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Stock Code : 1688
(A joint stock company incorporated in the People’s Republic of China with limited liability)
廣東領益智造股份有限公司
LINGYI iTECH (GUANGDONG) COMPANY
GLOBAL
OFFERING
Sole Sponsor, Sole Sponsor-Overall Coordinator, Overall Coordinator, Joint Global Coordinator,
Joint Bookrunner and Joint Lead Manager
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
(in alphabetical order)


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IMPORTANT: If you are in any doubt about any of the contents of this Prospectus, you should seek independent professional advice.
LINGYI iTECH (GUANGDONG) COMPANY
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
: 811,811,880 H Shares
Number of Hong Kong Offer Shares : 81,181,320 H Shares (subject to
reallocation)
Number of International Offer Shares : 730,630,560 H Shares (subject to
reallocation)
Maximum Offer Price : HK$10.18 per H Share, plus brokerage of
1.0%, SFC transaction levy of 0.0027%,
AFRC transaction levy of 0.00015% and
Stock Exchange trading fee of 0.00565%
(payable in full on application in Hong
Kong dollars and subject to refund)
Nominal value : RMB1.00 per H Share
Stock code : 1688
Sole Sponsor, Sole Sponsor-Overall Coordinator, Overall Coordinator,
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
(in alphabetical order)
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 “Documents Delivered to the Registrar of Companies in Hong Kong and Avai lable on Display” in
Appendix V , has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Pr ovisions) 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 is expected to be determined by agreement between the Overall Coordinators (for themselves and on behalf of the Underwriters) and our C ompany on the Price
Determination Date. The Price Determination Date is expected to be on or before Wednesday, June 24, 2026 (Hong Kong time) and, in any event, not later th an 12:00 noon on
Wednesday, June 24, 2026 (Hong Kong time).
The Offer Price will not be more than HK$10.18 per Offer Share unless otherwise announced. If, for any reason, the Offer Price is not agreed by 12:00 noon on Wednesday, June
24, 2026 (Hong Kong time) between the Overall Coordinators (for themselves and on behalf of the Underwriters) and our Company, the Global Offering wil l not proceed and will
lapse.
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 at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. For further details, see “St ructure of the
Global Offering” and “How to Apply for Hong Kong Offer Shares.”
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Overall Coordinators (for themselves and on behalf
of the Hong Kong Underwriters) if certain events occur prior to 8:00 a.m. on the Listing Date. See “Underwriting — Underwriting Arrangements and Expen ses — Hong Kong Public
Offering — Grounds for Termination” for further details.
Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, includin g the risk factors set out in the section
headed “Risk Factors”.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States and may not be off ered, sold, pledged or
otherwise transferred within the United States, except pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities
Act and in accordance with any applicable state securities laws in the United States. The Offer Shares may only be offered and sold outside the United St ates in offshore transactions
in reliance on Regulation S. No public offering of the Offer Shares will be made in the United States.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this Prospectus to the p ublic in relation to
the Hong Kong Public Offering.
This Prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk and the Company’s website at www.lingyiitech.com. If you require a
printed copy of this Prospectus, you may download and print from the website addresses above.
IMPORTANT
June 17, 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 https://www.lingyiitech.com. If you require a printed copy of
this Prospectus, you may download and print from the website addresses above.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online through the White Form eIPO service at www.eipo.com.hk ;o r
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian who
is a HKSCC Participant to give electronic application instructions via HKSCC’s
FINI system to apply for the Hong Kong Offer Shares on your behalf.
We will not provide any physical channels to accept any application for the Hong Kong
Offer Shares by the public. The contents of the electronic version of this Prospectus are
identical to the printed Prospectus as registered with the Registrar of Companies in Hong
Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
If you are an intermediary , broker or agent , please remind your customers, clients or
principals, as applicable, that this Prospectus is available online at the website addresses
above.
Please refer to the section headed “How to Apply for 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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Your application through the White Form eIPO service or the HKSCC EIPO channel must
be for a minimum of 660 Hong Kong Offer Shares and in one of the numbers set out in the table
below.
If you are applying through the White Form eIPO service, you may refer to the table below
for the amount payable for the number of Hong Kong Offer Shares you have selected. You must pay
the respective maximum amount payable on application in full upon application for Hong Kong
Offer Shares.
If you are applying through the HKSCC EIPO channel, your broker or custodian may
require you to pre-fund your application in such amount as determined by the broker or custodian ,
based on the applicable laws and regulations in Hong Kong. You are responsible for complying with
any such pre-funding requirement imposed by your broker or custodian with respect to the Hong
Kong Offer Shares you applied for.
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
660 6,786.56 13,200 135,731.18 198,000 2,035,967.72 2,640,000 27,146,236.39
1,320 13,573.12 19,800 203,596.77 264,000 2,714,623.63 3,300,000 33,932,795.49
1,980 20,359.67 26,400 271,462.36 330,000 3,393,279.55 6,600,000 67,865,590.98
2,640 27,146.24 33,000 339,327.95 396,000 4,071,935.46 9,900,000 101,798,386.46
3,300 33,932.80 39,600 407,193.54 462,000 4,750,591.37 13,200,000 135,731,181.95
3,960 40,719.36 46,200 475,059.14 528,000 5,429,247.28 16,500,000 169,663,977.46
4,620 47,505.92 52,800 542,924.73 594,000 6,107,903.19 19,800,000 203,596,772.95
5,280 54,292.47 59,400 610,790.33 660,000 6,786,559.10 26,400,000 271,462,363.92
5,940 61,079.03 66,000 678,655.91 1,320,000 13,573,118.20 33,000,000 339,327,954.90
6,600 67,865.59 132,000 1,357,311.82 1,980,000 20,359,677.29 40,590,660
(1) 417,380,171.09
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(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) and the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid
to the Stock Exchange (in the case of the SFC transaction levy, collected by the Stock Exchange on behalf of the SFC;
and in the case of the AFRC transaction levy, collected by the Stock Exchange on behalf of the AFRC).
No application for any other number of the Hong Kong Offer Shares will be considered and
any such application is liable to be rejected.
IMPORTANT
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If there is any change to the expected timetable of the Hong Kong Public Offering, we will
issue an announcement to be published on the website of the Hong Kong Stock Exchange at
www.hkexnews.hk and our website at https://www.lingyiitech.com .
Hong Kong Public Offering commences ........... .9:00 a.m. on Wednesday, June 17, 2026
Latest time to complete applications under the
White Form eIPO service through the designated
website at www.eipo.com.hk (2) ............................. 1 1:30 a.m. on Tuesday,
June 23, 2026
Application lists open (3) .................................... 1 1:45 a.m. on Tuesday,
June 23, 2026
Latest time (a) to complete payment of White Form eIPO
applications by effecting internet banking transfer(s)
or PPS payment transfer(s) and (b) give electronic
application instructions to HKSCC
(4) ...................... .12:00 noon on Tuesday,
June 23, 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 earliest and
latest time for giving such instructions, as this may vary by broker or custodian.
Application lists close (3) .................................. .12:00 noon on Tuesday,
June 23, 2026
Expected Price Determination Date (5) ................................. b y 12:00 noon
on Wednesday, June 24, 2026
Announcement of:
 the final Offer Price;
 the level of applications of the Hong Kong Public Offering;
 the level of indications of interest in the International Offering; and
 the basis of allocation of the Hong Kong Offer Shares
to be published on the website of the Hong Kong
Stock Exchange at www.hkexnews.hk and
our website at https://www.lingyiitech.com (6) ...........n o later than 11:00 p.m.
on Thursday, June 25, 2026
The results of allocations in the Hong Kong Public Offering (with successful applicants’
identification document numbers, where appropriate) to be made available through a variety of
channels as described in the section headed “How to Apply for Hong Kong Offer Shares —
Publication of Results”, including:
 on the website of the Stock Exchange at
www.hkexnews.hk and our website at
https://www.lingyiitech.com (6) respectively ............. n o later than 11:00 p.m.
on Thursday, June 25, 2026
EXPECTED TIMETABLE (1)
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 The designated results of allocation at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment )
with a “search by ID” function ................. .from 11:00 p.m. on Thursday,
June 25, 2026 to
12:00 midnight on
Wednesday, July 1, 2026
 from the allocation results telephone enquiry
line by calling +852 2862 8555 between
9:00 a.m. and 6:00 p.m. ..........................o n Friday, June 26, 2026,
Monday, June 29, 2026,
Tuesday, June 30, 2026 and
Thursday, July 2, 2026
Despatch of H Share certificates in respect of wholly
or partially successful applications, or deposit of
H Share certificate into CCASS, on or before
(7) ............... .Thursday, June 25, 2026
Despatch of White Form e-Refund
payment (8) instructions/refund cheques in respect
of wholly or partially successful applications
on or before ........................................... .Friday, June 26, 2026
Dealings in our H Shares on the Hong Kong Stock
Exchange expected to commence at ........................... .9:00 a.m. on Friday,
June 26, 2026
Notes:
(1) All dates and times refer to Hong Kong local time and dates unless otherwise stated.
(2) You will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11:30
a.m. on the last day for making applications. If you have already submitted your application and obtained an
application reference number from the designated website before 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 making
applications, when the application lists close.
(3) If there is/are Severe Weather Signal(s) (as defined in the “How to Apply for Hong Kong Offer Shares — Bad Weather
Arrangements”) in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Tuesday, June 23, 2026,
the application lists will not open or close on that day. See “How to Apply for Hong Kong Offer Shares — Bad
Weather Arrangements” for further details.
(4) Applicants who apply for Hong Kong Offer Shares through HKSCC EIPO channel should refer to the paragraph
headed “How to Apply for Hong Kong Offer Shares — Application for Hong Kong Offer Shares — 2. Application
Channels” in this prospectus.
(5) The Price Determination Date is expected to be on or before Wednesday, June 24, 2026 and, in any event, not later
than 12:00 noon on Wednesday, June 24, 2026. If, for any reason, the Offer Price is not agreed by 12:00 noon on
Wednesday, June 24, 2026, the Global Offering will not proceed and will lapse.
(6) None of the websites or any of the information contained on the websites forms part of this Prospectus.
(7) The H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date, which is expected
to be on or around Friday, June 26, 2026 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 our H
Shares on the basis of publicly available allocation details before the receipt of H Share certificates or before the H
Share certificates become valid evidence of title do so entirely at their own risk.
EXPECTED TIMETABLE (1)
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(8) 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.
Any uncollected H Share certificates will be dispatched by ordinary post, at the applicants’ risk, to the addresses
specified in the relevant applications.
White Form e-Refund payment instructions/refund cheques will be issued for the applicants who have applied
through the White Form eIPO service in respect of wholly or partially unsuccessful applications and in respect of
wholly or partially successful applications pursuant to the Hong Kong Public Offering if the final Offer Price is less
than the maximum Offer Price payable per Offer Share on application. Part of the applicant’s identification document
number, or, if the application is made by joint applicants, part of the identification document number of the
first-named applicant, provided by the applicant(s) may be printed on the refund 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 cheques. Inaccurate completion of an applicant’s identification
document number may invalidate or delay encashment of the refund cheques.
Applicants who have applied through the White Form eIPO 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 the White Form
e-Refund payment instructions. Applicants who have applied through the White Form eIPO service and paid their
application monies through multiple bank accounts may have refund monies (if any) despatched to the address as
specified in their application instructions in the form of refund cheque(s) in favor of the applicant (or, in the case of
joint applications, the first-named applicant) by ordinary post at their own risk.
For applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel, H Share
certificate(s) will be issued in the name of HKSCC Nominees, deposited into CCASS and credited to their designated
HKSCC Participant’s stock account.
For applicants who have applied through HKSCC EIPO channel, their broker or custodian will arrange refund to
their designated bank account subject to the arrangement between them and their broker or custodian.
Further information is set out in the sections headed “How to Apply for Hong Kong Offer Shares —
Despatch/Collection of H Share Certificates and Refund of Application Monies”.
The above expected timetable is a summary only. Y ou should read carefully the sections
headed “Underwriting”, “Structure of the Global Offering” and “How to Apply for Hong
Kong Offer Shares” for details relating to the structure of the Global Offering and the
conditions and procedures for application for the Hong Kong Offer Shares.
EXPECTED TIMETABLE (1)
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IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This Prospectus is issued by our Company solely in connection with the Hong Kong
Public Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or
a solicitation of an offer to subscribe for or buy any security other than the Hong Kong Offer
Shares. This Prospectus may not be used for the purpose of, and does not constitute, an offer
to sell or a solicitation of an offer to subscribe for or buy any security or invitation 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 jurisdiction pursuant to registration
with or authorization by the relevant securities regulatory authorities or an exemption
therefrom.
You should rely only on the information contained in this Prospectus to make your
investment decision. We have not authorized anyone to provide you with information that is
different from what is contained in this Prospectus. Any information or representation not
included in this Prospectus must not be relied on by you as having been authorized by us, the
Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital
Market Intermediaries, the Sole Sponsor , the Overall Coordinators, the Underwriters, any of
our or their respective directors, officers, employees, partners, agents or representatives, or
any other party involved in the Global Offering. Information contained on our website
www.lingyiitech.com does not form part of this Prospectus.
Page
EXPECTED TIMETABLE ............................................ i v
CONTENTS ....................................................... v i i
SUMMARY ....................................................... 1
DEFINITIONS ..................................................... 1 7
GLOSSARY OF TECHNICAL TERMS .................................. 2 7
FORW ARD-LOOKING STATEMENTS .................................. 3 0
RISK FACTORS ................................................... 3 1
W AIVERS AND EXEMPTION ......................................... 5 3
INFORMATION ABOUT THIS PROSPECTUS AND
THE GLOBAL OFFERING ......................................... 6 7
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING ........ 7 1
CORPORATE INFORMATION ........................................ 7 6
INDUSTRY OVERVIEW ............................................. 7 8
CONTENTS
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REGULATORY OVERVIEW .......................................... 9 3
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE ............... 1 1 9
BUSINESS ........................................................ 1 3 0
DIRECTORS AND SENIOR MANAGEMENT ............................. 1 9 3
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS ............ 2 0 3
CONNECTED TRANSACTIONS ....................................... 2 0 7
SUBSTANTIAL SHAREHOLDERS ..................................... 2 1 3
SHARE CAPITAL .................................................. 2 1 4
CORNERSTONE INVESTORS ........................................ 2 1 6
FINANCIAL INFORMATION ......................................... 2 2 6
FUTURE PLANS AND USE OF PROCEEDS .............................. 2 6 8
UNDERWRITING .................................................. 2 7 1
STRUCTURE OF THE GLOBAL OFFERING ............................. 2 8 1
HOW TO APPLY FOR HONG KONG OFFER SHARES ..................... 2 8 7
APPENDIX I ACCOUNTANTS’ REPORT ............................ I - 1
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION ...... IA-1
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . II-1
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION ............ III-1
APPENDIX IV STATUTORY AND GENERAL INFORMATION ............ I V - 1
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON
DISPLAY ........................................ V - 1
CONTENTS
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This summary aims to give you an overview of the information contained in this
prospectus. As this is a summary, it does not contain all the information that may be important
to you. Moreover , 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 the entire prospectus carefully before you decide to invest in the Offer Shares.
OVERVIEW
Who We Are
We are a leading high-precision intelligent manufacturing platform for electronic devices,
delivering one-stop production services and solutions to customers worldwide. We provide a
full-spectrum portfolio of core materials, high-precision functional components, modules and
assembled systems, underpinned by continuous technology development and our AI-integrated
manufacturing capabilities. Guided by the principles of lean management, digitalization,
automation and sustainability, we power a broad range of end markets including electronic devices
(covering smart electronics, robotics and enterprise servers), automotive and advanced air mobility.
According to Frost & Sullivan, in terms of revenue in 2025, we ranked first globally in the
high-precision functional component market for smart electronics, and third globally among
high-precision intelligent manufacturing platforms for smart electronics.
As a long-term manufacturing partner behind global technology leaders, we operate a
manufacturing network built for high-volume, high-standard and high-complexity production.
Through cross-functional development, responsive execution and a globally-distributed R&D and
production network, we have become a critical enabler within the electronic device value chain and
received multiple supply chain excellence awards from leading global technology companies. As of
December 31, 2025, our customer base encompasses some of the world’s largest companies by
market capitalization in smart electronics, new energy vehicles (“NEVs”), and social networking
and extended reality (“XR”). We have been named among the Fortune China 500 for eight
consecutive years from 2018 to 2025.
The chart below illustrates our key business highlights:
No. 1
Globally in High-Precision
Functional Component Market
for Smart Electronics(1)
Full Coverage
Intelligent Manufacturing
For Smart Electronics
Covering Die-cutting, Stamping,
CNC Machining, MIM
and Die Casting Processes
100%
Coverage of Major Global Mid- to
High-End Smartphone Brands and
Major Leading Foldable
Device Manufacturers
Highest
Avg. Gross Margin(2)
AI Empowered
Terminals
9 of 10 AI Glasses,
XR Devices and Foldable
Devices Worldwide
from Our Customers (3)
Enterprise
Servers
Feather-Copper Bionic Nano Cooling
Powers High-End GPUs of Leading
Computing Companies
Robots
Winner of 2 Golds & 1 Bronze —
World Robot Games 2025
Automotive and
Advanced Air Mobility
Full Coverage of Industry-Leading
Customers, with Rapid Growth in
Business Scale and Profitability(4)
Notes:
(1) In terms of revenue in 2025
(2) In terms of the average gross margin from 2023 to 2025 among the top three global high-precision intelligent
manufacturing platforms for smart electronics (ranked by 2025 revenue)
(3) In terms of the sales volume in 2025
(4) Our revenue increased by 52.9% in 2024 and 39.6% in 2025 on a year-on-year basis, while our gross margin expanded
by 8.1 percentage points from 2024 to 2025.
SUMMARY
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Our Business
Rooted in the belief that precision defines manufacturing value, we aim to advance intelligent
manufacturing and contribute to the global development of intelligent manufacturing for AI-
powered devices, reinforcing the reputation of high-quality manufacturing originating from China.
We are committed to building an integrated solutions platform spanning core materials, high-
precision functional components, modules and assembled systems.
Hardware interoperability enables modularity, reusability and scalability across products and
applications. By deeply integrating materials science, process innovation and diverse end-use
applications, we have formed a global network that unites R&D, engineering and production to
deliver multi-scenario solutions. With AI adoption accelerating across industries, we are
strategically positioned at critical hardware nodes in next-generation devices. Our strategic pillars
span four emerging application domains — embodied AI (such as humanoid robots), vision (such
as AI glasses and XR devices), foldable (such as foldable devices), and computing (such as servers),
creating multi-track synergy and a diversified growth profile across electronic device ecosystem.
The diagram below illustrates our strategic pillars, competitive edges, application scenarios
and core technologies:
Electronic Devices Automotive and Advanced Air Mobility
Smart
Electronics Robots Enterprise Servers Automotive Advanced Air Mobility
Embodied AI(1) Vision(1) Computing(1)Foldable(1)
Four Application Domains
R&D
Capabilities
Production
Capabilities
Operational
Capabilities
Engineer
Culture
Global
Footprint
Customer
Base
Our Edges
Strategic Pillars
Technologies
Applications
Three Key Drivers
Battery System Thermal Management
(Cooling/Heat Dissipation)
Intelligent AOI
System
Inline
Die-Cutting
Production
System
High-Speed
Precision
Stamping
Continuous-Flow
Stamping
Line
Unmanned
Green
Anodizing
Line
5-Axis
CNC
Machining
Fast Charging(2)
Notes:
(1) Embodied AI includes, but is not limited to, humanoid robots; vision includes, but is not limited to, AI glasses and
XR devices; foldable includes, but is not limited to, foldable smartphones, laptops and other devices; and computing
includes, but is not limited to, servers.
(2) Fast charging refers to fast chargers and charging adapters.
Advancing Early Deployment for the Next Growth Wave
We continue to advance standards of advanced manufacturing for electronic devices. Our
strategic presence across electronic devices, automotive and advanced air mobility fuels sustained
expansion. To capture the next growth cycle, we are deepening investment in humanoid robots, AI
glasses and XR devices, foldable devices and servers, supported by strong foundations in battery
systems, thermal management and fast-charging technologies, which underpin continued innovation
in electronic devices.
SUMMARY
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Accelerating Innovation through Full-Stack Technology
Since developing our first rotary die-cutting machine, we have maintained a stable,
interoperable R&D methodology that balances performance and cost efficiency. Our proprietary
technologies include:
 Intelligent automated optical inspection (“AOI”) system with real-time feedback and
adjustment : integrating deep-learning-based defect detection and in-house optical design
to achieve minimal-omission inspection and closed-loop optimization, thereby elevating
quality and yield;
 Inline die-cutting production system : enabling continuous operation and automated
material changeover to maximize material utilization and overall equipment efficiency;
 High-speed precision stamping technology : operating at substantially higher speeds than
conventional presses, integrating packaging and inspection to boost mass-production
efficiency;
 Continuous-flow stamping line : combining stamping, welding, cleaning and inspection
for higher production efficiency with reduced resource consumption;
 Unmanned green anodizing line : powered by AGV-based automation for fully unmanned
operation, ensuring consistent quality while minimizing environmental impact; and
 Five-axis computer numerical control (“CNC”) machining technology : using
synchronized motion control for single-pass forming of complex components, improving
machining efficiency and material utilization.
Scaling Growth through Strategic Acquisitions
We pursue a dual-engine growth model combining organic expansion and targeted
acquisitions. Underpinned by a disciplined M&A strategy, we have broadened our product portfolio,
strengthened core capabilities and accelerated integration into our customers’ supply chains.
Strategic acquisitions help us expand our solution offering, deepen customer collaboration and
reinforce our global market position as a long-standing partner in intelligent manufacturing for
electronic devices.
Operating Locally, Delivering Globally
We operate through a synergistic model that unites localized operations and global delivery,
enabling both agility and efficiency across markets. Supported by a three-tier R&D structure and
over 40 R&D centers worldwide, we foster international collaboration and cross-regional
technological synergy. With over 63 manufacturing plants and delivery hubs, our localized supply
chain spans key regions across the world, enabling real-time demand insight, rapid response
capability and reliable delivery performance for our customers worldwide.
Empowering Innovation through Engineer Culture
We view talent as our most valuable asset. Our engineer culture drives continual innovation
and self-improvement across the organization. Through structured talent development, technical
upskills and targeted investment in expertise, our engineer culture has become a defining strength,
propelling our sustained technological advancement and long-term growth.
SUMMARY
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Sustainability Built into Operations
We embed environmental, social, and governance (“ESG”) principles into our corporate
strategy and day-to-day operations, aligning advanced manufacturing with sustainable
development. Through systematic initiatives in environmental stewardship, social responsibility
and corporate governance, we have advanced green manufacturing throughout our production
network, supported by energy-saving programs, recycling-based process upgrades and real-time
resource-management systems. We are among the few high-precision intelligent manufacturing
platforms for electronic devices that have achieved an “A” rating from a leading global ESG ratings
agency for three consecutive years from 2023 to 2025.
OUR STRENGTHS
Our strengths include:
World-leading high-precision intelligent manufacturing platform for electronic devices;
Comprehensive product portfolio advantage for emerging industry opportunities;
Visionary leadership with entrepreneurial drive and a global outlook;
End-to-end manufacturing technology and intelligent manufacturing innovation;
Long-term customer alliances with global technology leaders;
Global strategic footprint as a competitive edge; and
Excellence in green intelligent manufacturing and sustainable growth.
See “Business — Our Strengths” for more details.
OUR STRATEGIES
Our strategies include:
Drive portfolio expansion through our strategic pillars;
Build a future-ready intelligent manufacturing platform driven by innovation;
Reinforce global operations and local responsiveness;
Accelerate the next growth curve through strategic acquisitions;
Advance a talent-driven strategy and strengthen the engineering mindset; and
Lead in green manufacturing and low-carbon transformation.
See “Business — Our Strategies” for more details.
SUMMARY
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--- page 14 ---
OUR PRODUCTS AND SOLUTIONS
The diagram below illustrates our major products, key technologies and application scenarios:
Electronic Devices
Automotive
and Advanced
Air Mobility
Smart Electronics Robots Enterprise
Servers
Precision
Assembly
Solutions
Modules
Components
Sports and
Fitness
Cont ent
Creat ion
Frontier
Innovation
Daily
Commute
Technology
End
Products
Direct Products
Dexterous Hand (3C Precision)
Coreless Motor
Force Sensor
Joint/Thermal Management/
Charging Module
Full Range of Joint Hinges
Optical Module Liquid-Cooling
Thermal Management Module
GPU Liquid-Cooling Thermal
Management Module
Server Air-Cooling Thermal
Management Module
Drive Shaft and Transmission
Shaft Assembly Solution
Automotive Interior and Exterior
Trim Assembly Solution
Wheel Brake Module
LiDAR Module
Smart Electronics Fast Charger Augmented Reality (“AR”)
Glass Related Products
Application
of New Materials
Unmanned Green Anodizing
Production LineIntelligent AOI Inspection System
and Fully Automated Product Inspection
Feedback Adjustment System
Inline
Die-CuttingProductionSystem
Five-Axis CNC
Machining TechnologyHigh-Speed PrecisionStamping Technology
Continuous Stamping
Production Line
AI Intelligent Warehousing and
Logistics System
Humanoid Robot Body
Thermal
Management (Cooling) and
High-Power Adapter Related
Products
Automotive Power
Management System
Advanced Air Mobility Related
High-efficiency Aircraft
Charging System
Stainless Steel VC/Steel-Copper Composite VC/
Aerospace-Grade Titanium VC
3D Dual-Heat Source VC
Stainless Steel/Titanium Alloy/Carbon Fiber Support Plate
Phone Camera Bracket
Phone Camera Ring
Phone Metal Mid-Frame
Titanium Alloy MIM Structural Components
XR Components
Virtual Reality (“VR”) Headset Cover
Acoustic Components, Mesh Products
Wireless Earphone Structural Components
and Housing Hinge
Charger Plug, Wireless Charger Housing
Precision Metal Parts for Sensors
3D Printing Structural Components
Roller Screw
Harmonic Reducer
CSV Reducer
Drive Shaft
Rotating Shaft
Joint Base
Power Battery Busbar
Power Battery Top Cover
Power Battery Housing
Automotive Electronic Power
EPS Housing
Carbon Fiber Rotor Blades
Liquid-Cooling Quick
Connector
Liquid-Cooling Rack Manifold
BIG-MAC Multi-Axis Cavity
Cooling Component
High-Power Server Cooling
Component
Remote Server Cooling
Component
Server Power Busbar
Smart Home and
Living
Gaming, Audio
and Video
Industrial
Manufacturing
Productivity
Phone Button
Keyboard Reflective Module Products
Phone Display Module
Keyboard Module
Laptop Touch Module
XR Wireless Charging Module
Application
Scenarios
SUMMARY
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--- page 15 ---
We are a high-precision intelligent manufacturing platform for electronic devices, delivering
one-stop production services and solutions. We offer a full range of development and manufacturing
capabilities that span core materials, high-precision functional components, modules and assembled
systems for diverse end products. Our comprehensive offerings are strategically structured by
primary end-product types to closely align with the specific performance and quality demands of
the markets we serve.
See “Business — Our Products and Solutions” for more details.
TECHNOLOGIES AND R&D
We are, at heart, a technology-driven enterprise where our innovations extend beyond
individual products to encompass integrated manufacturing solutions. We believe our true value lies
in our technological strengths in automation, collaborative engineering, and sustainability in
manufacturing. These capabilities enable us to accelerate product innovation, transforming
early-stage prototypes into scalable, market-ready solutions.
See “Business — Our Technologies” for more details.
MANUFACTURING
Building upon years of technological accumulation in CNC and automation equipment, we
have established a digital and intelligent manufacturing system that deeply integrates AI, robotics,
and automation technologies into industrial production solutions. Leveraging our self-developed
multi-category, multifunctional CNC and automation equipment, we are committed to developing
intelligent production workshops and modern smart factories that are technically advanced and
widely deployed in China, with a high degree of equipment sophistication, efficiency and
intelligence.
See “Business — Manufacturing” for more details.
COMPETITION
We compete in the large and highly competitive global high-precision intelligent
manufacturing platform industry for core electronic devices, which mainly include smart
electronics, enterprise servers and intelligent robots. According to Frost & Sullivan, the market size
of the global high-precision intelligent manufacturing platform market for smart electronics grew
from US$295.1 billion in 2021 to US$330.9 billion in 2025, achieving a CAGR of 2.9%. From 2021
to 2025, the market size of the global high-precision intelligent manufacturing platform industry for
intelligent robots grew from US$28.5 billion to US$38.2 billion, with a CAGR of 7.6%. The global
high-precision intelligent manufacturing platform market for enterprise servers expanded rapidly,
growing from US$3.7 billion in 2021 to US$29.1 billion in 2025, with a CAGR of 67.1% during
this period.
Due to the diverse range of products, the markets we operate in are highly fragmented. Our
major competitors include high-precision manufacturers focusing on industries such as electronic
devices and automotive and advanced air mobility. Our ability to maintain and grow our market
share depends on us competing effectively against our competitors. The competitive landscape is
shaped by multiple factors, including the growth of our customers and their respective industries,
advancements in technology, emergence of new materials or technology, production capacity,
regulatory changes and general economic conditions. According to Frost & Sullivan in the global
high-precision functional component industry for smart electronics, in terms of revenue in 2025, we
ranked first in this market, accounting for a market share of 7.0%. We ranked third in global
high-precision intelligent manufacturing platform industry for smart electronics in 2025, accounting
for a market share of 1.6%.
See “Industry Overview” for more details.
SUMMARY
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OUR CUSTOMERS AND SUPPLIERS
Over the years, we have forged established relationships with participants in the supply chain,
including manufacturers and end customers. Our customers mainly operate in the electronic devices
and automotive and advanced air mobility industries. In 2023, 2024 and 2025, our aggregate
revenue from the five largest customers in each year during the Track Record Period was
RMB17,766.8 million, RMB24,772.9 million and RMB29,555.3 million, respectively, accounting
for 52.0%, 56.0% and 57.5% of our total revenue, respectively. In the same years, our revenue from
the single largest customer in each year during the Track Record Period was RMB8,264.6 million,
RMB9,757.6 million and RMB9,846.3 million, accounting for 24.2%, 22.0% and 19.2% of our total
revenue, respectively.
Our suppliers are mainly suppliers of raw materials and equipment. During the Track Record
Period, our aggregate purchase from the five largest suppliers in each year during the Track Record
Period was RMB3,567.8 million, RMB8,702.8 million and RMB9,404.3 million, respectively,
accounting for 16.5%, 31.0% and 29.8% of our total purchase, respectively, in 2023, 2024 and 2025.
For the same years, our purchase from the single largest supplier in each year during the Track
Record Period amounted to RMB822.3 million, RMB6,355.5 million and RMB6,739.4 million,
accounting for 3.8%, 22.7% and 21.3%, respectively, of our total purchase.
See “Business — Supply Chain Management — Our Major Suppliers” and “Business — Our
Customers” for more details.
Overlapping Customers and Suppliers
During the Track Record Period, certain of our five largest customers were also our suppliers,
and certain of our five largest suppliers were also our customers.
See “Business — Overlapping of Customers and Suppliers” for more details.
OUR SALES
We sell our products directly to our customers, and we do not have any external distributors.
Our business center, including the business, product management and customer service
departments, is responsible for developing new customers and securing product orders. Our
business center consists of 1,193 people serving both domestic and overseas customers, most of
whom have business-related backgrounds, as well as technical and industrial knowledge. As far as
major overseas customers are concerned, certain members of our business center are based
overseas, communicating directly with the technical teams of our customers for R&D and project
progress in order to understand the overseas markets and to report to us on the needs of overseas
customers on a regular basis. At the same time, we also communicate closely with their local teams
based in Chinese Mainland on production and after-sales services.
See “Business — Our Sales” for more details.
OUR LISTING ON THE SHENZHEN STOCK EXCHANGE AND PREVIOUS LISTING
ATTEMPTS
Our A Shares have been listed on the Shenzhen Stock Exchange since February 2018. Our
Directors have confirmed that the Company has no instance of material non-compliance with the
rules of the Shenzhen Stock Exchange and other applicable securities laws and regulations of the
PRC in any material respect since the A Share Listing, and, to the best knowledge of our Directors
after having made all reasonable enquiries, there is no material matter that should be brought to
investors’ attention in relation to our compliance record on the Shenzhen Stock Exchange. Our PRC
Legal Adviser is of the view that the Company had complied with all applicable securities laws and
regulations in the PRC in relation to its listing on the Shenzhen Stock Exchange in all material
respects during the Track Record Period and up to the Latest Practicable Date. Based on the
independent due diligence conducted by the Sole Sponsor and our PRC Legal Adviser’s view as set
out above, nothing has come to the Sole Sponsor’s attention that would cause them to have
reasonable doubt about our Directors’ confirmation with regard to the compliance record of the
Company on the Shenzhen Stock Exchange in all material respects.
SUMMARY
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We previously applied for a listing on the Hong Kong Stock Exchange and the London Stock
Exchange. For details, please refer to “History, Development and Corporate Structure — Our
Listing on the Shenzhen Stock Exchange, Previous Listing Attempts and Reasons for Listing on the
Hong Kong Stock Exchange” in this Prospectus.
OUR CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, our Company was directly owned as to approximately
1.49% by Ms. Zeng Fangqin (ා) (Ms. Zeng), and approximately 56.64% by Lingsheng
Investment. Lingsheng Investment is wholly-owned by Ms. Zeng. Accordingly, Ms. Zeng and
Lingsheng Investment are regarded as a group of Controlling Shareholders, collectively holding
approximately 58.13% of the issued share capital of our Company as of the Latest Practicable Date.
Upon completion of the Global Offering (assuming that no additional A Shares are issued under the
2024 Share Option Scheme), Ms. Zeng and Lingsheng Investment will be collectively interested in
and control an aggregate of approximately 52.32% of the total issued share capital of our Company.
Accordingly, Ms. Zeng and Lingsheng Investment will remain as a group of Controlling
Shareholders of our Company after the Listing. For details, see “Relationship with Our Controlling
Shareholders” in this Prospectus.
CONTINUING CONNECTED TRANSACTIONS
We have entered into and expect to continue a transaction upon Listing that will constitute
partially continuing connected transactions of our Company under the Listing Rules, as described
in “Connected Transactions” in this Prospectus. Accordingly, we have applied to the Hong Kong
Stock Exchange for, and the Hong Kong Stock Exchange has granted us, a waiver from strict
compliance with the applicable requirements under Chapter 14A of the Listing Rules in respect of
such continuing connected transaction. For further details, see “Connected Transactions” in this
Prospectus.
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following tables set forth summary financial data from our financial information during
the Track Record Period, extracted from the Accountant’s Report set out in Appendix I to this
prospectus:
Summary of Consolidated Statements of Profit or Loss
The following table sets forth our consolidated statements of profit or loss for the years
indicated:
For the year ended December 31,
2023 2024 2025
Amount
%o f
revenue Amount
%o f
revenue Amount
%o f
revenue
(RMB in thousands, except for percentages)
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,154,017 100.0 44,259,533 100.0 51,428,944 100.0
Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(27,760,492) (81.3) (37,866,441) (85.6) (43,610,537) (84.8)
Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,393,525 18.7 6,393,092 14.4 7,818,407 15.2
Other income and other
gains, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100207,045 0.6 374,885 0.9 349,425 0.7
Selling and distribution
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(334,970) (1.0) (367,601) (0.8) (398,581) (0.8)
Administrative and
other operating
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,623,500) (4.8) (1,652,896) (3.7) (2,137,430) (4.2)
Research and
development
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,815,664) (5.3) (1,990,452) (4.5) (2,381,587) (4.6)
Provision for
impairment losses on
non-current assets /H1100/H1100/H1100(300,340) (0.9) (177,570) (0.4) (198,222) (0.4)
SUMMARY
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--- page 18 ---
For the year ended December 31,
2023 2024 2025
Amount
%o f
revenue Amount
%o f
revenue Amount
%o f
revenue
(RMB in thousands, except for percentages)
Reversal of/(provision
for) impairment losses
on financial assets /H1100/H1100/H1100215,437 0.6 (48,712) (0.1) 1,052 0.0
Operating profit /H1100/H1100/H1100/H1100/H11002,741,533 8.0 2,530,746 5.8 3,053,064 5.9
Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(348,707) (1.0) (304,163) (0.7) (380,264) (0.7)
Share of results of
associates and joint
ventures /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095,216 0.3 (30,208) (0.1) 60,577 0.1
Profit before taxation /H11002,488,042 7.3 2,196,375 5.0 2,733,377 5.3
Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(474,143) (1.4) (435,642) (1.0) (406,552) (0.8)
Profit for the year /H1100/H1100/H11002,013,899 5.9 1,760,733 4.0 2,326,825 4.5
Non-IFRS Measures
To supplement our consolidated financial statements that are presented in accordance with
IFRS, we also use adjusted net profit (non-IFRS measure) and adjusted net profit margin (non-IFRS
measure) as additional financial measures, which are not required by, or presented in accordance
with IFRS. We believe that the presentation of these non-IFRS measures facilitates comparisons of
operating performance from year to year and company to company by eliminating potential impacts
of share-based compensation expense, a non-cash item, and listing expenses, which relate to the
Listing.
Adjusted net profit (non-IFRS measure) refers to profit for the year adjusted for the items set
out in the table below. In 2023, 2024 and 2025, our adjusted net profit (non-IFRS measure) was
RMB2,076.0 million, RMB1,861.9 million and RMB2,645.3 million, respectively. The following
table reconciles our adjusted net profit (non-IFRS measure) for the years presented to the most
directly comparable financial measure calculated and presented under IFRS, which is profit for the
year, and presents our adjusted net profit margin (non-IFRS measure) for the years indicated:
For the year ended December 31,
2023 2024 2025
(RMB in thousands, except for percentages)
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,013,899 1,760,733 2,326,825
Add:
Equity-settled share-based payment
expenses
(1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110062,093 101,196 316,908
Listing expenses (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1,538
Adjusted net profit (non-IFRS measure) 2,075,992 1,861,929 2,645,271
Adjusted net profit margin (non-IFRS
measure) (%) (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006.1 4.2 5.1
Notes:
(1) Represents non-cash expenses related to share options, restricted shares, and employee stock ownership plans
granted to our employees. As this is a non-cash item, we believe its exclusion helps investors better understand
our core cash-generating profitability. See Note 7(b) and Note 28 to the Accountant’s Report set out in
Appendix I to this prospectus for more details.
(2) Represents expenses incurred in connection with the Listing.
(3) Adjusted net profit margin (non-IFRS measure) is calculated by dividing adjusted net profit (non-IFRS
measure) by revenue.
SUMMARY
–9–


--- page 19 ---
Revenue by Business Segment
During the Track Record Period, we primarily generated revenue from sales of our products.
The following table sets forth a breakdown of our revenue by business segment and the
corresponding percentages for the years indicated:
For the year ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Electronic devices
– Imaging and display /H1100/H1100/H1100/H1100/H1100/H11005,542,966 16.2 11,270,092 25.4 11,884,538 23.1
– Materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,457,276 18.9 7,476,280 16.9 7,822,065 15.2
– Battery and power supply /H1100/H11006,984,433 20.4 6,482,952 14.6 7,578,806 14.8
– Thermal management /H1100/H1100/H1100/H1100/H11003,760,895 11.0 4,107,088 9.3 5,124,786 10.0
– Sensors and related
components and modules /H1100/H11001,724,883 5.1 3,523,358 8.0 4,272,156 8.3
– Precision assembly and
others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,398,508 10.0 3,863,080 8.7 4,336,384 8.4
– AI glasses and XR devices /H11002,844,211 8.3 4,056,900 9.2 3,774,483 7.3
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,713,172 89.9 40,779,750 92.1 44,793,218 87.1
Automotive and advanced
air mobility /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,384,509 4.1 2,116,865 4.8 2,954,379 5.7
Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,056,336 6.0 1,362,918 3.1 3,681,347 7.2
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,154,017 100.0 44,259,533 100.0 51,428,944 100.0
Note:
(1) Others mainly comprise the revenue from our clean energy business.
Revenue by Geographic Market
The following table sets forth a breakdown of our revenue by geographic market and the
corresponding percentages for the years indicated:
For the year ended December 31,
2023 2024 2025
Amount
%o f
revenue Amount
%o f
revenue Amount
%o f
revenue
(RMB in thousands, except for percentages)
Chinese Mainland /H1100/H1100/H1100/H110024,055,770 70.4 27,506,969 62.1 27,528,495 53.5
Overseas
– Asia (excluding
Chinese Mainland)
(1) /H11003,998,832 11.7 9,629,757 21.8 12,963,885 25.2
– North America (2) /H1100/H1100/H1100/H11003,678,302 10.8 5,137,676 11.6 8,759,688 17.0
– Europe (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,706,453 5.0 1,272,497 2.9 1,294,607 2.5
– Others (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100714,660 2.1 712,634 1.6 882,269 1.8
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,098,247 29.6 16,752,564 37.9 23,900,449 46.5
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,154,017 100.0 44,259,533 100.0 51,428,944 100.0
Notes:
(1) Primarily includes India, Vietnam, Hong Kong and Taiwan.
(2) Primarily includes the United States.
(3) Primarily includes the United Kingdom, Turkey, Ireland and Germany.
(4) Primarily includes Brazil.
SUMMARY
–1 0–


--- page 20 ---
Summary of Consolidated Statements of Financial Position
The following table sets forth summary data from our consolidated statements of financial
position as of the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Total non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,042,158 19,647,655 26,618,205
Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,325,013 25,545,831 31,282,245
Total assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,367,171 45,193,486 57,900,450
Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,446,716 15,798,184 26,484,513
Total non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,639,762 9,546,321 7,057,989
Total liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,086,478 25,344,505 33,542,502
Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,878,297 9,747,647 4,797,732
Net assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,280,693 19,848,981 24,357,948
Our net assets increased from RMB18,280.7 million as of December 31, 2023 to
RMB19,849.0 million as of December 31, 2024, primarily due to our net profit of RMB1,760.7
million, equity-settled share-based compensation of RMB101.2 million, the equity component of
convertible bonds issued of RMB45.7 million and vesting of shares under ESOP of RMB33.4
million, partially offset by a dividend distribution of RMB209.7 million and repurchase of shares
under ESOP of RMB59.9 million.
Our net assets increased from RMB19,849.0 million as of December 31, 2024 to
RMB24,357.9 million as of December 31, 2025, primarily due to our net profit of RMB2,326.8
million, the conversion of convertible bonds into shares of RMB2,108.2 million, exercise of share
options of RMB286.3 million and equity-settled share-based compensation of RMB316.9 million,
partially offset by the repurchase of shares under ESOP of RMB319.9 million, a dividend
distribution of RMB285.5 million and the impact of obligation to acquire non-controlling interests
of RMB91.0 million.
See “Financial Information — Selected Items in the Consolidated Statements of Financial
Position — Net Current Assets” for more details on the reasons for the fluctuation in our net current
assets.
Summary of the Consolidated Statements of Cash Flows
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
Cash generated from operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,573,575 4,468,243 4,858,952
Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(294,824) (453,182) (426,150)
Net cash generated from operating
activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,278,751 4,015,061 4,432,802
Net cash used in investing activities /H1100/H1100/H1100/H1100(2,144,131) (3,716,494) (8,199,287)
Net cash (used in)/generated from
financing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,851,262) 2,730,752 3,238,189
Net increase/(decrease) in cash and
cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100283,358 3,029,319 (528,296)
Effect of exchange rate changes /H1100/H1100/H1100/H1100/H1100/H1100/H110095,670 108,527 (63,173)
Cash and cash equivalents at the
beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,522,106 2,901,134 6,038,980
Cash and cash equivalents at the end of
the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,901,134 6,038,980 5,447,511
SUMMARY
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Key Financial Ratio
The following table sets forth our key financial ratios as at the dates or for the years indicated:
For the year ended/as of December 31,
2023 2024 2025
Key financial ratios
Gross margin (%) (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018.7 14.4 15.2
Net profit margin (%) (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005.9 4.0 4.5
Adjusted net profit margin (non-IFRS
measure) (%) (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006.1 4.2 5.1
Current ratio (times) (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.4 1.6 1.2
Quick ratio (times) (5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.0 1.2 0.9
Net debt to equity ratio (%) (6) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028.6 29.5 38.6
Notes:
(1) Our gross margin equals gross profit divided by revenue for the same year.
(2) Our net profit margin equals profit for the year divided by revenue for the same year.
(3) Our adjusted net profit margin (non-IFRS measure) equals adjusted net profit (non-IFRS measure) for the year
divided by revenue for the same year. Adjusted net profit (non-IFRS measure) is a non-IFRS measure derived
from profit for the year by adjusting for certain items. See “Financial Information — Non-IFRS Measures” for
more details and a reconciliation of this measure.
(4) Our current ratio equals current assets divided by current liabilities as of the end of each year.
(5) Our quick ratio equals current assets less inventories divided by current liabilities as of the end of each year.
(6) Our net debt to equity ratio equals total interest-bearing borrowings (including current and non-current
portions), lease liabilities (including current and non-current portions) and bonds payables (including current
and non-current portions), less the sum of cash and cash equivalents, divided by total equity as of the end of
the year.
DIVIDENDS
We may distribute dividends in the form of cash, stocks or a combination of both. Any
proposed distribution of dividends is subject to the discretion of the Board and the approval of our
Shareholders. According to applicable PRC laws and our Articles of Association, we may pay
dividends out of our profit after tax only after we have made (i) the recovery of accumulated losses,
if any; (ii) allocations to the statutory reserve equivalent to 10% of our Company’s profit after tax,
and, when the statutory reserve reaches and is maintained at or above 50% of our Company’s
registered capital, no further allocations to this statutory reserve will be required; and (iii)
allocations, if any, to a discretionary common reserve as approved by our Shareholders in a general
meeting.
We have established our dividend policy as prescribed in the Articles of Association. Under
the premise of complying with profit distribution principles, ensuring the Company’s normal
operations and long-term development, and when conditions for cash dividend distribution are met,
the annual cash dividends distributed shall account for no less than 10% of our Company’s
distributable profits realized in that year. Moreover, over any consecutive three-year period, the
accumulated profits distributed in cash shall be no less than 30% of our average annual distributable
profits realized during those three years. Furthermore, based on our development stage and
significant capital expenditure arrangements, the proportion of cash dividends in a particular profit
distribution shall be 80%, 40% or 20%. Save as prescribed in the Articles of Association, we do not
set any other pre-determined dividend payout ratio target.
During the Track Record Period, we have declared dividends. In 2023, a dividend of
RMB1,017.1 million was declared by our Company to its equity shareholders, of which
RMB1,011.7 million was paid in the same year. In 2024, a dividend of RMB209.7 million was
SUMMARY
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declared by our Company to its equity shareholders, of which RMB208.8 million was paid in the
same year. In 2025, a dividend of RMB285.5 million was declared by the Company to its equity
shareholders, of which RMB285.5 million was paid in the same year. Subsequent to the end of the
Track Record Period and up to the Latest Practicable Date, a dividend of RMB145.5 million was
declared by our Company to its equity shareholders, which was fully paid on May 19, 2026.
RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGE
Acquisitions
Pursuant to a share purchase agreement entered into in September 2025, as amended and
supplemented in April 2026, Lingyi Technology acquired from Tritree Holding (Hong Kong)
Limited certain equity interests in Shenzhen Senyi Investment Holdings Co., Ltd. ( ଉέಌूҳ༟છ
ʮ̡) (“Senyi”). As of the Latest Practicable Date, the acquisition of the first phase of 10%
of shares of Senyi has been completed. Following completion of the acquisition, Lingyi Technology
will hold 51% equity interest of Senyi, and Senyi would become a non-wholly owned subsidiary of
our Company.
In December 2025, we entered into a share purchase agreement with then shareholders of
Dongguan Readore Technology Co., Ltd. (ʮ̡) (“Readore”) to
purchase their equity interests in Readore. In addition, through a voting rights proxy arrangement
with Zhang Qiang, a shareholder of Readore, we obtained the voting rights attached to 17.78% of
the equity interests held by Zhang Qiang in Readore. The acquisition was closed in January 2026,
following which we held 52.78% of voting rights in Readore, and Readore had become a
non-wholly owned subsidiary of our Company.
See Note 36 to the Accountants’ Report set out in Appendix I to this prospectus for more
details.
Unaudited Financial Information for the Three Months Ended March 31, 2026
Our revenue increased by 10.0% from RMB11.5 billion for the three months ended March 31,
2025 to RMB12.6 billion for the same period of 2026, primarily driven by the growth in revenue
from our automotive and advanced air mobility segment. Our revenue from the electronic devices
segment remained relatively stable at RMB10.3 billion for the three months ended March 31, 2025
and 2026. Our revenue from the automotive and advanced air mobility segment increased
significantly from RMB0.5 billion for the three months ended March 31, 2025 to RMB1.7 billion
for the same period of 2026, primarily attributable to the financial consolidation of our newly
acquired subsidiaries operating in this segment, as well as the expanding business scale and
increased customer orders of our existing automotive business.
Our cost of sales increased by 7.7% from RMB10.0 billion for the three months ended March
31, 2025 to RMB10.8 billion for the same period of 2026 in line with our revenue growth.
As a result, our gross profit increased by 25.3% from RMB1.5 billion for the three months
ended March 31, 2025 to RMB1.9 billion for the same period of 2026. Our gross margin increased
from 12.9% for the three months ended March 31, 2025 to 14.7% for the same period of 2026,
representing a steady improvement primarily driven by the integration of our newly acquired
businesses, the steady improvement in the profitability of our existing businesses, and economies
of scale achieved.
Our profit for the period decreased by 29.4% from RMB0.6 billion for the three months ended
March 31, 2025 to RMB0.4 billion for the same period of 2026, primarily attributable to significant
foreign exchange losses resulting from exchange rate fluctuations and increases in our selling,
administrative, and research and development expenses.
SUMMARY
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Our total assets decreased from RMB57.9 billion as of December 31, 2025 to RMB56.2 billion
as of March 31, 2026, primarily due to a decrease in our trade and other receivables, a decrease in
our cash and cash equivalents, and a decrease in other current financial assets resulting from a
decrease in bank wealth management products. Our total liabilities decreased from RMB33.5 billion
as of December 31, 2025 to RMB31.3 billion as of March 31, 2026, primarily due to a decrease in
our trade and other payables. Our net assets increased from RMB24.4 billion as of December 31,
2025 to RMB24.9 billion as of March 31, 2026, primarily attributable to the profit generated for the
period.
Our net cash generated from operating activities for the three months ended March 31, 2026
was RMB0.8 billion, which was primarily the result of our profit before taxation of RMB0.4 billion,
adjusted for non-cash items, effects of movement in working capital, and income tax we paid for
this period.
Our unaudited condensed consolidated interim financial information for the three months
ended March 31, 2026 has been reviewed by our Reporting Accountant in accordance with
International Standard on Review Engagements 2410 “Review of Interim Financial Information
Performed by the Independent Auditor of the Entity” issued by the International Auditing and
Assurance Standards Board. See Appendix IA to this prospectus for more details.
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
consolidated financial statements as set out in the Accountants’ Report in Appendix I to this
prospectus, and up to the date of this prospectus.
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commissions, and other fees
incurred in connection with the Global Offering. The estimated total listing expenses (based on the
Maximum Offer Price and assuming that no additional A Shares are issued under the 2024 Share
Option Scheme) for the Global Offering are approximately RMB97.9 million (equivalent to
approximately HK$112.6 million), accounting for approximately 1.4% of our gross proceeds from
the Global Offering. The estimated total listing expenses consist of (i) underwriting-related
expenses (including but not limited to commissions and fees) of approximately RMB59.0 million
(approximately HK$67.8 million), and (ii) non-underwriting related expenses of approximately
RMB38.9 million (approximately HK$44.7 million), which consist of fees and expenses of legal
advisers and Reporting Accountants of approximately RMB24.6 million (approximately HK$28.3
million), and other fees and expenses of approximately RMB14.3 million (approximately HK$16.4
million). Approximately RMB86.2 million (equivalent to approximately HK$99.1 million) of the
estimated listing expenses is directly attributable to the issue of new Shares to the public and will
be accounted for as a deduction from equity upon completion of the Global Offering. Approximately
RMB11.7 million (equivalent to approximately HK$13.5 million) is expected to be charged in profit
or loss for the Global Offering, of which RMB1.5 million was charged to our profit or loss during
the Track Record Period, and approximately RMB10.2 million is expected to be charged to our
profit or loss after the Track Record Period. This calculation is subject to adjustment based on the
actual amount incurred or to be incurred. The listing expenses above are the best estimate as of the
Latest Practicable Date and are for reference only. The actual amount may differ from such an
estimate.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$8,151.7 million, after deducting estimated underwriting commissions, fees and expenses
payable by us in connection with the Global Offering, assuming no additional A Shares are issued
under the 2024 Share Option Scheme, and at an Offer Price of HK$10.18 per Offer Share (being
the maximum Offer Price stated in the Prospectus).
SUMMARY
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In line with our strategies, we intend to use the net proceeds for the following purposes,
subject to changes in light of our evolving business needs and changing market conditions:
 Approximately 37.6% of the net proceeds, or HK$3,065.0 million, is expected to be used
to further enhance our production capacity through equipment investment and upgrade
core manufacturing processes.
 Approximately 11.9% of the net proceeds, or HK$970.1 million, will be allocated to
further strengthen our core R&D capabilities and technological innovation
infrastructure.
 Approximately 30.0% of the net proceeds, or HK$2,445.5 million, is expected to be used
for strategic investments and acquisitions that support the integration of industry
resources.
 Approximately 10.5% of the net proceeds, or HK$855.9 million, is expected to be used
to scale our manufacturing infrastructure within and outside Chinese Mainland.
 Approximately 10.0% of the net proceeds, or HK$815.2 million, will be allocated to
working capital and general corporate purposes.
See “Future Plans and Use of Proceeds” for more details relating to our future plans and use
of proceeds from the Global Offering, including the adjustment on the allocation of the proceeds
in the event that the Offer Price is fixed at a higher or lower level compared to the mid-point of the
indicative Offer Price range.
OFFERING STATISTICS
All statistics in the following table are based on the assumptions that (i) the Global Offering
has been completed, and 811,811,880 H Shares are issued pursuant to the Global Offering; (ii) no
additional A Shares are issued under the 2024 Share Option Scheme; and (iii) 8,120,010,560 Shares
are issued and outstanding following the completion of the Global Offering:
Based on an Offer Price of
HK$10.18 per H Share
Market capitalization of our H Shares (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100HK$8,264.2 million
Market capitalization of our Shares (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100HK$131,982.0 million
Unaudited pro forma adjusted net tangible asset per Share (3) /H1100/H1100 HK$4.04
Notes:
(1) The calculation of market capitalization is based on 811,811,880 H Shares expected to be in issue immediately
upon completion of the Global Offering.
(2) The calculation of market capitalization of our Shares is based on the assumption that 811,811,880 H Shares
will be in issue immediately upon completion of the Global Offering and 7,308,198,680 A Shares are issued
and outstanding immediately upon completion of the Global Offering and excluding 34,031,200 treasury
shares, with an average closing price of RMB14.79 during the five trading days of A Shares immediately
preceding the Latest Practicable Date.
(3) The unaudited pro forma adjusted consolidated net tangible assets per Share is arrived at after making
adjustments referred to in “Appendix II — Unaudited Pro Forma Financial Information” and on the basis that
a total of 8,061,620,033 Shares (representing 7,249,808,153 Shares excluding 56,252,824 shares held by the
Company in treasury as at December 31, 2025 and 811,811,880 Offer Shares) were in issue assuming that the
Global Offering had been completed on December 31, 2025. Considering the impact of the following
subsequent events: (a) subsequent acquisition of Dongguan Readore Technology Co., Ltd.; (b) exercise of
share options, which increased the total number of Shares by 2,137,703 Shares; (c) repurchase of shares, which
increased the number of treasury shares by 22,199,300 Shares; (d) declaration of dividends, with
corresponding effects of RMB(918,279,000), RMB8,434,000, RMB(311,133,000) and RMB(145,483,000),
respectively, the unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to
owners of the Company, the unaudited pro forma adjusted consolidated net tangible assets of the Group
attributable to owners of the Company per Share as at December 31, 2025 would be RMB3.35 (HK$3.85),
based on an Offer Price of HK$10.18 per Share, respectively.
SUMMARY
–1 5–


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(4) The 34,031,200 treasury shares referred to in Note (2) represent 56,252,824 treasury shares as at December
31, 2025 and 22,199,300 Shares repurchased thereafter and up to the Latest Practicable Date, net of 44,420,924
A Shares underlying the share awards granted under the Employee Stock Ownership Plans as at the Latest
Practicable Date. See “Appendix IV — Statutory and General Information — Employee Stock Ownership
Plans” for more details. The difference between the 8,085,979,360 Shares in Note (2) and the 8,061,620,033
Shares in Note (3) is attributable to the exercise of share options, subsequent share repurchases and the
exclusion of A Shares underlying the share awards from treasury shares for the purpose of calculating market
capitalisation.
RISK FACTORS
Our operations and the Global Offering involve certain risks and uncertainties. You should
read that section in its entirety carefully before you decide to invest in our Shares. Some of the
major risks we face include:
 We face intense competition in the global high-precision intelligent manufacturing
platform industry, and failure to compete successfully could adversely affect our market
position, business, financial condition and results of operations.
 Our business depends largely on broader trends in our end markets. Our growth
prospects and profit margins may not meet expectations if we are unable to expand our
business in those markets.
 Investment in new business strategies, acquisitions and other forms of business
integration could disrupt our ongoing business and present risks not originally
contemplated, and we may be unable to realize the anticipated benefits, synergies, cost
savings or efficiencies from acquisitions.
 Our business may be adversely affected if we fail to innovate or introduce new products
and solutions on a timely basis, and our investments in R&D may not yield the expected
results.
 We are subject to risks associated with our international businesses and operations.
 We may be subject to risks associated with international trade policies, export controls,
economic sanctions, geopolitics and trade protection measures.
 If our products do not meet our customers’ quality standards, our business and financial
condition may be negatively impacted.
 Future operating results depend upon our ability to obtain raw materials in sufficient
quantities on commercially reasonable terms from third-party suppliers. Raw material
prices may fluctuate, and we may not be able to timely or fully pass on increases in raw
material prices or risks to customers.
See “Risk Factors” for more details.
SUMMARY
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In this Prospectus, unless the context otherwise requires, the following terms shall have
the meanings set out below. Certain other terms are explained in the section headed
“Glossary of Technical Terms” in this Prospectus.
“2022 Employee Stock Ownership
Plan”
the A Share employee stock ownership plan adopted by our
Company on September 15, 2022, details of which are set in
“Statutory and General Information — 4. A Share Incentive
Plans” in the Appendix IV to this Prospectus
“2024 Employee Stock Ownership
Plan”
the A Share employee stock ownership plan adopted by our
Company on August 14, 2024, details of which are set in
“Statutory and General Information — 4. A Share Incentive
Plans” in the Appendix IV to this Prospectus
“2024 Share Option Scheme” the A Share option scheme adopted by our Company on
August 14, 2024, details of which are set in “Statutory and
General Information — 4. A Share Incentive Plans” in the
Appendix IV to this Prospectus
“2025 Employee Stock Ownership
Plan”
the A Share employee stock ownership plan adopted by our
Company on September 16, 2025, details of which are set in
“Statutory and General Information — 4. A Share Incentive
Plans” in the Appendix IV to this Prospectus
“A Shares” ordinary shares issued by the Company, with a nominal
value of RMB1.00 each, which are subscribed for or
credited as paid in Renminbi and are listed for trading on the
Shenzhen Stock Exchange
“A Share Incentive Plans” the A Share incentive plans, including the 2022 Employee
Stock Ownership Plan, the 2024 Employee Stock Ownership
Plan, the 2024 Share Option Scheme and the 2025 Employee
Stock Ownership Plan, details of which are set in “Statutory
and General Information — 4. A Share Incentive Plans” in
the Appendix IV to this Prospectus
“A Shareholder(s)” holder(s) of the A Share(s)
“Accountants’ Report” the accountants’ report for the Company and its subsidiaries
for each of the three years ended December 31, 2025, the
text of which is set out in Appendix I to this Prospectus
“affiliate(s)” with respect to any specified person, any other person,
directly or indirectly, controlling or controlled by or under
direct or indirect common control with such specified
person
“AFRC” the Accounting and Financial Reporting Council of Hong
Kong
“Articles of Association” or
“Articles”
the articles of association of our Company, as amended,
which shall become effective on the Listing Date, a
summary of which is set out in Appendix III
DEFINITIONS
–1 7–


--- page 27 ---
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Audit Committee” the audit committee of the Board
“Board Committee(s)” the board committees of our Company, namely the Audit
Committee, the Remuneration and Appraisal Committee, the
Nomination Committee and the Strategy Committee
“Board” or “our Board” the board of Directors
“Business Day” or
“business day”
a day on which banks in Hong Kong are generally open for
normal business to the public and which is not a Saturday,
Sunday or public holiday in Hong Kong
“Capital Market Intermediaries” or
“capital market
intermediary(ies)” or “CMI(s)”
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
“China”, “Chinese Mainland” or
“PRC”
the People’s Republic of China which, for the purpose of
this Prospectus and for geographical reference only,
excluding Hong Kong Special Administrative Region of the
People’s Republic of China, Macau Special Administrative
Region of the People’s Republic of China, and Taiwan,
China
“close associate(s)” has the meaning ascribed thereto under the Listing Rule
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong
Kong) as amended, supplemented or otherwise modified
from time to time
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance”
the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Chapter 32 of the Laws of Hong Kong) as
amended, supplemented or otherwise modified from time to
time
“Company”, “our Company”, or
“the Company”
LINGYI iTECH (GUANGDONG) COMPANY (ჯू౽
ʮ̡), a joint stock company incorporated in the
PRC with limited liability on July 1, 1975, the A Shares of
which are listed on the Shenzhen Stock Exchange (stock
code: 002600.SZ) (previously known as JPMF Guangdong
Co., Ltd. (ʮ̡))
“Company Law” or
“PRC Company Law”
the Company Law of the PRC (جas
amended, supplemented or otherwise modified from time to
time
“Compliance Advisor” Guotai Junan Capital Limited
“connected person(s)” has the meaning ascribed thereto under the Listing Rules
DEFINITIONS
–1 8–


--- page 28 ---
“connected transaction(s)” has the meaning ascribed thereto under the Listing Rules
“Controlling Shareholder(s)” has the meaning ascribed thereto under the Listing Rules
and unless the context otherwise requires, refers to Ms.
Zeng Fangqin (ා) and Lingsheng Investment. See
“Relationship with Our Controlling Shareholders” for
details
“Corporate Governance Code” the Corporate Governance Code set out in Appendix C1 to
the Listing Rules
“CSDCC” China Securities Depositary and Clearing Corporation
Limited (ப΂ʮ̡)
“CSRC” the China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ
ึ)
“Director(s)” or “our Director(s)” the director(s) of our Company or any one of them
“Dongguan Lingjie” Dongguan Lingjie Metal Precision Manufacturing
Technology Co., Ltd. (ʮ
̡), a limited liability company established on February 3,
2016 according to PRC laws and a wholly-owned subsidiary
of the Company
“EIT” the PRC enterprise income tax
“EIT Law” the Enterprise Income Tax Law of the People’s Republic of
China (), as amended,
supplemented or otherwise modified from time to time
“Exchange Participant(s)” a person (a) who, in accordance with the Rules of the Hong
Kong Stock Exchange, may trade on or through the Hong
Kong Stock Exchange; and (b) whose name is entered in a
list, register or roll kept by the Hong Kong Stock Exchange
as a person who may trade on or through the Hong Kong
Stock Exchange
“Extreme Conditions” extreme conditions caused by a super typhoon as announced
by the government of Hong Kong
“FINI” or “Fast Interface for New
Issuance”
“Fast Interface for New Issuance,” the 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 the Listing
“Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., a
global market research and consulting company, which is an
Independent Third Party
“Frost & Sullivan Report” an independent market research report commissioned by us
and prepared by Frost & Sullivan for the purpose of this
Prospectus
DEFINITIONS
–1 9–


--- page 29 ---
“General Rules of HKSCC” the General Rules of HKSCC as may be amended or
modified from time to time and where the context so
permits, shall include the HKSCC Operational Procedures
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Group”, “our Group,
“we” or “us”
the Company and all of its subsidiaries, or any one of them
as the context may require or, where the context refers to
any time prior to its incorporation, the business which its
predecessors or the predecessors of its present subsidiaries,
or any one of them as the context may require, were or was
engaged in and which were subsequently assumed by it
“Guide for New Listing
Applicants”
the Guide for New Listing Applicants issued by the Hong
Kong Stock Exchange effective from January 1, 2024, as
amended, supplemented or otherwise modified from time to
time
“H Share(s)” listed ordinary share(s) in the ordinary share capital of our
Company, with a nominal value of RMB1.00 each, which
are to be subscribed for and traded in Hong Kong dollars
and for which an application has been made for the granting
of listing and permission to deal in on the Hong Kong Stock
Exchange
“H Share Registrar” Computershare Hong Kong Investor Services Limited
“H Shareholder(s)” holder(s) of the H Share(s)
“HK$” or “Hong Kong Dollars” or
“HK Dollars”
Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
“HKSCC EIPO ” the application for Hong Kong Offer Shares to be issued in
the name of HKSCC Nominees and deposited directly into
CCASS to be credited to your designated HKSCC
Participant’s stock account through causing HKSCC
Nominees to apply on your behalf, including by instructing
your broker or custodian who is a HKSCC Participant to
give electronic application instructions via HKSCC’s FINI
system to apply for Hong Kong Offer Shares on your behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of
HKSCC
“HKSCC Operational Procedures” the operational procedures of HKSCC, containing the
practices, procedures and administrative or other
requirements relating to HKSCC’s services and the
operations and functions of CCASS, FINI or any other
platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time to
time in force
DEFINITIONS
–2 0–


--- page 30 ---
“HKSCC Participant(s)” a person 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 Offer Shares” the 81,181,320 H Shares offered by us for subscription at the
Offer Price pursuant to the Hong Kong Public Offering
(subject to adjustments as described in the section headed
“Structure of the Global Offering”)
“Hong Kong Public Offering” the offering of the Hong Kong Offer Shares for subscription
by the public in Hong Kong (subject to adjustments as
described in the section headed “Structure of the Global
Offering”) at the Offer Price (plus brokerage, SFC
transaction levy, Hong Kong Stock Exchange trading fee
and AFRC transaction levy), on and subject to the terms and
conditions described in the section headed “Structure of the
Global Offering”
“Hong Kong Stock Exchange” or
“Stock Exchange”
The Stock Exchange of Hong Kong Limited, a wholly-
owned subsidiary of Hong Kong Exchange and Clearing
Limited
“Hong Kong Takeovers Code” or
“Takeovers Code”
the Codes on Takeovers and Mergers and Share Buy-backs
issued by the SFC, as amended, supplemented or otherwise
modified from time to time
“Hong Kong Underwriters” the underwriters listed in the paragraph headed
“Underwriting — Hong Kong Underwriters”, being the
underwriters of the Hong Kong Public Offering
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated June 16, 2026, relating to
the Hong Kong Public Offering entered into by, among other
parties, our Company, the Controlling Shareholders, the
Sole Sponsor, the Overall Coordinators and the Hong Kong
Underwriters, as further described in “Underwriting —
Underwriting Arrangements and Expenses — Hong Kong
Public Offering — Hong Kong Underwriting Agreement”
“IFRS” the International Financial Reporting Standards
“IIT Law” the Individual Income Tax Law of the PRC ( ʕശɛ͏΍
)
“Independent Third Party(ies)” any entity(ies) or person(s) who is not a connected person of
our Company within the meaning of the Hong Kong Listing
Rules
“International Offer Shares” the 730,630,560 H Shares offered by our Company pursuant
to the International Offering (subject to adjustments as
described in the section headed “Structure of the Global
Offering”)
DEFINITIONS
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“International Offering” the offering of the International Offer Shares at the Offer
Price outside the United States in offshore transactions in
reliance on Regulation S under the U.S. Securities Act, in
each case on and subject to the terms and conditions of the
International Underwriting Agreement, as further described
in the section headed “Structure of the Global Offering”
“International Underwriters” the underwriters who are expected to enter into the
International Underwriting Agreement to underwrite the
International Offering
“International Underwriting
Agreement”
the underwriting agreement relating to the International
Offering expected to be entered into on or about June 24,
2026, by, among others, our Company, the Controlling
Shareholders and the International Underwriters, as further
described in the section headed “Underwriting —
Underwriting Arrangements and Expenses — International
Offering”
“Joint Bookrunners”,
“Joint Global Coordinators”,
“Joint Lead Managers”
the joint bookrunners, the joint global coordinators, and the
joint lead managers as named in “Directors and Parties
Involved in the Global Offering”
“JPMF” JPMF Guangdong Co., Ltd., whose predecessor Jiangmen
Powder Metallurgy Factory (ᅀ) was
established on July 1, 1975 and was converted to a joint
stock company with limited liability on September 4, 2008
in accordance with the laws of the PRC and whose shares
have been listed on the Shenzhen Stock Exchange since July
2011 (stock code: 002600)
“Latest Practicable Date” June 9, 2026, being the latest practicable date for the
purpose of ascertaining certain information contained in this
Prospectus prior to its publication
“Lingsheng Electronic” Triumph Lead Electronic Technology (Shenzhen) Co., Ltd.
(Ҧ(ଉέ)ʮ̡), a limited liability company
established on May 12, 2006 in accordance with PRC laws
“Lingsheng Investment” Lingsheng Investment (Jiangsu) Co., Ltd. ( ჯ௷ҳ༟(Ϫᘽ)
ʮ̡), a limited liability company established in the
PRC on April 30, 2015, a member of our Controlling
Shareholders
“Lingyi Technology” Lingyi Technology (Shenzhen) Co., Ltd. (Ҧ(ଉέ)Ϟ
ʮ̡), a limited liability company established on July 6,
2012 according to PRC laws and a wholly-owned subsidiary
of the Company
“Lingyi Technology Group” Lingyi Technology and its subsidiaries, or where the context
so requires, in respect of the periods before the Lingyi
Technology became the holding company of its present
subsidiaries, such subsidiaries as if they were subsidiaries of
Lingyi Technology at the relevant time
“Listing” the listing of our H Shares on the Main Board
DEFINITIONS
–2 2–


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“Listing Committee” the listing committee of the Hong Kong Stock Exchange
“Listing Date” the date, expected to be on or about Friday, June 26, 2026,
on which the H Shares are to be listed and on which dealings
in the Shares are to be first permitted to take place on the
Hong Kong Stock Exchange
“Listing Rules” or “Hong Kong
Listing Rules”
the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, as amended,
supplemented or otherwise modified from time to time
“LOM India” Isallom India Private Limited (formerly known as Lite-
On-Mobile India Private Limited), a company incorporated
in India with limited liability and an indirect wholly-owned
subsidiary of the Company
“Main Board” the stock exchange (excluding the option market) operated
by the Hong Kong Stock Exchange which is independent
from and operated in parallel with the GEM of the Hong
Kong Stock Exchange
“Ministry of Finance” or “MOF” Ministry of Finance of the PRC (௅)
“MOFCOM” or “Ministry of
Commerce”
the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ
௅) (formerly known as the Ministry of Foreign Trade and
Economic Cooperation of the PRC ( ʕശɛ͏΍ձ਷࿁̮຾
௅))
“Ms. Zeng” Ms. Zeng Fangqin (ා), our chairwoman of the Board
executive Director, general manager, and a member of our
Controlling Shareholders
“NDRC” National Development and Reform Commission of the PRC
(ึ)
“New Judicial Interpretation” the Supreme People’s Court’s Interpretation (II) on Several
Issues Concerning the Application of Law in Labor Dispute
Cases (ਪᕚ
༆ᙑ(ɚ))
“Nomination Committee” the nomination committee of the Board
“Offer Price” the final offer price per Offer Share (exclusive of brokerage
fee of 1.0%, SFC transaction levy of 0.0027%, Hong Kong
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 as described in the section headed “Structure of the
Global Offering”
“Offer Share(s)” the Hong Kong Offer Shares and the International Offer
Shares
“Overall Coordinator” the Overall Coordinator as named in the section headed
“Directors and Parties Involved in the Global Offering”
DEFINITIONS
–2 3–


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“Overseas Listing Trial Measures” The Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies and five
supporting guidelines ( ྤʫΆุྤ̮೯БᗇՎձɪ̹၍
ˏ) promulgated by the CSRC
on February 17, 2023 and became effective on March 31,
2023
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central
bank of the PRC
“PRC GAAP” generally accepted accounting principles in the PRC
“PRC Legal Adviser” Jia Yuan Law Offices, our legal adviser on PRC laws in
connection with the Global Offering
“Price Determination Agreement” the agreement to be entered into by Overall Coordinators
(for themselves and on behalf of the Hong Kong
Underwriters) and our Company on the Price Determination
Date to record and fix the Offer Price
“Price Determination Date” the date, expected to be on or before Wednesday, June 24,
2026 (Hong Kong time) on which the Offer Price is
determined, or such later time as our Company and the
Overall Coordinator (on behalf of the Hong Kong
Underwriters) may agree, but in any event not later than
12:00 noon on Wednesday, June 24, 2026
“Prospectus” or “prospectus” this prospectus being issued in connection with the Hong
Kong Public Offering
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration and Appraisal
Committee”
the remuneration and appraisal committee of the Board
“Renminbi” or “RMB” the lawful currency of the PRC
“Reverse Acquisition” the acquisition of 100% of the equity interests in Lingyi
Technology by JPMF from Lingsheng Investment,
Chuangkexiang LP and Jinxiangtai LP by issuing shares in
JPMF in 2018
“SAFE” the State Administration of Foreign Exchange of the PRC
(̮ි၍ଣ҅)
“Salcomp” Salcomp Plc and its subsidiaries. Salcomp Plc was
established on 14 December 1998 according to the laws of
Finland. Its shares were listed on NASDAQ OMX Helsinki
in 2006 and delisted in 2011
“SAMR” the State Administration for Market Regulation of the PRC
(̹ఙ္ຖ၍ଣᐼ҅)
“SAT” the State Taxation Administration of the PRC ( ʕശɛ͏΍
೼ਕᐼ҅)
DEFINITIONS
–2 4–


--- page 34 ---
“SFC” or “Securities and Futures
Commission”
the Securities and Futures Commission of Hong Kong
“SFO” or “Securities and Futures
Ordinance”
the Securities and Futures Ordinance, Chapter 571 of the
Laws of Hong Kong, as amended, supplemented or
otherwise modified from time to time
“Shanghai-Hong Kong Stock
Connect”
a securities trading and clearing links program developed by
the Hong Kong Stock Exchange, Shanghai Stock Exchange,
HKSCC and CSDC for mutual market access between Hong
Kong and Shanghai
“Share Option(s)” share options granted pursuant to the 2024 Share Option
Scheme
“Share(s)” ordinary share(s) in the capital of our Company with a
nominal value of RMB1.00 each, comprising A Shares and
H Shares
“Shareholder(s)” holder(s) of our Share(s)
“Shenzhen-Hong Kong Stock
Connect”
a securities trading and clearing links program to be
developed by the Hong Kong Stock Exchange, Shenzhen
Stock Exchange, HKSCC and CSDC for mutual market
access between Hong Kong and Shenzhen
“Shenzhen Lingpeng” Shenzhen Lingpeng Intelligent Technology Co., Ltd. ( ଉέ
ʮ̡), a limited liability company
established on November 24, 2020 and a wholly-owned
subsidiary of the Company
“Shenzhen LLmachine” Shenzhen LLmachine Co., Ltd. (ʮ
̡), a limited liability company established on May 26, 2008
according to PRC laws and a wholly-owned subsidiary of
the Company
“Shenzhen Stock Exchange” the Shenzhen Stock Exchange (ה׸)
Sole Sponsor” the sole sponsor of the Listing as named in the section
headed “Directors and Parties Involved in the Global
Offering”
“Sole Sponsor-OC” or “Sole
Sponsor-Overall Coordinator”
the sole sponsor-overall coordinator as named in “Directors
and Parties Involved in the Global Offering”
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Strategy Committee” the strategy committee of the Board
“subsidiary(ies)” has the meaning ascribed to it under the Listing Rules
“substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules
“Track Record Period” the period comprising the three financial years ended
December 31, 2025
DEFINITIONS
–2 5–


--- page 35 ---
“treasury shares” has the meaning ascribed to it under the Listing Rules
“U.S. Government” the federal government of the United States, including its
executive, legislative and judicial branches
“U.S. Securities Act” United States Securities Act of 1933, as amended,
supplemented or otherwise modified from time to time
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the
International Underwriting Agreement
“United States”, “USA” or “U.S.” the United States of America, its territories, its possessions
and all areas subject to its jurisdiction
“US$” or “U.S. dollar(s)” United States dollars, the lawful currency of the U.S.
“V AT” value-added tax
“White Form eIPO ” the application for Hong Kong Offer Shares to be issued in
the applicant’s own name, submitted online through the
designated website of the White Form eIPO Service
Provider, at www.eipo.com.hk
“White Form eIPO Service
Provider”
Computershare Hong Kong Investor Services Limited
“Wuxi Lingyi Metal” Lingyi Metal Manufacturing (Wuxi) Co., Ltd. ( ჯᕆၚ੗ʞ
Ⴁி(ೌ፼)ʮ̡), formerly known as Santak Metal
Manufacturing (Wuxi) Co., Ltd. (Ⴁி(ೌ፼)
ʮ̡), a limited liability company deregistered on
September 26, 2024
“Zhuhai Lingyi” Lingyi Industry (Zhuhai) Co., Ltd. ( ჯᛄྼุ(मऎ)ʮ
̡) (formerly known as Flextronics Industrial (Zhuhai) Co.,
Ltd. ( ਃ௴ɢྼุ(मऎ)ʮ̡)), a limited liability
company established on 19 August 1999 in accordance with
PRC laws
“%” per cent
In this Prospectus, the terms “associate,” “close associate,” “connected person,” “core
connected person,” “connected transaction,” “subsidiaries” and “substantial shareholder” shall
have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.
Certain amounts and percentage figures included in this Prospectus have been subject to
rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures preceding them. Any discrepancies in any table or chart between the total
shown and the sum of the amounts listed are due to rounding.
For ease of reference, the names of the PRC established companies or entities, laws or
regulations have been included in this Prospectus in both the Chinese and English languages; in
the event of any inconsistency, the Chinese versions shall prevail.
DEFINITIONS
–2 6–


--- page 36 ---
This glossary contains definitions of certain technical terms used in this prospectus in
connection with us and our business. These may not correspond to standard industry
definitions and may not be comparable to similarly terms adopted by other companies.
“3C” the combination of computer, communication and consumer
electronics
“advanced air mobility” a new sector encompassing a range of commercial activities
within low-altitude airspace (typically below 1,000 meters
above sea level). The sector focuses on next-generation,
electrically or hybrid-powered aerial mobility products and
related systems, serving applications such as urban
transportation, logistics, public services, and specialized
industrial operations, and is characterized by stringent
requirements for lightweight design, system integration,
operational safety, and intelligent control
“AC” alternating current, an electric current that reverses its
direction many times a second at regular intervals
“AGV” automated guided vehicle, portable robots that typically
follow along marked long lines or wires on the floor, or use
radio waves, vision cameras, magnets, or lasers for
navigation, often used in industrial applications to transport
heavy materials around a large industrial building
“AIDC” AI data center
“AOI” automated optical inspection
“APU” acid production unit
“AR” augmented reality, an enhanced version of reality created by
the use of technology to overlay digital information on an
image of something being viewed through a device
“BG” business group
“BU” business unit
“CFT” customer focus team
“CNC” computer numerical control, which is an automatic machine
tool controlled by numerical instructions
“DC” direct current, an electric current flowing in one direction
only
“DOF” degree of freedom, the number of independent parameters
that define the motion of a mechanical or control system
“DPU” diffusion purification unit, a unit used to purify gases or
liquids through diffusion-based processes
“EHS” environment, health and safety
“ERP” enterprise resource planning
GLOSSARY OF TECHNICAL TERMS
–2 7–


--- page 37 ---
“EPS” electric power steering system, a vehicle steering system
that uses an electric motor to provide steering assistance
“GHG” greenhouse gas
“IoT” internet of things, the collective network of connected
devices and the technology that facilitates communication
between devices and the cloud, as well as between devices
themselves
“JDM” joint design manufacturing, a collaborative business model
where a company and its manufacturer partner to jointly
design and manufacture a product
“LPG” liquefied petroleum gas, a fuel gas which contains a
flammable mixture of hydrocarbon gases, specifically
propane, n-butane and isobutane
“MES” manufacturing execution system, a system which monitors
and controls complex manufacturing systems and data
across multiple function areas in a manufacturing process
“MIM” metal injection molding, a metalworking process in which
finely-powdered metal is mixed with binder material to
create a feedstock that is then shaped and solidified using
injection molding
“MWh” megawatt-hour, a measure of energy used to quantify how
much electricity is consumed or generated within a one-hour
period
“NEV” new energy vehicle, comprising battery electric vehicles,
plug-in hybrid electric vehicles and fuel cell electric
vehicles
“NOx” nitrogen oxides
“ODM” original design manufacturer, a company that designs and
manufactures products to eventually be sold under third-
party brands
“OEM” original equipment manufacturer, a manufacturer or
production entity that produces goods which are ultimately
sold under third-party brands
“PC” polycarbonate, an amorphous polymer which, upon melting
and subsequent cooling, forms a transparent, glass-like
material. It exhibits superior optical clarity and mechanical
strength
“PMC” production material control, the process of planning,
monitoring and managing production materials to ensure
timely supply for manufacturing operations
“PV” photovoltaic, technology that converts sunlight directly into
electricity using semiconductor materials
“PVD” physical vapor deposition, a technology that allows the
deposition of thin films by physical means, most often used
for the deposition of metals
“QCC” quality control circle
GLOSSARY OF TECHNICAL TERMS
–2 8–


--- page 38 ---
“R&D” research and development
“SCARA” selective compliance assembly robot arm, a type of
industrial robot featuring a rigid vertical axis and flexible
horizontal movement, optimized for high-speed and high-
precision assembly, pick-and-place, and material handling
operations
“SOx” sulfur oxides
“UL 2799” an internationally recognized environmental claim
validation standard that certifies an organization’s
achievement of Zero Waste to Landfill through independent
third-party verification
“VC” vapor chamber, a type of heat dissipation device that utilizes
phase-change and capillary action within a sealed chamber
to achieve efficient thermal conductivity
“VDA” German Association of the Automotive Industry
“VOCs” volatile organic compounds
“VR” virtual reality, the computer-generated simulation of a 3D
image or environment that can be interacted with in a
seemingly real or physical way by a person using special
electronic equipment
“W” watts, a measure of the rate of energy transfer over a unit of
time, with one watt equal to one joule per second
“WMS” warehouse management system, a system which allows
enterprises to control and manage warehouse operations
“XR” extended reality, a collective term that refers to immersive
technologies, including AR, VR and mixed reality
“yield” the percentage of products that meet quality standards
through a manufacturing process, without needing rework or
repairs
GLOSSARY OF TECHNICAL TERMS
–2 9–


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This Prospectus contains forward-looking statements and information relating to us and our
subsidiary that are based on the intentions, beliefs, expectations or predictions 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,” “vision,”
“aspire,” “target,” “schedules,” and the negative of these words and other similar expressions, as
they relate to us or our management, are intended to identify forward-looking statements. Such
statements reflect the current views of our management with respect to future events, operations,
liquidity and capital resources, some of which may not materialize or may change. These statements
are subject to certain risks, uncertainties and assumptions, including the risk factors as described
in this Prospectus, some of which are beyond our control and may cause our actual results,
performance or achievements, or industry results, to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. You are
strongly cautioned that reliance on any forward-looking statements involves known and unknown
risks and uncertainties. The risks and uncertainties facing us which could affect the accuracy of
forward-looking statements include, but are not limited to, the following: our operations and
business prospects; our ability to maintain relationships with, and the actions and developments
affecting, our major business partners; future developments, trends and conditions in the industries
and markets in which we operate or plan to operate; general economic, political and business
conditions in the markets in which we operate; changes to the regulatory environment in the
industries and markets in which we operate; our ability to maintain our market leading position; the
actions and developments of our competitors; the ability of third parties to perform in accordance
with contractual terms and specifications; our ability to retain senior management and key
personnel and recruit qualified staff; our business strategies and plans to achieve these strategies,
including our geographic expansion plans; our ability to defend our intellectual rights and protect
confidentiality; the effectiveness of our quality control systems; change or volatility in interest
rates, foreign exchange rates, equity prices, trading volumes, commodity prices and overall market
trends, including those pertaining to the PRC and the industry and markets in which we operate;
capital market developments; and all other risks and uncertainties described in the section headed
“Risk Factors” in this Prospectus.
By their nature, certain disclosures relating to these and other risks are only estimates and
should one or more of these uncertainties or risks, among others, materialize, actual results may
vary materially from those estimated, anticipated or projected, as well as from historical results.
Specifically but without limitation, sales could decrease, costs could increase, capital costs could
increase, capital investment could be delayed, and anticipated improvements in performance might
not be fully realized.
Subject to the requirements of applicable laws, rules and regulations, we do not have any and
undertake no obligation to update or otherwise revise the forward-looking statements in this
Prospectus, whether as a result of new information, future events or otherwise. As a result of these
and other risks, uncertainties and assumptions, the forward-looking events and circumstances
discussed in this Prospectus might not occur in the way we expect or at all. Accordingly, you should
not place undue reliance on any forward-looking information. All forward-looking statements in
this Prospectus are qualified by reference to the cautionary statements in this section as well as the
risks and uncertainties discussed in the section headed “Risk Factors” in this Prospectus.
In this Prospectus, statements of or references to our intentions or those of our Directors are
made as of the date of this Prospectus. Any such information may change in light of future
developments.
FORW ARD-LOOKING STATEMENTS
–3 0–


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An investment in our H Shares involves significant risks. You should carefully consider
all of the information in this prospectus, including the risks and uncertainties described
below, as well as our financial statements and the related notes, and the “Financial
Information” section, before deciding to invest in our H Shares. Our operations involve
certain risks and uncertainties, some of which are beyond our control and may cause you to
lose all or part of your investments in our H Shares. The following is a description of what
we consider to be our material risks. Any of the following risks could have a material adverse
effect on our business, financial condition, results of operations and growth prospects. In any
such event, the market price of our H Shares could decline, and you may lose all or part of
your investment. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial also may impair our business operations.
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” in this
prospectus.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
We face intense competition in the global high-precision intelligent manufacturing platform
industry, and failure to compete successfully could adversely affect our market position,
business, financial condition and results of operations.
The global high-precision intelligent manufacturing platform industry is highly competitive
and includes numerous companies with varying levels of engineering expertise and technological
sophistication, some of which have achieved substantial market share. Competition is generally
characterized by pricing pressures and rapid technological changes.
We compete with different companies depending on the product type and geographic region.
Some competitors may have longer operating histories, stronger brand recognition, larger customer
bases, and greater financial, sales and marketing, production, distribution, technical and other
resources than we do. Their larger scale may provide advantages in production efficiency, cost
control, and procurement of raw materials or utilities. Competitors may also devote more resources
to R&D, creating technologies, products and solutions that are more advanced or efficient than ours.
They may adapt more quickly to new technologies and changing customer demands. Failure to
maintain a competitive position in technology, adapt to market changes, or compete effectively with
existing or new competitors could materially and adversely affect our business, financial condition,
results of operations and market position.
Our business depends largely on broader trends in our end markets. Our growth prospects
and profit margins may not meet expectations if we are unable to expand our business in those
markets.
We sell products that serve a range of end markets, including electronic devices and
automotive and advanced air mobility, among others. Most of these markets are cyclical and are
closely tied to global macroeconomic conditions. In particular, these are influenced by consumer
spending power, infrastructure investment and government monetary and fiscal policies.
In addition, market demand for products and solutions that incorporate our components and
modules in those end markets may fluctuate due to changing industry trends or evolving regulatory
priorities. Negative publicity or public sentiment toward certain products in our end markets could
reduce consumer demand, which may adversely affect the sales of parts and components we supply.
Technology advancements in those end markets may also change customer requirements and
preferences.
RISK FACTORS
–3 1–


--- page 41 ---
Factors affecting our end markets are beyond our control. If any of the foregoing factors result
in a material slowdown in one or more of our key markets, or if growth in those markets weakens,
our business, financial condition, results of operations and prospects may be materially and
adversely affected if we are unable to adjust to market shifts or technological changes in a timely
manner.
Investment in new business strategies, acquisitions and other forms of business integration
could disrupt our ongoing business and present risks not originally contemplated, and we may
be unable to realize the anticipated benefits, synergies, cost savings or efficiencies from
acquisitions.
We have undertaken acquisitions historically, and may continue to pursue acquisitions,
strategic investments and partnerships. Such transactions may involve businesses, technologies,
products, personnel, operations, supply chain capabilities or sales networks that are complementary
to our existing business. However, there is no assurance that we will be able to identify suitable
targets or complete acquisitions or investments on commercially acceptable terms.
Acquisitions and strategic investments involve valuation and due diligence risks. We may
overestimate the value, growth prospects, profitability, market position, brand value or expected
synergies of an acquisition target, or fail to identify liabilities, operational deficiencies, internal
control weaknesses, regulatory compliance issues, product quality issues, intellectual property
risks, customer or supplier concentration risks or other adverse matters during due diligence. If the
actual performance of an acquired business, brand, technology or product falls short of our
expectations, or if market conditions, competitive dynamics or customer demand change after
completion, we may be unable to recover our investment or realize the anticipated benefits of the
acquisition.
We may also face difficulties in integrating acquired businesses, brands, technologies,
products, personnel and operations. Successful integration may require us to align business
strategies and corporate cultures, retain key management and other personnel, integrate
technologies, products, operating systems and sales channels, support existing supplier, distributor
and customer relationships, and maintain the reputation and market positioning of acquired brands.
These integration efforts may be complex, time-consuming and costly, and may divert management
attention and resources from our existing business. We may also incur increased operating expenses,
additional indebtedness, contingent or unforeseen liabilities, amortization expenses for intangible
assets, or other costs in connection with acquisitions.
If any of the foregoing risks materialize, we may not be able to generate revenue from
acquired businesses, technologies or products sufficient to meet our objectives in undertaking the
acquisition or to offset the associated acquisition, integration and maintenance costs. We may also
be unable to realize the anticipated benefits, synergies, cost savings or efficiencies from
acquisitions, and may be required to recognize impairment losses on goodwill, intangible assets or
other assets arising from such acquisitions, which in turn could materially and adversely affect our
business, financial condition, results of operations and prospects.
Our business may be adversely affected if we fail to innovate or introduce new products and
solutions on a timely basis, and our investments in R&D may not yield the expected results.
The industry in which we operate is subject to rapid technological change and continuous
innovation, resulting in relatively short product life cycles. We invest significant resources in R&D
to offer products and solutions that meet customer demands, remain competitive and keep pace with
evolving technologies.
R&D activities are inherently uncertain. We may allocate resources, including joint efforts
with customers, to develop new products that may ultimately not reach commercialization due to
shifts in market demand or technological trends. New products may also fail to satisfy customer
requirements even after we have invested in process upgrades or manufacturing innovations. We
cannot assure you that our R&D projects or those undertaken with our customers will lead to
successful new product development, generate revenue, be completed on schedule, or stay within
budget. Newly developed products and solutions may not achieve commercial success, meet
anticipated sales targets, or generate expected profits.
RISK FACTORS
–3 2–


--- page 42 ---
Competitors may develop products and solutions that are similar or superior to ours at more
competitive prices. Market windows for new products and solutions are often limited, and we may
have to abandon developments that are no longer commercially viable, even after significant
investment. In addition, our existing manufacturing processes may not always be sufficiently
advanced or adaptable to support customer production at the required scale or quality level. We
cannot assure you that our R&D activities will result in the successful development of new
technologies, processes, or products and solutions at acceptable costs or within reasonable
timeframes. Failure to launch products and solutions on time or with a competitive edge could
materially and adversely affect our business, prospects, financial condition and results of
operations.
We are subject to risks associated with our international businesses and operations.
We have expanded our global presence by offering our products and solutions to over 4,000
customers across over 30 countries and regions. As of December 31, 2025, we operated 80 regional
hubs with 64 in Chinese Mainland and 16 located overseas. As we continue to grow internationally,
we face a range of risks related to operating across multiple jurisdictions, including but not limited
to: diversion of management attention and higher operating costs; difficulty in maintaining effective
oversight and control of our subsidiaries overseas; limited experience, talent and resources in
certain local markets; increasingly stringent regulatory and compliance obligations that may raise
our costs and exposure; potential trade restrictions or sanctions; import and export licensing
requirements; changes in tariff or customs policies; double taxation or other adverse tax outcomes;
transportation and logistics delays; and fluctuations in exchange rates.
Any of the foregoing factors could materially and adversely affect our business, financial
condition, results of operations and ability to sustain and expand our international operations.
We may be subject to risks associated with international trade policies, export controls,
economic sanctions, geopolitics and trade protection measures.
We operate within a global supply chain, and our products and solutions are supplied globally
as part of various end products. As such, our business is subject to risks arising from international
trade regulations, government policies and geopolitical developments.
Recent trade tensions, such as the ongoing U.S.-China trade dispute, have resulted in higher
tariffs, export controls, and other restrictive measures targeting high-technology goods,
semiconductors, and electronic products. In February 2025, the President of the United States
imposed a 20% tariff on Chinese goods (the “Fentanyl Tariffs”). On April 2, 2025, an additional
10% across-the-board tariff was imposed on imports from the United States’ trading partners,
together with country-specific tariffs for certain jurisdictions (collectively, the “Reciprocal Tariffs,”
and together with the Fentanyl Tariffs, the “Additional U.S. Tariffs”). Following this, reciprocal
tariff rates targeting China have been adjusted multiple times. On October 30, 2025, based on the
announcement by the Chinese and U.S. governments after the Sino-U.S. talk, 10% Fentanyl Tariffs
will be cancelled, and 24% Reciprocal Tariffs on China will be further suspended for a year.
Therefore, if no further changes occur, the Additional US Tariffs rate on China will remain at 20%
until November 10, 2026, including a 10% Fentanyl Tariffs and a 10% Reciprocal Tariffs.
On February 20, 2026, the U.S. Supreme Court declared the Reciprocal Tariffs and Fentanyl
Tariffs invalid. Subsequently, the U.S. government further increased universal tariffs through a 10%
Section 122 tariff. Although the U.S. Court of International Trade (the “CIT”) ruled that the Section
122 tariffs were invalid for specific plaintiffs, the U.S. government has appealed and the Federal
Circuit has entered an administrative stay, suspending the implementation of the CIT’s order, and
thus the Section 122 tariffs remain in effect. International tariff policies remain highly fluid, and the
eventual outcome of these proceedings, including whether the Additional U.S. Tariffs will be upheld
or repealed, is uncertain. Should these tariffs remain in effect or be expanded, they could increase
the cost of end products imported into the United States and reduce their competitiveness. Our
customers importing products into the United States may seek to pass the additional costs on to us
or to their downstream customers. Even if such costs are not directly passed onto us, reduced
competitiveness of our customers’ end products could result in decreased or cancelled purchase
orders.
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On August 9, 2023, the Biden Administration issued an Executive Order on Addressing United
States Investments in Certain National Security Technologies and Products in Countries of Concern,
granting the U.S. government authority to establish and enforce an outbound investment screening
regime. On October 28, 2024, the U.S. Department of the Treasury promulgated the “Final Rule”
to implement this Executive Order, which became effective on January 2, 2025. The Final Rule
regulates “covered transactions” by U.S. persons involving “covered foreign persons” linked to
“countries of concern,” particularly in three sectors related to national security technologies: (i)
semiconductors and microelectronics, (ii) quantum information technologies, and (iii) AI. Given the
nature of our business, we do not believe that we are directly or indirectly engaged in any “covered
activities” as described in the definition of “prohibited transaction” and “notifiable transaction”
(each as defined in the Final Rule). Therefore, we believe that our business will not trigger risks
under Final Rule.
In addition, the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce
has introduced several interim final rules since October 2022, including the BIS October 2022
Interim Final Rule (“IFR”), the BIS October 2023 IFR, and the BIS December 2024 IFR (together,
the “BIS IFRs”). These measures impose new or expanded export licensing requirements for items
subject to the U.S. Export Administration Regulations (“EAR”) that are intended for use in
developing or producing advanced computing integrated circuits, supercomputers, and advanced
semiconductor manufacturing equipment in certain jurisdictions, including China. The BIS IFRs
also added certain advanced and high-performance computing components to the Commerce
Control List, further restricting exports to affected regions.
Moreover, the BIS maintains the Entity List and other restricted or prohibited parties’ lists,
which identify individuals and entities subject to enhanced export control restrictions. In recent
years, an increasing number of entities, including hundreds based in China, have been added to such
lists. The U.S. government has also expanded its export control regimes, restricting access to
U.S.-origin goods, software, and technologies, as well as foreign products derived from U.S.
technology.
Economic sanctions in the United States are primarily administered and enforced by the Office
of Foreign Assets Control (“OFAC”), which implements comprehensive trade and financial
sanctions targeting specific countries, regions, or designated entities and individuals. Similarly, the
United Kingdom, through the Foreign, Commonwealth & Development Office (“FCDO”) and the
Office of Financial Sanctions Implementation (“OFSI”), maintains its own autonomous sanctions
regime, which includes asset freezes and trade restrictions aligned with its geopolitical and security
policies. These developments are unpredictable and may continue to evolve rapidly. Our business
and reputation could be adversely affected if the relevant authorities were to determine that any of
our past or future activities constitutes a violation of the relevant sanctions or provide a basis for
a sanction designation of us.
Furthermore, the government of India amended the Foreign Direct Investment Policy (“FDI
Policy”) via Press Note 3 (“PN3”) dated April 17, 2020, to mandate that any investment by an entity
incorporated in a country that shares a land border with India (“LBC”), or where the beneficial
owner of the investment is situated in or is a citizen of any such country, requires prior government
approval. Additionally, any transfer of ownership of any existing or future FDI in an entity in India
resulting in the beneficial ownership falling within the aforesaid jurisdiction(s) also requires
Government approval. The contents of PN3 form part of the Foreign Exchange Management
(Non-Debt Instruments) Rules, 2019 (“NDI Rules”), and apply without any minimum investment
threshold and affect investments from countries including China. However, the Government of India
on March 15, 2026 via Press Note No. 2 (2026 Series) (“PN2”) amended the FDI Policy and
provided that the expression ‘beneficial owner’ of an investment into India shall mean the
‘beneficial owner’ of the investor entity that does not share land border with India with reference
to the Prevention of Money Laundering Act, 2002 and determined as per criteria stipulated under
the Prevention of Money Laundering (Maintenance of Records) Rules, 2005 (“PML Rules”).
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PN2 provides criteria for determining beneficial ownership to be construed as vested in an
LBC, and arises where citizens or entities of an LBC have the ability to, directly or indirectly,
individually or cumulatively, independently or collectively, hold rights or entitlements: in excess of
the applicable thresholds prescribed under Rule 9(3) of the PML Rules (“ Controlling ownership
interest” means ownership of or entitlement to more than 10% of shares or capital or profits of the
company ) over the investor entity which is incorporated or registered in a country other than a
country sharing land border with India; which enable such citizen(s) and/or entity(ies) to exercise
control over the investor entity referred above; or which enable such citizen(s) and/or entity(ies) to
exercise ultimate effective control over the investee entity in any manner.
Any transfer of ownership of any existing or future FDI in an entity in India can be made
under automatic route (not requiring prior government approval) if it does not result in beneficial
ownership falling outside the thresholds mentioned under PML Rules that is presently 10% and
non-controlling.
PN2 further provides that investments into India from an investor entity having any direct or
indirect ownership by a citizen or entity of an LBC, and not requiring prior Government approval,
shall be subject to a reporting requirement in the format prescribed under the Standard Operating
Procedure (“SOP”) dated May 4, 2026 issued by the Department for Promotion of Industry and
Internal Trade (“DPIIT”). This reporting obligation is in addition to compliance with applicable
sectoral caps, entry routes, and attendant conditions.
It is therefore unclear and may not be possible to determine whether any change in our
shareholding structure or beneficial ownership following the Global Offering would trigger
approval requirements. Given the continuous trading of our shares after the Listing, seeking
approval on an ongoing basis would be impractical. The approval process is subject to
administrative discretion and timing uncertainties. In terms of the SOP, investments by LBC entities
in specified sectors such as capital goods, electronic capital goods, electric components,
polysilicon, and ingot-wafer, would be eligible for an expedited approval process, with such
proposals to be processed within 60 days, subject to meeting the prescribed conditions including
majority ownership and control by resident Indian citizens or Indian-controlled entities. Any failure
to obtain approval, if required, or any inadvertent non-compliance could result in monetary and
other penalties, such as confiscation of Indian company shares or civil imprisonment in case of
non-payment of penalty amount within the stipulated period, and materially and adversely affect our
business, financial condition and results of operations.
During the Track Record Period, as advised by our International Sanctions Counsel, we
believe that U.S. tariffs, export controls, outbound investment restrictions and international
sanctions regulations did not have any material direct or indirect impact on our business operations
or financial performance. This assessment is based on the following considerations: (i) our products
are not subject to U.S. export control regulations, and thus our sales will not be directly or indirectly
affected by them; (ii) we have not engaged in any sanctioned activities, nor have we been subject
to sanctions risks under applicable sanctions guidance, and thus sanctions regulations do not have
impact on us; (iii) our business activities do not fall within the restricted scope of U.S. outbound
investment regulations; (iv) for each year during the Track Record Period, our exports to the United
States accounted for less than 1.0% of our total revenue and despite past frequent fluctuations in
U.S. tariffs, the tariff policies between China and the U.S. have remained at a relatively low level;
in addition, although certain customers who further export end products to the U.S. were affected
by U.S. tariffs, the relevant tariff costs were not passed on to us, and we did not experience any
material reduction in, or any material suspension or cancellation of, orders from such customers
during the Track Record Period; we have also established manufacturing plants in countries such
as India, Brazil and Vietnam, which enables us to better serve overseas customers as they diversify
their supply chains and relocate production outside Chinese Mainland, and we had not experienced
any material reduction in orders from such overseas customers during the Track Record Period.
Notwithstanding the foregoing, escalating geopolitical tensions have increased uncertainty
surrounding our operations and business activities. With respect to export control and international
sanctions regulations, as advised by our International Sanctions Counsel, although our transactions
with certain entities included on applicable restrictions or sanctions lists do not violate the Export
Administration Regulations nor are they likely to expose us to sanctions-related risks, we cannot
rule out the possibility that the U.S. government or other governments or authorities may impose
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additional or more stringent export control measures. Such measures may expand the scope of
controlled items to include goods or products that we procure or sell, which could adversely affect
our sourcing costs, procurement channels and sales activities.
In addition, our business operations span multiple countries and regions. If U.S. economic
sanctions were to be expanded to additional jurisdictions, or if our customers, suppliers or other
business partners were to become subject to sanctions, our exposure to sanctions-related risks could
increase. These developments may lead to higher compliance costs, as continuous monitoring of
sanctions lists and regulatory developments would be required. If we are unable to identify or secure
alternative customers or sources of supply on acceptable commercial terms, our business, financial
condition and results of operations could be materially and adversely affected. Furthermore,
dealings with customers or suppliers subject to export controls or sanctions may expose us to
additional risks, including supply chain disruptions, regulatory scrutiny and potential penalties.
If our products do not meet our customers’ quality standards, our business and financial
condition may be negatively impacted.
Our business depends on our ability to provide products that meet our customers’ quality
standards and delivery requirements. If we fail to supply products that meet these expectations on
a timely basis, our relationships with customers may be adversely affected, and we may lose
business if we cannot restore their confidence. Customers typically conduct inspections and quality
checks upon receipt of our core materials, high-precision functional components, modules and
assembled systems, and they may return or request replacement for products that do not meet their
standards. A high volume of product returns or exchanges could materially affect our revenue and
profitability. In addition, for device assemblies subject to warranty, a significant number of
warranty claims could increase costs and negatively affect our business, financial condition and
results of operations.
Future operating results depend upon our ability to obtain raw materials in sufficient
quantities on commercially reasonable terms from third-party suppliers. Raw material prices
may fluctuate, and we may not be able to timely or fully pass on increases in raw material
prices or risks to customers.
Our operations depend on the timely procurement of sufficient quantities of raw materials of
satisfactory quality on commercially acceptable terms. Although we assess raw material availability
when providing quotations to customers, there is typically a time gap between quotation and order
placement, during which shortages or supply delays may arise and affect our ability to fulfill orders.
In addition, certain customers require us to source specific materials from designated suppliers or
pre-approved supplier lists, which may limit our flexibility to identify alternative sources or adjust
product designs. If we are unable to obtain sufficient quantities of qualified raw materials in a
timely manner and at reasonable costs, or if supply disruptions require additional product redesign
or R&D efforts, our deliveries, profitability, reputation, business, financial condition and results of
operations could be materially and adversely affected.
If we are not able to implement our production plans or effectively manage our capacity
expansion, our business, financial condition, results of operations and prospects could be
materially and adversely affected.
Our future growth and profitability depend in part on our ability to upgrade and expand our
production capability and capacity in a timely and cost-effective manner to meet market demand
and customer requirements. Such efforts involve, among other things, the procurement and
installation of new facilities and equipment, the implementation of new manufacturing processes,
and the recruitment and training of personnel, all of which may be affected by factors such as capital
availability, delivery delays, installation difficulties and execution risks. During the Track Record
Period, certain of our property, plant and equipment in the manufacturing division were physically
idle, and we recorded impairment losses on owned property, plant and equipment and investment
properties of RMB234.4 million, RMB45.5 million and RMB151.6 million, respectively, in
connection with such idle assets. We cannot assure you that our production upgrades or expansion
plans will be completed as planned, operate successfully, or be supported by sufficient market
demand or product margins. If we fail to effectively plan, implement or manage our production
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capacity, we may experience prolonged or increased idling of production assets, incur additional
impairment losses, or face increased costs, underutilized capacity, overcapacity or reduced
profitability. Any of the foregoing could materially and adversely affect our business, financial
condition, results of operations and prospects.
Our margins and profitability may be adversely affected if we are unable to reduce costs or
if the prices of our products and solutions decline sharply.
We face ongoing pressure from major customers to reduce costs. Our business also requires
a substantial fixed cost base, and our production processes rely on manual labor. Profitability
depends in part on spreading fixed production costs, including property, plant and equipment
depreciation, over higher production volumes and controlling staff costs. If we cannot achieve
sufficient production cost savings to offset price reductions, or if consumer demand for our products
decreases, our margins and profitability may be materially and adversely affected.
In addition, our customers frequently request engineering or product design modifications
during the production lifecycle. In some cases, we may not be able to pass on the resulting increase
in production or tooling costs, which could further erode margins. In the longer term, rising labor
costs could reduce our competitiveness, particularly if we are unable to improve labor productivity,
enhance automation levels, or adjust pricing to reflect higher costs. Any failure to manage labor and
input costs effectively may adversely affect our business, financial condition and results of
operations.
We generate the majority of our revenue from a limited number of major customers, and our
revenue could decline significantly if any of them reduces its purchases of, or fails to pay for,
our products and solutions.
We generate a substantial portion of our revenue from a limited number of major customers.
In 2023, 2024 and 2025, revenue from our five largest customers accounted for 52.0%, 56.0% and
57.5% of our total revenue, respectively. Sales to our largest customer accounted for 24.2%, 22.0%
and 19.2% of our total revenue, respectively, during the same years. If any of these major customers
reduces its purchases, delays payments or terminates its business relationship with us, our business,
financial condition and results of operations will be negatively affected.
We do not have long-term agreements with all of our customers. Where no such agreement
exists, we sell products and provide solutions on an order-by-order basis. Our sales arrangements
with major customers generally do not specify fixed purchase quantities or minimum order
commitments. Purchase volumes are usually determined from time to time based on customers’
purchase orders. Although our major customers often share forecasts of their supply needs, they are
not legally bound to issue orders consistent with those forecasts. In certain cases, customers may
terminate their arrangements for specific product types at their discretion with prior written notice
and without cause. We cannot assure you that we will be able to continue to supply products and
solutions to our major customers at the current levels or on similar terms, or at all. If our products
and solutions are not priced competitively or fail to meet customers’ standards, they may reduce
orders or switch to alternative suppliers.
Geopolitical tensions and uncertainty in global trade have also driven some major customers
to diversify their supply chains and move production out of Chinese Mainland. Although we have
established manufacturing plants in countries such as India, Brazil and Vietnam, among others, we
may not be able to operate successfully in these markets or expand further as planned.
Our business, financial condition, and results of operations may be materially and adversely
affected if: (i) there is any reduction, delay, or cancellation of orders from one or more major
customers due to lower product sales or other reasons; (ii) one or more major customers switch to
competing products and/or solutions; (iii) we lose one or more major customers and fail to replace
them with new customers generating comparable revenue and profit; or (iv) any major customer
fails to make timely payment for our products and/or solutions.
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We expect to continue deriving a substantial portion of our revenue from a limited number of
major customers in the foreseeable future. If our relationships with these customers are not
sustained or do not develop as expected, we may not be able to maintain or grow our revenue and
profit from these customers on scales that are comparable to historical levels, or at all.
Personal injuries or fatal accidents may occur at our manufacturing plants, which may subject
us to administrative penalties and compensation claims, and could materially and adversely
affect our reputation, business, financial condition and results of operations.
Our operations involve the use of heavy-duty and complex machinery, which may expose our
employees to the risk of personal injury or fatal accidents at our manufacturing plants. Such risks
may arise if employees fail to follow safety procedures, if management does not adequately
implement safety policies, or if training programs are insufficient. We cannot assure you that
accidents will not occur. Material accidents or fatalities could lead to investigations by government
authorities, administrative penalties or compensation claims. Even if an incident is not caused by
our negligence, it may result in significant costs, negative publicity, and damage to our reputation,
which could materially and adversely affect our business, financial condition and results of
operations.
Delivery delays, poor handling by third-party logistics service providers or disruptions in the
transportation network may adversely affect our business.
We rely on third-party logistics service providers to deliver certain products to our customers.
Termination of, disputes with, or any deterioration in our relationships with these providers could
result in delayed deliveries or higher costs. We may not be able to continue or extend agreements
with our current logistics partners on terms acceptable to us or establish relationships with
alternative providers capable of meeting our requirements. Failure to maintain or develop reliable
logistics arrangements could limit our ability to supply products in sufficient quantities, on time,
or at prices acceptable to our customers.
As we have no direct control over these providers, we cannot guarantee the quality or
timeliness of their services. Delivery delays, product damage, or other disruptions caused by
transportation shortages, natural disasters, labor strikes or other unforeseen events could harm our
reputation, lead to loss of customers or sales, and materially and adversely affect our business,
financial condition and results of operations. In addition, some of our suppliers also rely on
third-party logistics providers to deliver materials to us. Any delays in their deliveries could affect
our ability to obtain essential input and fulfill customer orders on schedule, further impacting our
business, financial condition and results of operations.
We may not be able to accurately forecast customer demand, which could cause additional
costs and difficulty in inventory management and may prevent us from fulfilling our
customers’ orders.
Managing inventory is critical to our financial performance. In 2023, 2024 and 2025, our
inventory turnover days were 71 days, 56 days and 55 days, respectively. See “Financial
Information — Selected Items in the Consolidated Statements of Financial Position — Inventories”
for more details.
For stocking purposes, we generally forecast demand for our products in advance of actual
sales. We cannot assure you that our forecasts will be accurate at all times. Significant or sudden
shifts in market demand may reduce the effectiveness of our procurement and inventory
management practices. An unexpected decline in demand could result in excessive, obsolete or
depreciated inventory, tying up substantial capital and limiting our ability to allocate resources to
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other areas. Conversely, underestimating customer demand may cause inventory shortages, reduce
sales opportunities, and harm our reputation and relationships with customers. Any of the foregoing
outcomes could materially and adversely affect our business, financial condition and results of
operations.
Our profitability is subject to pricing pressures arising from customer bargaining power,
market competition, and evolving product dynamics.
We may from time to time face demands from customers for more favorable pricing or
contractual terms due to factors such as intense industry competition, the bargaining power of
certain major customers, evolving customer expectations, rapid technological changes, product
lifecycle maturity and excess supply in the markets in which we operate. To remain competitive and
maintain customer relationships, we may need to lower prices or offer concessions, particularly for
product renewals or large-scale orders. If we are unable to offset such pricing pressure through
improved production efficiency, cost reductions, increased sales volume or a more favorable
product mix, our gross margins, profitability and growth prospects could be materially and
adversely affected.
Impairment losses on goodwill or intangible assets could have a material adverse effect on our
results of operations.
In 2023, 2024 and 2025, our impairment losses on goodwill amounted to RMB65.6 million,
RMB128.7 million and RMB42.5 million, respectively. Goodwill is tested for impairment by
assessing the recoverable amount of the cash-generating unit, or group of cash-generating units, to
which it relates. If the recoverable amount of the cash-generating unit is lower than its carrying
amount, an impairment loss is recognized. Any impairment loss on goodwill cannot be reversed in
subsequent periods. See Note 15 to the Accountants’ Report set out in Appendix I to this prospectus
for more details on our goodwill and the relevant impairment policies. If we determine that goodwill
is impaired, our business, financial condition and results of operations may be materially and
adversely affected.
In 2023, 2024 and 2025, our impairment losses on intangible assets amounted to RMB0.3
million, RMB3.4 million and RMB4.0 million, respectively. Intangible assets with finite useful
lives are amortized over their estimated useful life and assessed for impairment whenever there is
an indication of impairment. The amortization period and method are reviewed at least annually.
See Note 14 to the Accountants’ Report set out in Appendix I to this prospectus for more details on
our intangible assets (other than goodwill) and the relevant impairment policies. If any of our
intangible assets are determined to be impaired, our business, financial condition and results of
operations may be materially and adversely affected.
We may be subject to credit risk in collecting trade and bills receivables due from our
customers.
During the Track Record Period, our trade and bills receivables (net of allowance) turnover
days were 97 days, 84 days and 91 days, respectively. We cannot assure you that all amounts due
to our Group will be collected on time. The bankruptcy or deterioration of the credit condition of
major customers could materially and adversely affect our ability to collect trade and bills
receivables.
We determine impairment of trade and other receivables on a forward-looking basis,
recognizing expected lifetime losses from initial recognition of the assets. Our provision matrix is
based on historically observed default rates over the expected life of receivables with similar credit
risk characteristics and is adjusted for forward-looking estimates. If significant amounts due to us
are not settled on time, our liquidity, performance and profitability may be materially and adversely
affected, and we may be required to make significant write-offs.
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Our business depends substantially on the continuing efforts of our senior management, and
our ability to attract and retain key employees, such as skilled engineers and experienced
employees. The loss of any of these individuals could adversely affect our business and
financial condition.
Our future success depends substantially on the continued services of our senior management.
If one or more members of our senior management are unable or unwilling to continue serving in
their present positions, we may not be able to replace them readily. As a result, our business may
be severely disrupted, and we may incur additional expenses to recruit and retain new officers. In
addition, if any member of our senior management joins a competitor or forms a competing
company, we may lose some of our customers and, more importantly, our trade secrets. We protect
our trade secrets by entering into confidentiality agreements, which contain the non-competition
clauses, with each member of our senior management. However, we cannot assure you that, if any
disputes arise between our senior management and us, these confidentiality clauses could be
adequately enforced in our favor.
Our success also depends, to a significant extent, on the skills and efforts of our key
managerial, technical and highly experienced employees, such as our skilled engineers and R&D
team, and upon our ability to continue to attract, retain and motivate qualified personnel. We
compete with other manufacturing companies and the competition for such employees is intense.
We cannot assure you that we will be able to continue to attract and retain qualified employees,
which is essential to our growth. The loss of the services of these key employees or the inability
to attract or retain qualified employees could have a material adverse effect on us.
Our revenue and cost of sales are subject to foreign exchange fluctuations.
Certain of our trade and other receivables and trade and other payables, as well as a substantial
portion of our revenue and cost of sales, are denominated in currencies other than Renminbi, our
Group’s functional currency. As a result, we are exposed to foreign exchange risks. Any significant
fluctuation in exchange rates between Renminbi and foreign currencies may materially and
adversely affect our results of operations. The fluctuation in exchange rate is influenced by
macroeconomic conditions, geopolitical developments and divergent monetary policies between
China and foreign countries. Our exposures to foreign currencies, mainly in U.S. dollars, have
fluctuated during the Track Record Period. We cannot predict future movements in exchange rates
or their impact on our financial performance, and we cannot assure you that we will not record net
exchange losses in the future. See Note 33 to the Accountants’ Report set out in Appendix I to this
prospectus for more details.
If any of our employees breaches their non-disclosure obligations under confidentiality and
non-compete agreements, our results of operations may be materially and negatively affected.
We rely on non-disclosure provisions in the confidentiality and non-compete agreements with
our employees to protect our customer information, trade secrets and know-how. However, policing
unauthorized use of sensitive customer information, proprietary technology or trade secrets is
difficult and expensive, and we may need to resort to litigation to enforce or defend patents issued
to us or to determine the enforceability, scope and validity of our proprietary rights or those of
others. Such litigation and an adverse determination in any such litigation, if any, could result in
substantial costs and diversion of resources and management attention, which could harm our
business and competitive position. Accordingly, if any of our employees breaches their non-
disclosure obligations, actions taken by us to protect our sensitive customer information, trade
secrets and know-how may not be effective.
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If we experience increases in direct labor costs, shortage of labor or deterioration in labor
relations, our production costs may be affected.
Direct labor costs have been fluctuating and may rise in the future. Direct labor costs increases
may cause our production costs to increase, and we may not be able to pass on such increase to our
customers. We also cannot assure you that we will not experience any shortage of labor. Any such
shortage could hinder our ability to maintain our production schedules and maintain or expand our
business operations, which could materially and adversely affect our business, financial condition,
results of operations and prospects. See “Business — Employees” for more details. We cannot
assure you that we will not have any labor disputes in the future. Any deterioration of our labor
relations could result in disputes, strikes, claims, legal proceedings and reputational damage, labor
shortages that disrupt our business operations, as well as loss of experience, know-how and trade
secrets.
Failure to detect or prevent fraudulent or illegal activities or other misconduct by our
employees, customers, suppliers or other business partners may materially and adversely
affect our business.
We are exposed to risks of fraudulent or illegal activities or other misconduct by our
employees, customers, suppliers or other business partners in the course of our business operations.
Such misconduct could include fraud, corruption, bribery, collusion or other violations of applicable
laws, including anti-corruption and anti-bribery laws, which could expose us to liabilities, fines and
penalties imposed by government authorities, as well as significant reputational damage. We cannot
assure you that our measures in place to monitor and prevent such misconduct would be effective
at all times in identifying or mitigating all potential risks. Instances of misconduct may still occur,
and any undetected or unresolved incidents could lead to adverse consequences, such as financial
losses, legal liabilities or disruptions to our operations.
Furthermore, any publicized instances of fraudulent or illegal activities associated with our
employees or business partners could harm our reputation, reducing customer and partner trust in
our business. If such misconduct involves our employees, we could also face liabilities to third
parties and penalties imposed by authorities. Accordingly, any failure to detect and prevent
fraudulent or illegal activities or other misconduct by our employees, customers, suppliers or other
business partners could materially and adversely affect our business, financial condition and results
of operations.
We are subject to potential adverse consequences in respect of certain of our existing
properties owned and leased in Chinese Mainland.
As of the Latest Practicable Date, we had not obtained building ownership certificates for
some of our owned buildings, which are mainly used for staff dormitories, production facilities and
storage. See “Business — Properties — Owned Properties” for more details. As advised by our PRC
Legal Adviser, relevant PRC government authorities may impose administrative penalties and
different levels of fines for violations of applicable regulations. In addition, any claim or disputes
related to the title of the properties leased by us may affect our ability to continue to occupy such
properties and may result in relocation. During the Track Record Period, we had not received
administrative penalty from the relevant authorities for the property title certificates defects.
However, we cannot assure you that we will not be subject to any administrative action for these
non-compliances in the future, or the legality of our use and occupation of the relevant buildings
will not be challenged. If any of these were to happen, our business, results of operation and
financial position may be adversely affected. Furthermore, under PRC law certain leases are
required to be registered with the PRC government. See “Business — Properties — Leased
Properties” for more details. We have several leases that have not been registered with the relevant
PRC governmental authorities. Although non-registration of lease agreements will not affect the
validity of such lease agreements, we may be subject to penalties and may result in adverse effects
on our business, results of operations, financial position or prospects.
RISK FACTORS
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Our patents and other non-patented intellectual properties are valuable assets, and if we are
unable to protect them from infringement or claims by third parties, our business prospects
may be harmed.
Our success depends in part on our ability to obtain, maintain and enforce intellectual property
protection for our technologies, processes and products, as well as to defend such rights against
third-party challenges. However, we cannot assure you that our issued patents and patent
applications will provide adequate protection for our technologies, processes or products, or that
legal means will be sufficient to protect our proprietary rights or preserve our competitive
advantage. In addition, as certain of our technologies, production methods and processes involve
unpatented proprietary technologies, know-how and data, we also rely on trade secret protection and
confidentiality arrangements with employees, suppliers and other relevant parties. Trade secrets are
inherently difficult to protect, and such persons may intentionally or inadvertently disclose our
confidential information, while confidentiality agreements may not be enforceable or provide
adequate remedies in the event of unauthorized use or disclosure. It may also be difficult for us to
prove or enforce claims against third parties who misappropriate our trade secrets, and competitors
may independently develop equivalent technologies. If we are unable to adequately protect our
patents, trade secrets or other intellectual property rights, our business, competitive position and
prospects could be materially and adversely affected.
We may encounter future litigation by third parties based on claims that our technologies,
processes or products infringe the intellectual property rights of others or that we have
misappropriated the trade secrets of others. We may also initiate lawsuits to defend the ownership
of our inventions and our trade secrets. It is difficult, if not impossible, to predict how such disputes
would be resolved. Litigation relating to intellectual property rights is costly and diverts technical
and management personnel from their normal responsibilities. Furthermore, we may not be able to
prevail in any such litigation or proceeding. A determination in an intellectual property litigation or
proceeding that results in a finding of non-infringement by others to our intellectual property or an
invalidation of our patents may result in the use by competitors of our technologies or processes and
sale by competitors of products that resemble our products.
Various other issues may arise with respect to our intellectual property portfolio. We may not
have sufficient intellectual property rights in all countries and regions where unauthorized third
party copying or use of our proprietary technology may occur and the scope of our intellectual
property might be more limited in certain countries and regions. Our existing and future patents may
not be sufficient to protect our products, solutions or technologies and/or may not prevent others
from developing competing products, solutions or technologies.
Unfavorable results of legal and regulatory proceedings could adversely affect our business,
financial condition and results of operations.
We may be exposed to various litigation and legal compliance risks. Adverse outcomes in such
proceedings could materially affect our financial statements in any reporting period. The results of
legal and regulatory proceedings are inherently uncertain, and for certain matters, such as class
actions, cost-effective insurance may not be available. Regardless of merit, these proceedings can
be time-consuming, costly, and disruptive to our operations and may divert the attention of our
management and key personnel from daily business activities. In addition, legal or regulatory
proceedings may generate significant adverse publicity and damage our reputation, even if no
liability is ultimately established.
We could be adversely affected if we violate anti-corruption, anti-bribery, anti-money
laundering and similar laws in the jurisdictions in which we operate.
We are subject to anti-corruption, anti-bribery, anti-money laundering and related laws in the
countries and jurisdictions where we conduct business. We have implemented policies and
procedures aimed at promoting compliance by our Directors, officers, employees, representatives,
consultants, agents and business partners. However, such policies and procedures may not be fully
effective, and our personnel or business partners may engage in improper conduct for which we
could be held responsible.
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During the Track Record Period and up to the Latest Practicable Date, we have not been
involved in any incidents, claims or non-compliance events under these laws that have materially
and adversely affected our business. Nonetheless, violations of anti-corruption, anti-bribery or
related laws could result in whistleblower complaints, negative media coverage, investigations,
severe administrative, civil or criminal penalties, remedial measures and legal expenses. Any of
these consequences could materially and adversely affect our business, financial condition, results
of operations and reputation.
We received government grants and preferential tax treatment during the Track Record
Period, and any discontinuation of government grants or preferential tax treatment or any
change in the relevant policies may adversely affect our financial condition and results of
operations.
We received government grants and preferential tax treatment under relevant preferential tax
policies during the Track Record Period. During the Track Record Period, several of our
subsidiaries were accredited as “High New Tech Enterprise” and were therefore entitled to a
preferential income tax rate of 15%. In 2023, 2024 and 2025, we recognized income from
government grants of RMB223.7 million, RMB230.8 million and RMB222.8 million.
We may not be able to continue to enjoy similar government grants and preferential tax
treatment in the future as they are non-recurring in nature. The discontinuation of any of our
government grants or current tax treatments could adversely impact our net income and materially
increase our tax obligations. Government grants and preferential tax treatments are subject to
review by authorities and may be adjusted or revoked at any time in the future. We cannot assure
you that government grants and preferential tax treatments to which we and certain of our
subsidiaries are currently entitled would be successfully renewed. We cannot assure you that the
local tax authorities will not, in the future, change their position and discontinue any of our current
tax treatments, potentially with retrospective effect.
Our sales may be influenced by seasonality.
Our results of operations are affected by seasonal fluctuations in the demand for smart
electronics and smart vehicles, which in turn influence our customers’ demands for our products.
We usually experience higher sales volume in the second half of the year due to increased shopping
activities during the holiday season. Accordingly, various aspects of our operations, including sales,
production utilization, working capital and operating cash flows, are exposed to the risks associated
with seasonal fluctuations in the demand for our products, and our quarterly or half-year results may
not reflect our full-year results.
If we experience operational disruption or machinery breakdown in our manufacturing
plants, our inventory level and production schedule may be adversely affected.
Our ability to deliver quality products to customers on time and in the required quantities
depends on the proper and reliable functioning of our production processes. These processes rely
on the stable operation of our manufacturing plants, particularly key machinery and equipment. Any
operational disruption or machinery breakdown could directly affect production schedules and
inventory levels, potentially hindering our ability to fulfill customer orders and impacting customer
satisfaction.
Operational disruptions or machinery breakdowns may result from unexpected events,
including natural disasters, fires, technical or mechanical failures, power shortages, explosions,
labor strikes, epidemics, loss of licenses, certifications or permits, changes in government planning
for the underlying land, or regulatory developments. Instability or shortages in electricity supply
could also halt production activities and delay customer deliveries. In such events, maintaining
production volumes and adequate inventory may be challenging, and identifying or securing
alternative facilities or machinery quickly and cost-effectively may not be feasible. Delays in
resuming normal operations could affect the timing and quality of product deliveries, damage
customer relationships and harm our reputation. Any prolonged suspension or significant disruption
of production processes could materially and adversely affect our business, financial condition and
results of operations.
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Our operations rely on complex information technology systems and networks, and our
business and reputation may be impacted by information technology system failures, network
disruptions or cybersecurity breaches.
We rely extensively on information technology systems and networks to manage and operate
our business. Some of these systems are supported by third-party vendors, including cloud-based
platforms and managed service providers. If these systems fail, experience disruptions and security
breaches, or do not deliver expected benefits, our ability to manage operations could be impaired,
which may have a material adverse effect on our business, financial condition and results of
operations.
Our systems and networks may be disrupted or fail due to natural disasters, accidents, power
outages, telecommunications failures, acts of terrorism or war, computer viruses, physical or
electronic intrusions, or other unexpected events. Measures such as system redundancy and business
continuity planning may be ineffective or insufficient in addressing all contingencies. Such
disruptions could prevent access to our services, interfere with customer transactions, delay
production or shipping, and materially affect our reputation, business, financial condition and
results of operations.
Our information technology systems may also be vulnerable to cyberattacks, including
viruses, malware, phishing attempts, ransomware, and unauthorized access. Cyberattack techniques
evolve rapidly and may be difficult to detect for periods of time. We cannot assure you that our
measures will prevent breaches or breakdowns in our systems or databases. Any significant loss,
unavailability or unauthorized disclosure of our data could harm our business, competitive position
and reputation, and could expose us to regulatory action, litigation or administrative fines. The costs
and operational impact of responding to such incidents and implementing remediation measures
could be substantial.
Any failure or perceived failure to comply with data privacy and security laws could subject
us to potential liabilities.
We collect and store business and transaction data generated in the course of our operations,
including data relating to our customers, suppliers and business partners. The protection and secure
maintenance of such data is critical to our operations and reputation. Our operations are subject to
a variety of laws and regulations relating to data privacy and security, including an increasing
number of requirements in the PRC and other jurisdictions in which we operate.
Failure or perceived failure to comply with these laws could result in regulatory
investigations, fines, litigation, indemnification obligations, increased security costs, reputational
damage, and disruptions to our business operations. Unauthorized access, loss or misuse of data,
whether accidental or deliberate, could also lead to customer or employee concerns and adversely
affect confidence in our business, even if such concerns are unfounded. Any of these outcomes
could materially and adversely affect our business, financial condition and results of operations.
To address any ESG risks, we may incur additional costs, which may adversely affect our
financial performance.
Sustainability and ESG considerations are crucial to our operations, and the identification,
management and mitigation of additional ESG risks may result in increased costs and expenses,
potentially impacting our financial performance. See “Business — Environmental, Social and
Governance” for more details. In addition, the increasing ESG-related regulatory requirements,
including the additional ESG disclosure mandates in Hong Kong after our Listing, may lead to
rising compliance costs and cost of sales may rise. These additional requirements may entail
incurring additional costs and potentially impact our profitability. On the other hand, failure to
adapt to new regulations or meet evolving industry expectations and standards could result in
consumers choosing products from other companies, which may adversely affect our business,
financial condition and results of operations.
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Our insurance coverage may not be sufficient to cover the risks associated with our operations
or any resulting losses.
We currently do not maintain business interruption insurance or environmental damage
insurance for environmental emissions or accidents at our properties or arising from our operations.
In the event of legal proceedings, we may incur significant costs and devote substantial time and
resources to our defense.
We cannot assure you that major accidents will not occur during the course of our operations.
Such accidents may result in significant property damage or personal injuries. Losses arising from
these events may not be fully covered, or covered at all, by our existing insurance policies. Any
such uninsured losses or required payments could have a material and adverse effect on our
business, financial condition, results of operations and prospects.
We are required to obtain and maintain approvals, permits, licenses and certifications,
including industry-specific quality management certifications, for our operations, and any loss
of such approvals, permits, licenses or certifications could materially and adversely affect our
business, financial condition, results of operations and prospects.
Our operations require various approvals, permits, licenses and certifications, including but
not limited to environmental impact assessments, pollutant discharge permits and other
authorizations under applicable national and local environmental laws in jurisdictions where we
operate. Licenses and permits are generally subject to periodic review and renewal by the relevant
authorities. We cannot assure you that we will be able to successfully renew all licenses or that
existing approvals will be sufficient to conduct all current or future business. As our operations
expand, we may need to obtain additional approvals, permits, licenses and certifications. Changes
in laws and regulations may impose new or stricter requirements, and failure to obtain or maintain
the necessary authorization may result in operational restrictions or penalties, which could disrupt
our business and materially and adversely affect our financial condition, results of operations and
prospects.
Certain industry-specific quality management certifications are critical for maintaining
business relationships in end markets. The effectiveness of a quality management system depends
on its design, employee training and adherence to policies and guidelines. Certification standards
may be updated or become more stringent over time, and we cannot guarantee successful renewal
or compliance with new standards. Obtaining or renewing certifications may be costly and
time-consuming. Certain customers require suppliers to hold specific certifications or meet internal
procedures and standards. Failure to maintain certifications or meet customer standards could result
in reduced orders from existing customers or loss of potential business opportunities.
We operate in a capital-intensive industry, and the inability to obtain financing on time or on
commercially acceptable terms may materially and adversely affect our business, financial
condition and results of operations.
Our business requires substantial upfront investments, including production machinery and
equipment, human resources, and R&D activities. We also need capital to support future production
expansions and potential strategic acquisitions. We cannot assure you that the cash flow generated
from our operations will be sufficient to fund future operations or expansion plans. We may not
always be able to obtain additional financing on satisfactory or commercially acceptable terms, or
at all. If we are unable to obtain financing in a timely manner or on acceptable terms, our business
operations may be disrupted, and our expansion plans or potential acquisitions could be delayed.
Any such inability could materially and adversely affect our business, financial condition, results
of operations and prospects.
RISK FACTORS
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Our business may be impacted by political events, war, terrorism, public health issues, natural
disasters and other business interruptions.
Political events, war, terrorism, public health emergencies, natural disasters and other
business interruptions could disrupt international trade and the global economy, and may materially
affect our operations, our suppliers, logistics service providers and customers. Our business
operations may be interrupted by, among other events, natural disasters, whether caused by climate
change or otherwise, fires, power shortages, industrial accidents, terrorist attacks, labor disputes,
pandemics, strikes, demonstrations, or other events beyond our control.
Such events could reduce demand for our products, delay or prevent the manufacture and
delivery of products to our customers or impede the receipt of components or products from our
suppliers. These disruptions may create inefficiencies, increase costs, and impact on the reliability
of our supply chain. The unpredictable nature of such events makes it difficult to forecast their
timing, severity or frequency. Any of these occurrences could materially and adversely affect our
business operations, financial condition and results of operations.
RISKS RELATING TO THE JURISDICTIONS IN WHICH WE OPERATE
Our business is subject to legal, regulatory, political, economic, commercial and other risks
associated with conducting operations in various jurisdictions.
We have expanded our operational footprint to over 30 countries and regions worldwide.
Accordingly, we have faced and continue to face numerous risks, including legal, regulatory,
political, economic, commercial and other risks associated with conducting operations in various
jurisdictions, any of which could negatively affect our financial performance. These risks include
the following: legal, regulatory, political, economic and commercial instability and uncertainty;
changes in foreign tax and transfer pricing rules, regulations and other requirements, such as
changes in tax rates and statutory and judicial interpretations of tax and transfer pricing laws;
changes in international trade policies and regulations including those in relation to economic
sanctions, export controls, and import restrictions, as well as trade barriers such as imposition of
tariffs; difficulty in coping with possible conflict of laws resulting from import/export controls
measures of different jurisdictions where we operate; changes in foreign country regulatory
requirements, including data privacy laws; complexities relating to compliance with foreign
anti-bribery, anti-corruption and anti-money laundering regulations and antitrust laws; difficulty in
obtaining or enforcing intellectual property rights; difficulty in enforcing agreements and collecting
overdue receivables through local legal systems; changes in geopolitical situations especially those
in jurisdictions where we do business; strict foreign exchange controls and cash repatriation
restrictions; inflation and/or deflation, and changes in interest rates; trade customer insolvency and
the inability to collect accounts receivable; misconduct by our customers beyond our control,
including but not limited to breaching the agreements with them and laws and regulations of various
jurisdictions that are applicable to them; labor disputes and work stoppages at our operations and
suppliers; and increased costs associated with maintaining the ability to understand local markets
and follow their trends.
In addition, we operated globally through subsidiaries across various jurisdictions and
engaged in intra-group transactions in the ordinary course of business to support our global
operations and supply chain. See “Financial Information — Transfer Pricing Arrangements” for
more details. There can be no assurance that we will not be found to be operating in breach of the
relevant tax and transfer pricing laws and regulations or that the relevant tax authorities will not
challenge our transfer pricing arrangements. If such authorities determine that our intra-group
transactions do not represent arm’s length negotiations, they may impose transfer pricing
adjustments, which could result in additional taxes, late payment interests, or penalties.
Furthermore, relevant laws may be modified, which, as a result, may require changes to our tax and
transfer pricing arrangements.
RISK FACTORS
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Uncertainties embedded in the legal systems of certain geographic markets where we operate
could affect our business, financial condition and results of operations.
We operate across multiple jurisdictions with differing legal systems and regulatory
frameworks, and the interpretation and enforcement of applicable laws and regulations may be
uncertain or inconsistent. In certain markets where we operate, laws and regulations are evolving
and may not fully address all aspects of commercial activities, while local authorities and courts
may have broad discretion in interpreting statutory provisions, contractual terms and the
enforceability of foreign judgments or arbitration awards. In addition, regulatory definitions and
interpretations may lack clarity or consistency, which could increase the risk of non-compliance,
disputes or difficulties in enforcing our contractual rights. Changes in existing laws and regulations,
the adoption of new laws and regulations, or increased regulatory scrutiny in the markets where we
operate may require us to devote additional resources to compliance and could adversely affect our
business, financial condition and results of operations.
Y ou may experience difficulty in effecting service of legal process and enforcing judgments
against us and our management.
We are a company incorporated under the laws of the PRC and a substantial portion of our
business, assets and operations are located in China. In addition, the majority of our Directors and
executive officers reside in China. As a result, it may not be possible for you to directly effect
service of process outside China upon us or such Directors or executive officers. China and Hong
Kong entered into the Arrangement on Reciprocal Recognition and Enforcement of Judgments in
Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special
Administrative Region Pursuant to Choice of Court Agreements between Parties Concerned which
came into effect on August 1, 2008 and was abolished on January 29, 2024, pursuant to which a
party with an enforceable final court judgment rendered by any designated people’s court of China
or any designated Hong Kong court requiring payment of money in a civil and commercial case
according to a written choice of court agreement may apply for recognition and enforcement of the
judgment in the relevant people’s court of China or Hong Kong court. China and Hong Kong have
concluded the Arrangement on Mutual Recognition and Enforcement of Civil and Commercial
Judgments between the Mainland and the Hong Kong Special Administrative Region, which took
effect on January 29, 2024. Accordingly, the scope of applicable cases for judicial assistance can
be expanded. In principle, judgments made after January 29, 2024 are subject to the provisions of
the new “Arrangement.” However, for cases where the “written jurisdiction agreement” referred to
in the old “Arrangement” was signed before January 29, 2024, the old “Arrangement” still applies
regardless of when the judgment is made. Moreover, China has not entered into a treaty for the
reciprocal recognition and enforcement of court judgments with the United States, the United
Kingdom, Japan and many other countries. As a result, recognition and enforcement in China of
judgments of a court in any of these jurisdictions may be subject to uncertainties.
We are a Chinese Mainland enterprise and we are subject to Chinese Mainland tax on our
global income and any gains on the sales of H Shares and dividends on the H Shares may be
subject to Chinese Mainland income taxes.
Under applicable PRC tax laws and regulations, including the EIT Law, the IIT Law and their
implementation rules, and subject to any applicable tax treaty or similar arrangement, dividends
paid by PRC resident enterprises to non-PRC resident investors and gains realized by such investors
from the transfer of shares of PRC resident enterprises may be subject to PRC income tax. Certain
preferential withholding tax treatments may apply to non-PRC resident individual holders of H
Shares. See “Regulatory Overview” for more details. As of December 31, 2025, PRC tax rules had
not expressly provided that individual income tax would be imposed on gains derived by non-PRC
resident individuals from the transfer of shares of PRC resident enterprises listed on overseas stock
exchanges. If PRC income tax is imposed on gains realized from the transfer of our H Shares or on
dividends paid to our non-PRC resident investors, the value of your investment in our H Shares may
be adversely affected. In addition, our Shareholders whose jurisdictions of residence have tax
treaties or arrangements with the PRC may not qualify for benefits under such tax treaties or
arrangements.
RISK FACTORS
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We have implemented A Share Incentive Plans, and may introduce further share incentive
plans in the future. If we proceed with additional share incentive plans, our results of
operations could be adversely affected.
We have adopted a series of A Share Incentive Plans since our incorporation. See “Appendix
IV — 4. A Share Incentive Plans” for more details. In 2023, 2024 and 2025, we recorded
equity-settled share-based payment expenses of RMB62.1 million, RMB101.2 million and
RMB316.9 million, respectively. To further incentivize our employees, we may adopt other equity
incentive plans and award additional equity incentives in the future. Issuance of Shares with respect
to our share incentive plans may dilute the shareholding of our existing Shareholders and incur
substantial share-based compensation that could have a material and adverse impact on our results
of operations.
We are subject to governmental regulations on currency exchange.
We receive substantial payments from our operations in Chinese Mainland in RMB and may
need to convert Renminbi into other currencies for the payment of dividends, if any, to holders of
our H Shares, and to fund our business activities outside Chinese Mainland. The convertibility of
RMB into foreign currencies and, in certain cases, the remittance of currency out of Chinese
Mainland are subject to certain regulatory requirements under PRC laws over foreign currency
conversion and remittance. Shortages in the availability of foreign currency may restrict our ability
to remit sufficient foreign currency to pay dividends or other payments or otherwise satisfy our
foreign currency-denominated obligations.
Under existing foreign exchange regulations of Chinese Mainland, payment of current account
items, including profit distributions and trade and service-related foreign exchange transactions, can
be made in foreign currencies without prior approval from the State Administration of Foreign
Exchange of the PRC (̮ි၍ଣ҅) (“SAFE”) or its local branches by
complying with certain procedural requirements. However, prior registration and other procedures
with competent government authorities are required where Renminbi is to be converted into foreign
currency and remitted out of Chinese Mainland to pay capital expenses. If we cannot fulfill the
regulatory requirements over foreign currency conversion to obtain sufficient foreign currencies to
satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies
to our Shareholders. Further, there is no assurance that new regulations will not be promulgated in
the future that would have further requirements on the remittance of Renminbi into or out of
Chinese Mainland. Any existing and future requirements on currency exchange may limit our ability
to purchase raw materials and components outside of Chinese Mainland or otherwise fund any
future business activities that are conducted in foreign currencies.
Dividends payable by us to our foreign investors and gains on the sale of our H Shares may
become subject to withholding taxes under PRC tax law.
Under the EIT Law and its implementation regulations issued by the Standing Committee of
the National People’s Congress, PRC income tax at the rate of 10% is applicable to dividends
payable by a PRC “resident enterprise” to investors that are “non-resident enterprises” (those
enterprises established under foreign law with its respective effective place of management outside
of the PRC, but have an establishment or place of business within the PRC, or those that do not have
an establishment or place of business in the PRC but have income originating from the PRC) to the
extent such dividends have their source within the PRC. Similarly, any gain realized on the transfer
of shares by such enterprises is also subject to 10% PRC enterprise income tax if such gain is
regarded as income derived from sources within the PRC. One example of a limitation on the 10%
withholding tax is that, pursuant to a tax treaty between the PRC and Hong Kong, which became
effective on December 8, 2006, a company incorporated in Hong Kong is subject to withholding tax
at the rate of 5% on dividends it receives from a company incorporated in the PRC if it holds a 25%
or greater interest in the PRC company, or 10% if it holds an interest of less than 25% in the PRC
company. If we are required under the PRC EIT Law to withhold PRC enterprise income tax on our
dividends payable to our foreign Shareholders, or if you are required to pay PRC income tax on the
transfer of your H Shares, the value of your investment in our H Shares may be materially and
adversely affected.
RISK FACTORS
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We are subject to labor-related laws and regulations and any failure to comply may expose us
to liabilities.
Companies operating in the PRC are required to participate in various employee benefit plans
mandated by the government, including social insurance, housing provident fund, and other
welfare-related contributions. See “Regulatory Overview — Regulations and Policies Related to
Our Business in the PRC — Regulations on Labor and Social Welfare” for more details. The
requirements and implementation of these plans may differ across regions due to varying levels of
economic development. Relevant government authorities may review whether an employer has
made adequate contributions, and employers who fail to comply may face late payment fees, fines,
or other penalties.
During the Track Record Period and up to the Latest Practicable Date, we did not fully
contribute social insurance or housing provident fund for certain employees in accordance with the
relevant PRC laws and regulations. See “Business — Employees” for more details. During the
Track Record Period and up to the Latest Practicable Date, we have not received any administrative
penalties regarding social insurance or housing provident fund contributions. However, we cannot
assure you that our historical and current practices will always satisfy government authorities in the
PRC. Any non-compliance may require us to pay outstanding contributions within a prescribed
period and to incur penalties for any shortfall.
In addition, failure to comply with other labor-related laws and regulations in the PRC could
expose us to further fines or require us to compensate employees. We cannot assure you that our
employment practices are, or will remain, fully compliant. Non-compliance may result in labor
disputes, government investigations, or legal proceedings, which could divert resources, harm our
reputation, and materially and adversely affect our business, financial condition and results of
operations.
RISKS RELATING TO THE GLOBAL OFFERING
We will be concurrently subject to listing and regulatory requirements of Chinese Mainland
and Hong Kong.
As our A Shares are listed on the Shenzhen Stock Exchange and our H Shares will be listed
on the Main Board in Hong Kong, we will be required to comply with the Listing Rules (where
applicable) and other regulatory regimes of both jurisdictions unless an exemption is available or
a waiver has been obtained. Accordingly, we may incur additional costs and resources in
continuously complying with all sets of Listing Rules in the two jurisdictions.
The characteristics of the A Share and H Share markets may differ.
Our A Shares are listed and traded on the Shenzhen Stock Exchange. Following the Global
Offering, our A Shares will continue to be traded on the Shenzhen Stock Exchange and our H Shares
will be traded on the Hong Kong Stock Exchange. Under current laws and regulations of Chinese
Mainland, without the approval from the relevant regulatory authorities, our H Shares and A Shares
are neither interchangeable nor fungible, and there is no trading or settlement between the H Share
and A Share markets. With different trading characteristics, the H Share and A Share markets have
divergent trading volumes, liquidity and investor bases, as well as different levels of retail and
institutional investor participation. As a result, the trading performance of our H Shares and A
Shares may not be comparable. Nonetheless, fluctuations in the price of our A Shares may adversely
affect the price of our H Shares, and vice versa. Due to the different characteristics of the H Share
and A Share markets, the historical prices of our A Shares may not be indicative of the performance
of our H Shares. You should therefore not place undue reliance on the trading history of our A
Shares when evaluating the investment decision in our H Shares.
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There has been no prior public market for our H Shares, and an active trading market for our
H Shares may not develop or be sustained.
Prior to the Global Offering, there was no public market for our H Shares. We cannot assure
you that a public market for our H Shares with adequate liquidity and trading volume will develop
and be sustained following the completion of the Global Offering. In addition, the Offer Price of
our H Shares is expected to be fixed by agreement between the Overall Coordinators (for
themselves and on behalf of the Underwriters) and us and may not be an indication of the market
price of our H Shares following the completion of the Global Offering. If an active public market
for our H Shares does not develop following the completion of the Global Offering, the market price
and liquidity of our H Shares may be materially and adversely affected.
The price and trading volume of our H Shares may be volatile, which could lead to substantial
losses to investors.
The market price and trading volume of our H Shares may be highly volatile, and could
fluctuate widely in response to factors such as variations in our revenue, earnings and cash flow,
changes in our pricing policy for products or services as a result of competition, the emergence of
new technologies, strategic alliances or acquisitions, the addition or departure of key personnel,
changes in ratings by financial analysts and credit rating agencies, litigation, the removal of the
restrictions on H share transactions or volatility in market prices and changes in the demand for our
products. Any of these factors could cause large and sudden changes to the market price and trading
volume at which our H Shares will trade. Further, derivative transactions that may be entered into
by investors in our H Shares for hedging purposes, even if these transactions are settled only in
cash, could still result in significant price and trading volume volatility of our H Shares. Besides,
the Stock Exchange and other securities markets have, from time to time, experienced significant
price and trading volume volatility that is not related to the operating performance of any particular
company. This volatility may also materially and adversely affect the market price of our H Shares.
Future sales or perceived sales of substantial amounts of our H Shares in the public market
could have a material adverse effect on the prevailing market price of our H Shares and our
ability to raise additional capital in the future, or may result in dilution of your shareholding.
The market price of our H Shares and our ability to raise equity capital in the future at a time
and price that we deem appropriate could be negatively impacted as a result of future sales of our
H Shares or other securities relating to our H Shares in the public market by our Shareholders, or
the issuance of new shares or other securities, or the perception that such sales or issuances may
occur. In addition, our Shareholders may experience dilution in their holdings if we issue more
securities in the future. Furthermore, we may issue shares pursuant to any existing or future share
option incentive schemes, which would further dilute our Shareholders’ interests in our Company.
New shares or equity-linked securities issued by us may also confer rights and privileges that take
priority over those conferred by the H Shares. Market sale of H Shares by such Shareholders and
the availability of these Shares for future sale may have a negative impact on the market price of
our H Shares.
The interests of our Controlling Shareholders may not align with the interests of the
Shareholders as a whole.
Immediately following the completion of the Global Offering (assuming no new A Shares are
issued under the 2024 Share Option Scheme), the Controlling Shareholders will, directly and
indirectly, hold approximately 52.32% of the total issued share capital. The Controlling
Shareholders will, through their voting power at the general meetings, have significant influence
over our business and affairs, including decisions in respect of mergers or other business
combinations, acquisition of assets, issuance of additional H Shares or other equity or debt
securities, timing and amount of dividend payments and amendments to the Articles of Association.
The Controlling Shareholders may not act in the best interests of our minority Shareholders. In
addition, without the approval of the Controlling Shareholders, we could be prevented from entering
into transactions that could be beneficial to us or the Shareholders as a whole. This concentration
of ownership may also discourage, delay or prevent a change in control of us, which could deprive
the Shareholders of an opportunity to receive a premium for the H Shares as part of a sale of the
Company and may significantly reduce the price of the H Shares.
RISK FACTORS
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Our historical dividends may not be indicative of our future dividend payments or our future
dividend policy, and we cannot assure you whether and when we will pay dividends in the
future.
We have declared dividends in the past. However, we cannot assure you that dividends of any
amount will be declared or distributed by us in any year in the future. Under the applicable laws
and regulations of Chinese Mainland, the payment of dividends may be subject to certain
limitations, and the calculation of our profit under the Accounting Standards for Business
Enterprises may differ in certain respects from the calculation under IFRS. The declaration,
payment and amount of any future dividends are at the discretion of our Directors, after taking into
account various factors, including our results of operations, cash flows, capital expenditure
requirements, market conditions, our strategic plans and prospects for business development,
regulatory restrictions on the payment of dividends and other factors as our Directors may deem
relevant, and subject to the approval at Shareholders’ meeting. Any declaration and payment, as
well as the amount of dividends, will be subject to our constitutional documents and the applicable
laws and regulations of Chinese Mainland. See “Financial Information — Dividends and Dividend
Policy” for more details. No dividend shall be declared or payable except out of our profits and
reserves lawfully available for distribution. Our historical dividends should not be taken as
indicative of our dividend policy in the future.
Under the existing foreign exchange regulations of Chinese Mainland, payments of current
account items, including profit distributions, interest payments and trade and service-related foreign
exchange transactions, can be made in foreign currencies without prior SAFE approval by
complying with certain procedural requirements. However, approval from or registration with
competent government authorities is required where RMB is to be converted into foreign currency
and remitted out of Chinese Mainland to pay capital expenses such as the repayment of loans
denominated in foreign currencies. If the foreign exchange control system prevents us from
obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able
to pay dividends in foreign currencies to our Shareholders. Further, we cannot assure you that new
regulations will not be promulgated in the future that would have the effect of further restricting the
remittance of RMB into or out of Chinese Mainland.
There will be a time gap of several business days between pricing and trading of our H Shares
offered in the Global Offering.
Holders of our H Shares are subject to the risk that the trading prices of our H Shares could
fall during the period before trading of our H Shares begins. The range of the Offer Price of our H
Shares will be determined on the date of this prospectus. However, our H Shares will not commence
trading on the Hong Kong Stock Exchange until they are delivered, which is expected to be two
Hong Kong business days after the pricing date. As a result, investors may not be able to sell or
otherwise deal in our H Shares during that period. Accordingly, holders of our H Shares are subject
to the risk that the price of our H Shares could fall before trading begins as a result of adverse
market conditions or other adverse developments that could occur between the time of sale and the
time trading begins.
Y ou should not place any reliance on any information released by us in connection with the
listing of our A Shares on the Shenzhen Stock Exchange.
As our A Shares are listed on the Shenzhen Stock Exchange, we have been subject to periodic
reporting and other information disclosure requirements in Chinese Mainland. As a result, from time
to time, we publicly release information relating to us on the Shenzhen Stock Exchange or other
media outlets designated by the CSRC. However, the information announced by us in connection
with our A Shares listing is based on regulatory requirements of the securities authorities, industry
standards and market practices in Chinese Mainland, which are different from those applicable to
the Global Offering. The presentation of financial and operational information for the Track Record
Period disclosed on the Shenzhen Stock Exchange or other media outlets may not be directly
comparable to the financial and operational information contained in this prospectus. As a result,
prospective investors in our H Shares should be reminded that, in making their investment decisions
as to whether to purchase our H Shares, they should rely only on the financial, operating and other
information included in this prospectus. By applying to purchase our H Shares in the Global
Offering, you will be deemed to have agreed that you will not rely on any information other than
that contained in this prospectus and any formal announcements made by us in Hong Kong with
respect to the Global Offering.
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We have significant discretion as to how we use the net proceeds of the Global Offering, and
you may not necessarily agree with how we use them.
Our management may spend the net proceeds from the Global Offering in ways you may not
agree with or that do not yield a favorable return. See “Future Plans and Use of Proceeds” for more
details of our intended use of proceeds from the Global Offering. However, our management will
have discretion as to the actual application of our net proceeds. You are entrusting your funds to our
management, upon whose judgment you must depend, for the specific uses we will make of the net
proceeds from this Global Offering.
We cannot guarantee the quality, accuracy and comparability of the official government
information and statistics in this prospectus.
Statistical and other information relating to our industry contained in this prospectus has been
derived from various official governmental publications. Our Directors concluded that they have no
reasonable grounds to believe and do not believe that any such information being included is untrue.
However, we cannot guarantee the quality or accuracy of such official government information and
statistics. Moreover, information and statistics derived from multiple sources may not be prepared
on a comparable basis. None of us, the Joint Global Coordinators, the Joint Bookrunners, the Joint
Lead Managers, the Capital Market Intermediaries, the Sole Sponsor, the Overall Coordinator or
any of the Underwriters has verified the accuracy of such information and statistics. We make no
representation as to the accuracy of such information and statistics, which may not be consistent
with other information publicly available or available from other sources. Accordingly, such
statistics contained herein may not be accurate and should not be unduly relied upon.
Forward-looking statements contained in this prospectus are subject to risks and
uncertainties.
This prospectus contains certain statements and information that are forward-looking and uses
forward-looking terminology such as “believe,” “expect,” “estimate,” “predict,” “aim,” “intend,”
“will,” “may,” “plan,” “consider,” “anticipate,” “seek,” “should,” “could,” “would,” “continue,”
and other similar expressions. You are cautioned that reliance on any forward-looking statement
involves risks and uncertainties and that any or all of those assumptions could prove to be
inaccurate and, as a result, the forward-looking statements based on those assumptions could also
be incorrect. In light of these and other risks and uncertainties, the inclusion of forward-looking
statements in this prospectus should not be regarded as representations or warranties by us that our
plans and objectives will be achieved and these forward-looking statements should be considered
in light of various important factors, including those set forth in this section. Subject to the
requirements of the Listing Rules, we do not intend publicly to update or otherwise revise the
forward-looking statements in this prospectus, whether as a result of new information, future events
or otherwise. Accordingly, you should not place undue reliance on any forward-looking
information. All forward-looking statements in this prospectus are qualified by reference to this
cautionary statement.
Y ou should read the entire prospectus carefully and only rely on the information included in
this prospectus to make your investment decision, and we strongly caution you not to rely on
any information contained in press articles or other media coverage relating to us, our H
Shares or the Global Offering.
We strongly caution our investors not to rely on any information contained in press articles
or other media regarding us, our H Shares and the Global Offering. Prior to the publication of this
prospectus, there may be press and media coverage regarding the Global Offering and us. Such
press and media coverage may include references to certain information that does not appear in this
prospectus, including certain operating and financial information and projections, valuations and
other information. We have not authorized the disclosure of any such information in the press or
media and do not accept any responsibility for any such press or media coverage or the accuracy
or completeness of any such information or publication. We make no representation as to the
appropriateness, accuracy, completeness or reliability of any such information or publication. To the
extent that any such information is inconsistent or conflicts with the information contained in this
prospectus, we disclaim responsibility for it and our investors should not rely on such information.
RISK FACTORS
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In preparation for the Global Offering, our Company has sought and has been granted the
following waivers from strict compliance with the Listing Rules and the following exemptions from
strict compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
W AIVER IN RELATION TO MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 of the Listing Rules, our Company must have a sufficient management
presence in Hong Kong. This normally means that at least two of our executive Directors must be
ordinarily resident in Hong Kong. Rule 19A.15 of the Listing Rules further provides that the
requirement in Rule 8.12 of the Listing Rules may be waived by having regard to, among other
considerations, our arrangements for maintaining regular communication with the Hong Kong Stock
Exchange.
Our management, business operations and assets are primarily located outside Hong Kong.
The principal management headquarters of our Group are primarily based in the PRC. Our Company
considers that our Group’s management is best able to attend to its functions be being based in the
PRC. None of our executive Directors is or will be ordinarily resident in Hong Kong after the
Listing of our Company. Our Directors consider that relocation of our executive Directors to Hong
Kong will be burdensome and costly for our Company, and it may not be in the best interests of our
Company and our Shareholders as a whole to appoint additional executive Directors who are
ordinarily resident in Hong Kong. As such, we do not have, and for the foreseeable future will not
have, sufficient management presence in Hong Kong for the purpose of satisfying the requirements
under Rule 8.12 of the Listing Rules.
Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied to the Hong Kong
Stock Exchange for, and the Hong Kong Stock Exchange has granted us, a waiver from strict
compliance with Rules 8.12 and 19A.15 of the Listing Rules subject to the following conditions:
(a) pursuant to Rules 3.05 of the Listing Rules, we have appointed and will continue to
maintain two authorized representatives, who will act as our principal channel of
communication with the Stock Exchange and ensure that our Company complies with the
Listing Rules at all times. The two authorized representatives appointed are Ms. Zeng
and Ms. CHAN Wing Yan (ؚMs. Chan”) (the “Authorized Representatives”).
Ms. Chan is situated and based in Hong Kong, and will be available to meet with the
Stock Exchange in Hong Kong within a reasonable time frame upon the request of the
Stock Exchange. Both of the Authorized Representatives will be readily contactable by
telephone, facsimile (if applicable) and email to deal promptly with enquiries from the
Stock Exchange. Our Company has provided contact details of the two Authorized
Representatives to the Stock Exchange and will inform the Stock Exchange promptly in
respect of any change in the Authorized Representatives;
(b) when the Stock Exchange wishes to contact our Directors on any matter, each of the
Authorized Representatives will have all necessary means to contact all of our Directors
(including our independent non-executive Directors) and senior management team
promptly at all times. We have provided the Stock Exchange with the contact details
(i.e., mobile phone number, office phone number and email address, if applicable) of all
Directors to facilitate communication with the Stock Exchange. Our Directors will also
provide the phone number of the place of his/her accommodation to the Authorized
Representatives in the event that any Director expects to travel or otherwise be out of
office. All our Directors who are not ordinarily resident in Hong Kong have confirmed
that they possess or can apply for valid travel documents to visit Hong Kong and will
be able to meet with relevant members of the Stock Exchange in Hong Kong upon
reasonable notice, when required;
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(c) pursuant to Rule 3A.19 of the Listing Rules, we have retained the services of Guotai
Junan Capital Limited as our compliance advisor (the “Compliance Advisor”). The
Compliance Advisor will act as an additional channel of communication with the Stock
Exchange and will be available to respond to enquiries from the Stock Exchange. The
contact details of the Compliance Advisor have been provided to the Stock Exchange;
(d) the Compliance Advisor will have access at all times to our Authorized Representatives,
our Directors and our senior management as prescribed by Rule 3A.23 of the Listing
Rules, who will act as the additional channel of communication with the Stock Exchange
when the Authorized Representatives are not available. Our Company shall ensure that
our Authorized Representatives, Directors and our senior management members will
timely provide such information and assistance as the Compliance Advisor may need or
may reasonably request in connection with the performance of the Compliance Advisor’s
duties as set forth in the Listing Rules. We will inform the Stock Exchange as soon as
practicable in respect of any change of Authorized Representatives and/or the
Compliance Advisor;
(e) we will appoint other professional advisors (including legal advisors in Hong Kong)
after the Listing to assist us in dealing with any questions which may be raised by the
Stock Exchange and to ensure that there will be prompt and effective communication
with the Stock Exchange; and
(f) our Company has designated one of our staff members as the communication officer at
our headquarters after the Listing who will be responsible for maintaining day-to-day
communication with the Authorized Representatives and our Company’s professional
advisors in Hong Kong, including our legal advisors in Hong Kong and the Compliance
Advisor, to keep abreast of any correspondence with and/or enquiries from the Stock
Exchange and report to our executive Directors to further facilitate communication
between the Stock Exchange and our Company.
W AIVER IN RELATION TO APPOINTMENT OF JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, the company secretary must be an
individual who, by virtue of his or her academic or professional qualifications or relevant
experience, is, in the opinion of the Hong Kong Stock Exchange, capable of discharging the
functions of the company secretary.
Pursuant to Note 1 to Rule 3.28 of the Listing Rules, the Hong Kong Stock Exchange
considers the following academic or professional qualifications to be acceptable: (a) a member of
The Hong Kong Institute of Chartered Secretaries; (b) a solicitor or barrister as defined in the Legal
Practitioners Ordinance (Chapter 159 of the Laws of Hong Kong); and (c) a certified public
accountant as defined in the Professional Accountants Ordinance (Chapter 50 of the Laws of Hong
Kong).
Pursuant to Note 2 to Rule 3.28 of the Listing Rules, in assessing “relevant experience”, the
Hong Kong Stock Exchange will consider the individual’s: (a) length of employment with the issuer
and other issuers and the roles he or she played; (b) familiarity with the Listing Rules and other
relevant law and regulations including the Securities and Futures Ordinance, the Companies
Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the
Takeovers Code; (c) relevant training taken and/or to be taken in addition to the minimum
requirement under Rule 3.29 of the Listing Rules; and (d) professional qualifications in other
jurisdictions.
Our Company has appointed Mr. Guo Rui ( ெ๿)( “ Mr. Guo ”), our vice president and
secretary of the Board, as one of our joint company secretaries. The Company believes that it would
be in the best interests of the Company and the corporate governance of the Company to have as
Mr. Guo as its joint company secretary, who is responsible for overseeing compliance matters, as
well as general operations and management and Board related matters of the Company and has
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day-to-day knowledge of the Company’s affairs. Mr. Guo has the nexus to the Board and close
working relationship with the management of the Company necessary to perform the function of a
joint company secretary and to take required actions in the most effective and efficient manner.
However, Mr. Guo presently does not possess any of the qualifications under Rules 3.28 and 8.17
of the Listing Rules, and may not be able to solely fulfill the requirements of the Listing Rules.
Therefore, we have appointed Ms. Chan, who fully meets requirements stipulated under Rules 3.28
and 8.17 of the Listing Rules to act as the other joint company secretary and to provide assistance
to Mr. Guo for an initial period of three years from the Listing Date to enable Mr. Guo to acquire
the “relevant experience” under Note 2 to Rule 3.28 of the Listing Rules. For details on Mr. Guo
and Ms. Chan’s qualifications and experience, see “Directors and Senior Management” in this
Prospectus.
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 such that Mr. Guo may be appointed as a joint company secretary of our Company. The
waiver is valid for an initial period of three years from the Listing Date, and is granted on the
condition that Ms. Chan, as a joint company secretary of our Company, will work closely with Mr.
Guo to jointly discharge the duties and responsibilities as company secretaries and assist Mr. Guo
in acquiring the relevant experience as required under Rules 3.28 and 8.17 of the Listing Rules. Ms.
Chan will also assist Mr. Guo in organizing Board meetings and Shareholders’ meetings of our
Company as well as other matters of our Company which are incidental to the duties of a company
secretary. Ms. Chan is expected to work closely with Mr. Guo and will maintain regular contact with
Mr. Guo, the Directors and the senior management of our Company. In addition, Mr. Guo 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 three-year period from the Listing. Mr.
Guo will also be assisted by (a) the Compliance Advisor, particularly in relation to compliance with
the Listing Rules; and (b) the Hong Kong legal advisors of our Company, on matters concerning our
Company’s ongoing compliance with the Listing Rules and applicable laws and regulations.
Pursuant to Chapter 3.10 of the Guide for New Listing Applicants, the waiver will be revoked
immediately if Ms. Chan ceases to provide assistance to Mr. Guo as a joint company secretary for
the three-year period after the Listing Date or where there are material breaches of the Listing Rules
by our Company. Prior to the expiration of the initial three-year period, the qualifications and
experience of Mr. Guo will be re-evaluated to determine whether the requirements as stipulated in
Rules 3.28 and 8.17 of the Listing Rules can be satisfied and whether the need for ongoing
assistance will continue. We will liaise with the Stock Exchange to enable it to assess whether Mr.
Guo, having benefited from the assistance of Ms. Chan for the preceding three years, will have
acquired the skills necessary to carry out the duties of company secretary and the relevant
experience within the meaning of Note 2 to Rule 3.28 of the Listing Rules so that a further waiver
will not be necessary.
W AIVER AND EXEMPTION IN RELATION TO THE 2024 SHARE OPTION SCHEME
Pursuant to Rule 17.02(1)(b) of the Listing Rules, full details of all outstanding options and
awards and their potential dilution effect on the shareholdings upon listing as well as the impact on
the earnings per share arising from the issue of shares in respect of such outstanding options or
awards must be disclosed in the prospectus.
Pursuant to paragraph 27 of Appendix D1A to the Listing Rules, the listing document should
contain particulars of any capital of any member of the Group which is under option, or agreed
conditionally or unconditionally to be put under option, including the consideration for which the
option was or will be granted and the price and duration of the option, and the name and address
of the grantee, or an appropriate negative statement, provided that where options have been granted
or agreed to be granted to all the members or debenture holders or to any class thereof, or to
employees under a share option scheme, it shall be sufficient, so far as the names and addresses are
concerned, to record that fact without giving the names and addresses of the grantees.
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Pursuant to Chapter 3.6 of the Guide for New Listing Applicants, the Stock Exchange would
normally grant waivers from disclosing the names and addresses of certain grantees if the issuer
could demonstrate that such disclosures would be irrelevant and unduly burdensome, subject to
certain conditions specified therein.
Pursuant to section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, the prospectus must state the matters specified in Part I of the Third Schedule.
Pursuant to paragraph 10 of Part I of the Third Schedule, the number, description and amount
of any shares in or debentures of the company which any person has, or is entitled to be given, an
option to subscribe for, together with the particulars of the option, that is to say,(a) the period during
which it is exercisable; (b) the price to be paid for shares or debentures subscribed for under it; (c)
the consideration (if any) given or to be given for it or for the right to it; and (d) the names and
addresses of the persons to whom it or the right to it was given or, if given to existing shareholders
or debenture holders as such, the relevant shares or debentures must be specified in the prospectus.
As of the Latest Practicable Date, our Company has granted outstanding options (the “Share
Options”) under the 2024 Share Option Scheme to 1,643 grantees (the “Grantees,” each a
“Grantee”) for an aggregate of 150,241,371 A Shares, representing approximately 1.85% of the total
number of Shares in issue immediately after completion of the Global Offering (assuming no
additional A Shares are issued under the 2024 Share Option Scheme). None of the Share Options
had been exercised and therefore no Shares underlying the Share Options had been issued as of the
Latest Practicable Date. No Share Options were granted to any Directors, senior management
members or consultants of our Company under the 2024 Share Option Scheme. No Share Options
under the 2024 Share Option Scheme will be further granted after Listing, and all Share Options
have been granted to specific individuals under the 2024 Share Option Scheme. For details of the
2024 Share Option Scheme, see “Statutory and General Information — 4. A Share Incentive Plan”
in Appendix IV to this Prospectus.
We have applied for: (i) a waiver from the Stock Exchange from strict compliance with the
requirements under Rule 17.02(1)(b) of, and paragraph 27 of Appendix D1A to, the Listing Rules,
in relation to the outstanding Share Options granted under the 2024 Share Option Scheme; and (ii)
a certificate of exemption from the SFC under section 342A of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance exempting our Company from strict compliance with
paragraph 10(d) of the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance in relation to the outstanding Share Options granted under the 2024 Share
Option Scheme, on the ground that strict compliance with the above requirements would be unduly
burdensome for us on the basis of the following reasons:
(a) given that 1,643 grantees are involved for the grant of outstanding Share Options under
the 2024 Share Option Scheme, our Directors consider that it would be unduly
burdensome to disclose in this Prospectus full details of all the Share Options granted
by us to each of the grantees, which would significantly increase the cost and time for
information compilation and Prospectus preparation required for strict compliance with
such disclosure requirements, as the Group would need to collect and verify the personal
information of a large number of the grantees to meet the disclosure requirements;
(b) the disclosure of the personal details of each grantees, including their names, addresses
and the number of Share Options granted to them, may require obtaining consent from
all the grantees in order to comply with personal data privacy laws and principles, and
it would be unduly burdensome for our Group to obtain such consents given the number
of the grantees;
(c) full disclosure of the details of the grantees (which include their names and addresses),
as well as the Share Options granted to each of them, would provide our competitors
with our employees’ compensation details and facilitate their soliciting activities which
could impact our Group’s ability to recruit and retain valuable personnel;
(d) the grant and exercise in full of the outstanding Share Options under the 2024 Share
Option Scheme will not cause any material adverse impact to the financial position of
our Group;
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(e) there will not be any new H Shares issued under the 2024 Share Option Scheme, as the
option plan was an A Share incentive plan;
(f) non-compliance with the disclosure requirements in relation to Share Options would not
prevent our Company from providing its potential investors with an informed assessment
of the activities, assets, liabilities, financial position, management and prospects of our
Company; and
(g) material information relating to the Share Options under the 2024 Share Option Scheme
has been disclosed in this Prospectus, including (i) the total number of Share Options
granted and outstanding under the 2024 Share Option Scheme and the number of
underlying Shares, (ii) the exercise price per A Share and the exercise period, (iii) impact
on earnings per Share upon full exercise of the outstanding options granted under the
2024 Share Option Scheme (assuming A Shares will be issued for the exercise of the
outstanding options), and (iv) the details of the outstanding options granted under the
2024 Share Option Scheme by the range of underlying A Shares, including date of grant,
vesting period, exercise price and the percentage of the Company’s total issued share
capital represented upon completion of the Global Offering. Our Directors consider that
the information that is reasonably necessary for potential investors to make an informed
assessment of our Company in their investment decision making process has been
included in this Prospectus.
In light of the above, our Directors are of the view that the grant of the above mentioned
waiver and exemption will not prejudice the interests of the investing public.
We have applied for, and the Stock Exchange has granted, a waiver from strict compliance
with the requirements under Rule 17.02(1)(b) of, and paragraph 27 of Appendix D1A to, the Listing
Rules in relation to the options granted under the 2024 Share Option Scheme on the conditions that:
(a) on an individual basis, full details of the outstanding Share Options granted by the
Company under the 2024 Share Option Scheme to each of the Grantees as Director,
member of the senior management and connected persons of the Company, including all
the particulars required under Rule 17.02(1)(b) of, and paragraph 27 of Appendix D1A
to, the Listing Rules, and paragraph 10 of the Third Schedule to the Companies (Winding
Up and Miscellaneous Provisions) Ordinance, be disclosed in this Prospectus;
(b) in respect of the Share Options granted under the 2024 Share Option Scheme to the
remaining Grantees (other than those referred to in paragraph (a) above), disclosure will
be made on an aggregate basis, categorized into lots based on the number of A Shares
underlying each individual grantee, being (i) 1 to 50,000 A Shares, (ii) 50,001 to 100,000
A Shares, (iii) 100,001 to 150,000 A Shares and (iv) 150,001 to 1,800,000 A Shares,
including (i) the aggregate number of grantees and number of A Shares underlying the
options granted under the 2024 Share Option Scheme; (ii) the dates of grant of the
options under the 2024 Share Option Scheme; and (iii) the consideration paid of the
Share Options (if any), vesting period, exercise period and exercise price of the Share
Options granted under the 2024 Share Option Scheme;
(c) the aggregate number of A Shares underlying the outstanding options and the percentage
of our Company’s total issued share capital represented by such number of A Shares as
of the Latest Practicable Date will be disclosed in this Prospectus;
(d) the dilution effect and impact on earning per share upon full exercise of the options
under the 2024 Share Option Scheme will be disclose in this Prospectus;
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(e) a summary of the principal terms of the 2024 Share Option Scheme will be disclosed in
“Statutory and General Information — 4. A Share Incentive Plans” in Appendix IV to
this Prospectus;
(f) the particulars of this waiver are set out in this Prospectus;
(g) a full list of all the Grantees who had been granted Share Options to subscribe for the
Shares under the 2024 Share Option Scheme containing all the particulars required under
Rule 17.02(1)(b) of and paragraph 27 of Appendix D1A to the Listing Rules and
paragraph 10 of Part I of the Third Schedule are made available for public inspection in
accordance with the arrangements set out in “Documents Delivered to the Registrar of
Companies in Hong Kong and Available on Display — Document Available for
Inspection” in Appendix V to this Prospectus; and
(h) and the grant of a certificate of exemption under the Companies (Winding Up and
Miscellaneous Provisions) Ordinance from the SFC exempting our Company from the
disclosure requirements provided in paragraph 10(d) of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance.
We have applied for, and the SFC has granted, a certificate of exemption from the SFC under
section 342A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance exempting
our Company from strict compliance with paragraph 10(d) of the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance in relation to the options granted under the
2024 Share Option Scheme on the conditions that:
(a) on an individual basis, full details of the options granted under the 2024 Share Option
Scheme granted to each of our Director, member of senior management and connected
persons of our Company are disclosed in this Prospectus as required by paragraph 10 of
the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance;
(b) in respect of the outstanding Share Options granted under the 2024 Share Option Scheme
to the other Grantees (other than those referred to in paragraph (a) above), on an
aggregate basis, categorized into lots based on the number of A Shares underlying each
individual grantee, being (i) 1 to 50,000 A Shares, (ii) 50,001 to 100,000 A Shares, (iii)
100,001 to 150,000 A Shares and (iv) 150,001 to 1,800,000 A Shares, including the
number of such Grantees and the number of A Shares subject to the Share Options
granted under the 2024 Share Option Scheme, the consideration paid for the grant of the
Share Options, the exercise price and exercise period of the Share Options are disclosed
in this Prospectus;
(c) a full list of all the Grantees who had been granted Share Options to subscribe for the
Shares under the 2024 Share Option Scheme containing all the particulars required under
paragraph 10 of Part I of the Third Schedule are made available for public inspection in
accordance with the arrangements set out in “Documents Delivered to the Registrar of
Companies in Hong Kong and Available on Display — Document Available for
Inspection” in Appendix V to this Prospectus;
(d) the particulars of the exemption are disclosed in this Prospectus; and
(e) this Prospectus is issued on or before June 17, 2026.
W AIVER IN RESPECT OF CONTINUING CONNECTED TRANSACTION
We have entered into and expect to continue a transaction upon Listing that will constitute a
partially continuing connected transactions of our Company under the Listing Rules, as described
in the section headed “Connected Transactions” in this Prospectus. Our Directors consider that strict
compliance with the applicable requirements under the Listing Rules would be impractical, unduly
burdensome and would impose unnecessary administrative costs on our Company. Accordingly, we
have applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange has
granted us, a waiver from strict compliance with the applicable requirements under Chapter 14A of
the Listing Rules in respect of such continuing connected transaction. Apart from the announcement
requirements for which waiver has been sought, we will comply with the relevant requirements
under Chapter 14A of the Listing Rules. For further details, see “Connected Transactions” in this
Prospectus.
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W AIVER IN RELATION TO POST-TRACK RECORD PERIOD ACQUISITION
Rules 4.04(2) and 4.04(4) of the Listing Rules require that the new applicant include in its
accountants’ report the results and balance sheet of any business or subsidiary acquired, agreed or
proposed to be acquired, since the date to which its latest audited accounts have been made up, in
respect of each of the three financial years immediately preceding the issue of this Prospectus.
Pursuant to note (4) of Rule 4.04(4) of the Listing Rules, the Stock Exchange may consider
an application for a waiver of Rules 4.04(2) and 4.04(4) of the Listing Rules taking into account
the following factors:
(a) that all the percentage ratios (as defined under Rule 14.04(9) of the Listing Rules) are
less than 5% by reference to the most recent audited financial year of the new applicant’s
trading record period;
(b) if the acquisition will be financed by the proceeds raised from a public offer, the new
applicant has obtained a certificate of exemption from the SFC in respect of the relevant
requirements under paragraphs 32 and 33 of the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance; and
(c) (i) where a new applicant’s principal activities involve the acquisition of equity
securities (the Stock Exchange may require further information where securities
acquired are unlisted), the new applicant is not able to exercise any control, and
does not have any significant influence over the underlying company or business
to which Rule 4.04(2) and 4.04(4) of the Listing Rules relate, and has disclosed in
its listing document the reasons for the acquisition, and a confirmation that the
counterparties and their respective ultimate beneficial owners are independent of
the new applicant and its connected persons. In this regard, “control” means the
ability to exercise or control the exercise of 30% (or any amount specified in the
Hong Kong Code on Takeovers and Mergers as the level for triggering a mandatory
general offer) or more of the voting power at general meeting, or being in a
position to control the composition of a majority of the board of directors of the
underlying company or business; or
(ii) with respect to an acquisition of a business (including acquisition of an associated
company and any equity interest in a company other than in the circumstances
covered under sub-paragraph (a) above) or a subsidiary by a new applicant, the
historical financial information of such business or subsidiary is unavailable, and
it would be unduly burdensome for the new applicant to obtain or prepare such
financial information; and the new applicant has disclosed in its listing document
information required for the announcement for a discloseable transaction under
Rules 14.58 and 14.60 of the Listing Rules on each acquisition. In this regard,
“unduly burdensome” will be assessed based on each new applicant’s specific facts
and circumstances (e.g. why the financial information of the acquisition target is
not available and whether the new applicant or its controlling shareholder has
sufficient control or influence over the seller to gain access to the acquisition
target’s books and records for the purpose of complying with the disclosure
requirements under Rules 4.04(2) and 4.04(4) of the Listing Rules).
Acquisition of Senyi and Readore
Background of Acquisition
Acquisition of Senyi
We entered into a share purchase agreement on September 9, 2025, as amended and
supplemented in April 2026, to purchase 51%, including 10% for the first phase and 41% for the
second phase, of shares of Shenzhen Senyi Investment Holdings Co., Ltd. (ࠢ
ʮ̡) (the “ Senyi ”) from Tritree Holding (Hong Kong) Limited, which is an Independent Third
party, at a cash consideration of RMB396.73 million based on arm’s length negotiation, the
valuation advisory report issued by an independent third party and the liability of Senyi. The
consideration is expected to be fully settled in the second half of 2026. The completion of the
acquisition of the Senyi is subject to fulfillment of the condition precedents set out in the agreement
and therefore may or may not proceed. Assuming completion of the acquisition, the Senyi will be
accounted as one of our subsidiaries. As of the Latest Practicable Date, the acquisition of the first
phase of 10% of shares of Senyi has been completed.
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The completion of the acquisition of Senyi is subject to certain customary conditions
precedents, including, among others, delivery of compliance certificates; proper transfer and
licensing of intellectual property and confirmation of asset ownership; execution of essential
employment, non-compete and business agreements; diversification of suppliers and reduction of
related-party transactions; and delivery of audited financial statements with unqualified opinions.
The acquisition of Senyi will be funded entirely by the Group’s internal resources and certain
commercial loans, and will not involve the use of any proceeds from the Global Offering.
The Senyi was established in the PRC on July 17, 2025 as a holding company and Senyi and
its subsidiary focus on specializing in the manufacturing of vacuum coating equipment and coating
processing. With a core focus on modern metal surface film technology and guided by the forefront
theory of vacuum ion coating, the Senyi adheres to a development strategy that combines
cutting-edge equipment with high-tech advancements.
Through this acquisition, our company believe that it will deepen integration with our
customer value chain, enhance our customer service capabilities, supplement production
technologies such as vacuum ion coating, driving business development.
According to the audited financial results of Senyi prepared in accordance with the PRC
Generally Accepted Accounting Principles, (i) its total assets as of December 31, 2024 and 2025
were approximately RMB300.1 million and RMB641.8 million, (ii) its revenues were
approximately RMB271.3 million and RMB698.2 million for the year ended December 31, 2024
and 2025, and (iii) its net profits were approximately RMB78.8 million and RMB105.8 million for
the year ended December 31, 2024 and 2025.
Acquisition of Readore
We entered into a share purchase agreement on December 22, 2025 to purchase 35% of shares
of Dongguan Readore Technology Co., Ltd. (ʮ̡) (the “Readore”)
from its then shareholders and acquire 17.78% of voting rights of Readore from Zhang Qiang who
is a shareholders of Readore at that time, all shareholders of Readore then are Independent Third
parties, at a cash consideration of RMB875 million based on arm’s length negotiation and the
valuation report issued by an independent valuer. The acquisition of Readore was completed on
January 2026 and we held 52.78% of voting rights of Readore. Readore has been consolidated as
a subsidiary of the Company since January 2026.
The acquisition of Readore was funded entirely by the Group’s internal resources and certain
commercial loans, and will not involve the use of any proceeds from the Global Offering.
The Readore was established in the PRC on June 16, 2009 and has a strong foundation of core
technologies and extensive industry experience in enterprise-level server thermal management. Its
main business includes key thermal management hardware products such as server liquid-cooling
quick-disconnect connectors, liquid-cooling manifolds, single-phase liquid-cooling modules (server
cold plates and optical module cold plates), phase-change liquid-cooling modules, and server vapor
chambers. In addition, it provides busbars and server racks, positioning itself as a comprehensive
server hardware solution provider with thermal management products at its core.
The acquisition will help our Company quickly acquire technical reserves and customer
certification qualifications for the server liquid-cooling business of specific domestic and overseas
clients. It will also reduce the development costs and product verification cycle of server
power-related products. Readore can form strategic synergies with our Company’s existing server
business, further enriching the product portfolio of the server segment and enhancing the scale and
profitability of the company’s electronic devices business.
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According to the audited financial results of Readore prepared in accordance with the PRC
Generally Accepted Accounting Principles, (i) its total assets as of December 31, 2024 and 2025
were approximately RMB239.0 million and RMB713.9 million, (ii) its revenues were
approximately RMB272.0 million and RMB836.3 million for the year ended December 31, 2024
and 2025, and (iii) its net losses were approximately RMB23.9 million and RMB125.0 million for
the year ended December 31, 2024 and 2025.
For details, see note 36 to the Accountants’ Report included in Appendix I to the prospectus.
Proposed Acquisition of Company A
The Group proposes to acquire the 29.8% of equity interests of Company A (the “Proposed
Acquisition of Company A”) for a consideration of approximately RMB30.0 million, which is
expected to be settled in cash. The consideration is based on arm’s length negotiations between the
original owners of Company A (the “Original Owners of Company A”) and us, taking into account
a number of factors including the pre-money valuation of Company A’s this round financing. We
intend to use our internal resources to satisfy the cash consideration. In addition, the Group will be
entitled to appoint a director in Company A upon the completion of the Proposed Acquisition of
Company A.
The acquisition of Company A was funded entirely by the Group’s internal resources, and will
not involve the use of any proceeds from the Global Offering.
Company A is an advanced power module research and development center. The Company’s
principal business activities include the R&D of advanced power modules for server power supplies
and other industry applications. In addition, the Company provides small-scale production services
for international key accounts and mass production services for medium- and small-sized
customers.
Collaboration with Company A enables the Company A to prioritize the allocation of its R&D
resources and production capacity to meet the needs of the Group. Our Directors believe that the
terms of the Proposed Acquisition of Company A are fair and reasonable and in the interests of the
Shareholders as a whole. To the best of our Directors’ knowledge, information and belief, having
made all reasonable enquiries, the Original Owners of Company A and their respective ultimate
beneficial owners are Independent Third Parties.
According to the unaudited management accounts of Company A, (i) its total assets as of
December 31, 2024 and 2025 were approximately RMB10.0 million and RMB25.0 million, (ii) its
revenues were nil and nil for the year ended December 31, 2024 and 2025, and (iii) its net losses
were RMB834.6 and RMB2,195.1 for the year ended December 31, 2024 and 2025.
For the avoidance of doubt, the name of the Company A is not disclosed in the Prospectus
because (i) disclosure of its name in the prospectus is commercially sensitive and may jeopardize
the Company’s ability to consummate the proposed acquisition; (ii) the Company has not controlled
Company A as of the Latest Practicable Date and Company A will not be consolidated as a
subsidiary of the Company after the completion of the Proposed Acquisition of Company A; and
(iii) given the competitive nature of the industry in which the Company operates, it is commercially
sensitive to disclose the identities of the company the Company propose to invest in to avoid
competitors to anticipate plans of business growth of the Company.
Conditions to the waiver granted by the Stock Exchange
We have applied to the Stock Exchange for, and the Stock Exchange has granted a waiver from
strict compliance with Rules 4.04(2) and 4.04(4) of the Listing Rules in respect of the post-Track
Record Period acquisition (“ Post-TRP Acquisition and Proposed Acquisition ”) on the following
grounds:
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(a) under Rule 14.04(9) of the Listing Rules, all the applicable percentage ratios under Rule
14.07 of the Listing Rules in relation to the Post-TRP Acquisition and Proposed
Acquisition are below 5% by reference to the most recent audited financial year of the
Track Record Period. We consider the Post-TRP Acquisition and Proposed Acquisition
to be immaterial in the context of our Company’s operations as a whole and therefore
a waiver from strict compliance with Rules 4.04(2) and 4.04(4) of the Listing Rules will
not affect potential investors’ assessment of our business and future prospects when
considering an investment in our Company.
(b) as we have not controlled Senyi and Company A as of the Latest Practicable Date, we
are unable to provide our reporting accountant with full access to its financial record,
provide it opportunities to fully familiarize with Senyi and Company A’s accounting
policies or to gather and compile the necessary financial information and supporting
documents to prepare the financial information required under the Listing Rules. As
such, it would be impracticable and unduly burdensome for us to disclose the financial
information of Senyi and Company A in strict compliance with Rules 4.04(2) and 4.04(4)
of the Listing Rules.
(c) the Company confirms that the target in respect of the acquisition of Readore does not
have available historical financial information which is readily available for disclosure
in this document in accordance with the Listing Rules. Given we have only completed
the acquisition of Readore in the end of January 2026, it will require considerable time
and resources for us and our reporting accountants to fully familiarize with the
management accounting policies of Readore and compile the necessary financial
information and supporting documents for disclosure in our Prospectus. In addition,
having considered the acquisition to be immaterial and that the Company does not expect
the acquisition of Readore to have any material effect on its business, financial condition
or operations, we believe that it would not be meaningful and would be impracticable
within the tight timeframe for us to disclose the audited financial information of Readore
as required under Rules 4.04(2) and 4.04(4) of the Listing Rules.
(d) we have provided alternative information in this Prospectus in connection with the
Post-TRP Acquisition and Proposed Acquisition required for the announcement for a
discloseable transaction under Chapter 14 of the Listing Rules including, among other
things, (i) the reasons for the Post-TRP Acquisition and Proposed Acquisition , (ii)
description of the principal business of the target companies, (iii) descriptions of the
counterparty of the acquisition of the target companies and a confirmation that they are
Independent Third Parties, (iv) the consideration for the Post-TRP Acquisition and
Proposed Acquisition and how they were or expected to be satisfied, (v) basis on which
the consideration for the Post-TRP Acquisition and Proposed Acquisition was
determined, and (vi) key financial information of the target companies.
Financial Investments
Background of Investments
As of the Latest Practicable Date, the Group has made or intends to make financial
investments in companies with favorable growth potential, aiming to capture future financial
benefits and enhance shareholder value. The investments made or to be made by the Group have
been passive investments, which are no more than 30% equity interests in the target companies,
such that the target companies of the investments are not consolidated into the Group and the Group
has no control over the board of directors of the target companies. The investments were or will be
funded entirely by the Group’s internal resources, and will not involve the use of any proceeds from
the Global Offering.
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Since December 31, 2025 (being the date to which its latest audited accounts will be made up
in the prospectus of the Company) and up to the Latest Practicable Date, the Group has made or
intends to make the investments, details of which are set out in below:
Name of the target
company
Investment
amount
Percentage of
shareholding/
equity interest
Principal business of the
target company
Basis for
determining the
investment amount
Company B /H1100/H1100/H1100/H1100RMB30
million
0.27% A full chain participant
in the commercial
aerospace industry in
China
With reference
to the pre-
money
valuation of
Company B’s
this round
financing
Company C /H1100/H1100/H1100/H1100RMB18.11
million
10% A supplier of joint
modules
With reference
to the pre-
money
valuation of
Company C’s
this round of
financing
The investments above (“Post-TRP Investments”) will be settled in cash. The investment
amounts for the Post-TRP Investments are the result of commercial arm’s length negotiations, based
on factors including market dynamics and/or mutually agreed valuations. To the best of our
Directors’ knowledge, information and belief, having made all reasonable enquiries, the
counterparty to the transactions set out above and its ultimate beneficial owner is the Independent
Third Party.
The reason for the investments is that the Group’s investments driven by the expectation that
the future growth of these companies would generate meaningful financial returns and enhance
shareholder value.
Conditions to the waiver granted by the Stock Exchange
We have applied to the Stock Exchange for, and the Stock Exchange has granted a waiver from
strict compliance with Rules 4.04(2) and 4.04(4) of the Listing Rules in respect of the Post-TRP
Investments on the following grounds:
(a) Making equity investments of this nature is part of the ordinary course of business of our
Group. Most of such investments are classified as financial assets carried at fair value
through profit or loss and are not consolidated into our Group’s financial statements.
Changes in the fair value are included in profit or loss in the period in which they arise
and presented within “Other income and other gains, net” in the income statement. Upon
disposal, the difference between the net sale proceeds and the carrying amount is also
included in the income statement as “Other income and other gains, net.”
(b) The applicable percentage ratios for the Post-TRP Investments are all significantly less
than 5% by reference to the most recent financial year of the Track Record Period.
Accordingly, we consider that the Post-TRP Investments are immaterial and do not
expect it to have any material effect on the financial condition of the Group.
(c) We will use our internal resources to satisfy the cash consideration payable by us in
relation to the Post-TRP Investments.
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(d) We only hold minority equity interests in the target companies of the Post-TRP
Investments and do not control its boards of directors. Given that our Group is neither
able to exercise any control nor have any significant influence over the target companies
of the Post-TRP Investments, we would not be able to compel or request the target
companies of the Post-TRP Investments to cooperate with its audit work in order for us
to comply with the relevant requirements under Rules 4.04(2) and 4.04(4)(a) of the
Listing Rules.
(e) We have disclosed above the reasons for the Post-TRP Investments and confirmed that
the counterparty and its ultimate beneficial owner is the Independent Third Party.
For the avoidance of doubt, the names of the companies that are the subjects of the Post-TRP
Investments are not disclosed in the prospectus because (i) disclosure of the names of the relevant
companies in the prospectus is commercially sensitive and may jeopardize our ability to
consummate the proposed investments; and (ii) given the competitive nature of the industry in
which we operate, it is commercially sensitive to disclose the identity of the companies we invested
or propose to invest in to avoid our competitors to anticipate our plans of business growth.
ALLOCATION OF OUR H SHARES TO EXISTING MINORITY SHAREHOLDERS AND
THEIR CLOSE ASSOCIATES UNDER RULE 10.04 AND PARAGRAPH 1C(2) OF
APPENDIX F1 TO THE HONG KONG LISTING RULES
Rule 10.04 of the Hong Kong Listing Rules requires that a person who is an existing
shareholder of the issuer may only subscribe for or purchase any securities for which listing is
sought which are being marketed by or on behalf of the issuer either in his or its own name or
through nominees if the conditions in Rules 10.03(1) and (2) of the Hong Kong Listing Rules are
fulfilled. It is provided in Rule 10.03(1) of the Hong Kong Listing Rules that no securities may be
offered to existing shareholders on a preferential basis and no preferential treatment may be given
to them in the allocation of the securities and in Rule 10.03(2) that the minimum prescribed
percentage of public shareholders required by Rule 19A.13A must be achieved. Paragraph 1C(2) of
Appendix F1 to the Hong Kong Listing Rules provides, among other things, that, without the prior
written consent of the Hong Kong Stock Exchange, no allocations will be permitted to existing
shareholders or their close associates, whether in their own names or through nominees, in the
Global Offering unless the conditions set out in Rules 10.03 and 10.04 of the Hong Kong Listing
Rules are fulfilled. Chapter 4.15 (Placing-related Matters) of the Guide for New Listing Applicants
provides guidance as to the conditions subject to which the Hong Kong Stock Exchange will
consider giving consent and granting waiver from strict compliance with the requirements under
Rule 10.04 of the Hong Kong Listing Rules to an applicant’s existing shareholders or their close
associates to participate in a global offering if any actual or perceived preferential treatment arising
from their ability to influence the applicant during the allocation process can be addressed.
Our Company is a listed company, and its A Shares have been listed on the Shenzhen Stock
Exchange since February 2018 (stock code: 002600.SZ). We have a large and widely dispersed
public A Shares shareholder base.
We have applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange
has granted to us, a waiver from strict compliance with the requirements under Rule 10.04 and
consent pursuant to Paragraph 1C(2) of Appendix F1 to the Hong Kong Listing Rules and Chapter
4.15 of the Guide for New Listing Applicants to permit H Shares in the International Offering to
be placed to certain existing minority Shareholders who (i) hold less than 5% voting rights of our
Company prior to the completion of the Global Offering and (ii) are not and will not become (upon
the completion of the Global Offering) core connected persons of our Company or the close
associates of any such core connected persons (collectively, the “ Existing Minority A
Shareholders ”) and/or their close associates, subject to the following conditions:
(a) each of the Existing Minority A Shareholders to whom our Company may allocate H
Shares in the International Offering is interested in less than 5% voting rights in our
Company prior to the completion of the Global Offering;
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(b) each of the Existing Minority A Shareholders is not, and will not be, a core connected
person of our Company or any close associate of any such core connected person
immediately prior to or following the Global Offering;
(c) none of the Existing Minority A Shareholders has the right to appoint any Director
and/or has any other special rights in our Company;
(d) allocation to such Existing Minority A Shareholders or their close associates will not
affect our ability to satisfy the public float requirement as prescribed by the Hong Kong
Stock Exchange;
(e) we will confirm to the Hong Kong Stock Exchange in writing that:
a. in the case of participation as placees, no preferential treatment has been, nor will
be, given to the Existing Minority A Shareholders or their close associates, nor is
the Existing Minority A Shareholders in a position to exert influence on our
Company to obtain actual or perceived preferential treatment, by virtue of their
relationship with our Company in any allocation in the placing tranche;
b. in the case of participation as cornerstone investors, no preferential treatment has
been, nor will be, given to the Existing Minority A Shareholders or their close
associates by virtue of their relationship with our Company, other than the
preferential treatment of assured entitlement under a cornerstone investment
following the principles set out in Chapter 4.15 of the Guide for New Listing
Applicants, nor is the Existing Minority A Shareholder in a position to exert
influence on the Company to obtain actual or perceived preferential treatment, and
the Existing Minority A Shareholders or their close associates’ cornerstone
investment agreements do not contain any material terms which are more favorable
to the Existing Minority A Shareholders or their close associates than those in other
cornerstone investment agreements;
(f) in the case of participation either as a cornerstone investor or as a placee, the Overall
Coordinators will confirm to the Hong Kong Stock Exchange that, to the best of their
knowledge and belief, no preferential treatment has been, nor will be, given to the
Existing Minority A Shareholders or their close associates by virtue of their relationship
with our Company in any allocation in the placing tranche; and
(g) the Sole Sponsor will confirm to the Hong Kong Stock Exchange that based on (i) its
discussions with our Company and the Overall Coordinators; and (ii) the confirmations
provided to the Hong Kong Stock Exchange by our Company and the Overall
Coordinators (confirmations (e) and (f) above), and to the best of its knowledge and
belief, it has no reason to believe that any of the Existing Minority A Shareholders or
their close associates received any preferential treatment, or is in a position to exert
influence on our Company to obtain actual or perceived preferential treatment in the
allocation either as a cornerstone investor or as a placee by virtue of their relationship
with our Company other than the preferential treatment of assured entitlement under a
cornerstone investment following the principles set out in Chapter 4.15 of the Guide for
New Listing Applicants, and details of the allocation to the Existing Minority A
Shareholders holding more than 1% of the issued share capital of our Company
immediately prior to the completion of the Global Offering will be disclosed in this
Prospectus and/or the allotment results announcement, as the case may be.
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DISCLOSURE OF OFFER PRICE
Paragraph 15(2)(c) of Appendix D1A to the Listing Rules provides that the issue price or offer
price of each security must be disclosed in the prospectus. Pursuant to Paragraph 12 of the Guide,
the Stock Exchange also allows an indicative offer price range to be included in the prospectus, as
an alternative to the disclosure of a fixed offer price.
We have applied to the Stock Exchange a waiver from strict compliance with paragraph
15(2)(c) of Appendix D1A to the Listing Rules so that the Company will only disclose the maximum
Offer Price in the Prospectus on the below basis:
(a) The Offer Price will be determined with reference to, among other factors, the closing
price of the Company’s A Shares on the Shenzhen Stock Exchange on the last trading day
on or before the Price Determination Date. Our Company is unable to control the trading
price of our A Shares on the Shenzhen Stock Exchange;
(b) Setting a fixed offer price or an offer price range with a low-end may adversely affect
our ability to price our H Shares in the best interests of our Shareholders and the market
price of the A Shares and the Hong Kong Offer Shares;
(c) Pursuant to paragraphs 9 and 10(b) of the Third Schedule to the Companies (Winding Up
and Miscellaneous Provisions) Ordinance, the amount payable on application and
allotment on each share, and the price to be paid for shares subscribed for, shall be
specified in the Prospectus, respectively. Disclosure of a maximum offer price complies
with the requirements prescribed under paragraphs 9 and 10(b) of Part I of the Third
Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance by
providing a clear indication of the maximum subscription consideration a potential
investor shall pay for the Offer Shares; and
(d) A maximum Offer Price will be disclosed in this Prospectus. This alternative disclosure
approach would not prejudice the interests of the investing public in Hong Kong.
The Stock Exchange has granted to us a waiver from strict compliance with paragraph
15(2)(c) of Appendix D1A to the Listing Rules on the conditions that the Prospectus will disclose:
(a) the maximum Offer Price;
(b) the time for the determination of the Offer Price and the form of its publication;
(c) the historical prices of the Company’s A Shares and trading volume on the Shenzhen
Stock Exchange during the Track Record Period and up to the Latest Practicable Date;
(d) the determinants of the final Offer Price; and
(e) the source for investor to access the latest market price of the Company’s A Shares.
See “Structure of the Global Offering — Pricing of the Global Offering — Determining the
Offer Price” in this Prospectus for the historical prices of our A Shares and trading volume on the
Shenzhen Stock Exchange.
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DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This Prospectus, for which 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 with regard to us. The Directors (including any proposed director who is named as such
in this Prospectus), 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
According to the Overseas Listing Trial Measures, we are required to complete the filing
procedures with the CSRC in connection with the proposed Listing. We have submitted a filing to
the CSRC for application for the Listing on November 21, 2025. The CSRC has issued the filing
notice dated May 19, 2026, confirming our completion of the filing procedures in connection with
the proposed Listing and the Global Offering as required under the Overseas Listing Trial Measures
for the Global Offering.
UNDERWRITING AND INFORMATION ON THE GLOBAL OFFERING
This Prospectus is published solely in connection with the Hong Kong Public Offering. For
applications under the Hong Kong Public Offering, this Prospectus contains the terms and
conditions of the Hong Kong Public Offering. The Global Offering comprises the Hong Kong
Public Offering of 81,181,320 H Shares initially offered and the International Offering of
730,630,560 H Shares initially offered (subject, in each case, to re-allocation on the basis under the
section headed “Structure of the Global Offering”).
The listing of our H Shares on the Hong Kong Stock Exchange is sponsored by the Sole
Sponsor. Pursuant to the Hong Kong Underwriting Agreement, the Hong Kong Public Offering is
underwritten by the Hong Kong Underwriters on a conditional basis, with one of the conditions
being that the Offer Price is agreed between the Overall Coordinators (for themselves and on behalf
of the Hong Kong Underwriters) and us. The International Underwriting Agreement is expected to
be entered into on or about the Price Determination Date, subject to determination of the pricing
of the H Shares and agreement on the Offer Price between the Overall Coordinators (for themselves
and on behalf of the Underwriters) and us. For details of the Underwriters and the underwriting
arrangements, see the section headed “Underwriting” in this Prospectus.
The H Shares are offered solely on the basis of the information contained and representations
made in this Prospectus and on the terms and subject to the conditions set out herein and therein.
No person is authorized to give any information in connection with the Global Offering or to make
any representation not contained in this Prospectus, and any information or representation not
contained herein must not be relied upon as having been authorized by our Company, the Sole
Sponsor, the Sole Sponsor-OC, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Underwriters, the Capital Market Intermediaries, any of
their respective directors, officers, agents, employees, advisers or representatives, or any other party
involved in the Global Offering.
Neither the delivery of this Prospectus nor any subscription or acquisition made under it shall,
under any circumstances, create any implication that there has been no change in our affairs since
the date of this Prospectus or that the information in this Prospectus is correct as at any subsequent
time.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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For details of the structure of the Global Offering, including its conditions, see the section
headed “Structure of the Global Offering”. For the procedures for applying for our H Shares, see
“How to Apply for Hong Kong Offer Shares” in this Prospectus.
DETERMINATION OF THE OFFER PRICE
The H Shares are being offered at the Offer Price which will be determined by the Overall
Coordinators (for themselves and on behalf of the Underwriters) and us on or before Wednesday,
June 24, 2026 or such later date as may be agreed upon between the Overall Coordinators (for
themselves and on behalf of the Underwriters) and us, and in any event no later than 12:00 noon
on Wednesday, June 24, 2026. If the Overall Coordinators (for themselves and on behalf of the
Underwriters) and our Company are unable to reach an agreement on the Offer Price on such date,
the Global Offering will not proceed.
INFORMATION ABOUT THIS PROSPECTUS
You should rely only on the information contained in this Prospectus to make your investment
decision. We have not authorized anyone to provide you with information that is different from what
is contained in this Prospectus. Any information or representation not made in this Prospectus must
not be relied on by you as having been authorized by us, the Overall Coordinators, the Sole Sponsor,
any of the Underwriters, any of our or their respective directors, officers or representatives or any
other person involved in the Global Offering. Neither the delivery of this Prospectus nor any
offering, sale or delivery made in connection with the H Shares should, under any circumstances,
constitute a representation that there has been no change or development reasonably likely to
involve a change in our affairs since the date of this Prospectus or imply that the information
contained in this Prospectus is correct as of any date subsequent to the date of this Prospectus.
This Prospectus is published solely in connection with the Hong Kong Public Offering, which
forms part of the Global Offering. For applicants under the Hong Kong Public Offering, this
Prospectus sets out the terms and conditions of the Hong Kong Public Offering.
RESTRICTIONS ON OFFER AND SALE OF THE H SHARES
Each person acquiring the H Shares under the Hong Kong Public Offering will be required to,
or be deemed by his acquisition of the H Shares to, confirm that he is aware of the restrictions on
offers of the H Shares described in this Prospectus.
No action has been taken to permit a public offering of the H Shares or the general distribution
of this Prospectus in any jurisdiction other than in Hong Kong. Accordingly, this Prospectus may
not be used for the purposes of, and does not constitute, an offer or invitation in any jurisdiction
or in any circumstances in which such an offer or invitation is not authorized or to any person to
whom it is unlawful to make such an offer or invitation. The distribution of this Prospectus and the
offering of the Offer Shares in other jurisdictions are subject to restrictions and may not be made
except as permitted under the applicable securities laws of such jurisdictions and pursuant to
registration with or authorization by the relevant securities regulatory authorities or an exemption
therefrom.
COMMENCEMENT OF DEALING IN THE H SHARES
Dealings in the H Shares on the Hong Kong Stock Exchange are expected to commence at 9:00
a.m. on Friday, June 26, 2026. The H Shares will be traded in board lots of 660 H Shares each. The
stock code of the H Shares will be 1688.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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APPLICATION FOR LISTING ON THE HONG KONG STOCK EXCHANGE
We have applied to the Listing Committee for the listing of, and permission to deal in, the H
Shares to be issued pursuant to the Global Offering. Dealings in the H Shares on the Hong Kong
Stock Exchange are expected to commence on Friday, June 26, 2026. Save as the A Shares that have
been listed on the Shenzhen Stock Exchange and our pending application to the Hong Kong Stock
Exchange for the listing of, and permission to deal in, the H Shares, no part of our share capital or
debt securities is listed on or dealt in on any other stock exchange, and no such listing or permission
to list is being or proposed to be sought as of the Latest Practicable Date.
Under section 44B(l) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, if the permission for the H Shares to be listed on the Hong Kong Stock Exchange
pursuant to this Prospectus has been refused before the expiration of three weeks from the date of
the closing of the Global Offering or such longer period not exceeding six weeks as may, within the
said three weeks, be notified to us by or on behalf of the Hong Kong Stock Exchange, then any
allotment made on an application in pursuance of this Prospectus shall, whenever made, be void.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of the listing of, and permission to deal in, the H Shares on the Hong
Kong Stock Exchange and compliance with the stock admission requirements of HKSCC, the H
Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in
CCASS with effect from the date of commencement of dealings in the H Shares on the Hong Kong
Stock Exchange or on any other date as determined by HKSCC. Settlement of transactions between
participants of the Hong Kong Stock Exchange is required to take place in CCASS on the second
settlement day after any trading day. All activities under CCASS are subject to the General Rules
of HKSCC and the HKSCC Operational Procedures in effect from time to time.
All necessary arrangements have been made for the H Shares to be admitted into CCASS.
Investors should seek the advice of their stockbroker or other professional adviser for details of
those settlement arrangements and how such arrangements will affect their rights and interests.
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedures for applying for Hong Kong Offer Shares are set out in the section headed
“How to Apply for Hong Kong Offer Shares.”
H SHARE REGISTER OF MEMBERS AND STAMP DUTY
All of the Offer Shares will be registered on the H Share register of members of the Company
maintained by our H Share Registrar, Computershare Hong Kong Investor Services Limited, in
Hong Kong. Our principal register of members will also be maintained by us at our legal address
in China.
Dealings in the H Shares registered on the H Share register of members of the Company in
Hong Kong will be subject to Hong Kong stamp duty.
Unless determined otherwise by the Company, dividends payable in respect of our H Shares
will be paid to the Shareholders listed on the H Share register of members of our Company in Hong
Kong, by ordinary post, at the H Shareholders’ risk, to the registered address of each H Shareholder
of the Company.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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PROFESSIONAL TAX ADVICE RECOMMENDED
You should consult your professional advisers if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding or disposing of, or dealing in, the H Shares or
exercising any rights attaching to the H Shares. We emphasize that none of our Company, the
Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Sole Sponsor, the
Underwriters, any of our or their respective directors, officers or representatives or any other person
involved in the Global Offering accepts responsibility for any tax effects or liabilities resulting from
your subscription, purchase, holding or disposing of, or dealing in, the H Shares or your exercise
of any rights attaching to the H Shares.
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 this English Prospectus which are not in the English language and their English translations, the
names in their respective original languages shall prevail.
ROUNDING
Certain amounts and percentage figures included in this Prospectus have been subject to
rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures preceding them.
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:
RMB0.8696 to HK$1.00
RMB6.8147 to US$1.00
HK$7.8369 to US$1.00
No representation is made that any amounts in Renminbi, Hong Kong dollars or U.S. dollars
can be or could have been at the relevant dates converted at the above rates or any other rates or
at all.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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DIRECTORS
Name Address Nationality
Executive Directors
Ms. Zeng Fangqin (ා) No. 1 Jingcheng Second Road
Yuyuan Industrial Area
Huangjiang Town, Dongguan
Guangdong Province
PRC
Chinese
(Hong Kong)
Mr. Jia Shuangyi ( ༠ᕐሒ) No. 69 Saierkang Avenue
Xinqiao Road
Baoan District Shenzhen
Guangdong Province
PRC
Chinese
Ms. Huang Jinrong (࿲) No. 102 Xinxia Avenue
Shanxia Village
Pinghu Road
Longgang District, Shenzhen
Guangdong Province
PRC
Chinese
Non-executive Director
Ms. Wei Zhenghui ( ੘ᅄᅆ) Building 11
Fenglin Oasis, Science Park Nanli
Chaoyang District, Beijing
PRC
Chinese
Independent Non-executive
Directors
Dr. Lau Kin Shing Charles
(ᄎ਄ϓ)
9th Floor, 164 Wai Yip Street
Kwun Tong
Kowloon
Hong Kong
Chinese
(Hong Kong)
Dr. Cai Yuanqing ( ᇹʩᅅ) 6B, Building 11
No. 1002, Jinduanzhibin
Kejinan Road
Nanshan District, Shenzhen
Guangdong Province
PRC
Chinese
Mr. Ruan Chao ( Ԥ൴) 601, Unit 2, Building 1
Yuanyang lvyuan, Jinhuanan Road
Dahulu Community, Xiaohe Avenue
Gongshu District, Hangzhou
Zhejiang Province
PRC
Chinese
For further details on our Directors, see “Directors and Senior Management.”
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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PARTIES INVOLVED IN THE GLOBAL OFFERING
Sole Sponsor Guotai Junan Capital Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
Sole Sponsor-Overall Coordinator, Overall
Coordinator, Joint Global Coordinator,
Joint Bookrunner, Joint Lead Manager
and Capital Market Intermediary
Guotai Junan Securities (Hong Kong)
Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
Overall Coordinators and
Joint Global Coordinators
CLSA Limited
18/F One Pacific Place
88 Queensway
Hong Kong
J.P. Morgan Securities (Asia Pacific)
Limited
28/F, Chater House
8 Connaught Road Central
Hong Kong
Citigroup Global Markets Asia Limited
50/F, Champion Tower
Three Garden Road
Central
Hong Kong
Joint Bookrunners, Joint Lead Managers
and Capital Market Intermediaries
CLSA Limited
18/F One Pacific Place
88 Queensway
Hong Kong
J.P. Morgan Securities (Asia Pacific)
Limited
28/F, Chater House
8 Connaught Road Central
Hong Kong
Citigroup Global Markets Asia Limited
(in relation to the Hong Kong Public Offering)
50/F, Champion Tower
Three Garden Road
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Citigroup Global Markets Limited
(in relation to the International Offering)
33 Canada Square
Canary Wharf
London E14 5LB
United Kingdom
(The followings are in alphabetical order)
Futu Securities International (Hong Kong)
Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Tiger Brokers (HK) Global Limited
23/F, Li Po Chun Chambers
189 Des V oeux Road Central
Hong Kong
Legal advisers to our Company As to Hong Kong laws:
Cooley HK
35/F, Two Exchange Square
8 Connaught Place
Central
Hong Kong
As to PRC laws:
Jia Yuan Law Offices
45F, Media Finance Center
Pengcheng 1st Road
Futian District, Shenzhen
PRC
As to international sanctions laws:
King & Wood
10F, Building B4
Xinchen Lin-gang Center
Lane 9, Yunjuan North Road
Shengang Street
Pudong District
Shanghai
PRC
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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As to Finland laws:
Borenius Attorneys Ltd
Eteläesplanadi 2 00130 Helsinki Finland
As to Singapore laws:
Drew & Napier LLC
10 Collyer Quay, #10-01, Ocean Financial
Centre, Singapore
As to Hong Kong laws:
Li & Partners
22/F, World-Wide House
19 Des V oeux Road Central
Hong Kong
As to India laws:
Dua Associates
202-206, Tolstoy House, 15, Tolstoy Marg,
New Delhi - 110 001, India
Legal advisers to the Sole Sponsor and the
Underwriters
As to Hong Kong laws:
Zhong Lun Law Firm LLP
4/F, Jardine House
No. 1 Connaught Place
Central
Hong Kong
As to PRC laws:
Zhong Lun Law Firm
22-24/F & 27-31/F, South Tower
of CP Center
20 Jin He East Avenue
Chaoyang District
Beijing
PRC
Auditor and Reporting Accountants Rongcheng (Hong Kong) CPA Limited
Certified Public Accountants
Registered Public Interest Entity Auditor
Unit 4301-07, 43/F,
COSCO Tower
183 Queen’s Road Central,
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Industry Consultant Frost & Sullivan (Beijing) Inc., Shanghai
Branch Co.
2504 Wheelock Square
1717 Nanjing West Road
Jingan District
Shanghai
PRC
Compliance Advisor Guotai Junan Capital Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
Receiving Bank Bank of China (Hong Kong) Limited
1 Garden Road
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Registered Office, Headquarter and
Principal Place of Business in the
PRC
No. 8 Longwan Road
Pengjiang District
Jiangmen City, Guangdong Province
PRC
Principal Place of Business in Hong
Kong
901A, Empire center
68 Mody rd
Tsim sha Tsui
Hong Kong
Company’s Website www.lingyiitech.com
(The information contained on this website does not
form part of this Prospectus)
Joint Company Secretaries Mr. Guo Rui ( ெ๿)
Gate 1, Building 9, Dizang An
Xicheng District, Beijing
PRC
Ms. CHAN Wing Y an (ؚ)
ACG, HKACG)
46F, Hopewell Centre
183 Queen’s Road East
Wan Chai
Hong Kong
Authorized Representatives Ms. Zeng Fangqin (ා)
No. 1 Jingcheng Second Road
Yuyuan Industrial Area
Huangjiang Town, Dongguan
Guangdong Province
PRC
Ms. CHAN Wing Y an (ؚ)
ACG, HKACG)
46F, Hopewell Centre
183 Queen’s Road East
Wan Chai
Hong Kong
Audit Committee Dr. Lau Kin Shing Charles ( ᄎ਄ϓ) (Chairperson)
Dr. Cai Yuanqing ( ᇹʩᅅ)
Mr. Ruan Chao ( Ԥ൴)
Remuneration and Appraisal
Committee
Mr. Ruan Chao ( Ԥ൴) (Chairperson)
Dr. Lau Kin Shing Charles ( ᄎ਄ϓ)
Mr. Jia Shuangyi ( ༠ᕐሒ)
Nomination Committee Dr. Cai Yuanqing ( ᇹʩᅅ) (Chairperson)
Mr. Ruan Chao ( Ԥ൴)
Ms. Huang Jinrong (࿲)
CORPORATE INFORMATION
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Strategy and Development
Committee
Ms. Zeng Fangqin (ා) (Chairwoman)
Mr. Jia Shuangyi ( ༠ᕐሒ)
Ms. Wei Zhenghui ( ੘ᅄᅆ)
H Share Registrar Computershare Hong Kong Investor Services
Limited
Shops 1712-1716
17th Floor, Hopewell Centre
183 Queen’s Road East
Wan Chai
Hong Kong
Principal Banks Bank of China Limited, Shenzhen Bantian
Sub-branch
2nd Floor, Zhong’an Building
Buji Plaza Road, Buji Street
Longgang District, Shenzhen
Guangdong Province
PRC
Industrial and Commercial Bank of China,
Shenzhen Fuyong Sub-branch
No. 3 Fuyong Avenue
Fuyong Street
Baoan District, Shenzhen
Guangdong Province
PRC
CORPORATE INFORMATION
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The information and statistics set out in this section and other sections of this prospectus
were extracted from the Frost & Sullivan Report, which was commissioned by us, and from
various official government publications and other publicly-available publications. We
engaged Frost & Sullivan to prepare the Frost & Sullivan Report, an independent industry
report, in connection with the Global Offering. We believe that the sources of this information
are appropriate sources for such information and have taken reasonable care in extracting
and reproducing such information. We have no reason to believe that such information is false
or misleading or that any fact has been omitted that would render such information false or
misleading. The information from official government sources has not been independently
verified by us, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Capital Market Intermediaries, the Sole Sponsor , the Overall Coordinators, the
Underwriters, any of their respective Directors and advisers, or any other persons or parties
involved in the Global Offering, and no representation is given as to its accuracy.
OVERVIEW OF GLOBAL HIGH-PRECISION INTELLIGENT MANUFACTURING
PLATFORM INDUSTRY FOR CORE ELECTRONIC DEVICES
Upgrading in product demand is driving electronic device manufacturers to enhance core
competencies, as diversified applications require higher precision, stability, and iteration speed.
This promotes production toward higher standards, efficiency, technological sophistication, and
flexibility with lean, digitalized, automated, and green production systems enabling rapid
multi-category switching and consistent quality, while globalized operations and scale become
essential for adapting to the fast-evolving electronic device industry.
Electronic device development is underpinned by shared core technologies, enabling
cross-category synergy. Although electronic devices span diverse domains such as consumer,
industrial, and computing applications with varying product forms and use cases, the underlying
technologies share significant commonality. These foundational capabilities can be replicated and
optimized across product categories. Manufacturers equipped with high-precision intelligent
manufacturing platforms for electronic devices can leverage existing technologies to adapt to new
product lines, significantly reducing R&D costs and cycles. Through standardization of hardware
modules and platformization of manufacturing systems, such firms achieve efficient resource
integration and capacity optimization, fostering cross-category synergy and sustainable growth
across the ecosystem.
Definition of High-Precision Intelligent Manufacturing Platform Industry for Core Electronic
Devices
Core electronic devices refer to intelligent hardware that features intelligent interaction and
perception capabilities. Specifically, it includes smart electronics such as smartphones (including
foldable devices), tablets, laptops, smart wearables, and AI glasses and XR devices, as well as
computing centers (enterprise servers) and innovative products (e.g., intelligent robots). Through
high-performance computing platforms, intelligent operating systems, and multimodal interaction
methods, these core electronic devices are revolutionizing human-machine interaction experiences
and accelerating the adoption of AI technologies in both everyday life and industrial applications.
The high-precision intelligent manufacturing platform industry for core electronic devices
refers to an integrated manufacturing system that serves smart electronics, computing centers
(enterprise servers), and intelligent robots, combining advanced intelligent manufacturing
processes, such as high-precision components manufacturing and processing, rapid prototyping
technologies, and automatic control technologies, with digital production management. In this
context, “high-precision” specifically refers to the use of advanced processing technologies to
achieve strict and consistent control over component dimensions, geometry, positional accuracy,
surface quality, and material properties, thereby enabling the manufacturing of components with
INDUSTRY OVERVIEW
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high accuracy, high quality, and high stability. In this context, “intelligent” refers to the application
of AI, automation technologies, and digital production systems across the manufacturing process,
enabling real-time monitoring, adaptive production scheduling, intelligent quality inspection,
process optimization, and data-driven decision-making. Companies in this industry focus on the
design, production, and processing of high-precision components, which can be categorized into
functional components and structural components. Functional components are parts that realize core
functions under complex operating conditions, including bonding, cushioning, thermal
management, sealing, electrical conduction, electromagnetic shielding, and insulation. Structural
components are parts that provide mechanical support, positioning, and protection for internal
modules, such as frames, brackets and enclosures. Through automation, intelligent quality control,
and flexible scheduling, manufacturers achieve efficient, stable, and scalable production. These
capabilities enable downstream products to meet the requirements for lightweight design, durability,
thermal management, and multi-functional integration, making high-precision hardware a key
enabler of core electronic device development.
High-precision intelligent manufacturing platform industry is defined by a combination of
measurable and operational criteria, as set forth below:
 High-precision manufacturing capability: possessing advanced high-precision
processing technologies, including but not limited to die-cutting, stamping, CNC
machining, metal injection molding (MIM), injection molding, die casting,
electroplating, 3D printing, softgoods processing, forging and anodizing, with the ability
to meet strict dimensional accuracy and consistency requirements.
 Product-oriented business model: primarily engaged in the design, production,
processing and sale of high-precision hardware products, including high-precision
functional components and/or structural components and related high-precision
functional modules, with industry scope defined based on revenue of product sales rather
than manufacturing service or contract processing fees.
 Platformized manufacturing capabilities: operating integrated and scalable
manufacturing platforms that support multi-process coordination, standardized quality
control and intelligent production management, enabling efficient mass production and
modular collaboration.
Value Chain Analysis of High-Precision Intelligent Manufacturing Platform Industry for Core
Electronic Devices
The upstream of the industry mainly consists of raw materials used in high-precision hardware
manufacturing. These materials ensure lightweight design, heat dissipation, strength, and durability.
The midstream of the industry is the manufacturing of high-precision hardware. Leading companies
in this sector possess advanced processing technologies such as die-cutting, stamping, CNC, MIM,
injection molding, die casting, electroplating, 3D printing, softgoods processing, forging, and
anodizing. Meanwhile, some leading companies have extended their business into high-precision
functional modules, key materials, and hardware assembly, gradually achieving vertical integration
across the entire industry chain and building one-stop intelligent manufacturing platforms. The
downstream of the industry includes the core application scenarios. Leading companies in the sector
adhere to a customer-centric service philosophy, maintaining long-term and stable strategic
partnerships with globally-renowned downstream brands and backend equipment suppliers such as
server manufacturers. They also participate deeply in customers’ early-stage product development
across multiple dimensions, including manufacturing processes, production facilities, technical
R&D, and project management, securing sustained and stable orders from major clients.
INDUSTRY OVERVIEW
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Value Chain of High-Precision Intelligent Manufacturing
Platform Industry for Core Electronic Devices
Upstream Midstream Downstream
Raw Materials
Metals
Ceramics
Carbon Fiber and Glass Fiber
Composites
Others
Magnetic Materials
Polymers
Foams
High-performance Thermal
Management Materials
High-precision Components Manufacturing and Processing
High-precision Components
Functional Components Structural Components
High-precision Functional Modules
High-precision Hardware Assembly
• Die-cutting
 CNC
 Injection Molding
 Electroplating
 Softgoods Processing
 Stamping
 MIM
 Die Casting
 3D Printing
 Anodizing
ĊĊ
Smart Electronics
Smart Wearables
Tablets Laptops
AI Glasses & XR
Devices
Smartphones
Computing Centers
(Enterprise Servers)
Intelligent Robots
Source: Frost & Sullivan
Market Drivers and Developing Trends Analysis of Global High-Precision Intelligent
Manufacturing Platform Industry for Core Electronic Devices
Innovative Electronic Devices Reshape the V alue Proposition of the Smart Electronics Industry
The smart electronics market is showing a moderate recovery, driven by foldable devices, AI
glasses, and XR devices, which are accelerating the upgrade of high-precision hardware
technologies and shifting competition from cost and efficiency toward forward-looking technology
reserves and collaborative innovation.
Foldable Devices: Leveraging their high technical barriers and high-value-added nature,
foldable devices have become a new growth driver and a significant development opportunity in the
smartphone market. By integrating flexible displays, multi-axis hinges, and support layers, they
enable screen folding while imposing higher requirements on structural components such as display
supports, hinge parts, rotary modules, and lightweight high-strength materials. As adoption
accelerates, companies with capabilities in precision hinge machining, CNC processing, stamping,
MIM, and automated assembly are poised for sustained growth.
AI Glasses: Merging AI technology with traditional eyewear, AI glasses offer features such
as real-time voice interaction, image recognition, and navigation, providing convenient, intelligent
experiences and are expected to see sustained growth. These products integrate cameras, sensors,
and display modules while requiring on-device AI computing and local inference within a
lightweight form factor, placing higher demands on manufacturers’ capabilities in thermal
management, precision structural components, and functional module integration. Their emergence
is accelerating the development of precision and modular manufacturing systems and raising
technical thresholds across the industry.
Computing Power Surge Drives Growth of Enterprise Servers
Driven by the rapid expansion of large-scale AI training and inference, global computing
demand is surging, prompting hyperscale cloud service providers to accelerate the deployment of
high-power data centers and driving global data center capital expenditure from over US$500
billion in 2025 to over US$3 trillion by 2030. Rising power consumption of commercial server
chips, together with increasingly stringent energy-efficiency regulations for AI data centers
(“AIDCs”) across major regions, is accelerating the transition from traditional air cooling to liquid
cooling solutions. At the same time, rack-level power density has increased from below 10 kW to
over 200 kW, substantially boosting demand for server thermal management systems and power
modules. As AI computing centers impose higher requirements on precision manufacturing, thermal
performance, and long-term reliability, manufacturers with early technological leadership in
high-precision server hardware are well-positioned to secure first-mover advantages amid the
continued expansion of the enterprise server market.
INDUSTRY OVERVIEW
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Expansion of Intelligent Robotics Applications Drives Upgraded Demand for High-Precision
Hardware
Empowered by continuous advancements in large AI models, intelligent robots are rapidly
expanding into industrial, professional service, and consumer scenarios, driven by increasingly
realistic perception and interaction capabilities, ergonomic structural design, and natural, fluid
motion performance. Notably, improvements in the performance, stability, and safety of humanoid
robots, combined with rising global labor costs and accelerating industrial automation, are fueling
robust market growth. Global shipment volume of humanoid robots was approximately 18,000 units
in 2025 and is forecast to grow to 800,000 units in 2030, representing a CAGR of 113.6% from 2025
to 2030. The widespread application of intelligent robots will directly drive demand for related
high-precision component products, while also placing higher demands on manufacturers for
lightweight design, durability, and modular design capabilities. Through the integration capability
of high-precision components and functional modules, companies can support the stability,
precision, and operational reliability of intelligent robots during operation, thereby supporting the
continuous evolution and technological upgrading of the intelligent robotics industry.
Market Size of Global High-Precision Intelligent Manufacturing Platform Industry for Core
Electronic Devices
Market Size of Global High-Precision Intelligent Manufacturing Platform Industry for Smart
Electronics
The following chart illustrates the global historical and forecast shipment volume of smart
electronics from 2021 to 2030. Among smartphones, foldable devices deliver a transformative user
experience by seamlessly combining the portability of a traditional smartphone with the larger
display area of a tablet. This dual-purpose design directly addresses growing demand for mobile
productivity and immersive entertainment, thereby supporting rapid growth in future shipments of
foldable devices. Meanwhile, the market for AI glasses and XR devices is expected to show rapid
growth, collectively driving the fast penetration of global smart electronics. By leveraging cameras
and microphones to perceive the user’s surrounding environment, AI enables AI glasses and XR
devices to deliver real-time, context-aware assistance, including instant translation, object
recognition and workflow guidance. This integration transforms the hardware into an essential
AI-human interaction interface, which is a key enabler of mass-market consumer adoption and
supports the long-term growth potential of AI glasses and XR devices.
Shipment Volume of Global Smart Electronics,
Classified by Product Types, 2021-2030E
0
500
1,000
1,500
2,000
2,500
3,000
Million Units
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
Total
CAGR
2026E-2030E
CAGR
2021-2025
AI Glasses and XR Devices
Smart Wearables
Laptops
Tablets
of which, Foldable Devices
Smartphones
2,208.0
2,036.4 1,949.1 2,081.5 2,178.7 2,097.2 2,250.4 2,391.3 2,517.8 2,631.2
1,354.8
7.1
168.8
250.3
422.9
11.2
2,208.0
1,205.9
14.2
161.6
226.3
433.5
9.1
2,036.4
1,164.1
18.3
128.5
192.7
454.9
8.9
1,949.1
1,238.8
23.8
140.1
201.2
491.9
9.6
2,081.5
1,260.3
26.2
153.8
218.0
532.1
14.5
2,178.7
1,172.1
30.7
144.6
198.4
549.6
32.5
2,097.2
1,242.4
38.4
154.0
215.3
593.2
45.5
2,250.4
1,305.8
47.8
162.3
228.2
635.8
59.2
2,391.3
1,360.6
59.3
169.3
238.5
678.4
71.0
2,517.8
1,405.5
73.2
174.7
249.2
720.1
81.7
2,631.2
-1.8%
38.6%
-2.3%
-3.4%
5.9%
6.7%
-0.3%
4.6%
24.3%
4.8%
5.9%
7.0%
25.9%
5.8%
Source: Interviews with industry experts by Frost & Sullivan, Frost & Sullivan
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The increasing AI computing power and the growing richness of applications are driving the
demand for high-precision intelligent manufacturing for smart electronics, including AI
smartphones, AI PCs, AI glasses and XR devices. Platform vendors, leveraging their experience and
understanding of intelligent manufacturing, are forming capabilities to deliver vertically integrated
all-in-one solutions. Core technologies are focusing on collaborative innovation in areas such as
advanced thermal management and new material applications. Smart electronics products are
imposing increasingly high demands on hardware performance, lightweight or slim design, and
multi-functional integration, directly spurring innovation in materials, manufacturing processes,
and the functionality of structural components. Looking ahead, the ongoing development of new
hardware categories such as foldable devices, AI glasses and XR devices will further drive hardware
toward lighter and slimmer form factors, higher performance, and improved thermal dissipation.
The following chart illustrates the global historical and forecast revenue of high-precision
intelligent manufacturing platform industry for smart electronics from 2021 to 2030.
Market Size of Global High-Precision Intelligent Manufacturing Platform Industry for
Smart Electronics, Classified by Product Types, 2021-2030E
Billion US$
Total
CAGR
2026E-2030E
CAGR
2021-2025
AI Glasses and XR Devices
Smart Wearables
Laptops
Tablets
of which, Foldable Devices
Smartphones
0
50
100
150
200
250
300
350
400
450
500
295.1 277.7 274.9 301.9
330.9 324.8
363.2
397.6
432.7
467.7
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
182.9
2.9
29.3
68.2
12.6
2.1
295.1
169.8
5.8
28.4
63.7
14.1
1.7
277.7
175.3
7.5
24.6
58.3
15.1
1.6
274.9
194.9
9.8
26.6
62.1
16.6
1.7
301.9
208.3
10.9
30.5
69.5
20.3
2.3
330.9
203.7
13.0
29.5
65.7
21.3
4.6
324.8
226.7
16.5
32.1
74.5
23.5
6.4
363.2
246.2
20.6
34.7
82.9
25.5
8.3
397.6
264.9
25.8
36.8
93.4
27.4
10.2
432.7
280.2
32.3
38.4
107.6
29.3
12.2
467.7
3.3%
39.5%
1.0%
0.5%
12.7%
3.3%
2.9%
8.3%
25.7%
6.8%
13.1%
8.3%
27.5%
9.5%
Source: Interviews with industry experts by Frost & Sullivan, Frost & Sullivan
The high-precision functional components industry for smart electronics refers to the
manufacturing of high-precision components that are embedded in smart electronic products. The
industry represents a fundamental and indispensable segment of the high-precision intelligent
manufacturing platform industry for smart electronics, providing the critical hardware foundation.
The following chart illustrates the global historical and forecast revenue of high-precision
functional components for smart electronics from 2021 to 2030.
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Market Size of Global High-Precision Functional Components Industry for Smart
Electronics, 2021-2030E
Billion US$
Global High-Precision Functional
Components Industry for Smart Electronics
CAGR 2021-2025 CAGR 2026E-2030E
0.2% 6.8%
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
0
5
10
15
20
25
30
35
40
45
50
37.0
33.6 30.8 33.5
37.4 36.1
39.3 42.1 44.7 47.0
Source: Interviews with industry experts by Frost & Sullivan, Frost & Sullivan
High-precision thermal management hardware mainly comprises cooling components and
modules for smart electronics. From a material perspective, thermal management technologies in
smart electronics primarily include vapor chamber (VC) technology and other graphite sheet-based
solutions. VC technology is gradually becoming the mainstream cooling solution for smart
electronics because it offers efficient and uniform heat dissipation while meeting the devices’
demand for slim and light designs. The strong future growth outlook is mainly driven by the
convergence of several technology trends. AI integration and high-performance computing require
NPUs and GPU clusters to operate at high loads for sustained periods, significantly increasing
thermal density. Meanwhile, continued device miniaturization and the shift toward thinner, lighter,
and more complex designs leave limited internal space for heat dissipation, heightening the need for
compact and efficient thermal solutions. Ultra-fast charging and higher-speed data connectivity
further raise power consumption, reinforcing demand for smart electronics high-precision thermal
management hardware. The following chart illustrates the global historical and forecast revenue of
smart electronics high-precision thermal management hardware from 2021 to 2030.
Market Size of Global Smart Electronics High-Precision Thermal
Management Hardware, 2021-2030E
0
5
10
15
20
30
25
Billion US$
Global Smart Electronics High-Precision
Thermal Management Hardware
CAGR 2021-2025 CAGR 2026E-2030E
11.0% 18.4%
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
8.5 8.4 8.5 10.1
12.8 13.9
17.1
20.5
23.9
27.3
Source: Interviews with industry experts by Frost & Sullivan, Frost & Sullivan
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Market Size of Global High-Precision Intelligent Manufacturing Platform Industry for
Intelligent Robots
In recent years, the intelligent robot market has experienced rapid growth, driven by global
manufacturing upgrades, labor structure changes, and breakthroughs in AI technologies. The market
has expanded toward diversified directions, including service, industrial, and humanoid robots.
Intelligent robots at the current stage demonstrate enhanced self-learning and collaborative
capabilities across perception, decision-making, and execution layers, imposing higher demands on
structural lightweighting, motion precision, and response speed. This trend drives technological
evolution in core hardware, with components universally featuring high precision, high integration,
and high stability, requiring exceptional manufacturing accuracy and consistency. Supported by
hardware upgrades, process optimization, and continuous iteration of intelligent manufacturing
systems, high-precision intelligent manufacturing platforms for intelligent robots are increasingly
capable of meeting large-scale and high-precision production needs. These platforms drive
continuous improvements in performance stability, assembly accuracy, and overall intelligence of
robots. The strong growth outlook of the high-precision intelligent manufacturing platform industry
for intelligent robots is underpinned by several structural drivers. The increasing application of
intelligent robots in diverse scenarios, such as manufacturing, logistics and healthcare, is
accelerating demand for large-scale, standardized and high-consistency production of precision
components and modules. In addition, the rapid iteration of robot architectures and application
scenarios is driving continuous demand for flexible, platformized manufacturing, further supporting
the industry’s further high-growth trajectory. The following chart illustrates the global historical
and forecast revenue of high-precision intelligent manufacturing platform industry for intelligent
robots from 2021 to 2030.
Market Size of Global High-precision Intelligent Manufacturing
Platform Industry for Intelligent Robots, 2021-2030E
Billion US$
Global High-Precision Intelligent
Manufacturing Platform Industry
for Intelligent Robots
CAGR 2021-2025 CAGR 2026E-2030E
7.6% 15.8%
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
0
10
20
30
40
50
60
70
80
28.5 30.2 31.1 33.5
38.2
44.2
50.5
58.6
68.0
79.5
Source: Interviews with industry experts by Frost & Sullivan, Frost & Sullivan
With humanoid robots rapidly evolving from prototypes to commercial applications, the
humanoid robot high-precision intelligent manufacturing platform market is emerging as a key
growth area. Driven by breakthroughs in AI algorithms, continuous improvements in motion control
systems, and expanding application scenarios across service, industrial, and consumer fields, the
market size is expected to further expand. The future high-growth momentum of the global
humanoid robot high-precision intelligent manufacturing platform industry is supported by several
structural factors. First, the rapid advancement of AI foundation models and embodied intelligence
continues to enhance perception, decision-making, and motion control capabilities, strengthening
the technological foundation of humanoid robots. Second, the transition of humanoid robots from
pilot projects to large-scale commercial deployment is accelerating, driving sustained demand for
high-precision components for humanoid robots. In addition, ongoing cost reductions enabled by
manufacturing scale-up, process optimization, and platform modularization are improving
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economic feasibility and further expanding downstream adoption across different scenarios. The
following chart illustrates the global historical and forecast revenue of high-precision intelligent
manufacturing platform industry for humanoid robots from 2025 to 2030.
Within humanoid robots, rotary joints, linear joints, and dexterous hands are critical parts of
the execution system, driving substantial demand for high-precision components and modules. As
humanoid robots need to achieve balanced walking, precise manipulation, and human-machine
interaction in complex environments, they place extremely high demands on component precision,
consistency, and response speed. High-precision components can significantly reduce transmission
errors, enhance control accuracy, and improve dynamic stability, thereby ensuring smooth, safe, and
reliable motion. With the continuous increase in the degrees of freedom and structural flexibility of
robots, system integration complexity is rising. In the future, dependence on high-precision
components and functional modules will deepen further, while requirements for precision, power
density, and modular design will continue to grow. The combined value contribution of rotary
joints, linear joints, and dexterous hands is expected to increase from approximately 47% in 2025
to approximately 49% in 2030.
Market Size of Global High-precision Intelligent Manufacturing
Platform Industry for Humanoid Robots, 2025-2030E
Billion US$
Global High-Precision Intelligent
Manufacturing Platform Industry
for Humanoid Robots
CAGR 2025-2030E
85.4%
2025 2026E 2027E 2028E 2030E 2029E
0
2
4
6
8
10
12
14
16
18
0.8
2.9
4.8
7.7
11.7
16.7
By Major Parts/Systems, 2025
By Major Subcomponents and
Modules, 2025
By Major Parts/Systems, 2030E
By Major Subcomponents and
Modules, 2030E
18.4%
22.4%
6.6%6.6%
3.9%3.9%
48.7%
6.6%6.6%
11.8%
3.9%3.9%
3.9%3.9%
10.5%10.5%
2.4%2.4%
60.7%
6.3%6.3%
11.7%
3.2%3.2%
4.0%4.0%
13.2%13.2%
7.0%7.0%
54.6%
18.7%
24.1%
6.2%6.2%
4.3%4.3%
46.7%
Rotary Joint
Linear Joint
Dexterous Hand
Control System
Others
Reducer
Servo Motor
Driver
Controller
Planetary Roller Screws
Charging and Thermal
Management Module
Others
Source: Interviews with industry experts by Frost & Sullivan, Frost & Sullivan
Market Size of Global High-Precision Intelligent Manufacturing Platform Industry for
Enterprise Servers
With the rapid growth in demand for large-scale AI model training and inference, global data
centers are evolving towards higher power density and energy efficiency. Rack power density has
increased from under 10kW to over 200kW, promoting liquid cooling modules and high-density
power supplies as core R&D directions for the high-precision intelligent manufacturing platform
serving enterprise servers. Liquid cooling modules, with their higher heat dissipation efficiency,
lower energy consumption, and superior system stability, are rapidly replacing traditional air
cooling, supporting high-computing-power chips operating stably in high heat flux density
environments. Concurrently, power supply systems are also accelerating their upgrade towards
high-voltage direct current (DC), high power density, and modularization to achieve higher energy
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efficiency and copper material utilization rates. Leading high-precision intelligent manufacturing
platform companies are helping enterprise servers iterate towards higher performance and lower
energy consumption by continuously improving the performance of thermal and power supply
products.
The global market for high-precision intelligent manufacturing platforms for enterprise
servers covers core components and functional modules. In recent years, benefiting from growing
computing power demand and accelerated deployment of ultra-large-scale, high-power computer
rooms by global AI giants and large cloud service providers, this market expanded rapidly. Looking
forward, as demand for high-performance AI computing infrastructure continues to grow, the
market expansion is expected to accelerate further. This growth is underpinned by the structural
upgrade of AI computing infrastructure toward higher performance, higher precision, and greater
system integration. As large-scale AI models continue to evolve, enterprise servers are increasingly
shifting toward heterogeneous architectures with higher compute density and more complex core
components, significantly raising requirements for precision manufacturing platforms. In addition,
data center operators and cloud service providers are accelerating capacity expansion to support AI
training and inference workloads. This growth is supported by the rapid expansion of AI server
shipments, which are projected to increase from 2.1 million units in 2025 to over 5.0 million units
in 2030, thereby providing a sustained demand foundation for relevant high-precision components.
The following chart illustrates the global historical and forecast revenue of high-precision
intelligent manufacturing platform industry for enterprise servers from 2021 to 2030.
Market Size of Global High-Precision Intelligent Manufacturing
Platform Industry for Enterprise Servers, 2021-2030E
Billion US$
Global High-Precision Intelligent
Manufacturing Platform Industry
for Enterprise Servers
CAGR 2021-2025 CAGR 2026E-2030E
67.1% 29.1%
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
0
20
40
60
80
100
120
140
3.7 7.0 11.8 19.5
29.1
44.3
62.1
80.6
100.6
123.1
Source: Interviews with industry experts by Frost & Sullivan, Frost & Sullivan
With the surge in AI computing power, the heat dissipation requirements of servers have
increased significantly, driving exponential growth in the market for high-precision thermal
management hardware for enterprise servers. Looking forward, the market is projected to maintain
strong growth momentum. Against the backdrop of continuously increasing data center power
density and energy efficiency requirements, traditional air-cooling methods can no longer
adequately support the thermal management needs of enterprise servers, and liquid cooling
solutions are rapidly gaining penetration. Beyond policy and energy-efficiency drivers, the
continuous increase in AI server computing density and the large-scale deployment of high-power
AI clusters are structurally elevating thermal management complexity and the value of thermal
hardware per server. As next-generation GPUs and accelerators push rack-level power density to
higher levels, traditional component-level cooling solutions are increasingly replaced by high-
precision, system-level thermal management architectures. As a result, demand for high-precision
thermal management hardware is expected to grow at a faster pace than overall enterprise server
shipments. The following chart illustrates the global historical and forecast revenue of enterprise
servers’ high-precision thermal management hardware from 2021 to 2030.
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Market Size of Global Enterprise Servers’ High-Precision Thermal
Management Hardware, 2021-2030E
Billion US$
Global Enterprise Servers'
High-Precision Thermal
Management Hardware
CAGR 2021-2025 CAGR 2026E-2030E
132.8% 30.2%
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
0
10
20
30
40
50
0.3 0.5 1.6
4.5
7.6
15.0
21.9
27.2
33.4
43.2
Source: Interviews with industry experts by Frost & Sullivan, Frost & Sullivan
As AIDC develops towards larger scale and higher power density, power supply systems are
being correspondingly optimized to improve wiring and copper material utilization efficiency,
thereby reducing infrastructure construction costs and transmission losses. This places higher
standards on power supply systems in terms of efficient conversion, compact layout, and thermal
optimization. Compared to traditional power supplies, power supplies for enterprise servers carry
greater power per unit volume and ensure stable operation of equipment in high-load environments
through advanced thermal design, effectively supporting high-power computing. In addition, rising
AI computing density and rack-level power consumption are fundamentally reshaping enterprise
server power architectures. As next-generation GPUs and accelerators drive higher power draw and
more dynamic load profiles, power supply systems are required to deliver higher efficiency, faster
transient response, and greater reliability under high-current conditions. Meanwhile, the shift
toward higher-voltage and modular power architectures is increasing both system complexity and
value per server. As a result, demand for high-precision power supply hardware is expected to
maintain a fast growth rate. The following chart illustrates the global historical and forecast revenue
of enterprise servers’ high-precision power supply hardware from 2021 to 2030.
Market Size of Global Enterprise Servers’ High-Precision
Power Supply Hardware, 2021-2030E
Billion US$
Global Enterprise Servers'
High-Precision Power Supply
Hardware
CAGR 2021-2025 CAGR 2026E-2030E
91.8% 52.3%
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
0
20
40
60
80
100
0.6 1.3 2.4 4.9 7.7
17.4
32.9
54.1
77.9
93.8
Source: Interviews with industry experts by Frost & Sullivan, Frost & Sullivan
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Competitive Landscape of Global High-Precision Intelligent Manufacturing Platform
Industry for Smart Electronics
Due to the diverse range of products, the global high-precision intelligent manufacturing
platform industry for smart electronics is highly fragmented. In terms of revenue in 2025, the top
five companies together accounted for a market share of 7.8%. Leading players hold competitive
advantages in advanced process technology, large-scale manufacturing capacity, high-precision
component integration, and long-term partnerships with downstream customers, enabling them to
strengthen market entry barriers. Among them, the Company ranked third in this market in 2025,
accounting for a market share of 1.6%.
Ranking of Global High-precision Intelligent Manufacturing Platform Industry for Smart
Electronics by Revenue, 2025
10.0
5.5
5.1
3.0
2.0
Ranking
1
2
3
4
5
Company A
Company B
the Company
Company C
Company D
3.0%
1.7%
1.6%
0.9%
0.6%
7.8%Subtotal
Company Name Revenue (Billion US$) Market Share
Source: Annual reports of listed companies, Interviews with industry experts by Frost & Sullivan, Frost & Sullivan
Notes:
1. Company A is a listed company on the Shenzhen Stock Exchange established in 2004, with a business focus on
precision intelligent manufacturing, from components and modules to systems.
2. Company B is a listed company on the Shenzhen and Hong Kong Stock Exchanges established in 2003, mainly
specializing in the design and manufacturing of high-precision structural components and modules, especially for
smart electronics.
3. Company C is a non-listed company established in 1986, providing structural and modular solutions for intelligent
devices, focusing on the intelligent manufacturing of precision structural components for smart electronics.
4. Company D is a listed company on the Shenzhen Stock Exchange established in 2001, mainly engaged in the
production of precision structural components, modules, and complete devices, with leading manufacturing and
integration capabilities in the fields of smart electronics, new energy, and intelligent equipment.
Competitive Landscape of Global High-Precision Functional Components Industry for Smart
Electronics
As a core segment of the high-precision intelligent manufacturing platform industry for smart
electronics, the global high-precision functional components industry for smart electronics is
relatively fragmented. In terms of revenue in 2025, the top five companies together accounted for
a market share of 10.0%. Leading companies leveraging precision manufacturing technologies,
automated production systems and long-term partnerships with top-tier clients demonstrate notable
advantages in product quality and delivery capability. Among them, the Company ranked first in
this market in 2025, accounting for a market share of 7.0%.
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Ranking of Global High-precision Functional Components Industry for
Smart Electronics by Revenue, 2025
2,616.6
630.0
258.0
154.0
79.0
Ranking
1
2
3
4
5
the Company
Company E
Company F
Company G
Company H
7.0%
1.7%
0.7%
0.4%
0.2%
10.0%Subtotal
Company Name Revenue (Million US$) Market Share
Source: Annual reports of listed companies, Interviews with industry experts by Frost & Sullivan, Frost & Sullivan
Notes:
1. Company E is a listed company on the Shenzhen Stock Exchange established in 1993, focusing on the manufacturing
of high-precision functional components, electromagnetic shielding materials, and thermal conductive materials,
which are widely applied in the smart electronics and communications sectors.
2. Company F is a listed company on the Shenzhen Stock Exchange established in 1999, mainly providing precision
functional components, precision structural components, and modules for smart electronics.
3. Company G is a listed company on the Shenzhen Stock Exchange established in 2016, with main products including
precision functional components and intelligent automation equipment, serving applications in smart electronics,
automotive, and new energy industries.
4. Company H is a listed company on the Shenzhen Stock Exchange established in 2004, primarily engaged in the
production and sales of functional and structural components for smart electronics, as well as optical and wearable
modules.
OVERVIEW OF GLOBAL HIGH-PRECISION INTELLIGENT MANUFACTURING
PLATFORM INDUSTRY FOR INTELLIGENT VEHICLES AND ADV ANCED AIR
MOBILITY
Definition of High-Precision Intelligent Manufacturing Platform Industry for Intelligent
Vehicles and Advanced Air Mobility
In recent years, the intelligent vehicle industry has experienced rapid growth, driven by rising
global demand and continuous policy support for environmental sustainability and intelligent
transportation systems. Advancements in electrification and autonomous driving technologies have
further accelerated the penetration of intelligent vehicles across markets. Looking ahead, the trend
of “Intelligent Transformation of Both ICE Vehicles and Electric Vehicles” (ཥᕐ౽) is expected
to become a key direction for the industry, catering to diverse consumer preferences and fostering
large-scale global adoption and growth. The global sales volume of smart vehicles is expected to
increase from 80.6 million units in 2026 to 116.4 million units in 2030, with a CAGR of 9.6%.
At the same time, advanced air mobility is emerging as a vibrant new sector, encompassing
a range of commercial activities within low-altitude airspace (typically below 1,000 meters above
sea level). The sector focuses on next-generation, electrically or hybrid-powered aerial mobility
products and related systems, serving applications such as urban transportation, logistics, public
services, and specialized industrial operations, and is characterized by stringent requirements for
lightweight design, system integration, operational safety, and intelligent control. Its rapid rise is
underpinned by favorable government policies, continuous technological progress, and expanding
market demand. In the future, advanced air mobility is expected to evolve into a critical component
of new infrastructure, transforming urban transportation, logistics, emergency response, and other
application scenarios, while unlocking new opportunities for industrial and regional development.
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Such high-precision hardware is integrated into key vehicle domains, including power
systems, chassis systems, and body systems, which in turn support the progressive enhancement of
vehicle intelligence, electrification, and connectivity, while contributing to improvements in
product safety, reliability, and overall user experience.
Market Drivers and Developing Trends Analysis of Global High-Precision Intelligent
Manufacturing Platform Industry for Intelligent Vehicles and Advanced Air Mobility
Technology-Driven Evolution
The rapid advancement of vehicle intelligence, electrification, and advanced air mobility is
driving continuous innovation in automotive and aerospace manufacturing platforms. Rising
complexity in powertrains, sensor modules, electronic control units (ECUs), connectivity systems,
and propulsion units demands higher precision, integration, thermal management, and
modularization, while miniaturization and reliability requirements spur innovation in materials,
processes, and digitalized workflows. This convergence fosters platform-based, scalable, and
intelligent manufacturing ecosystems that enable rapid customization, vertical integration, and
long-term competitive advantages.
Strengthened Battery Safety Standards Accelerate Upgrades
Strengthened regulatory oversight on battery safety, thermal management, and crash
protection is emerging as a major driver of structural innovation in intelligent manufacturing
platforms serving both intelligent vehicles and advanced air mobility hardware. In China, the
Ministry of Industry and Information Technology (MIIT) has led the development of a mandatory
national standard, “Safety Requirements for Traction Battery of Electric Vehicles” ( ཥਗӛԓ͜
Ӌ), effective on July 1, 2026. This regulation introduces higher thresholds for
battery safety, thermal runaway prevention, and structural integrity, setting a technical benchmark
for the entire power battery industry.
Accelerating Advanced Air Mobility Innovation Through Policy and Precision Manufacturing
Government initiatives such as relaxed airspace regulations, subsidies for innovation, and
clearer regulatory frameworks are accelerating demand, providing manufacturers with stable order
pipelines and expansion opportunities. To remain competitive, manufacturers must enhance
precision in producing critical components, such as structural components and core modules, while
meeting increasingly stringent requirements for safety, performance, and cost efficiency.
Market Size of Global High-Precision Intelligent Hardware Manufacturing Platform Industry
for Intelligent Vehicles and Advanced Air Mobility
In recent years, driven by the rapid expansion of the intelligent vehicles and advanced air
mobility industries, the global market size of high-precision intelligent manufacturing platforms for
intelligent vehicles and advanced air mobility has maintained continuous growth over the past few
years. Looking ahead, the industry’s market size is projected to further expand. The intelligent
vehicle segment is expected to remain the primary contributor, while the advanced air mobility,
supported by ongoing technological innovation and favorable policy measures, is poised to become
a key growth engine, creating substantial business opportunities across the entire industry value
chain. The following chart illustrates the global historical and forecast revenue of high-precision
intelligent manufacturing platform industry for intelligent vehicles and advanced air mobility from
2021 to 2030.
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Market Size of Global High-Precision Intelligent Manufacturing Platform Industry for
Intelligent Vehicles and Advanced Air Mobility, 2021-2030E
0
100
400
300
200
Billion US$
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
Intelligent Vehicle
Advanced Air Mobility
Total
CAGR
2021-2025
CAGR
2026E-2030E
9.7% 23.6%
4.4% 5.4%
4.7% 7.4%
14.814.8 15.615.6 17.217.2 18.718.7 21.521.5
215.0
229.8
227.9
243.5
237.0
254.2
244.1
262.8
255.0
276.5
267.8
293.1
282.8
31.3
314.1
298.3
38.3
336.6
314.5
47.0
361.5
331.1
59.2
390.3
25.325.3
Source: Interviews with industry experts by Frost & Sullivan, Frost & Sullivan
Competitive Landscape of Global High-Precision Intelligent Manufacturing Platform
Industry for Intelligent Vehicles and Advanced Air Mobility
The competitive landscape of the high-precision intelligent manufacturing platform industry
for intelligent vehicles and advanced air mobility is highly fragmented and rapidly evolving. On a
global basis, the industry comprises over 2,000 major market participants with in-house high-
precision component manufacturing capabilities, including traditional automotive component
suppliers, emerging high-tech startups, specialized high-precision hardware manufacturers, and
vertically integrated original equipment manufacturers (OEMs). Each type of player possesses
distinct advantages in areas such as high-precision manufacturing processes, automated production
capabilities, lightweight material applications, and AI-driven manufacturing solutions, collectively
forming a dynamic and highly competitive industrial ecosystem. Against this backdrop, companies
in the industry must continuously innovate, enhance production efficiency, and build intelligent
manufacturing platforms with flexibility and scalability to maintain competitiveness amid rapid
technological iteration and intensifying market competition.
RA W MATERIAL PRICE ANALYSIS
The production of high-precision hardware relies on key raw materials such as aluminum
alloys, stainless steel and cermet powder.
For aluminum alloys, strong demand for lightweight applications has driven prices from
RMB20.2 thousand per ton in 2021 to RMB21.2 thousand per ton in 2025. Prices of aluminum
alloys are expected to remain on an upward trajectory, underpinned by sustained demand and
potential supply constraints.
Stainless steel is widely adopted in high-precision hardware for its durability and ability to
ensure structural integrity. Driven by raw material shortages and soaring energy costs, stainless
steel prices reached a historic high of RMB18.2 thousand per ton in 2022. Subsequently, as supply
constraints eased and the global economy entered a period of slower growth, stainless steel prices
gradually normalized, falling to around RMB12.8 thousand per ton in 2025. Looking ahead, prices
are expected to remain relatively stable, supported by steady demand for high-grade stainless steel
from the high-precision hardware industry.
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Prices of Aluminum Alloy and Stainless Steel
in China, 2021-2025
0
5
10
15
20
25
20.2 21.2
19.5 20.4 21.2 17.7 18.2
15.6
13.9 12.8
2021 2022 2023 2024 2025
Aluminum Alloy
Thousand RMB/Ton
0
5
10
15
20
20222021 2023 2024 2025
Stainless Steel
Thousand RMB/Ton
Source: Wind, BAIINFO, Interviews with industry experts by Frost & Sullivan, Frost & Sullivan
SOURCE OF INFORMATION
We commissioned Frost & Sullivan to conduct market research on global high-precision
intelligent manufacturing platform industry and prepare the Frost & Sullivan Report. Frost &
Sullivan is an independent global consulting firm founded in 1961 in New York that offers industry
research and market strategies. We have contracted to pay RMB730,000 to Frost & Sullivan for
compiling the Frost & Sullivan Report.
In preparing the Frost & Sullivan Report, Frost & Sullivan conducted detailed primary
research which involved discussing the status of the industry with certain leading industry
participants and conducting interviews with relevant parties. Frost & Sullivan also conducted
secondary research which involved reviewing company reports, independent research reports and
data based on its own research database. Frost & Sullivan obtained the figures for the estimated
total market size from historical data analysis plotted against macroeconomic data, as well as
considered the above-mentioned industry key drivers. Its market engineering forecasting
methodology integrates several forecasting techniques with the market engineering measurement-
based system and relies on the expertise of the analyst team in integrating the critical market
elements investigated during the research phase of the project. These elements primarily include
expert-opinion forecasting methodology, integration of market drivers and restraints, integration
with the market challenges, integration of the market engineering measurement trends and
integration of econometric variables.
The Frost & Sullivan Report is compiled based on the following assumptions: (i) the social,
economic and political environment of the globe and the PRC is likely to remain stable in the
forecast period; and (ii) related industry key drivers are likely to drive the market in the forecast
period.
INDUSTRY OVERVIEW
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This section sets out summaries of key laws, regulations and policies across major
jurisdictions in which we operate, which are relevant to our business operations.
REGULATIONS AND POLICIES RELATED TO OUR BUSINESS IN THE PRC
Regulations and Policies on Precision Intelligent Manufacturing Solution Industry
According to the Notice of the National Development and Reform Commission of the PRC
(NDRC) and the Ministry of Finance of the PRC (MOF) on the Intensified and Expanded
Implementation of Large-Scale Equipment Renewal and Consumer Goods Trade-In Policies in 2025
(׵2025ஷ
) issued on January 5, 2025, policies such as subsidies for individual consumers purchasing
mobile phones, tablets, and smart watches/bands will be implemented to expand support for the
trade-in of consumer goods.
According to the Report on the Work of the Government (ʈЪజѓ) delivered at the
National People’s Congress of the PRC (NPC) on March 5, 2025, the PRC government will
accelerate the digitalization of manufacturing, foster a number of service providers with both
industry expertise and digital know-how, and bolster support for digital transformation of small and
medium-sized enterprises. Under the AI Plus initiative, the PRC government will work to
effectively combine digital technologies with China’s manufacturing and market strengths, support
the extensive application of large-scale AI models and vigorously develop new-generation
intelligent terminals and intelligent manufacturing equipment, including intelligent connected
NEVs, AI-enabled phones and computers, and intelligent robots, and promote broader application
of 5G technology, accelerate the innovation-driven development of the Industrial Internet, optimize
the layout of computing resources across the country, and foster internationally competitive digital
industry clusters.
On March 7, 2025, the Ministry of Industry and Information Technology of the PRC (MIIT)
and the National Standardization Administration of the PRC issued National Guidelines for the
Construction of Intelligent Manufacturing Standards System (2024 Edition) (౽ঐႡிᅺ๟
یܸ2024و)) which point out that by 2026, more than 100 national and industry
standards will be formulated or revised to build an intelligent manufacturing standards system that
is adapted to the development of new industrialization, guiding enterprises to apply standards to
practice, building enterprise intelligent manufacturing standards systems, and promoting the
high-quality development of intelligent manufacturing.
On April 22, 2025, the MIIT, the NDRC and the National Data Administration promulgated
the Implementation Plan for Digital Transformation of the Electronics and Information
Manufacturing Industry (), which proposed a two-phase
target: (i) by 2027, new types of information infrastructure for the digital transformation and
intelligent upgrading of the among other goals, electronics and information manufacturing industry
will be basically improved, and the key-process numerically controlled rate of large-scale
electronics and information manufacturing enterprises will exceed 85%, and (ii) by 2030, a
relatively complete data-based institutional system and the industrial database for the electronics
and information manufacturing industry will be established, and a number of landmark intelligent
products will be formed.
On August 22, 2025, the MIIT and the MOF issued the 2025−2026 Stable Growth Action Plan
for the Electronics Manufacturing Industry (Ⴁிุ2025−2026),
aiming at enhancing the resilience and security level of the industrial and supply chains,
maintaining the economic operation of the electronics manufacturing industry within a reasonable
range, and providing strong support for the stable growth of the industrial economy. Measures to
be taken for the implementation of this plan include promoting industrial transformation and
upgrading, facilitating the smooth circulation of domestic and international markets and the
economic cycle, and advancing the integration of technological innovation with industrial
innovation.
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Regulations on Company
The establishment, operation and management of corporate entities in the PRC are governed
by the Company Law of the PRC () (PRC Company Law), which was
promulgated by the Standing Committee of the National People’s Congress (SCNPC) on December
29, 1993 and was last amended on December 29, 2023. According to the PRC Company Law,
companies in the PRC are generally classified into two categories, namely, limited liability
companies and joint stock limited companies.
Regulations on Foreign Investment
On March 15, 2019, the NPC promulgated the Foreign Investment Law of the PRC ( ʕശ
) (FIL) which became effective on January 1, 2020. The FIL, by means of
legislation, establishes the basic framework for the access, promotion, protection and administration
of foreign investment in view of investment protection and fair competition. On December 26,
2019, the State Council of the PRC (State Council) promulgated the Implementation Rules for the
Foreign Investment Law of the PRC (ૢԷ) (Implementation
Rules) which became effective on January 1, 2020 and further clarified that the state encourages and
promotes foreign investment, protects the lawful rights and interests of foreign investors, regulates
foreign investment administration, continues to optimize foreign investment environment, and
advances a higher-level opening.
On October 26, 2022, the Ministry of Commerce of the PRC (MOFCOM) and the NDRC
released the Catalog of Encouraged Industries for Foreign Investment (2022 Version) ( ོᎸ̮ਠ
ҳ༟ପุͦ፽(2022و)) (Encouraged Catalog) which became effective on January 1, 2023. On
September 6, 2024, MOFCOM and the NDRC released the Special Administrative Measures
(Negative List) for Foreign Investment Access (2024 Version) (݄(ࠦࠋ
૶ఊ)(2024و)) (Negative List) which became effective on November 1, 2024. The Encouraged
Catalog and the Negative List lay out the basic framework for foreign investment in China,
classifying businesses into three categories with regard to foreign investment: “encouraged,”
“restricted” and “prohibited”. Foreign investors shall not invest in any field prohibited by the
Negative List and shall meet the investment conditions stipulated for any field restricted by the
Negative List.
According to the Measures for the Reporting of Foreign Investment Information ( ̮ਠҳ༟
) implemented by the MOFCOM and the State Administration for Market
Regulation of the PRC (SAMR) on 1 January 2020, foreign investors or foreign-invested enterprises
shall submit investment information in a timely manner, follow the principles of truthfulness,
accuracy and completeness, and shall not make false or misleading reports or material omissions.
Regulations on Outbound Investment
Pursuant to the Administrative Measures for Outbound Investment (2014) ( ྤ̮ҳ༟၍ଣ፬
ج2014) ) promulgated by the MOFCOM on September 6, 2014 and implemented on October 6,
2014, the MOFCOM and provincial competent commerce departments shall carry out
administration either by record-filing or by verification and approval depending on different
circumstances of outbound investment by enterprises.
Pursuant to the Administrative Measures for Outbound Investment by Enterprises ( Άุྤ
) promulgated by the NDRC and effective from March 1, 2018, a domestic
enterprise (the Investor) in the PRC making an outbound investment shall go through verification
and approval or record-filing or other procedures applicable to outbound investment projects (the
Projects), report relevant information, and cooperate with the supervision and inspection. Sensitive
Projects carried out by the Investor directly or through overseas enterprises controlled by them shall
be subject to the management of verification and approval; non-sensitive Projects directly carried
out by the Investor, namely, non-sensitive projects involving the Investor’s direct contribution of
assets or rights and interests or provision of financing or security, shall be subject to the
management of record-filing.
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Regulations on Product Quality
The Product Quality Law of the PRC () (Product Quality
Law) promulgated by SCNPC which was latest amended on December 29, 2018, applies to all
production and sale activities in the PRC. Pursuant to the Product Quality Law, products offered for
sale must satisfy relevant quality and safety standards. Enterprises may not produce or sell
counterfeit products in any fashion, including forging brand labels or giving false information
regarding a product’s manufacturer. Violations of state or industrial standards for health and safety
and any other related violations may result in civil liabilities and administrative penalties. Severe
violations may subject the responsible individual or enterprise to criminal liabilities. Where a
defective product causes physical injury or damage to property, the victim may claim compensation
from the manufacturer or the seller of the product.
Regulations on Consumers Protection
According to the Consumers Rights and Interests Protection Law of the PRC ( ʕശɛ͏΍
), which was last amended on October 25, 2013, business operators should
guarantee that the products and services they provide satisfy the requirements for personal or
property safety, and provide consumers with authentic information about the quality, function,
usage and term of validity of the products or services. Where business operators have discovered
any defect in the goods or services they provided, which may endanger personal or property safety,
they shall forthwith report to relevant administrative authorities and notify consumers, and adopt
measures such as suspension of selling, alerts, recalls, decontamination, destruction, and suspension
of manufacturing or services. Violations of the Consumers Rights and Interests Protection Law may
result in a warning, the confiscation of illegal income, and the imposition of fines. In addition, the
relevant business operator will be ordered to suspend its operations, have its business license
revoked, and have criminal liability incurred in serious cases.
Regulations on Import and Export of Goods
The Foreign Trade Law of the PRC () promulgated by the
SCNPC and last amended on December 27, 2025, and the Regulations on the Administration of
Import and Export of Goods of the PRC (ආ̈ɹ၍ଣૢԷ) promulgated
by the State Council and last amended on March 10, 2024, both stipulated that the import and export
of goods and technologies to and from the PRC are free, unless otherwise in relevant laws or
administrative regulations, and all entities engaging in the business of importation and exportation
of goods shall comply with applicable laws and regulations. The Customs Law of the PRC ( ʕ
) promulgated and last amended on April 29, 2021, stipulates that, among
other things, the consignee or consignor of import or export goods or a customs agent shall file for
record with relevant customs authority before going through any customs declaration procedures.
Provisions on the Administration of Recordation of Customs Declaration Entities of the PRC ( ʕ
) promulgated by the General Administration of
Customs of the PRC, effective from January 1, 2022, gives further detailed requirement on the
documents needed for the filing and the requirement on reporting certain changes of the filed
information to the relevant customs authority.
Regulations on Production Safety
The Production Safety Law of the PRC () (Production Safety
Law), promulgated by the SCNPC and last amended on June 10, 2021, applies to all entities
engaging in production and business activities in the PRC. Such entities shall, according to the
Production Safety Law, strengthen work safety management, establish and improve the all-staff
work safety responsibility system and internal rules and regulations in relation to work safety,
increase investment in funds, materials, technologies and staff for work safety, improve working
conditions, strengthen the development of a standardized and information technology enabled work
safety system, establish a dual prevention mechanism of graded management and control of safety
REGULATORY OVERVIEW
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risks and the screening and handling of hidden dangers, improve the risk prevention and resolution
mechanism so as to ensure work safety. Violations of the Production Safety Law may result in
administrative penalties such as fine, suspension of operation and revocation of license.
Regulations on Fire Prevention
According to the Fire Prevention Law of the PRC () issued by the
SCNPC and last amended on April 29, 2021, for special construction projects stipulated by the
housing and urban-rural development authority of the State Council, the developer shall submit the
fire safety design documents to the housing and urban-rural development authority for examination,
while for construction projects other than those stipulated as special development projects, the
developer shall, at the time of applying for the construction permit or approval for work
commencement report, provide the fire safety design drawings and technical materials which satisfy
the construction needs.
According to the Interim Provisions on the Administration of Fire Protection Design Review
and Final Inspection of Construction Projects (),
promulgated by the Ministry of Housing and Urban-Rural Development and last amended on August
21, 2023, special construction projects as defined under these provisions shall conduct fire
protection design review and fire protection acceptance inspection, construction projects other than
such special construction projects shall file protection acceptance of the project with competent
authority.
Regulations on Environmental Protection
Environmental Protection
The Environmental Protection Law of the PRC (), which was
promulgated by the SCNPC and last amended on April 24, 2014, outlines the authorities and duties
of various environmental protection regulatory agencies. The Ministry of Ecology and Environment
of the PRC (MEE) is authorized to issue national standards for environmental quality and discharge
of pollutants, and to monitor the environmental protection scheme of the PRC. Meanwhile, local
environment protection authorities may formulate local standards for discharge of pollutants which
are more rigorous than the national standards, in which case, the concerned enterprises must comply
with both the national standards and the local standards.
Environmental Impact Assessment
According to the Environmental Impact Assessment Law of the PRC ( ʕശɛ͏΍ձ਷ᐑྤ
), which was promulgated by the SCNPC on December 29, 2018, the Regulation on
the Administration of Environmental Protection of Construction Projects (ᚐ၍ଣ
ૢԷ), which was promulgated by the State Council and last amended on July 16, 2017, and the
Interim Measures for Environmental Protection Acceptance Inspection Upon Completion of
Construction Projects (), which was promulgated by the
former Ministry of Environmental Protection on November 20, 2017. Prior to the commencement
of a construction project, the construction entity must submit an environmental impact report, an
environmental impact statement for approval, or an environmental impact registration form for
record-filing, as required by the competent environmental protection administrative department
under the State Council. Furthermore, upon completion of a construction project for which an
environmental impact report or statement has been prepared, the construction entity must conduct
an acceptance inspection of the supporting environmental protection facilities in accordance with
the standards and procedures prescribed by the competent environmental protection administrative
department under the State Council, and prepare an acceptance report. Facilities that have not
undergone or failed the acceptance inspection are prohibited from being put into production or use.
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Pollutant Discharge
Pursuant to the Administrative Measures for Pollutant Discharge Licensing ( રϮ஢̙၍ଣ
) promulgated by the MEE and effective on July 1, 2024 and Regulations on the
Administration of Pollutant Discharge Licensing ( રϮ஢̙၍ଣૢԷ) promulgated by the State
Council on January 24, 2021 and effective on March 1, 2021. Enterprises, public institutions and
other producers and business operators that are included in the category-based administration
catalog of pollutant discharge licensing for stationary pollution sources issued by the MEE are
required to apply for and obtain a pollutant discharge permit within the prescribed time limit.
According to the Guidelines for Registration of Stationary Pollution Sources (for Trial
Implementation) (یܸ(༊Б)) promulgated by the General Office of
the MEE on January 6, 2020, where the amount of pollutants produced, discharged and the impact
on the environment is slight, such enterprises do not need to apply for the pollutant discharge
permit, but are required to register for the discharge of pollution of stationary sources.
Urban Drainage
According to the Regulation on Urban Drainage and Sewage Disposal (ᕄર˥ၾϮ˥ஈ
ଣૢԷ), which was promulgated by the State Council and effective from January 1, 2014, and
the Administrative Measures on Licensing of Urban Sewage Discharging into Drainage Network
(), which was promulgated by the Ministry of Housing
and Urban-Rural Development and last amended on December 1, 2022, enterprises, institutions and
individual industrial and commercial households engaging in industry, construction, catering
industry, medical industry and discharging sewage into the urban drainage network must apply for
and obtain a license for urban drainage.
Air Pollution
According to the Atmospheric Pollution Prevention and Control Law of the People’s Republic
of China () last amended and implemented on 26 October
2018. When building projects that have an impact on atmospheric environment, enterprises, public
institutions, and other business entities shall conduct environmental impact assessments and publish
the environmental impact assessment documents according to the law; when discharging pollutants
to the atmosphere, they shall conform to the atmospheric pollutant discharge standards and abide
by the total quantity control requirements for the discharge of key atmospheric pollutants.
Regulations on Real Estate
Pursuant to the Civil Code of the PRC (Պ) (Civil Code), the
establishment, modification, assignment and extinguishment of real estate property rights are
effective upon registration in accordance with the law; unless the law stipulates otherwise, such
establishment, modification, assignment and extinguishment shall be ineffective without
registration. Real estate registration shall be handled by the registration authority at the location of
the property in accordance with the Interim Regulations on Real Estate Registration ( ʔਗପ೮
াᅲБૢԷ) promulgated by the State Council and last amended on March 10, 2024, and the
Implementing Rules of the Interim Regulations on Real Estate Registration ( ʔਗପ೮াᅲБૢ
) promulgated by the Ministry of Land and last amended on May 9, 2024.
Regulations on House Leasing
Pursuant to the Civil Code, subject to the consent of the lessor, the lessee may sublease the
leased premises to a third party. Where a lessee subleases the premises, the lease contract between
the lessee and the lessor remains valid. In addition, according to the Administrative Measures for
Commodity House Leasing (), which was promulgated by the Ministry
of Housing and Urban-Rural Development of the PRC and came into effect on February 1, 2011,
within 30 days after the conclusion of the house leasing contract, the parties involved in the house
leasing shall carry out house leasing registration with the construction (real estate) administrative
department of the people’s government of a municipality directly under the central government of
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the PRC, city or county where the house leased is located. If individuals or entities are in violation
of the above provisions, they may be ordered to make corrections within a specified time limit by
the competent construction (real estate) department of the people’s government of a municipality
directly under the central government, city or county. If any entity fails to do so, a fine of more than
RMB1,000 but less than RMB10,000 will be imposed.
Regulations on Intellectual Property
Patent
According to the Patent Law of the PRC () promulgated by the
SCNPC and last amended on October 17, 2020, and the Implementation Rules of the Patent Law of
the PRC () promulgated by the State Council and last amended
on December 11, 2023, patents in the PRC are categorized into invention patents, utility model
patents and design patents. Commencing from the date of application, the duration of patent rights
for invention patents, utility model patents, and design patents are twenty years, ten years and
fifteen years, respectively. No person may misappropriate the patent without permission or
authorization of the patentee.
Trademark
According to the Trademark Law of the PRC () promulgated by
the SCNPC and last amended on April 23, 2019, and the Implementation Rules of the Trademark
Law of the PRC (ૢԷ) promulgated by the State Council and last
amended on April 29, 2014, trademarks approved by and registered with the Trademark Office are
registered trademarks, including good marks, service marks, collective marks and certification
marks. The valid period of a registered trademark is ten years, commencing from the date of the
registration. For continuous use of the registered trademark, the trademark registrant is required to
apply for renewal within twelve months before the expiry date.
Copyright
According to the Copyright Law of the PRC () promulgated by
the SCNPC on September 7, 1990 and last amended on November 11, 2020, works of PRC citizens,
legal persons or unincorporated organization, which refer to intellectual achievements in the fields
of literature, art, and science that are original and can be expressed in a certain form, whether
published or not, enjoy copyrights.
According to the Measures for the Registration of Computer Software Copyright (ၑዚழ
) promulgated by the National Copyright Administration and the Regulation on
Computers Software Protection (ᚐૢԷ) amended by the State Council on 30
January 2013 and effective on 1 March 2013, 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 regulations of the Measures for the Registration of Computer Software
Copyright () and the Regulation on Computers Software Protection
(ᚐૢԷ).
Domain Names
According to the Measures for the Administration of Internet Domain Names ( ʝᑌၣਹΤ
) promulgated by the MIIT and took effect on November 1, 2017, and the Notice of the
Ministry of Industry and Information Technology on Regulating the Use of Domain Names in
Internet Information Services ()
promulgated by the MIIT and took effect on January 1, 2018, the MIIT supervises and manages the
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domain name services nationwide. The domain name used by an internet information service
provider in providing internet information services must be registered and owned by such provider
in accordance with the laws and regulations.
Trade Secret
According to the Anti-Unfair Competition Law of the PRC (Revised in 2019) ( ʕശɛ͏΍
(2019͍)) (Anti-Unfair Competition Law), promulgated by SCNPC and
recently amended on June 27, 2025, the term “trade secrets” refers to technical information,
business information, and other commercial information that is not known to the public, has
commercial value, and for which the right holder has taken corresponding confidentiality measures.
Under the Anti-Unfair Competition Law, business persons are prohibited from infringing others’
trade secrets by: (1) acquiring the right holder’s trade secrets by theft, bribery, fraud, coercion,
electronic intrusion, or other improper means; (2) disclosing, using, or allowing others to use the
right holder’s trade secrets acquired by the means specified in the preceding item; (3) disclosing,
using, or allowing others to use trade secrets in their possession in violation of confidentiality
obligations or the right holder’s requirements for keeping trade secrets confidential; or (4)
instigating, inducing, or assisting others to violate confidentiality obligations or the right holder’s
requirements for keeping trade secrets confidential, so as to acquire, disclose, use, or allow others
to use the right holder’s trade secrets. Where any party infringes upon trade secrets of the right
holder, regulatory authorities may order the cessation of any illegal activities, confiscate the illegal
gains and impose fine on the infringing party.
Regulations on Labor and Social Welfare
Labor
According to the Labor Law of the PRC (), which was
promulgated by the SCNPC and last amended on December 29, 2018, and the Labor Contract Law
of the PRC () promulgated by the SCNPC and last amended on
December 28, 2012, and the Regulations on the Implementation of the Labor Contract Law ( ʕ
ૢԷ), which was promulgated by the State Council on September
18, 2008, labor relationship between employers and employees must be executed in written form.
Where a labor relationship has already been established but no formal contract has been made, a
written labor contract shall be entered into within one month from the date when the employee
begins to work.
On July 31, 2025, the PRC Supreme People’s Court promulgated the Supreme People’s
Court’s Interpretation (ll) on Several Issues Concerning the Application of Law in Labor Dispute
Cases (༆ᙑ(ɚ)) (New Judicial
Interpretation), which took effect on September 1, 2025. Article 19(1) thereof stipulates that if an
employer and an employee agree or the employee undertakes that social insurance contributions
need not be paid, the People’s Court shall deem such agreement or undertaking invalid.
Furthermore, where an employer fails to pay social insurance contributions in accordance with the
law, and the employee seeks to terminate the labor contract and claims economic compensation
from the employer pursuant to Article 38(3) of the PRC Labor Contract Law, the People’s Court
shall support such claims in accordance with the law.
Social Insurance and Housing Provident Fund
According to the Social Insurance Law of the PRC () which
was promulgated by the SCNPC and amended on December 29, 2018, and the Provisional
Regulations for the Collection and Payment of Social Insurance Premiums (ᎈ൬ᅄᖮᅲБ
ૢԷ), which was promulgated by the State Council and amended on March 24, 2019, and the
Regulations on the Administration of Housing Provident Fund (၍ଣૢԷ), which
was promulgated by the State Council and was last amended on March 24, 2019, employers in
Chinese Mainland shall provide their employees with welfare schemes covering basic pension
insurance, basic medical insurance, unemployment insurance, maternity insurance, occupational
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injury insurance and housing provident fund. Employers who fail to contribute to the above social
insurance and housing provident funds may be subject to a fine and ordered to make full payment
within a prescribed time period. If employers fails to make the payment towards the social insurance
and housing provident funds within a prescribed time limit, an application may be made to a
people’s court for enforcement.
Regulations on Taxation
Enterprise Income Tax
The NPC promulgated the EIT Law, which was last amended on December 29, 2018. The State
Council enacted the Regulations for the Implementation of the Enterprise Income Tax Law of the
PRC (ૢԷ), which was last amended on December 6, 2024.
Under the EIT Law and its implementation regulations, both resident enterprises and non-resident
enterprises are subject to tax in China. Resident enterprises are defined as enterprises that are
established in China in accordance with PRC laws, or that are established in accordance with the
laws of foreign countries but are actually or in effect controlled from within China. Under the EIT
Law and relevant implementing regulations, resident enterprises are subject to a uniform corporate
income tax rate of 25%. According to the EIT Law, the EIT tax rate of a high and new technology
enterprise is 15%.
V alue-added Tax
Pursuant to the Implementing Rules for the Provisional Regulations on Value-added Tax of the
PRC () promulgated by the MOF on December 25,
1993, latest amended on October 28, 2011 and became effective on November 1, 2011, all
enterprises and individuals that engage in the sale of goods, the provision of processing, repair and
replacement services, the sale of services, intangible assets or immovable properties and the
importation of goods within the territory of the PRC must pay value-added tax (V AT).
Pursuant to the Value-Added Tax Law of the PRC ( )
promulgated by the SCNPC on December 25, 2024, enterprises and individuals engaged in sale of
goods, services, intangible assets and immovables and importation of goods within the territory of
the PRC shall pay value-added tax. According to the V AT Law, the V AT rates applicable to ordinary
taxpayers are 13%, 9%, 6% and 0% and the V AT rate to which the simple tax computation method
applies is 3%.
Regulations on Foreign Exchange
According to the Foreign Exchange Administration Rules of the PRC ( ʕശɛ͏΍ձ਷̮ි
၍ଣૢԷ) which were promulgated by the State Council and last amended on August 5, 2008, the
current account incomes of foreign exchanges can be retained or sold to financial authorities which
manage exchange settlement and sale and purchase of foreign exchange. However, approval from
the SAFE or its local branches is required for the relevant capital account transactions of the foreign
invested enterprises, such as the capital increase and decrease. In addition, foreign exchange
transactions involving direct investment, loans and investment in securities outside the PRC are
subject to limitations and require approvals from the SAFE.
According to the Notice of the State Administration of Foreign Exchange on Relevant Issues
of Foreign Exchange Control of Overseas Listing (ྤ̮ɪ̹̮ි၍ଣϞᗫਪ
) issued by the SAFE on December 26, 2014, the SAFE and its branch offices and
foreign exchange administrative offices shall oversee, regulate and inspect domestic companies
regarding their business registration, accounts opening and use, cross-border payments and receipts,
and exchange of funds involved in overseas listing. Domestic companies shall, within 15 working
days upon the end of their public offering overseas, handle overseas listing registration with the
foreign exchange authority at their place of registration with relevant materials.
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According to the Circular of SAFE on Optimizing Foreign Exchange Administration to
Support the Development of Foreign-related Business (ऒ
) promulgated and effective on April 10, 2020. Under the prerequisite of
ensuring true and compliant use of funds and compliance and complying with the prevailing
administrative provisions on use of income from capital projects, enterprises which satisfy the
criteria are allowed to use income under the capital account, such as capital funds, foreign debt and
overseas listing, etc., for domestic payment, without the need to provide proof materials for veracity
to the bank beforehand for each transaction.
Regulations on Overseas Listing
According to the Securities Law of PRC (), which was last
amended by the SCNPC on December 28, 2019, a domestic enterprise issuing securities overseas
directly or indirectly or listing their securities overseas shall comply with the relevant provisions
of the State Council. For subscription and trading of shares of domestic companies using foreign
currencies, detailed measures shall be stipulated by the State Council separately. The CSRC is the
securities regulatory body set up by the State Council to supervise and administer the securities
market according to law, maintain order in the market, and ensure the market operates in a lawful
manner.
On February 17, 2023, the CSRC issued the Trial Administrative Measures for Overseas
Securities Offering and Listing by Domestic Companies ( ྤʫΆุྤ̮೯БᗇՎձɪ̹၍ଣ༊Б
), and five supporting guidelines, which became effective on March 31, 2023. Pursuant to the
Overseas Listing Trial Measures, companies in Chinese Mainland that directly or indirectly offer or
list their securities in an overseas market, including a company in Chinese Mainland limited by
shares and an offshore company whose main business operations are in Chinese Mainland and
intends to offer shares or be listed in an overseas market based on its equities, assets or similar
interests in Chinese Mainland are required to file with the CSRC within three business days after
submitting their listing application documents to the regulator in the place of intended listing.
On February 24, 2023, the CSRC, together with other relevant government authorities,
released the Provisions on Strengthening the Confidentiality and Archives Administration Related
to the Overseas Securities Offering and Listing by Domestic Companies (̋੶ྤʫΆุྤ̮
) (Confidentiality and Archives Provisions),
which took effect on March 31, 2023. Pursuant to the Confidentiality and Archives Provisions,
where a domestic enterprise provides or publicly discloses to the relevant securities companies,
securities service institutions, overseas regulatory authorities and other entities and individuals, or
provides or publicly discloses through its overseas listing subjects, documents and materials
involving state secrets and working secrets of state organs, it shall report the same to the competent
department with the examination and approval authority for approval in accordance with the law,
and submit the same to the 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.
INDIAN REGULATORY FRAMEWORK
Regulations Pertaining to Foreign Investment
Exchange Control Regulations
Foreign direct investment in India by non-resident entities is governed by the (i) Consolidated
Foreign Direct Investment Policy (FDI Policy), issued by the Department for Promotion of Industry
and Internal Trade, Ministry of Commerce and Industry, Government of India (DPIIT), from time
to time, (ii) Foreign Exchange Management Act, 1999, and (iii) regulations/notifications/directions
including Master Directions/press notes issued by the Central Government and the Reserve Bank of
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India (RBI). The aforesaid regulatory framework, inter alia, demarcates sectors into those requiring,
and those no requiring, prior approvals for foreign direct investment. The business of the Company
in India falls within the automatic sector generally.
Foreign Exchange Management (Non-Debt Instruments) Rules, 2019
Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (NDI Rules), as notified
under the Foreign Exchange Management Act, 1999 (42 of 1999), regulate foreign investments
involving non-debt instruments, which includes investment, ownership and transfer of equity
investments, by a person resident outside Indian into Indian entities. The Foreign Exchange
Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019,
regulates the mode of payment and reporting requirements for investments in India by a person
resident outside India.
Press Note 3 of 2020 Series
Press Notes are periodic releases by DPIIT which provide changes with respect to the FDI
Policy. The Government of India changed the FDI Policy by Press Note 3 of 2020 (PN 3) dated April
17, 2020. The contents of the PN 3 now form part of the extant FDI Policy and have also been
incorporated in the NDI Rules. By virtue of the aforesaid amendment effected by PN 3, (i) all
investments by entities incorporated in a “ country which shares land border with India or where the
beneficial owner of an investment into India is situated in or is a citizen of any such country ”
(Restricted Investor) will require prior approval of the Government of India; and (ii) in the event
of any transfer of ownership of any existing or future foreign direct investment (FDI) in an entity
in India, directly or indirectly, resulting in the beneficial ownership falling within the
restriction/purview of (i) above, such change in beneficial ownership will also require prior
government approval. The countries which share a land border with India are Afghanistan,
Bangladesh, Bhutan, China, Myanmar, Nepal and Pakistan ( LBC). Investors from Hong Kong have
also in the past, sought government approval as an LBC. PN 3 does not provide any minimum
thresholds beyond which investment/beneficial ownership by such entities/individuals will require
prior government approval.
Press Note 2 of 2026 Series
The government of India on 15 March 2026 via Press Note No. 2 (2026 Series) ( PN2) has
amended the FDI Policy and provided that the expression ‘beneficial owner’ of an investment into
India shall mean the ‘beneficial owner’ of the investor entity that does not share land border with
India with reference to the Prevention of Money Laundering Act, 2002 and determined as per
criteria stipulated under the Prevention of Money Laundering (Maintenance of Records) Rules,
2005 ( PML Rules ).
PN2 provides criteria for determining beneficial ownership to be construed as vested in an
LBC and arises where citizens or entities of an LBC have the ability to, directly or indirectly,
individually or cumulatively, independently or collectively, hold rights or entitlements: in excess of
the applicable thresholds prescribed under Rule 9(3) of the PML Rules (“ Controlling ownership
interest” means ownership of or entitlement to more than 10% of shares or capital or profits of the
company ) over the investor entity which is incorporated or registered in a country other than a
country sharing land border with India; which enable such citizen(s) and/or entity(ies) to exercise
control over the investor entity referred above; or which enable such citizen(s) and/or entity(ies) to
exercise ultimate effective control over the investee entity in any manner.
Any transfer of ownership of any existing or future FDI in an entity in India can be made
under automatic route (not requiring prior government approval) if it does not result in beneficial
ownership falling outside the thresholds mentioned under PML Rules that is presently 10% and
non-controlling.
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PN2 further provides that investments into India from an investor entity having any direct or
indirect ownership by a citizen or entity of an LBC, and not requiring prior Government approval,
shall be subject to a reporting requirement in the format prescribed under a Standard Operating
Procedure ( SOP) dated May 4, 2026 issued by the Department for Promotion of Industry and
Internal Trade ( DPIIT ). This reporting obligation is in addition to compliance with applicable
sectoral caps, entry routes, and attendant conditions.
Regulations Pertaining to Sale of Goods
The Sale of Goods Act, 1930
The Sale of Goods Act, 1930 (SAG Act) provides the law to regulate the sale of all kind of
movable property excluding money and actionable claims (goods), within India. The SAG Act, inter
alia, regulates transfer of ownership of the goods, money consideration, mode of delivery, rights and
duties of the buyers and sellers as well as remedies for breach of contract, conditions and warranties
implied under a contract for sale of goods, etc. Further, the contracts for sale of goods are subject
to the general principles of the law relating to contracts, that is, the Indian Contract Act, 1872.
Indian Contract Act, 1872
The Indian Contract Act, 1872 (ICA) governs the conditions for validity of contracts formed
through electronic means; communication and acceptance of proposals; competency of people to
contract, additionally, revocation, and contract formation between consumers, sellers, and
intermediaries. The terms of service, privacy policy, and return policies of any online platform are
legally binding agreements and often governed by provisions of the ICA.
The Consumer Protection Act, 2019
The Consumer Protection Act, 2019 (CPA) is a consumer centric law protecting rights and
interest of consumers. A consumer is any person who buys goods or avails services for consideration
(paid or promised) for personal use, not for resale or commercial purposes. CPA provides for
mechanism to consumers to seek compensation for any harm/grievance caused due to defective
product manufactured/sold or services provided to a consumer, including setting up simplified
resolution mechanisms to enforce such consumer rights. CPA has extended the definition of a
‘consumer’ to include purchase of goods or services through an offline and online transaction and
provides a mechanism for a consumer to file a complaint against a service provider in cases, inter
alia, of unfair trade practices, restrictive trade practices, deficiency in services, and price charged
being unlawful. CPA provides for a three-tier consumer grievance redressal mechanism at the
national, state and district levels. Non-compliance of the orders of these authorities attracts criminal
penalties. CPA has also brought e-commerce entities and their customers under its purview
including providers of technologies or processes for enabling product sellers to engage in
advertising or selling goods or services to a consumer, online market-places and online auction
sites.
The Ministry of Consumer Affairs, Food and Public Distribution issued the Consumer
Protection (E-Commerce) Rules, 2020 (E-Commerce Rules) under the CPA on July 23, 2020 which
govern the online sale of goods, services, and digital products, by entities (a) which own, operate
or manage digital or electronic facility or platform for electronic commerce (E-Commerce Entities),
(b) which undertake e-commerce under various models including marketplace or inventory model,
or (c) which are e-commerce sellers. The E-Commerce Rules lay down the duties and liabilities of
E-Commerce Entities and e-commerce sellers.
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Regulations Pertaining to Manufacturing of Electronics and Appliances (Applicable to SMIPL
and STIPL):
Bureau of Indian Standards Act, 2016 (BIS Act)
The BIS Act provides for the establishment of the Bureau of Indian Standards (BIS) for the
development of activities of standardization, conformity assessment and quality assurance of goods,
articles, processes, systems and services. The BIS Act provides for the functions of the bureau such
as (a) adopting as Indian standard, any standard established for any goods, article, process, system
or service by any other institution in India or elsewhere; (b) specifying a standard mark to be called
the BIS Certification Mark which shall be of such design and contain such particulars as may be
prescribed to represent a particular Indian standard; and (c) making such inspection and taking such
samples of any material or substance as may be necessary to see whether any goods, article, process,
system or service in relation to which the standard mark has been used conforms to the relevant
standard or whether the standard mark has been properly used in relation to any goods, article,
process, system or service with or without a license. The BIS Act sets out, liability for use of
standard mark on products that do not conform to the relevant Indian Standard. The contravention
of BIS Act attracts penalties, that include fines and/or imprisonment, depending on the offence
committed.
Electronics and Information Technology Goods (Requirements for Compulsory Registration)
Order, 2012 read with Electronics and Information Technology Goods (Requirements for
Compulsory Registration) Order, 2021 (CR Order)
The CR Order, notified by the Ministry of Electronics & Information Technology, applies to
certain categories of electronic items including inter alia, mobile phones, adapters for household
and similar electrical appliance and power adapters for IT equipment, audio, video and similar
electronic apparatus. As per the CR Order, no person shall manufacture or store for sale, import, sell
or distribute goods which do not conform to the Indian standard specified in the order.
Manufacturers of these products are required to apply for registration from BIS after getting their
product tested from BIS recognized labs. Further, specified goods or articles are required to
conform to the corresponding Indian Standard specified in the CR Order and shall bear the
‘Standard Mark’ under a license from the BIS. The only exception is for those goods that are meant
for export and conform to the specification required by the foreign buyer, and to goods or articles
for which the Central Government has issued specific exemption. BIS registration number is
granted initially for two years renewed for subsequent periods of two years each.
Central Electricity Authority (Measures Relating to Safety and Electric Supply) Regulations,
2023 (SES Regulations)
The SES Regulations are applicable to electrical installation including electrical plant and
electric line, and the person engaged in the generation or transmission or distribution or trading or
supply or use of electricity. It lays down regulations for safety requirements for electric supply lines
and apparatus (including all machines, fittings, accessories and appliances in which conductors are
used). It requires all material and apparatus used in the construction, installation, protection,
operation and maintenance of electric supply lines and apparatus to conform to the relevant
standards including National Electrical Code and National Building Code or international standards
where Indian standards are not available. These include requiring all electric supply lines and
apparatus to: (a) have sufficient rating for power, insulation, and estimated fault current and be of
sufficient mechanical strength for the duty cycle which they may be required to perform under the
environmental conditions of installation; and (b) be constructed, installed, protected, worked and
maintained in such a manner as to ensure safety of human beings, animal and property.
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The Electrical Wires, Cables, Appliances and Protection Devices and Accessories (Quality
Control) Order, 2003 (QC Order)
The QC Order issued by the Central Government sets out directions and specified standards
for the manufacture, storage for sale, sale and distribution of electrical wires, cables, appliances,
protection devices and accessories. It prohibits those products which do not conform to standards
specified and those which do not bear the standard mark issued by the BIS. Further, it directs that
the manufacturing of such electrical equipment can be commenced only after obtaining a license
from the BIS for the use of standard mark.
National Policy on Electronics, 2019 (NPE, 2019)
The NPE 2019 replaces the National Policy of Electronics, 2012 and will lead to the
formulation of several schemes, initiatives, projects, in consultation with the concerned
Ministries/Departments, for the development of Electronics System Design and Manufacturing
sector in the country. The NPE 2019 policy framework provides for multiple incentive schemes
which have direct impact on capital expenditure, export orientation, supply chain localisation,
employment generation, and overall competitiveness of electronics manufacturers in India. The key
incentive schemes under NPE, 2019 that are relevant for Salcomp Manufacturing India Private
Limited (“ SMIPL ”) as an electronics manufacturer are: Production Linked Incentive (PLI) Scheme
for Large Scale Electronics Manufacturing, which provides incentive on incremental sales of
manufactured goods in India for specified electronic components, including Assembly, Testing,
Marking and Packaging (ATMP) units; Scheme for Promotion of Manufacturing of Electronic
Components and Semiconductors (SPECS), which provides financial incentives on capital
expenditure for manufacturing of electronic components and related products; Modified Special
Incentive Package Scheme (M-SIPS) notified on July 27, 2012 as part of the National Policy on
Electronics, 2012, which provides for financial incentives to offset disability and attract
investments in the electronics manufacturing sector. The scheme provides subsidy for capital
expenditure for investments in Special Economic Zones (SEZs) and in non-SEZs for 44
certain/verticals of electronic products and components covering electronics manufacturing value
chain; Modified Electronics Manufacturing Clusters (EMC 2.0) Scheme, which provides financial
assistance for setting up electronics manufacturing clusters and related infrastructure; and The NPE,
2019 provides for other fiscal and non-fiscal measures aimed at promoting exports, enhancing
manufacturing competitiveness and increasing value addition in India.
The Legal Metrology Act, 2009 (Legal Metrology Act)
The Legal Metrology Act, along with the relevant rules, establishes and enforces standards of
weights and measures, regulates trade and commerce in weights, measures and other goods which
are sold or distributed by weight, measure or numbers. The Legal Metrology Act mandates that
every manufacturer shall maintain all such records and registers as may be prescribed. No person
shall manufacture, repair or sell, or offer, expose or possess for repair or sale, any weight or
measure unless he holds a license issued by the Controller. The Legal Metrology Act prohibits a
person to manufacture, pack, sell, import, distribute, deliver, offer, expose or possess for sale any
pre-packaged commodity unless such package is in such standard quantities or number and bears
thereon such declarations and particulars in such manner as may be prescribed, contravention of
which will attract fine and/or imprisonment, and requires that the units of weights and measures
must be in accordance with the metric system based on the international system of units. The Legal
Metrology (Packaged Commodities) Rules, 2011, which are ancillary to the Legal Metrology Act,
provide detailed specifications of standard weights and measures and the standard equipment and
prohibit any person from pre-packing or causing to pre-pack any commodity for sale, distribution
or delivery unless the package in which the commodity is pre-packed bears thereon, or, a label is
securely affixed thereto with, declarations under these rules. The contravention of these rules
attracts monetary penalties.
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Regulations Pertaining to Data Protection
The Digital Personal Data Protection Act, 2023 (Data Protection Act) and the Digital Personal
Data Protection (DPDP) Rules, 2025
The Data Protection Act received the assent of the President of India on August 11, 2023. The
Data Protection Act aims to provide for the processing of digital personal data in a manner that
recognises both the right of individuals to protect their personal data and the need to process such
personal data for lawful purposes. Personal data may be processed only for a lawful purpose after
obtaining the consent of the data principal to whom the personal data relates, or for certain
legitimate uses. A notice must be given before seeking consent. It further imposes certain
obligations on data fiduciaries including (i) ensuring the accuracy, consistency and completeness of
personal data processed, (ii) building reasonable security safeguards to prevent a data breach, (iii)
informing the Data Protection Board of India (DPB) and affected persons in the event of a breach,
and (iv) erasing personal data upon the data principal withdrawing consent or as soon as the purpose
has been met and retention is not necessary for legal purposes (storage limitation). The Digital
Personal Data Protection (DPDP) Rules, 2025, operationalised the data protection framework under
the Data Protection Act.
The Information Technology Act, 2000 (IT Act) and the Information Technology (Reasonable
Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (IT
Security Rules)
The IT Act aims to provide legal recognition to transactions carried out by various means of
electronic data interchange and other means of electronic communication and facilitate electronic
filing of documents and creates a mechanism for the authentication of electronic documentation
through digital signatures. The IT Act provides for extraterritorial jurisdiction over any offence or
contravention under the IT Act committed outside India by any person, irrespective of their
nationality, if the act or conduct constituting the offence or contravention involves a computer,
computer system or computer network located in India. The IT Act recognizes contracts concluded
through electronic means, protects intermediaries in respect of third-party information liability and
creates liability for failure to protect such sensitive personal data. The IT Act prescribes civil and
criminal liability including fines and imprisonment for computer related offences including those
relating to unauthorized access to computer systems, tampering with or unauthorised manipulation
of any computer, computer system or computer network and damaging computer systems, and
creates liability for negligence in dealing with or handling any sensitive personal data or
information in a computer resource and in maintaining reasonable security practices and procedures
in relation thereto, among others.
The Department of Information Technology, (DoIT) Ministry of Electronics and Information
Technology, Government of India, in April 2011, notified the Information Technology (Reasonable
Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (IT
Security Rules). The IT Security Rules enlists directions for the disclosure, collection and transfer
of sensitive personal data by a body corporate or any person acting on behalf of a body corporate.
The IT Security Rules require every such body corporate or person who on behalf of the body
corporate receives, stores or handles information to provide a privacy policy for handling and
dealing with personal information, including sensitive personal data, publishing such policy on its
website. The IT Security Rules further require that all such personal data be used solely for the
purposes for which it was collected, and any third-party disclosure of such data is made with the
prior consent of the information provider, unless contractually agreed upon between them or where
such disclosure is mandated by law. The IT Security Rules define sensitive personal data or
information to include passwords, financial information such as bank account, credit card and
payment instrument details, medical records and any detail relating to the aforementioned
categories as provided to a body corporate for providing services and/or stored or processed by the
body corporate under lawful contract or otherwise, however, any information that is freely available
or accessible in public domain or furnished under law is not regarded as sensitive personal data or
information under these rules. In the alternative, the IT Security Rules are deemed to be complied
with if the requirements of the international standard “IS/ISO/IEC 27001” on “Information
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Technology — Security Techniques — Information Security Management System — Requirements”
are complied with including any codes of best practices for data protection of sensitive personal
data or information approved by the Government of India and formulated by any industry
association of whose membership such body corporates holds.
Directions issued by the Indian Computer Emergency Response Team, Ministry of Electronics
and Information Technology (CERT-In) on April 28, 2022 (CERT-In Directions)
The CERT-In Directions were notified under Section 70B(6) of the IT Act to enhance
information security practices, procedures, prevention, response and reporting of cyber incidents for
safe and trusted internet requiring specified cyber incidents to be reported to CERT-In within 6
hours of noticing such incidents or of being notified of such incidents. All service providers,
intermediaries, data centres, body corporate and Government organisations are required to
mandatorily enable logs of all their information and communication technology systems and
maintain them securely for a rolling period of 180 days and the same shall be maintained within the
Indian jurisdiction. The data centres, virtual private server, cloud service providers are required to
register the information as mentioned in the CERT-In Directions. The information required under
the CERT-In Directions must be maintained for a period of five years after the cancellation or
withdrawal of the registration.
Regulations Pertaining to Employment and Labor
Shops and establishments legislations
Under the provisions of local shops and establishments legislations applicable in the states in
India where establishments are set up and business operations exist, require such establishments to
be registered. Such legislations regulate the working and employment conditions of the workers
employed in shops and establishments, including commercial establishments, and provide for
fixation of working hours, rest intervals, overtime, holidays, leave, termination of service,
maintenance of records, maintenance of shops and establishments and other rights and obligations
of the employers and employees. These shops and establishments’ laws, and the relevant rules
framed thereunder, in each state, also prescribe penalties in the form of monetary fine or
imprisonment for violation of provisions, as well as procedures for appeal in relation to such
contravention of the provisions.
Employees’ State Insurance Act, 1948 (ESI Act)
The ESI Act is a social security legislation to protect employees against financial distress
caused by illness, injury, maternity, disability or death resulting from employment in the organized
sector. It is applicable to all factories, other than seasonal factories, and establishments employing
10 (ten) or more persons (in some states like Maharashtra, the threshold is 20). All employees,
including casual, temporary or contract employees drawing monthly wages less than INR. 21,000
(Rs 25000 for persons with disabilities) are covered under ESI Act. Both employer and employee
must deposit as monthly contributions at a predetermined rate of 4% of wages (Employer: 3.25%
of wages and Employee: 0.75% of wages) to Employees’ State Insurance Corporation. The return
of the contribution made is required to be filed with the Employee State Insurance department. The
ESI Act provides medical relief, cash benefits, maternity benefits, pension to dependents of
deceased workers and compensation for fatal or other injuries and diseases.
Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (EPF Act)
The EPF Act aims to ensure financial security for employees after retirement or during
emergency by requiring both the employer and employee to contribute a portion of the employee’s
salary to a provident fund. It applies to all factories and establishments employing 20 (twenty) or
more persons. An employee whose basic salary is less than INR 15,000 per month, or who has an
existing provident fund membership based on previous employment arrangement is eligible for
benefits under the EPF Act. Both employer and employee must deposit monthly contributions at a
predetermined rate of wages/salary (12% of wages by each) to Employees’ Provident Funds
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Corporation. The EPF Act provides pension and provident fund along with interest at retirement and
a lump-sum insurance amount on death of employee. Premature withdrawals in certain exigencies
like ill-health, repayment of loans, etc. are also allowed.
Payment of Gratuity Act, 1972 (Gratuity Act)
The Gratuity Act provides for the payment of gratuity to employees engaged in factories,
shops or other establishments employing 10 (ten) or more persons. Gratuity is a defined benefit plan
under which employees who have completed 5 (five) or more years of continuous service are
entitled to receive gratuity. Gratuity is payable when an employee leaves the services of the
employer due to superannuation, retirement, resignation, death or disablement due to accidents or
diseases. The gratuity is calculated at the rate of last drawn salary multiplied by 15 (fifteen) days’
salary (based on last drawn salary including dearness allowance) for each completed year of service
divided by number of working days in a month, restricted to the maximum of INR. 2 million of
tax-free gratuity. However, if an employee has the right to receive higher gratuity under a contract
or under an award, then the employee is entitled to get higher gratuity which shall be taxable.
Factories Act, 1948 (Factories Act)
The term ‘factory’, as defined under the Factories Act, includes any premises which employs
or has employed on any day in the previous 12 months, 10 or more workers and in which any
manufacturing process is carried on with the aid of power or is ordinarily so carried on, or any
premises wherein 20 or more workmen are working or were working at any day during the
preceding 12 months and in which any manufacturing process is carried on without the aid of power
or is ordinarily so carried on. State Governments have issued rules in respect of the prior submission
of plans and their approval for the establishment of factories and registration and licensing of
factories. The Factories Act mandates the ‘occupier’ of a factory to ensure the health, safety and
welfare of all workers in the factory premises.
If there is a contravention of any of the provisions of the Factories Act or the rules framed
thereunder, the occupier and manager of the factory may be punished with imprisonment or with a
fine or with both.
Contract Labor (Regulation and Abolition) Act, 1970 (Contract Labor Act)
The Contract Labor Act regulates working conditions of contract labor. It applies to every
establishment or contractor wherein 20 (twenty) or more workmen are employed on any day in the
preceding 12 months. The Contract Labor Act requires the principal employer (service recipient) to
obtain a registration and the contractor (service/manpower provider) to obtain a license prior to
availing/providing service of contract Labors. Under the Contract Labor Act, a principal employer
is defined to include (in the case of establishments other than factories, mines, or Government
offices/departments) as any person responsible for the supervision and control of establishment. The
Contract Labor Act requires the contractor and failing him the principal employer to pay salary and
other social security benefits to the contract Labors. The Central Government or the relevant State
Government is empowered to frame rules for carrying out the various provisions of the Contract
Labor Act.
Other Labour Related Legislations
Other labour related legislations Depending upon the nature of the activity undertaken by us,
the applicable labour enactments other than state-wise shops and establishments acts includes the
Maternity Benefit Act, 1961, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, the
Payment of Gratuity Act, 1972, the Payment of Wages Act, 1936, the Right of Persons with
Disabilities Act, 2016, the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Inter-State Migrant Workmen (Regulation of Employment and Conditions
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of Service) Act, 1979, the Equal Remuneration Act, 1976, the Industrial Employment (Standing
Orders) Act, 1946, the Employment Exchange (Compulsory Notification of Vacancies) Act, 1959,
the Apprentices Act, 1961, the Tamil Nadu Panchayats Act, 1996, the Trade Unions Act, 1926; and
the Industrial Disputes Act, 1947.
In order to rationalize and reform labour laws in India, the Government of India has framed
four labour codes, namely: The Occupational Safety, Health and Working Conditions Code, 2020
received the assent of the President of India on September 28, 2020, and proposes to subsume
certain existing legislations, including the Factories Act, 1948, the Contract Labour (Regulation and
Abolition) Act, 1970, and the Inter-State Migrant Workmen (Regulation of Employment and
Conditions of Service) Act, 1979. This code proposes to provide for, among other things, standards
for health, safety and working conditions for employees of establishments. The Industrial Relations
Code, 2020 received the assent of the President of India on September 28, 2020, and proposes to
subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions
Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946. The Code on Wages, 2019
received the assent of the President of India on August 8, 2019. Through its notification dated
December 18, 2020, the Government of India brought into force certain sections of the Code on
Wages, 2019 pertaining to the central advisory board. It proposes to subsume four separate
legislations, namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment
of Bonus Act, 1965 and the Equal Remuneration Act, 1976. The Code on Social Security, 2020
received the assent of the President of India on September 28, 2020. Through its notification dated
April 30, 2021, the Government of India brought into force Section 142 of the Code on Social
Security, 2020 which lays down that a person must have a valid Aadhaar in order to avail benefits
or services under the code. The Code on Social Security, 2020 proposes to subsume several separate
legislations including the Employee’s Compensation Act, 1923, the Employees’ State Insurance Act,
1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Employment
Exchanges (Compulsory Notification of Vacancies) Act, 1959, the Maternity Benefit Act, 1961, and
the Payment of Gratuity Act, 1972.
On November 21, 2025, vide notifications issued by the Ministry of Labour and Employment,
all the four Labour Codes have come into force in entirety, and the 29 central laws that were
subsumed by the Codes stand repealed. The Labour Codes require issuance of the rules under each
of the Labour Codes by the Central and by the State Governments for their effective
implementation. As of the Latest Practicable Date, the Central Government has notified (on May 8,
2026 ) the final rules in relation to the four Labour Codes viz. Code on Wages (Central) Rules, 2026,
Social Security (Central) Rules, 2026, Occupational Safety, Health and Working Conditions
(Central) Rules, 2026 and Industrial Relations (Central) Rules, 2026. However, because labour is
a concurrent subject, individual States must draft and notify their own state-specific rules to enforce
the codes for state-jurisdiction establishments. The State governments are required to finalize these
State rules through official Gazette notifications before employers within the state are legally bound
to follow them. Not all State Governments have issued the final Rules under each of the Labour
Codes.
Regulations Pertaining to Intellectual Property
The Trade Marks Act, 1999 (Trademarks Act)
The Trademarks Act governs the statutory protection of trademarks and prohibits any use of
deceptively similar trademarks, among others. The purpose of the Trademarks Act is to grant
exclusive rights to marks such as a brand, label, and heading, and to obtain relief in case of
infringement of registered trademarks. Indian law permits the registration of trademarks for both
goods and services. An application for trademark registration may be made before the Trademark
Registry by any person claiming to be the proprietor of a trademark, whether individual or joint
applicants, and can be made on the basis of either actual use or intention to use a trademark in the
future. Once granted, trademark registration is valid for 10 years unless cancelled, subsequent to
which it can be renewed. If not renewed, the mark is removed from the register of trademarks, and
the registration is required to be restored. Simultaneous protection of trademarks in India and other
countries has been made available to owners of Indian and foreign trademarks.
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The Patents Act 1970 (Patents Act)
The Patents Act governs the patent regime in India. A patent under the Patents Act is an
intellectual property right relating to inventions and grant of exclusive right, for limited period,
provided by the Government to the patentee, in exchange of full disclosure of his invention, for
excluding others from making, using, selling and importing the patented product or process or
produce that product. Being a signatory to the Agreement on Trade Related Aspects of Intellectual
Property Rights, India is required to recognize product patents as well as process patents. In
addition to the broad requirement that an invention must satisfy the requirements of novelty, utility
and non-obviousness in order for it to avail patent protection, and patent protection may not be
granted to certain specified types of inventions and materials even if they satisfy the above criteria.
The Copyright Act, 1957 and the Copyright Rules, 2013 (Copyright Rules)
The Copyright Laws governs copyright protection in India. Even while copyright registration
is not a prerequisite for acquiring or enforcing a copyright in an otherwise copyrightable work,
registration under the Copyright Laws acts as prima facie evidence of the particulars entered therein
and helps expedite infringement proceedings and reduce delay caused due to evidentiary
considerations. The Copyright Laws prescribe a fine, imprisonment or both for violations, with
enhanced penalties on second or subsequent convictions.
Regulations Pertaining to Direct Taxes
Income-tax Act, 1961 (Income-tax Act) and the Income Tax Rules, 1962, as Amended by the
Finance Act in Respective Y ears (set to be Repealed by the Income Tax Act, 2025, with Effect from
April 1, 2026)
Under the Income-tax Act, a person resident in India is liable to tax on his global income. A
non-resident is liable to tax on income which is received or is deemed to be received in India or
which accrues or arises or is deemed to accrue or arise to him in India. There are two tax regimes
in India, the regular taxation regime and the concessional tax regime (called the new tax regime
now). Under the regular taxation regime, the standard corporate income tax rate is 30% for domestic
companies and 35% for foreign companies and branches of foreign companies. Taking into account
the maximum applicable surcharge and cess, the highest effective rate is 34.944% for domestic
companies and 38.22% for foreign companies.
A 25% rate (plus surcharge, if applicable, and cess) applies for a tax year to domestic
companies with total turnover or gross receipts not exceeding INR 4 billion during the specified
period (generally the tax year two years prior to the relevant tax year).
Domestic companies that forgo claiming certain specified tax deductions and incentives may
elect a concessional taxation regime with a reduced corporate income tax rate of 22% (plus
applicable surcharge and cess), subject to certain conditions.
Certain resident manufacturing companies (incorporated on or after 1 March 2016) may elect
a 25% rate (plus applicable surcharge and cess) where the company does not claim certain specified
tax deductions and incentives. Domestic manufacturing companies incorporated on or after 1
October 2019 that commence manufacturing activities on or before 31 March 2024 may elect a
reduced 15% corporate income tax rate (plus applicable surcharge and cess) on income derived from
or incidental to manufacturing or production activities, provided certain conditions are fulfilled.
Other income is subject to corporate income tax at 22% or 25% (plus applicable surcharge and cess)
depending on the relevant tax regime.
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A 7% surcharge applies to domestic companies subject to the regular taxation regime with
income exceeding INR 10 million and a 12% surcharge applies where income exceeds INR 100
million. For foreign companies, the corresponding rates are 2% and 5%, respectively. A 10%
surcharge applies to domestic companies that elect a concessional taxation regime irrespective of
the amount of income. An additional combined 4% cess is payable in all cases, comprising a health
cess and an education cess.
Minimum alternate tax (MAT) is imposed at a rate of 15% (plus surcharge, if applicable, and
cess) on the adjusted book profits of companies whose tax liability is less than 15% of their book
profits. Credit is available for MAT paid against tax payable on normal income, which may be
carried forward for up to 15 years to offset corporate income tax payable. MAT does not apply to
certain income of foreign companies, including capital gains on transactions involving securities,
interest, royalties, and fees for technical services.
In computation of the income of a non-resident, the provisions of the Double Taxation
Avoidance Agreement (DTAA) between India and the country of residence of the non-resident are
required also examined, since the Income-tax Act provides that its provisions shall be applicable
only insofar as they are more beneficial to the taxpayer. The only exception where beneficial
provisions of DTAA are not available to a non-resident is in case of applicability of General Anti
Avoidance Rules. Besides the taxpayer is required to comply with the Indian transfer pricing
provisions for specified related party transactions. India has been an active member of the Base
Erosion and Profit Shifting (BEPS) initiative of the Organization for Economic Cooperation and
Development (OECD) and is part of the consensus. Thus, the Income-tax Act and India’s bilateral
DTAA’s gets amended from time to time to align the modifications in line with BEPS Action Plans
which applies to members of a Multinational Enterprise (MNE) group.
State-wise legislations in Relation to Professional Tax
Professional tax is a State levy on professions, trades, calling or employment in a State. Not
all the State Governments levy professional tax currently. In States where such a levy exists, every
enterprise with employees earning salaries is ordinarily required to register itself and withhold
professional tax from the salary paid to its employees at specified rates and deposit the same with
the Government treasury. The employer is also liable to pay the professional tax on such salaries
or wages, irrespective of whether it has deducted or not an equivalent amount from the salaries paid.
Indian Stamp Act, 1899 and V arious State Specific Legislations Made Thereunder
Under the Indian Stamp Act, 1899 (Stamp Act) stamp duty is payable on instruments
evidencing a transfer or creation or extinguishment of any right, title, or interest in immovable
property. Stamp duty must be paid on all instruments specified under the Stamp Act at the rates
specified in the schedules to the Stamp Act. Instruments chargeable to duty under the Stamp Act,
which are not duly stamped, are incapable of being admitted in court as evidence of the transaction
contained therein and it also provides for impounding of instruments that are not sufficiently
stamped or not stamped at all.
Regulations Pertaining to Indirect Taxes and Special Economic Zone
Goods and Services Tax
Goods and Services Tax (GST) is comprehensive indirect tax levied jointly by the Central and
State Governments on supply of goods or services or both. GST Laws include: (a) Central Goods
and Services Tax Act, 2017 (b) State Goods and Services Tax Act, 2017 as notified by respective
States, (c) Union Territory Goods and Services Tax Act, 2017, (d) Integrated Goods and Services
Tax Act, 2017, (e) Goods and Services Tax (Compensation to States) Act, 2017 and various rules,
notifications, circulars and amendments made in relation thereto.
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Customs and Import-export
Duties of Customs, including Basic Customs Duty, Safeguard Duty, Anti-Dumping Duty, as
per tariffs applicable in relation to specific goods are levied by the Central Government on import
of goods into India in terms of the following laws: (a) Customs Tariff Act, 1975, (b) Customs Act,
1962 and various rules, notifications, circulars and amendments made in relation thereto. Also
applicable are procedures in relation to import and export of goods, including (a) licensing
requirement; (b) product specific prohibitions, restrictions and special procedures; and (c) export
benefits are governed under Foreign Trade Development and Regulation Act, 1992 (FTA) and the
foreign trade policy — the latest being the (Indian) Foreign Trade Policy, 2023 as amended.
The FTA read with the Foreign Trade Policy, 2023, prohibits anybody from undertaking any
import or export except under an importer-exporter code (IEC) number granted by the Director
General of Foreign Trade. Unless exempted, IEC is required by every entity in India engaged in any
activity involving import/export. An allotted IEC number is valid for the applicant’s all its branches,
divisions, units and factories. Failure to obtain the IEC number shall attract penalty under the FTA.
Indian Stamp Act, 1899 and V arious State Specific Legislations Made Thereunder
Under the Indian Stamp Act, 1899 (Stamp Act) stamp duty is payable on instruments
evidencing a transfer or creation or extinguishment of any right, title, or interest in immovable
property. Stamp duty must be paid on all instruments specified under the Stamp Act at the rates
specified in the schedules to the Stamp Act. Instruments chargeable to duty under the Stamp Act,
which are not duly stamped, are incapable of being admitted in court as evidence of the transaction
contained therein. Stamp Act provides for impounding of instruments that are not sufficiently
stamped or not stamped at all.
Special Economic Zones
Special Economic Zones Act, 2005 and Special Economic Zones Rules, 2006 along with
notifications, circulars and instructions govern the framework for licensing and operations of
special economic zone units (SEZ units). SEZ units are manufacturing or service units set up in
notified special economic zones allowing duty free import of raw materials, capital goods for the
purpose of export of goods and services. SEZ units are exempt from excise duty, service tax and
CST on inter-SEZ trade. 100% FDI is permitted under automatic route. There is exemption from
certain labour laws to enhance operational efficiency. All approvals required for setting up and
operating SEZ are streamlined. Units operating in SEZ must export 100% (mostly) of their
production or services. All the SEZ Units are to be net foreign exchange positive.
(i) Incentives applicable to SEZ Units (SMIPL and STIPL has units in SEZ)
The main incentives available inter-alia to SEZ units are: Duty-free import or domestic
procurement of goods for authorised operations; Single-window clearance mechanism for central
and state approvals; Zero-rated treatment of supplies to SEZ units under the Integrated Goods and
Services Tax Act, 2017; 100% Income Tax exemption on export income for SEZ units under Section
10AA of the Income-tax Act, 1961 remains available to eligible SEZ units that commenced
operations on or before 01 April 2021, subject to satisfaction of statutory conditions (100%
deduction for first five years, 50% for next five years, and 50% of reinvested export profits for the
subsequent five years). State-level incentives, wherever applicable.
(ii) Incentives applicable to SEZ Developers
The main incentives historically available to SEZ developers are: Exemption from customs
duties for authorized development operations; Exemption under Section 80-IAB of the Income-tax
Act, 1961 for eligible developers notified prior to the prescribed sunset date (01 April 2017), for
any 10 consecutive years out of 15 years.
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Manufacturing Units under SEZ
Salcomp Manufacturing India Private Limited, a subsidiary of the Company, has 1
manufacturing unit and Salcomp Technologies India Private Limited, a subsidiary of the Company,
has 2 manufacturing units, set up in a notified special economic zone under the Special Economic
Zones Act, 2005 and Special Economic Zones Rules, 2006.
Regulations Pertaining to Environmental Laws
Environment Protection Act, 1986 (EP Act) and the Environment Protection Rules, 1986 (EP
Rules) read with the Environmental Impact Assessment Notification, 2006 (EIA Notification)
The EP Act has been enacted with the objective of protection and improvement of the
environment and for matters connected therewith. As per the EP Act, the Central Government has
been given the power to take all such measures for the purpose of protecting and improving the
quality of the environment and to prevent, control and abate environmental pollution. The Central
Government has been given the power to give directions in writing to any person or officer or any
authority for any of the purposes of the EP Act, including the power to direct the closure,
prohibition or regulation of any industry, operation, or process. The EP Rules prescribes the
standards for emission or discharge of environmental pollutants from industries, operations, or
processes, prohibitions and restrictions on the location of industries as well as prohibitions and
restrictions on the handling of hazardous substances in different areas for the purpose of protecting
and improving the quality of the environment and preventing and abating environmental pollution.
Under the EIA Notification and its subsequent amendments, projects are required to mandatorily
obtain environmental clearance from the concerned authorities depending on the spatial extent of
potential impacts and potential impact on human health and natural and man-made resources.
Water (Prevention and Control of Pollution) Act, 1974 (Water Act)
The Water Act provides for the prevention and control of water pollution and the maintaining
or restoring of wholesomeness of water, and the establishment of the Central Pollution Control
Board, as well as state pollution control boards (State PCB), to implement its provisions, including
to lay down standards of treatment of sewage and trade effluents. The Water Act prohibits the use
of any stream or well for the disposal of polluting matter, in violation of the standards set down by
the State PCB. The Water Act also provides that the consent of the State PCB must be obtained prior
to establishing any industry, operation or process, or opening of any new outlets, which are likely
to discharge sewage effluent. The Water Act prescribes specific amounts of fine and terms of
imprisonment for various contraventions.
Air (Prevention and Control of Pollution) Act, 1981 (Air Act)
The Air Act provides for the prevention, control and abatement of air pollution. Under the Air
Act, the State Government may, after consultation with the relevant state pollution control board
declare, by notification in the Official Gazette, any area or areas within the state as air pollution
control area or areas for the purposes of the Air Act. Pursuant to the provisions of the Air Act, any
person establishing or operating any industrial plant within an air pollution control area, must
obtain the consent of the relevant state pollution control board prior to establishing or operating
such industrial plant. Further, no person operating any industrial plant in any air pollution control
area shall discharge or permit or cause to be discharged the emission of any air pollutant in excess
of the standards laid down by the state pollution control board. The Air Act prescribes specific
amounts of fine and terms of imprisonment for various contraventions.
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016
(Hazardous Waste Rules)
The Hazardous Waste Rules regulate the management, treatment, storage and disposal of
hazardous waste. Under the Hazardous Waste Rules, “hazardous waste”, among others, means any
waste which by reason of characteristics such as physical, chemical, biological, reactive, toxic,
flammable, explosive or corrosive, causes danger or is likely to cause danger to health or
environment, whether alone or in contact with other wastes or substances. Every occupier of a
facility generating hazardous waste must obtain authorization from the relevant state pollution
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control board. Further, the occupier, importer or exporter, or operator of a disposal facility is liable
for damages caused to the environment or third party resulting from the improper handling and
management and disposal of hazardous waste and shall be liable to pay any financial penalty that
may be levied by the respective state pollution control board for violation of the Hazardous Waste
Rules.
In addition to the above-mentioned environmental laws, following is an indicative list of the
environmental laws which may be applicable to our Company due to the nature of the business
activities are, Plastic Waste Management Rules, 2016 and E-Waste (Management) Rules, 2022 as
amended,
FINNISH REGULATORY FRAMEWORK
Introduction
According to the Articles of Association of Salcomp Plc, the company, either directly or
through subsidiaries or other associated companies, engages in product development,
manufacturing and marketing of electronic devices and related activities. The company is also
active in the development and manufacture of chargers for mobile phones and electronic appliances,
wholesale and retail of automotive parts, wholesale and retail of electronic components, general
trading of own products, general goods trade intermediation, import and export, as well as business
management consultancy and market research services. The company can own and administer
domestic and foreign real estate and securities and other financial instruments and do related
trading.
The most relevant laws and regulations applicable for the operation of Salcomp Plc include
the Finnish Limited Liability Companies Act and Finnish labour laws. In addition, Salcomp Plc’s
field of business is subject to the Finnish Electrical Safety Act (1135/2016), which is further
described below. Salcomp Plc has confirmed that they do not have any manufacturing in Finland or
use substances that are harmful to the environment or health in its operations, and that no
environmental or other permits are required for the conduct of its business. Therefore, no
environment-specific legislations are applicable for the operation of Salcomp Plc.
Finnish Limited Liability Companies Act (624/2006, as amended)
The Finnish Limited Liability Companies Act is generally applicable to all limited liability
companies incorporated in Finland, both private and public. The Finnish Limited Liability
Companies Act regulates, among others, the shares and the corporate governance of Salcomp Plc.
Limited Liability
According to the Finnish Limited Liability Companies Act, a limited liability company is a
legal person distinct from its shareholders, and shareholders have no personal liability for the debts
or obligations of the company. This also applies to situations in which the shareholder is another
limited liability company. Not even a general meeting of shareholders can pass a resolution causing
the shareholders to become liable for the debts or obligations of the company. It shall, however, be
noted that there are other fields of law that include specific provisions permitting derogations from
the standard grounds of liability. For example, under the Finnish Act on Tax Assessment Procedure
(1558/1995, as amended), the Finnish Bankruptcy Act (120/2004, as amended) and the Finnish
Enforcement Code (705/2007, as amended), a limited liability company may, inter alia, be
considered an artificially arranged legal form of entity which does not correspond to the actual
nature or purpose of the matter. This being the case, the entity of a limited liability company may
be disregarded and liability for tax or debt channelled to the shareholders.
Further, the Finnish Supreme Court has noted that the corporate veil can be pierced in
exceptional situations. Piercing the veil may be appropriate in case the limited liability company
form is misused to the detriment of creditors and other third parties and the company does not
operate independently but is controlled and used by its shareholder to conduct the business of its
owner. Regardless of aforementioned, the Supreme Court has emphasised the central and main rule.
The main feature of a limited liability company is that shareholders are liable for the obligations
of the company only by the capital they have invested in the company.
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Duties of Board of Directors
Our Board sees to the administration of the company and the appropriate organisation of its
operations. Our Board shall be responsible for the appropriate arrangement of the control of the
company accounts and finances. Further, the Board has power of decision in all matters that are
extensive in view of the scope and nature of the activities of the company and may also decide
commercial and administrative matters of lesser significance as needed. Business decisions should
be taken with due care and only after proper consideration on an informed basis, free from any
self-interest or self-dealing, in good faith that the decision promotes the best interest of the
company. The Board is not to confer undue benefit to a shareholder or another person at the expense
of the company or another shareholder.
The liability rules for Board business decisions is based on the Anglo-Saxon business
judgement rule. As long as the Board has sought sufficient and relevant information, based its
decision on such information in a sensible manner free of personal gain and conflicts the Board
members are not liable for business decisions that in hindsight turn out to be unsuccessful.
Should the company become unable to meet its present or future payment obligations and no
good faith negotiations with the (major) creditors being ongoing, the company should file for
bankruptcy or restructuring in order to avoid personal liability of the Board members.
The Shareholders’ Register
Our Board of each limited liability company is responsible for maintaining an up-to-date
register of the issued and outstanding shares and their shareholders (the shareholders’ register). The
shareholders’ register shall include (i) name and address of each shareholder, (ii) number of shares
or share certificates (per share class) held by each shareholder, and the date of issue of the
respective shares. Furthermore, if no share certificates have been issued for shares, the
shareholders’ register shall include information on any pledge of the shares or other similar
encumbrances. The shareholders’ register shall be duly kept in a reliable manner and shall promptly
be updated upon any changes.
Share Certificates
Our Board may issue share certificates for the company’s shares, if the company’s shares are
not included in the book-entry system. A share certificate can only be given to a shareholder duly
registered in the shareholders’ register. The share certificate shall include (i) the company’s name
and business identification code, (ii) the share numbers or the total number of shares and the serial
number of the share certificate, (iii) the share class, in case the company may at the time of issue
of the share certificate have several share classes, and (iv) a mention of the liability to make specific
payments to the company, on the conversion, redemption or consent clauses, and on acquisition and
redemption term, if provisions on any of the same have been included in the company’s Articles of
Association.
Each shareholder has a right to require to be issued share certificates for such shareholder’s
respective shares when the shares have been duly registered with the Finnish Trade Register. All
shares must be registered with the Finnish Trade Register without undue delay after the subscription
price have been duly paid and all other subscription terms have been fulfilled.
Labour laws
The material labour laws applicable for Salcomp Plc are, among others, the Finnish
Employment Contracts Act (55/2001), the Finnish Working Hours Act (872/2019), and the Finnish
Co-operation Act (1333/2021).
Employers are required to comply with Finnish labour legislation, including applicable
collective bargaining agreements where relevant. Employer who does not comply with the labour
legislation shall be generally at least liable for the loss caused to the employee. The Finnish
Occupational Safety and Health Authority supervises compliance with employment legislation and
may impose administrative sanctions for violations. Furthermore, penalties may be imposed for
breaching certain employer’s obligations under the Finnish Criminal Code (39/1889).
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Finnish Employment Contracts Act (55/2001, as amended)
The Finnish Employment Contracts Act applies to employment contracts. Its provisions,
which are generally of mandatory nature, provide minimum protection for employees. Any
employment agreements reducing the rights of and benefits of employees under the Act shall be null
and void unless otherwise provided in the Act.
Termination of Employment Contract
Employment contracts can only be terminated due to proper and weighty grounds related to
the employee as an individual (for example serious breach or neglect of obligations) or to the
substantial and permanent diminishment of work due to financial and production related reasons.
However, if the grounds relate to the employee as an individual, the employee shall be primarily
given a warning and a chance to amend their conduct prior to a termination notice.
Unless otherwise agreed (or regulated in the applicable collective agreement), the notice
period to be observed by the employer ranges between 14 days to six months depending on the
duration of the employment. Unless otherwise agreed, the notice period observed by the employee
is 14 days if the employment has continued for no more than five years and one month if continued
for over five years.
The compensation for unlawful terminations of employments generally varies between the
salary payable for 3 to 24 months. The average compensation level in Finland is approximately the
salary payable for 8 to 12 months. In addition, the salary for the applicable notice period as well
as any accrued but untaken holidays shall be paid to the employee.
Non-Competition and Non-Solicitation
Non-competition agreements may only be made for a particularly weighty reason related to
the operations of the employer in the employment relationship. When assessing the grounds for a
non-competition agreement, consideration shall also be given to the nature of the employer’s
operations and any need for protection related to keeping a trade secret or to special training given
to the employee by the employer, and the employee’s status and duties and other similar
circumstances.
As a general rule, the non-competition period may be agreed for a maximum of one year from
the end of the employment relationship. If the non-competition period is agreed to be a maximum
of six months, the employer must pay the employee compensation for the restriction period
corresponding to 40 per cent of the employee’s salary. If a restriction period of more than six
months has been agreed, the employer must pay compensation corresponding to 60 per cent of the
employee’s salary.
Non-solicitation obligations are not regulated in the Finnish Employment Contracts Act. In
practice, non-solicitation clauses are typically agreed within a similar framework to non-
competition clauses. In certain circumstances, non-solicitation obligations may be equated with
non-competition obligations, including with respect to the employer’s compensation obligation.
Confidentiality Obligation
The Finnish Employment Contracts Act contains a clause prohibiting the employee from
unlawfully utilising the employer’s trade secrets or divulging such information to a third party. If
the employee has obtained such information unlawfully, the prohibition will also continue after
termination of the employment relationship. The protection of confidential information may be
more extensively covered with a more comprehensive confidentiality clause.
Intellectual Property
Even though under the Finnish law, copyright to a computer programme belongs to the
employer and the rights to a patentable invention can be transferred to the employer by law, the
ownership of intellectual property rights could be more comprehensively secured when it is agreed
on in the employment agreement.
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Finnish Working Hours Act (872/2019, as Amended)
The regular working hours are 8 hours a day or 40 hours a week. However, the working time
may be organised in such a way that it averages 40 hours over a period of no more than 52 weeks
without exceeding the regular daily working time of eight hours. Collective bargaining agreements
may contain derogating provisions. Any working time exceeding the aforementioned regular
working times is considered usually overtime, which must be paid separately by increased salary
or corresponding free time.
Finnish Co-operation Act (1333/2021, as Amended)
The Act shall apply if the company normally employs at least 50 persons. It promotes a
workplace culture of co-operation between employer and personnel, with each party respecting the
rights and obligations and taking into account the interests of the other. Its purpose is also to ensure
continuous development of the undertaking’s operations and the workplace community, and to
improve efficiency and well-being at work. Furthermore, it aims to ensure the sufficient and timely
flow of information between employer and personnel and to safeguard the personnel’s possibility
to influence decisions made by the undertaking relating to their work, working conditions or
position in the undertaking. The purpose is also to enhance co-operation between the employer,
personnel and employment authorities to improve the position of the employees as well as support
their employment in the event of changes in the operations of the undertaking. It also sets out the
procedure which must be complied when the employer is considering the dismissal, lay-off,
reduction to part-time employment or unilateral modification of an essential term in the
employment contract of one or more employees for financial or production-related grounds.
Finnish Electrical Safety Act (1135/2016, as Amended)
Salcomp Plc operates in the business of developing and manufacturing power supplies for
mobile and other electronic devices, and this field of business is subject to the Finnish Electrical
Safety Act. The Electrical Safety Act implements the Directive 2014/30/EU of the European
Parliament and of the Council on the harmonisation of the laws of the Member States relating to
electromagnetic compatibility (recast) (the EMC Directive), and the Directive 2014/35/EU of the
European Parliament and of the Council on the harmonisation of the laws of the Member States
relating to the making available on the market of electrical equipment designed for use within
certain voltage limits (the Low V oltage Directive). The objective of the Act is to ensure the safe use
of electrical equipment and electrical installation to prevent the harmful effects of electromagnetic
disturbance arising from the use of electricity and to safeguard the rights of those that have suffered
harm through the electrical current or magnetic field of the electrical equipment. The Act contains
provisions, for example, on the requirements laid down for electrical equipment, supervision of
conformity and the liability for damage of the possessor. The Act applies, for example, to electrical
equipment used for the transmission of electricity.
General Requirements for Electrical Equipment
The Finnish Electrical Safety Act includes several specific provisions, which come down to
the following general requirements: electrical equipment shall be designed, constructed,
manufactured and repaired, maintained and used for their intended use so that (i) they do not cause
any danger to anybody’s life, health or property, (ii) they do not cause unreasonable electrical or
electromagnetic disturbance, and (iii) they are not easily disrupted by electrical or electromagnetic
disturbance. If an electrical equipment does not fulfil the above-mentioned requirements, it may not
be placed on the market. Before placing the electrical equipment on the market, the manufacturer
must ensure and be able to demonstrate that the electrical equipment has been designed and
manufactured in accordance with the essential safety requirements referred to in the Act. The
manufacturer shall subject the electrical equipment to a suitable conformity assessment procedure
and draw up the technical documentation to demonstrate that the electrical equipment conforms
with the requirements. The manufacturer shall draw up an EU declaration of conformity and affix
the CE marking to the electrical equipment after the electrical equipment has been demonstrated to
fulfil all applicable requirements. By drawing up the EU declaration of conformity, the
manufacturer assumes responsibility for ensuring that the electrical equipment is in accordance with
all essential requirements applying to the equipment.
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Supervision and Liability
The Finnish Safety and Chemicals Agency (Tukes) acts as the Electrical Safety Authority
supervising the compliance with the Finnish Electrical Safety Act. The Electrical Safety Authority
has the right to perform inspections for supervising the compliance with the Act. If the electrical
equipment or electrical installation does not comply with the provisions laid down in the Act or it
is not maintained or used in accordance with the Act, the Electrical Safety Authority may order the
possessor of the electrical equipment or electrical installation to correct the inadequacies and
negligence within a specified time or prohibit the use of the electrical equipment or electrical
installation. The possessor of the electrical equipment causing damage shall, irrespective of
possible negligence, be liable for compensation of the damages.
Finnish Product Liability Act (694/1990, as Amended)
The Finnish Product Liability Act applies to the compensation for injury or damage caused by
a product to a person or property meant for private use or consumption and primarily used for such
purposes by the injured party. In the context of the Act, a product refers to all movables, except for
buildings on land owned by others. The provisions also apply to electricity. The Act does not apply
to damage caused by a product to the product itself or damage caused by a component to a product,
if the component was attached to the product before the product was issued.
Liability for Damage
Pursuant to the Finnish Product Liability Act, compensation shall be paid for an injury or
damage sustained or incurred because the product has not been as safe as could have been expected.
If an injury or damage is attributable to a defect in a component, the injury or damage shall be
considered to have been caused by both the component and the product. The injured party shall
prove the injury or damage, the defect in the product as well as the causal relationship between the
defect and the injury or damage. The amount of damages is defined by the Finnish Tort Liability
Act (412/1974, as amended).
The parties liable for damages under the Act include (i) the manufacturer or producer of the
product which has caused the injury or damage, (ii) the party which has imported the product into
the European Economic Area with the intention of putting it into circulation there, (iii) the party
which has imported the product from a member state of the European Free Trade Association (EFTA
country) into the European Community, from the European Community into an EFTA country or
from an EFTA country into another EFTA country with the intention of putting it in circulation, and
(iv) the party which has marketed the product which has caused the injury or damage as such party’s
own if the product is labelled with such party’s name, trade mark or other distinguishing feature.
Other Applicable Legislations
The Finnish Contracts Act (228/1929, as amended); the Finnish Collective Agreements Act
(436/1946, as amended); the Finnish Act on Commercial Property Leases (482/1995, as amended);
the Finnish Trade Secrets Act (595/2018, as amended); the Finnish Accounting Act (1336/1997, as
amended) and the Finnish Accounting Decree (1339/1997, as amended); the Finnish Auditing Act
(1141/2015, as amended) and the Finnish Auditing Decree (1377/2015, as amended).
REGULATORY OVERVIEW
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OVERVIEW
Our history can be traced back to the incorporation of Lingsheng Electronic, a wholly-owned
subsidiary of the Company, in the PRC. Ms. Zeng, our Controlling Shareholder, became a
controlling shareholder of Lingsheng Electronic in 2011, and subsequently founded Lingyi
Technology Group with the establishment of Lingyi Technology in 2012. Through a series of equity
transfers, Lingyi Technology became the holding company of Lingyi Technology Group, including
Lingsheng Electronic.
Since February 2018, our A Shares have been listed on the Shenzhen Stock Exchange (stock
code: 002600.SZ) through the Reverse Acquisition of JPMF. See “— Corporate Development and
Major Changes in Share Capital and Shareholdings — (ii) Reverse Acquisition and listing of our
Company” for more details. As of the Latest Practicable Date, Ms. Zeng directly and indirectly
through Lingsheng Investment controlled 58.13% of the total issued share capital of our Company.
See “Directors and Senior Management” and “Relationship with our Controlling Shareholders” for
the background of Ms. Zeng and Lingsheng Investment, respectively.
Through years of development, the Group has become a world-leading high-precision
intelligent manufacturing platform for electronic devices, delivering one-stop production services
and solutions to customers worldwide. Guided by the principles of lean management, digitalization,
automation and sustainability, we have built a full-spectrum product portfolio covering high-
precision components, modules and system assembly. Our platform powers a broad range of end
markets including electronic devices (covering smart electronics, robotics and enterprise servers),
automotive and advanced air mobility. We have been named among the Fortune China 500 for eight
consecutive years from 2018 to 2025 and have received multiple supply chain excellence awards
from global technology leaders. According to Frost & Sullivan, in terms of revenue in 2025, we
ranked first globally in the high-precision functional component market for smart electronics, and
third globally among high-precision intelligent manufacturing platforms for smart electronics.
KEY CORPORATE AND BUSINESS DEVELOPMENT MILESTONES
The following table sets forth certain key corporate and business development milestones of
our Group.
Y ear Event
2006 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Lingsheng Electronic was incorporated and started die-cutting
business
2012 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Our mobile phone die-cutting business ranked No. 1 in the
world in the industry by revenue, according to Frost & Sullivan
2018 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Listed on the Shenzhen Stock Exchange through the Reverse
Acquisition and acquired the structural components and
materials business of JPMF
Established plants in Vietnam
2019 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Acquired Salcomp, started the charger module business, and
introduced original design manufacturer (ODM) and specialty
assembly capabilities
Acquired LOM India, acquired certain assets of Nokia India
Pvt Ltd, and leased land to increase our presence in Indian
market
Strengthened our global business presence in Brazil, Finland,
South Korea and other locations
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Y ear Event
2020 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Completed the private placing of our A Shares, raising
approximately RMB3.0 billion, and continued to focus on our
core business strategy
2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Acquired Zhejiang Jintai to enter the new energy vehicle
(NEV) industry
2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Signed a memorandum with Hanson Robotics Limited to
collaborate on the design optimization, upgrades and mass-
production testing of humanoid robots
Signed a nomination agreement with the subsidiary of a
German automaker for power batteries to supply battery covers,
die-cutting components and related injection molding and
stamping parts
2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Issued convertible bonds, raising a total of RMB2.1 billion
Expanded into new business areas including robotics, servers
and low-altitude economy
2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Established the global headquarter in Shenzhen
Awarded two gold medals and one bronze medal at the 2025
World Humanoid Robot Games
Acquired Zhejiang Xianglong, a tier-1 supplier of automotive
driveline and transmission systems, serving a broad customer
base across both new energy vehicle and traditional internal
combustion engine manufacturers, as well as globally leading
off-road vehicle brands
Acquired Jiangsu Kooda, a tier-1 supplier of automotive
interior and exterior systems, with customers including several
well-known vehicle manufacturers
Supplied thermal management and heat dissipation module
products in bulk to AMD
2026 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Acquired Readore, a core supplier to leading North American
computing power customers, enabling rapid entry into the
server liquid cooling and power supply segments
CORPORATE DEVELOPMENT AND MAJOR CHANGES IN SHARE CAPITAL AND
SHAREHOLDINGS
(i) Establishment of Lingyi Technology Group
The history of the Group can be traced back to the incorporation of Lingsheng Electronic by
Lin Ju (ീ), an Independent Third Party, in 2006. Ms. Zeng became an indirect holder of 95% of
Lingsheng Electronic’s issued share capital in 2011 through capital injection (the other shareholder,
holding 5% of Lingsheng Electronic’s issued share capital, was Lin Ju (ീ), an Independent Third
Party), and subsequently established Lingyi Technology Group in 2012 with the incorporation of
Lingyi Technology. Through a number of acquisitions undertaken up to 2017, Lingyi Technology
became the holding company of the companies in Lingyi Technology Group, including Lingsheng
Electronic.
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(ii) Reverse Acquisition and listing of our Company
In January 2018, JPMF 1, a company listed on the Shenzhen Stock Exchange with the stock
code of 002600 engaging in the business of production of magnetic materials, flat panel display
devices and precision structural components, purchased all of the shares of Lingyi Technology held
by Lingsheng Investment, Anhui Wuwangbuli Commercial Center (Limited Partnership) (ֻ
ʔлਠ൱ʕː(Υྫ)) (formerly known as Shenzhen Lingshang Investment Partnership
(Limited Partnership) (ҳ༟ΥྫΆุ(Υྫ)) (“Wuwangbuli LP”), and Anhui
Xiqian Huitong Sales Partnership (Limited Partnership) ( τᏏః̑ිஷቖਯΥྫΆุ(Υྫ))
(formerly known as Shenzhen Lingjie Investment Partnership (Limited Partnership) ( ଉέ̹ჯ௫ҳ
༟ΥྫΆุ(Υྫ))) (“Xiqian Huitong LP”) by issuing the shares of JPMF as consideration.
The transaction amounted to RMB20.73 billion, with a total of 4,429,487,177 shares issued as
consideration. The transaction constituted a major asset restructuring and reverse acquisition of
JPMF under the A-share listing rules. On January 16, 2018, JPMF received approval from the CSRC
to issue 4,139,524,021 shares to Lingsheng Investment, 196,103,812 shares to Wuwangbuli LP, and
93,859,344 shares to Xiqian Huitong LP for purchasing 100% equity interest of Lingyi Technology.
On January 19, 2018, Lingyi Technology completed the industrial and commercial change
registration for the acquisition.
The Company’s shareholding structure before and after the completion of the Reverse
Acquisition is set out below:
Before the Reverse Acquisition After the Reverse Acquisition
Shareholder name
Number of
shares held
Shareholding
percentage
Number of
new shares
issued
Number of
shares held
Shareholding
percentage
Wang Nandong (؇ی)H1100/H1100/H1100/H1100434,734,400 18.46% – 434,734,400 6.41%
Cao Yun ( ૎ථ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100228,571,428 9.71% – 228,571,428 3.37%
Chen Guoshi ( ௓਷๸)/H1100/H1100/H1100/H1100/H1100/H110098,465,024 4.18% – 98,465,024 1.45%
Ganzhou Kezhiwei Investment
Co., Ltd. (ҳ༟
ʮ̡)(i) (“Ganzhou
Kezhiwei”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,970,626 3.65% – 85,970,626 1.27%
Shenzhen Jumei Equity
Investment Partnership
(Limited Partnership) ( ଉέ̹
ᛆҳ༟ΥྫΆุ(ࠢ
Υྫ))
(ii) (“Shenzhen Jumei
Equity”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,714,284 3.64% – 85,714,284 1.26%
Other shareholders of JPMF
before the Reverse
Acquisition /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,420,968,012 60.36% – 1,420,968,012 20.95%
Lingsheng Investment
(iii)(v) /H1100/H1100/H1100 – – 4,139,524,021 4,139,524,021 61.02%
Wuwangbuli LP (iv)(v) /H1100/H1100/H1100/H1100/H1100/H1100– – 196,103,812 196,103,812 2.89%
Xiqian Huitong LP (iv)(v) /H1100/H1100/H1100/H1100/H1100– – 93,859,344 93,859,344 1.38%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,354,423,774 100.00% 4,429,487,177 6,783,910,951 100.00%
1 Jiangmen Powder Metallurgy Factory (ᅀ), the predecessor of JPMF, was established in 1975 and was
restructured into Jiangmen Powder Metallurgy Factory Co., Ltd. (ʮ̡) (“Jiangmen Powder
Co”) in 1994. Jiangmen Powder Co converted into JPMF Guangdong Co., Ltd. on September 4, 2008. In June 2011,
with the approval of CSRC, JPMF issued 79.50 million ordinary shares denominated in RMB to the public. After the
initial public offering, its total share capital was changed to 317.80 million shares, and its shares were listed on the
Shenzhen Stock Exchange.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Notes:
(i) Ganzhou Kezhiwei (currently known as Shenzhen Kezhiwei Investment Co., Ltd. (ʮ
̡)) was an entity controlled by Mr. Chen Guoshi ( ௓਷๸), a former director of JPMF. In 2015, Ganzhou
Kezhiwei participated in the non-public placing of A shares by JPMF. Such shares were subject to a 36-month
lock-up period, which expired on September 21, 2018. The relevant shares were disposed of in 2019, and
Ganzhou Kezhiwei has not held any shares in the Company thereafter.
(ii) Shenzhen Jumei Equity was controlled by an immediate family member of Mr. Cao Yun ( ૎ථ), a former
director of JPMF. In 2016, Shenzhen Jumei Equity participated in the non-public placing of A shares by JPMF.
Such shares were subject to a 36-month lock-up period, which expired on May 16, 2019. The relevant shares
were disposed of in the same year, and Shenzhen Jumei Equity has not held any shares in the Company
thereafter. Shenzhen Jumei Equity was deregistered on April 20, 2023.
(iii) Lingsheng Investment is a company wholly owned by Ms. Zeng.
(iv) At the time of the Reverse Acquisition, Ms. Zeng was a limited partner of Wuwangbuli LP and Xiqian Huitong
LP, with an interest of 72.46% and 2.59%, respectively, and the general partners of Wuwangbuli LP and Xiqian
Huitong LP were Huang Jibo (تand Hui Ling (ޛeach being an Independent Third Party,
respectively. Subsequently, Wuwangbuli LP and Xiqian Huitong LP transferred their entire interests in the
Company to their respective partners and were deregistered on July 27, 2022.
(v) In accordance with the PRC Regulations on the Administration of Acquisitions of Listed Companies ( ɪ̹
), and in connection with the Reverse Acquisition, Lingsheng Investment, Wuwangbuli
LP and Xiqian Huitong LP have been deemed to be parties acting in concert, although no concert party
agreement has been signed between any of them.
We considered that the Reverse Acquisition enhanced the Lingyi Technology’s the ability to
increase the scale of its consumer electronics precision functional components business through
external financing and acquisitions with the support of an A-share listing status and, through the
synergistic integration of the businesses of Lingyi Technology and JPMF after the Reverse
Acquisition, increase product lines and optimize the product range, and increase the
competitiveness of the Group.
On February 13, 2018, JPMF’s newly issued shares started trading on the Shenzhen Stock
Exchange. On March 6, 2018, JPMF Guangdong Co., Ltd. changed its name to LINGYI iTECH
(GUANGDONG) COMPANY (ʮ̡).
(iii) Private Placement of Shares
In order to fund our precision metal processing projects, electromagnetic functional material
projects and to supplement the Group’s working capital, our Company placed 322,234,156 A Shares
to 12 placees, and such A Shares were listed on the Shenzhen Stock Exchange on July 6, 2020. The
placees included funds and other financial investment companies and are all Independent Third
Parties. The net proceeds raised from the non-public placing of A Shares were approximately
RMB3.0 billion. As of the Latest Practicable Date, all of the net proceeds had been utilized.
(iv) Share Incentive Plans
In recognition of the contributions of our employees and to incentivize them to further support
our development, thereby maximizing the interests of the Company, its Shareholders, and
employees, we have adopted the 2018 stock option and restricted share incentive plan, the 2020
stock option and restricted share incentive plan, the 2022 Employee Stock Ownership Plan, the
2024 Employee Stock Ownership Plan, the 2024 Share Option Scheme, and the 2025 Employee
Stock Ownership Plan to attract and retain talent and promote our Group’s long-term development.
Our Company issued a total of 78,748,000 share options and 124,646,394 restricted shares
under the 2018 stock option and restricted share incentive plan. In 2021, our Company issued a total
of 35,076,600 share options and 14,255,339 restricted shares under the 2020 stock option and
restricted share incentive plan. Due to changes in market conditions, the Company repurchased and
cancelled a total of 30,497,156 restricted shares under the 2018 stock option and restricted share
incentive plan and 2020 stock option and restricted share incentive plan in 2023, and subsequently
terminated such plans. As a result, the Company’s share capital decreased from RMB7,038,674,975
to RMB7,008,177,819.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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For details of our existing A Share Incentive Plans, namely the 2022 Employee Stock
Ownership Plan, the 2024 Employee Stock Ownership Plan, the 2024 Share Option Scheme, and the
2025 Employee Stock Ownership Plan, see “Statutory and General Information — 4. Share
Incentive Plans” set out in Appendix IV to this Prospectus.
(v) Issuance of Convertible Bonds and Redemption
To satisfy funding needs of our Company for acquisition and business operations, in
November 2024, we conducted public issuance of convertible bonds with a par value of
RMB2,137,418,100 (the “Convertible Bonds”), which were listed on the Shenzhen Stock Exchange
on December 6, 2024 (bond code: 127107). The conversion period is from the first trading day after
six months from the date of completion of the issuance of the Convertible Bonds to the maturity
date of the Convertible Bonds, i.e., from May 22, 2025 to November 17, 2030. During the
conversion period, the Company has the right to redeem part or all of the Convertible Bonds at its
principal amount together with accrued and unpaid interest if, among others, during the conversion
period, (i) the closing prices of the A Shares on at least fifteen trading days among thirty
consecutive trading days are no less than 130% of the conversion price, or (ii) the amount of the
Convertible Bonds which had not been converted into A Shares is less than RMB30 million. The
net proceeds raised from the issue of the Convertible Bonds were approximately
RMB2,116,023,100. As of the Latest Practicable Date, approximately 71.32% of the net proceeds
had been utilized.
As of October 14, 2025, the Convertible Bonds with a par value of RMB2,132,907,500 had
been converted into 233,610,732 A Shares and the outstanding Convertible Bonds with a par value
of RMB4,510,600 were redeemed by the Company at a total price of RMB4,512,772.12. Our issued
share capital increased to 7,305,042,812 Shares following the conversion and redemption of the
Convertible Bonds. The Convertible Bonds were delisted on Shenzhen Stock Exchange on October
23, 2025.
OUR SHAREHOLDING STRUCTURE
As of the Latest Practicable Date, the shareholding structure of our Company is set out as
follows:
Shareholder name
Number of
A Shares held
Approximate
shareholding
percentage
Lingsheng Investment (i)(ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,139,524,021 56.64%
Ms. Zeng (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100108,536,846 1.49%
Other A Shareholders (iii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,060,137,813 41.87%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,308,198,680 100.00%
Notes:
(i) As of the Latest Practicable date, Lingsheng Investment is wholly owned by Ms. Zeng. Ms. Zeng and
Lingsheng Investment are our Controlling Shareholders.
(ii) As at the Latest Practicable Date, Lingsheng Investment pledged 182,220,000 A Shares it held to certain
regulated financial institutions in the PRC for financings provided by them to Lingsheng Investment,
representing approximately 2.49% of the issued share capital of the Company.
(iii) To the best knowledge of our Directors as of the Latest Practicable Date, other A Shareholders included over
450,000 Shareholders, each holding less than 5% of our total issued A Shares.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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MATERIAL ACQUISITION AND DISPOSAL
During the Track Record Period and up to the Latest Practicable Date, we did not conduct any
acquisitions, disposals or mergers that we consider to be material to us, or conduct any acquisition
that falls within the scope of Rule 4.05A of the Listing Rules.
OUR PRINCIPAL SUBSIDIARIES
We have carried out our business through our subsidiaries across different geographical
locations. As of the Latest Practicable Date, we had 125 subsidiaries.
We consider the following subsidiaries as our principal subsidiaries taking into account,
among other things, financial contribution and strategic importance of those subsidiaries:
Name of subsidiary Principal activities
Place of
establishment/
incorporation
Date of
establishment/
incorporation
Equity
interest
attributable to
our Group
Lingyi Technology /H1100/H1100/H1100/H1100/H1100/H1100/H1100Precision parts and modules
business
PRC July 6, 2012 100%
Shenzhen LLmachine /H1100/H1100/H1100/H1100/H1100Production and sales of
precision parts and
modules business
PRC May 26, 2008 100%
Shengxiang Precision Metal
(Dongguan) Co., Ltd. (୷
ʮ̡) /H1100/H1100/H1100
Production and sales of
precision parts and
modules business
PRC May 10, 2013 100%
Dongguan Lingyi Precision
Manufacturing Technology
Co., Ltd. (୷ჯूၚ੗Ⴁி
ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Precision parts and modules
business
PRC December 9,
2014
100%
Dongguan Lingjie /H1100/H1100/H1100/H1100/H1100/H1100/H1100Production and sales of
precision parts and
modules business
PRC February 3,
2016
100%
LS City Technology (Jiangsu)
Co., Ltd. (Ҧ(Ϫᘽ)
ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and sales of
precision parts and
modules business
PRC December 20,
2013
100%
Shenzhen Lingfu Robot
Technology Co., Ltd.
(ࠢ
ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Research and development
of intelligent robots
PRC September 11,
2025
100%
Shenzhen Lingyi Robot
Technology Co., Ltd.
(ࠢ
ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Research and development
of intelligent robots
PRC May 7, 2025 100%
Dongguan Obi-di Precision
Hardware Co., Ltd. (୷̹
ʮ̡)/H1100/H1100
Production and Sales PRC September 10,
2014
100%
A-CORE Jiangmen Electronics
Co., Ltd. (ࠢ
ʮ̡)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales of
Electronic Components
PRC June 28, 2006 91.5%
Chengdu Lingyi Technology
Co., Ltd. (ࠢ
ʮ̡)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales PRC May 19, 2014 100%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of subsidiary Principal activities
Place of
establishment/
incorporation
Date of
establishment/
incorporation
Equity
interest
attributable to
our Group
Guilin Salcomp Electronic
Technology Co., Ltd. (؍࣭
ʮ̡)/H1100/H1100
Production and Sales PRC July 4, 2022 100%
Lingsheng Electronic /H1100/H1100/H1100/H1100/H1100/H1100Production and Sales PRC May 12, 2006 100%
Salcomp (Shenzhen) Co., Ltd.
(ᒄဧੰҦஔ(ଉέ)ʮ
̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales PRC December 31,
1997
100%
Save for A-CORE Jiangmen Electronics Co., Ltd. (ʮ̡), the Company
held entire equity interests in the above principal subsidiaries throughout the Track Record Period
or since their respective dates of establishment. For details of the minority interests of our
subsidiaries, see “Shareholding and Corporate Structure Immediately Prior to the Global Offering”
in this section. For shareholding changes of any member of our Group during the two years
immediately preceding the date of this prospectus, see “Statutory and General Information — 1.
Further Information About Our Company — D. Further Information about Our Subsidiaries” in
Appendix IV to this Prospectus.
OUR LISTING ON THE SHENZHEN STOCK EXCHANGE, PREVIOUS LISTING
ATTEMPTS AND REASONS FOR LISTING ON THE HONG KONG STOCK EXCHANGE
Our A Shares have been listed on the Shenzhen Stock Exchange since February 2018. Our
Directors have confirmed that the Company has no instance of material non-compliance with the
rules of the Shenzhen Stock Exchange and other applicable securities laws and regulations of the
PRC in any material respect since the A Share Listing, and, to the best knowledge of our Directors
after having made all reasonable enquiries, there is no material matter that should be brought to
investors’ attention in relation to our compliance record on the Shenzhen Stock Exchange. Our PRC
Legal Adviser is of the view that the Company had complied with all applicable securities laws and
regulations in the PRC in relation to its listing on the Shenzhen Stock Exchange in all material
respects during the Track Record Period and up to the Latest Practicable Date. Based on the
independent due diligence conducted by the Sole Sponsor and our PRC Legal Adviser’s view as set
out above, nothing has come to the Sole Sponsor’s attention that would cause them to have
reasonable doubt about our Directors’ confirmation with regard to the compliance record of the
Company on the Shenzhen Stock Exchange in all material respects.
Our Company submitted an initial listing application to the Hong Kong Stock Exchange for
the listing and the global offering of its H Shares on June 30, 2021 (the “Previous H Share Listing
Attempt”). In relation to the listing application, the CSRC issued a notification on September 16,
2021, approving the Company’s listing of its Shares on the Stock Exchange and its global offering.
However, considering the fluctuations in the capital markets condition and change of business
development strategies at that time, the Company voluntarily suspended the Previous H Share
Listing Attempt in April 2022 following the lapse of such listing application.
We previously considered seeking a listing on the London Stock Exchange through the
issuance of global depository receipts in 2022 (the “Previous GDR Listing Attempt”, and together
with the Previous H Share Listing Attempt, the “Previous Listing Attempts”). After evaluating the
prevailing market conditions, working capital arrangements and our long-term business strategy, we
decided to discontinue the Previous GDR Listing Attempt in 2023 and completed the issuance of
convertible bonds as an alternative financing method. See “— Corporate Development and Major
Changes in Share Capital and Shareholdings — (v) Issuance of Convertible Bonds and Redemption”
for more details.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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To the best of the Directors’ knowledge and belief, the Company had complied with all
applicable listing rules and securities laws and regulations during the Track Record Period and up
to the Latest Practicable Date, and the Directors are not aware of any material matter concerning
the Previous Listing Attempts that would adversely affect the Company’s suitability for Listing on
the Hong Kong Stock Exchange or other material matters that need to be brought to the attention
of the Stock Exchange, the Shareholders or potential investors. Based on the independent due
diligence performed by the Sole Sponsor, the Sole Sponsor confirms that they are not aware of any
matters that may cause them to disagree with the Directors’ view above.
Our Directors believe that the Listing of its H Shares on the Hong Kong Stock Exchange will
be in the interests of our Group’s business development strategies, and would be beneficial to us
and our Shareholders as a whole for the following reasons: (i) the Listing will provide an additional
fund-raising platform for our Company and give us the access to a wider pool of finance for our
future expansion, and broaden channels for potential cross-border mergers and acquisitions. For
more details, see “Business” and “Future Plans and Use of Proceeds”; and (ii) the Listing will
further strengthen our business profile and global presence, and help us to recruit, motivate and
retain talents to support our long-term and sustainable growth.
PUBLIC FLOAT AND FREE FLOAT
Satisfaction of the Public Float Requirement
Rule 8.08(1) (as amended and replaced by Rule 19A.13A) of the Listing Rules provides that,
where a new applicant is a PRC issuer with other listed shares at the time of listing, this will
normally mean that the portion of H shares for which listing is sought that are held by the public,
at the time of listing, must (a) represent at least 10% of the issuer’s total number of issued shares
in the class to which H shares belong (excluding treasury shares); or (b) have an expected market
value of not less than HK$3,000,000,000.
Our A Shares are listed on the Shenzhen Stock Exchange. The total number of the H Shares
to be issued pursuant to the Global Offering represents 10% of the total issued share capital of our
Company (assuming no additional Shares are issued under the 2024 Share Option Scheme).
Immediately following the completion of the Global Offering (assuming no additional Shares are
issued under the 2024 Share Option Scheme), the total number of H Shares expected to be held by
the public will represent approximately 10.04% of the total issued share capital of our Company
(excluding 34,031,200 A Shares repurchased by our Company as treasury shares as of the Latest
Practicable Date), which exceeds the prescribed minimum of 10% required to be held in public
hands under Rule 19A.13A(2)(a) of the Listing Rules, and the expected market capitalization of the
Company’s H Shares will be HK$8,264.2 million calculated based on the offer price of HK$10.18
per Offer Share (being the maximum Offer Price), which exceeds the minimum expected market
value of not less than HK$3,000,000,000 under Rule 19A.13A(2)(b) of the Listing Rules, thereby
satisfying Rule 8.08(1) (as amended and replaced by Rule 19A.13A) of the Listing Rules.
Satisfaction of the Free Float Requirement
Rule 8.08A (as amended and replaced by Rule 19A.13C) of the Listing Rules provides that,
where a new applicant is a PRC issuer with other listed shares at the time of listing, this will
normally mean that the portion of H shares for which listing is sought that are held by the public
and not subject to any disposal restrictions (whether under contract, the Listing Rules, applicable
laws or otherwise), at the time of listing, must: (a) represent at least 5% of the total number of
issued shares in the class to which H shares belong at the time of listing (excluding treasury shares),
with an expected market value at the time of listing of not less than HK$50,000,000; or (b) have
an expected market value at the time of listing of not less than HK$600,000,000. Based on the
maximum Offer Price of HK$10.18 per H Share, the Company have an expected market value of
more than HK$600,000,000 for that portion of H Shares held by the public and not subject to any
disposal restrictions at the time of the Listing under Rule 19A.13C(2)(b), thereby satisfying the free
float requirement under Rule 8.08A (as amended and replaced by Rule 19A.13C) of the Listing
Rules.
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SHAREHOLDING AND CORPORATE STRUCTURE IMMEDIATELY PRIOR TO THE GLOBAL OFFERING
The following chart sets forth our simplified shareholding and corporate structure immediately prior to the Global Offering:
The Company
Lingsheng Investment(1)
Ms. Zeng Other
A Shareholders
Other
subsidiaries(3)
100%
56.64% 1.49% 41.87%
Controlling Shareholders: 58.13%
Lingyi
Technology
100%
Shenzhen
LLmachine
100%
Shengxiang Precision
Metal (Dongguan)
Co., Ltd.
(᙮
ʮ̡)
100%
Dongguan Lingyi
Precision Manufacturing
Technology Co., Ltd
(୷ჯूၚ੗Ⴁி
ʮ̡)
100%
Dongguan
Lingjie
100%
LS City Technology
(Jiangsu) Co., Ltd.
(Ҧ(Ϫᘽ)
ʮ̡)
100%
Shenzhen Lingfu
Robot Technology
Co., Ltd. (ଉέ̹
Ҧ
ʮ̡)
100%
Shenzhen Lingyi
Robot Technology
Co., Ltd. (ଉέ̹
Ҧ
ʮ̡)
100%
Dongguan Obi-di
Precision
Hardware Co., Ltd.
(ၚ
ʮ̡)
100%
Chengdu Lingyi
Technology
Co., Ltd.
(ϓேჯू
ʮ̡)
100%
Salcomp
(Shenzhen)
Co., Ltd.
(ᒄဧੰҦஔ
(ଉέ)ʮ̡)
100%
A-CORE
Jiangmen
Electronics
Co., Ltd. (τှ
ʮ̡)(2)
91.5%
Guilin Salcomp
Electronic
Technology Co., Ltd.
(ᒄဧੰཥ
ʮ̡)
100%
Lingsheng
Electronic
100%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Notes:
(1) As at the Latest Practicable Date, Lingsheng Investment pledged 182,220,000 A Shares it held to certain regulated financial institutions in the P RC for financings provided by them to
Lingsheng Investment, representing approximately 2.49% of the issued share capital of the Company.
(2) The minority interests of A-CORE Jiangmen Electronics Co., Ltd. (ʮ̡) are held as to 8.5% by JFE Chemical Corporation (JFEٟan Independent Third
Party.
(3) Other subsidiaries include, in aggregate, 110 subsidiaries established in various jurisdictions. As at the Latest Practicable Date, other non- wholly-owned subsidiaries of our Company
include (i) JPMF Jiangmen Jinci Co., Ltd. (ʮ̡), a limited liability company, of which the minority interests are held as to 35% by Jiangmen Juchuan Electronic
Technology Co., Ltd. (ʮ̡) and 10% by Liu Tong ( ᄎҕ); (ii) Mianyang Weiqi Electronic Technology Co., Ltd. (ʮ̡), a limited liability
company, of which the minority interests are held as to 12.1040% by He Shimin ( О˰͏), 7.2624% by Deng Yunyun (ڄڄ3.9338% by Deng Yaling (ޛ3.0260% by Deng Bin
(቎ⅳ), 3.0260% by Deng Yulin (؍and 0.9078% by Deng Xiaobin ( ቎ʃⅳ); (iii) Zhejiang Jintai Electronics Co., Ltd. (ʮ̡), a limited liability company, of which
the minority interests are held as to 5% by Liu Jianming (׼ܔChengdu Lingtao New Energy Technology Co., Ltd. (ʮ̡), Suzhou Linghui New Energy
Technology Co., Ltd. (ʮ̡), Yangzhou Linghui New Energy Co., Ltd. (ʮ̡) and LINGHUI SG NEW ENERGY PTE. LTD. are its
wholly-owned subsidiaries, and Wenzhou Xinke Technology Co., Ltd. (ʮ̡) is its non-wholly-owned subsidiary, of which minority interests are held as to 30% by
Zhejiang Ruixu Technology Co., Ltd. (ʮ̡); (iv) Yangzhou Lingsheng New Energy Co., Ltd. (ʮ̡), a limited liability company, of which the
minority interests are held as to 33% by Ningde Lingsheng Investment Co., Ltd. (ʮ̡), 5% by Suzhou Yami Xinli Technology Venture Capital Partnership Enterprise
(Limited Partnership) (Ҧ௴ุҳ༟ΥྫΆุ(Υྫ)) and 5% by Xiamen Lingding Investment Partnership Enterprise (Limited Partnership) (ჯཻҳ༟ΥྫΆุ(Ϟ
Υྫ)). Fujian Lingfu New Energy Technology Co., Ltd. (ʮ̡), Chengdu Lingfu New Energy Technology Co., Ltd. (ʮ̡) and
Changzhou Lingsheng New Energy Technology Co., Ltd. (ʮ̡) are its wholly-owned subsidiaries; (v) Guangzhou Lingyu Equity Investment Partnership (Limited
Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)), a limited partnership, of which the minority interests are held as to 49.9688% by Shenzhen Linglue Investment Development Co.,
Ltd. (ʮ̡); (vi) Dongguan Lingzhi Innovative Robot Technology Co., Ltd. (ʮ̡), a limited liability company, of which the minority
interests are held as to 20% by Zhiyuan Innovation (Shanghai) Technology Co., Ltd. ( ౽ʩ௴อ(ɪऎ)ʮ̡); (vii) SALCOMP TECHNOLOGIES INDIA PRIV ATE LIMITED,
a limited liability company, of which the minority interests are held as to 0.00001% by Ananga Narayan Das; (viii) Dongguan Readore Technology Co., Lt d. (ҦϞ
ʮ̡), a limited liability company, of which the minority interests are held as to 17.78% by Zhang Qiang ( ੵ੶), 12.3975% by Dongguan Maodan Investment Co., Ltd. (୷̹ˣ͇
ʮ̡), 6.3397% by Wu Yan (ዲ), 5.6396% by Xian Juhong (ߎ5.6396% by Wu Yongjun (ࠏ4.75% by Dongguan Maohang Management Consulting Partnership
Enterprise (Limited Partnership) (୷ˣБ၍ଣፔ༔ΥྫΆุ(Υྫ)), 3.2379% by Ma Qi ( ৵೘), 3% by Hao Daichao ( ৠ˾൴), 2.925% by Xinyu Decai Migu Venture Capital Center
(Limited Partnership) ( อЯᅃ੹Ϸԋ௴ุҳ༟ʕː(Υྫ)), 1.9457% by Shan Xiaojun (ࠏ1.0153% by Tang Jian (਄) and 0.325% by Dongguan Decai Juntai Venture Capital
Fund (Limited Partnership) (ږ(Υྫ)); (ix) Dongguan Jieying Precision Silicone Technology Co., Ltd. (ʮ̡), a limited liability
company, of which the minority interests are held as to 20% by Foursome Enterprise Limited (ʮ̡); (x) Jiangsu Kooda Stone Automotive Technology Co., Ltd. (߅
ʮ̡), a limited liability company, of which the minority interests are held as to 27.69% by Changzhou Yourong Automotive Technology Co., Ltd. ( ੬ψᎴፄ
ʮ̡), 4.11% by Changzhou Stern Investment Management Enterprise (Limited Partnership) (ҳ༟၍ଣΆุ(Υྫ)), 4.11% by Shi Jianxin (อ), 2.56%
by Shanghai Maihuan Enterprise Management Partnership Enterprise (Limited Partnership) ( ɪऎᒕᐑΆุ၍ଣΥྫΆุ(Υྫ)) and 1.54% by Changzhou Xingyuan Venture Capital
Partnership Enterprise (Limited Partnership) (Ⴣ௴ุҳ༟ΥྫΆุ(Υྫ)); (xi) Zhejiang Xianglong Machinery Co., Ltd. (ʮ̡), a limited liability company,
of which the minority interests are held as to 3.8464% by Ningbo Longjun Enterprise Management Partnership Enterprise (Limited Partnership) (Άุ၍ଣΥྫΆุ(Υྫ));
(xii) Triumph Lead Group (Thailand) Co., Ltd., a limited liability company, of which the minority interests are held as to 0.002% by Ms. Zeng and 0.002% by Lu Jihong ( ጅਿ҃); (xiii)
KOODA STONE Co., Ltd., a limited company, of which the minority interests are held as to 0.002% by Shi Jianxin and 0.002% by Zhou Yuan ( մ๕). Except for Ms. Zeng and Shenzhen
Linglue Investment Development Co., Ltd., which is held as to 95% by Ms. Zeng, all other minority interest holders disclosed above are Independent Thi rd Parties.
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SHAREHOLDING AND CORPORATE STRUCTURE IMMEDIATELY FOLLOWING THE COMPLETION OF THE GLOBAL OFFERING
The following chart sets forth our simplified shareholding and corporate structure immediately following the completion of the Global Offering
(assuming no additional A Shares are issued under the 2024 Share Option Scheme):
The Company
Lingsheng Investment(1)
Ms. Zeng Other
A Shareholders
Dongguan Lingyi Precision
Manufacturing Technology
Co., Ltd
(Ҧ
ʮ̡)
Dongguan Lingjie
LS City Technology
(Jiangsu) Co., Ltd.
(Ҧ(Ϫᘽ)
ʮ̡)
Shengxiang Precision
Metal (Dongguan) Co., Ltd.
(᙮
ʮ̡)
Lingyi
Technology
Other
subsidiaries(2)Shenzhen LLmachine
100%
50.98% 1.34% 37.69%
H Shareholders
10.00%
100% 100% 100% 100% 100% 100% 100% 100%
Controlling Shareholders: 52.32%
Shenzhen Lingfu
Robot Technology
Co., Ltd. (ଉέ̹
ҦϞ
ʮ̡)
Shenzhen Lingyi
Robot Technology
Co., Ltd. (ଉέ̹
ҦϞ
ʮ̡)
Note: Please refer to notes (1) to (3) in “Shareholding and Corporate Structure Immediately Prior to the Global Offering”.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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OVERVIEW
Who We Are
We are a leading high-precision intelligent manufacturing platform for electronic devices,
delivering one-stop production services and solutions to customers worldwide. We provide a
full-spectrum portfolio of core materials, high-precision functional components, modules and
assembled systems, underpinned by continuous technology development and our AI-integrated
manufacturing capabilities. Guided by the principles of lean management, digitalization,
automation and sustainability, we power a broad range of end markets including electronic devices
(covering smart electronics, robotics and enterprise servers), automotive and advanced air mobility.
According to Frost & Sullivan, in terms of revenue in 2025, we ranked first globally in the
high-precision functional component market for smart electronics, and third globally among
high-precision intelligent manufacturing platforms for smart electronics.
As a long-term manufacturing partner behind global technology leaders, we operate a
manufacturing network built for high-volume, high-standard and high-complexity production.
Through cross-functional development, responsive execution and a globally-distributed R&D and
production network, we have become a critical enabler within the electronic device value chain and
received multiple supply chain excellence awards from leading global technology companies. As of
December 31, 2025, our customer base encompasses some of the world’s largest companies by
market capitalization in smart electronics, NEVs, and social networking and XR. We have been
named among the Fortune China 500 for eight consecutive years from 2018 to 2025.
The chart below illustrates our key business highlights:
No. 1
Globally in High-Precision
Functional Component Market
for Smart Electronics(1)
Full Coverage
Intelligent Manufacturing
For Smart Electronics
Covering Die-cutting, Stamping,
CNC Machining, MIM
and Die Casting Processes
100%
Coverage of Major Global Mid- to
High-End Smartphone Brands and
Major Leading Foldable
Device Manufacturers
Highest
Avg. Gross Margin(2)
AI Empowered
Terminals
9 of 10 AI Glasses,
XR Devices and Foldable
Devices Worldwide
from Our Customers (3)
Enterprise
Servers
Feather-Copper Bionic Nano Cooling
Powers High-End GPUs of Leading
Computing Companies
Robots
Winner of 2 Golds & 1 Bronze —
World Robot Games 2025
Automotive and
Advanced Air Mobility
Full Coverage of Industry-Leading
Customers, with Rapid Growth in
Business Scale and Profitability(4)
Notes:
(1) In terms of revenue in 2025
(2) In terms of the average gross margin from 2023 to 2025 among the top three global high-precision intelligent
manufacturing platforms for smart electronics (ranked by 2025 revenue)
(3) In terms of the sales volume in 2025
(4) Our revenue increased by 52.9% in 2024 and 39.6% in 2025 on a year-on-year basis, while our gross margin expanded
by 8.1 percentage points in 2025 compared to 2024.
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Our Business
Rooted in the belief that precision defines manufacturing value, we aim to advance intelligent
manufacturing and contribute to the global development of intelligent manufacturing for AI-
powered devices, reinforcing the reputation of high-quality manufacturing originating from China.
We are committed to building an integrated solutions platform spanning core materials, high-
precision functional components, modules and assembled systems.
Hardware interoperability enables modularity, reusability and scalability across products and
applications. By deeply integrating materials science, process innovation and diverse end-use
applications, we have formed a global network that unites R&D, engineering and production to
deliver multi-scenario solutions. With AI adoption accelerating across industries, we are
strategically positioned at critical hardware nodes in next-generation devices. Our strategic pillars
span four emerging application domains — embodied AI (such as humanoid robots), vision (such
as AI glasses and XR devices), foldable (such as foldable devices), and computing (such as servers),
creating multi-track synergy and a diversified growth profile across electronic device ecosystem.
The diagram below illustrates our strategic pillars, competitive edges, application scenarios
and core technologies:
Electronic Devices Automotive and Advanced Air Mobility
Smart
Electronics Robots Enterprise Servers Automotive Advanced Air Mobility
Embodied AI(1) Vision(1) Computing(1)Foldable(1)
Four Application Domains
R&D
Capabilities
Production
Capabilities
Operational
Capabilities
Engineer
Culture
Global
Footprint
Customer
Base
Our Edges
Strategic Pillars
Technologies
Applications
Three Key Drivers
Battery System Thermal Management
(Cooling/Heat Dissipation)
Intelligent AOI
System
Inline
Die-Cutting
Production
System
High-Speed
Precision
Stamping
Continuous-Flow
Stamping
Line
Unmanned
Green
Anodizing
Line
5-Axis
CNC
Machining
Fast Charging(2)
Notes:
(1) Embodied AI includes, but is not limited to, humanoid robots; vision includes, but is not limited to, AI glasses and
XR devices; foldable includes, but is not limited to, foldable smartphones, laptops and other devices; and computing
includes, but is not limited to, servers.
(2) Fast charging refers to fast chargers and charging adapters.
Advancing Early Deployment for the Next Growth Wave
We continue to advance standards of advanced manufacturing for electronic devices. Our
strategic presence across electronic devices, automotive and advanced air mobility fuels sustained
expansion. To capture the next growth cycle, we are deepening investment in humanoid robots, AI
glasses and XR devices, foldable devices and servers, supported by strong foundations in battery
systems, thermal management and fast-charging technologies, which underpin continued innovation
in electronic devices.
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Accelerating Innovation through Full-Stack Technology
Since developing our first rotary die-cutting machine, we have maintained a stable,
interoperable R&D methodology that balances performance and cost efficiency. Our proprietary
technologies include:
 AOI system with real-time feedback and adjustment : integrating deep-learning-based
defect detection and in-house optical design to achieve minimal-omission inspection and
closed-loop optimization, thereby elevating quality and yield;
 Inline die-cutting production system : enabling continuous operation and automated
material changeover to maximize material utilization and overall equipment efficiency;
 High-speed precision stamping technology : operating at substantially higher speeds than
conventional presses, integrating packaging and inspection to boost mass-production
efficiency;
 Continuous-flow stamping line : combining stamping, welding, cleaning and inspection
for higher production efficiency with reduced resource consumption;
 Unmanned green anodizing line : powered by AGV-based automation for fully unmanned
operation, ensuring consistent quality while minimizing environmental impact; and
 Five-axis CNC machining technology : using synchronized motion control for single-pass
forming of complex components, improving machining efficiency and material
utilization.
Scaling Growth through Strategic Acquisitions
We pursue a dual-engine growth model combining organic expansion and targeted
acquisitions. Underpinned by a disciplined M&A strategy, we have broadened our product portfolio,
strengthened core capabilities and accelerated integration into our customers’ supply chains.
Strategic acquisitions help us expand our solution offering, deepen customer collaboration and
reinforce our global market position as a long-standing partner in intelligent manufacturing for
electronic devices.
Operating Locally, Delivering Globally
We operate through a synergistic model that unites localized operations and global delivery,
enabling both agility and efficiency across markets. Supported by a three-tier R&D structure and
over 40 R&D centers worldwide, we foster international collaboration and cross-regional
technological synergy. With over 63 manufacturing plants and delivery hubs, our localized supply
chain spans key regions across the world, enabling real-time demand insight, rapid response
capability and reliable delivery performance for our customers worldwide.
Empowering Innovation through Engineer Culture
We view talent as our most valuable asset. Our engineer culture drives continual innovation
and self-improvement across the organization. Through structured talent development, technical
upskills and targeted investment in expertise, our engineer culture has become a defining strength,
propelling our sustained technological advancement and long-term growth.
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Sustainability Built into Operations
We embed ESG principles into our corporate strategy and day-to-day operations, aligning
advanced manufacturing with sustainable development. Through systematic initiatives in
environmental stewardship, social responsibility and corporate governance, we have advanced
green manufacturing throughout our production network, supported by energy-saving programs,
recycling-based process upgrades and real-time resource-management systems. We are among the
few high-precision intelligent manufacturing platforms for electronic devices that have achieved an
“A” rating from a leading global ESG ratings agency for three consecutive years from 2023 to 2025.
OUR STRENGTHS
World-Leading High-Precision Intelligent Manufacturing Platform for Electronic Devices
We are a leading high-precision intelligent manufacturing platform for electronic devices,
with specialized process expertise and strong technological capabilities across battery systems,
thermal management and fast-charging technologies. We have built a distinctive global operating
model grounded in a structured and systematic management framework, enabling efficient
replication across business segments and units and fostering collaboration at multiple levels. These
strengths enable us to deliver broad-spectrum intelligent manufacturing and high-quality product
delivery for electronic devices to leading companies across various sectors worldwide.
According to Frost & Sullivan:
 we ranked first globally in the high-precision functional component market for smart
electronics in 2025, with a market share exceeding twice the combined share of the
second- to fifth-largest players;
 we ranked third globally among high-precision intelligent manufacturing platforms for
smart electronics by revenue in 2025; and
 our humanoid robot customers and partners include several players among the top five
manufacturers by shipments in 2025.
We remain committed to delivering high-efficiency, high-reliability, one-stop production
solutions across domains for global customers. As AI technologies accelerate product iteration and
customization, we are evolving from process expertise to integrated product manufacturing and
further toward system-level solution development, enabling customers to maintain technological
and competitive leadership in a rapidly transforming global landscape.
Comprehensive Product Portfolio Advantage for Emerging Industry Opportunities
We uphold a long-term vision grounded in value co-creation and strategic foresight,
consistently capturing inflection points in industry transformation. According to Frost & Sullivan,
we are among the high-precision intelligent manufacturing platforms for electronic devices with the
broadest product portfolio worldwide, strategically centered on humanoid robots, AI glasses and XR
devices, foldable devices and servers. Our full-spectrum product portfolio covers core materials,
high-precision functional components, modules and assembled systems, enabling us to serve global
customers with diverse hardware needs.
Embodied AI: Humanoid Robots
We aim to further develop our presence in global manufacturing for embodied AI, underpinned
by our strengths in manufacturing capabilities, R&D depth and technological innovation. Our
full-stack manufacturing expertise covers joint modules, dexterous hands and full-body mechanical
structures for humanoid robots. Our self-developed humanoid robots, Ling Long (ჯᘡ) and Pan Shi
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(ᇂͩ), won two gold medals and one bronze at the first World Humanoid Robot Games in 2025.
We were also recognized among the “Top Forces in Embodied AI,” highlighting our strong
technological prowess in the embodied AI field.
According to Frost & Sullivan, we are among the earliest high-precision intelligent
manufacturing platforms globally to develop robotics and automation hardware, with continuous
progress since 2006:
 2006: advanced automation equipment and intelligent manufacturing technology, which
formed the foundation for our robotics development;
 2009-2022: launched the first-generation Delta parallel robot Banjiu (౴ཹ) and multiple
industrial robots, transitioning from single-machine to full-line automation;
 2023-2024: introduced the dual-arm humanoid robot Youjia (Ϟ̋) alongside a wearable
exoskeleton teaching device, enhancing human-machine collaboration; and
 2025-present: developed a new-generation bionic dual-arm humanoid robot with
coordinated dual-arm manipulation and autonomous mobility, which has been deployed
in industrial environments.
We have also formed strategic collaborations with leading embodied AI enterprises
worldwide. Such collaborations involve product-level research and development, manufacturing
and sales in relation to industrial embodied intelligent robots, and are directed toward advancing the
industrial application, commercialization and ecosystem development of humanoid and embodied
robotics technologies.
Vision: AI Glasses and XR Devices
We have built a strong position in AI glasses and XR devices, offering one-stop production
solutions to global mainstream brands spanning core materials, high-precision functional
components, modules and assembled systems. To strengthen our technological foundation, we
established specialized laboratories and partnered with top research institutions to advance
next-generation display and optics technologies. According to Frost & Sullivan, as of December 31,
2025, our customers encompassed major global AI glasses and XR device manufacturers,
collectively driving the evolution of AI-powered visual hardware.
Foldable: Foldable Electronics
We supply high-precision structural components, hinge modules and thermal management
solutions to global technology leaders, achieving technical advancements in reliability, crease
control and lightweight design. According to Frost & Sullivan, as of December 31, 2025, our
customers included five of the top seven foldable device manufacturers in terms of shipments in
2025. Our carbon fiber structural components are in mass production for multiple flagship models,
while our thermal management products have achieved wide commercial adoption.
In materials innovation, we were among the first to achieve mass production of ultra-thin
titanium-alloy supports and carbon-fiber support plates, according to Frost & Sullivan, meeting the
industry’s demand for lighter yet stronger form factors. In thermal management, we continue to
push technological frontiers with innovations such as: (i) one of the world’s first stainless-steel VCs
for smart electronics, according to Frost & Sullivan; (ii) ultra-thin titanium-alloy VCs for foldable
smartphones; (iii) steel-copper, copper-aluminum and other composite VCs; and (iv) ultra-thin VCs
that have entered mass production.
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Computing: Servers
As a full-stack thermal management specialist, we offer a comprehensive thermal management
product portfolio encompassing liquid cooling and air cooling technologies, with mass production
established for leading global computing companies. In 2026, we expanded our capabilities in the
server liquid cooling and power supply sectors through the acquisition of Readore, a core supplier
to a premier global computing leader based in North America. This acquisition has enhanced our
position in the AI server market, enabling the provision of sophisticated liquid cooling solutions,
including liquid cooling plates, quick disconnects and manifolds, specifically engineered for
high-density AI servers and large-scale computing clusters.
Leveraging our intelligent manufacturing capabilities, we developed a multi-axis cavity
thermal management module that delivers superior performance in the 400W-1000W power range
compared with mainstream 3D VC heat spreaders. The module significantly lowers material and
manufacturing costs, accelerates delivery cycles, and enhances production yield. This high-
performance solution has been widely adopted in servers and other high-demand, high-specification
applications, reinforcing our leadership in thermal management technologies.
Visionary Leadership with Entrepreneurial Drive and a Global Outlook
Ms. Zeng Fangqin, our founder, chairwoman of the Board and general manager, brings deep
expertise and strategic insight in intelligent manufacturing and business management, allowing her
to anticipate industry trends with clarity and foresight. Her leadership has shaped our strategic
direction since inception. Under her guidance, we have established a core management team with
international vision and multidisciplinary backgrounds, ensuring cohesive and agile decision-
making. Members of our management team previously held senior roles at global technology and
manufacturing leaders, and the experience they gained in supply chain management, materials
science and precision manufacturing supports our strategic planning and business expansion
worldwide.
We view talent as our most valuable asset. Our engineer culture continues to drive innovation
and operational capabilities. To support global expansion, we pursue a talent-strengthening strategy
through university partnerships, targeted recruitment, systematic training and multi-level equity
incentives, continuously optimizing our talent structure and leadership pipeline. We place strong
emphasis on technical talent, channeling resources to R&D, engineering, lean management and
quality. Through regular technology reviews, tiered learning paths, and targeted capability-building
programs, we strengthen professional expertise and accelerate career progression for young
engineers. As of December 31, 2025, employees holding master’s or doctoral degrees in our R&D
team increased by 38.6% year over year, reflecting ongoing enhancement of our high-end talent
base.
End-to-End Manufacturing Technology and Intelligent Manufacturing Innovation
Our full-stack technology and intelligent manufacturing innovation have produced multiple
advancements from concept to commercialization. By integrating AI and robotics throughout
production, we have improved manufacturing precision, operational efficiency and resource
utilization.
Our full-stack technology reflects our engineer culture and commitment to precision. For
example, our high-precision injection molding technology delivers high-precision tolerance control
that supports the accuracy and manufacturing reliability required for foldable devices and
micro-optical components. In high-speed stamping, we achieve sustained high-frequency,
continuous throughput. As of December 31, 2025, we held 2,004 patents and continued to
strengthen our leadership in advanced process design and innovative materials through ongoing
collaboration with top universities and research institutions.
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Our intelligent manufacturing framework, centered on AI and robotics, drives measurable
gains across production:
 Intelligent manufacturing . Our benchmark manufacturing plant in Shenzhen is
connected to an AI-based scheduling system. Our AI-powered inspection system
processes a vast volume of product images each day and is supported by an extensive
defect database, enabling real-time, flexible adjustments to production lines. Our
AI-based forecast accurately anticipates raw material demand fluctuations, effectively
reducing procurement costs while sustaining a high material availability rate.
 Robotics empowerment . We are developing an embodied AI data platform that merges
real-world, simulated and internet data to create a full perception-to-intelligence
ecosystem for industrial applications.
Through our intelligent manufacturing system, we generated substantial labor savings,
lowered material expenditure, strengthened yield performance and elevated equipment utilization,
demonstrating our strong operational efficiency and disciplined cost management.
Long-Term Customer Alliances with Global Technology Leaders
We are a long-standing partner to global technology leaders, building long-term, high-value
relationships that drive innovation and shared growth.
Our high-quality and diversified customer portfolio underpins our sustainable expansion. In
2025, our customer base encompasses leading global mid- to high-end smartphone brands, major
foldable device manufacturers, top AI glasses and XR device companies, and humanoid robot
enterprises. Our server thermal management solutions are supplied in volume to one of the world’s
largest computing companies, and our automotive products are adopted by the two largest
intelligent vehicle OEMs globally. Through end-to-end capabilities in product definition, R&D
support, scalable manufacturing, supply chain management and global delivery, we are integrated
into our customers’ innovation cycles from concept design through mass production.
We maintain high customer retention and deep collaboration with global technology leaders
through joint laboratories, co-development programs and shared R&D platforms, achieving
innovation in materials, thermal management systems and high-precision structural components.
Through such collaborations, we participate in iterative development and engineering programs
covering materials innovation, thermal management solutions and high-precision structural
components, reinforcing our role as a manufacturing partner in advanced hardware development. To
ensure agile response to global customer needs, our near-shore support centers across Asia, Europe
and the Americas enable 24-hour cross-time-zone collaboration and real-time responsiveness. Our
self-developed digital supply chain platform tracks demand fluctuations, optimizing capacity and
resources to maintain high efficiency throughout the entire process. We continue to broaden our
product portfolio and enhance customer engagement to build stronger loyalty and advance strategic
partnerships.
Global Strategic Footprint as a Competitive Edge
According to Frost & Sullivan, we are among the high-precision intelligent manufacturing
platforms for electronic devices with the widest global footprint. Our strategy combines localized
operations and global delivery, creating a two-track business model that supports both domestic and
international growth. Through a globally-integrated layout, we localize R&D, production, sales and
delivery in key regions, enabling rapid, efficient responses to customer needs worldwide.
We have established an efficient three-tier R&D and lean production structure consisting of
the Engineering Research Institute, business group (“BG”) technology centers and business unit
(“BU”) product development centers, forming a connected framework from frontier research to
mass production. These functions collectively connect frontier technology exploration, process
refinement and large-scale product implementation, driving continuous innovation and rapid
industrialization. As of December 31, 2025, we operated over 40 R&D centers across countries and
regions, enabling cross-border collaboration and accelerating technology industrialization.
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We have built a highly efficient global manufacturing and delivery network with more than 63
manufacturing plants and delivery hubs worldwide. In the Chinese Mainland, our manufacturing
plants span multiple provinces and cities, producing core materials, high-precision functional
components and modules and assembling ready-to-deploy systems. Overseas, we operate localized
capacities in major global markets supported by dedicated R&D centers, sales branches and delivery
hubs. This localized operating model enables faster delivery cycles, customized solutions and close
customer integration, strengthening our position as a globally-competitive intelligent manufacturing
partner.
Excellence in Green Intelligent Manufacturing and Sustainable Growth
We view business performance and sustainability as interdependent goals. Guided by the core
principles of reduce, reuse and recycle (“3R”), we have embedded green manufacturing across
every production stage. In 2025, we saved more than 44.0 million kilowatt-hours of electricity and
reduced carbon emissions by over 24.2 thousand tons. Through innovations such as die-cut nesting,
material-saving detour processes and recycling-based cleaning systems, we have improved resource
utilization, delivering substantial reductions in water and cleaning-fluid consumption and notable
gains in material utilization across key processes.
We extend environmental responsibility across the entire supply chain, building a supplier-
and-customer ecosystem focused on sustainable performance. Our energy internet of things (“IoT”)
platform enables real-time monitoring of consumption across facilities, fostering transparency and
continuous improvement. Environmental performance metrics are embedded in supplier
assessments, encouraging the use of recycled aluminum, reclaimed polycarbonate materials and
other sustainable inputs. These measures help steer the industry toward greener, more efficient,
higher-quality manufacturing. Looking ahead, we will continue pursuing long-term sustainable
growth, aligning business performance with green innovation to create shared value for partners,
society and the environment.
Reduce
 Improved Material Utilization
 Cleaning Fluid Conservation
 Oil/Coolant Conservation
Reuse
 Pallet Reuse
 Knife Reuse & Upgrade
 Mold Reuse & Transformation
 Jig Reuse & Transformation
Recycle
 Water Recycling
 Oil Recycling
 Chemical Recycling
 PET/Process Material Recycling
Reduce
 Develop nesting process
 Design material-optimization
process
 Achieve efficient resource
utilization
Recycle
 Develop circular cleaning
systems



Water Savings
Cleaning-Fluid Reduction
Floor-Space Efficiency
Reuse
 Upgrade and refurbish pallets
and other tools
 Enable multi-purpose reuse
 Reduce resource waste
OUR STRATEGIES
Anchored in our 2030 growth roadmap, we focus on advancing the strategic pillars through
key drivers such as battery systems, thermal management and fast-charging technologies, alongside
application domains including the fields of embodied AI, vision, foldable and computing. As a
leading high-precision intelligent manufacturing platform for electronic devices, we are evolving
from product integration to solution-driven innovation. We plan to strengthen our position and
long-term sustainability through portfolio depth, technology advancement, international operations,
strategic acquisitions, talent development and green manufacturing, driving innovation across the
electronic devices, automotive and advanced air mobility sectors.
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Drive Portfolio Expansion Through our Strategic Pillars
We serve partners through extending our core capabilities in precision manufacturing and
automation to partners across the global value chain. Building on our high-precision intelligent
manufacturing platform for electronic devices, we are expanding a multi-track product portfolio
centered on battery systems, thermal management and fast-charging technologies, and extending
into next-generation applications in embodied AI, vision, foldables and computing hardware. Such
portfolio strengthens our leadership across electronic devices, automotive and advanced air
mobility, driving deeper technological capability and broader market relevance.
We plan to increase R&D investment in these priority areas, introduce high-performance,
next-generation products and establish medium- and long-term growth engines that enhance both
our global competitiveness and sustainable development. By combining core process innovation
with expanding application fields, we continue to reinforce our position in the industry powering
the next waves of innovation of electronic devices.
Build a Future-Ready Intelligent Manufacturing Platform Driven by Innovation
We aim to create a modular collaboration platform for next-generation hardware development.
We continue to elevate quality, process sophistication and technology capability. Our work on lean,
digital, automated, and green production systems forms a future-ready manufacturing framework
that promotes continuous improvement, shared value creation and sustainable industrial growth.
Reinforce Global Operations and Local Responsiveness
We continue to enhance our global value chain by strengthening R&D and production
capabilities across both domestic and overseas bases. Through localized support and co-
development with strategic customers, we deliver globally-competitive products tailored to local
markets. Under a structured global management framework, we have developed an operating model
that fosters collaboration across business segments and geographies. By deepening the two-track
interactions between domestic and international markets, we aim to raise operational efficiency,
speed and resilience.
Accelerate the Next Growth Curve through Strategic Acquisitions
We actively identify core technologies and high-growth product opportunities to extend our
innovation reach and reinforce our value chain. Through targeted capital deployment and strategic
industry integration, we seek to unlock new growth curves and strengthen our position in global
high-end manufacturing. Our M&A strategy focuses on AI computing infrastructure and related
advanced manufacturing sectors, consolidating our leadership and expanding our technological
depth.
Advance a Talent-Driven Strategy and Strengthen the Engineering Mindset
We view talent as the core catalyst of sustainable growth. Through university partnerships,
focused recruitment, structured training, performance incentives and organizational optimization,
we continue to build a strong global talent foundation. We are nurturing high-performance
engineering teams that combine innovation, precision and craftsmanship. Our engineer culture,
defined by curiosity and technical rigor, equips us to capture emerging industry trends and sustain
long-term progress.
Lead in Green Manufacturing and Low-Carbon Transformation
We uphold the 3R principles of reduce, reuse and recycle, embedding low-carbon practices
throughout our manufacturing process. By optimizing our energy structure and advancing circular
resource utilization, we aim to achieve full carbon neutrality by 2030. Our continuous investment
in green manufacturing creates sustainable value for customers, society and the environment,
establishing our Company as a global benchmark for responsible intelligent manufacturing.
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OUR PRODUCTS AND SOLUTIONS
The diagram below illustrates our major products, key technologies and application scenarios:
Electronic Devices
Automotive
and Advanced
Air Mobility
Smart Electronics Robots Enterprise
Servers
Precision
Assembly
Solutions
Modules
Components
Sports and
Fitness
Cont ent
Creat ion
Frontier
Innovation
Daily
Commute
Technology
End
Products
Direct Products
Dexterous Hand (3C Precision)
Coreless Motor
Force Sensor
Joint/Thermal Management/
Charging Module
Full Range of Joint Hinges
Optical Module Liquid-Cooling
Thermal Management Module
GPU Liquid-Cooling Thermal
Management Module
Server Air-Cooling Thermal
Management Module
Drive Shaft and Transmission
Shaft Assembly Solution
Automotive Interior and Exterior
Trim Assembly Solution
Wheel Brake Module
LiDAR Module
Smart Electronics Fast Charger Augmented Reality (“AR”)
Glass Related Products
Application
of New Materials
Unmanned Green Anodizing
Production LineIntelligent AOI Inspection System
and Fully Automated Product Inspection
Feedback Adjustment System
Inline
Die-CuttingProductionSystem
Five-Axis CNC
Machining TechnologyHigh-Speed PrecisionStamping Technology
Continuous Stamping
Production Line
AI Intelligent Warehousing and
Logistics System
Humanoid Robot Body
Thermal
Management (Cooling) and
High-Power Adapter Related
Products
Automotive Power
Management System
Advanced Air Mobility Related
High-efficiency Aircraft
Charging System
Stainless Steel VC/Steel-Copper Composite VC/
Aerospace-Grade Titanium VC
3D Dual-Heat Source VC
Stainless Steel/Titanium Alloy/Carbon Fiber Support Plate
Phone Camera Bracket
Phone Camera Ring
Phone Metal Mid-Frame
Titanium Alloy MIM Structural Components
XR Components
Virtual Reality (“VR”) Headset Cover
Acoustic Components, Mesh Products
Wireless Earphone Structural Components
and Housing Hinge
Charger Plug, Wireless Charger Housing
Precision Metal Parts for Sensors
3D Printing Structural Components
Roller Screw
Harmonic Reducer
CSV Reducer
Drive Shaft
Rotating Shaft
Joint Base
Power Battery Busbar
Power Battery Top Cover
Power Battery Housing
Automotive Electronic Power
EPS Housing
Carbon Fiber Rotor Blades
Liquid-Cooling Quick
Connector
Liquid-Cooling Rack Manifold
BIG-MAC Multi-Axis Cavity
Cooling Component
High-Power Server Cooling
Component
Remote Server Cooling
Component
Server Power Busbar
Smart Home and
Living
Gaming, Audio
and Video
Industrial
Manufacturing
Productivity
Phone Button
Keyboard Reflective Module Products
Phone Display Module
Keyboard Module
Laptop Touch Module
XR Wireless Charging Module
Application
Scenarios
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We deliver one-stop intelligent manufacturing services and solutions, offering a full range of
development and manufacturing capabilities that cover core materials, high-precision functional
components, modules and assembled systems for diverse end products. Our comprehensive
offerings are strategically structured by primary end markets to closely align with the specific
performance and quality demands of each sector we serve.
We operate beyond the scope of a traditional manufacturer, positioning ourselves as a strategic
collaborator deeply integrated into our customers’ R&D lifecycle, commencing at the early
prototype phase. We believe our front-loaded engagement significantly accelerates the time-to-
market of new products, making it highly efficient by leveraging our established, modular design
platforms and proprietary process technologies. These shared assets enable the rapid development
and deployment of a diverse product portfolio across multiple end markets, simultaneously enabling
rapid innovation and robust, high-volume scalability. Moreover, our ability to offer end-to-end
solutions from core materials to ready-to-deploy systems is powered by our expertise in vertical
integration and cross-domain technology. Such capability is vital for supporting demanding
applications that span high-growth end markets.
We categorize our solutions into two principal segments: electronic devices, and automotive
and advanced air mobility.
 Electronic Devices. Our electronic device segment covers the entire value chain of
electronic devices, extending from raw material provision, R&D, precision assembly to
manufacturing, sales and supporting services. In smart electronics, our solutions are
widely applied across a range of products, including but not limited to, smartphones,
laptops, smart devices and foldable devices. We are also expanding into new strategic
areas. For enterprise servers, we provide thermal management products and power
supply equipment. Leveraging our precision manufacturing and design capabilities, we
develop core components for intelligent robots, which broaden the scope of AI
applications and create new growth opportunities.
 Automotive and advanced air mobility. We provide core materials, high-precision
functional components, modules and assembled systems that enable the electrification
and intelligent transformation of vehicles and low-altitude mobility. Our offerings
support power battery systems and critical in-vehicle functions, ensuring safety,
efficiency and reliability. By partnering with leading industry players, we are helping to
shape the future of smart mobility across both automotive and emerging aerial
applications.
The following diagram shows our selected products for each of end-product types:
Humanoid
Robots Ling Long Pan Shi Ling Yue Xing Zhe Tian Gong 2.0 Reducer Roller Screw
Joint
Modules
Dexterous
Hand
Coreless
Motor
Force
Sensor
AI Glasses and
XR Devices AR Headset Cover
Products XR Components
XR Wireless
Charging Module
Wireless Earphone
Components Acoustic Components
Wireless Earphones
Product Structure
Phones and
Foldable Devices Phone Camera
Bracket
Phone Display
Module
Phone High-Power
Charger
Titanium Alloy
Support Plate
Carbon Fiber
Support Plate
3D Dual-Heat
Source VC
Aerospace-
Grade Titanium VC
Composite VCStainless Steel VC
Automotive and
Advanced Air Mobility
Smart Earbuds and
Headsets
Drive Shaft
Assembly Solution
Transmission Shaft
Assembly Solution
Battery Copper/
Aluminum Adapter Tab
Power Battery
Top Cover
Power Battery
Housing
Carbon Fiber Propeller
Blade Products
Wheel Brake
Module
Servers Optical Module Cold Plate High-End Computing GPU
Cooling Module
Inner ManifoldRack ManifoldLiquid-Cooling UQD/MQDGB200/300 Series Liquid
Cooling Plate
High-efficiency Aircraft
Charging System
Automotive Interior And
Exterior Trim Assembly Solution
Server Power Busbar
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During the Track Record Period, we generated revenue primarily from sales of our products.
The following table sets forth the breakdown of our revenue by business segment for the years
indicated:
For the year ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Electronic devices
– Imaging and display /H1100/H1100/H1100/H1100/H1100/H1100/H11005,542,966 16.2 11,270,092 25.4 11,884,538 23.1
– Materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,457,276 18.9 7,476,280 16.9 7,822,065 15.2
– Battery and power supply /H1100/H1100/H1100/H11006,984,433 20.4 6,482,952 14.6 7,578,806 14.8
– Thermal management /H1100/H1100/H1100/H1100/H1100/H11003,760,895 11.0 4,107,088 9.3 5,124,786 10.0
– Sensors and related
components and modules /H1100/H1100/H1100/H11001,724,883 5.1 3,523,358 8.0 4,272,156 8.3
– Precision assembly and others /H11003,398,508 10.0 3,863,080 8.7 4,336,384 8.4
– AI glasses and XR devices /H1100/H1100/H11002,844,211 8.3 4,056,900 9.2 3,774,483 7.3
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,713,172 89.9 40,779,750 92.1 44,793,218 87.1
Automotive and advanced air
mobility /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,384,509 4.1 2,116,865 4.8 2,954,379 5.7
Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,056,336 6.0 1,362,918 3.1 3,681,347 7.2
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,154,017 100.0 44,259,533 100.0 51,428,944 100.0
Note:
(1) Others mainly comprise the revenue from our clean energy business.
Electronic Devices
Our electronic devices segment is a key part of our business, representing our capabilities as
a high-precision intelligent manufacturing platform for electronic devices. Leveraging our strengths
in materials engineering and precision assembly, we deliver a comprehensive suite of products that
integrate advanced design and intelligent technologies, to support the reliability and quality of
electronic devices and enhance their performance, connectivity and overall user experience. Our
electronic devices segment targets three major end markets: smart electronics, robotics and
enterprise servers. We support the fabrication of critical materials, components, modules and
systems and solutions for customers in these fast-growing sectors, anchoring our role across the full
spectrum of next-generation electronic devices.
Smart Electronics
We have established a strong position in the smart electronics sector. According to Frost &
Sullivan, we ranked third among global high-precision intelligent manufacturing platforms for
smart electronics, in terms of revenue in 2025. Our vertically-integrated product portfolio, global
manufacturing network and advanced R&D capabilities enable us to deliver high-performance
solutions that meet evolving customer requirements. This integrated model not only enhances our
speed to market and quality control, but also enables us to respond swiftly to demand shifts and
innovation cycles. As we continue to expand our product portfolio and deepen strategic
partnerships, we are well-positioned to capture new growth opportunities and drive long-term value
across our business.
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The following diagram illustrates our business coverage in smartphones:
Carbon Fiber Product
- Hinge Part
Metal Mid-Frame
+
+
Display Frame Adhesive
High-Performance Support Plate
Display Module
Button
Fiberglass and Other Composite Back Plate
Ultra-thin VC
Other
Precision
Functional
Components
Camera
Ring
+
+
+
+
+
+
+
+
+
+
+
+
+
+
Camera Bracket
+
+
 Composite VC
 Stainless Steel VC
 Aerospace-Grade Titanium VC
 3D Dual-Heat Source VC
 Titanium Alloy Support Plate
 Carbon Fiber Support Plate
+
+
Battery Cover
+
+
Stainless Steel Battery Case
Foldable Devices
Leveraging expertise in advanced materials and precision manufacturing, we provide a
comprehensive portfolio of core components for foldable devices, widely adopted in dual-fold
smartphones and foldable tablets. Through lightweight design paired with structural strength, we
empower customers to accelerate the commercialization of next-generation foldable products.
The following table sets forth an overview of our key foldable device-related hardware:
Product Application Key Features
Stainless Steel
Support Plate /H1100/H1100
As the core structural component
of foldable displays, the support
plate integrates multiple
functional elements within a
multi-material design that
delivers diverse performance
while reducing assembly costs
 Depending on the material of the support
plate, multiple processing techniques can
be applied to the bending areas, including
laser, chemical, and physical methods
 T700/T800/M40 grade carbon fibers
provide enhanced performance
 Substantial weight reduction and better
performance than stainless steel
 The carbon fiber physical vapor deposition
(“PVD”) process reduces thickness
Titanium Alloy
Support Plate /H1100/H1100
Carbon Fiber
Support Plate –
Smartphone and
PC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Thermal Management Products and Solutions (Smart Electronics)
Leveraging copper, stainless steel, aerospace-grade titanium alloys and innovative composite
materials, we continue to advance VC thin-profile design and performance. We supply global
technology leaders with core thermal management products, including stainless steel VCs,
composite VCs, aerospace-grade titanium VCs and 3D dual-heat-source VCs. In addition, we
provide integrated thermal management solutions for smart electronics. Our thermal management
products and solutions maintain stable operating temperatures for enhanced efficiency and
reliability, delivering sustained performance and a seamless user experience.
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The following table sets forth an overview of our key thermal management products for smart
electronics:
Product Applications Key Features
Stainless Steel
VC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
VCs made from new materials
reduce weight and thickness
while maintaining strength, and
are used in high-end smartphones
and other AI-enabled devices to
lower chip temperature and
prevent performance degradation
 Superior strength of stainless steel,
achieving significant weight and thickness
reduction compared with traditional copper
VC
Steel-Copper
Composite VC /H1100
 First VC design integrating the smartphone
mid-frame and VC into a single component
 Integrated VC and mid-frame, significantly
enhancing overall system heat dissipation
and structural strength
Aerospace-Grade
Titanium VC /H1100/H1100
 Ultra-high specific strength and
lightweight properties, much lighter than
copper and stainless steel under the same
structural design
3D Dual-Heat
Source VC /H1100/H1100/H1100/H1100
Applied in flagship smartphones
for top domestic brands to cool
both the SoC and camera module
 Extra-large dual side wings and surface
providing expanded heat dissipation area
and improving heat dissipation efficiency
significantly
 3D raised structures improving heat
transfer efficiency
 Dual-loop ring pumps enabling
independent cooling for both the SoC and
the camera module
Hardware for AI Glasses and XR Devices
We are deeply engaged in the field of AI glasses, XR devices and wearables, focusing on the
R&D of core components and technologies for AR, VR, MR, and AI-enabled devices. With keen
insight into the evolution of smart electronics, we provide global technology leaders with key parts
such as soft functional components and injection-molded parts. By working closely with smart
electronics brands, we enhance our industry competitiveness and accelerate the adoption of
next-generation wearable technologies.
The following diagram illustrates the end-product categories in AI glasses and XR devices
supported by our products:
MR Equipment
AI Glasses
VR Headset
AR Glasses
VR Headset
Covers
XR Wireless Charging
Module
AI Glasses
Components
XR
Components
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The following table sets forth an overview of our key products for AI glasses and XR devices:
Product Application Key Features
AI and AR
Glass-related
Products /H1100/H1100/H1100/H1100/H1100
We provide lightweight AI and
AR glass-related products and
assembly services to customers
 Adjustable hinge for personalized fit
 Metal insert molding for structural strength
VR Headset
Covers /H1100/H1100/H1100/H1100/H1100/H1100
A high transmittance product for
VR headsets
 Rich color options and enhanced visual
clarity
 20-layer film stack for multi-angle, multi-
band transmission
 High surface precision meeting strict
environmental tests
XR Components /H1100Wearable components supplied to
XR customers
 Strong, flexible structures for wearable
applications
 Advanced manufacturing technologies
including flexible material integrated hot
and cold press molding technology,
automated edge wrapping and multi-layer
bonding, heteromorphic forming and self-
developed thermal cutting technology, and
5-axis laser cutting and dispensing systems
XR Wireless
Charging
Module /H1100/H1100/H1100/H1100/H1100/H1100
Wireless charging module for
XR devices
 Adaptive coupling design method and
waterproof and dustproof design
 Low-power standby and coil selection
logic
Wireless Earphone
Component and
Structural
Components /H1100/H1100/H1100
Precision hinge for wireless
earphone shells and structural
earphone components providing
appearance and functional
support
 Enables smooth opening, closing and
rotation
 Supporting complex structures in compact
space with high mold precision
 3D cooling channel design
Imaging and Displays
We are a leading provider of imaging and display components and modules, committed to
delivering products that combine advanced functionality, refined design and reliable quality. Our
products have been incorporated into multiple flagship smartphones of global technology leaders,
and we continue to evolve our offerings in tandem with our customers’ product iterations to meet
growing demand for superior imaging performance. Our precision functional components are
widely used in smartphones and are increasingly expanding into other smart electronics. We also
supply advanced display-related modules that serve as critical interactive interfaces for intelligent
devices. Our products are designed to enhance the overall user experience across smartphones and
tablets. By focusing on quality and reliability, and by closely collaborating with customers on
development and iteration, we are able to strengthen product differentiation and enhance
competitiveness in the marketplace.
The following table sets forth an overview of our key products for imaging and displays:
Product Application Key Features
Smartphone Top
Module /H1100/H1100/H1100/H1100/H1100/H1100
Core modules for smartphone
displays
 Strong impact resistance and waterproof
 High-precision lamination and curing
ensure dimensional accuracy and structural
strength
Smartphone
Camera
Module /H1100/H1100/H1100/H1100/H1100/H1100
Structural component securing
the camera module
 Vibration prevention for stable imaging
performance
 Control of high thin-wall flatness
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Sensors and Sensor-related Components and Modules
We are engaged in the development and production of precision components and modules for
sensors, serving diversified smart electronics, including smartphones, laptops and keyboards. By
combining advanced materials, automated manufacturing processes and strict quality control, we
deliver reliable, high-performance products that enhance device functionality, durability, and user
experience.
The following table sets forth an overview of our key sensors and related components and
modules:
Product Application Key Features
Keyboard
Module /H1100/H1100/H1100/H1100/H1100/H1100
A key module for laptop  High assembly precision and durability,
end-to-end one-stop processing with no
intermediate steps
Laptop Touch
Module /H1100/H1100/H1100/H1100/H1100/H1100
Touch panel module supporting
multi-touch gestures and
pressure-sensitive interaction
 Enables realistic haptic feedback
 3D Touch technology with linear motor
vibration simulation
 Precise differential control
Power Supply (Smart Electronics)
Our power supplies for smart electronics are engineered to deliver consistent, efficient and
long-lasting performance across a wide range of electronic devices. The following table sets forth
an overview of our key power supplies:
Product Application Key Features
Miniaturized GaN
Charger /H1100/H1100/H1100/H1100/H1100
Fast charger for laptops, tablets,
and smartphones
 Applied across multiple devices, meeting
PD3.1 standard for latest laptop fast-
charging
 Compact size with wide-voltage input,
hybrid transformer design combining
planar high-frequency performance with
traditional winding compactness
 Thermal simulation optimized for
temperature control
 Simplified structure using one mainboard
and one daughter card for standardized,
stable production
High-Power
Adapter /H1100/H1100/H1100/H1100/H1100
Power supply for computers and
other terminals
 Multi-port PD charging with dynamic
current allocation
 Planar transformer design for improved
efficiency and EMC shielding
 Flat-wire inductor winding for stable
impedance and efficient filtering
performance
Materials
We are committed to the advancement of composite and functional materials that are critical
to the performance, reliability and miniaturization of next-generation smart electronics. Our
capabilities span research, design and large-scale production of high-precision materials essential
to smart electronic manufacturing, including carbon fiber composites, protective films, foams, tapes
and magnetic materials. These materials are functionally categorized into three primary types: (i)
electronic functional materials, which possess physical properties such as electrical, magnetic,
acoustic, optical and thermal characteristics and are directly involved in signal detection,
transmission and processing, (ii) composite materials, and (iii) process and auxiliary materials,
which are integral to the manufacturing workflows of smart electronics components and substrates.
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Among these, carbon fiber composite materials represent a core strategic material with
irreplaceable applications across smart electronics, including XR devices, foldable smartphones and
smart mobility. Carbon fiber composites are increasingly replacing conventional metal materials in
structural components due to their superior strength, corrosion resistance and ability to enable
integrated molding. These materials combine the high-performance characteristics of carbon,
including high tensile strength, low density and high stiffness, with the flexibility and plasticity of
textile fibers.
Robots
Building on years of experience in precision manufacturing, we have developed
comprehensive capabilities across the full robotics value chain, from the R&D of core components
to the assembly and testing of robotic systems. In addition to external sales, we deploy our robots
on our production lines to enhance internal manufacturing efficiency and precision. With a growing
portfolio of robotics-related patents and proven industrial application experience, we are well-
positioned to capture emerging growth opportunities in the robotics sector. Our current robot
portfolio includes two major product lines, humanoid robots and robotic components and modules.
Xing ZheLing YueLing Long
 Lin
g
 Y
ue
Y
Li
n
g L
o
ngPan Shi
Humanoid Robots
Our humanoid robot business combines independent development and manufacturing of core
components and functional modules with assembly services for humanoid robots in collaboration
with leading industry partners. We maintain in-house capabilities for key components such as
reducers, joint modules, dexterous hands, motors, sensors, thermal management and charging
systems, enabling us to support the large-scale commercialization of humanoid robotics and capture
value across the supply chain.
The following table sets forth an overview of our key humanoid robots:
Robot Series Application Key Features
Ling Long
(Winner of
World
Humanoid
Robot Games in
Sorting &
Handling) /H1100/H1100/H1100/H1100
Precision handling (trays, jigs,
small products), electronics
assembly and AOI
 Compact and lightweight design enabling
high-speed and agile motion
 High dual-arm payload
 High single-arm repeat positioning
accuracy
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Robot Series Application Key Features
Pan Shi (Winner
of World
Humanoid
Robot Games
“Material
Organizing”
competition
(third place)) /H1100/H1100
Heavy-duty logistics for
palletizing and large boxes,
industrial processing and heavy
assembly
 Industrial-grade strength with stable and
reliable performance
 High dual-arm payload
 High repeat positioning accuracy
 Equipped with laser radar navigation
Ling Yue /H1100/H1100/H1100/H1100/H1100/H1100Industrial assembly, inspection,
service scenarios including
household chores, cooking and
cleaning
 Multi-scenario adaptability with faster
motion speed for rapid response
 Natural human-robot interaction
 3D vision and robotic visual guidance with
high accuracy
 V oice module and face recognition for
natural interaction
 Equipped with laser radar navigation
Xing Zhe /H1100/H1100/H1100/H1100/H1100/H1100Commercial exhibitions,
reception, enterprise knowledge
services, retail and production
scenarios
 Customizable size and gestures and action
reinforcement learning platform
 V oice module and face recognition with
multi-language support
 Self-developed 7-axis humanoid arms with
dual-arm coordination
 Anti-fall design and obstacle avoidance for
safety
Robot Components and Modules
The following diagram illustrates our product offerings in robots:
Head Assembly |
Structural Components
Major Functional Modules |
Thermal Management, Fast Charging, Dust and Water-proof
+
+
Hip Joint | Roller Screw, Encoder, Structural Components
Upper Arm | Roller Screw, Encoder, Structural Components
Forearm | Screw, Encoder, Structural Components
Elbow Joint | Reducer, Encoder,
Structural Components
Waist and Pelvis | Reducer, Encoder,
Structural Components
Hand | Reducer, Encoder,
Structural Components
Leg | Roller Screw, Encoder,
Structural Components
Foot | Structural
Components
Thigh | Roller Screw, Encoder,
Structural Components
Shoulder | Reducer, Encoder,
Structural Components
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
The following table sets forth an overview of our key components and modules for robots:
Product Application Key Features
Planetary Roller
Screw /H1100/H1100/H1100/H1100/H1100/H1100/H1100
Converts rotary motion to linear
motion in humanoid joints and
actuators
 High load capacity
 Uses threaded rollers for smooth motion
transfer
 No relative axial displacement between
rollers and nut/screw, with rollers
circulating repeatedly in closed space
 Motion and power transmitted via
rolling/sliding friction
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Product Application Key Features
Harmonic
Reducer /H1100/H1100/H1100/H1100/H1100
Widely used in industrial robots
under 10kg load
 Operates stably in sealed or radiation
environments
 Multi-tooth engagement at 180° positions
for high accuracy
 Significantly reduced volume and weight
compared with conventional reducers
 Low relative sliding speed ensures stable
load capacity
CSV Reducer /H1100/H1100/H1100Advanced RV-type reducer for
Delta, selective compliance
assembly robot arm (“SCARA”)
and six-axis robots
 Compact structure with low noise
 High precision with high-accuracy bearings
 Full engagement of pins and cycloid gears
for rigidity
Humanoid Robots
Joint Modules /H1100
Multiple flagship products
providing full motion coverage
for humanoid robots
 Lightweight design
 High durability and impact resistance
 Deeply customized bearings
 Hollow structure for internal wiring
Dexterous Hand
(3C Precision) /H1100
Humanoid robot end-effector,
designed for 3C precision
manufacturing scenarios such as
loading and unloading, product
inspection, packaging, and
precision assembly, enabling
human-like hand operations.
 Lightweight, high freedom (16 DOF) and
human-like design
 Finger control accuracy with long service
life
 Standardized interface compatible with
mainstream humanoid robots and cobots
Coreless Motor /H1100/H1100Drives dexterous hands and high-
precision parts across robots,
medical devices, industrial
automation and smart electronics
 High power density
 High efficiency with fast response
 46 precision components with strict
dimensional tolerances
Force Sensor /H1100/H1100/H1100/H1100Installed at joints or end-
effectors for safe gripping and
manipulation
 High sensitivity
 Ensuring safe and precise operation
 Real-time measurement of applied force
and torque
Six-Axis Robotic
Arm Joint
Modules /H1100/H1100/H1100/H1100/H1100
Enabling rotation, bending, and
extension of the arm
 Providing a full range of essential modules
for six-axis robotic arms, covering forearm
and rear arm joints, base and upper arm
drive shafts, wrist mechanisms, end
rotation shaft, and joint base
Thermal
Management
Module /H1100/H1100/H1100/H1100/H1100
Cooling for AI processors and
joints
 Ensures stable performance
 Dual VC and hotspot integration design
 Improved GPU cooling
 Reduced CPU delta
Enterprise Server Hardware
We have established a strong position in enterprise servers through our long-standing
expertise in thermal management and power management, together with our capabilities in
precision manufacturing and product solutions. We deliver high-performance components and
modules that meet the stringent demands of global data centers and enterprise systems. Our
vertically-integrated operations, spanning advanced materials development, automated
manufacturing and quality assurance, enable us to deliver scalable, energy-efficient and highly
reliable solutions.
Thermal Management (Enterprise Servers)
We deliver advanced thermal management products and solutions for GPUs and CPUs in
enterprise servers. With proprietary heat pipe and VC technologies, we supply thermal management
modules for high-end GPUs of leading computing companies and used the Feather-Copper Bionic
Nano Cooling for lightweight, high-efficiency performance. Our latest innovation, the multi-axis
cavity thermal management module Big MAC, outperforms traditional 3D VC solutions under high
power density while reducing costs and improving production efficiency.
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The following table sets forth an overview of our key thermal management products and
solutions for enterprise servers:
Product Applications Key Features
GPU Thermal
Module /H1100/H1100/H1100/H1100/H1100/H1100
Applied in AMD RADEON
RX9070XT
 Designed to support power consumption
requirements for mid- to high-end AI
inference and graphics processing
applications
 Equipped with multiple heat pipes and
reinforced fin structures to effectively
handle sustained high-load operation,
suitable for edge smart electronics and
professional workstations
Liquid Cooling
Thermal
Module /H1100/H1100/H1100/H1100/H1100/H1100
Providing cooling solutions for
leading customers
 High liquid-cooling heat transfer efficiency
capable of reliably removing nearly one
kilowatt of heat
 Manufacturing process validated for
airtightness and reliability
High-Performance
GPU Cooling
Solution /H1100/H1100/H1100/H1100/H1100
Designed for high-end GPUs to
ensure rapid heat transfer and
stable cooling performance
 Maintaining optimal GPU performance
during high-power operations
 Providing consistent cooling in both
horizontal and vertical setups
 Feather-Copper Bionic Nano Cooling with
precisely-controlled copper fiber diameter
and length for effective heat dissipation
 Stronger capillary force and permeability
with stable heat dissipation under
sustained heavy load
Big MAC –
Multi-Axis
Cavity Cooling
Component /H1100/H1100/H1100
Applied to high-density
components in servers and
electronics
 Cost-effective alternative to 3D VC
 Multi-axis cavity design enabling heat
conduction for high-density components
 Applying optimized assembly process,
reducing material and manufacturing cost
significantly
 Adopting process automation, shortening
lead time and improving yield
GB200/GB300
Liquid Cooling
Modules /H1100/H1100/H1100/H1100/H1100
Qualified for supply to a leading
North American computing
customer for direct-contact liquid
cooling of GPUs/CPUs, enabling
efficient heat exchange and
stable cooling performance
 Direct-contact liquid cooling for
GPUs/CPUs
 Low thermal resistance and high heat
exchange efficiency
 Stable and efficient cooling solution for
high-density AI servers
 Optimized flow path design with high flow
rate and low pressure loss
Liquid Cooling
UQD/MQD /H1100/H1100/H1100
Qualified for supply to a leading
North American computing
customer, serving as core
connecting components for high-
density liquid cooling systems
used in high-computing-power
servers, with straight, angled and
mini structural forms
 Compatible with customers’ cold plate and
manifold liquid loop platforms
 MQD with manual locking mechanism and
foolproof design
 Supports high-density cooling connections
and efficient hot swapping
Inner Manifold /H1100/H1100Qualified for supply to a leading
North American computing
customer, designed as core liquid
loop distribution units within
trays to enable precise coolant
distribution
 Modular integrated manifold design
 Precision blind-mate quick disconnects and
optimized internal flow channels
 Even coolant distribution across multiple
GPU/CPU cold plates
 Low thermal resistance, low pressure drop
and zero leakage
 Dual parallel architecture for balanced
rack-level flow distribution
Rack Manifold /H1100/H1100Designed to connect cooling
loops with each server through
liquid cooling pipelines and
enable rapid mainline-to-
branchline connection through
quick disconnects
 High-density blind-mate quick disconnect
array
 Low flow resistance, high reliability and
zero-leakage protection
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Product Applications Key Features
Power Busbars /H1100/H1100Busbars, including flexible
copper busbars and gold-plated
copper busbars, designed for
high-current power transmission
and distribution in server power
systems to enable high-efficiency
and low-loss power transmission
 High-purity copper base material with high
conductivity and current-carrying capacity
 Product-specific designs for different
power transmission requirements
 Precision stamping, bending and surface
plating processes
 Flexible compensation capability for
thermal expansion and assembly tolerance
changes
Power Supply (Enterprise Servers)
We are engaged in the development and production of advanced power supplies for enterprise
servers, serving data centers and servers. With expertise in high-efficiency power conversion and
miniaturized design, we deliver reliable, high-performance products that enable higher power
density, improved energy efficiency and long-term operational stability.
The following table sets forth an overview of our key power supplies for enterprise servers:
Product Application Key Features
kW-Level High-
Power Cabinet /H1100
Power supply and monitoring
cabinets for electrolysis and grid
connection
 Modular, scalable design supports multiple
alternating current (“AC”) standards,
enabling power from kW to MW
 Supports industrial, transport and energy
applications
 LPC AC-DC module provides ancillary
grid services
 DCDC module fine-tunes hydrogen
production
 LTC cabinet enables remote monitoring
and UPS backup
Precision Assembly Solutions
Our premium assembly solutions transform upstream components into high-quality finished
products through precision engineering and automated production processes. With comprehensive
capabilities in structural design, advanced manufacturing and integrated assembly, we adopt
cooperation models including OEM, original design manufacturer (“ODM”) and joint design
manufacturing (“JDM”) to provide premium assembly solutions to leading global brands across
smartphone, tablet, laptop, AI glasses, XR device, wearable device and robotic sectors.
The following table sets forth a summary comparison of our respective roles in product
design, development and intellectual property arrangements under these three cooperation models:
Aspect OEM ODM JDM
Product Design /H1100/H1100We manufacture according
to customer
specifications
We conduct product design
based on customer
requirements
We and the customer
jointly conduct product
design through
collaborative
development
Product
Development /H1100/H1100
We are responsible for
manufacturing process
development and
engineering optimization
We lead the product
development process,
including structural
design, engineering
development and sample
validation
We and the customer
jointly conduct product
development, with both
parties participating in
R&D planning and
technical development
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Aspect OEM ODM JDM
Ownership of
Newly
Developed IPs /H1100
Typically owned by the
customer
Generally allocated based
on contractual
arrangements
Generally allocated based
on contractual
arrangements. In some
cases, the IP may be
jointly owned by us and
the customer or
allocated according to
contribution.
Level of Our
Involvement /H1100/H1100
Low to moderate
(manufacturing-focused)
High (design- and
development-led)
High (collaborative
development and shared
technical input)
The contractual terms for premium assembly solutions are negotiated on a case-by-case basis
depending on product complexity, development stage, customer requirements and commercial
considerations. A single customer may adopt different cooperation models for different products
under the same master or framework agreement. Through end-to-end vertical integration and
advanced manufacturing processes, combined with supply chain integration and large-scale
automation, we deliver reliable, scalable and design-driven services that support customer growth
in production, design and R&D.
Automotive and Advanced Air Mobility
Our automotive and advanced air mobility business focuses on high-precision structural
components and advanced lightweight materials that support the rapid growth of NEVs and
emerging aerial mobility.
In the automotive sector, we have established a comprehensive portfolio of power battery
structural components, including prismatic and cylindrical cell housings (steel and aluminum), top
covers, cover plates, explosion-proof valves, positive and negative soft connections, busbars,
flexible connectors and injection-molded parts. These products perform critical functions such as
energy transmission, electrolyte containment, safety protection, structural support and exterior
finishing, while offering connectivity, shock resistance, heat dissipation, corrosion resistance,
anti-interference and anti-static properties. We are also expanding our presence in automotive
drivetrain components in response to the industry’s ongoing transition toward lightweighting,
electrification and intelligent mobility. Leveraging our core technologies, including welding and
rotary-forged hollow tube solutions, we are able to achieve significant weight reduction in
transmission system components while maintaining high strength and reliability.
In the advanced air mobility sector, we have achieved a breakthrough in carbon-fiber rotor
blade technology, adopting thermoset unidirectional carbon fiber combined with a lightweight
sandwich structure. This innovation significantly reduces blade weight while enhancing strength,
rigidity, stability and resistance to harsh environments, and has already been applied in agricultural
and transport aerial vehicles for leading customers. Combining advanced materials, structural
innovation and precision manufacturing, we are building a differentiated competitive advantage in
both automotive and advanced air mobility markets.
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The following table sets forth an overview of our key products for automotive and advanced
air mobility:
Product Application Key Features
Power Battery
Housing /H1100/H1100/H1100/H1100/H1100
Providing fixation and full
sealing for NEV electrochemical
systems
 High strength, corrosion resistance,
thermal and electrical conductivity
 Lightweight design reduces overall battery
weight
 Automated loading and unloading
Power Battery
Busbar /H1100/H1100/H1100/H1100/H1100/H1100
Connects battery top cover
terminals with internal cell tabs
in NEV batteries
 Excellent conductivity
Power Battery Top
Cover /H1100/H1100/H1100/H1100/H1100/H1100/H1100
Critical NEV battery component
providing sealing and electrical
terminal function
 Over-pressure, explosion and over-current
protection
 High strength and hardness with reduced
thickness, withstanding mechanical stress
and vibration
 Proprietary patented structure avoids
aluminum wire debris
Carbon Fiber
Rotor Blades /H1100/H1100
Lightweight, high-strength
propellers for low-altitude aerial
vehicles
 Lightweight, strong, stable under harsh
conditions
 Rapid heat cycle molding
 Precision ply design for low-cost, high-
strength blades
 Thermoset unidirectional carbon fiber with
sandwich design
High-efficiency
Aircraft
Charging
System /H1100/H1100/H1100/H1100/H1100/H1100
Suitable for large low-altitude
aircrafts
 Wide-range single-phase input and stable
high-power DC output with continuous
operation
 High efficiency under typical load
conditions and incorporates comprehensive
protection features against various
charging abnormal events
 Reliable performance across a broad
operating temperature range
Drive Shaft
Assembly /H1100/H1100/H1100/H1100
Transmitting power from the
engine or electric motor to the
drive wheels while
accommodating steering and
wheel travel
 Lightweight and high-efficiency joint
design
 Hollow shaft structure for reduced weight
 Enhanced NVH performance for smoother
driving
Propeller Shaft /H1100/H1100Transmitting power from the
transmission to the rear
differential through rotational
motion
 Durable interface design for high-load
conditions
 Stable welding quality and structural
reliability
 Dynamic balancing for lower vibration and
noise
Instrument Panel
Assembly /H1100/H1100/H1100/H1100
Serving as a core interior module
integrating safety, vehicle control
and passenger comfort functions
 Integrated passive safety and airbag carrier
functions
 Advanced decorative finishing
technologies
 Lightweight and sustainable material
solutions
 Smart electronic integration for enhanced
cabin functionality
Door Trim Panel
Assembly /H1100/H1100/H1100/H1100
Serving as a highly integrated
interior module on the inner
door, combining safety,
functionality, comfort and user
interaction
 Highly integrated modular design
 Lightweight construction with efficient
assembly
 Advanced decorative surface treatment
technologies
 Smart electronic integration for enhanced
user functionality
Other Applications
Beyond our core businesses in electronic devices and automotive and advanced air mobility,
we have established additional offerings that extend our precision manufacturing and system
integration capabilities into high-growth sectors. These businesses demonstrate the scalability of
our technology platform and our ability to capture opportunities across diversified markets.
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As a representative example, our clean energy business focuses on contract manufacturing
services for micro photovoltaic (“PV”) inverters, serving energy technology companies. We have
strong capabilities in production assembly and product design, enabling us to flexibly and
efficiently adjust designs to meet customer specifications and delivery schedules. Our micro-
inverter products feature fully digital control, scalability for higher power output, waterproof
functionality and compliance with applicable safety requirements. Powered by proprietary MPPT
technology, they deliver high conversion efficiency, reliability and long service life. Leveraging our
expertise in lean, automated and intelligent manufacturing, we have become a trusted partner for
global well-known customers in the photovoltaic sector.
OUR BUSINESS PROCESS
We maintain a flexible business model and ensure agile response to customer needs. Through
cross-departmental collaboration across sales, engineering, production and quality control, we
address customized requirements in a cost-efficient manner while maintaining high quality
standards. We work closely with our customers throughout the entire business cycle, providing
technical expertise and industry insights at every stage.
Our business process generally involves the following stages:
 Market Insight and Demand Definition: Leveraging our modular platform, deep domain
expertise and proprietary technology, we proactively identify industry trends and
customer pain points. By analyzing technological developments and combining them
with customers’ product roadmaps, we provide professional advice on product design
direction and material selection.
 Solution Design and Technical Proposal: Based on identified requirements, we develop
innovative or optimized solutions, including new product development or process
improvements. Our engineering and R&D teams collaborate with customers to define
specifications, ensure manufacturability and balance cost-performance through multiple
simulation scenarios.
 R&D and Design V erification: We utilize advanced tools for full lifecycle management
of design data, reducing trial-and-error costs. We produce prototypes and conduct
reliability testing and certification validation to ensure product performance and
compliance.
 Manufacturing and Delivery: Our production system, supported by manufacturing
execution system (“MES”) and AOI technologies, enables seamless transition from
prototyping to mass production. Real-time process monitoring ensures transparency,
on-time delivery and consistent quality across complex, multi-process manufacturing
lines.
 After-sales Service: Beyond delivery, we provide technical support and after-sales
services to assist customers in product application and performance optimization,
ensuring long-term customer satisfaction.
OUR GLOBAL PRESENCE
As of December 31, 2025, we had 80 regional hubs, including 64 in Chinese Mainland and 16
located overseas. This global footprint enables us to leverage local talent and technological
advancements, provide close support to customers in diverse markets, allocate R&D and production
resources dynamically and deliver solutions aligned with evolving customer needs.
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The following diagram illustrates our presence in key regions:
TX, USA
Manaus, Brazil
Grenoble, France
Istanbul, Turkey
Finland
Noida, India
Chennai, India
Bac Ninh, Bac Giang,
Thai Nguyen, Vietnam
Singapore
•
South China: Shenzhen/Dongguan/Jiangmen/Ningde/Xiangtan
• R&D Center
• Manufacturing Plant
Taiwan, China
•R & DC e n t e r
Hong Kong, China
•R & DC e n t e r
• Manufacturing Plant
East China: Suzhou/Dongtai/Yangzhou/
Changzhou/Cixi/Hefei/Wuhu/Anqing
Zhengzhou, China
Chengdu, China
•
Regional Office•
Manufacturing Plant
•R & D C e n t e r
Guilin, China
South Korea
•
Manufacturing Plant•
Shanghai, China
Manufacturing Plant•
Manufacturing Plant•
Manufacturing Plant•
Manufacturing Plant•
Manufacturing Plant•
R&D Center
Regional Office
•R & D C e n t e r
• Manufacturing Plant
Manufacturing Plant•
Manufacturing Plant•
Chonburi, Thailand
R&D Center
Manufacturing Plant
•
•
Manufacturing Plant•
Manufacturing Plant•
Manila, the Philippines
Manufacturing Plant•
Ningbo, China
•R & DC e n t e r
• Manufacturing Plant
As of December 31, 2025, we served over 4,000 customers across over 30 countries and
regions. After years of cooperation, we have formed long-term and stable relationships with the
customers we serve, and we have become strategic partners with many of our major customers. By
providing equipment support and discussing design concepts together, we have been involved in the
early product development stage of our major customers. They would also discuss with us product
R&D, manufacturing process design, production site planning, R&D personnel, project
management and other aspects two to three years before demand for mass production crystallizes,
so as to reach a stable and win-win strategic partnership. Apart from the solid and long-term
business relationships with major customers, we actively expand our new customer bases through
various marketing strategies.
The following table sets forth the breakdown of our revenue by geographic areas for the years
indicated:
For the year ended December 31,
2023 2024 2025
Amount
%o f
revenue Amount
%o f
revenue Amount
%o f
revenue
(RMB in thousands, except for percentages)
Chinese Mainland /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,055,770 70.4 27,506,969 62.1 27,528,495 53.5
Overseas
– Asia (excluding Chinese
Mainland)
(1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,998,832 11.7 9,629,757 21.8 12,963,885 25.2
– North America (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,678,302 10.8 5,137,676 11.6 8,759,688 17.0
– Europe (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,706,453 5.0 1,272,497 2.9 1,294,607 2.5
– Others (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100714,660 2.1 712,634 1.6 882,269 1.8
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,098,247 29.6 16,752,564 37.9 23,900,449 46.5
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,154,017 100.0 44,259,533 100.0 51,428,944 100.0
Notes:
(1) Primarily includes India, Vietnam, Hong Kong and Taiwan.
(2) Primarily includes the United States.
(3) Primarily includes the United Kingdom, Turkey, Ireland and Germany.
(4) Primarily includes Brazil.
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MANUFACTURING
Intelligent Manufacturing
Building upon years of technological accumulation in CNC and automation equipment, we
have established a digital, intelligent manufacturing system that deeply integrates AI, robotics and
automation technologies into industrial production solutions. Leveraging our self-developed
multi-category, multifunctional CNC and automation equipment, we are committed to developing
intelligent production workshops and modern smart factories that are internationally competitive
and featuring a high degree of automation, operational efficiency and manufacturing intelligence.
Our intelligent manufacturing philosophy centers on the “One Core, Four Transformations”
strategy, with technology as the central driver and a disciplined focus on lean management,
digitalization, automation and sustainability. Through the continuous integration of AI and
collaborative robotics into our production systems, we have realized end-to-end automation
covering manufacturing, transportation, inspection and packaging. These efforts have significantly
lowered production costs, enhanced operational flexibility and precision, and strengthened our
capability to rapidly respond to customer demands and product iteration needs.
In parallel, we actively invest in the R&D and application of frontier robotics technologies,
continuously upgrading our intelligent production solutions. By embedding AI-driven control
algorithms and robotic innovation into key manufacturing nodes, we have strengthened our smart
automation capabilities across process control, data analytics and adaptive optimization. This
enables us to maintain a high degree of automation and precision throughout the production
lifecycle, from raw material input to finished product output.
Robotic Solutions for Automated Manufacturing
As part of our manufacturing operations, we have integrated a diverse range of robotic
solutions to drive automation, efficiency and digital transformation across production lines.
Leveraging our self-developed control systems and long-standing expertise in automation, these
robots are deployed both for our own automated production needs and for customer applications.
Since 2008, we have engaged in the R&D and manufacturing of automation equipment for the smart
electronics industry, with our products applied to major customers’ production lines since 2009.
Over time, we have introduced multiple product series, including the Delta robot “ Banjiu ”
launched in 2009, the “ Little Q ” robot launched in 2015, the “ Double D ” and “ Qiaoshou ” robots
launched in 2018, and the bionic dual-arm robot “ Youjia” launched in 2023, which was later
upgraded to a wearable exoskeleton teaching device in 2024. These robotic solutions are widely
applied in industrial production environments to enhance automation, improve efficiency, reduce
labor intensity and support the digital transformation of manufacturing.
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The following graphics sets forth our self-developed industrial robots:
“Youjia” Bionic Robot “ Little Q” Robot “ Qiaoshou” Robot “ Double D” Robot “ Xiaoma” Robot “Banjiu” Robot
Our Manufacturing Process
We adhere to the spirit of craftsmanship, placing refined production and quality control at the
core of our operations. We strictly manage every stage of the manufacturing process and have
established industry benchmarks in quality, process and technology. To meet the customized
procurement needs of internationally-renowned smart electronics brand customers and their
designated upstream suppliers, we primarily adopt a “make-to-order” production model. This
enables us to formulate reasonable production schedules in accordance with customer requirements
and ensure efficient and timely delivery.
In the course of manufacturing, we rely on automated production equipment, component batch
traceability systems, AI-based optical inspection and centralized monitoring of order materials
through our Enterprise Resource Planning (“ERP”) system to achieve multi-dimensional data
analysis and optimize resource allocation. We have also developed proprietary MES and WMS
platforms, which enable multi-system interaction, equipment interconnection and standardized
factory management, thereby improving efficiency and reducing costs.
We continue to invest in R&D resources and advanced production equipment to enhance
innovation in precision mold design, materials application and production processes. At the same
time, we closely monitor frontier technologies in robotics, integrating AI and robotics R&D into our
automation solutions. Supported by our self-developed CNC and automation equipment, we are
committed to building intelligent production workshops and modern smart factories.
Manufacturing Plants
The following table sets out the capacity information of our manufacturing plants by
geographical location and application scenario for the years indicated:
As of/for the year ended December 31,
2023 2024 2025
Number of plants /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044 44 63
China /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037 37 55
Asia (excluding China) (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100334
America (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100222
Others (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100222
Smart Electronics
Products (pcs) (6)
Production capacity
(pc in thousands) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110054,765,945 58,829,501 69,616,857
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As of/for the year ended December 31,
2023 2024 2025
Production volume
(pc in thousands) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110043,519,233 50,129,682 60,129,967
Utilization rate (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079.5% 85.2% 86.4%
Products (sets) (7)
Production capacity (set in thousands) /H1100/H1100/H1100/H1100/H110079,693 52,475 44,449
Production volume (set in thousands) /H1100/H1100/H1100/H1100/H1100/H110084,979 55,137 46,632
Utilization rate (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100106.6% (5) 105.1% (5) 104.9% (5)
Products (tons) (8)
Production capacity (ton) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100250,819 252,425 231,828
Production volume (ton) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100299,395 306,166 295,597
Utilization rate (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100119.4% (5) 121.3% (5) 127.5% (5)
Automotive and Advanced
Air Mobility (9)
Production capacity
(pc in thousands) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,113,791 1,360,686 2,124,413
Production volume
(pc in thousands) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100805,565 1,286,385 1,670,069
Utilization rate (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110072.3% 94.5% 78.6%
Notes:
(1) Including India and Vietnam.
(2) Including Brazil and the United States.
(3) Referring to France and Turkey.
(4) The utilization rate represents the total production volume divided by the production capacity.
(5) The production capacity is calculated assuming the operation of 20 hours per day for six days a week. The
utilization rate exceeded 100% as we increased the shift arrangements of manufacturing staff to meet
production targets and fulfill the market demand for products, resulting in the production volume exceeding
the production capacity.
(6) Mainly represent components and modules for sensors, XR wearables, and imaging and displays.
(7) Mainly represent thermal management related products. All products are manufactured in China.
(8) Mainly represent materials. All products are manufactured in China.
(9) All products are manufactured in China.
Our manufacturing footprint is primarily anchored in China, which serves as our core and
most diversified production base, supporting a broad range of electronic devices, including imaging
and display, materials, thermal management, sensors and related components and modules,
precision assembly and AI glasses and XR devices, as well as our offerings used for automotive and
advanced air mobility industries. Outside China, our overseas manufacturing plants primarily
operate as complementary and more specialized production bases. Our Brazil facilities focus mainly
on battery and power supply products, our Vietnam facilities primarily manufacture materials and
undertake related precision assembly, and our India facilities produce battery and power supply
products as well as selected imaging and display products. Overall, while certain product lines are
supported by multiple regions, China remains the principal hub with the broadest product coverage
and manufacturing capabilities.
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The following table sets forth the capacity information of our smart-electronic-related
products in pieces by major geographical locations:
For the year ended December 31,
2023 2024 2025
Production capacity
(pc in thousands)
China /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110054,290,786 58,401,975 68,785,339
Asia (excluding China) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100455,250 407,246 808,345
America /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,909 20,280 23,173
Production volume
(pc in thousands)
China /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110043,117,342 49,749,951 59,543,613
Asia (excluding China) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100384,298 358,699 561,396
America /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,593 21,032 24,958
Utilization rate
China /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079.4% 85.2% 86.6%
Asia (excluding China) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110084.4% 88.1% 69.4%
America /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110088.4% 103.7%
(1) 107.7% (1)
Note:
(1) The utilization rate exceeded 100% as we increased the shift arrangements of manufacturing staff to meet
production targets and fulfill the market demand for products, resulting in the production volume exceeding
the production capacity.
We are currently constructing two manufacturing plants in Shenzhen and Dongguan,
Guangdong Province, as part of our strategy to increase the proportion of manufacturing capacity
at our self-owned plants, thereby enhancing our ability to manage and control manufacturing and
operating costs. Our Shenzhen manufacturing plant has completed the main construction works in
2025 and is undergoing interior fit-out. Production lines and equipment have not yet been installed.
It is expected to start mass production in the second half of 2026. Our Dongguan manufacturing
plant has completed its first phase of construction and is expected to start mass production in the
second half of 2026. The second phase of construction is expected to be completed in the first half
of 2026. Following the installation of production lines and equipment, the mass production is
expected to commence in the second half of 2026. The third and fourth phases of construction are
expected to be completed in 2027.
Production Machinery and Equipment
Our manufacturing facilities are equipped with advanced machinery and high-quality auxiliary
systems that support a wide range of production processes, including die-cutting, stamping, CNC
machining, welding, polishing and precision testing. Core equipment includes die-cutting machines,
circular cutters, punches, laser welding machines and CNC machine tools. We own over 99% of the
machinery and equipment used in our production processes, a majority of which is sourced from
reputable suppliers in Chinese Mainland, Japan and Germany. We maintain multiple supplier
relationships for our manufacturing equipment to avoid reliance on any single source. Our
long-term partnerships ensure a stable and reliable supply chain.
In addition to third-party-sourced production equipment, a key differentiator in our operations
is our ability to develop and produce specialized automation equipment in-house, including
automated auxiliary material lamination machines, copper nail riveting machines, copper shrapnel
welding machines, automated assembly lines and automated inspection equipment for structural
components. These systems perform high-precision tasks such as lamination, riveting, spot welding,
touch testing and structural assembly, significantly improving production yield and operational
efficiency. During the Track Record Period, such automation equipment accounted for 12.8%,
13.0% and 15.9% of the carrying amount of the addition of our machinery and equipment,
respectively.
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To meet evolving customer requirements and maintain cost efficiency, we continuously
upgrade and optimize our existing machinery through internal R&D and functional improvements.
During the Track Record Period and up to the Latest Practicable Date, we did not experience any
major production disruptions due to equipment failure or process interruptions.
To enhance flexibility and access to the latest manufacturing technologies, less than 1% of our
equipment is leased through operating leases. These leases grant us full usage and management
rights, along with a pre-emptive right to purchase the leased equipment. This approach helps reduce
fixed asset expenses while increasing equipment utilization and keeping pace with technological
advancements.
OUR TECHNOLOGIES
We are, at heart, a technology-driven enterprise where our innovations extend beyond
individual products to encompass integrated manufacturing solutions. We believe our true value lies
in our technological strengths in automation, collaborative engineering and sustainability in
manufacturing. These capabilities enable us to accelerate product innovation, transforming
early-stage prototypes into scalable, market-ready solutions.
Our Core Technologies
AOI System with Real-Time Feedback and Adjustment
We have developed an AOI system with real-time feedback and adjustment based on
proprietary hardware and software. Our AOI system incorporates deep learning algorithms and
contour-based edge detection to identify defects with high accuracy, reducing both false acceptance
and false rejection rates. The system is designed to achieve zero missed detection of functional
defects and supports a non-contact inspection process. To accommodate products of different
shapes, materials and reflective properties, we have designed a proprietary lighting system that
allows for customized illumination solutions, including the use of filters, dark-field microscopy,
variable angles and colors of lighting.
Integrated Die-Cutting Production Line
Our die-cutting production lines are designed to process multiple types of materials
simultaneously, enabling the production of complex products with high efficiency. The production
line incorporates two major technological innovations:
 The nested cutting process allows the waste material generated from producing
large-sized products to be utilized for producing smaller-sized products in real time. This
design enables a single material roll to be cut into two different shapes, thereby
maximizing material utilization and reducing waste, while imposing higher requirements
on quality control throughout the process.
 Non-stop material change module eliminates the need to halt production when replacing
raw materials, waste rolls or finished product rolls. This breakthrough significantly
improves equipment utilization, doubling the operational efficiency compared to
conventional die-cutting equipment that requires downtime for material replacement.
In addition to these innovations, we have implemented a recycling and re-pelletizing process
for resin-based raw material waste generated during conventional die-cutting. Through a process of
crushing, pelletizing and film drawing, the waste material can be reused, reducing raw material
consumption and supporting sustainable production practices.
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High-Speed Precision Stamping Technology
High-speed precision stamping technology addresses one of the key challenges in stamping
processes — achieving both high speed and high precision. This technology integrates advanced
equipment, die processing, die design and intelligent control systems to enable efficient mass
production of precision components while reducing the need for multiple die developments. Our
high-speed stamping machines operate faster than conventional stamping presses, with stability
ensured through specialized die design, precision die processing and a comprehensive maintenance
system. To complement high-speed stamping, we have developed a high-speed packaging system
that incorporates AOI for dimensional and appearance checks and adopts non-stop material change
technology. The combination of high-speed stamping and high-speed packaging enhances overall
production efficiency. This technology has been widely applied in the manufacturing of components
for smart electronics, connectors and automotive parts, offering advantages such as reduced labor
costs through one-operator-multiple-machine operation and improved production efficiency.
Continuous Stamping Production Line
Our continuous stamping production line is a highly automated and space-efficient
manufacturing solution widely applied to small-sized stamped components and products requiring
welding or lamination assembly. The line integrates multiple processes, including strip stamping,
cleaning, welding, inspection and blanking, into a single continuous flow, with AOI inspection and
tray packaging completed within the same area. The configuration of workstations can be flexibly
adjusted according to product requirements. By connecting all processes through continuous strip
feeding, the line eliminates intermediate storage and logistics, enabling real-time quality feedback
and control, improving product consistency and reducing labor requirements.
The production line incorporates several technological innovations. We have developed a
recycling cleaning system to reduce water and cleaning agent consumption during the cleaning
process. Used water is collected through a dedicated pipeline and transported to a central treatment
system for filtration before being recirculated back to the cleaning machines. In addition, a
three-layer vertical cleaning machine improves cleaning efficiency by three times while reducing
equipment footprint. This system significantly reduces water consumption, cleaning agent usage
and floor space. Furthermore, we have introduced modular welding equipment to enhance the
versatility of automation systems. When switching from one product to another, only partial
modules need to be replaced, substantially reducing line changeover time, improving equipment
utilization and lowering capital investment. The modular design concept has also been extended to
inspection and packaging equipment, further improving standardization across the production line.
The continuous stamping line achieves a high level of automation, minimizes manual
intervention and ensures consistent product quality. By integrating AOI inspection and packaging
within the production flow, the system eliminates intermediate handling, reduces costs and enhances
overall production efficiency.
Unmanned Green Anodizing Production Line
Our CNC workshop is equipped with AGVs and robotic systems to manage production flow
in an orderly manner. AGVs automatically perform CNC loading and unloading operations by
removing finished products from machines and replacing them with new workpieces under the
guidance of data signals. AGVs also handle tool replacement and retrieval, with fixture loading and
tool changes executed precisely under the production management system, significantly improving
equipment utilization. In addition, our CNC intelligent workshop features an automated one-click
measurement laboratory. Previously, each measuring machine required an operator to measure parts
manually. With the upgraded one-click measurement technology, AGVs now perform automatic
clamping for measurement, improving the utilization of inspection equipment. Upon completion,
measurement data is automatically transmitted to the production management system for analysis,
enabling automatic compensation of machining parameters, which shortens machine adjustment
time and reduces technical resource requirements.
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Our fully automated anodizing production lines are capable of real-time formula monitoring
and chemical and wastewater recycling through a closed-loop cleaning system, significantly
reducing water and energy consumption. The line integrates advanced recovery systems, including
APU for sulfuric acid and DPU with evaporators for phosphoric acid, which stabilize process
parameters, reduce acid consumption, lower production costs and minimize waste discharge. The
anodizing workshop operates with a large number of AGVs running in synchronization to minimize
human contact with products. AGVs interface with loading and unloading equipment during product
transfer between production lines, and, together with robotic arms, complete the transfer of
anodized products from the anodizing line to the automated loading and unloading line. The entire
anodizing process has achieved automated loading, unloading, and turnover, ensuring higher
product quality without manual intervention. Additionally, the green anodizing workshop has
established a comprehensive environmental management system and actively reduces its carbon
footprint through measures such as photovoltaic power generation and clean energy procurement,
fulfilling our commitment to sustainability.
Humanoid Robot-Related Techniques
We have adopted advanced turn-milling and five-axis machining technologies to manufacture
complex and high-precision components. Five-axis machining is an advanced CNC technology that
enables simultaneous control of movement along the X, Y and Z linear axes and rotation around the
A and B axes. This technology offers high flexibility and precision, making it suitable for producing
complex parts with stringent dimensional requirements.
Turn-milling compound machining combines turning and milling operations on a single
machine tool. This integrated approach allows multiple surfaces to be machined in a single setup,
significantly reducing the number of clamping operations and setup time, thereby improving overall
processing efficiency. These technologies are widely applied in the production of precision
structural components for robotics and other high-end applications, ensuring accuracy, efficiency
and cost-effectiveness.
RESEARCH AND DEVELOPMENT
Our R&D activities cover industrial design and performance development of products,
precision module design and manufacturing processes, as well as automation and intelligent
application technologies. We have established a three-tier R&D structure comprising the Industrial
Research Institute, BG technology centers and BU product development centers, supported by five
specialized centers, including thermal module R&D center, mechanical engineering R&D center,
advanced materials R&D center, electromagnetic R&D center and modeling and simulation center.
As of December 31, 2025, our R&D team comprised 7,935 personnel.
The Industrial Research Institute focuses on studying future industry trends, with an emphasis
on innovative materials, simulation, thermal management and energy conservation. Through
industry-academia-research collaboration, it provides BG and BU R&D centers with advanced
technology reserves and future product research support. Leveraging our global R&D network and
technological advantages, we actively participate in customers’ early-stage design and
development, offering customized solutions. For new product requirements, our R&D team initiates
the development process, conducts sample trials for customer validation and, upon approval,
formulates standard operating procedures and standard inspection procedures to facilitate mass
production.
In addition to our product R&D system, we have established a Lean Digitalization Department
that provides technical support for lean and digitally-enabled production. To promote our core lean
manufacturing philosophy, the department delivers practical training and guidance, integrates
IT-based digitalization that strengthens data visibility and organizes lean activities across BGs and
BUs through the IE Center. By implementing “front-loaded lean” and “genetic engineering”
methodologies, we streamline pre-production workflows, enhance equipment efficiency and reduce
production costs. In 2025, we implemented over 8,000 process-enhancement projects and achieved
cost savings equivalent to approximately 2.6% of output value.
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The Lean Digitalization Department also operates four specialized training arenas focusing on
lean management, digitalization, automation and sustainability, as well as a digital twin intelligent
workshop for hands-on practice. As lean practices evolve, we are transitioning from traditional lean
manufacturing to digitalized and intelligent production, implementing low-carbon and smart
operations across our campuses and extending lean principles from production to design, R&D and
enterprise-wide management.
OUR SALES
Our Sales System
We sell our products directly to our customers, and we do not have any external distributors.
Our business center, including the business, product management and customer service
departments, is responsible for developing new customers and securing product orders. Our
business center consists of 1,193 personnel serving both domestic and overseas customers, most of
whom hold business-related backgrounds and possess strong technical and industrial knowledge.
For major overseas customers, certain members of our business center are based overseas,
communicating directly with the technical teams of our customers for R&D and project progress in
order to understand the overseas markets and to report to us on the needs of overseas customers on
a regular basis. At the same time, we also communicate closely with their local teams based in the
Chinese Mainland on production and after-sales services.
For key projects, we establish dedicated project teams to closely monitor customer
requirements and maintain in-depth communication with customers across R&D, procurement and
production functions. When a customer submits a purchase request, the project team promptly
coordinates with relevant departments to conduct technical and overall project feasibility
assessments, followed by preparation of the quotation. Once the customer accepts the quotation and
the samples pass validation, we determine the order quantity after considering factors such as
production capacity, pricing, quality and delivery schedule.
In addition, we adopt the customer focus team (“CFT”) system for each of our end customer
brands. Each CFT, led by dedicated team leaders and consisting of key members from the product
management, engineering, quality and operation departments, ensures efficient communication and
accurate service delivery. A CFT is formed when a customer initiates a new project, which would
typically last for a number of years, covering the product’s life cycle from design to mass
production. During this period, the CFT provides the customer with one-stop service through
centralized coordination of our resources from product design, sampling, mass production to quality
assurance. As a CFT consists of members from different departments with full functions, proposals
as to usage of our resources are formulated efficiently. Approval processes are also streamlined and
only requests for significant amount of resources are escalated. The CFT system not only reduces
communication costs but also strengthens responsiveness to customer demands, which supports
higher customer loyalty. It has also contributed to our development of long-term cooperative
relationships with major customers.
Pricing Policy
Our products are mainly customized according to customer orders. We generally determine the
price of our products based on a variety of factors, including (i) complexity of the product both in
terms of design and manufacturing, (ii) the costs of developing and manufacturing such products
and our expected profit margin, (iii) quantity involved and (iv) competition.
In the event of significant increases or decreases in raw material costs and price fluctuations
of raw materials, we reduce our risk exposure by communicating and negotiating with our
customers to share the risks. Our price adjustment mechanism includes:
 For costs borne by us, we implement rigorous cost analysis and management practices,
supported by quarterly price reviews. This ensures our pricing remains aligned with
fluctuations in underlying costs. By closely monitoring market trends and cost drivers,
we are able to make timely and transparent pricing adjustments when necessary.
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 For costs borne by customers, we proactively engage with upstream suppliers to
negotiate competitive pricing. Based on the outcomes, we prepare revised quotation
proposals and share them with the relevant customers for their review and feedback,
aiming to minimize any additional costs they may incur.
During the Track Record Period, we did not have any material disputes with customers
regarding adjusted product prices under the price adjustment provisions.
MARKETING AND PROMOTION
We believe that consistently delivering high-quality products on time that meet and exceed our
customers’ expectations is the most efficient marketing approach for us. As such, our marketing
revolves around two key approaches:
 Expanding business with existing customers . We introduce new products and solutions
to our established customer base by identifying evolving customer requirements and
emerging application scenarios. Leveraging our comprehensive intelligent
manufacturing capabilities, including die-cutting, stamping, CNC machining, MIM and
die-casting, we deepen cooperation with customers in sectors such as servers and
robotics, thereby increasing customer penetration and securing recurring orders.
 Sourcing new customers in targeted industries and regions . We focus on acquiring
customers in high-growth sectors, including smart electronics and robotics, and
expanding into new geographic markets by offering proven products and manufacturing
solutions to diversify our customer base. We source new customers through a
combination of our technical expertise and industry brand recognition, direct business
development efforts, participation in industry exhibitions, conferences and technical
forums, and referrals from existing customers.
We adopt a diversified marketing strategy, focusing on technology-based brand building and
precise opportunity acquisition. We conduct market research, customer analysis and market
forecasting to understand customer needs, identify market opportunities and adjust our marketing
strategies to continuously expand into new markets. We believe by understanding potential
customers’ needs and addressing their challenges, we are able to formulate more targeted marketing
strategies and improve marketing effectiveness.
OUR CUSTOMERS
Our Major Customers
Over the years, we have forged long-standing relationships with participants in the supply
chain, including manufacturers and end customers. Our customers mainly operate in the electronic
devices and automotive and advanced air mobility industries. In 2023, 2024 and 2025, our aggregate
revenue from the five largest customers in each year during the Track Record Period was
RMB17,766.8 million, RMB24,772.9 million and RMB29,555.3 million, respectively, accounting
for 52.0%, 56.0% and 57.5% of our total revenue, respectively. In the same years, our revenue from
the single largest customer in each year during the Track Record Period was RMB8,264.6 million,
RMB9,757.6 million and RMB9,846.3 million, accounting for 24.2%, 22.0% and 19.2% of our total
revenue, respectively. The increase in customer concentration during the Track Record Period was
primarily attributable to the continued expansion of our imaging and display business. As sales to
major customers in these business segments increased, revenue derived from these customers grew
at a faster pace than that from other customers.
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The following tables set forth the details of our top five customers during the Track Record
Period:
Customers Products provided
Y ear of
commencement
of business
relationship Credit term Revenue
Percentage
of total
revenue
(RMB’000)
For the year ended December 31, 2023
Customer A /H1100/H1100/H1100/H1100/H1100Battery and power supply,
materials, precision assembly,
imaging and display related
products, thermal management
products, sensors and related
modules, and hardware for XR
devices
2014 45 to 90 days 8,264,647 24.2%
Customer C /H1100/H1100/H1100/H1100/H1100Imaging and display, sensors and
related components and modules,
thermal management products,
battery and power supply,
hardware for XR devices,
precision assembly and materials
2019 45 days 3,587,329 10.5%
Customer B /H1100/H1100/H1100/H1100/H1100Hardware for XR devices,
materials, sensors and related
components and modules,
precision assembly, battery and
power supply, imaging and
display, and thermal management
products
2018 45 to 120 days 3,051,297 8.9%
Customer D /H1100/H1100/H1100/H1100/H1100Cleaning energy related products 2019 45 days 1,552,364 4.6%
Customer F /H1100/H1100/H1100/H1100/H1100Battery and power supply, thermal
management products, precision
assembly, imaging and display
related products, materials and
sensors and related modules
2021 60 to 90 days 1,311,123 3.8%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 17,766,760 52.0%
Customers Products provided
Y ear of
commencement
of business
relationship Credit term Revenue
Percentage
of total
revenue
(RMB’000)
For the year ended December 31, 2024
Customer A /H1100/H1100/H1100/H1100/H1100Battery and power supply,
materials, precision assembly,
imaging and display related
products, thermal management
products, sensors and related
modules, and hardware for XR
devices
2014 45 to 90 days 9,757,626 22.0%
Customer C /H1100/H1100/H1100/H1100/H1100Imaging and display, sensors and
related components and modules,
thermal management products,
battery and power supply,
hardware for XR devices,
precision assembly and materials
2019 45 days 4,989,792 11.3%
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Customers Products provided
Y ear of
commencement
of business
relationship Credit term Revenue
Percentage
of total
revenue
(RMB’000)
Customer B /H1100/H1100/H1100/H1100/H1100Hardware for XR devices,
materials, sensors and related
components and modules,
precision assembly, battery and
power supply, imaging and
display, and thermal management
products
2018 45 to 120 days 4,662,405 10.6%
Customer G /H1100/H1100/H1100/H1100/H1100Imaging and display, precision
assembly, materials, hardware for
XR devices, thermal management
products, and sensors and related
components and modules
2022 45 days 3,445,180 7.8%
Customer E /H1100/H1100/H1100/H1100/H1100Hardware for XR devices,
materials, battery and power
supply, precision assembly, and
thermal management products
2020 90 days 1,917,848 4.3%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 24,772,851 56.0%
Customers Products provided
Y ear of
commencement
of business
relationship
Settlement
method Revenue
Percentage
of total
revenue
(RMB’000)
For the year ended December 31, 2025
Customer A /H1100/H1100/H1100/H1100/H1100Battery and power supply,
materials, precision assembly,
imaging and display related
products, thermal management
products, sensors and related
modules, and hardware for XR
devices
2014 45 to 90 days 9,846,307 19.2%
Customer C /H1100/H1100/H1100/H1100/H1100Imaging and display, sensors and
related components and modules,
thermal management products,
battery and power supply,
hardware for XR devices,
precision assembly and materials
2019 45 days 6,605,592 12.9%
Customer B /H1100/H1100/H1100/H1100/H1100Hardware for XR devices,
materials, sensors and related
components and modules,
precision assembly, battery and
power supply, imaging and
display, and thermal management
products
2018 45 to 120 days 5,575,689 10.8%
Customer G /H1100/H1100/H1100/H1100/H1100Imaging and display, precision
assembly, materials, hardware for
XR devices, thermal management
products, and sensors and related
components and modules
2022 45 days 4,434,031 8.6%
Customer D /H1100/H1100/H1100/H1100/H1100Clean energy related products 2019 45 days 3,093,645 6.0%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 29,555,264 57.5%
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Notes:
(1) Customer A is a technology service company listed on Taiwan Stock Exchange based in Taiwan, China,
providing electronic manufacturing services. To our knowledge, a majority of products sold to Customer A
were subsequently sold to Customer C.
(2) Customer B is an intelligent manufacturing solutions provider listed on Shenzhen Stock Exchange based in
Shenzhen offering integrated services from core components, modules and system assembly.
(3) Customer C is a company listed on Nasdaq Stock Exchange based in the United States, primarily engaged in
the design, development, and sale of smart electronics.
(4) Customer D is a company listed on the Nasdaq Stock Exchange based in the United States specializing in the
development of microinverters for individual solar panel.
(5) Customer E is a technology innovation enterprise listed on Shenzhen Stock Exchange based in Weifang,
mainly engaged in the R&D, manufacturing, and sales of precision optoelectronic components, structural
components, intelligent devices, and high-end equipment.
(6) Customer F is a technology company listed on Hong Kong Stock Exchange, headquartered in China, focused
on smartphones, smart hardware, and IoT platforms.
(7) Customer G is an Indian conglomerate with businesses spanning technology, steel, automotive, consumer
products. Subsidiaries of Customer G are listed on Bombay Stock Exchange and the National Stock Exchange.
(8) The payment method of our top five customers for each year of the Track Record Period is bank transfer.
To the best of our knowledge, all of our five largest customers in each year during the Track
Record Period were Independent Third Parties. As of the Latest Practicable Date, none of our
Directors, their associates or any of our Shareholders (who or which to the knowledge of the
Directors owned more than 5% of our issued share capital) had any interest in any of our five largest
customers in each year during the Track Record Period.
Salient Terms with Major Customers
We generally enter into framework agreements with our major customers that cover the
design, manufacturing and sales of products. Key terms of the agreements are summarized as below:
Duration : These framework agreements generally do not have fixed terms.
Pricing : Pricing of the products is generally specified in purchase orders.
Transfer of risks : Risks are transferred to our customers when the products are accepted by
them.
Payment and credit terms : We generally deliver products to our customers before payment and
grant our customers credit periods on a case-by-case basis.
Minimum purchase requirements : Our framework agreements with our customers usually do
not contain minimum purchase requirements.
Warranty : Our warranty terms are negotiated on a case-by-case basis. We generally provide
replacement or return arrangements for our customers during the warranty period, which is typically
up to two years.
Logistics : We are generally responsible for delivering products to locations specified by our
customers.
Returns/exchanges : Our customers will inspect the products upon delivery and are generally
entitled to return or exchange products that do not meet their requirements in terms of quality or
specifications.
Confidentiality : These framework agreements usually have strict confidentiality provisions
that restrict us from disclosing confidential information of our customers.
Termination : These framework agreements can be terminated with mutual agreement of
parties and under certain circumstances such as force majeure or bankruptcy of a party.
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SUPPLY CHAIN MANAGEMENT
We primarily purchase raw materials, machinery and equipment, molds and other auxiliary
materials required for the manufacture of our products. To ensure the quality, reliability and
efficiency of our component supply, we adopt a rigorous supplier selection process. A new supplier
evaluation process includes completing a supplier assessment questionnaire to collect basic
information, negotiating commercial terms, conducting sample certification and organizing on-site
audits by our procurement, quality and engineering teams. Our selection criteria include supplier
qualifications and capabilities, successful sample validation, compliance with environmental
requirements, cost competitiveness, ability to meet delivery schedules, and willingness to cooperate
and financial condition.
After the supplier is determined, we maintain a strict supplier management mechanism
covering the entire lifecycle from onboarding to daily management, monthly performance
evaluation and, where necessary, disqualification. During onboarding, we verify core documents
such as business licenses and execute procurement and quality agreements. For daily operations, we
implement incoming material quality control in accordance with our internal guidelines. On a
monthly basis, we evaluate supplier performance across multiple dimensions, including quality,
technology, pricing, delivery and service, based on our internal supplier performance scoring
standards.
We generate purchase orders based on material requirement plans prepared by our PMC
department, which takes into account customer sales forecasts, production schedules and existing
inventory levels. Once the material requirement plan is finalized, the procurement department
issues purchase orders and monitors their execution status through our ERP system in real time,
making adjustments as necessary to align with production needs. Upon arrival of materials, our
quality inspection team conducts sampling inspections to determine acceptance, and inspection
results are recorded in our supplier evaluation system. Qualified materials are then transferred to
the warehouse for storage.
To ensure the stability of our supply chain and mitigate the risk of supply disruptions, we
maintain multiple qualified suppliers for each major material or product category, except where
suppliers are designated by customers. We also maintain alternative sources for each category to
prevent reliance on limited suppliers. We adopt a multi-pronged approach to secure supply and
control costs, including a competitive pricing mechanism through inquiries and negotiations with
at least three suppliers for new materials, price negotiations for increased project demand and
competitive bidding. To hedge against price fluctuations, we implement measures such as releasing
rolling forecasts to secure safety stock, locking in exchange rates within cycles, pre-booking critical
raw materials such as precious metals and developing secondary or substitute sources. In addition,
we adopt cost optimization measures such as quarterly business reviews for price reductions, tiered
pricing, discounts upon reaching annual purchase volumes, extended payment terms and supply
chain financing.
Our Major Suppliers
Our suppliers are mainly suppliers of raw materials and equipment. During the Track Record
Period, our aggregate purchase from the five largest suppliers in each year was RMB3,567.8
million, RMB8,702.8 million and RMB9,404.3 million, respectively, accounting for 16.5%, 31.0%
and 29.8% of our total purchase, respectively, in 2023, 2024 and 2025. For the same years, our
purchase from the single largest supplier in each year during the Track Record Period amounted to
RMB822.3 million, RMB6,355.5 million and RMB6,739.4 million, accounting for 3.8%, 22.7% and
21.3%, respectively, of our total purchase. The increase in supplier concentration during the Track
Record Period was mainly driven by the growth in procurement volume associated with the
expansion of our imaging and display business. As production scale increased, we sourced a larger
volume of key raw materials from certain major suppliers in this area.
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The following tables set forth the details of our top five suppliers during the Track Record
Period:
Suppliers Products/services provided
Y ear of
commencement
of business
relationship
Settlement
method Purchase
Percentage
of total
purchase
(RMB’000)
For the year ended December 31, 2023
Supplier F /H1100/H1100/H1100/H1100/H1100/H1100Display-related raw
materials
2023 45 days 822,293 3.8%
Supplier A /H1100/H1100/H1100/H1100/H1100/H1100Adhesives and foams 2006 30 to 60 days 782,624 3.6%
Supplier B /H1100/H1100/H1100/H1100/H1100/H1100Mobile phone
components
2021 Prepayment 767,156 3.5%
Supplier C /H1100/H1100/H1100/H1100/H1100/H1100Charger housings 2013 60 days 754,820 3.5%
Supplier G /H1100/H1100/H1100/H1100/H1100Transistors, integrated
circuits, and capacitors
2012 30 to 60 days 440,924 2.1%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 3,567,817 16.5%
Suppliers Products/services provided
Y ear of
commencement
of business
relationship
Settlement
method Purchase
Percentage
of total
purchase
(RMB’000)
For the year ended December 31, 2024
Supplier F /H1100/H1100/H1100/H1100/H1100/H1100Display-related raw
materials
2023 45 days 6,355,466 22.7%
Supplier A /H1100/H1100/H1100/H1100/H1100/H1100Adhesives and foams 2006 30 to 60 days 821,365 2.9%
Supplier D /H1100/H1100/H1100/H1100/H1100Adhesives and foams 2006 30 to 60 days 531,343 1.9%
Supplier C /H1100/H1100/H1100/H1100/H1100/H1100Charger housings 2013 60 days 522,155 1.9%
Supplier H /H1100/H1100/H1100/H1100/H1100Tape and protective film 2002 60 to 90 days 472,495 1.6%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 8,702,824 31.0%
Suppliers Products/services provided
Y ear of
commencement
of business
relationship
Settlement
method Purchase
Percentage
of total
purchase
(RMB’000)
For the year ended December 31, 2025
Supplier F /H1100/H1100/H1100/H1100/H1100/H1100Display-related raw
materials
2023 45 days 6,739,399 21.3%
Supplier A /H1100/H1100/H1100/H1100/H1100/H1100Adhesives and foams 2006 30 to 60 days 879,438 2.8%
Supplier D /H1100/H1100/H1100/H1100/H1100Adhesives and foams 2006 30 to 60 days 682,469 2.2%
Supplier C /H1100/H1100/H1100/H1100/H1100/H1100Charger housings 2013 60 days 552,012 1.8%
Supplier I /H1100/H1100/H1100/H1100/H1100/H1100Aluminium 2021 30 days 550,967 1.7%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 9,404,285 29.8%
Notes:
(1) Supplier A is a private company providing adhesives and adhesive system solutions, headquartered in
Germany.
(2) Supplier B is a technology company listed on Hong Kong Stock Exchange, headquartered in China, focused
on smartphones, smart hardware, and IoT platforms.
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(3) Supplier C is a manufacturing company listed on the New York Stock Exchange, involved in the design,
engineering, and manufacturing of electronic circuit board, based in the United States.
(4) Supplier D is a company listed on Tokyo Stock Exchange, based in Japan, manufacturing electronics and
automobiles.
(5) Supplier E is a technology company listed on the Nasdaq Stock Exchange, based in the United States focused
on high-voltage power conversion in the semiconductor sector.
(6) Supplier F is a company listed on Nasdaq Stock Exchange based in the United States, primarily engaged in
the design, development, and sale of smart electronics.
(7) Supplier G is a distributor of smart electronics listed on the Nasdaq Stock Exchange, headquartered in the
United States.
(8) Supplier H is a private company based in Shenzhen, providing customized tape and protective film solutions
for the electronics industry.
(9) Supplier I is a private company headquartered in Hangzhou, China, specializing in the manufacturing of
high-performance aluminum alloy plates, strips, and foils.
(10) The payment method of our top five customers for each year of the Track Record Period is bank transfer.
Our Directors confirm that we had not experienced any significant material 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 during the Track Record Period. As of the Latest
Practicable Date, except for Supplier H, a subsidiary of our shareholder, none of our Directors, their
associates or any of our Shareholders (who or which to the knowledge of the Directors owned more
than 5% of our issued share capital) had any interest in any of our top five suppliers in each year
during the Track Record Period.
Salient Terms with Major Suppliers
We generally enter into framework agreements with our major suppliers. Key terms of our
agreements for the purchase of components include:
Duration: Our framework agreements generally do not have a fixed term.
Pricing: The supplier guarantees the transaction price is not higher than the lowest price the
supplier offers to any third party.
Payment and credit terms: Payment terms are generally set out in specific purchase orders
rather than the framework agreement. We will make payments once all the payment conditions have
been satisfied.
Logistics: Location of delivery is subject to the purchase order. Transportation and other
related costs will be borne by the supplier. The risk is transferred to us after delivery and
acceptance.
Warranty period: The warranty period is one year from the day after our acceptance of
delivery.
Confidentiality: The supplier is obligated to keep confidential any documents and electronic
files provided by us, including but not limited to projects, structures, data, software, plans, price,
product specifications, R&D and customer information.
Changes and termination: Any amendment, change, addition, deletion or termination of the
framework agreement must be agreed by both parties through written confirmation.
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LOGISTICS AND W AREHOUSING
We generally adopt the cost insurance and freight (“CIF”) or delivered at place (“DAP”) rules
of delivery with our customers. Under CIF, we deliver our products at ports close to our
manufacturing plants or warehouses; under DAP, we are responsible for transporting the goods to
the destination designated by our customers and completing delivery. We primarily collaborate with
third-party logistics service providers for finished goods transportation. We set strict standards for
the transportation of our products that these service providers are required to follow, and we
periodically evaluate their performance and compliance with our requirements to ensure smooth
delivery of products to customers. We usually enter into service agreements with our logistics
service providers on a biennial basis, and the logistics service providers bear the risks associated
with the transportation of our products. As of the Latest Practicable Date, we had warehousing
capacity in locations such as Chinese Mainland, Hong Kong, France, India, Vietnam and Brazil.
Except for the warehouse in Hong Kong, which is operated by a third-party logistics service
provider as we do not have a manufacturing plant in Hong Kong and such warehouse only serves
as a freight transfer station, all other warehouses are operated by us. We implement a
comprehensive and intelligent digital warehousing and logistics system and adopt technologies such
as SAP, on-site QR code order management and batch-tracking management to shorten response and
process time within the production system, maintain safety stock for certain customers, and
continuously optimize operational efficiency.
INVENTORY MANAGEMENT
Our inventory includes raw materials, work-in-progress, finished goods, goods in transit,
consigned processing materials and consumables. In 2023, 2024 and 2025, our average inventory
turnover period was 71 days, 56 days and 55 days, respectively.
As we carry out inventory control and our production activities are mainly based on orders,
we generally do not run a significant risk of understocking and overstocking. In view of our
continuous actual production and sales activities, we will adjust our raw material procurement
according to the manufacturing process, taking into account the required lead time of various raw
materials, so as to minimize our raw material inventory and maintain it at an appropriate level which
ensures undisrupted production. We will constantly monitor, review and evaluate our inventory
levels to ensure a steady supply of raw materials for production and to minimize overstocking. In
addition, our suppliers usually have multiple production sites, and we generally require them to
have extra raw materials readily available to ensure supply. During the Track Record Period, we did
not experience any material delivery delays or inventory shortages.
QUALITY CONTROL
We follow a quality management policy that places customer satisfaction at the center, quality
as the priority and technological innovation as the core driver, with ongoing improvement as a
fundamental principle. We are committed to delivering reliable products and services to our
customers through a comprehensive quality management system and independent business lines that
drive technological innovation and new project development.
We have established an independent quality center to oversee and coordinate quality
management. Each quality department formulates policies tailored to its business characteristics to
strengthen quality control. We maintain a broad set of management systems and certifications,
including ISO9001, ISO14001, ISO45001, IATF16949, QC080000, ISO27001, ISO50001,
ISO14064-1 and ISO14067. All of our manufacturing plants have obtained ISO9001 quality
management system certification, ISO14001 environmental management system certification and
ISO45001 occupational health and safety management system certification. Over 20 manufacturing
plants have been certified under the IATF16949 automotive quality management system and
QC080000 hazardous substance management system, more than ten manufacturing plants have
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obtained ISO27001 information security management system and ISO50001 energy management
system certifications, six manufacturing plants have passed dual-carbon system certification and
over ten manufacturing plants have successfully completed VDA6.3 audits by automotive
customers.
We conduct periodic internal quality audits, with over 1,000 self-inspections annually, and
undergo more than 500 customer audits each year. Based on these management systems, we have
developed the Quality and HSPM Manual and the environment, health and safety (“EHS”)
Management Manual, and we continuously identify improvement opportunities through internal and
external audits, QCC activities, Six Sigma initiatives, lean quality meetings and management
reviews to ensure the ongoing suitability, adequacy and effectiveness of our systems.
We are committed to delivering stable and reliable product quality through continuous
improvement in our manufacturing and quality management practices. We also place strong
emphasis on developing quality professionals, with over ten certified VDA auditors, more than 600
Six Sigma Green Belts and over 30 Six Sigma Black Belts, providing robust support for the
continuous optimization of our quality management system.
During the Track Record Period and up to the Latest Practicable Date, we have not
experienced any product returns or exchanges of defective products that has resulted in a material
adverse effect on our business, results of operations or financial condition.
OVERLAPPING OF CUSTOMERS AND SUPPLIERS
During the Track Record Period, certain of our five largest customers were also our suppliers,
and certain of our five largest suppliers were also our customers (Overlapping Customers and
Suppliers).
In 2023, 2024 and 2025, five, four and five of our five largest customers for each year of the
Track Record Period were also our suppliers, generating revenue of RMB17.8 billion, RMB21.3
billion and RMB29.6 billion, which represented 52.0%, 48.2% and 57.5% of our total revenue,
respectively. For the same years, the purchases from such overlapping customers and suppliers
amounted to RMB1.6 billion, RMB6.7 billion and RMB6.9 billion, which represented 7.6%, 24.0%
and 22.0% of our total purchases, respectively.
In 2023, 2024 and 2025, three, two and two of our five largest suppliers for each year of the
Track Record Period were also our customers, generating revenue of RMB5.2 billion, RMB5.1
billion and RMB6.7 billion, which represented 15.4%, 11.5% and 13.1% of our total revenue,
respectively. For the same years, the purchases from such overlapping customers and suppliers
amounted to RMB2.3 billion, RMB6.9 billion and RMB7.3 billion, which represented 10.8%,
24.5% and 23.1% of our total purchases, respectively.
The reason we had purchases from and sales to the Overlapping Customers and Suppliers
during the Track Record Period was primarily due to the following:
 Certain of our overlapping customers and suppliers require their suppliers, including our
Group, to procure specific raw materials and components manufactured or sourced from
them. This practice is intended to enable such customers and suppliers to maintain
overall control of the procurement process and ensure cost efficiency and quality
consistency of raw materials. This arrangement is commonly referred to in the industry
as the “buy-and-sell” model and is consistent with the industry norm, according to Frost
& Sullivan. Transactions involving sales to and purchases from these overlapping
customers and suppliers were conducted in the ordinary course of business and on
normal commercial terms negotiated on an arm’s length basis; and
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 Some of our overlapping customers and suppliers are large-scale enterprises in the smart
electronics industry with diversified product portfolios. The smart electronics industry
is characterized by a complex supply chain comprising multiple stages and a wide range
of material requirements. Each participant in this supply chain possesses distinct
competitive advantages in specific areas. Our Group collaborates with other participants
in the industry value chain to jointly manufacture a variety of products, thereby meeting
the stringent specifications and quality standards required by our customers, and
therefore does not result in direct competition between us and our customers.
Our purchases from and sales to such Overlapping Customers and Suppliers were separate
processes and took place at different stages of the industry value chain, and were conducted in the
ordinary course of business and on commercial terms negotiated on an arm’s length basis.
According to Frost & Sullivan, Overlapping Customers and Suppliers are common in the
high-precision intelligent manufacturing platform industry for core electronic devices due to the
need for deep technical collaboration and supply chain security considerations. According to the
same source, the smart electronics market is highly concentrated, particularly among top-tier brands
that command a large share of global shipments. As such, it is common for suppliers of premium
smart electronics brands to have a concentrated customer base. We have maintained good and long
business relationships with our Overlapping Customers and Suppliers and did not have any disputes
with them during the Track Record Period. As we strategically expand our product mix and enter
into other markets, the percentage of total revenue and purchase from Overlapping Customers and
Suppliers may decrease over time as we continue to diversify our product portfolio and end markets.
DATA SECURITY AND PRIV ACY
In recent years, data privacy and cybersecurity have emerged as critical governance priorities
for companies worldwide. In particular, the PRC legislative and government authorities regularly
introduce new cybersecurity, data security and privacy laws and regulations. Consequently, our
practices regarding the collection, processing and transfer of various types of data may come under
increased administrative scrutiny. See “Risk Factors — Risks Relating to Our Business and Industry
— Any failure or perceived failure to comply with data privacy and security laws could subject us
to potential liabilities” for more details.
We collect and store business data, management data and transaction data generated during or
in connection with our business operations, including data related to our business and transactions
with our customers, suppliers and other relevant parties. We generally do not collect or process
individual customers’ personal information since our customers are corporate clients rather than
individuals. We may transmit certain non-sensitive and non-personal data to our overseas
subsidiaries as part of our business operations. During the Track Record Period and up to the Latest
Practicable Date, we have complied with applicable laws and regulations related to cybersecurity
and data protection in all material respects.
We have established a comprehensive data security protection framework that combines
infrastructure safeguards, operational management, internal policies and trainings.
 We have implemented dual-server hot standby and dual data center disaster recovery for
core data to ensure rapid system switchover in the event of hardware failure. We
deployed next-generation firewalls, intrusion detection systems and DDoS protection to
block malicious attacks. Our technological measures also include dual encryption for
data transmission and storage, role-based access control combined with multi-factor
authentication, real-time monitoring of sensitive data transfers through a data loss
prevention system and daily incremental backups with off-site disaster recovery.
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 Our operations are supported by a 24/7 maintenance team across our headquarters and
subsidiaries. Our incident response protocol requires reporting to the information
security team within one hour of detection and forming an emergency response team
within 24 hours. Post-incident reviews are completed within 48 hours, with updates to
relevant policies and employee training as needed. In the event of a material incident,
we are committed to reporting to the Cyberspace Administration of China and local data
authorities within 48 hours in accordance with applicable regulations.
 We have formulated internal policies including the IT Business Disaster Recovery Plan,
Information Security Incident Management Procedure, Critical Information Backup
Management Standard, Business Continuity Plan and Business Continuity Control
Procedure. We classify and grade data into five categories and apply differentiated
protection measures accordingly. All employees undergo annual security training,
including phishing email identification and data confidentiality, with a 100% pass rate.
We also conduct quarterly security training sessions and annual third-party compliance
audits.
During the Track Record Period and up to the Latest Practicable Date, we did not experience
any material data leakage or data loss, nor did we experience any material unauthorized use of
customers’ personal information.
INTELLECTUAL PROPERTY RIGHTS
As of December 31, 2025, we held a total of 2,004 patents, among which 545 are invention
patents, 1,401 utility model patents, and 58 design patents. Leveraging collaborations with top
universities, we continue to strengthen our advantages in cutting-edge areas such as advanced
processes and innovative materials. These intellectual properties cover our production processes as
well as the design of our products. See “Appendix IV — Statutory and General Information — 2.
Further Information about our Business — B. Our Material Intellectual Property Rights” for more
details.
We rely on a combination of intellectual property protection laws and contractual
arrangements (including confidentiality provisions) to establish and protect our proprietary
technologies, know-how and other intellectual property rights. Our legal department is primarily
responsible for protecting our intellectual properties. We proactively manage and expand our
intellectual property portfolio and use confidentiality and non-compete agreements to protect our
intellectual properties and trade secrets. Despite our efforts, we may be subject to risks associated
with alleged infringement of third parties’ intellectual property rights, or infringement of our
intellectual property rights by third parties. See “Risk Factors — Risks Relating to Our Business
and Industry — Our patents and other non-patented intellectual properties are valuable assets, and
if we are unable to protect them from infringement or claims by third parties, our business prospects
may be harmed” for more details.
During the Track Record Period and up to the Latest Practicable Date, we had not been
involved in any material legal, arbitral, or administrative proceedings or claims of infringement of
any intellectual property rights, in which we may be a claimant or a respondent. Our Directors
confirm that they are not aware of any material legal, arbitral or administrative proceedings for
infringement of any third party’s intellectual property rights by us as of the Latest Practicable Date.
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INFORMATION TECHNOLOGY
Our information technology systems are essential to our business operations. We have
developed or employ various information technology systems covering all material aspects of our
operations, including sales, supply chain management, inventory management, production and
quality control. Our information technology department is responsible for developing and
maintaining information technology systems to support our business operations and growth. Our
key information technology systems are set forth below:
 Our Customer Relationship Management system manages customers’ information and
sales processes. It helps to track potential customers and sales opportunities in order to
enhance efficiency, reduce human errors and increase customer satisfaction.
 Our ERP system provides a unified platform that enables cross-departmental
collaboration and enhances overall operational efficiency. It delivers real-time business
data to help management in decision-making.
 Our Supplier Relationship Management system optimizes supply chain processes by
predicting demand, managing inventories, reducing costs and enhancing the flexibility
of the supply chain. It helps to ensure the timely supply of raw materials and products.
 Our MES ensures efficient production while maintaining our quality standards. Used for
planning and controlling various stages of production processes, it optimizes resource
allocation, improves production efficiency, shortens production cycles, and ensures
product quality consistency.
 Our Product Lifecycle Management system manages the full lifecycle of design
drawings and test data, enabling cross-functional collaboration among R&D, production
and quality teams and shortening product development cycles.
COMPETITION
We compete in the large and highly competitive global high-precision intelligent
manufacturing platform industry for core electronic devices, which mainly include smart
electronics, enterprise servers and intelligent robots. According to Frost & Sullivan, the market size
of the global high-precision intelligent manufacturing platform market for smart electronics grew
from US$295.1 billion in 2021 to US$330.9 billion in 2025, achieving a CAGR of 2.9%. From 2021
to 2025, the market size of the global high-precision intelligent manufacturing platform industry for
intelligent robots grew from US$28.5 billion to US$38.2 billion, with a CAGR of 7.6%. The global
high-precision intelligent manufacturing platform market for enterprise servers expanded rapidly,
growing from US$3.7 billion in 2021 to US$29.1 billion in 2025, with a CAGR of 67.1% during
this period.
Due to the diverse range of products, the markets we operate in are highly fragmented. Our
major competitors include high-precision manufacturers focusing on industries such as electronic
devices and automotive and advanced air mobility. Our ability to maintain and grow our market
share depends on us competing effectively against our competitors. The competitive landscape is
shaped by multiple factors, including the growth of our customers and their respective industries,
advancements in technology, emergence of new materials or technologies, production capacity,
regulatory changes and general economic conditions. According to Frost & Sullivan, in terms of
revenue in 2025, we ranked first globally in the high-precision functional component market for
smart electronics, and third globally among intelligent manufacturing platforms for high-precision
smart electronics.
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EMPLOYEES
As of December 31, 2025, we had 100,434 full-time employees, of which approximately
83.2% were based in Chinese Mainland and 16.8% were based overseas. The following table sets
forth the number of our employees by function:
Employee Function
Number of
Employees % of Total
Manufacturing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110086,585 86.2%
Research and Development /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,935 7.9%
Administration /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,721 4.7%
Sales and Marketing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,193 1.2%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100,434 100.0%
Our success deeply rests with our ability to attract, retain and motivate qualified talents, and
we believe that our high-quality talent pool is one of our core strengths and competitive advantages.
We recruit through high standards and rigorous procedures, and through various methods, including
campus recruitment, online recruitment, internal referral programs and third-party recruiters, to
select the best-fit personnel for the corresponding positions in response to our various talent
demands.
We invest in continuing education and training programs, including regular and tailor-made
internal and external training, for our employees to improve their professional knowledge and
management skills, upgrade their skill sets and keep abreast of the industry standards in their
respective positions. We also organize activities to provide our employees with a deeper
understanding of our culture.
In line with PRC laws, we participate in government-mandated employee benefit plans,
including social insurance for pensions, medical care, unemployment, work-related injury,
maternity and housing funds. We are required by PRC law to contribute to employee benefit plans
at specific rates based on employee salaries, bonuses and certain allowances, up to limits set by
local regulations. During the Track Record Period, we met these requirements in all material
respects without incurring any significant administrative fines or penalties.
We believe we have a positive working relationship with our employees. Throughout the Track
Record Period, we experienced no strikes, work stoppages, or labor disputes that materially affected
our business operations.
We place great emphasis on corporate culture as a foundational pillar supporting
organizational cohesion, effective strategy execution and long-term sustainable development. We
uphold the corporate spirit of “Striving with Resilience, Fulfilling Our Mission,” and have
progressively developed a core value system centered around “Integrity and Pragmatism, Customer
First, Self-Respect and Respect for Others, Accountability, Long-Termism, and Shared Value
Creation,” which provides clear value orientation and behavioral guidelines for all employees.
To systematically promote the implementation of our corporate culture, we have formulated
and released the “Culture Manual 2.0,” and disseminated its principles across the organization
through internal learning platforms, online courses and themed townhalls. Within our office
campuses, we have deployed diverse communication media including culture-themed posters,
bulletin boards, and video walls. Leveraging digital channels such as online classrooms and internal
training academies, we continue to broaden reach and improve efficiency in culture-related learning
initiatives.
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In parallel, we actively cultivate a wide variety of cultural initiatives and programs, such as
executive-led “Culture Talk” sessions, interviews with outstanding employees, value-driven-themed
videos, monthly cultural newsletters and diverse engagement activities, helping employees
understand and embrace our corporate spirit in more intuitive and interactive ways. We also provide
immersive training modules and onboarding programs tailored to cultural integration, thereby
enhancing employees’ understanding of and alignment with the corporate cultural system.
Social Insurance and Housing Provident Funds
During the Track Record Period, we did not make adequate contributions to the social
insurance and housing provident funds with respect to certain of our employees as required by the
relevant PRC laws and regulations, primarily because (i) certain employees were unwilling to pay
the social insurance and housing provident funds in full as it requires additional contributions from
our employees, and (ii) certain employees prefer to participate in the rural social security
contribution plans in their resident places or their hometowns. During the Track Record Period, we
have not been involved in any circumstances under the New Judicial Interpretation where any
agreement between an employer and an employee or any commitment made by an employee to the
employer stating that social insurance premiums need not be paid. Based on the foregoing, as
advised by our PRC Legal Adviser, our Directors are of the view that the New Judicial
Interpretation will not have a material adverse impact on our operations or financial conditions.
Pursuant to applicable PRC laws and regulations, if an employer fails to make social insurance
contributions in full, the relevant authorities could order the employer to pay, within a prescribed
time limit, the outstanding amount with an additional late payment penalty at the daily rate of
0.05%, and if the employer fails to make the overdue contributions within such time limit, a fine
equal to one to three times the outstanding amount may be imposed. Additionally, pursuant to
applicable PRC laws and regulations, where an employer is overdue in the payment and deposit of,
or underpays, the housing provident fund, the authority could order it to make the payment and
deposit within a prescribed time limit, and where the payment and deposit has not been made after
the expiration of the time limit, an application may be made to a court in China for compulsory
enforcement.
Our Directors believe that the incident described above would not have a material adverse
effect on our business, financial condition and results of operations, considering that during the
Track Record Period and up to the Latest Practicable Date, (i) we had not received any notification
from the relevant authorities requiring us to make full payment of all shortfalls in social insurance
or housing provident fund contributions, nor did we receive any material employee complaint or
have any material disputes with employees concerning their payment of social insurance and
housing provident funds; (ii) as confirmed by the local governmental authorities in charge of social
insurance and housing provident funds or their authorized offices, or credit reports from the credit
institutions authorized by relevant local government authorities, no material administrative penalty
was imposed on us with respect to the payment of social insurance and housing provident funds
during the Track Record Period; and (iii) if we receive a notice from relevant authorities requiring
us to rectify, pay or make up social insurance and housing provident funds within a specified period,
we will promptly comply with the requirements of such notice. Based on the foregoing, our PRC
Legal Adviser is of the view that provided there are no material changes to the current social
insurance and housing provident fund policies and regulations, or to the implementation and
oversight requirements of local governments, the risk that we face recovery actions by the
competent social insurance and housing provident fund authorities, resulting in administrative
penalties due to the issue of shortfalls in social insurance and housing provident funds during the
Track Record Period, is remote. As a result, we had not made any provision for the shortfall in our
social insurance and housing provident fund contributions during the Track Record Period and up
to the Latest Practicable Date.
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To monitor our compliance with relevant laws and regulations in respect of social insurance
and housing provident fund contributions, we have taken the following internal control measures:
 we have designated our human resources department to review and monitor the reporting
and contributions of social insurance and housing provident funds on a regular basis;
 we are in the process of communicating and will continue to communicate with our
employees with a view to seeking their understanding and cooperation in complying
with the applicable payment base for the social insurance and housing provident funds,
which also requires additional contributions from our employees. We also undertake to
gradually increase the applicable payment base for the social insurance and housing
provident funds for our employees as indicated by the competent government
authorities; and
 we will consult our PRC Legal Adviser on a regular basis for advice on relevant PRC
laws and regulations to keep us abreast of relevant PRC laws and regulatory
developments, including but not limited to PRC laws and regulations in relation to social
insurance and housing provident funds, and will provide relevant employees with legal
compliance training relating to the same.
INSURANCE
We maintain insurance policies to cover product liability and employer liability. In addition,
we have purchased a number of property, equipment and transportation related insurance policies
covering our facilities, machinery, equipment, inventories and other tangible assets. We review our
insurance policies from time to time to assess the adequacy and breadth of coverage. We believe that
our existing insurance coverage is adequate for our business operations and is in line with industry
standards. Nevertheless, we may be exposed to claims and liabilities which exceed our insurance
coverage. See “Risk Factors — Risks Relating to our Business and Industry — Our insurance
coverage may not be sufficient to cover the risks associated with our operations or any resulting
losses” for more details.
During the Track Record Period, we had not made, and were not the subject of, any insurance
claims which are material to our business or financial condition.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Sustainable development is an integral component of our corporate growth strategy, guiding
our commitment to long-term prosperity while minimizing environmental and social impacts. Our
corporate management philosophy is rooted in green manufacturing practices, seamlessly integrated
with advanced technologies and strategic planning.
We have fully integrated ESG-related matters into our corporate management, aligning with
capital market expectations and regulatory requirements. We clarify key ESG issues closely tied to
our business, such as addressing climate change, opportunities in clean tech, labor management and
supply chain management, developing corresponding management procedures to mitigate the
impacts of these ESG issues and regularly engaging with our stakeholders. We are dedicated to
making significant contributions to low-carbon and sustainable development in society.
ESG Management
We have established an ESG management structure comprising the Board, the Social
Responsibility Committee and the ESG working group. The Board serves as the ultimate
supervisory body for our ESG and climate change matters. It is responsible for evaluating and
confirming our ESG and climate change-related risks and opportunities, and holds overall
responsibility for the ESG management system and disclosure of information. Our Directors, Ms.
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Zeng, Mr. Jia Shuangyi and Ms. Wei, are responsible for overseeing our ESG affairs. The Social
Responsibility Committee comprises senior executives from production sites and departments,
including the head of the HR department, who serves as the Company’s Vice Chairman. The
committee aims to elevate sustainable development to the highest levels of corporate management.
The ESG working group is responsible for coordinating ESG efforts across various business units.
It oversees critical issues and drives our ESG practices forward.
 Board: (i) Develops the corporate sustainable development strategy and ensures that the
long-term strategy aligns with global sustainability guidelines; (ii) Monitors the
execution of the sustainability strategy, reviews key sustainability metrics and assesses
our progress toward achieving its sustainability goals; (iii) Receives regular reports from
the Social Responsibility Committee to stay informed about the implementation of
sustainability initiatives and provides guidance on alignment with our overall
sustainability strategy; (iv) Approves disclosure of our sustainability reports.
 Social Responsibility Committee: (i) Identifies and evaluates potential environmental,
social, and governance risks, as well as opportunities to enhance our sustainability
performance; (ii) Incorporates the corporate sustainable development strategy and ESG
principles into all business operations, interprets ESG Standards and develops internal
ESG policies; (iii) Supervises the implementation of our labor rights, environmental
management, occupational health and safety, and sustainability management systems;
and (iv) Carries out the promotion of sustainability awareness among managerial levels
and employees, and regularly conducts social responsibility training for subsidiaries and
departments.
 ESG Working Group: (i) Coordinates ESG efforts across various business units, monitors
key ESG performance, and implements our ESG programs; (ii) Prepares our annual
sustainability report and other related information disclosures, and coordinates efforts to
maintain and improve ESG ratings; (iii) Assists with formulating and implementing
relevant policies to support the execution of the sustainability strategy.
We attach great importance to corporate compliance management and continuously improve
the internal control system. We formulate compliance management methods, a legal risk
management system and other rules and regulations, clarify the objectives, principles and processes
of compliance management, carry out risk identification and risk response, classify compliance
risks into categories, create a comprehensive compilation and analysis of risks by collecting risk
lists of each department and plan to create a database, formulate targeted preventive and control
measures, and carry out compliance training to improve the compliance awareness and capability.
Environmental
Environmental Management
We maintain an effective environmental management system and adhere to green production
to reduce our environmental impact, strictly complying with environmental laws and formulating
relevant management procedures to fulfill environmental responsibilities. The EHS department
oversees environmental management and conducts environmental factor identification and
assessment for construction projects before commencement.
We carry out environmental monitoring in line with permits and local requirements, disclose
results, and engage qualified third-party institutions to ensure data authenticity. During the Track
Record Period, we received no material environmental administrative penalties. As of December 31,
2025, 36 of our production entities had obtained ISO 14001 environmental management system
certification.
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Emissions and Waste Management
Our principal environmental management objects comprise production exhaust gases,
wastewater, and hazardous and non-hazardous waste:
Exhaust gases
Our production processes primarily generate nitrogen oxides (“NOx”), sulfur oxides (“SOx”),
volatile organic compounds (“VOCs”) and particulate matter. We strictly comply with the Law of
the People’s Republic of China on the Prevention and Control of Atmospheric Pollution and have
established the Pollutant Control Management Procedure.
We carry out regular maintenance of our exhaust-gas treatment facilities, properly treat
exhaust gases, and engage third-party testing institutions with national qualifications to conduct
monitoring, to ensure that exhaust gases are discharged only after treatment and in compliance with
applicable standards. In 2024, we upgraded certain exhaust-gas control systems at selected plants,
which effectively enhanced VOC abatement efficiency.
As of December 31, 2025, three subsidiaries participated in the Clear Air program. Through
process optimization and material substitution, we reduced VOCs generation at source and
enhanced VOCs treatment efficiency. The cumulative reduction in VOC emissions from 2023 to
2025 amounted to approximately 171.7 metric tons.
Wastewater
Our wastewater arises mainly from domestic sewage and industrial effluent. We strictly
comply with the Law of the People’s Republic of China on the Prevention and Control of Water
Pollution and the applicable environmental regulations in the regions where we operate. We have
also formulated and implemented a Pollutant Control Management Procedure to provide a
systematic framework for wastewater treatment, with clearly defined management requirements
governing wastewater discharge.
We update our wastewater discharge inventory on a regular basis, and our EHS department
manages potential risks associated with wastewater discharge pursuant to the EHS Corrective and
Preventive Measures Control Procedures. In addition, we engage third-party testing institutions
with national qualifications to conduct water-pollution monitoring to ensure compliance with
applicable discharge standards.
Hazardous and non-hazardous waste
Our hazardous and non-hazardous waste primarily consists of chemicals, organic waste, waste
liquids, packaging materials and office refuse. We strictly comply with the Law of the People’s
Republic of China on the Prevention and Control of Environmental Pollution by Solid Waste, as
well as the Restriction of Hazardous Substances Directive (“RoHS Directive”), the Registration,
Evaluation, Authorization and Restriction of Chemicals (“REACH”) Regulation and other relevant
international conventions. We have established the Solid Waste Management Procedure and the
Chemicals Management Procedure, and we engage qualified third-party service providers on a
regular basis for the treatment and disposal of waste, with a view to minimising the adverse impacts
of hazardous waste on our products, employees and the environment.
We implement full lifecycle management of waste from source to end-of-life, regularly
updating inventories and promoting waste reduction and recycling measures during production to
minimize waste generation at the source. For the residual waste generated, we actively pursue
resource-recovery approaches, including material recycling, energy recovery (such as power
generation and biofuels) and biological treatment (such as anaerobic digestion and composting),
with the goal of achieving zero waste to landfill.
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Across raw materials, components, semi-finished products, finished goods, packaging
materials and auxiliaries, we prohibit or restrict a total of 129 substances. In our production
processes, we subject a range of chemicals — including benzene, toluene and brominated organic
solvents — to enhanced control.
As of December 31, 2025, 19 sites participated in the Zero Waste Program (“ZWP”). 13 sites
recorded a waste diversion rate of over 90%. Four sites obtained UL 2799 certification. In addition,
seven sites participated in customer waste-reduction innovation initiatives, achieving an annual
waste reduction of approximately 5,300 tons through on-site recycling, closed-loop recovery and
other circularity measures.
For the year ended December 31,
Metrics Unit 2023 2024 2025
Exhaust gas
Total exhaust gas emissions /H1100/H1100/H110010,000 m 3 3,442,701.05 4,013,190.06 3,513,037.35
NOx emissions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100ton 5.00 8.58 18.32
SOx emissions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100ton 1.94 6.86 4.67
Particulate matter emissions /H1100/H1100ton 70.13 96.29 119.81
VOCs emissions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100ton 41.37 32.33 44.79
Xylene emissions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100ton 0.00 0.00 1.24
Sulfuric acid mist emissions /H1100/H1100ton 0.00 0.00 1.05
Hydrogen sulfide emissions /H1100/H1100/H1100ton 13.14 10.34 21.44
Other air pollutants /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100ton 3.15 11.76 18.98
Wastewater
Total wastewater /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100m
3 1,167,361.74 1,481,337.43 2,607,475.24
Chemical oxygen demand
(“COD”) emissions /H1100/H1100/H1100/H1100/H1100/H1100
ton 1,743.94 104.55 101.85
Ammonia nitrogen emissions /H1100/H1100ton 8.60 2.21 3.67
Biochemical oxygen demand
(“BOD5”) emissions /H1100/H1100/H1100/H1100/H1100/H1100
ton 13.50 12.35 25.71
Total phosphorus emissions /H1100/H1100/H1100ton 0.00 0.00 2.36
Petroleum hydrocarbons
emissions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
ton 0.00 0.00 0.53
Suspended solids (“SS”)
emissions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
ton 11.23 18.26 27.72
Other wastewater pollutants /H1100/H1100/H1100ton 212.58 32.44 10.57
Solid waste
Hazardous waste generated /H1100/H1100/H1100ton 20,691.33 41,279.24 51,659.48
Non-hazardous waste
generated /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
ton 54,647.67 70,252.11 85,824.55
Amount of hazardous waste
recovered for reuse or
recycling /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
ton 4,458.66 902.83 735.47
Amount of non-hazardous waste
recovered for reuse or
recycling /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
ton 47,366.64 62,207.99 61,559.72
Major Packaging Materials
Paper /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100ton 10,035.14 7,740.10 18,389.77
Plastic /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100ton 25,741.13 34,780.76 41,059.18
Refrigerant
R404a /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100kg 0.00 4.00 0.00
R134a /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100kg 109.00 1,096.00 1,205.00
R410A /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100kg 0.00 929.70 1,818.80
R-22 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100kg 106.50 1,064.60 1,581.60
R-32 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100kg 180.00 1,621.25 1,702.50
R-12 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100kg 0.00 0.00 0.00
R407C /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100kg 68.00 116.00 74.00
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Energy Management
We have established the Energy Management System Manual and related procedure
documents, under which we implement practical energy-saving measures, increase the proportion
of clean energy in our energy mix, and enhance the efficiency of energy and resource use across our
operations. We are also committed to strengthening our energy management system. As of
December 31, 2025, 15 of our production entities had obtained ISO 50001 energy management
system certification.
With respect to energy-saving improvements, we carry out regular retrofits across five major
energy-use modules — production electricity, gas supply systems, central air-conditioning,
workshop ventilation/fans, and domestic and office utilities — and we continuously track
implementation and performance.
In addition, we actively explore alternatives to conventional fossil fuels and continue to
increase investment in clean energy. We promote our energy transition by procuring green
certificates and installing PV generation facilities. Since 2012, certain of our production sites have
progressively installed photovoltaic power generation facilities on the unused rooftops of plant
buildings or other structures.
As of December 31, 2025, the Energy Efficiency Program (“EEP”) delivered electricity
savings of approximately 44,034,586 kWh, corresponding to an estimated reduction of
approximately 24,243 tons of carbon emissions (including the carbon reduction attributable to heat
savings). In addition, we purchased approximately 703,062 MWh of green certificates,
corresponding to an estimated reduction of approximately 373,045 tons of CO
2 emissions.
As for energy management objectives, we plan to increase the proportion of clean energy in
our operations. By 2027, we aim to have direct purchases of green electricity and photovoltaic
power account for 45% of total electricity consumption.
For the year ended December 31,
Metrics Unit 2023 2024 2025
Energy consumption
Total energy consumption /H1100/H1100/H1100/H1100MWh 1,055,028.25 1,269,703.69 1,897,793.37
Direct energy consumption /H1100/H1100/H1100MWh 49,381.36 59,141.64 86,499.91
Indirect energy consumption /H1100/H1100MWh 1,005,646.89 1,210,562.04 1,811,293.47
Purchased electricity
consumption /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
MWh 937,682.92 1,131,691.94 1,379,317.67
Purchased heat consumption /H1100/H1100GJ 82,437.49 66,187.50 143,113.30
Renewable energy
consumption /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
MWh 45,064.67 60,484.68 392,222.10
Gasoline consumption /H1100/H1100/H1100/H1100/H1100/H1100litres 316,200.39 335,363.31 291,666.24
Diesel consumption /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100litres 1,156,831.55 1,289,531.47 1,285,472.80
Natural gas consumption /H1100/H1100/H1100/H110010,000 cubic
metres
314.44 377.00 651.80
Liquefied petroleum gas
(“LPG”) consumption /H1100/H1100/H1100/H1100/H1100
cubic metres 155.61 364.99 91.86
Total energy consumption
intensity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
MWh/revenue of
RMB10,000
0.31 0.29 0.37
Note: Since the previously reported natural gas consumption for Chinese Mainland in 2024 has been revised to
3,749,495 cubic meters, global natural gas consumption for 2024 stands at 3,770,041.43 cubic meters.
Water Management
We are committed to reducing our operational reliance on water resources and mitigating any
potential adverse impacts on water bodies.
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Our water supply is primarily drawn from municipal networks and is used for domestic
purposes and for auxiliary utilities in our production processes, including cooling towers, boilers,
and steam systems. Certain plants are equipped with purified-water systems to safeguard
process-water quality, and we have strengthened the monitoring of domestic and drinking water
quality.
As of December 31, 2025, seven sites joined the Clean Water Program (of which four met its
requirements) to improve water efficiency, and we have adopted circular cleaning technologies
expected to reduce water consumption by around 70%, cleaning agent use by 60% and cleaning line
footprint by 30%.
For the year ended December 31,
Metrics Unit 2023 2024 2025
Water consumption
Total water Withdrawal /H1100/H1100/H1100/H1100/H1100t 6,282,058.43 7,451,083.41 7,784,214.37
Total water consumption /H1100/H1100/H1100/H1100/H1100t 6,149,843.75 7,291,471.61 7,209,072.33
Water consumption intensity /H1100/H1100ton/revenue of
RMB10,000
1.80 1.65 1.40
Responding to Climate Change
Governance
Pursuant to the GHG Quantification and Reporting Management Procedures, the General
Manager of Operations is responsible for establishing and continuously enhancing the Company’s
systems for energy conservation, emissions reduction and GHG management, and for coordinating,
driving and implementing the Company’s GHG inventory and energy-saving/emissions-reduction
initiatives.
Strategy
With reference to the applicable requirements, we identify climate-related risks and
opportunities that may arise in our operations and have formulated preliminary response measures.
Through climate scenario analysis, we assess the potential impacts of such risks and opportunities
on our business in the short-term, short- to medium-term, medium- to long-term and the long-term.
Physical risks
To evaluate the impacts of extreme weather on the Company, we refer to the Shared
Socioeconomic Pathway (“SSP”) scenarios set out in the IPCC Sixth Assessment Report (“AR6”),
selecting the low-emissions scenario SSP1-2.6 and the high-emissions scenario SSP5-8.5, and we
have conducted qualitative assessments of higher-exposure physical risks and made positive
mitigation measures.
The physical risks faced by our company primarily stem from acute and chronic climate
events. In terms of acute risks, typhoons, heatwaves, and floods may lead to production site
shutdowns, damage to facilities and equipment, and supply chain disruptions, resulting in
operational interruptions, increased repair costs, and higher energy consumption. Regarding chronic
risks, long-term sea-level rise could threaten coastal facilities, forcing us to invest additional capital
in reinforcement or relocation, while also affecting logistics stability. To address these challenges,
we have developed comprehensive adaptation measures, including upgrading building wind
resistance and drainage capabilities, stockpiling emergency supplies, adjusting working hours to
cope with extreme heat, and establishing robust early-warning systems and emergency response
plans, aiming to reduce the risk of business disruption and enhance overall climate resilience.
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Transition risks
To assess potential transition risks arising during the course of climate change, we refer to the
scenarios published by the Network for Greening the Financial System (“NGFS”) and have selected
the “Orderly” and “Hot House World” scenarios to conduct qualitative assessments of higher-
exposure transition risks and made related mitigation measures.
The transition risks faced by our Company primarily stem from policy, legal, market, and
technological factors. For example, increasingly stringent low-carbon policies and compliance
requirements may increase transition costs and compliance pressure. To address these challenges,
we are advancing energy-saving retrofits, increasing the use of clean energy, and closely monitoring
policy developments to ensure compliant operations and mitigate transition risks.
Climate-related opportunities
We have also identified opportunities arising from climate change, including (i) reductions in
the stock and consumption of fossil fuels, (ii) the “Dual-Carbon” goals (carbon peaking and carbon
neutrality), (iii) wider adoption and declining costs of green production technologies, (iv) growing
demand for clean energy, and (v) the rapid development of the NEV market. We have formulated
corresponding plans and measures to capture these opportunities.
Risk management
We conduct an annual identification and assessment of carbon emissions risk factors,
comprehensively identifying those that are controllable or influenceable within our operations and
consolidating them into a risk register. For identified factors, we evaluate four dimensions —
likelihood of occurrence, time horizon of impact, scope of impact and severity of impact. Factors
exceeding defined thresholds are designated as material risk sources and are brought under
enhanced management and control.
Metrics and targets
We are committed to strengthening the monitoring and management of GHG emissions, and
during the Track Record Period we completed the inventory of emissions arising from our
production and operational activities. In addition, we have actively carried out GHG verification
work. As of December 31, 2025, 7 of our production entities had obtained organisational GHG
verification under ISO 14064-1, and 2 production entities had obtained product carbon footprint
verification under ISO 14067.
For the year ended December 31,
Unit 2023 2024 2025
GHG emissions
Scope 1 GHG emissions /H1100/H1100/H1100/H1100/H1100tCO2e 11,103.08 20,087.76 28,515.60
Scope 2 GHG emissions /H1100/H1100/H1100/H1100/H1100tCO2e 544,429.77 653,612.48 978,336.22
Scope 3 GHG emissions /H1100/H1100/H1100/H1100/H1100tCO2e 134,801.92 155,671.49 225,117.83
GHG emission intensity /H1100/H1100/H1100/H1100/H1100tCO2e/revenue of
RMB10,000
0.20 0.19 0.24
Notes:
(1) The sources of data for scope 1 GHG emissions are the consumption of gasoline, diesel fuel, natural gas, LPG
and refrigerants during operations.
(2) The source of data for scope 2 GHG emissions is the consumption of purchased electricity and purchased heat
during operations.
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(3) Scope 3 GHG emissions include Category 3: Fuel- and energy-related activities, Category 6: Business Travel,
Category 7: Employee Commuting.
(4) Scope 1 and scope 2 GHG emissions are calculated with reference to the General Principles for Calculating
Comprehensive Energy Consumption (GB/T2589-2020) standard, the Intergovernmental Panel on Climate
Change (“IPCC”) 2006 National Greenhouse Gas Inventory Guidelines, the Announcement on the Release of
CO
2 Emission Factors for Electricity in 2022 and the Announcement on the Release of CO 2 Emission Factors
for Electricity in 2023 by Ministry of Ecology and Environment. Scope 3 GHG emissions are calculated with
reference to the Greenhouse Gas Protocol Corporate Value Chain (Scope 3) Accounting and Reporting
Standard.
Opportunities in Clean Tech
We continue to explore clean technologies and increase our R&D investment to capture
opportunities in new-energy businesses, and we are committed to driving industrial upgrading
through advanced technologies and green manufacturing practices.
Our clean-technology business primarily covers new-energy batteries, photovoltaic inverters
and energy storage batteries, with a number of outcomes demonstrating strong performance in
extending product life, reducing energy consumption and conserving resources. In terms of
materials selection, we incorporate recycled aluminium and recycled PC resin into certain products
to reduce lifecycle emissions and resource use. In product development, we proactively factor in
environmental considerations and strictly control the proportion of products involving energy-
intensive processes within our overall product portfolio.
Social
Labor Management
We strictly adhere to the Labor Law of the People’s Republic of China, the Labor Contract
Law of the People’s Republic of China, and other relevant laws and regulations, and establish
guidelines such as Anti-Discrimination Management Measures, Management Measures for
Collective Bargaining and Freedom of Association, Management Standards for Prohibiting Forced
Labor, Management Regulations on Juvenile Workers, Student Workers, and Prohibition of Child
Labor, Employee Handbook, Management Standards for Preventing Harassment, Violence, Abuse,
and Retaliation, and Labor Protection Management Standards for Female Employees and Persons
with Disabilities. Our strict policies clearly demonstrate our commitment to protection of
employees’ legal rights.
We adhere to the principles of “openness, fairness, and impartiality,” providing equal
opportunities to every employee regardless of their race, gender, age, religious beliefs, or disability
status. We sign labor contracts in accordance with the law, clearly defining the rights and
obligations of both parties, thereby protecting the legitimate rights and interests of employees. This
fosters a diverse and inclusive work environment.
Our human resources due diligence investigation encompasses an examination of fundamental
human rights risks, and the core investigation process is a closed-loop system integrating periodic
assessments and continuous monitoring, specifically including risk identification, analysis and
assessment, and improvement and follow-up. Our focus is to ensure employees’ basic rights and
dignity are respected and protected.
Adhering to the principles of equality and non-discrimination, we provide comprehensive
social insurance and benefits to all employees, including housing subsidy, communication subsidy,
meal subsidy, work environment subsidy, and professional title subsidy. In addition to these
subsidies, we offer flexible working hours and provide paid sick leave that exceeds statutory
standards. Some employees may also receive additional commercial insurance coverage.
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During the Track Record Period, there were no incidents involving violations of freedom of
association, collective bargaining rights, forced labor, illegal servitude, child labor, or any form of
discrimination.
The following is the distribution of our employees by gender, age and geographical region for
the indicated years:
Metrics
Employee type
(person) For the year ended December 31,
2023 2024 2025
Total number of employees /H1100/H1100/H1100– 78,952 85,284 100,434
By gender /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Male 47,312 51,653 60,547
Female 31,640 32,577 38,404
Others – 1,054 1,483
By age group /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029 and below 35,618 37,533 45,003
30-49 41,674 44,525 51,809
50 and above 1,639 2,169 2,121
Others 21 1,057 1,501
By geographical region /H1100/H1100/H1100/H1100/H1100China (Chinese
Mainland, Hong
Kong, Macau
and Taiwan)
66,433 70,410 83,530
Asia (except
China)
10,818 11,797 13,458
Europe 589 425 490
North America 17 1,043 1,501
South America 1,095 1,609 1,455
Note:
(1) “Others” refers to situations where data cannot be collected or obtained due to overseas information and
privacy protection restrictions.
Employee Training and Development
We place a high emphasis on employee career development and have established a
comprehensive training system that covers new employee onboarding, job-specific training, and
ongoing professional development. Training programs cover all employees, contractors, and
dispatched workers. We encourage employees to pursue further education while employed and
enhance their competencies and skills.
We pay attention to the growth and leadership development of each employee. We have
established clear and diversified promotion pathways, along with a robust and scientific promotion
system. Our system delineates clear processes for operational channels, professional channels, and
managerial level advancements, clearly defining the development opportunities and qualification
requirements for each position.
Occupational Health and Safety
We strictly adhere to the Occupational Safety and Health Law of the People’s Republic of
China, the Law of the People’s Republic of China on the Prevention and Control of Occupational
Diseases, and other relevant laws and regulations. We have established safety production
regulations, including the Occupational Health Management Procedures, the EHS Incident
Reporting, Investigation, and Handling Management Procedures, the Labor Protection Supplies
Management Procedures, and the Fire Safety Management Procedures. We have set health and
safety objectives: zero fires, zero serious injuries, zero fatalities, and zero occupational diseases.
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As the core body for occupational health and safety management, the Group’s EHS department
leads the development and implementation of a full-coverage EHS management system and
oversight mechanism. As of December 31, 2025, 35 production entities have obtained ISO 45001
certification.
 Emergency Response: We conduct routine and special inspections, and develop response
plans for on-site incidents. For work-related injuries, illnesses or near misses, timely
investigations are carried out to identify root causes, implement and verify corrective
actions, and ensure full closed-loop management.
 Risk Identification: Occupational health risks are categorized into three levels. For
environments with dust exposure, we install efficient dust removal systems and employ
wet operations and enclosed processes to reduce dust exposure. In high-noise
workplaces, equipment layouts are optimized, noise-reducing materials are used, and
professional earplugs or noise-cancelling earmuffs are provided to employees. To
address harmful gases, we equip high-efficiency ventilation systems and gas detection
alarms to ensure the air quality consistently meets the national occupational health
standards.
 Occupational Disease Prevention: We mandate that all employees undergo a health
examination before starting employment, organize annual health check-ups and establish
employee health records for all staff. For employees in special occupations, more
stringent and specific occupational health examinations are arranged. Regular
occupational health and safety training is conducted to enhance employees’ self-
protection awareness.
Supply Chain Management
We have established a comprehensive supplier management system that covers the entire
process from supplier selection to supplier review and evaluation. We formulated the Supplier
Management Procedures and Procurement Control Procedures, etc., to continually standardise and
upgrade the supply chain management process.
 Supplier Admission: We require new suppliers to sign a series of agreements such as
Environmental Protection Agreement, Supplier Integrity Agreement, Supplier
Commitment to Fulfilment of Social Responsibility, Questionnaire on REACHSVHC
Substances, Supplier Commitment to Conflict-Free Minerals, etc., clearly defining the
suppliers’ commitment to social responsibility, environmental protection and product
quality.
 Supplier Audits: We implement a refined classification and grading management
strategy for suppliers. Taking into account factors such as suppliers’ qualification rate,
cost control, delivery punctuality, service level and environmental compliance, we
classify suppliers into three major categories, namely qualified, limited and eliminated,
and refine them into five levels of management to conduct monthly and annual
evaluations.
 Green Procurement: We have conducted monthly environmental and social risk
assessment of suppliers. Suppliers are required to ensure that the products supplied
comply with the RoHS Directive, Halogen Restriction and REACH and other
environmental requirements, and pass our compliance assessment.
 Conflict Minerals Management: We refrain from purchasing any conflict minerals that
directly or indirectly finance armed conflict areas, and conduct rigorous surveys of all
products and materials that may contain conflict minerals such as gold, tantalum, tin,
tungsten, cobalt and mica. As of December 31, 2025, we achieved 100% traceability of
the origin of our raw materials and confirmed that all raw materials were free of conflict
minerals.
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Product Quality
We adhere to the quality policy of customer satisfaction as the center, quality first as the focus,
technological innovation as the core, and continuous improvement as the constant, and ensure
professionalism and core competitiveness through independent business lines and a strict quality
supervision system.
We implement quality management throughout the entire lifecycle of product manufacturing.
From product inspection and audits to the treatment of non-conforming products, product
traceability and continuous improvement in later stages, we have formulated a complete set of
system and procedures, including the Inspection Control Procedure, the Product Audit Management
Guidelines, the Annual Product Audit Plan, the Nonconforming Product Control Procedure, the
Product Identification and Traceability Procedure, and the Continuous Improvement Procedure.
We strictly implement the Quality, HSPM and EHS Management Manuals to ensure effective
quality control throughout production. We conduct annual external audits to optimise quality
management. As of December 31, 2025, all production entities hold ISO 9001, ISO 13485, QC
080000 certifications, with automotive-related entities additionally holding IATF 16949. We also
conduct quality training to enhance employees’ quality awareness and professional skills.
Public Welfare and Charity
In the active practice of corporate social responsibility, we focus on rural revitalization,
education, healthcare, and environmental protection. We continuously invest resources to support
sustainable social development.
We implement a continuous charity plan supporting education and social welfare, including
voluntary blood donation, assistance to needy employees, donations to special education schools for
children with special needs, and university collaborations with scholarships, grants and project
support. Additionally, we focus on innovation through renewable energy and smart electronics
collaborations, fulfilling corporate social responsibility to contribute to economic and social
development.
Governance
Business Ethics
We strictly adhere to applicable laws and regulations such as the Anti-Monopoly Law of the
People’s Republic of China, the Anti-Unfair Competition Law of the People’s Republic of China,
and the Anti-Money Laundering Law of the People’s Republic of China. We establish a
comprehensive anti-corruption framework and whistleblower mechanisms, and conduct internal
audits of anti-bribery and anti-corruption policies and business ethics standards, fostering a clean
and upright business environment.
We uphold the principles of honesty and fairness in business activities, carry out the business
work in accordance with the Anti-Bribery Management Regulations, and stipulate in the Employee
Handbook that employees shall not take advantage of the convenience of their work or position to
provide, request, accept or promise improper benefits to the relevant parties, as well as any
embezzlement and bribery and other unlawful and disorderly conduct. In the event of any violation,
we have the right to unilaterally terminate the labor contract.
We have established whistleblowing channels in different forms, including reporting
mailboxes and telephones. We firmly reject any retaliation against whistleblowers and effectively
protect their rights and interests of whistleblowers. The work is reported directly to the Audit
Committee.
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PROPERTIES
As of December 31, 2025, we occupied certain properties for business operations. Such
properties are used for non-property businesses as defined in Section 5.01(2) of the Listing Rules
and consist primarily of our production facilities, warehousing facilities, offices, sales and customer
service offices and R&D centers. According to section 6(2) of the Companies (Exemption of
Companies and Prospectuses from Compliance with Provisions) Notice, 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 Latest
Practicable Date, none of the properties leased by us had a carrying amount of 15% or more of our
consolidated total assets.
Owned Properties
As of December 31, 2025, we owned properties in 39 locations with an aggregate gross floor
area of 3,409,194 sq.m. As of the Latest Practicable Date, we had not obtained property ownership
certificates for 60 major self-owned buildings, with an aggregate gross floor area of approximately
153,582.15 sq.m. Among these, 22 buildings with an aggregate gross floor area of 64,036.37 sq.m.
are used for production and operational purposes, while the remaining buildings are used for
non-production and non-operational purposes. In addition, our two construction projects with a total
gross floor area of 197,125.08 square meters were recently completed and are currently in the
process of obtaining the real property ownership certificates. These buildings are identified as major
buildings on the basis that they are owned by our major subsidiaries under the PRC legal opinion,
namely subsidiaries (i) any of whose financial data, such as revenue, total profit or total assets,
accounted for more than 5% of the corresponding financial data in our consolidated financial
statements during any period within the Track Record Period; or (ii) which, as of the end of the
Track Record Period, held significant fixed assets or material intellectual property rights and were
of importance to our business.
The reasons for the failure to obtain property ownership certificates include, among others, the
absence of necessary construction approval documents, such as the failure to obtain the
Construction Project Planning Permit, the lack of valid and lawful ownership certificates for the
properties at the time of acquisition, the pending completion of ownership registration procedures
for pre-sold commercial properties purchased from third parties and that the Company is in the
process of obtaining the real property ownership certificates for its construction projects upon their
completion. Under PRC law, where a Construction Project Planning Permit has not been obtained,
real estate ownership registration cannot be completed and, accordingly, the relevant property
ownership certificate cannot be issued. We have been advancing the application for the real estate
ownership certificates for the above properties and have commenced the necessary construction
approval procedures for those properties requiring such formalities. The gross floor area of the
aforementioned properties accounts for a relatively small proportion of the total gross floor area of
all properties used by us and such properties are not critical to our business operations, accordingly,
such non-compliance will not have a material adverse effect on our overall production and
operation. According to the penalty provisions stipulated in the Urban and Rural Planning Law of
the PRC () where construction proceeds without obtaining a
construction project planning permit or fails to comply with the provisions of such permit, the
competent urban and rural planning authority of the local people’s government at or above the
county level shall order cessation of construction. Where corrective measures may still be taken to
eliminate the impact on planning implementation, rectification shall be required within a specified
period, subject to a fine of not less than 5% but not more than 10% of the construction project cost.
Where corrective measures cannot eliminate the impact, demolition shall be ordered within a
specified period. Where demolition is impracticable, the physical structure or illegal income shall
be confiscated, and a fine of not more than 10% of the construction project cost may be imposed
concurrently.
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Leased Properties
As of December 31, 2025, we leased properties in 39 locations with an aggregate gross floor
area of 2,159,581 sq.m. According to applicable PRC laws and regulations, the lessor and the lessee
to a lease agreement are required to file the lease agreement with relevant government authorities
within a prescribed time period. As of the Latest Practicable Date, we have leased a total of 26
major buildings from third parties for production and operational purposes in Chinese Mainland,
with an aggregate gross floor area of approximately 623,965.43 sq.m., and had not filed some of
the lease agreements for these properties, due to the lessors’ failure to cooperate at the time of lease.
Such buildings are leased by our domestic subsidiaries whose absolute values of any of the
following financial data, such as revenue, total profit or total assets, in any period during the Track
Record Period, accounted for more than 5% of the corresponding financial data in our consolidated
financial statements, or which, as of the end of the Track Record Period, held important fixed assets
or significant intellectual property rights and were of business importance, for production and
operational purposes in Chinese Mainland. As advised by our PRC Legal Adviser, the absence of
registrations will not affect the validity of the lease agreements, nor materially and adversely affect
our operations but we may be ordered by relevant competent authorities to complete the filing
within a designated time limit, and may be subject to fines from RMB1,000 to RMB10,000 for each
such lease agreement for failure to do so within the time limit. As advised by our PRC Legal
Adviser, given that the non-compliance properties are not critical to our business operations, if the
filing of these lease agreements can be completed in accordance with relevant laws and regulations
within the prescribed time limit ordered by the competent governmental authorities, such
circumstances would not have any material adverse impact on our business operations. We are
proactively liaising with property owners to obtain the required documents for lease agreement
filings, and will proceed with the filings once the documents are available. For future leases, we will
communicate with the lessors prior to entering into the lease agreement to ensure the compliance
with applicable laws and regulations.
LICENSES, APPROV ALS AND PERMITS
We are required to maintain various licenses, permits and approvals in order to operate our
business. We continually monitor our compliance with the requirements related to licenses, permits
and approvals in order to ensure that we have all such licenses, permits and approvals which are
necessary to operate our business. Based on the consultation with our PRC Legal Adviser, adviser
to Finnish laws, adviser to Indian laws, adviser to Singapore laws and adviser to Hong Kong laws,
during the Track Record Period and up to the Latest Practicable Date, we had obtained all requisite
licenses, approvals and permits, if any, from relevant authorities that are material to the operation
of our main existing business. The following table sets forth the licenses, approvals and permits that
are material to our operations in the PRC as of December 31, 2025:
Licenses, Approvals, Permits Holder Date of Grant Date of Expiration
Filing Certificate for Customs
Clearance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Our Company – –
Filing Certificate for Customs
Clearance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Dongguan Obi-di Precision
Hardware Co., Ltd.
(ږ
ʮ̡)
– Indefinite
Enterprise Import and Export
Credit Information Filing
Registration of China
Customs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
A-CORE Jiangmen
Electronics Co., Ltd.
(ʮ̡)
– 2099.12.31
Filing Certificate for Customs
Clearance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Dongguan Lingjie – Indefinite
Filing Certificate for Customs
Clearance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Chengdu Lingyi
Technology Co., Ltd.
(ʮ̡)
– Indefinite
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Licenses, Approvals, Permits Holder Date of Grant Date of Expiration
Customs Declaration Unit
Registration Information
Form /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Guilin Salcomp Electronic
Technology Co., Ltd.
(ᒄဧੰཥɿҦஔϞ
ʮ̡)
2026.04.29 –
Filing Certificate for Customs
Clearance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
LS City Technology
(Jiangsu) Co., Ltd.
(Ҧ(Ϫᘽ)ࠢ
ʮ̡)
– Indefinite
Filing Certificate for Customs
Clearance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Lingsheng Electronic – Indefinite
Filing Certificate for Customs
Clearance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Lingyi Technology – Indefinite
Customs Declaration Unit
Registration Information
Form /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Salcomp (Shenzhen)
Co., Ltd.
(ᒄဧੰҦஔ(ଉέ)ࠢ
ʮ̡)
2008.01.24 2099.12.31
According to our PRC Legal Adviser, there is no material legal impediment to the renewal of
the above licenses, approvals and permits. Our directors believe that we had obtained all necessary
licenses, approvals and permits that are material to our business during the Track Record Period and
up to the Latest Practicable Date.
INDIRECT IMPACT RELATING TO TARIFFS, EXPORT CONTROL, AND ECONOMIC
SANCTIONS
Regarding our procurement process, as of the date of this Prospectus, China has imposed a
10% additional retaliatory tariff specifically on goods originating from the U.S., with no similar
additional tariff measures applied to other countries or regions. Given that U.S.-origin raw materials
account for less than 0.5% of our total procurement valu e — a relatively minor proportion of our
overall supply chain — we believe these tariff measures do not have a material impact on our
procurement operations. Furthermore, in terms of export controls and international sanctions,
although a portion of the raw materials we procure is subject to the U.S. Export Administration
Regulations, not all procurements of the aforementioned items are subject to restrictions; rather,
such restrictions apply only to specific items subject to control measures targeting China. Only
items falling under specific Export Control Classification Numbers are subject to stringent licensing
requirements or restrictions. As of the date of this Prospectus, we have not experienced any
reduction or cancellation of purchase orders by upstream suppliers due to export controls or
sanctions. Additionally, we have received no notifications from suppliers regarding specific export
control restrictions or licensing requirements related to the goods sold to us. Consequently, we are
of the view that current export control and international sanction measures do not have a material
adverse effect on our procurement process.
Regarding our downstream sales, as of the date of this Prospectus, although the general 10%
Section 122 tariffs have been ruled invalid by the CIT, the Federal Circuit has entered an
administrative stay, suspending the implementation of the CIT’s order. Therefore, the tariffs are still
being collected by the U.S. government; however, such measures remain subject to frequent
adjustments. During each year of the Track Record Period, to the best of our knowledge, the revenue
derived from our products exported to the U.S. accounted for only 0.16% in 2023, 0.76% in 2024,
and 0.36% in 2025, respectively of our total revenue. Furthermore, we have not experienced any
cancellation or reduction of orders from downstream customers attributable to U.S. tariff measures.
Accordingly, we believe that the relevant tariff measures do not have a material impact on our
business operations. In terms of export controls and international sanctions, although items subject
to the U.S. Export Administration Regulations are not limited to U.S.-origin items but may also
encompass items manufactured in other countries (for instance, those incorporating a certain
percentage of U.S.-origin content), our products do not fall within the aforementioned scope.
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Consequently, our sales activities do not constitute a violation of the U.S. Export Administration
Regulations. Additionally, we have not engaged in any sanctioned activities, nor have we been
subject to sanctions risks under applicable sanctions guidance. Consequently, we are of the view
that the relevant export control and sanction measures do not have a material adverse effect on our
downstream sales or overall financial position.
LEGAL PROCEEDINGS AND COMPLIANCE
During the Track Record Period and up to the Latest Practicable Date, we had not been
involved in any actual or pending legal, arbitration or administrative proceedings (including any
bankruptcy or receivership proceedings) that we believe would have a material adverse effect on our
business, results of operations, financial condition or reputation and compliance.
Based on the consultation with our PRC Legal Adviser, adviser to Finnish laws, adviser to
Indian laws, adviser to Singapore laws and adviser to Hong Kong laws, the business operations we
engaged in had been carried out in compliance with applicable PRC, Finnish, Indian, Singapore and
Hong Kong laws and regulations in all material respects during the Track Record Period and up to
the Latest Practicable Date. Our directors believe that we had complied with all applicable laws and
regulations in all jurisdictions in which we operate during the Track Record Period and up to the
Latest Practicable Date.
RISK MANAGEMENT AND INTERNAL CONTROL
We have established and currently maintain risk management and internal control systems
consisting of policies and procedures that we consider to be appropriate for our business operations.
We are dedicated to continuously improving these systems. We have adopted and implemented risk
management policies in various aspects of our business operations. Our Board is responsible for the
establishment and updating of our internal control systems, while our internal audit department
monitors the daily implementation of the internal control procedures and measures with respect to
each subsidiary and functional department.
In preparation for the Listing, we have engaged an Independent Third Party consultant
(Internal Control Consultant) to perform a review over selected areas of our internal controls over
financial reporting in 2025 (Internal Control Review). The scope of the Internal Control Review
performed by the Internal Control Consultant was agreed between us and the Internal Control
Consultant. The selected areas of our internal controls over financial reporting that were reviewed
by the Internal Control Consultant included entity-level controls and business process level
controls, including (i) financial reporting procedures and disclosure control, (ii) revenue, sales,
trade receivables and collection procedures, (iii) procurement, trade payable, fees and payment, (iv)
production and costing, (v) inventory management and logistics, (vi) bank, cash and fund
management, (vii) asset management, (viii) engineering management, (ix) human resources and
salary management, (x) taxes, (xi) IT general controls, and (xii) R&D and IP management.
Following the Internal Control Review, we implemented rectification and improvement measures,
as appropriate, in response to the findings and recommendations of the Internal Control Consultant.
The Internal Control Consultant performed follow-up review procedures to assess the effectiveness
of our internal control system and did not identify any material deficiencies in our internal control
system.
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A W ARDS AND RECOGNITIONS
The following table sets forth the material awards we received as of the Latest Practicable
Date:
Award/Recognition Award Authority Award Y ear
Fortune China 500 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Fortune 2018 to 2025
2025 First World Humanoid Robot Games – Dual
Champion in “Mixed Material Sorting” and “Material
Handling” Skills Competition (2025ɛҖዚ
ኜɛ༶ਗึ“ʱౝҦঐᘩҦ”ʿ“ย༶Ҧঐᘩ
Ҧ”ࠏڿࣘ)H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
World Humanoid Robot
Games
2025
2025 First World Humanoid Robot Games – Third
Place in “Material Organizing” Skills Competition
(2025ɛҖዚኜɛ༶ਗึ“዆ଣҦঐᘩ
Ҧ”ࠏ֙)H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
World Humanoid Robot
Games
2025
Top 500 Chinese Private Enterprises
(ʕ਷͏ᐄΆุ500੶) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
All-China Federation of
Industry and
Commerce
2024-2025
ESG Potential Case Study
(ΆุESGԷ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Ministry of Ecology and
Environment of China
2025
China Best Managed Companies
(ʕ਷ՙ൳၍ଣʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
BMC 2025
2024 Xiaomi Global Core Supplier Conference – Best
Partner (2024ːԶᏐਠɽึ-௰ԳΥЪྫ
М) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Xiaomi 2024
2024 Lenovo Group Global Supplier Conference –
Perfect Quality Award (2024 ᑌซණྠΌଢԶᏐਠɽึ
–ሯඎᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Lenovo 2024
Outstanding Strategic Partner Award
(˙௫̈኷ଫྫМᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
BOE 2024
Honor ‘Gold Medal in Quality Management’ ( ࿲ᘴ“ሯ
೐ᆤ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Honor 2024
Perfect Quality (PERFECT QUALITY) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Lenovo 2024
Kyocera Supplier QCC Achievement Presentation –
Excellence Award
(ԯନԶᏐਠQCCɽึᎴӸᆤ)
/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Kyocera Office
Equipment Technology
(Dongguan) Co., Ltd.
2024
FXCD Macbook Project ‘2024Y Excellent Quality
Award’ (FXCD Macbook ධͦ“2024Y ᎴӸሯඎᆤ”) /H1100/H1100
FXCD 2024
XREAL ‘2024 Excellent Partner of the Year’
(XREAL“2024ᎴӸΥЪྫМ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
XREAL 2024
Terminal Changan OPPO Customer ‘Excellent Quality
Award’ (τOPPO˒“ሯඎᎴӸᆤ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
Changan OPPO 2024
QCC Bronze Award (QCC ზᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shenzhen Quality
Association
2024
QCC Excellence Award (QCC ᎴӸᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shenzhen Quality
Association
2024
Six Sigma First Prize (ီɓഃᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Guangdong Quality
Association
2024
Quality Innovation and Improvement First Prize ( ሯඎ
௴อၾሯඎҷආɓഃᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Guangdong Quality
Association
2024
2nd Special Robot Industry Chain ‘Unveiling’ Activity
– Winning Unit (त၇ዚኜɛପุᗡ“౧࿮”ਗ
Ꮄ௷ఊЗ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Special Industry Chain
Unveiling Promotion
Task Force
2024
6th Dongguan Industrial Engineering and Lean
Management Innovation Competition – First Prize
(୷̹ʈุʈ೻ၾၚू၍ଣ௴อɽᒄɓഃᆤ) /H1100
Dongguan Lean
Production Research
Association
2024
6th Guangdong and Greater Bay Area Industrial
Engineering Innovation Competition – First Prize ( ୋ
࿬ຽಥዦɽᝄਜʈุʈ೻௴อɽᒄɓഃ
ᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Guangdong Mechanical
Engineering Society
2024
BUSINESS
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BOARD OF DIRECTORS
Upon Listing, our Board will comprise seven Directors, including three executive Directors,
one non-executive Director and three independent non-executive Directors. Our Directors serve a
term of three years and may be re-elected for successive re-appointments. The independent
non-executive Directors shall not hold office for more than six consecutive years pursuant to the
relevant PRC laws and regulations.
The following table sets out certain information of our Directors.
Name Age Position/Title
Time of
Joining the
Group
Date of
Appointment
as a Director Role and Responsibility
Executive Directors
Ms. Zeng Fangqin
(ා) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
60 Chairwoman of the
Board, executive
Director and general
manager
December 2,
2011
February 28,
2018
Responsible for the
Group’s strategic
development planning
and operational
management
Mr. Jia Shuangyi
(༠ᕐሒ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
47 Vice chairperson of the
Board, executive
Director and chief
human resources
officer
December 1,
2020
April 20,
2021
Responsible for human
resources management
of our Group
Ms. Huang Jinrong
(࿲) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
46 Executive Director
(employee
representative
Director) and senior
director of finance
department
October 31,
2016
May 22, 2023 Responsible for
providing expertise in
daily financial
operations of our
Group
Non-executive Director
Ms. Wei Zhenghui
(੘ᅄᅆ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
57 Non-executive Director September 26,
2025
September 26,
2025
Responsible for Board-
level decision-making,
oversight of
management, risk
management, and
providing professional
advice to protect the
interests of the
Company and its
Shareholders
Independent Non-executive Directors
Dr. Lau Kin Shing
Charles ( ᄎ਄ϓ) /H1100/H1100/H1100
70 Independent non-
executive Director
June 7, 2021 June 7, 2021 Supervising and
providing independent
judgment to the Board
Dr. Cai Yuanqing
(ᇹʩᅅ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
56 Independent non-
executive Director
October 28,
2022
October 28,
2022
Supervising and
providing independent
judgment to the Board
Mr. Ruan Chao
(Ԥ൴) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
41 Independent non-
executive Director
September 20,
2024
September 20,
2024
Supervising and
providing independent
judgment to the Board
DIRECTORS AND SENIOR MANAGEMENT
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Executive Directors
Ms. Zeng Fangqin (ා), aged 60, is serving as our chairwoman of the Board, a Director,
and the general manager of the Company, primarily responsible for the Group’s strategic
development planning and operational management. Ms. Zeng was re-designated as our executive
Director in October 2025.
Ms. Zeng has extensive experience in business, management, and intelligent manufacturing
sectors. She founded Lingyi Technology Group with the establishment of Lingyi Technology in July
2012. Ms. Zeng served as the legal representative, executive director, and manager of Lingyi
Technology from July 2012 to July 2020. Following the completion of the Reverse Acquisition in
March 2018, Ms. Zeng has been serving as the chairwoman of the Board, Director the general
manager of our Company since then.
Ms. Zeng currently serves as executive directors of certain principal subsidiaries of our
Company including Shenzhen LLmachine, Shengxiang Precision Metal (Dongguan) Co., Ltd. (୷
ʮ̡), Dongguan Lingyi Precision Manufacturing Technology Co., Ltd. (୷ჯ
ʮ̡), LS City Technology (Jiangsu) Co., Ltd. (Ҧ(Ϫᘽ)ʮ̡),
and Chengdu Lingyi Technology Co., Ltd. (ʮ̡).
Mr. Jia Shuangyi ( ༠ᕐሒ), aged 47, has been serving as a Director of the Company since
April 2021 and was re-designated as our Executive Director in October 2025. Mr. Jia joined our
Company in December 2020 and has been serving as the chief human resources officer since
January 2026. Mr. Jia has also been our vice chairperson of the Board since April 2021. Mr. Jia is
primarily responsible for human resources management of our Group. Mr. Jia currently serves as
the director of Lingyi Industry (Zhuhai) Co., Ltd. ( ჯᛄྼุ(मऎ)ʮ̡), a wholly-owned
subsidiary of our Company.
Mr. Jia has over 20 years of experience in human resources management and team
development. Prior to joining our Group, Mr. Jia worked at the American Management Association
(China) from November 2001 to November 2020 with his last position as vice president of sales and
talent solutions, where he was primarily responsible for providing a wide range of management
training and educational services to individuals and organizations.
Mr. Jia obtained his bachelor’s degree in economics from Zhengzhou University ( ቍψɽኪ)
in July 2001.
Ms. Huang Jinrong (࿲), aged 46, has been serving as a Director of the Company since
May 2023 and was re-designated as our Executive Director in October 2025. Ms. Huang joined our
Group in October 2016 and has been serving as a senior director of finance department since
January 2023. Ms. Huang is primarily responsible for providing expertise in daily financial
operations management of our Group. She is also responsible for consulting employees on major
decisions and conveying board resolutions, representing employees’ interests, and reporting to the
employee representative meeting on the performance of her duties as an employee representative
director. Ms. Huang currently holds several directorships, supervisory roles, and senior positions in
a number of subsidiaries of our Company, including but not limited to Lingyi Industry (Zhuhai) Co.,
Ltd. ( ჯᛄྼุ(मऎ)ʮ̡), Guilin Lingyi Manufacturing Co., Ltd. (ʮ̡),
Shenzhen Lingyi Technology Supply Chain Management Co., Ltd. (ҦԶᏐᗡ၍ଣϞ
ʮ̡), Shenzhen Lingyi Liangcai Trading Co., Ltd. (ʮ̡) and
Dongguan Lingjie.
Ms. Huang has over 15 years of experience in finance industry. Prior to joining our Group, Ms.
Huang worked at Dongguan Taite Glass Products Co., Ltd. (ʮ̡) from
2010 to 2016, where she was mainly responsible for financial matters.
DIRECTORS AND SENIOR MANAGEMENT
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Ms. Huang completed an accounting program through correspondence from Zhongnan
University of Economics and Law (ɽኪ) in the PRC in June 2020. Ms. Huang was
accredited as a non-practicing Certified Public Accountant in April 2021.
Non-executive Director
Ms. Wei Zhenghui ( ੘ᅄᅆ), aged 57, has been serving as a Director of the Company since
September 2025 and was re-designated as our non-executive Director in October 2025. Ms. Wei is
primarily responsible for board-level decision-making, oversight of management, risk management,
and providing professional advice to protect the interests of the Company and its Shareholders.
Ms. Wei has years of experience in human resources and corporate management across various
industries. She previously served as the human resources director at China Grand Group Co., Ltd.
(ப΂ʮ̡) and later held positions as a director and vice president at Siyuan
Xingye Real Estate Brokerage Co., Ltd. (ʮ̡), now known as
Beijing Siyuan Xingye Real Estate Services Group Co., Ltd. (΅Ϟ
ʮ̡). Subsequently, she joined KE Holdings Inc. (ʮ̡), a company listed on the
New York Stock Exchange (ticker: BEKE) and the Hong Kong Stock Exchange (stock code:
2423.HK), as the vice president, where she worked from 2015 to 2024. Since January 2024, Ms. Wei
has been serving as a partner at Beijing Linkage Times Media Co., Ltd. (ʮ
̡).
Ms. Wei received a bachelor’s degree in science from the University of Science and
Technology of China (ኪҦஔɽኪ) in the PRC in July 1991.
Independent Non-executive Directors
Dr. Lau Kin Shing Charles ( ᄎ਄ϓ), aged 70, was appointed as an independent Director of
our Company in June 2021 and re-designated as an independent non-executive Director in October
2025. He is primarily responsible for supervising and providing independent judgment to the Board.
Dr. Lau has over 20 years’ experience in finance, corporate governance, and compliance. From
February 2000 to April 2010, he worked at China Resources Enterprise Limited (ʮ
̡) (currently known as China Resources Beer (Holdings) Company Limited ( ശᆗਭৢ(ٰ)ࠢ
ʮ̡)), a company listed on the Stock Exchange (stock code: 0291.HK) with his last position as vice
president and internal audit director, responsible for internal audit. From March 2010 to November
2012, he successively served as the chief financial officer and the joint company secretary of
Miramar Hotel and Investment Company, Limited (ʮ̡), a company listed on
the Stock Exchange (stock code: 0071.HK), responsible for group corporate planning and control.
From December 2012 to March 2014, he served as the executive director, chief investment officer,
and company secretary of China Public Procurement Limited (ʮ̡) (currently
known as Cherish Sunshine International Limited (ʮ̡)), a company listed on the
Stock Exchange (stock code: 1094.HK), responsible for investment-related work. From December
2013 to August 2015, he worked as the chief operating officer of ImagineX Overseas Limited (ڲ
ʮ̡), responsible for brand management and distribution. From August 2015 to
September 2020, he served as the chief financial officer and company secretary at Sitoy Group
Holdings Ltd. (ʮ̡), a company listed on the Stock Exchange (stock code:
1023.HK), responsible for compliance-related work. Dr. Lau successively served as an executive
director and non-executive director of Sitoy Group Holdings Ltd. (ʮ̡) from
June 2017 to November 2024. He also served as the independent non-executive director of China
Financial Leasing Group Limited (ʮ̡), a company listed on the Stock
Exchange (stock code: 2312.HK), from September 2023 to September 2025 and the independent
non-executive director of Zibuyu Group Limited (ʮ̡), a company listed on the
Stock Exchange (stock code: 2420.HK), from October 2022 to November 2025. Dr. Lau currently
serves as an independent non-executive director of KOS International Holdings Limited ( ৷ෳɻ਷
ʮ̡) (stock code: 08042.HK), a company listed on the Stock Exchange, since February
2021 and an independent director of CL Workshop Group Limited, a company listed on NASDAQ
(ticker: NWGL), since September 2023.
DIRECTORS AND SENIOR MANAGEMENT
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Dr. Lau was awarded the honorary title of “Model Worker of Central Enterprises” by the
State-owned Assets Supervision and Administration Commission of the State Council of the PRC
(ึ) in April 2009.
Dr. Lau obtained a bachelor’s degree in business from Curtin University of Technology
(currently known as Curtin University) in Australia in August 1993, a master’s degree in business
administration from the University of South Australia in Australia in May 1998, a master’s degree
in science from the National University of Ireland in Ireland in October 1999 and a doctor of
business administration degree from the University of Newcastle in Australia in July 2008.
Dr. Lau became a member of the Certified General Accountants’ Association of Canada in
June 1991, a member of the Hong Kong Institute of Certified Public Accountants in July 2001, a
Certified Practising Accountant of CPA Australia in March 2001 and was advanced to a Fellow of
CPA Australia in June 2001, a member of the Hong Kong Institute of Directors in December 2002,
a Chartered Accountant of the Institute of Chartered Accountants of New Zealand in February 2004,
a Fellow of the Chartered Professional Accountants of British Columbia in June 2015 and a
Chartered Professional in Human Resources of CPHR British Columbia & Yukon in October 2016.
Dr. Cai Yuanqing ( ᇹʩᅅ), aged 56, was appointed as an independent Director of our
Company in October 2022 and was re-designated as an independent non-executive Director in
October 2025. He is primarily responsible for supervising and providing independent judgment to
the Board.
Dr. Cai has more than 25 years of experience in legal education, corporate governance and
arbitration. He pursued legal studies and research in Japan, serving as a visiting researcher at the
Faculty of Law of Hiroshima University from April 2000 to March 2001. From July 2001 to
December 2003, he was a lecturer at the School of Law of Shenzhen University (ኪ৫).
He was promoted to associate professor in December 2003 and to professor in December 2007 and
has been serving as a professor since then. He served as an arbitrator at the Shenzhen Court of
International Arbitration from February 2014 to February 2019. Dr. Cai currently holds several
academic and professional positions, including vice president of the Guangdong Civil and
Commercial Law Society (Ӻึ), council member of the Fourth Council
of the China Commercial Law Society (Ӻึ) and arbitrator at the Zhuhai
International Arbitration Court ( मऎ਷ყ΀൒৫).
In addition to his academic career, Dr. Cai has served as an independent director for several
companies listed on the Shenzhen Stock Exchange, including Allmed Medical Products Co., Ltd.
(ʮ̡) (stock code: 002950.SZ) from September 2016 to September 2022,
Shenzhen Textile (Holdings) Co., Ltd. ( ଉέ̹५ᔌ(ණྠ)ʮ̡) (stock code: 000045.SZ)
from July 2017 to December 2023, OFILM Group Co., Ltd. (ʮ̡) (stock code:
002456.SZ) from July 2017 to August 2023, China Merchants Shekou Industrial Zone Holdings Co.,
Ltd. (ʮ̡) (stock code: 001979.SZ) from September 2018 to
November 2024, Shenzhen CECport Technologies Co., Ltd. (ʮ̡) (stock
code: 001287.SZ) since March 2021 and Mehow Innovative Ltd. (΅Ϟ
ʮ̡) (stock code: 301363.SZ) since October 2025.
Dr. Cai received a bachelor’s degree in economics from Shandong University (ɽኪ)i n
the PRC in July 1991, a master’s degree in law from Kumamoto University in Japan in March 1997,
and a doctoral degree in law from Hiroshima University in March 2000.
Mr. Ruan Chao ( Ԥ൴), aged 41, was appointed as an independent Director of our Company
in September 2024 and was re-designated as an independent non-executive Director in October
2025. He is primarily responsible for supervising and providing independent judgment to the Board.
Mr. Ruan has over 15 years of experience in investment banking, corporate finance, and
financial advisory. He began his career at Huatai United Securities Co., Ltd. (ப
΂ʮ̡), where he worked from June 2008 to September 2019, holding positions such as project
manager and department head in the mergers and acquisitions department and the investment
DIRECTORS AND SENIOR MANAGEMENT
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banking division. Since October 2019, Mr. Ruan has been serving as the executive director and
general manager of Wenyi Fuxin (Hangzhou) Financial Advisory Co., Ltd. (ؚ(ψ)ৌਕᚥ
ʮ̡). Mr. Ruan has also been serving as an independent director of Wuchan Zhongda Geron
Co., Ltd. (ʮ̡), a company listed on the Shenzhen Stock Exchange
(stock code: 002722.SZ), since July 2022.
Mr. Ruan received his master’s degree in economics from Nankai University (කɽኪ)i nt h e
PRC in June 2008.
Further Information of our Directors
Save as disclosed above in this section, none of our Directors has been a director of any public
company the securities of which are listed on any securities market in Hong Kong or overseas in
the three years immediately prior to the Latest Practicable Date.
Save as disclosed in this section, to the best of the knowledge, information and belief of our
Directors having made all reasonable enquiries, there was no other matter with respect to the
appointment of our Directors that needs to be brought to the attention of our Shareholders and there
was no information relating to our Directors that is required to be disclosed pursuant to Rules
13.51(2)(h) to (v) of the Listing Rules as of the Latest Practicable Date.
As of the Latest Practicable Date, save as disclosed in “Statutory and General Information —
3. Further Information about our Directors and Substantial Shareholders” in Appendix IV to this
Prospectus, none of our Directors held any interest in the securities within the meaning of Part XV
of the SFO. As of the Latest Practicable Date, none of our Directors or senior management is related
to other Directors or senior management of our Company.
Ms. Zeng was the director of Shenzhen Shekou Fishing Port Industry Co. LTD ( ଉέ̹ஊɹ
ʮ̡) (“Shekou Fishing Port”), a company incorporated in the PRC which was
de-registered in February 8, 2002 due to revocation of its business license. As of the time of the
deregistration, Shekou Fishing Port was not insolvent, nor had any outstanding liabilities nor was
involved in any pending claims. To the best knowledge of our Directors, the business licenses of
Shekou Fishing Port was revoked because they failed to carry out annual inspections due to the
cessation of business. This revocation did not result in any penalties or fines imposed by any
competent authorities, nor did it give rise to any outstanding or potential claims or liabilities against
Shekou Fishing Port or Ms. Zeng.
SENIOR MANAGEMENT
The following table sets out information regarding the members of senior management of our
Company (other than our executive Directors):
Name Age Position/Title
Time of
Joining the
Group
Time of
Appointment
as Senior
Management Role and Responsibility
Mr. Wang Tao
(ˮᏹ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
41 Financial controller and
chief financial officer
June 20, 2022 September 16,
2022
In charge of the overall
financial affairs of the
Company
Mr. Guo Rui
(ெ๿) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
42 Vice president and
secretary of the Board
July 19, 2022 September 16,
2022
In charge of the
information disclosure,
investment and
acquisition and
investor relations
management
DIRECTORS AND SENIOR MANAGEMENT
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Mr. Wang Tao ( ˮᏹ), aged 41, has been the financial controller and chief financial officer
of our Company since September 2022. He joined our Company in June 2022 and served as the vice
president of finance from June 2022 to September 2022. He is primarily responsible for the overall
financial affairs of the Company.
Mr. Wang has over 10 years of experience in corporate finance and supply chain financial
management. From November 2011 to May 2019, he successively served as the head of finance for
the overseas business division and the director of the supply chain finance department at ZTE
Corporation (ʮ̡), a company listed on the Shenzhen Stock Exchange (stock
code: 000063.SZ) and the Stock Exchange (stock code: 0763.HK). He then joined Gosuncn
Technology Group Co., Ltd. (ʮ̡), a company listed on the Shenzhen
Stock Exchange (stock code: 300098.SZ), where he served as chief financial officer and executive
vice president from September 2019 to May 2022.
Mr. Wang received his bachelor’s degree in management from Northeastern University (̏
ɽኪ) in the PRC in June 2007 and his master’s degree in business administration from Sun Yat-sen
University ( ʕʆɽኪ) in the PRC in June 2021.
Mr. Guo Rui ( ெ๿), aged 42, has been the vice president of our Company since July 2022
and was appointed as the secretary of the Board in September 2022. He is primarily responsible for
the information disclosure, investment and acquisition and investor relations management.
Mr. Guo has over a decade of experience in investment management and corporate
governance. From August 2015 to August 2019, he served as a fund manager at Orient Fund
Management Co., Ltd. (ʮ̡), where he was responsible for portfolio
investment and fund operations. He subsequently joined Qingdao Yuehai Yinghe Fund Investment
Management Co., Ltd. (ʮ̡) as investment director and general
manager from January 2020 to January 2021. From February 2021 to July 2022, Mr. Guo served as
deputy general manager and board secretary of OFILM Group Co., Ltd. (ʮ̡),
a company listed on the Shenzhen Stock Exchange (stock code: 002456.SZ).
Mr. Guo obtained his board secretary qualification from the Shenzhen Stock Exchange in
January 2021 and was awarded the “Golden Board Secretary” title in both the 20th and 21st New
Fortune ( อৌబ) rankings.
Mr. Guo received a bachelor’s degree in science from Tsinghua University ( ૶ശɽኪ)i nt h e
PRC in July 2005 and a master’s degree in science from the Graduate School of the Chinese
Academy of Sciences (Ӻ͛৫) in the PRC in July 2008.
CONFIRMATION FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
Each of our Directors confirms that as of the Latest Practicable Date, he or she does not have
any interest in a business which competes or is likely to compete, either directly or indirectly, with
our Company’s business, which would require disclosure under Rule 8.10 of the Listing Rules.
Rule 3.09D of the Listing Rules
Each of our Directors confirms that he or she (i) has obtained the legal advice referred to under
Rule 3.09D of the Listing Rules in November 2025, and (ii) understands his or her obligations as
a director of a listed issuer under the Listing Rules.
DIRECTORS AND SENIOR MANAGEMENT
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Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors has confirmed (i) his independence as
regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he has no
past or present financial or other interest in the business of the Company or its subsidiaries or any
connection with any core connected person of the Company under the Listing Rules as of the Latest
Practicable Date, and (iii) that there are no other factors that may affect his independence at the time
of his appointment.
JOINT COMPANY SECRETARIES
Mr. Guo Rui ( ெ๿), was appointed as our joint company secretary in October 2025. Please
refer to “— Senior Management” in this section for the biographical details of Mr. Guo.
Ms. CHAN Wing Y an (ؚ,)was appointed as our joint company secretary with effect
from Listing Date.
Ms. CHAN Wing Yan has over 8 years of experience in company secretarial practice and
corporate governance across Hong Kong, the broader APAC region, and offshore jurisdictions. Her
experience spans trust or company service providers, offshore registered office providers and law
firms, where she supported an extensive portfolio of corporate clients, including pre-IPO companies
and listed entities operating across multiple jurisdictions.
She is currently a member of the Entity Solutions team at Computershare Hong Kong Investor
Services Limited. In this capacity, she specialises in global entity compliance, advising and
supporting clients across Hong Kong and multiple APAC jurisdictions. Ms. CHAN holds a
Bachelor’s degree in Business and Commerce from Monash University, Australia. She is an
associate member of both The Hong Kong Chartered Governance Institute (“HKCGI”) and The
Chartered Governance Institute in the United Kingdom. She has also completed the ESG Reporting
Certification Course (based on Hong Kong practice) and the AML/CFT Certification Course with
the HKCGI.
BOARD COMMITTEES
Our Board delegates certain responsibilities to various committees. In accordance with the
relevant PRC laws and regulations and the Corporate Governance Code as set out in the Appendix
C1 to the Listing Rules, our Company has formed four Board committees, namely the Audit
Committee, the Remuneration and Appraisal Committee, the Nomination Committee, and the
Strategy and Development Committee.
Audit Committee
We have established an Audit Committee with written terms of reference in compliance with
Rule 3.21 of the Listing Rules and the Corporate Governance Code. The Audit Committee consists
of three Directors, namely Dr. Lau Kin Shing Charles, Dr. Cai Yuanqing and Mr. Ruan Chao. Dr.
Lau Kin Shing Charles, who possesses the appropriate professional accounting and related financial
management expertise as required under Rules 3.10(2) and 3.21 of the Listing Rules, serves as the
chairperson of the Audit Committee. The primary duties of the Audit Committee include, but are not
limited to, reviewing the Company’s financial information and its disclosure, and monitoring and
evaluating internal and external audit work and internal controls, and exercising the supervisory
powers prescribed under the Company Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷ʮ
ج.)
Remuneration and Appraisal Committee
We have established a Remuneration and Appraisal Committee with written terms of reference
in compliance with Rule 3.25 of the Listing Rules and the Corporate Governance Code. The
Remuneration and Appraisal Committee consists of three Directors, namely Mr. Ruan Chao, Dr. Lau
DIRECTORS AND SENIOR MANAGEMENT
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Kin Shing Charles and Mr. Jia Shuangyi. Mr. Ruan Chao serves as the chairperson of the
Remuneration and Appraisal Committee. The primary duties of the Remuneration and Appraisal
Committee include, but are not limited to, formulating evaluation standards for our Directors and
senior management of the Company, implementation of measures in response to such evaluation,
and formulating and reviewing the remuneration policies and plans for Directors and senior
management of the Company.
Nomination Committee
We have established a Nomination Committee with written terms of reference in compliance
with Rule 3.27A of the Listing Rules and the Corporate Governance Code. The Nomination
Committee consists of three Directors, namely Dr. Cai Yuanqing, Mr. Ruan Chao and Ms. Huang
Jinrong. Dr. Cai Yuanqing serves as the chairperson of the Nomination Committee. The primary
duties of the Nomination Committee include, but are not limited to, developing standards and
procedures for the election of our Directors and senior management of the Company, selecting and
examining the qualifications of the candidates for our Directors and senior management of the
Company, and reviewing the structure, size and composition of the Board at least annually, assist
the Board in maintaining a board skills matrix and making recommendations on any proposed
changes to our Board.
Strategy and Development Committee
We have established a Strategy and Development Committee with written terms of reference.
The Strategy and Development Committee consists of three Directors, namely Ms. Zeng, Mr. Jia
Shuangyi and Ms. Wei Zhenghui. Ms. Zeng serves as the chairwoman of the Strategy and
Development Committee. The primary duties of the Strategy and Development Committee include,
but are not limited to, conducting research and making recommendations on our Company’s
long-term development plans, business strategies and objectives, and major strategic investment
and financing proposals.
REMUNERATION
Our Directors receive their remuneration in the form of salaries, allowance, bonuses,
share-based payments, housing fund, retirement and other benefits in kind.
For the years ended December 31, 2023, 2024 and 2025, the aggregate amount of
remuneration paid or payable to our Directors amounted to approximately RMB10.3 million,
RMB13.4 million and RMB22.2 million, respectively.
Under the current compensation arrangement, excluding discretionary bonuses, we estimate
the total compensation before taxation to be accrued to our Directors for the year ending December
31, 2026 to be approximately RMB12.5 million.
For the years ended December 31, 2023, 2024 and 2025, there were nil, one and nil Directors
or supervisors among the five highest paid individuals, respectively. The total emolument for the
remaining individuals among the five highest paid individuals for the years ended December 31,
2023, 2024 and 2025 were RMB40.5 million, RMB33.2 million and RMB84.3 million respectively.
During the Track Record Period, no remuneration was paid by our Company to, or receivable
by, our Directors or the five highest paid individuals as an inducement to join or upon joining our
Company or as compensation for loss of office in connection with the management positions of any
subsidiary of our Company.
During the Track Record Period, none of our Directors waived any remuneration. Save as
disclosed above, no other payments have been paid, or are payable, by our Company or any of our
subsidiaries to our Directors or the five highest paid individuals during the Track Record Period.
DIRECTORS AND SENIOR MANAGEMENT
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CORPORATE GOVERNANCE
Our Company is committed to achieving high standards of corporate governance with a view
to safeguarding the interests of our Shareholders. To accomplish this, our Company intends to
comply with Corporate Governance Code set out in Appendix C1 to the Listing Rules and the Model
Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing
Rules after the Listing.
Pursuant to paragraph C.2.1 of Part 2 of the Corporate Governance Code, companies listed on
the Stock Exchange are expected to comply with, but may choose to deviate from, the requirement
that the responsibilities between chairperson and chief executive should be segregated and should
not be performed by the same individual. We do not have a separate chairwoman and general
manager, and Ms. Zeng currently performs the roles of the chairwoman of our Board and the general
manager of our Company. Ms. Zeng has assumed the role of chairwoman of our Board and the
general manager since March 2018, given that she has extensive experience in the business
operations and management of our Company. Our Board believes that, in view of her experience,
personal profile and her roles in our Company as mentioned above, Ms. Zeng is the Director best
suited to identify strategic opportunities and the focus of the Board due to her extensive
understanding of our business. The Board also believes that vesting the roles of both chairwoman
of the Board and general manager of the Company in the same person has the benefit of (i) ensuring
consistent leadership within the Company, (ii) enabling more effective and efficient overall
strategic planning and streamlining the execution of strategic initiatives of the Board, and (iii)
facilitating the flow of information between the management and the Board for the Company. The
Board considers that the balance of power and authority in the present arrangement is not
compromised, given the size of the Board, oversight from the independent non-executive Directors,
and robust senior management team, and believes that this arrangement will enable the Company
to make and implement decisions promptly and effectively. The Board will continue to evaluate the
roles of chairwoman of the Board and general manager of the Company at an appropriate time,
taking into account the circumstances of the Company as a whole.
Save as disclosed above, our Directors consider that we will comply with all applicable code
provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules upon
Listing.
BOARD AND WORKPLACE DIVERSITY POLICY
We are committed to promoting a culture of diversity in the Company. In order to maintain
a robust corporate governance structure and to achieve sustainable and balanced corporate
development, we have adopted a board and workplace diversity policy (the “ Diversity Policy ”)
which sets out the objectives for and approaches to achieving and maintaining diversity at the
Company.
Pursuant to the Diversity Policy, we seek to achieve board diversity through the consideration
of a number of factors when selecting the candidates to our Board, including but not limited to
gender, age, cultural and educational background, and professional experience. The ultimate
decision of each appointment will be based on merit and the contribution which the selected
candidates are expected to bring to our Board.
Our Directors have a balanced mix of knowledge and skills, including but not limited to depth
of experience in the areas of business operations, intelligent manufacturing, finance, accounting,
corporate governance, corporate compliance, human resources management, team development,
legal education, investment management and supply chain financial management. We have three
independent non-executive Directors with different industry backgrounds, with solid professional
experiences in the fields of accounting, finance and law, and representing approximately 42.9% of
the members of our Board.
DIRECTORS AND SENIOR MANAGEMENT
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Our Company has evaluated the structure, size and composition of our Board, taking into
account the skills matrix of Board, and is of the opinion that the structure of our Board is
reasonable, and the experience and skills of the Directors will enable our Company to maintain a
high standard of operations. This is evidenced by the fact that our Directors range in age from 41
to 70 years old, and our Board comprises three female Directors and four male Directors. Taking
into account our existing business model and specific needs, as well as the different backgrounds
of our Directors, the composition of our Board satisfies our Diversity Policy. Our Nomination
Committee is responsible for ensuring the diversity of our Board, and will continue to be
responsible for the same after the Listing.
Apart from diversity within our Board, we recognize the importance of gender diversity,
which we have taken, and will continue to take, steps to promote at all levels of our Company,
including at the Board, senior management and workforce (excluding senior management) level.
Going forward, in accordance with the Diversity Policy, we will not have any single gender Board,
and will ensure the gender diversity in the Nomination Committee at all the times, and we will
continue to work to enhance gender diversity when selecting and recommending suitable candidates
across the Board, senior management and workforce (excluding senior management) levels. We will
strive to enhance female representation within the Company and achieve an appropriately balanced
gender ratio with reference to stakeholders’ expectations and international standards and best
practices. In particular, we aim to develop a pipeline of female employees from the workforce to
reach senior management level and become potential successors to the Board by implementing
comprehensive programs aimed at identifying and training our female employees who display
leadership and potential.
After the Listing, our Nomination Committee will, among its other duties, review the
Diversity Policy and its implementation from time to time to ensure its continued effectiveness, and
we will disclose the Diversity Policy or a summary thereof in the corporate governance report of
the Company on an annual basis.
COMPLIANCE ADVISOR
We have appointed Guotai Junan Capital Limited as our compliance advisor (the “Compliance
Advisor”) pursuant to Rules 3A.19 and 3A.23 of the Listing Rules. The Compliance Advisor will
provide us with guidance and advice as to compliance with the Listing Rules and other applicable
laws, rules, codes and guidelines.
Pursuant to Rule 3A.24 of the Listing Rules, the Compliance Advisor will, on a timely basis,
inform our Company of any amendment or supplement to the Listing Rules that is announced by
the Hong Kong Stock Exchange. The Compliance Advisor will also inform our Company of any new
or amended law, regulation or code in Hong Kong applicable to us, and advise us on the continuing
requirements under the Listing Rules and applicable laws and regulations.
The term of the Compliance Advisor’s appointment will commence on the Listing Date and
is expected to end on the date on which our Company complies with Rule 13.46 of the Listing Rules
in respect of our financial results for the first full financial year commencing after the Listing.
DIRECTORS AND SENIOR MANAGEMENT
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OUR CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, our Company was directly owned as to approximately
1.49% by Ms. Zeng, and approximately 56.64% by Lingsheng Investment. Lingsheng Investment is
wholly owned by Ms. Zeng. Accordingly, Ms. Zeng and Lingsheng Investment are regarded as a
group of Controlling Shareholders, collectively holding approximately 58.13% of the issued share
capital of our Company as of the Latest Practicable Date.
Upon completion of the Global Offering (assuming no additional A Shares are issued under
the 2024 Share Option Scheme), Ms. Zeng and Lingsheng Investment will be collectively interested
in and control an aggregate of approximately 52.32% of the total issued share capital of our
Company. Accordingly, Ms. Zeng and Lingsheng Investment remain as a group of Controlling
Shareholders of our Company after the Listing. For background and biographical details of Ms.
Zeng, see “Directors and Senior Management — Board of Directors — Executive Directors.”
INTERESTS OF OUR CONTROLLING SHAREHOLDERS IN OTHER BUSINESSES
Our Business
We are a leading high-precision intelligent manufacturing platform for electronic devices,
delivering one-stop production services and solutions to customers worldwide. Guided by the
principles of lean management, digitalization, automation and sustainability, we have built a
full-spectrum product portfolio covering core materials, high-precision functional components,
modules and assembled systems. Our platform powers a broad range of end markets including
electronic devices (covering smart electronics, robotics and enterprise-grade servers), automotive
and advanced air mobility.
The Business of our Controlling Shareholders
Lingsheng Investment is an investment holding company incorporated under the laws of the
PRC on April 30, 2015. Apart from the business of our Company, the Controlling Shareholders also
control companies which principally engage in holding and investment activities, property leasing,
investment platforms with limited financial investments, or have no substantive business
operations. A number of entities are involved in the production and sale of basic materials such as
tapes, protective films, adhesives, catalysts and curing agents, as well as related material processing
services, while others provide labour dispatch and human resources services (collectively, the
“Other Businesses ”).
These businesses are fundamentally different from the Group’s operations in various aspects.
In terms of business nature, Other Businesses are primarily engaged in holding and investment
activities, property leasing, labour dispatch and human resources services, with certain entities
involved in the production and sale of basic materials such as tapes, protective films, adhesives,
catalysts and curing agents. These businesses are generally focused on asset management,
investment or providing single-function ancillary services. In contrast, the Group is dedicated to
providing one-stop intelligent manufacturing services, covering the entire value chain from research
and development to mass production, and is positioned as a strategic partner deeply integrated into
the R&D lifecycle of its customers. In terms of product types, Other Businesses mainly offer basic
materials (such as tapes, protective films and adhesives) or non-manufacturing services (such as
property leasing and human resources dispatch), which primarily serve general demand and lack
complex system integration. The Group, however, provides high-precision functional components,
modular systems and assembled products for diversified end markets. Our product portfolio spans
from core materials to system-level solutions, with an emphasis on customization and high
performance. In terms of technology applied, Other Businesses mainly rely on traditional material
processing or chemical formulations, without cross-domain technology integration. By contrast, the
Group leverages proprietary process platforms and modular design systems, with strong capabilities
in cross-domain technology integration (including material science, precision manufacturing and
system integration). This enables the Group to support customers from the prototype stage through
rapid iteration and scalable mass production. Given that the Other Businesses are distinctive and
separate from the business of our Group as mentioned above, our Directors are of the view that there
is a clear business delineation between our Group and the Other Businesses, which will not and is
unlikely to compete with the business of our Group.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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Each of our Controlling Shareholders confirms that she/it does not have any interest in a
business, apart from the business of our Company, which competes or is likely to compete, directly
or indirectly, with our businesses, which would require disclosure under Rule 8.10 of the Listing
Rules.
NON-COMPETE UNDERTAKINGS
On July 25, 2017, the Controlling Shareholders have provided certain non-competition
undertakings in favor of our Company on to avoid any potential competition between the
Controlling Shareholders and our Company. Pursuant to such undertaking, each of the Controlling
Shareholders has undertaken that, among others: (a) they do not engage in any business that
competes with the Group, nor do it control any other enterprise that has a competitive business
relationship with the Group; (b) during the period in which they hold direct or indirect equity in the
Company, they shall not, in any manner, directly or indirectly participate in any business or activity
that competes with the Group; (c) during the period in which they hold direct or indirect equity in
the Company, it shall not use their shareholder status to harm the legitimate rights and interests of
the Group or other shareholders, nor shall they impair the lawful interests of the Group; and (d) the
above undertakings shall remain valid and irrevocable for as long as the they hold direct or indirect
equity in the Company. Our independent non-executive Directors will review the Controlling
Shareholders’ compliance with the non-compete undertakings and that the Controlling Shareholders
should provide all information necessary for the independent non-executive Directors’ annual
review.
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Having considered the following factors, our Directors are of the view that we are capable of
carrying out our business independently from our Controlling Shareholders and their respective
close associates after the Listing.
Management Independence
Our Board comprises three executive Directors, one non-executive Director and three
independent non-executive Directors. Although Ms. Zeng is an executive Director, and she is our
Controlling Shareholder, our management and operational decisions are made by our Board and
senior management collectively, all of whom have substantial experience in the industry in which
we are engaged and/or in their respective fields of expertise. Also, Ms. Zeng has a track record of
devoting sufficient time and energy to discharge her duty as our Director and senior management
member and she will continue to focus on our Group’s business. When performing her duty as a
Director, she has been and will continue to be supported by the senior management team of the
Group. The balance of power and authority is ensured by the operation of the senior management
and our Board. See “Directors and Senior Management” for further details.
 each of our Directors is aware of his/her fiduciary duties as a Director which require,
among others, that he/she must act for the benefit of and in the best interests of our
Company and not allow any conflict between his duties as a Director and his/her
personal interests;
 three out of our seven Directors are independent non-executive Directors who have
extensive experience in different professions. They have been appointed pursuant to the
requirements under the Listing Rules to ensure that the decisions of the Board are made
only after due consideration of independent and impartial opinions. We believe our
independent non-executive Directors will bring independent judgment to the decision-
making process of our Board;
 our Directors shall not vote in any Board resolution approving any contract or
arrangement or any other proposal in which he/she or any of his/her close associates
have a material interest and shall not be counted in the quorum present at the particular
Board meeting; and
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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 we have adopted a series of corporate governance measures to manage conflicts of
interest, if any, between our Group and our Controlling Shareholders which would
support our independent management. See “— Corporate Governance Measures.”
Based on the above, our Directors believe that our Board as a whole together with our senior
management team are able to perform the managerial role in our Group independently.
Operational Independence
We have established our own organizational structure, with each department assigned to
specific areas of responsibilities which have been in operation and are expected to continue to
operate independently from our Controlling Shareholders and their respective close associates. We
are in possession of all relevant licenses, assets, copyrights, trademarks and other intellectual
properties necessary to carry on and operate our business. We have independent access to suppliers
and customers. In addition, we have sufficient operational capacity in terms of capital and
employees to operate independently.
The section headed “Connected Transactions” in this Prospectus sets out certain continuing
connected transactions between our Group and our Controlling Shareholders or their respective
associates which will continue after the Listing. The terms of such transactions are determined after
arm’s length negotiations and on normal commercial terms. In addition, we are not and will not be
bound to cooperate with our Controlling Shareholders or their respective associates unless we agree
to do so under either of the connected transactions. We remain open to all forms of cooperation with
other business partners that are independent from our Controlling Shareholders or their respective
associates. In the event of cessation of such connected transactions, our Directors believe that we
will have sufficient time and resources to locate other comparable business partners in the market
considering that (a) the Group possesses solid resources and capabilities, including a sound
financial position and stable cash flow, which enable the Group to establish new business
relationships promptly; (b) the Group is supported by an experienced management team and
professional staff, who are able to efficiently evaluate potential partners, and by an extensive
network of customers and suppliers within the industry, which facilitates the identification of
alternative arrangements; (c) the cooperation model in the industry in which the Group operates has
become standardized, thereby minimizing operational disruption in the event of partner
replacement; (d) the Group also benefits from sufficient time and buffer mechanisms, as existing
contracts generally contain clear terms and exit arrangements, and transitional measures such as
temporary procurement or short-term cooperation can be adopted to ensure business continuity; (e)
the Group’s scale and reputation enable potential partners to respond swiftly to new cooperation
opportunities. According to Frost & Sullivan, China has a broad and well-developed supplier base,
with over 1,000 comparable business partners available in the market, demonstrating the
availability of sufficient alternative sources. The Company currently also sources some relevant raw
materials and equipment from independent suppliers who are capable of providing comparable
products and services. As disclosed in the “Connected Transactions” section, the Company conducts
a price comparison process during procurement, comparing quotations from different suppliers to
ensure that the procurement terms and prices are most favorable to the Company. Accordingly, such
continuing connected transactions are not expected to affect our operational independence as a
whole.
Based on the above, our Directors believe that our Group will be able to operate independently
from our Controlling Shareholders and their respective close associates after the Listing.
Financial Independence
During the Track Record Period, we have obtained certain loans from Triumph Lead Group
Limited, a company incorporated in Hong Kong indirectly wholly-owned by Ms. Zeng, and we have
also obtained certain bank loans granted to the Group and bonds payables issued by the Group
which were guaranteed by Ms. Zeng and Lingsheng Investment. For details, see note 35 of
“Accountant’s Report” in the Appendix I of this Prospectus. As of the Latest Practicable Date, all
loans from Triumph Lead Group Limited have been fully settled, and all equity interest pledges and
guarantees provided by the Controlling Shareholders in favour of our Group have been released and
discharged in full.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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We have independent internal control and accounting systems. We also have an independent
finance department responsible for discharging the treasury function. We make financial decisions
according to our own business needs. Accordingly, we believe we are able to maintain financial
independence from our Controlling Shareholders and their respective close associates.
Based on the above, our Directors believe that we have the ability to operate independently
of our Controlling Shareholders and their respective close associates from a financial perspective
and are able to maintain financial independence from, and do not place undue reliance on, our
Controlling Shareholders and their respective close associates.
CORPORATE GOVERNANCE MEASURES
Save as disclosed in “Directors and Senior Management” in this Prospectus, our Company will
comply with the provisions of the Corporate Governance Code in Appendix C1 to the Listing Rules,
which sets out principles of good corporate governance. Our Directors recognize the importance of
good corporate governance in protection of our Shareholders’ interests. We would adopt the
following measures to safeguard good corporate governance standards and to avoid potential
conflict of interests:
 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
provide that a Director shall not vote on any resolution in which such Director have a
material interest in the company involved, and if the laws and regulations and the rules
of the stock exchanges where our Shares are listed imposed any further restrictions on
directors’ attendance at board meetings and voting, such laws, regulations and rules shall
be complied with;
 we have established internal control mechanisms to identify connected transactions.
Upon the Listing, if we enter into connected transactions with any of our Controlling
Shareholders or their respective associates, our Company will comply with the
applicable Listing Rules;
 we are committed that our Board should include a balanced composition of executive
and non-executive Directors (including independent non-executive Directors). We have
appointed three independent non-executive Directors and we believe our independent
non-executive Directors 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 and external opinion
to protect the interests of our public Shareholders. Details of our independent
non-executive Directors are set out in “Directors and Senior Management — Board of
Directors — Independent Non-executive Directors”;
 in the event that the independent non-executive Directors are requested to review any
conflicts of interests circumstances between our Group on the one hand and our
Controlling Shareholders and/or our Directors on the other hand, our Controlling
Shareholders and/or our Directors shall provide the independent non-executive Directors
with all necessary information and our Company shall disclose the decisions of the
independent non-executive Directors either through our annual report or by way of
announcements; and
 we have appointed Guotai Junan 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.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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OVERVIEW
Prior to the Listing, our Company entered into certain transactions with our connected persons
in the ordinary and usual course of business. Upon the Listing, the transactions disclosed in this
section will constitute continuing connected transactions under Chapter 14A of the Listing Rules.
OUR CONNECTED PERSONS
The table below sets forth certain parties who will become our connected persons upon Listing
and the nature of their relationships with our Company:
Connected Persons Connected Relationship
Shenzhen Kingdom Electronic Co., Ltd. ( ଉ
ʮ̡) (“Shenzhen
Kingdom Electronic”) (for itself and on
behalf of its subsidiaries) (“Shenzhen
Kingdom Electronic Group”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Shenzhen Kingdom Electronic is wholly-
owned by Ms. Zeng, our Controlling
Shareholder, and therefore a connected
person of our Company upon Listing.
Lingsheng Investment (for itself and on
behalf of its subsidiaries) (“Lingsheng
Investment Group”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Lingsheng Investment is wholly owned by
Ms. Zeng. Both Lingsheng Investment and
Ms. Zeng are our Controlling Shareholders.
Lingsheng Investment is therefore a
connected person of our Company upon
Listing.
SUMMARY OF OUR CONTINUING CONNECTED TRANSACTIONS
Transaction
Applicable Listing
Rules
Waiver
sought
Proposed annual caps for the year ending
December 31,
2026 2027
(RMB’000)
Fully exempt continuing connected transactions
Framework Agreements between our Group and Shenzhen Kingdom Electronic Group
1. Shenzhen Kingdom
Electronic Group
Transportation
Services Framework
Agreement
14A.76(1)(c) N/A 4,000 4,000
2. Shenzhen Kingdom
Electronic Group
Provision of
Financing and
Investment Service
Framework
Agreement
14A.76(1)(c) N/A 3,000 3,000
3. Shenzhen Kingdom
Electronic Group
Products Sales
Framework
Agreement
14A.76(1)(c) N/A 5,000 5,000
Partially Exempt Continuing Connected Transaction
Framework Agreement between our Group, Shenzhen Kingdom Electronic Group and
Lingsheng Investment Group
(1)
4. Shenzhen Kingdom
Electronic Group
and Lingsheng
Investment Group
Products and
Equipment
Procurement
Framework
Agreement
14A.76(2)(a)
and 14A.105
Announcement
requirement
under
Chapter
14A of the
Listing
Rules
550,000 613,000
CONNECTED TRANSACTIONS
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Note:
(1) The procurement transactions of products and equipment from Shenzhen Kingdom Electronic Group and Lingsheng
Investment are aggregated, as both entities are ultimately controlled by Ms. Zeng and we primarily procure the same
products, being tape and protective film, from them.
FULLY EXEMPT CONTINUING CONNECTED TRANSACTIONS
Principal terms of the transactions
Framework Agreements between our Group and Shenzhen Kingdom Electronic Group
1. Shenzhen Kingdom Electronic Group Transportation Services Framework Agreement
The Company, for itself and on behalf of its subsidiaries, has entered into a transportation
services framework agreement with Shenzhen Kingdom Electronic Group (the “Shenzhen Kingdom
Electronic Group Transportation Services Framework Agreement”), pursuant to which our Group
would supply to Shenzhen Kingdom Electronic Group transportation services. The initial term of
the agreement will commence on the Listing Date and end on December 31, 2027. The Shenzhen
Kingdom Electronic Group Transportation Services Framework Agreement will be subject to
negotiation at renewal with mutual consent and in compliance with the requirements of the Listing
Rules and other applicable laws and regulations. Both parties or their respective subsidiaries will
enter into separate underlying agreements which will set out the specific terms and conditions for
the supply of transportation services according to the principles provided in the Shenzhen Kingdom
Electronic Group Transportation Services Framework Agreement. The fees to be charged by our
Group to Shenzhen Kingdom Electronic Group for the services supplied by us shall be determined
in accordance with the pricing principle between related parties, specifically referring to the costs
incurred by transport services, such as postage, toll fees, and labor costs, plus a reasonable profit
margin, to ensure fairness and reasonableness, with reference to factors including but not limited
to the market rate of the fee and price quotes for such services, reasonable profit margin of the
Group with reference to the relevant costs incurred for the provision of the services, transaction
volume or time effectiveness of transportation.
2. Shenzhen Kingdom Electronic Group Financial Services Framework Agreement
The Company, for itself and on behalf of its subsidiaries, has entered into a financial services
framework agreement with Shenzhen Kingdom Electronic Group (the “Shenzhen Kingdom
Electronic Group Financial Services Framework Agreement”), pursuant to which our Group would
supply to Shenzhen Kingdom Electronic Group corporate management consulting services,
commercial factoring-related advisory services, and supply chain solution involvement services.
The initial term of the agreement will commence on the Listing Date and end on December 31,
2027. The Shenzhen Kingdom Electronic Group Financial Services Framework Agreement will be
subject to negotiation at renewal with mutual consent and in compliance with the requirements of
the Listing Rules and other applicable laws and regulations. Both parties or their respective
subsidiaries will enter into separate underlying agreements which will set out the specific terms and
conditions for the supply of consulting services according to the principles provided in the
Shenzhen Kingdom Electronic Group Financial Services Framework Agreement. The fees to be
charged by our Group to Shenzhen Kingdom Electronic Group for the services supplied by us shall
be determined in accordance with the pricing principle between related parties, specifically based
on the customer’s specific service requirements, including the complexity of service scope and
transaction volume, to ensure fairness and reasonableness, with reference to factors including but
not limited to our charging polices to other independent customers and market rate of the fee and
price quotes for such services, or reasonable profit margin of the Group with reference to the
relevant costs incurred for the provision of the services.
CONNECTED TRANSACTIONS
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3. Shenzhen Kingdom Electronic Group Products Sales Framework Agreement
The Company, for itself and on behalf of its subsidiaries, has entered into a products sales
framework agreement with Shenzhen Kingdom Electronic Group (the “Shenzhen Kingdom
Electronic Group Products Sales Framework Agreement”), pursuant to which our Group would
supply to Shenzhen Kingdom Electronic Group various types of products, including but not limited
to insulated cable. The initial term of the agreement will commence on the Listing Date and end on
December 31, 2027. The Shenzhen Kingdom Electronic Group Products Sales Framework
Agreement will be subject to negotiation at renewal with mutual consent and in compliance with
the requirements of the Listing Rules and other applicable laws and regulations. Both parties or
their respective subsidiaries will enter into separate underlying agreements which will set out the
specific terms and conditions for the supply of products according to the principles provided in the
Shenzhen Kingdom Electronic Group Products Sales Framework Agreement. The fees to be charged
by our Group to Shenzhen Kingdom Electronic Group for the products supplied by us shall be
determined in accordance with the pricing principle between related parties, specifically referring
to the costs incurred by producing products, such as material expenses and labor costs, plus a
reasonable profit margin, to ensure fairness and reasonableness, with reference to factors including
but not limited to the market rate of the fee and price quotes for such products, or reasonable profit
margin of the Group with reference to the relevant costs incurred for the provision of the products.
Listing Rules Implications
As the applicable percentage ratios (other than the profit ratio) under the Listing Rules in
respect of each of the transactions above is expected to be less than 0.1% on an annual basis, the
transactions contemplated under each of the above framework agreements will be fully exempt from
all of the reporting, annual review, announcement, circular and independent shareholders’ approval
requirements under Chapter 14A of the Listing Rules pursuant to Rule 14A.76(1) of the Listing
Rules.
PARTIALLY EXEMPT CONTINUING CONNECTED TRANSACTION
Shenzhen Kingdom Electronic Group and Lingsheng Investment Group Products and
Equipment Procurement Framework Agreement
Principal Terms
The Company, for itself and on behalf of its subsidiaries, has entered into a products sales
framework agreement with Shenzhen Kingdom Electronic Group and Lingsheng Investment Group
(the “Shenzhen Kingdom Electronic Group and Lingsheng Investment Group Products and
Equipment Procurement Framework Agreement”), pursuant to which our Group would procure from
Shenzhen Kingdom Electronic Group and Lingsheng Investment Group various types of products
and production and testing equipment, including but not limited to tape, protective film, magnet tile
cutting machine, robotic arm, inkjet printer, infrared spectrometer, contact angle tester, CR tester
and IT tester. The initial term of the agreement will commence on the Listing Date and end on
December 31, 2027. The Shenzhen Kingdom Electronic Group and Lingsheng Investment Group
Products and Equipment Procurement Framework Agreement will be subject to negotiation at
renewal with mutual consent and in compliance with the requirements of the Listing Rules and other
applicable laws and regulations. Both parties or their respective subsidiaries will enter into separate
underlying agreements which will set out the specific terms and conditions for the procurement of
products and equipment according to the principles provided in the Shenzhen Kingdom Electronic
Group and Lingsheng Investment Group Products and Equipment Procurement Framework
Agreement.
CONNECTED TRANSACTIONS
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Reasons for the Transaction
Given our stable business relationship with Shenzhen Kingdom Electronic Group and
Lingsheng Investment Group during the Track Record Period, we are of the view that Shenzhen
Kingdom Electronic Group and Lingsheng Investment Group are well aware of our business
processes and needs, quality standards and operational requirements, and is able to continuously
supply products and equipment we require. As such, the Directors believe that the products and
equipment provided by Shenzhen Kingdom Electronic Group and Lingsheng Investment Group are
more likely to meet our requirements for products and equipment specifications.
In addition, the transactions under the Shenzhen Kingdom Electronic Group and Lingsheng
Investment Group Products and Equipment Procurement Framework Agreement are in the ordinary
course of business of the Group, which satisfy the needs of the Group’s business development, the
related requirements from our customers and are conducive to the healthy and stable development
of the Group.
Consideration and pricing policies
The fees to be paid by our Group to Shenzhen Kingdom Electronic Group and Lingsheng
Investment Group for the products and equipment purchased by us shall be determined in
accordance with the pricing principles of to ensure fairness and reasonableness. In particular, the
pricing is determined with reference to the price of comparable products and equipment provided
by independent suppliers to the Group, and such price shall be no less favourable to the Group than
what is available from independent suppliers. The Group will only purchase products and equipment
from Shenzhen Kingdom Electronic Group and Lingsheng Investment Group (by issuing a
procurement demand plan or making individual orders) after confirming that the price and quality
of the products and equipment offered are comparable to or more favourable than those offered by
independent third parties for the same or similar products and equipment.
In practice, the pricing policies adopted by the Group are that (a) for the procurement of
equipment, the purchase price is primarily determined with reference to independent valuation
reports, ensuring that the price reflects the fair market value of the equipment; (b) for the
procurement of goods, if the goods are customer-designated materials, the purchase price is guided
by the benchmark price of such materials provided by customers, and the price paid by the Group
shall not exceed the benchmark price; if the goods are non-designated materials, the Group conducts
a competitive tendering process by obtaining quotations from at least three independent suppliers.
The final purchase price is determined with reference to a combination of factors including cost,
quality and delivery schedule, and the supplier offering the most favourable overall terms is
selected.
Historical amounts
For the years ended December 31, 2023, 2024 and 2025, the historical transaction amounts
with respect to the procurement of products and equipment by our Group from the Shenzhen
Kingdom Electronic Group and Lingsheng Investment Group were approximately RMB397.26
million, RMB490.30 million and RMB499.55 million, respectively.
The increase in the transaction amounts with connected parties in 2024 was primarily
attributable to the factors including (a) the Group’s revenue of die-cutting business recorded an
increase compared to that in 2023. The growth in this segment resulted in a corresponding increase
in the procurement of raw materials in the ordinary course of business, and (b) to meet business
development needs and to enhance the Group’s research and production capabilities in the new
materials sector, the Group further expanded its production capacity for new materials products.
The related products and equipment procured by the Company fall broadly into several types,
including production materials such as protective films and adhesive tapes, production and
processing equipment such as tile cutting machines and inkjet printers, testing and analytical
equipment such as infrared spectrometers and CR/IR testing devices, and physical performance
CONNECTED TRANSACTIONS
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testing equipment such as contact angle testers and tension machines. These procurements were
made to ensure a stable supply of essential consumables, to enhance automation and efficiency in
die-cutting and new materials processing, to strengthen quality control through advanced testing
instruments.
Annual caps
For the years ending December 31, 2026 and 2027, the proposed annual caps for the annual
transaction amounts to be paid to the Shenzhen Kingdom Electronic Group and Lingsheng
Investment Group by us under the Shenzhen Kingdom Electronic Group and Lingsheng Investment
Group Products and Equipment Procurement Framework Agreement will be RMB550 million and
RMB613 million, respectively.
The proposed annual caps are determined based on, among others, (i) the historical amounts
of the transactions between our Group, Lingsheng Investment Group and the Shenzhen Kingdom
Electronic Group during the Track Record Period in respect of our procurement of products and
equipment from the Shenzhen Kingdom Electronic Group and Lingsheng Investment Group. In
particular, the transaction amount for the year ended December 31, 2024 increased by
approximately 23.4% compared to the year ended December 31, 2023. The relatively lower
year-on-year growth for the year ended December 31, 2025 was primarily attributable to the higher
procurement base established in 2024, particularly in the die-cutting business segment, coupled
with a proactive adjustment in the Group’s procurement strategy in 2025 to diversify its supplier
base. The year-on-year growth of the estimated transaction amounts for 2026 and 2027 is
approximately 10.10% and 11.45%, respectively, which is lower than the approximate average
year-on-year growth rate during the Track Record Period, reflecting a steady and measured growth
trajectory; and (ii) the Group’s expected demand for the products and equipment based on the
business and production plans of each business units of the Company for the years ending December
31, 2026 and 2027. In particular, the annual caps for the procurement of products and equipment
from Shenzhen Kingdom Electronic Group and Lingsheng Investment Group for 2026 and 2027
have been determined by aggregating the budgeted amounts of each business unit of the Group. The
forecasts of each business unit are prepared with reference to the expected progress of the Group’s
businesses and the corresponding production plans, and are further adjusted by taking into account
the actual procurement levels of the respective business lines in prior years. The relevant annual
caps will be subject to approval by the shareholders of the Company and will be strictly monitored
and implemented thereafter.
Listing Rules Implications
As each of the applicable percentage ratios (other than the profit ratio) under the Listing Rules
in respect of the annual caps under the Shenzhen Kingdom Electronic Group and Lingsheng
Investment Group Products and Equipment Procurement Framework Agreement is expected to be
above 0.1% but will not exceed 5% on an annual basis, the transactions contemplated thereunder
are exempt from the independent shareholders’ approval requirement under Chapter 14A of the
Listing Rules but will be subject to the annual reporting, annual review and announcement
requirements under Chapter 14A of the Listing Rules.
INTERNAL CONTROL MEASURES FOR CONTINUING CONNECTED TRANSACTIONS
We have established the following internal control measures to closely monitor connected
transactions and ensure that our existing and future connected transactions are on normal
commercial terms that are no less favorable to our Group than terms available to or offered by
Independent Third Parties:
 we have adopted and implemented a management policy on connected transactions
(“Management Policy”). Under such policy, the Audit Committee is responsible for
reviewing compliance with relevant laws, regulations, our Group’s internal policies and
the Listing Rules in respect of the connected transactions. In addition, the Audit
Committee, the Board and the internal departments of our Group (including but not
limited to the finance department, internal audit department and compliance and legal
CONNECTED TRANSACTIONS
–2 1 1–


--- page 221 ---
department) are jointly responsible for evaluating the terms under the framework
agreements for continuing connected transactions, in particular the fairness of the
pricing policies and annual caps under each agreement;
 The Audit Committee, the Board and the internal departments of the Group will
regularly monitor the fairness of the pricing terms, the implementation of continuing
connected transactions and the compliance of contract approval, ensuring that the
internal control processes and operational procedures are complied in accordance with
the requirements of the Management System and the Listing Rules;
 our independent non-executive Directors and auditors will conduct annual review of the
continuing connected transactions under the framework agreements and provide annual
confirmation to ensure that in accordance with Rules 14A.55 and 14A.56 of the Listing
Rules that the transactions are conducted in accordance with the terms of the
agreements, on normal commercial terms and in accordance with the relevant pricing
policies;
 with respect to the fairness of the pricing policies and annual caps under the framework
agreements for the services to be provided to the Group, our management team will
constantly research into prevailing market conditions and practices and make reference
to the pricing and terms between the Group and Independent Third Parties for similar
transactions, to ensure that the pricing and terms offered by the above connected persons
are fair, reasonable and are no less favorable than those offered to Independent Third
Parties; and
 our internal audit department will regularly collect and monitor the transaction amount
of continuing connected transactions to ensure timely assessment of whether the annual
caps are exceeded or about to be exceeded.
W AIVER FROM STRICT COMPLIANCE WITH THE LISTING RULES
In respect of the transactions as contemplated under the Shenzhen Kingdom Electronic Group
and Lingsheng Investment Group Products Procurement Framework Agreement, we have applied
for, and the Stock Exchange has granted us, a waiver from strict compliance with the announcement
requirements under the Listing Rules pursuant to Rule 14A.105 of the Listing Rules.
CONFIRMATION OF OUR DIRECTORS
Our Directors (including independent non-executive Directors) consider that (i) the partially
exempt continuing connected transaction has been and will be entered into in the ordinary and usual
course of business of our Group and on normal commercial terms or better that are fair and
reasonable and in the interests of our Group and Shareholders as a whole; and (ii) the proposed
annual caps in respect of the partially exempt continuing connected transaction are fair and
reasonable and in the interests of our Group and Shareholders as a whole.
CONFIRMATION OF THE SOLE SPONSOR
The Sole Sponsor has (i) reviewed the relevant documents and information provided by the
Group; (ii) obtained necessary representations and confirmation from the Company and the
Directors and (iii) participated in the due diligence and discussion with the management of the
Company. Based on the above due diligence work, the Sole Sponsor is of the view that the partially
exempt continuing connected transaction as set out above has been and will be entered into in the
ordinary and usual course of business of our Group, on normal commercial terms or better, are fair
and reasonable and in the interests of our Group and Shareholders as a whole, and that the proposed
annual caps in respect of the partially-exempt continuing connected transaction are fair and
reasonable and in the interests of our Company and our Shareholders as a whole.
CONNECTED TRANSACTIONS
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SUBSTANTIAL SHAREHOLDERS
So far as is known to our Directors, immediately following the completion of the Global
Offering (assuming (i) there has not been any change in the shareholding of holders of A Shares
between the Latest Practicable Date and the Listing Date, and (ii) no additional A Shares are issued
under our 2024 Share Option Scheme), each of following persons will have an interest and/or short
position (as applicable) in the Shares or underlying Shares which would fall to be disclosed to our
Company and the Hong Kong Stock Exchange under Divisions 2 and 3 of Part XV of the SFO, or
will be, directly or indirectly, interested in 10% or more of the Shares, once the Shares are listed
on the Hong Kong Stock Exchange:
As of the Latest Practicable Date
Immediately following the completion of the
Global Offering (assuming no additional
A Shares are issued under the 2024 Share
Option Scheme)
Name of
Shareholder
Nature of
Interest
Class of
Shares
Number of
Shares Held or
Interested (1)
Approximate
Shareholding
Percentage
(%)(2)
Number of
Shares Held
or
Interested (1)
Approximate
Shareholding
Percentage
in the
A Shares (3)
(%)
Approximate
Shareholding
Percentage in
the Total
Issued Share
Capital (3)
(%)
Ms. Zeng (4) /H1100/H1100Beneficial
interest
A Shares 108,536,846 1.49 108,536,846 1.49 1.34
Interest in
controlled
corporation
A Shares 4,139,524,021 56.64 4,139,524,021 56.64 50.98
Lingsheng
Investment
(4)(5) /H1100/H1100/H1100/H1100/H1100
Beneficial
interest
A Shares 4,139,524,021 56.64 4,139,524,021 56.64 50.98
Notes:
(1) All interests stated are long positions in the Shares.
(2) The calculation is based on the total number of 7,308,198,680 A Shares in issue as of the Latest Practicable Date.
(3) The calculation is based on the total number of 7,308,198,680 A Shares and 811,811,880 H Shares in issue
immediately after completion of the Global Offering, assuming no additional A Shares are issued under the 2024
Share Option Scheme.
(4) Lingsheng Investment is a limited company established in the PRC and is wholly owned by Ms. Zeng. As such, under
the SFO, Ms. Zeng is deemed to be interested in the entire equity interests held by Lingsheng Investment in the
Company.
(5) As at the Latest Practicable Date, Lingsheng Investment pledged 182,220,000 A Shares it held to certain regulated
financial institutions in the PRC for financings provided by them to Lingsheng Investment, representing
approximately 2.49% of the issued share capital of the Company.
Save as disclosed above and in “Statutory and General Information — 3. Further Information
about our Directors and Substantial Shareholders” in Appendix IV to this Prospectus, our Directors
are not aware of any other person who will, immediately following the completion of the Global
Offering (assuming no additional A Shares are issued under our 2024 Share Option Scheme), have
any interest and/or short position in our Shares or underlying Shares which would fall to be
disclosed to us and the Hong Kong 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 class of our share capital carrying rights to vote in all circumstances at general meetings of
our Company or any other member of our Group.
SUBSTANTIAL SHAREHOLDERS
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IMMEDIATELY BEFORE THE GLOBAL OFFERING
As of the Latest Practicable Date, the issued share capital of our Company was
RMB7,308,198,680 comprising 7,308,198,680* A Shares with a nominal value of RMB1.00 each,
all of which are listed on the Shenzhen Stock Exchange.
UPON COMPLETION OF THE GLOBAL OFFERING
Immediately following completion of the Global Offering, assuming that no additional A
Shares are issued pursuant to the 2024 Share Option Scheme, the issued share capital of our
Company would be as follows:
Description of Shares Number of Shares
Approximate
percentage of the
total share capital
A Shares in issue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,308,198,680* 90%
H Shares to be issued under the Global Offering /H1100/H1100/H1100811,811,880 10%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,120,010,560 100%
Note:
* Including 34,031,200 A Shares repurchased by our Company pursuant to the repurchase mandates approved by
the Board, accounting for approximately 0.47% of the total number of A Shares in issue as of the Latest
Practicable Date.
OUR SHARES
Upon completion of the Global Offering, the Shares will consist of A Shares and H Shares.
A Shares and H Shares are all ordinary Shares in the share capital of our Company. However, apart
from certain qualified domestic institutional investors in the PRC, the qualified PRC investors
under the Shenzhen — Hong Kong Stock Connect or Shanghai — 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, H Shares generally cannot be subscribed for by or
traded between investors of the PRC.
Shenzhen-Hong Kong Stock Connect has established a stock connect mechanism between the
PRC and Hong Kong. Our A Shares can be subscribed for and traded by investors in the PRC,
qualified foreign institutional investors or qualified foreign strategic investors and must be traded
in Renminbi. As our A Shares are eligible securities under the Northbound Trading Link, they can
also be subscribed for and traded by Hong Kong and other overseas investors pursuant to the rules
and limits of Shenzhen-Hong Kong Stock Connect. If our H Shares are eligible securities under the
Southbound Trading Link, they can also be subscribed for and traded by investors in the PRC in
accordance with the rules and limits of Shanghai-Hong Kong Stock Connect or Shenzhen-Hong
Kong Stock Connect.
Our H Shares and our A Shares are regarded as one class of Shares under our Articles of
Association and will rank pari passu with each other in all respects and, in particular, will rank
equally for all dividends or distributions declared, paid or made after the date of this Prospectus.
All dividends in respect of our H Shares are to be paid by us in Hong Kong dollars whereas all
dividends in respect of our A Shares are to be paid by us in Renminbi. In addition to cash, dividends
may also be distributed in the form of Shares. Our H Shareholders will receive share dividends in
the form of H Shares, and our A Shareholders will receive share dividends in the form of A Shares.
SHARE CAPITAL
– 214 –


--- page 224 ---
NO CONVERSION OF OUR A SHARES INTO H SHARES FOR LISTING AND TRADING
ON THE HONG KONG STOCK EXCHANGE
A Shares and H Shares are generally neither interchangeable nor fungible, and the market
prices of our A Shares and H Shares may be different after the Global Offering. The Guidelines on
Application for “Full Circulation” of Domestic Unlisted Shares of H-share Companies ( Hʮ̡
΅͡ሗ“ஷ”ˏ) announced by the CSRC are not applicable to companies
dual listed in the PRC and on the Hong Kong Stock Exchange. As of the Latest Practicable Date,
there were no relevant rules or guidelines from the CSRC providing that A Shareholders may
convert A Shares held by them into H Shares for listing and trading on the Hong Kong Stock
Exchange.
APPROV AL FROM HOLDERS OF A SHARES REGARDING THE GLOBAL OFFERING
Approval from holders of A Shares is required for our Company to issue H Shares and seek
the listing of H Shares on the Hong Kong Stock Exchange. Such approval was obtained by us at the
Shareholders’ general meeting of our Company held on November 14, 2025 and is subject to the
following major conditions.
(i) Size of the offer . The proposed number of H Shares to be offered shall not exceed 10%
of the total issued share capital enlarged by the H Shares to be issued pursuant to the
Global Offering (before the exercise of the offer size adjustment option (if applicable)
and the Over-allotment Option). The number of H Shares to be issued pursuant to the full
exercise of the Over-allotment Option shall not exceed 15% of the total number of H
Shares to be offered initially under the Global Offering.
(ii) Method of offering . The method of offering shall be by way of an international offering
to institutional investors and a public offer for subscription in Hong Kong.
(iii) Target investors . The H Shares shall be issued to overseas institutional investors,
corporations and individual investors, as well as qualified domestic institutional
investors and other investors who fulfill the relevant laws and regulations.
(iv) Price determination basis . The Offer Price of the H Shares will be determined by the
Board and its authorized person with the authorization of the Shareholders’ general
meetings, together with the Overall Coordinators, after full consideration of the interests
of existing Shareholders and the conditions of domestic and international capital markets
conditions with reference to the international practices and through demands for orders
and book-building process using a market-oriented pricing method.
(v) V alidity period . The issue and listing of H Shares on the Hong Kong Stock Exchange
shall be completed within 24 months from the date on which such matters were approved
at the Shareholders’ meeting held on November 14, 2025.
There are no other approved offering plans for our Shares except the Global Offering.
SHARE INCENTIVE SCHEME
We have adopted the A Share Incentive Plans to attract and retain talent and promote our
Group’s long-term development. For details, see “Statutory and General Information — 4. A Share
Incentive Plans” set out in Appendix IV to this Prospectus.
SHAREHOLDERS’ GENERAL MEETING
See “Appendix III — Summary of Articles of Association” to this Prospectus for details of
circumstances under which our Shareholders’ general meetings are required.
SHARE CAPITAL
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--- page 225 ---
THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (each a “ Cornerstone Investment
Agreement ” and collectively, the “ Cornerstone Investment Agreements ”) with the cornerstone
investors set out below (each a “ Cornerstone Investor ” and collectively, the “ Cornerstone
Investors ”), pursuant to which the Cornerstone Investors have agreed to, subject to certain
conditions, subscribe, or cause their designated entities to subscribe, at the Offer Price for such
number of Offer Shares (rounded down to the nearest whole board lot of 660 H Shares) that may
be purchased for an aggregate amount of US$406.90 million (or approximately HK$3,188.83
million, calculated based on the exchange rate set out in “Information about this Prospectus and the
Global Offering — Exchange Rate Conversion” in this Prospectus) (the “ Cornerstone Placing ”).
The aggregate amount of the investment contributed by the Cornerstone Investors does not include
brokerage, SFC transaction levy, AFRC transaction levy and Hong Kong Stock Exchange trading
fee which the Cornerstone Investors will pay in respect of the International Offer Shares to be
subscribed by them.
Based on the Offer Price of HK$10.18, being the maximum Offer Price, the total number of
Offer Shares to be subscribed by the Cornerstone Investors would be 313,241,280 Offer Shares,
representing approximately 38.59% of the Offer Shares and 3.86% of our total issued share capital
immediately upon completion of the Global Offering.
We believe that the Cornerstone Placing signifies our Cornerstone Investors’ confidence in our
Company and its business prospect, and that the Cornerstone Placing will help to raise the profile
of our Company. Our Company became acquainted with each of the Cornerstone Investors during
its ordinary course of operations, either through the Group’s business network or through
introduction by the Company’s business partners or the Overall Coordinators.
The Cornerstone Placing will form part of the International Offering, and save as otherwise
consented to by the Stock Exchange, the Cornerstone Investors (and for Everbright Wealth
Management which will subscribe for our Offer Shares through qualified domestic institutional
investors (“ QDII”), the QDII) and their respective close associates will not subscribe for any Offer
Shares under the Global Offering other than pursuant to the Cornerstone Investment Agreements.
The Offer Shares to be subscribed by the Cornerstone Investors (and for Everbright Wealth
Management which will subscribe for our Offer Shares through QDII, the QDII) will rank pari
passu in all respects with the fully paid Shares in issue and all the H Shares to be subscribed by
the Cornerstone Investors will be counted towards the public float at the time of the Listing under
Rule 19A.13A(2) of the Listing Rules. Immediately following the completion of the Global
Offering, the Cornerstone Investors will not have any Board representation in our Company; and
none of the Cornerstone Investors will become a substantial shareholder of our Company. The
Cornerstone Investors do not have any preferential rights in the Cornerstone Investment Agreements
compared with other public Shareholders, other than a guaranteed allocation of the relevant Offer
Shares at the Offer Price.
As confirmed by each of the Cornerstone Investors, there are no side arrangements or
agreements between our Company and the Cornerstone Investors or any benefit, direct or indirect,
conferred on the Cornerstone Investors by virtue of or in relation to the Listing, other than a
guaranteed allocation of the relevant Offer Shares at the final Offer Price, following the principles
as set out in Chapter 4.15 of the Guide for New Listing Applicants.
The Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have
subscribed before dealings in the Company’s Shares commence on the Stock Exchange. There will
be no deferred settlement of the Offer Shares to be subscribed by the Cornerstone Investors.
CORNERSTONE INVESTORS
– 216 –


--- page 226 ---
Among the Cornerstone Investors, Taikang Life, MSIP, Da Cheng International, GF Fund and
Honor are existing minority Shareholders of our Company or their close associates, with each of
such Cornerstone Investors (and/or their close associates) respectively holding less than 1% of the
total issued share capital of the Company as of the Latest Practicable Date. The Stock Exchange has
granted a waiver from strict compliance with the requirements under Rule 10.04 and consent under
Paragraph 1C of Appendix F1 to the Listing Rules to permit H Shares in the International Offering
to be placed to certain existing minority Shareholders (and/or their close associates). For further
details, see “Waivers and Exemption — Allocation of Our H Shares to Existing Minority
Shareholders and their Close Associates under Rule 10.04 and Paragraph 1C(2) of Appendix F1 to
the Hong Kong Listing Rules.”
To the best of the knowledge, information and belief of our Company, other than the
Cornerstone Investors who are either existing minority Shareholders or their respective close
associates, (i) each of the Cornerstone Investors (and for Everbright Wealth Management which will
subscribe for our Offer Shares through QDII, the QDII) is an Independent Third Party; (ii) none of
the Cornerstone Investors (and for Everbright Wealth Management which will subscribe for our
Offer Shares through QDII, the QDII) is accustomed to take and has not taken instructions from the
Company, our Directors, chief executive, the Controlling Shareholders, substantial shareholders,
existing Shareholders or any of their subsidiaries or their respective close associates in relation to
the acquisition, disposal, voting or other disposition of the Offer Shares; and (iii) none of the
subscription of the Offer Shares by the Cornerstone Investors (and for Everbright Wealth
Management which will subscribe for our Offer Shares through QDII, the QDII) is directly or
indirectly financed by the Company, our Directors, chief executive, the Controlling Shareholders,
substantial shareholders, existing Shareholders or any of their subsidiaries or their respective close
associates.
To the best knowledge of the Company and the Overall Coordinators, and based on the
indicative interest of investment of the Cornerstone Investors and/or their close associates as of the
date of this Prospectus, certain Cornerstone Investors and/or their close associates may participate
in the International Offering as placees and subscribe for further Offer Shares in the Global
Offering. The Company will seek the Stock Exchange’s consent and/or waiver to allow the
Cornerstone Investors and/or their close associates to participate in the International Offering as
placees pursuant to Chapter 4.15 of the Guide for New Listing Applicants. Whether such
Cornerstone Investors and/or their close associates will place orders in the International Offering
is uncertain and will be subject to the final investment decisions of such investors and the terms and
conditions of the Global Offering.
To the best knowledge of our Company, (i) the Cornerstone Investors make independent
investment decisions, and (ii) each of the Cornerstone Investors would be financed by their own
internal resources, financial resources of their shareholders, connected person or (in the case of
Cornerstone Investors which are funds or investment managers) the assets managed for their
investors as the source of funding for the subscription of the Offer Shares, and (iii) each of the
Cornerstone Investors have sufficient funds to settle their respective investments under the
Cornerstone Placing. 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 their participation in the Cornerstone
Placing. Save for Hongxing International, Sunny Optical Capital, GF Fund, Value Partners and
Everbright Wealth Management, none of the Cornerstone Investors or their shareholder(s) are listed
on any stock exchanges.
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
June 25, 2026.
CORNERSTONE INVESTORS
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--- page 227 ---
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.
GF Fund
GF Fund Management Co., Ltd. (ʮ̡)( “GF Fund Management ”) and GF
International Investment Management Limited (ʮ̡)( “ GF Fund HK ”,
together with GF Fund Management, “ GF Fund ”) have respectively entered into cornerstone
investment agreements with our Company.
GF Fund Management was established on August 5, 2003. As of December 31, 2025, its assets
under management exceeded RMB2 trillion. It offers a comprehensive range of product offerings,
covering active equity, bonds, money market, overseas investments, passive investments, FOF, and
quantitative hedging, among others, to meet the diversified investment needs of domestic and
international clients. The controlling shareholder of GF Fund Management is GF Securities Co.,
Ltd. (“ GF Securities ”), a company limited by shares listed on The Stock Exchange of Hong Kong
Limited (stock code: 1776) and the Shenzhen Stock Exchange (stock code: 000776), holding a
54.53% equity interest in GF Fund Management. Apart from GF Securities, no other shareholder
holds 30% or more of the equity in GF Fund Management.
GF Fund HK is a wholly-owned subsidiary of GF Fund Management. GF Fund HK (central
entity number of its Hong Kong Securities and Futures Commission license: AXL121) was
incorporated in Hong Kong in December 2010. It is licensed by the SFC to carry on Type 1 (dealing
in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities
in Hong Kong. GF Fund HK serves as the global investment and business platform for its parent
company, GF Fund Management. Acting as GF Fund Management’s overseas window company, GF
Fund HK strategically connects the Chinese and overseas markets. Leveraging the investment and
research capabilities of GF Fund Management and its competitive advantages in the overseas
market, GF Fund HK provides comprehensive and high-quality services to its clients.
GF Fund Management and GF Fund HK will subscribe for the Offer Shares as cornerstone
investors in their capacity as the discretionary investment managers of certain funds under their
management. To the best knowledge of GF Fund Management and GF Fund HK, each fund is an
Independent Third Party, and no ultimate beneficial owner holds 30% or more interest.
Kaide Global Investment
Kaide Global Investment Ltd (“ Kaide Global Investment ”) is an investment holding
company incorporated in the British Virgin Islands, principally engaged in equity investment
activities. The ultimate controlling shareholder of Kaide Global Investment Ltd is Qingdong Wang
and has long been engaged in business operations and investment management, and has extensive
experience in technology innovation and industrial investment. No other ultimate beneficial owner
holds 30% or more interest in Kaide Global Investment.
Qube
Qube Master Fund Ltd (“ Qube”) is an exempted company incorporated in the Cayman
Islands. Qube is sub-managed by Qube Research & Technologies Hong Kong Limited (“ QRT HK ”)
and certain affiliates of QRT HK (collectively “ QRT”). QRT HK is a company incorporated in Hong
Kong and licensed by the SFC to carry on type 1 (dealing in securities) and type 9 (asset
management) regulated activity. There is no ultimate beneficial owner holding 30% or more of the
shares in Qube or QRT HK. QRT is a global investment manager and deploys a diverse range of
investment strategies across geographies, asset classes and time frames, combining data, research,
technology, and trading expertise.
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Ti-Capital Funds
Ti-Capital (HK) Pioneer Fund III (“ Ti-Capital Fund III ”) and Ti-Capital (HK) Pioneer Fund
IV (“ Ti-Capital Fund IV ”, together with Ti-Capital Fund III, the “ Ti-Capital Funds ”) are
sub-funds of Ti-Capital (HK) Pioneer OFC, an open-ended fund company (“ Ti-Capital OFC ”)
registered under the Securities and Futures Ordinance of Hong Kong. As of the Latest Practicable
Date, no parties own 30% or more of interests in Ti-Capital Funds or Ti-Capital OFC. Ti-Capital
Funds primarily engage in cornerstone investments and anchor investments. The fund manager and
controlling shareholder of Ti-Capital Funds is Ti-Capital (Hong Kong) Asset Management Limited
(“Ti-Capital HK ”, central entity number: BUK423). Ti-Capital HK was established in Hong Kong
in 2024, which is ultimately controlled by Mr. Gao Yihui, and is licensed by the SFC to carry on
Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management)
regulated activities.
Value Partners
Each of Value Partners Hong Kong Limited (incorporated in Hong Kong in 1999) and Value
Partners Limited (incorporated in the British Virgin Islands in 1991) has agreed to procure certain
investment funds that it has actual discretionary investment management power over, to subscribe
for relevant number of Shares. The investment funds managed by Value Partners Limited that will
subscribe for the Offer Shares include Value Partners Intelligent Funds — Chinese Mainland Focus
Fund, Value Partners Intelligent Funds — China Convergence Fund, Value Partners Intelligent
Funds — JA-VP China New Century Fund and Value Partners China Greenchip Fund Limited, and
the investment funds managed by Value Partners Hong Kong Limited that will subscribe for the
Offer Shares include Value Partners Multi-Asset Fund, Value Partners Fund Series — Value Partners
Asian Income Fund, Value Partners High-Dividend Stocks Fund, Value Partners Classic Fund, Value
Partners Funds SPC — Value Partners China A-Share Innovation Fund SP, Value Partners Ireland
Fund ICA V — Value Partners Asia Ex-Japan Equity Fund and Value Partners Fund Series — Value
Partners Asian Innovation Opportunities Fund. Each of Value Partners Hong Kong Limited and
Value Partners Limited (together with other subsidiaries under Value Partners Group Limited
(“Value Partners ”)), acts as investment manager or investment advisor to all the funds above.
Both Value Partners Hong Kong Limited and Value Partners Limited are wholly-owned
subsidiaries of Value Partners Group Limited, a company listed on the Stock Exchange (stock code:
806). Value Partners is one of Asia’s largest independent asset management firms. It is
headquartered in Hong Kong and operates in Shanghai, Shenzhen and Singapore. Value Partners’
investment strategies cover equities, fixed income, multi-asset, quantitative investment solutions
and alternatives for institutional and individual clients in the Asia Pacific and Europe. As of 31
December 2025, it has asset under management of approximately US$6.2 billion.
Hongxing International
Hongxing International Technology Limited (ʮ̡)( “ Hongxing
International ”) will subscribe for and hold the relevant number of Offer shares under the
Cornerstone Investment Agreement. Hongxing International is a limited company established under
the laws of Hong Kong and is wholly owned by Victory Giant Technology (HuiZhou) Co., Ltd. ( ௷
Ҧ(౉ψ)ʮ̡), a company established under the laws of PRC, and the A Shares of
which are listed on the ChiNext of the Shenzhen Stock Exchange (stock code: 300476). Hongxing
International mainly engages in the trading of electronic products and equity investment business.
MSIP
Morgan Stanley & Co. International plc (“ MSIP”) is a company incorporated in the United
Kingdom. The ultimate parent undertaking and controlling entity is Morgan Stanley. Morgan
Stanley together with its subsidiary undertakings forms the “Morgan Stanley Group.” Morgan
Stanley is a global financial services firm authorised as a Financial Holding Company and regulated
CORNERSTONE INVESTORS
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by the Board of Governors of the Federal Reserve System in the United States of America. The
Morgan Stanley Group operates within the financial services industry and is subject to extensive
supervision and regulation. The principal activity of the Morgan Stanley Group is the provision of
financial services to a global client base consisting of corporations, governments and financial
institutions. Financial services include investment banking, sales and trading, and other services to
clients.
HK Greenwoods
Greenwoods Asset Management Hong Kong Limited (“ HK Greenwoods ”) is a private fund
management company incorporated in Hong Kong with limited liability. Established in 2005, HK
Greenwoods is one of the largest and earliest China-focused asset managers mainly specializing in
investing into companies in the Greater China region. HK Greenwoods focuses on fundamental
research, value investments, and local due diligence. Investors of funds and accounts managed by
HK Greenwoods on a discretionary basis include institutional investors and high-net-worth
individual professional investors. Mr. Jiang Jinzhi is the chairman and an ultimate beneficial owner
of HK Greenwoods.
As confirmed by HK Greenwoods, the subscription of the Offer Shares as a cornerstone
investor will be made by HK Greenwoods in its capacity as the investment manager of Golden
China Master Fund. As of 30 May 2026, no single ultimate beneficial owner holds 30% or more
interest in the Golden China Master Fund.
3W Fund
3W Fund Management Limited (“ 3W Fund ”) is incorporated in Hong Kong with limited
liability and licensed by the Hong Kong SFC to carry out type 9 (asset management) regulated
activity. 3W Fund is wholly owned by Mr. Weiwei Wu, an Independent Third Party. 3W Fund has
agreed to procure 3W Global Fund, over which 3W Fund has discretionary investment management
power, to subscribe for such number of the Offer Shares. 3W Global Fund pursues to maximize
absolute return and seek long-term capital growth primarily through fundamental investment
principle with value approach. No single investor holds 30% or more interest in 3W Global Fund.
Deliante
Deliante Holdings Co., Ltd. (“ Deliante ”) is a limited liability company incorporated in the
British Virgin Islands on August 6, 2020. It is an investment holding company which is used to hold
financial assets such as stocks and bonds for a family trust established by Mr. Tsai Eng-Meng (“ Mr.
Tsai”), as settlor for the benefit of Mr. Tsai and his family members. Mr. Tsai is the chairman of
the board of Want Want Group, a company primarily engaged in the food and beverage industry in
mainland China. Each of Deliante and its shareholders including Mr. Tsai is an Independent Third
Party. None of its shareholders (including Mr. Tsai) holds 30% or more interest in Deliante.
Sunny Optical Capital
Sunny Optical Capital Limited (ʮ̡)( “Sunny Optical Capital ”) will subscribe
for and hold the relevant number of Offer Shares under the Cornerstone Investment Agreement.
Sunny Optical Capital is a limited company established under the laws of Hong Kong and is wholly
owned by Sunny Optical Technology (Group) Company Limited (Ҧ(ණྠ)ʮ̡), a
company incorporated in Cayman Islands, the shares of which are listed on the Stock Exchange
(stock code: 2382). Sunny Optical Technology (Group) Company Limited is a global leading
manufacturer of integrated optical products with large-scale and and a globally competitive
provider of intelligent optical system solutions (whole device). The Group is principally engaged
in the business of designing, researching and developing, manufacturing, and selling smartphone
products, vehicle products, extended reality (XR) products, pan Internet of things (pan-IoT)
products, and other related products.
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Honor
Honor Information Technology Limited (ʮ̡)( “ Honor ”) is a limited
liability company incorporated in Hong Kong on November 30, 2020, principally engaged in the
sales of electronic products, trading and financing. The controlling shareholder of Honor is
Shenzhen Zhixin New Information Technology Co., Ltd. (ʮ̡)
(“Shenzhen Zhixin ”), which is ultimately controlled by Shenzhen Municipal People’s Government
State-owned Assets Supervision and Administration Commission (਷Ϟ༟ପ္ຖ၍
ึ). Shenzhen Zhixin is principally engaged in the development and production of computers
and related products, covering areas including computer technology development and the
production of hardware and software. No other ultimate beneficial owner holds 30% or more
interest in Honor or Shenzhen Zhixin.
Jain Global
Jain Global Master Fund Ltd is a fund established in the Cayman Islands and managed by Jain
Global LLC (“ Jain Global ”). Jain Global is wholly owned by a holding company, Jain Holdings
LLC, a Delaware limited liability company (“ Jain Holdings ”). Mr. Robert Jain is the managing
member and principal owner of Jain Holdings and therefore controls Jain Global. Jain Global has
offices in the United States of America, United Kingdom, Hong Kong, and Singapore. Jain Global,
on behalf of Jain Global Master Fund Ltd, pursues investment strategies across a range of different
asset classes, products, and geographic regions. Jain Global Master Fund Ltd’s capital will be
primarily deployed in the following investment strategies: fundamental equities, rates and macro,
equity arbitrage, credit, systematic and commodities. No ultimate beneficial owner holds 30% or
more of interests in Jain Global Master Fund Ltd.
Seven Grand
Seven Grand Managers, LLC (“ Seven Grand ”) is an investment management firm organized
in Delaware, United States as a limited liability company. Seven Grand focuses on opportunistic and
event-driven strategies across global public and private markets. The firm manages capital on behalf
of institutional investors and high-net worth investors through private funds and managed accounts.
To Seven Grand’s knowledge, none of these funds has an ultimate beneficial owner holding 30%
or more interest therein. Core investment activities include participation in IPOs (including
cornerstone tranches), block trades, private placements, and special situation opportunities. Seven
Grand entered into the cornerstone investment agreement with our Company in its capacity as a
discretionary investment adviser to one or more private funds and accounts.
Seven Grand is controlled by Chris Fahy as the managing member of Seven Grand Managers,
LLC in an individual capacity. His spouse is a non-managing 1% interest (to avoid “disregarded
entity” status for US tax) and there are no other shareholders. Mr. Fahy oversees the firm’s risk
taking, portfolio construction, and sourcing efforts. Prior to launching Seven Grand, Mr. Fahy
served as the CIO of Galaxy Investment Partners, as a Portfolio Manager at Fortress Investment
Group, and spent 13 years across numerous leading global investment banks.
Taikang Life
Taikang Life Insurance Co., Ltd (“ Taikang Life ”), a company incorporated in China, is a
wholly owned subsidiary of Taikang Insurance Group Inc. There is no shareholder holding 30% or
more in Taikang Insurance Group Inc. Taikang Life provides a full range of personal security and
investment and wealth management products and services for individuals and families. The
products on offer correspond to the different requirements of customers in terms of market segments
such as the children and teenagers, females and high-income population groups. They also meet
multidimensional demands regarding health care and accident cover, pensions and wealth
management, among others. Taikang Insurance Group Inc. is an insurance and financial service
conglomerate focused on insurance, asset management and health and elderly care as main
CORNERSTONE INVESTORS
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businesses. The Beijing-headquartered company consists of several subsidiaries including Taikang
Life, Taikang AMC, Taikang Pension, Taikang Healthcare, Taikang Health, and TK.CN. Its product
offering covers life insurance, internet-based financial insurance, enterprise annuity, asset
management, health and elderly care, health management and commercial real estate, among others.
Da Cheng International
Established in Hong Kong on March 19, 2009 with registered capital of HK$200 million, Da
Cheng International Asset Management Company Limited (“ Da Cheng International ”), a
wholly-owned subsidiary of Dacheng Fund Management Company Limited (“ Dacheng Fund ”),
strives to provide comprehensive and integrated asset management and investment consultancy
services for its clients. No single ultimate beneficial owner holds 30% or more interest in Dacheng
Fund. Pursuant to the SFO, Da Cheng International was licensed to carry out Type 1 (dealing in
securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities, and
it obtained the qualification as an investment manager of the National Social Security Fund in 2015
to serve as an investment manager of the National Council for Social Security Fund of the People’s
Republic of China (ଣԫึ). Da Cheng International acts as the investment
manager or investment advisor, with discretionary investment power for Da Cheng China Balanced
Fund which is managed or sub-managed by Da Cheng International. No single ultimate beneficial
owner holds 30% or more interests in Da Cheng China Balanced Fund. Da Cheng International has
a mature product line, which consists of public funds (including investments in China’s securities
markets and overseas securities markets), private funds and portfolios of discretionary accounts. Da
Cheng International is one of the eleven Hong Kong subsidiaries with QFII/RQFII qualifications
issued by CSRC and one of the only four holders of the National Social Security Fund Overseas
Investment Manager qualification. In October 2018, Da Cheng International became one of the first
batch to obtain the Hong Kong Stock Connect Overseas Investment Consultant Qualification.
Everbright Wealth Management
Everbright Wealth Management Co., Ltd. (ப΂ʮ̡)(“Everbright Wealth
Management ”), a wholly-owned subsidiary of China Everbright Bank Company Limited ( ʕ਷Έ
ʮ̡), a company listed on the Shanghai Stock Exchange (stock code: 601818) and
the Stock Exchange (stock code: 6818). Everbright Wealth Management was established in
September 2019 with a registered capital of RMB5 billion. The principal business of Everbright
Wealth Management includes publicly offering wealth management products to the general public,
investing and managing the entrusted assets of investors, privately offering wealth management
products to qualified investors, investing and managing the entrusted assets of investors, providing
wealth management advisory and consulting services, and other businesses as approved by the
China Banking and Insurance Regulatory Commission (the validity period of the financial license
shall be subject to the license) (projects that are subject to approval in accordance with the law may
only be carried out after obtaining approval from the relevant authorities).
Everbright Wealth Management’s investment into the Company would be made and completed
through QDII program in the PRC, of which it has engaged GF Securities Asset Management
(Guangdong) Co., Ltd. ( ᄿ೯൛Վ༟ପ၍ଣ(؇)ʮ̡)( “ GF Asset Management ”). GF Asset
Management is an asset management company established in the PRC in 2014. It is a wholly-owned
subsidiary of GF Securities Co., Ltd., a company which is engaged in the securities business, and
listed on the Stock Exchange (stock code: 1776) and the Shenzhen Stock Exchange (stock code:
000776).
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GRANITE ASIA
GRANITE ASIA IX VCC (for the account of and on behalf of GX ACCESS, “ GRANITE
ASIA”), a variable capital company incorporated in Singapore, acting solely for the account of and
on behalf of its sub-fund, GX Access. GRANITE ASIA IX VCC (for the account of and on behalf
of GX ACCESS) is wholly owned by GraniteX Access Fund I VCC, and is managed/advised by
Granite Asia Capital PTE. LTD. No other single ultimate beneficial owner holds 30% or more in the
GX ACCESS.
Granite Asia Capital PTE. LTD holds the sole management share of GraniteX Access Fund I
VCC and is ultimately owned by Mr. Ji-Xun Foo and Ms. Lee Hong Wei Jenny.
Verition
Verition Multi-Strategy Master Fund Ltd. is managed by Verition Fund Management LLC
(“Verition ”), an investment firm founded in 2008. Verition is a subsidiary of Verition Fund
Management NY , Inc., which owns the vast majority of Verition’s equity and is ultimately
controlled by Mr. Nicholas Maounis, and there is no other ultimate beneficial owner holding an
interest of 30% or more. Verition manages a multi-strategy, multi-manager hedge fund focused on
global investment strategies including Credit, Fixed Income & Macro, Convertible & V olatility
Arbitrage, Event-Driven, Equity Long/Short & Capital Markets Trading, and Quantitative
Strategies. As part of its investment activities, Verition seeks to construct a diversified portfolio
with low correlation to traditional and alternative asset classes and consistently attractive risk
adjusted returns. Capital is allocated dynamically across the strategies based on the market view and
opportunity set for each individual investment team. As of April 1, 2026, the assets under
management of Verition and its affiliates is approximately US$14.1 billion and Verition employs
approximately 500 investment professionals and has offices in New York, Greenwich, Norwalk,
London, Singapore, Hong Kong and Dubai. Verition Multi-Strategy Master Fund Ltd. has two
feeder funds, Verition International Multi-Strategy Fund Ltd. (via Verition Multi-Strategy
Intermediate Fund Ltd.) and Verition Multi-Strategy Fund LLC, neither of which will subscribe for
the Offer Shares. As of April 1, 2026, there is no ultimate beneficial owner who owns 30% or more
of Verition Multi-Strategy Master Fund Ltd.
Set out below is the details of the Cornerstone Placing assuming there is no other change made
to the issued share capital of our Company between the Latest Practicable Date and the Listing
Date:
Based on the Offer Price of HK$10.18 (being the maximum Offer Price)
Cornerstone Investor
Investment
amount (1)
Number of
Offer
Shares (2)
Approximate
%o ft h e
Offer Shares
Approximate
% of our total
issued share
capital
GF Fund
– GF Fund Management /H1100/H1100/H1100/H1100/H1100US$32 million 24,634,500 3.03% 0.30%
– GF Fund HK /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100US$10 million 7,698,240 0.95% 0.09%
Kaide Global Investment /H1100/H1100/H1100/H1100US$32 million 24,634,500 3.03% 0.30%
Qube /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100US$30 million 23,094,720 2.84% 0.28%
Ti-Capital Funds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100US$30 million 23,094,720 2.84% 0.28%
Value Partners
– V alue Partners Hong Kong
Limited /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100US$24.5 million 18,860,820 2.32% 0.23%
– V alue Partners Limited /H1100/H1100/H1100/H1100/H1100US$5.5 million 4,233,900 0.52% 0.05%
Hongxing International /H1100/H1100/H1100/H1100/H1100/H1100US$30 million 23,094,720 2.84% 0.28%
MSIP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100US$29.9 million 23,017,500 2.84% 0.28%
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Cornerstone Investor
Investment
amount (1)
Number of
Offer
Shares (2)
Approximate
%o ft h e
Offer Shares
Approximate
% of our total
issued share
capital
HK Greenwoods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100US$23 million 17,705,820 2.18% 0.22%
3W Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100US$20 million 15,396,480 1.90% 0.19%
Deliante /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100US$20 million 15,396,480 1.90% 0.19%
Sunny Optical Capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100US$20 million 15,396,480 1.90% 0.19%
Honor /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100US$15 million 11,547,360 1.42% 0.14%
Jain Global /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100US$15 million 11,547,360 1.42% 0.14%
Seven Grand /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100US$15 million 11,547,360 1.42% 0.14%
Taikang Life /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100US$15 million 11,547,360 1.42% 0.14%
Da Cheng International /H1100/H1100/H1100/H1100/H1100/H1100US$10 million 7,698,240 0.95% 0.09%
Everbright Wealth Management US$10 million 7,698,240 0.95% 0.09%
GRANITE ASIA /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100US$10 million 7,698,240 0.95% 0.09%
Verition /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100US$10 million 7,698,240 0.95% 0.09%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100US$406.9 million 313,241,280 38.59% 3.86%
Notes:
(1) The investment amount excludes brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading
fee, and is calculated based on the exchange rate set out in the section headed “Information about this Prospectus and
the Global Offering — Exchange Rate Conversion” in this Prospectus.
(2) Rounded down to the nearest whole board lot of 660 H Shares, and is calculated based on the exchange rate set out
in “Information about this Prospectus and the Global Offering — Exchange Rate Conversion” in this Prospectus.
CLOSING CONDITIONS
The obligation of each of the Cornerstone Investors to subscribe for the Offer Shares under
their respective Cornerstone Investment Agreement is subject to, among other things, the following
closing conditions:
(i) the Hong Kong Underwriting Agreement and the International Underwriting Agreement
being entered into and having become effective and unconditional (in accordance with
their respective original terms or as subsequently waived or varied by agreement of the
parties thereto) by no later than the time and date as specified in the Hong Kong
Underwriting Agreement and the International Underwriting Agreement, and neither the
Hong Kong Underwriting Agreement nor the International Underwriting Agreement
having been terminated;
(ii) the Offer Price having been agreed upon between our Company and the Overall
Coordinators (for themselves and on behalf of the underwriters of the Global Offering);
(iii) the Listing Committee having granted the approval for the listing of, and permission to
deal in, the H Shares (including the Shares under the Cornerstone Placing) as well as
other applicable waivers and approvals and such approval, permission or waiver having
not been revoked prior to the commencement of dealings in the Shares on the Stock
Exchange;
(iv) no laws having been enacted or promulgated by any governmental authority which
prohibits the consummation of the transactions contemplated in the Global Offering or
each Cornerstone Investment Agreement, and there being no orders or injunctions from
a court of competent jurisdiction in effect precluding or prohibiting consummation of
such transactions;
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(v) the respective representations, warranties, acknowledgements, undertakings, and
confirmations of the Cornerstone Investors and guarantor (where applicable) under their
respective Cornerstone Investment Agreement are (as of the date of the respective
Cornerstone Investment Agreement) and will be (as of the Listing Date) accurate, true
and complete in all material respects and not misleading or deceptive and that there is
no material breach of the respective Cornerstone Investment Agreement on the part of
the relevant Cornerstone Investor and guarantor (where applicable); and
(vi) the overseas direct investment approval or any other government approval, filing,
registration or consent required for the outbound investment and foreign exchange
conversion of funds in connection with the transactions contemplated under the
Cornerstone Investment Agreement having been completed and obtained prior to the
approval-in-principle for the listing of the H Shares being issued by the Hong Kong
Stock Exchange.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each Cornerstone Investor has agreed that without the prior written consent of our Company,
the Sole Sponsor and the Overall Coordinators, it will not, whether directly or indirectly, at any time
during the period of six months after the Listing Date (the “ Lock-up Period ”), dispose of, in any
way, any of the Offer Shares it has purchased, pursuant to their respective Cornerstone Investment
Agreement, save for certain limited circumstances, such as transfers to any of its wholly-owned
subsidiaries who will be bound by the same obligations of the Cornerstone Investor, including the
Lock-up Period restriction.
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The following discussion should be read in conjunction with our audited consolidated
financial statements and the accompanying notes, the text of which is set out in Appendix I
to this prospectus. Such consolidated financial statements are prepared in accordance with
IFRS, which may differ in certain material aspects from generally accepted accounting
principles in other jurisdictions, including the United States. Investors should read the whole
of the audited financial information as set out in Appendix I to this prospectus and not rely
merely on the information contained in this section.
The following discussion and analysis contain forward-looking statements that reflect
our current views with respect to future events and financial performance. These statements
are based on our assumptions and analysis in light of our experience and perception of
historical trends, current conditions and expected future developments, as well as other
factors we believe are appropriate under the circumstances. However , whether actual
outcomes and developments will meet our expectations and predictions depends on a number
of risks and uncertainties which we cannot control.
OVERVIEW
We are a leading high-precision intelligent manufacturing platform for electronic devices,
delivering one-stop production services and solutions to customers worldwide. We provide a
full-spectrum portfolio of core materials, high-precision functional components, modules and
assembled systems, underpinned by continuous technology development and our AI-integrated
manufacturing capabilities. Guided by the principles of lean management, digitalization,
automation and sustainability, we power a broad range of end markets including electronic devices
(covering smart electronics, robotics and enterprise servers), automotive and advanced air mobility.
According to Frost & Sullivan, in terms of revenue in 2025, we ranked first globally in the
high-precision functional component market for smart electronics, and third globally among
high-precision intelligent manufacturing platforms for smart electronics.
During the Track Record Period, we demonstrated strong and resilient financial performance,
reinforcing our leadership position within the industry and our commitment to delivering
shareholder value. During the Track Record Period, our revenue amounted to RMB34,154.0 million,
RMB44,259.5 million and RMB51,428.9 million in 2023, 2024 and 2025, respectively. Our profit
for the year amounted to RMB2,013.9 million, RMB1,760.7 million and RMB2,326.8 million in
2023, 2024 and 2025, respectively.
MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS
We believe our business, results of operations and financial condition have been, and are
expected to continue to be, materially affected by the following factors:
Global Macroeconomic and Industry Trends
We offer products and solutions to customers in over 30 countries and regions. In 2023, 2024
and 2025, revenue generated from customers in the Chinese Mainland accounted for 70.4%, 62.1%
and 53.5% of our total revenue, respectively, while revenue from customers outside the Chinese
Mainland accounted for 29.6%, 37.9% and 46.5%, respectively. Our revenue is affected by the
demand for our products and solutions in the countries and regions we operate in, which in turn is
influenced by factors such as overall economic growth, geopolitical developments, tariff and trade
policies, export control measures, employment levels, inflation or deflation trends, real disposable
income, interest rates and foreign exchange rate fluctuations. There remain considerable
uncertainties regarding the long-term effects of monetary and fiscal policies adopted by central
banks and financial authorities in major economies. Given the international scale of our operations,
we are exposed to economic and social developments in these jurisdictions. See “Risk Factors —
Risks Relating to Our Business and Industry — We are subject to risks associated with our
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international businesses and operations” for more details. Despite the uncertain global economic
outlook, we believe we are well-positioned to compete in the market by capitalizing on our
established market position, strong product and research and development capabilities and
long-term customer relationships.
Demand From End Markets and Major Customers
Our products are deployed across a broad range of end markets, including electronic devices
(including smart electronics, intelligent robots and enterprise servers), automotive and advanced air
mobility, among other applications. Key factors expected to influence the development across these
markets include: (i) demand from end markets for enhanced functionality and product design; (ii)
the rapid advancement of core digital technologies, including AI and automation; and (iii)
supportive policy measures promoting these industries globally. Our success in the high-precision
intelligent manufacturing platform industries for electronic devices, automotive and advanced air
mobility will depend on our ability to leverage our competitive strengths and continuously adapt to
technological advancements to meet evolving customer needs. See “Industry Overview” for more
details.
Our continued growth also depends on our ability to expand into emerging markets. We review
and refine our sector and application coverage on a regular basis and seek to enhance product value
and market share through ongoing product upgrades. In recent years, we have strategically
expanded into selected sectors and applications with strong growth potential and higher margins,
including AI servers, humanoid robots, and AI optical communication infrastructure. In the coming
years, we plan to further strengthen our presence in these sectors and applications.
Our results of operations are also influenced by our relationships with our major customers.
Sales to our top five customers accounted for 52.0%, 56.0% and 57.5% of our total revenue in 2023,
2024 and 2025, respectively. Through technology exchange, equipment support and collaboration
in product design, we participate in the early stages of product research and development for our
major customers. These customers engage us in in-depth discussions on manufacturing processes,
production sites, technical research and development and project management. Such close
collaboration allows us to respond more efficiently to customer demand and production schedules
and to achieve mass production in a timely manner. We believe that our long-term relationships with
major customers contribute to the stable growth of our revenue.
Product Mix and Pricing
Our results of operations have been and are expected to continue to be affected by our product
mix. Each category of product is subject to different technical requirements and levels of market
competition, leading to variations in costs, selling prices and gross margins. Accordingly, changes
in our product mix may materially affect our overall profitability.
Our products are mainly customized according to customer orders. We generally determine the
price of our products based on a variety of factors, including (i) the complexity of the product both
in terms of design and manufacturing, (ii) the costs of developing and manufacturing such products
and our expected profit margin, (iii) the quantity involved and (iv) competition. To manage the risk
of fluctuating raw material costs, we proactively negotiate with customers to share these changes.
This price adjustment mechanism involves rigorous internal cost management and collaboration
with suppliers to provide revised quotations. This collaborative approach has proven effective, as
we have maintained good customer relationships without any material disputes over price
adjustments. See “Business — Our Sales — Pricing Policy” for more details.
In general, our products and solutions for the electronic device market have relatively higher
gross margins. This is mainly attributable to: (i) the application of our automation technologies,
which enhances production efficiency; (ii) our effective cost control measures; and (iii) our
long-term and stable relationships with global technology leaders and satisfactory customer
retention. In addition, our business in the electronic device segment contributed approximately
89.9%, 92.1% and 87.1% of our total revenue in 2023, 2024 and 2025, respectively. Given its scale
and profitability, the electronic device segment is expected to remain our major revenue contributor,
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and changes in its performance are likely to have a significant impact on our overall profitability.
Going forward, our overall gross margin will continue to depend on our ability to identify
high-growth end markets and to optimize our product mix from time to time.
Production Efficiency and Yield
Production efficiency and yield are two key indicators of our operational management. We are
committed to maintaining and improving our operational efficiency. In recent years, we have
actively taken measures, such as improving our production technology and equipment and
increasing the level of automation in our production process to optimize the production process.
This shift towards automation has a direct impact on our staff cost as it can lead to a reduction in
the required number of production line employees or a reallocation of staff to higher-value roles
such as maintenance, programming and quality assurance.
Our profitability also depends on the economies of scale achieved through maintaining a
reasonable level of capacity utilization. Capacity utilization rates are affected by a number of
factors, including general industry conditions, the volume of customer orders, the complexity and
mix of products produced, machinery maintenance and reconfiguration requirements, mechanical
failures, and other operational disruptions such as capacity expansion or equipment relocation. Our
ability to efficiently manage these factors directly impacts our production performance and cost
efficiency.
As of December 31, 2025, we had over 63 manufacturing plants and delivery hubs worldwide.
In 2025, our production capacity for smart electronics comprised 69,616,857 thousand pieces,
44,449 thousand sets, and 231,828 tons. For our automotive and advanced air mobility segment,
production capacity reached 2,124,413 thousand pieces for the same year. We plan to continue to
increase our production capacity in Chinese Mainland and overseas in response to growing
customer demand. See “Business — Manufacturing — Manufacturing Plants” for more details.
At the same time, we are focused on improving yield and reducing defect rates. Through
optimized mold design, intelligent testing and simulation recognition, we have effectively reduced
the number of defective products and enhanced overall product quality. Our ability to rapidly
implement new designs and refine production processes while maintaining a low defect rate enables
us to optimize production line utilization, increase output efficiently and achieve large-scale
production of technically demanding products within a short time frame to meet customer delivery
schedules. We intend to continue implementing stringent product quality control standards to
further improve production yield and maintain a low defect rate.
Cost of Sales and Operating Expenses
Our cost of sales primarily consists of (i) direct materials, representing the cost of raw
materials and semi-finished products that are integral to our finished goods, such as various metals,
tapes, plastics, foams, packaging materials, protective films and electronic components; (ii) direct
labor, which includes salaries, bonuses, and other benefits for our staff directly involved in the
manufacturing process; and (iii) manufacturing overhead and others, which mainly comprises
indirect staff costs, depreciation of our production-related property, plant and equipment, utilities,
expenses for jigs and fixtures and provision for inventory write-down. The costs for direct materials
are the largest component of cost of sales. In 2023, 2024 and 2025, the costs for direct materials
accounted for 62.0%, 65.5% and 65.7% of our cost of sales, respectively. In the event of significant
fluctuations in raw material prices, material exchange rate movements or changes initiated by
customers, we manage our exposure by maintaining close communication and negotiation with our
customers to share such cost variations.
Our profitability and results of operations are also affected by our ability to control
administrative and other operating expenses. In 2023, 2024 and 2025, our administrative and other
operating expenses were RMB1,623.5 million, RMB1,652.9 million and RMB2,137.4 million,
respectively, representing 4.8%, 3.7% and 4.2% of our revenue, respectively. We expect these costs
will continue to be a significant part of our operating expenses going forward.
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Investment in Research and Development and Process Innovation
Investment in research and development represents one of our core strategies for maintaining
our long-term competitiveness. We rely on our strong research and development capabilities to
support product and service innovation and consolidate our leading position in the intelligent
manufacturing industry. Our R&D activities cover industrial design and product performance
development of products, precision module design and manufacturing processes, as well as
automation and intelligent application technologies, through which we provide customers with
cutting-edge products and customized solutions.
Over the years, we have continuously improved our production processes, which has
positively affected our business, results of operations and financial condition. See “Business —
Research and Development” for more details. In 2023, 2024 and 2025, our research and
development expenses were RMB1,815.7 million, RMB1,990.5 million and RMB2,381.6 million,
respectively, representing 5.3%, 4.5% and 4.6% of our revenue, respectively. As of December 31,
2025, we had a research and development team of 7,935 employees. We intend to continue
allocating substantial resources to research and development and process innovation to enhance our
technological capabilities, support the development of new products and solutions, and reinforce
our competitiveness in the industry.
Financing Costs and Foreign Currency Exchange Rates
Although the majority of our working capital is funded by cash flows from our operating
activities, we also utilize external bank loans, other borrowings and bonds for our financing needs.
Accordingly, our profitability is affected by fluctuations in the cost of capital in the market. During
the Track Record Period, we have diversified our financing channels and conducted financing
through syndicate loans and domestic bonds to reduce our financing cost and reduce liquidity risk.
In 2023, 2024 and 2025, our finance costs were RMB348.7 million, RMB304.2 million and
RMB380.3 million, accounting for 1.0%, 0.7% and 0.7% of our revenue for the corresponding
years.
As our business operations span over 30 countries and regions, revenue generated overseas
accounted for 29.6%, 37.9% and 46.5% of our total revenue in 2023, 2024 and 2025, respectively.
We prepare our financial information in accordance with IFRS in Renminbi, which is our reporting
currency. The functional currency of our subsidiaries, which in each case is the currency that best
reflects the economic substance of the underlying events and circumstances relevant to a subsidiary,
varies from country to country. Fluctuations in foreign currency exchange rates could have a
significant impact on our business, results of operations and financial condition, affect our gross
and operating profit margins, and result in foreign exchange and operating gains or losses. We have
implemented, and will continue to implement, effective measures to control the foreign exchange
risk with the improvement of our foreign exchange management capabilities.
BASIS OF PREPARATION
The historical financial information has been prepared in accordance with the IFRS
Accounting Standards. For the purpose of preparing of the historical financial information,
information is considered material if such information is reasonably expected to influence decisions
made by primary users of the historical financial information. In addition, the historical financial
information includes applicable disclosures required by the Listing Rules and by the Companies
Ordinance. The historical financial information has been prepared on the historical cost basis except
for certain financial assets and liabilities which are stated at fair value. See Notes 2 and 3 to the
Accountants’ Report set out in Appendix I to this prospectus for more details.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We have identified certain accounting policies that are material to the preparation of our
financial statements. Accounting policies that are material for understanding our financial condition
and results of operations are set forth in detail in Note 2 to the Accountants’ Report set out in
Appendix I to this prospectus. Some of our accounting policies involve subjective assumptions and
estimates, as well as complex judgments relating to accounting items. See Note 3 to the
Accountants’ Report set out in Appendix I to this prospectus for more details. There has not been
any material deviation between our management’s estimates or assumptions and actual results, and
we have not made any material changes to these estimates or assumptions during the Track Record
Period.
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
The following table sets forth our consolidated statements of profit or loss for the years
indicated:
For the year ended December 31,
2023 2024 2025
Amount
%o f
revenue Amount
%o f
revenue Amount
%o f
revenue
(RMB in thousands, except for percentages)
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,154,017 100.0 44,259,533 100.0 51,428,944 100.0
Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(27,760,492) (81.3) (37,866,441) (85.6) (43,610,537) (84.8)
Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,393,525 18.7 6,393,092 14.4 7,818,407 15.2
Other income and other
gains, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100207,045 0.6 374,885 0.9 349,425 0.7
Selling and distribution
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(334,970) (1.0) (367,601) (0.8) (398,581) (0.8)
Administrative and other
operating expenses /H1100/H1100/H1100/H1100(1,623,500) (4.8) (1,652,896) (3.7) (2,137,430) (4.2)
Research and development
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,815,664) (5.3) (1,990,452) (4.5) (2,381,587) (4.6)
Provision for impairment
losses on non-current
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(300,340) (0.9) (177,570) (0.4) (198,222) (0.4)
Reversal of/(provision for)
impairment losses on
financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100215,437 0.6 (48,712) (0.1) 1,052 0.0
Operating profit /H1100/H1100/H1100/H1100/H1100/H1100/H11002,741,533 8.0 2,530,746 5.8 3,053,064 5.9
Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(348,707) (1.0) (304,163) (0.7) (380,264) (0.7)
Share of results of
associates and joint
ventures /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095,216 0.3 (30,208) (0.1) 60,577 0.1
Profit before taxation /H1100/H1100/H11002,488,042 7.3 2,196,375 5.0 2,733,377 5.3
Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(474,143) (1.4) (435,642) (1.0) (406,552) (0.8)
Profit for the year /H1100/H1100/H1100/H1100/H11002,013,899 5.9 1,760,733 4.0 2,326,825 4.5
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NON-IFRS MEASURES
To supplement our consolidated financial statements which are presented in accordance with
IFRS, we also use adjusted net profit (non-IFRS measure) and adjusted net profit margin (non-IFRS
measure) as additional financial measures, which are not required by, or presented in accordance
with, IFRS. We believe that the presentation of these non-IFRS measures facilitates comparisons of
operating performance from year to year and company to company by excluding the impact of
share-based compensation expense, a non-cash item, and listing expenses, which relate to the
Listing.
Adjusted net profit (non-IFRS measure) refers to the profit for the year adjusted for the items
set out in the table below. In 2023, 2024 and 2025, our adjusted net profit (non-IFRS measure) was
RMB2,076.0 million, RMB1,861.9 million and RMB2,645.3 million, respectively. The following
table reconciles our adjusted net profit (non-IFRS measure) for the years presented to the most
directly comparable financial measure calculated and presented under IFRS, which is profit for the
year, and presents our adjusted net profit margin (non-IFRS measure) for the years indicated:
For the year ended December 31,
2023 2024 2025
(RMB in thousands, except for percentages)
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,013,899 1,760,733 2,326,825
Add:
Equity-settled share-based payment
expenses
(1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110062,093 101,196 316,908
Listing expenses (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1,538
Adjusted net profit (non-IFRS measure) /H1100/H1100/H11002,075,992 1,861,929 2,645,271
Adjusted net profit margin (non-IFRS
measure) (%) (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006.1 4.2 5.1
Notes:
(1) Represents non-cash expenses related to share options, restricted shares and employee stock ownership plans
granted to our employees. As this is a non-cash item, we believe its exclusion helps investors better understand
our core cash-generating profitability. See Note 7(b) and Note 28 to the Accountants’ Report set out in
Appendix I to this prospectus for more details.
(2) Represents expenses incurred in connection with the Listing.
(3) Adjusted net profit margin (non-IFRS measure) is calculated by dividing adjusted net profit (non-IFRS
measure) by revenue.
KEY COMPONENTS OF CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
Revenue
Revenue by Business Segment
We generate revenue primarily from sales of products. Our revenue can be generally
categorized into two principal segments: electronic devices, and automotive and advanced air
mobility.
 Electronic devices . Our electronic devices segment covers the entire value chain of
electronic devices, extending from raw material provision, research and development,
product sales, precision assembly to manufacturing, and supporting services.
 Automotive and advanced air mobility . We provide core materials, high-precision
functional components, modules and assembled systems that enable the electrification
and intelligent transformation of vehicles and low-altitude mobility.
In 2023, 2024 and 2025, our revenue amounted to RMB34,154.0 million, RMB44,259.5
million and RMB51,428.9 million, respectively.
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The following table sets forth a breakdown of our revenue by business segment and the
corresponding percentages for the years indicated:
For the year ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Electronic devices
– Imaging and display /H1100/H1100/H1100/H11005,542,966 16.2 11,270,092 25.4 11,884,538 23.1
– Materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,457,276 18.9 7,476,280 16.9 7,822,065 15.2
– Battery and power
supply /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,984,433 20.4 6,482,952 14.6 7,578,806 14.8
– Thermal management /H1100/H1100/H11003,760,895 11.0 4,107,088 9.3 5,124,786 10.0
– Sensors and related
components and
modules /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,724,883 5.1 3,523,358 8.0 4,272,156 8.3
– Precision assembly and
others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,398,508 10.0 3,863,080 8.7 4,336,384 8.4
– AI glasses and XR
devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,844,211 8.3 4,056,900 9.2 3,774,483 7.3
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,713,172 89.9 40,779,750 92.1 44,793,218 87.1
Automotive and advanced
air mobility /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,384,509 4.1 2,116,865 4.8 2,954,379 5.7
Others
(1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,056,336 6.0 1,362,918 3.1 3,681,347 7.2
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,154,017 100.0 44,259,533 100.0 51,428,944 100.0
Note:
(1) Others mainly comprise the revenue from our clean energy business.
Revenue by Geographical Region
The geographical region of our customers is determined based on the place of domicile of the
external customers at which the services were provided or the goods were delivered. During the
Track Record Period, we made sales to regions within and outside Chinese Mainland. In 2023, 2024
and 2025, our revenue generated from customers in Chinese Mainland accounted for 70.4%, 62.1%
and 53.5% of our total revenue, respectively. The following table sets forth a breakdown of our
revenue by geographic market and the corresponding percentages for the years indicated:
For the year ended December 31,
2023 2024 2025
Amount
%o f
revenue Amount
%o f
revenue Amount
%o f
revenue
(RMB in thousands, except for percentages)
Chinese Mainland /H1100/H1100/H1100/H1100/H1100/H110024,055,770 70.4 27,506,969 62.1 27,528,495 53.5
Overseas
– Asia (excluding Chinese
Mainland)
(1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,998,832 11.7 9,629,757 21.8 12,963,885 25.2
– North America (2) /H1100/H1100/H1100/H1100/H1100/H11003,678,302 10.8 5,137,676 11.6 8,759,688 17.0
– Europe (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,706,453 5.0 1,272,497 2.9 1,294,607 2.5
– Others (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100714,660 2.1 712,634 1.6 882,269 1.8
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,098,247 29.6 16,752,564 37.9 23,900,449 46.5
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,154,017 100.0 44,259,533 100.0 51,428,944 100.0
FINANCIAL INFORMATION
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Notes:
(1) Primarily includes India, Vietnam, Hong Kong and Taiwan.
(2) Primarily includes the United States.
(3) Primarily includes the United Kingdom, Turkey, Ireland and Germany.
(4) Primarily includes Brazil.
Cost of Sales
Our cost of sales primarily consists of (i) direct materials, representing the cost of raw
materials and semi-finished products that are integral to our finished goods, such as various metals,
tapes, plastics, foams, packaging materials, protective films and electronic components; (ii) direct
labor, which includes salaries, bonuses, and other benefits for our staff directly involved in the
manufacturing process; and (iii) manufacturing overhead and others, which mainly comprises
indirect staff costs, depreciation of our production-related property, plant and equipment, utilities,
expenses for jigs and fixtures and provision for inventory write-down.
In 2023, 2024 and 2025, our cost of sales was RMB27,760.5 million, RMB37,866.4 million
and RMB43,610.5 million, respectively, representing 81.3%, 85.6% and 84.8% of our total revenue
for the same years.
The following table sets forth the components of our cost of sales and the components as a
percentage of the total cost of sales for the years indicated:
For the year ended December 31,
2023 2024 2025
Amount
% of cost
of sales Amount
% of cost
of sales Amount
% of cost
of sales
(RMB in thousands, except for percentages)
Direct materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,209,846 62.0 24,816,022 65.5 28,663,326 65.7
Direct labor /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,311,520 11.9 4,154,929 11.0 4,641,512 10.7
Manufacturing overhead
and others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,239,126 26.1 8,895,490 23.5 10,305,699 23.6
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,760,492 100.0 37,866,441 100.0 43,610,537 100.0
Gross Profit and Gross Margin
In 2023, 2024 and 2025, our gross profit was RMB6,393.5 million, RMB6,393.1 million and
RMB7,818.4 million, respectively, and our gross margin was 18.7%, 14.4% and 15.2%,
respectively.
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The table below sets forth a breakdown of our gross profit and gross margin by business
segment for the years indicated:
For the year ended December 31,
2023 2024 2025
Gross profit
Gross
margin
(%) Gross profit
Gross
margin
(%) Gross profit
Gross
margin
(%)
(RMB in thousands, except for percentages)
Electronic devices
– Imaging and display /H1100/H1100/H1100/H11001,631,714 29.4 1,317,205 11.7 1,377,542 11.6
– Materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,555,269 24.1 1,643,852 22.0 1,724,059 22.0
– Battery and power
supply /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100430,039 6.2 473,289 7.3 704,699 9.3
– Thermal management /H1100/H1100/H1100714,266 19.0 547,280 13.3 662,430 12.9
– Sensors and related
components and
modules /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100256,709 14.9 680,147 19.3 800,988 18.7
– Precision assembly and
others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100935,286 27.5 1,242,814 32.2 1,265,826 29.2
– AI glasses and XR
devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100788,657 27.7 644,924 15.9 903,347 23.9
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,311,940 20.6 6,549,511 16.1 7,438,891 16.6
Automotive and advanced
air mobility /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,651 1.9 12,717 0.6 256,904 8.7
Others
(1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110055,934 2.7 (169,136) (12.4) 122,612 3.3
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,393,525 18.7 6,393,092 14.4 7,818,407 15.2
Note:
(1) Others mainly comprise the revenue from our clean energy business.
While the overall gross margin for the electronic devices segment experienced a decrease from
20.6% in 2023 to 16.1% in 2024, it increased from 16.1% in 2024 to 16.6% in 2025, with certain
sub-product lines demonstrating divergent trends due to changes in our product mix and the specific
development stages of individual business lines. In 2024, despite the overall segment margin
decrease, the gross margins for the sensors and related components and modules, precision
assembly and others, and battery and power supply product lines increased against the broader
trend. Notably, the gross margin for sensors and related components and modules improved from
14.9% in 2023 to 19.3% in 2024, which was primarily attributable to the strong order growth and
increased production volumes in our touch keyboard modules and electronic pens, allowing us to
achieve significant economies of scale and effectively dilute fixed manufacturing costs. Conversely,
during 2025, while the overall segment gross margin improved, the gross margins for thermal
management, sensors and related components and modules and precision assembly and others
product lines experienced slight decreases. Specifically: (i) the gross margin for thermal
management decreased from 13.3% in 2024 to 12.9% in 2025, primarily due to shifts in our product
mix towards certain newly mass-produced high-end mobile cooling and mid-frame projects, which
temporarily experienced lower gross margins during their initial production phases, coupled with
relatively low production yield rates for certain mid-frame products; (ii) the gross margin for
sensors and related components and modules decreased from 19.3% in 2024 to 18.7% in 2025.
While the gross margin of our touch keyboard modules improved, this positive impact was offset
by a decline in the revenue and gross profit contribution from certain higher-margin products in our
FINANCIAL INFORMATION
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overall sales mix; and (iii) the gross margin for precision assembly and others decreased from
32.2% in 2024 to 29.2% in 2025, primarily due to the increased raw material prices for certain
products within this category, which compressed their profitability.
Other Income and Other Gains, Net
Our other income and other gains, net primarily consist of (i) gains or losses on the disposal
of subsidiaries, associates and joint ventures; (ii) dividend income; (iii) gains or losses on financial
instruments at FVTPL, including listed equity securities, derivative financial instruments and bank
wealth management products; (iv) net foreign exchange gains or losses; (v) government grants; (vi)
V AT deductions; (vii) gains or losses on the disposal of property, plant and equipment and other
non-current assets; (viii) bank interest income; and (ix) others. In 2023, 2024 and 2025, we recorded
other income and other gains, net of RMB207.0 million, RMB374.9 million and RMB349.4 million,
respectively.
The following table sets forth a breakdown of our other income and other gains, net for the
years indicated:
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
Loss on disposals of subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100– (8,266) (2,058)
Gain on disposals of associates/joint
ventures /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,299 – (418)
Dividends /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,155 1,517
Gain/(loss) on listed equity securities at
FVTPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,742 (1,619) 20,922
(Loss)/gain on derivative financial
instruments at FVTPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(277,050) (167,756) 162,685
Gain on bank wealth management
products at FVTPL and time deposits /H1100/H110043,301 34,204 69,715
Exchange gain/(loss) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110094,296 204,108 (251,223)
Government grants /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,729 230,783 222,801
Value added tax (“V AT”) deductions /H1100/H1100/H1100/H110040,537 29,185 37,222
Loss on disposals of property,
plant and equipment and other
non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(10,927) (10,006) (5,033)
Bank interest income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110051,938 67,362 79,302
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100180 (5,265) 13,993
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100207,045 374,885 349,425
Selling and Distribution Expenses
Our selling and distribution expenses primarily consist of (i) employee remuneration, which
includes salaries, bonuses, benefits and share-based compensation expenses for our sales personnel;
(ii) business fees, which mainly represent expenses and material consumption incurred in sales and
marketing activities; (iii) travel expenses; and (iv) other expenses, which primarily include service
fees for sales activities, office expenses, depreciation and amortization expenses, and miscellaneous
expenses. In 2023, 2024 and 2025, our selling and distribution expenses were RMB335.0 million,
RMB367.6 million and RMB398.6 million, respectively, representing 1.0%, 0.8% and 0.8% of our
total revenue for the same years.
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The following table sets forth a breakdown of our selling and distribution expenses in absolute
amount and as a percentage of our total selling and distribution expenses for the years indicated:
For the year ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Employee remuneration /H1100/H1100/H1100226,256 67.5 256,216 69.7 305,016 76.5
Business fees /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110066,942 20.0 63,682 17.3 49,010 12.3
Travel expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,887 6.5 20,770 5.7 17,713 4.4
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,885 6.0 26,933 7.3 26,842 6.8
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100334,970 100.0 367,601 100.0 398,581 100.0
Administrative and Other Operating Expenses
Our administrative and other operating expenses primarily consist of (i) employee
remuneration, which includes salaries, bonuses, benefits, and share-based compensation expenses
for our management and administrative personnel; (ii) depreciation and amortization expenses,
mainly for our office equipment, software, and other administrative assets; (iii) taxes and
surcharges; (iv) professional service fees, for consulting, legal and other external professional
services; (v) office expenses; and (vi) other expenses, which primarily include material
consumption, travel expenses, repair fees, and various other administrative costs. In 2023, 2024 and
2025, our administrative and other operating expenses were RMB1,623.5 million, RMB1,652.9
million and RMB2,137.4 million, respectively, representing 4.8%, 3.7% and 4.2% of our revenue
for the same years.
The following table sets forth a breakdown of our administrative and other operating expenses
in absolute amount and as a percentage of our total administrative and other operating expenses for
the years indicated:
For the year ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Employee remuneration /H1100/H1100/H1100830,091 51.1 797,898 48.3 1,155,742 54.1
Depreciation and
amortization expense /H1100/H1100/H1100279,065 17.2 280,259 17.0 334,661 15.7
Taxes and surcharges /H1100/H1100/H1100/H1100203,636 12.5 227,530 13.8 253,086 11.8
Professional service fees /H1100/H1100100,947 6.2 122,565 7.4 175,309 8.2
Office expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100104,568 6.4 99,127 6.0 104,853 4.9
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100105,193 6.6 125,517 7.5 113,779 5.3
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,623,500 100.0 1,652,896 100.0 2,137,430 100.0
Research and Development Expenses
Our research and development expenses primarily consist of (i) employee remuneration for
our R&D personnel, (ii) material consumption in our R&D activities, (iii) depreciation and
amortization expenses for R&D-related equipment and intangible assets, and (iv) other expenses,
which primarily include power and utility fees, office and transportation expenses, and repair and
testing fees. In 2023, 2024 and 2025, our research and development expenses were RMB1,815.7
million, RMB1,990.5 million and RMB2,381.6 million, respectively, representing 5.3%, 4.5% and
4.6% of our revenue for the same years.
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The following table sets forth a breakdown of our research and development expenses in
absolute amount and as a percentage of our total research and development expenses for the years
indicated:
For the year ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Employee remuneration /H1100/H1100/H1100951,338 52.4 1,089,756 54.7 1,345,818 56.5
Material consumption /H1100/H1100/H1100/H1100677,878 37.3 743,541 37.4 896,565 37.6
Depreciation and
amortization expense /H1100/H1100/H1100101,721 5.6 76,119 3.8 62,205 2.6
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110084,727 4.7 81,036 4.1 76,999 3.3
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,815,664 100.0 1,990,452 100.0 2,381,587 100.0
Provision for Impairment Losses on Non-Current Assets
Our provision for impairment losses on non-current assets during the Track Record Period
primarily consisted of provision for impairment losses on goodwill, property, plant and equipment,
and intangible assets. In 2023, 2024 and 2025, our provision for impairment losses on non-current
assets was RMB300.3 million, RMB177.6 million and RMB198.2 million, respectively.
Reversal of/(Provision for) Impairment Losses on Financial Assets
Our reversal of/provision for impairment losses on financial assets during the Track Record
Period comprised reversal of/provision for impairment losses on trade and bills receivables and
other receivables. We recorded a net reversal of impairment losses on financial assets of RMB215.4
million in 2023, a net provision for RMB48.7 million in 2024, and a net reversal of RMB1.1 million
in 2025.
Finance Costs
Finance costs consist of interest expenses on bank borrowings and other borrowings, bonds
payables, loans from a related party and lease liabilities. In 2023, 2024 and 2025, our finance costs
were RMB348.7 million, RMB304.2 million and RMB380.3 million, respectively.
The following table sets forth the principal components of our finance costs in absolute
amount for the years indicated:
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
Interest expense on bank borrowings and
other borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100304,540 264,351 298,745
Interest on lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,549 33,618 45,352
Interest on bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 6,194 36,167
Interest in loans from a related party /H1100/H1100/H11006,618 – –
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100348,707 304,163 380,264
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Share of Results of Associates and Joint Ventures
Our share of results of associates and joint ventures primarily represented our share of profits
or losses from long-term investments in associates and joint ventures. We recorded a share of profits
of RMB95.2 million in 2023 and a share of losses of RMB30.2 million in 2024. The share of losses
in 2024 was primarily attributable to our investments in three investment funds, driven by a decline
in the fair value of the underlying portfolio companies held by these funds. In 2025, we recorded
a share of profits of RMB60.6 million.
Income Tax
In 2023, 2024 and 2025, our income tax was RMB474.1 million, RMB435.6 million and
RMB406.6 million, respectively.
YEAR-TO-YEAR COMPARISON OF RESULTS OF OPERATIONS
Comparison of Y ear Ended December 31, 2025 and Y ear December 31, 2024
Revenue
Revenue by segment. Our revenue increased by 16.2% from RMB44,259.5 million in 2024 to
RMB51,428.9 million in 2025, primarily attributable to the growth in all of our business segments.
 Electronic devices . Revenue from our electronic devices segment increased by 9.8%
from RMB40,779.8 million in 2024 to RMB44,793.2 million in 2025. This significant
growth was mainly attributable to (i) an increase in revenue from our imaging and
displays product line; (ii) an increase in revenue from our battery and power supply
product line; (iii) an increase in revenue from our sensor and related component and
module product line; and (iv) an increase in our thermal management product line,
following the mass production of new products.
 Automotive and advanced air mobility . Revenue from our automotive and advanced air
mobility segment increased by 39.6% from RMB2,116.9 million in 2024 to RMB2,954.4
million in 2025, reflecting our expanding business scale and increased customer orders
and sales volume as we captured rising demand in the automotive industry.
 Others . Our other revenue increased by 170.1% from RMB1,362.9 million in 2024 to
RMB3,681.3 million in 2025. This was primarily due to strong growth in our clean
energy business, driven by a significant increase in orders from a major customer.
Revenue by geographical region. Our revenue growth was also characterized by a significant
expansion in our overseas markets, underscoring the success of our global strategy.
 Chinese Mainland . Revenue from Chinese Mainland remained relatively stable at
RMB27,507.0 million in 2024 and RMB27,528.5 million in 2025, which aligns with
broader industry trends and reflects our strategic pivot toward high-growth international
markets. As our domestic business has matured, it faces increasing market competition.
Our revenue stability in Chinese Mainland is largely consistent with the cooling demand
in the broader market, showing no material discrepancy from industry trends. For
instance, according to Frost & Sullivan, domestic shipments of smartphones, the largest
downstream product in the consumer electronics sector, experienced a slight decrease of
approximately 0.6% in 2025. Furthermore, influenced by the supply chain adjustments
of certain customers, some orders originally scheduled for delivery in Chinese Mainland
were redirected to their overseas affiliated entities. Despite these structural shifts and the
cooling downstream demand, we continuously optimized our domestic business
operations, successfully maintaining our overall revenue in Chinese Mainland at a stable
level while strategically directing more resources to our overseas expansion to capture
international growth.
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 Overseas . Our revenue from overseas markets increased significantly by 42.7% from
RMB16,752.6 million in 2024 to RMB23,900.4 million in 2025. This strong
performance was primarily driven by two key factors: (i) a substantial increase in
demand for our clean energy solutions; and (ii) robust growth in our electronic devices
segment across multiple international markets.
Cost of Sales
Our cost of sales increased by 15.2% from RMB37,866.4 million in 2024 to RMB43,610.5
million in 2025. This increase was primarily attributable to higher direct materials costs, direct
labor costs, and manufacturing overhead, which was consistent with the growth in revenue and sales
volume resulting from our expanded production scale and activities.
Gross Profit and Gross Margin
Our gross profit increased by 22.3% from RMB6,393.1 million in 2024 to RMB7,818.4
million in 2025. Our gross margin increased from 14.4% in 2024 to 15.2% in 2025. This increase
in gross profit and gross margin was primarily attributable to the changes in the following business
segments.
 Electronic Devices . Our gross profit for the electronic devices segment increased from
RMB6,549.5 million in 2024 to RMB7,438.9 million in 2025, and the segment gross
margin improved from 16.1% to 16.6%. The increase in our absolute gross profit was
broadly supported by the revenue scale expansion across multiple product lines, notably
the battery and power supply, imaging and display, and thermal management product
lines. In addition, our sensor and related component and module product line also
contributed to the gross profit growth, as the rapid revenue expansion of our touch
keyboard modules allowed us to effectively dilute fixed production costs, despite a slight
decrease in the overall margin of the sensor product line. The improvement in the overall
segment gross margin was primarily driven by: (i) a significant margin improvement in
the AI glasses and XR device product line, as we optimized our product mix by ceasing
shipments for certain early-stage strategic loss-making projects such as our VR glasses
projects. As these were exploratory initiatives for market expansion, we substantially
ceased their production in June 2024, thereby eliminating their negative impact on our
margins in 2025; and (ii) an increase in the gross margin of the battery and power supply
product line, which was mainly attributable to product mix optimization characterized
by a decreased proportion of low-margin products and an increased proportion of
high-margin products, coupled with the introduction of new projects that carry relatively
higher margins.
 Automotive and Advanced Air Mobility . Our gross profit for the automotive and
advanced air mobility segment increased from RMB12.7 million with a gross margin of
0.6% in 2024 to a gross profit of RMB256.9 million with a gross margin of 8.7% in
2025. The low gross margin in 2024 was primarily attributable to temporary labor
inefficiencies and higher material wastage arising from the relocation and consolidation
of production facilities limited to this segment. The gross margin improvement in 2025
was primarily because we improved our manufacturing efficiency, reduced production
waste, and realized significant economies of scale driven by substantial sales volume
growth, which effectively lowered unit costs. Additionally, we optimized our product
mix with an increased proportion of higher-margin products, such as our newly
mass-produced aluminum cases and covers.
 Others . We achieved a turnaround from a gross loss of RMB169.1 million with a
negative gross margin of 12.4% in 2024 to a gross profit of RMB122.6 million with a
gross margin of 3.3% in 2025. This turnaround was primarily because we significantly
grew revenue in our clean energy business, which allowed us to operate our facilities
more efficiently and reduce the fixed cost allocated to each unit produced, and further
improve production efficiency as the capacity ramp-up phase stabilized.
FINANCIAL INFORMATION
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Other Income and Other Gains, Net
Our other income and other gains, net decreased by 6.8% from RMB374.9 million in 2024 to
RMB349.4 million in 2025. This decrease was primarily driven by a net foreign exchange loss of
RMB251.2 million in 2025, compared to a net foreign exchange gain of RMB204.1 million in 2024,
primarily due to fluctuations in the exchange rate between the U.S. dollar and Renminbi. This
decrease was partially offset by a gain on derivative financial instruments at FVTPL of RMB162.7
million in 2025, compared to a loss of RMB167.8 million for the same period in 2024, resulting
from the disposal and favorable fair value movements of our foreign exchange derivatives.
Selling and Distribution Expenses
Our selling and distribution expenses increased by 8.4% from RMB367.6 million in 2024 to
RMB398.6 million in 2025. This increase was primarily attributable to an increase in employee
remuneration from RMB256.2 million to RMB305.0 million, which was mainly due to (i) an
increase in the number of our sales personnel to support our business expansion, and (ii) an increase
in equity-settled share-based payment expenses.
Administrative and Other Operating Expenses
Our administrative and other operating expenses increased by 29.3% from RMB1,652.9
million in 2024 to RMB2,137.4 million in 2025, primarily due to an increase in employee
remuneration from RMB797.9 million to RMB1,155.7 million. This was mainly driven by our
headcount growth in our administrative personnel and an increase in equity-settled share-based
payment expenses.
Research and Development Expenses
Our research and development expenses increased by 19.7% from RMB1,990.5 million in
2024 to RMB2,381.6 million in 2025. This increase was mainly due to: (i) an increase in employee
remuneration from RMB1,089.8 million to RMB1,345.8 million, primarily reflecting the hiring of
new R&D personnel and an increase in equity-settled share-based payment expenses, and (ii) an
increase in material consumption from RMB743.5 million to RMB896.6 million in line with
expanded R&D activities and business scale.
Provision for Impairment Losses on Non-current Assets
Our provision for impairment losses on non-current assets increased from RMB177.6 million
in 2024 to RMB198.2 million in 2025, primarily due to the impairment provisions made for certain
idle equipment and machinery with outdated production capacity in 2025 as part of our ongoing
asset optimization.
Reversal of/(Provision for) Impairment Losses on Financial Assets
In 2024, we recorded a net provision for impairment losses of RMB48.7 million, as compared
to a net reversal of impairment losses of RMB1.1 million in 2025. This change from a net provision
to a net reversal was primarily due to a decrease in provision for impairment losses on trade and
bills receivable and the reversal of impairment for other receivables in 2025.
Finance Costs
Our finance costs increased by 25.0% from RMB304.2 million in 2024 to RMB380.3 million
in 2025. The increase was primarily due to (i) an increase in interest expenses on bonds payables
in line with our expanded financing scale, (ii) an increase in interest on lease liabilities as a result
of our business expansion with more leased properties, and (iii) an increase in interest expense on
bank borrowings and other borrowings, primarily attributable to higher interest expenses on
discounted notes.
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Share of Results of Associates and Joint V entures
Our share of results of associates and joint ventures increased significantly from a share of
losses of RMB30.2 million in 2024 to a share of profits of RMB60.6 million in 2025. This increase
was primarily attributable to the improved financial performance of some of our associates.
Income Tax
Our income tax expense decreased from RMB435.6 million in 2024 to RMB406.6 million in
2025. Despite the growth in our profit before taxation, the decrease in income tax expense was
primarily attributable to the increased utilization of tax losses for which deferred tax assets had not
been recognized in prior years and an increase in the additional tax deduction for research and
development expenses.
Profit for the Y ear and Net Profit Margin
As a result of the foregoing, our profit for the year increased by 32.2% from RMB1,760.7
million in 2024 to RMB2,326.8 million in 2025. Our net profit margin increased from 4.0% in 2024
to 4.5% in 2025.
Comparison of Y ear Ended December 31, 2024 and Y ear Ended December 31, 2023
Revenue
Revenue by segment. Our revenue increased by 29.6% from RMB34,154.0 million in 2023 to
RMB44,259.5 million in 2024. This increase was primarily driven by strong growth in our
electronic devices segment.
 Electronic devices . Revenue from our electronic devices segment increased by 32.8%
from RMB30,713.2 million in 2023 to RMB40,779.8 million in 2024. This increase was
primarily attributable to the growth in sales orders for our new products, including the
imaging and displays product line and sensor and related component and module product
line. The growth in sales orders was primarily driven by our successful technological
development in these product lines, as well as the recovery of downstream smart
electronics markets in 2024. According to Frost & Sullivan, global smart electronics
shipments rebounded from 1,949.1 million units in 2023 to 2,081.5 million units in 2024,
with global smartphone shipments recovering from 1,164.1 million units to 1,238.8
million units during the same period.
 Automotive and advanced air mobility . Revenue from our automotive and advanced air
mobility segment increased by 52.9% from RMB1,384.5 million in 2023 to RMB2,116.9
million in 2024. This increase was primarily driven by our growing sales volume and
market share in the global NEV market.
 Others . Our other revenue decreased by 33.7% from RMB2,056.3 million in 2023 to
RMB1,362.9 million in 2024. This was primarily due to a decline in our clean energy
business, which experienced a phased reduction in customer orders.
Revenue by geographical region. The overall revenue growth was reflected in both our
Chinese Mainland and overseas markets, with particularly strong expansion internationally.
 Chinese Mainland . Revenue from Chinese Mainland increased by 14.3% from
RMB24,055.8 million in 2023 to RMB27,507.0 million in 2024. The growth was
primarily driven by the recovering demand for high-end smartphones and significant
growth in emerging businesses such as the automotive product line.
FINANCIAL INFORMATION
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 Overseas . Revenue from overseas markets increased substantially by 65.9% from
RMB10,098.2 million in 2023 to RMB16,752.6 million in 2024. This strong growth was
mainly driven by increased order volumes from key overseas customers and enhanced
production capacity at our overseas manufacturing plants, which supported larger
shipments of smartphones and other products.
Cost of Sales
Our cost of sales increased by 36.4% from RMB27,760.5 million in 2023 to RMB37,866.4
million in 2024. The increase in our cost of sales was mainly due to higher direct materials costs,
direct labor costs, and manufacturing overhead, which were consistent with the growth in revenue
and sales volume resulting from our expanded production scale and activities.
Gross Profit and Gross Margin
Our gross profit remained relatively stable at RMB6,393.5 million in 2023 to RMB6,393.1
million in 2024. Our gross margin decreased from 18.7% in 2023 to 14.4% in 2024. The decrease
was primarily attributable to changes in the following business segments.
 Electronic Devices . Our gross profit for the electronic devices segment increased from
RMB6,311.9 million in 2023 to RMB6,549.5 million in 2024, while the segment gross
margin decreased from 20.6% in 2023 to 16.1% in 2024. The decrease in gross margin
was primarily because: (i) we employed a competitive pricing strategy for the
fast-growing imaging and display product line to capture market share, (ii) this product
line carries a structurally lower gross margin compared to our mature businesses, as it
is still in the capacity ramp-up phase and has a relatively high proportion of core
material costs, and (iii) we incurred higher unit costs for our AI glasses and XR wearable
devices business as it was in the early stages of market penetration, with certain projects
operating at a loss during their initial phases. Specifically, our strategic VR glasses
projects were exploratory initiatives aimed at market expansion rather than immediate
profitability. These projects recorded a negative gross margin, and we substantially
ceased their production by June 2024.
 Automotive and Advanced Air Mobility . Our gross profit in this segment decreased from
RMB25.7 million in 2023 to RMB12.7 million in 2024, and the segment gross margin
decreased from 1.9% to 0.6%. This decrease was primarily because we were in the
process of relocating and consolidating our manufacturing resources dedicated to this
segment, which caused a temporary disruption in our production efficiency.
 Others . We recorded a turnaround from a gross profit of RMB55.9 million with a gross
margin of 2.7% in 2023 to a gross loss of RMB169.1 million with a negative gross
margin of 12.4% in 2024. This gross loss in 2024 was primarily because we incurred
significant upfront fixed costs and labor costs during the initial establishment of our
overseas factories for the clean energy business.
Other Income and Other Gains, Net
Our other income and other gains, net increased by 81.1% from RMB207.0 million in 2023
to RMB374.9 million in 2024. This was primarily driven by (i) an increase in net exchange gains
from RMB94.3 million in 2023 to RMB204.1 million in 2024, principally due to favorable
exchange rate fluctuations, (ii) a decrease in loss on derivative financial instruments at FVTPL from
RMB277.1 million in 2023 to RMB167.8 million in 2024, resulting from less unfavorable
movements in the fair value of our foreign exchange derivative contracts, and (iii) an increase in
bank interest income from RMB51.9 million in 2023 to RMB67.4 million in 2024.
FINANCIAL INFORMATION
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Selling and Distribution Expenses
Our selling and distribution expenses increased by 9.7% from RMB335.0 million in 2023 to
RMB367.6 million in 2024, mainly due to an increase in employee remuneration for our sales staff
from RMB226.3 million in 2023 to RMB256.2 million in 2024, reflecting the expansion of our sales
team to support business growth.
Administrative and Other Operating Expenses
Our administrative and other operating expenses remained relatively stable at RMB1,623.5
million in 2023 to RMB1,652.9 million in 2024.
Research and Development Expenses
Our research and development expenses increased by 9.6% from RMB1,815.7 million in 2023
to RMB1,990.5 million in 2024. The increase was primarily driven by (i) an increase in employee
remuneration for R&D personnel from RMB951.3 million to RMB1,089.8 million, reflecting our
strategic expansion of the R&D team to support the development of new products, and (ii) an
increase in material consumption for R&D activities from RMB677.9 million to RMB743.5 million,
reflecting higher material requirements for new project development.
Provision for Impairment Losses on Non-Current Assets
Our provision for impairment losses on non-current assets decreased by 40.9% from
RMB300.3 million in 2023 to RMB177.6 million in 2024. This was primarily due to a decrease in
provision for impairment losses on property, plant and equipment from RMB234.4 million in 2023
to RMB45.5 million in 2024, which was partially offset by an increase in provision for impairment
losses on goodwill from RMB65.6 million to RMB128.7 million.
Reversal of/(Provision for) Impairment Losses on Financial Assets
We recorded a net provision of impairment losses on financial assets of RMB48.7 million in
2024, compared to a net reversal of RMB215.4 million in 2023. This change was primarily driven
by a provision of impairment losses related to trade and bills receivables amounting to RMB147.3
million in 2024, compared to a reversal of RMB11.7 million in 2023.
Finance Costs
Our finance costs decreased by 12.8% from RMB348.7 million in 2023 to RMB304.2 million
in 2024. The decrease was primarily driven by a decrease in interest expenses on bank borrowings
and other borrowings which was mainly attributable to a lower average borrowing interest rate
achieved in 2024.
Share of Results of Associates and Joint V entures
We recorded a share of losses of associates and joint ventures of RMB30.2 million in 2024,
compared to a share of profits of RMB95.2 million in 2023. This negative swing was primarily
driven by the decreased profitability of several associates and the disposal of an associate and a
joint venture in 2023.
Income Tax
Income tax expense decreased by 8.1% from RMB474.1 million in 2023 to RMB435.6 million
in 2024. This decrease was primarily due to the decrease in our profit before taxation.
FINANCIAL INFORMATION
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Profit for the Y ear and Net Profit Margin
As a result of the foregoing, our profit for the year decreased by 12.6% from RMB2,013.9
million in 2023 to RMB1,760.7 million in 2024. Our net profit margin decreased from 5.9% in 2023
to 4.0% in 2024.
SELECTED ITEMS IN THE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of December 31,
2023 2024 2025
(RMB in thousands)
Non-current assets
Investment properties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110047,690 278,089 275,232
Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,624,409 15,199,562 20,337,446
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100260,672 163,171 144,781
Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,302,622 1,173,941 2,703,669
Interests in associates and joint ventures /H1100 525,188 569,275 796,951
Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100525,510 331,397 334,150
Other non-current financial assets /H1100/H1100/H1100/H1100/H1100/H1100301,402 277,828 103,452
Deferred tax assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100630,109 676,936 732,460
Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100824,556 977,456 1,190,064
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,042,158 19,647,655 26,618,205
Current assets
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,736,087 5,859,234 7,189,891
Contract assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– 8 0
Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,231,407 12,824,939 15,829,762
Other current financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100313,288 255,477 1,932,780
Tax recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,840 32,772 66,379
Restricted bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100120,257 534,429 735,617
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,901,134 6,038,980 5,447,511
Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 80,225
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,325,013 25,545,831 31,282,245
Current liabilities
Short-term borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,442,164 3,195,034 9,042,555
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,600,285 11,938,675 16,366,558
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,478 26,435 92,664
Lease liabilities – current portion /H1100/H1100/H1100/H1100/H1100/H1100217,760 293,626 385,133
Current taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100169,029 213,732 373,597
Bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 499 –
Other current financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100– 130,183 224,006
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,446,716 15,798,184 26,484,513
Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,878,297 9,747,647 4,797,732
Total assets less current liabilities /H1100/H1100/H1100/H1100/H110023,920,455 29,395,302 31,415,937
Non-current liabilities
Interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,986,350 5,826,760 4,299,483
Other non-current payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100776,527 753,237 755,926
Bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,076,017 –
Lease liabilities –
non-current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
487,466 503,406 1,116,942
Other non-current financial liabilities /H1100/H1100/H1100– – 544,762
Deferred tax liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100389,419 386,901 340,876
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,639,762 9,546,321 7,057,989
Net assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,280,693 19,848,981 24,357,948
FINANCIAL INFORMATION
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Property, Plant and Equipment
Our property, plant and equipment mainly consisted of buildings, machinery, motor vehicles,
furniture, fixtures and equipment, leasehold improvements, right-of-use assets, and construction in
progress.
The following table sets forth a breakdown of our property, plant and equipment as of the
dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Buildings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,921,041 3,093,625 4,408,795
Machinery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,177,043 7,587,672 9,528,902
Motor vehicles /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,597 21,605 41,367
Furniture, fixtures and equipment /H1100/H1100/H1100/H1100/H1100/H1100305,007 352,831 465,759
Freehold lands /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 21,423
Construction in progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,050,673 2,078,084 2,859,780
Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100663,918 520,997 529,039
Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,484,130 1,544,748 2,482,381
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,624,409 15,199,562 20,337,446
The carrying amount of our property, plant and equipment increased continuously from
RMB13,624.4 million as of December 31, 2023 to RMB15,199.6 million as of December 31, 2024,
and further to RMB20,337.4 million as of December 31, 2025. This trend of continuous growth was
primarily attributable to (i) additions of long-term assets resulting from our business acquisitions
in 2025, (ii) our ongoing strategic investments in constructing new manufacturing plants and
acquiring production equipment to support our business expansion, and (iii) additions from newly
leased manufacturing plants.
Intangible Assets
Our intangible assets consist primarily of patents, software, customer relationships, and core
technologies which are either internally developed or acquired in business combinations. Our
intangible assets were RMB260.7 million, RMB163.2 million and RMB144.8 million as of
December 31, 2023, 2024 and 2025, respectively. This trend primarily reflects the ongoing
amortization of intangible assets with finite useful lives, while new additions have been less
significant.
Goodwill
During the Track Record Period, we recorded goodwill of RMB1,302.6 million, RMB1,173.9
million and RMB2,703.7 million as of December 31, 2023, 2024 and 2025, respectively. Our
goodwill primarily arose from our strategic acquisitions and was allocated to the cash-generating
units (“CGUs”) of our business of Zhejiang Xianglong, mobile charger business, precision
structural parts business, and the business of other acquired entities. The decrease in the carrying
amount of our goodwill from RMB1,302.6 million as of December 31, 2023 to RMB1,173.9 million
as of December 31, 2024 was primarily attributable to impairment losses recognized for the (i)
mobile charger business and (ii) precision structural parts business, which were driven by updated
market forecasts. Our goodwill significantly increased from RMB1,173.9 million as of December
31, 2024 to RMB2,703.7 million as of December 31, 2025, primarily attributable to the recognition
of goodwill totaling approximately RMB1,572.3 million arising from our acquisitions completed
during 2025.
FINANCIAL INFORMATION
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Impairment Testing on Goodwill
At each reporting date during the Track Record Period, we perform impairment testing on
goodwill. The recoverable amounts of the respective CGUs are determined based on value-in-use
(“VIU”) calculations. These calculations use cash flow projections based on financial budgets
approved by our management covering a five-year period. Cash flows beyond the five-year period
are extrapolated using an estimated long-term terminal growth rate of 0%. The pre-tax discount
rates used reflect specific risks relating to the relevant CGUs and the countries in which they
operate.
During the Track Record Period, we recognized certain impairment losses primarily driven by
updated market forecasts and situations where the performance of certain business lines fell short
of our initial expectations:
Precision structural parts business . As of December 31, 2024 and 2025, the recoverable
amount of this CGU was assessed to be RMB1,850.0 million and RMB1,686.7 million, respectively,
which was lower than its carrying amount. As a result, impairment losses of RMB38.9 million and
RMB42.5 million on goodwill were recognized in 2024 and 2025, respectively. As of December 31,
2023, the recoverable amount of this CGU was estimated to exceed its carrying amount by
approximately RMB124.2 million.
Mobile charger business . As of December 31, 2023 and 2025, the recoverable amount of this
CGU was estimated to exceed its carrying amount by approximately RMB1,465.1 million and
RMB163.6 million, respectively. As of December 31, 2024, the recoverable amount of this CGU
was assessed to be RMB2,990.0 million, leading to an impairment loss on goodwill of RMB89.8
million.
Base station components business . As of December 31, 2023, the recoverable amount of this
CGU was assessed to be RMB19.5 million, which was lower than its carrying amount as the
business performance fell short of expectations. Accordingly, a full impairment loss of RMB65.6
million on goodwill was recognized, and the carrying amount of the goodwill was impaired to nil.
Other CGUs . At the end of each reporting period during the Track Record Period, the
recoverable amounts of the screen protector business and communication device parts business were
higher than their respective carrying amounts. Therefore, no impairment of goodwill was required
for these CGUs.
Based on the impairment assessments performed on the impaired CGUs, except for the
impairment losses recognized on goodwill, no further material impairment losses were recognized
on other non-current assets allocated to the relevant CGUs during the Track Record Period.
For the purpose of impairment testing, the carrying amount of goodwill is allocated to our
CGUs according to the nature of our businesses. The following table sets forth details of the
carrying amount of goodwill allocated to our respective CGUs as of the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Business of Zhejiang Xianglong /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1,364,993
Mobile charger business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100695,375 605,547 605,547
Precision structural parts business /H1100/H1100/H1100/H1100/H1100/H1100517,795 478,942 436,409
Business of Jieying Technology /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 165,231
Screen protector business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110054,074 54,074 54,074
Communication devices parts business /H1100/H1100/H110033,978 33,978 33,978
Business of Jiangsu Kooda /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 42,037
Automotive products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,336 1,336 1,336
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064 64 64
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,302,622 1,173,941 2,703,669
FINANCIAL INFORMATION
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The key assumptions used in estimating the recoverable amount for the CGUs containing
significant goodwill are as follows:
2023 2024 2025
Annual sales growth rate
Mobile charger business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005%~19% 5%~14% 6%~13%
Precision structural parts business /H1100/H1100/H1100/H1100/H1100/H11002%~20% 5%~21% 2%~32%
Screen protector business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100-7%~1% 1%~2% -20%~5%
Communication devices parts business /H1100/H1100/H11005%~8% 1%~3% -9%~1%
Base station components business /H1100/H1100/H1100/H1100/H1100/H1100-19%~95% – –
Business of Jieying Technology /H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 1%~20%
Business of Jiangsu Kooda /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 5%~7%
Business of Zhejiang Xianglong /H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 5%~20%
Long-term average growth rate
Precision structural parts business /H1100/H1100/H1100/H1100/H1100/H11000% 0% 0%
Communication devices parts business /H1100/H1100/H11000% 0% 0%
Screen protector business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000% 0% 0%
Mobile charger business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000% 0% 0%
Base station components business /H1100/H1100/H1100/H1100/H1100/H11000 %––
Business of Jieying Technology /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 0%
Business of Jiangsu Kooda /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 0%
Business of Zhejiang Xianglong /H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 0%
Gross margins
Mobile charger business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010%~12% 8%~11% 7%~10%
Precision structural parts business /H1100/H1100/H1100/H1100/H1100/H110010%~15% 10%~15% 0%~15%
Screen protector business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015% 13%~14% 12%~13%
Communication devices parts business /H1100/H1100/H110054%~55% 62% 57%~58%
Base station components business /H1100/H1100/H1100/H1100/H1100/H11000%~16% – –
Business of Jieying Technology /H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 27%
Business of Jiangsu Kooda /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 14%~15%
Business of Zhejiang Xianglong /H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 17%
Pre-tax discount rate
Mobile charger business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015% 12% 13%
Precision structural parts business /H1100/H1100/H1100/H1100/H1100/H110016% 14% 15%
Screen protector business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015% 14% 14%
Communication devices parts business /H1100/H1100/H110014% 12% 14%
Base station components business /H1100/H1100/H1100/H1100/H1100/H11001 5 %––
Business of Jieying Technology /H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 17%
Business of Jiangsu Kooda /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 11%
Business of Zhejiang Xianglong /H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 12%
For the CGUs that were impaired during the respective years, we have conducted sensitivity
analyses to assess the impact of changes in key assumptions on their recoverable amounts:
Precision structural parts business . In 2024, a 0.5% decrease in the annual sales growth rate
or a 0.5% increase in the pre-tax discount rate would decrease the recoverable amount by RMB59.0
million and RMB91.0 million, respectively. In 2025, a 0.5% decrease in the annual sales growth rate
or a 0.5% increase in the pre-tax discount rate would decrease the recoverable amount by RMB58.6
million and RMB108.1 million, respectively.
Mobile charger business . In 2024, a 0.5% decrease in the annual sales growth rate or a 0.5%
increase in the pre-tax discount rate would decrease the recoverable amount by RMB112.0 million
and RMB188.0 million, respectively.
Base station components business . In 2023, a 0.5% decrease in the annual sales growth rate
or a 0.5% increase in the pre-tax discount rate would decrease the recoverable amount by RMB1.6
million and RMB3.0 million, respectively.
FINANCIAL INFORMATION
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Our management has undertaken a sensitivity analysis on the impairment test of goodwill for
the CGUs containing significant remaining goodwill and not being impaired. The following table
sets out the headroom (calculated as the recoverable amount deducting the carrying amount) and the
exact percentage changes to the annual sales growth rate and the pre-tax discount rate that would,
in isolation, cause the recoverable amount of the respective CGUs to equal its carrying amount with
all other variables held constant:
As of December 31,
2023 2024 2025
Mobile charger business
Headroom (RMB in millions) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,465.1 N/A 163.6
Annual sales growth rate decrease /H1100/H1100/H1100/H1100/H1100/H11006.80% N/A 0.62%
Pre-tax discount rate increase /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003.97% N/A 0.42%
Precision structural parts business
Headroom (RMB in millions) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100124.2 N/A N/A
Annual sales growth rate decrease /H1100/H1100/H1100/H1100/H1100/H11001.17% N/A N/A
Pre-tax discount rate increase /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.76% N/A N/A
Screen protector business
Headroom (RMB in millions) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110042.9 58.2 12.2
Annual sales growth rate decrease /H1100/H1100/H1100/H1100/H1100/H110014.66% 13.95% 3.54%
Pre-tax discount rate increase /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010.60% 21.00% 2.72%
Communication devices parts business
Headroom (RMB in millions) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008.4 57.3 27.6
Annual sales growth rate decrease /H1100/H1100/H1100/H1100/H1100/H11001.03% 6.88% 4.85%
Pre-tax discount rate increase /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.32% 6.40% 3.11%
Business of Jieying Technology
Headroom (RMB in millions) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 22.5
Annual sales growth rate decrease /H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 0.26%
Pre-tax discount rate increase /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 0.88%
Business of Zhejiang Xianglong
Headroom (RMB in millions) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 176.2
Annual sales growth rate decrease /H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 1.13%
Pre-tax discount rate increase /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 0.81%
Net Current Assets
The following table sets forth the breakdown of our current assets and current liabilities as of
the dates indicated:
As of December 31,
As of
April 30,
2023 2024 2025 2026
(RMB in thousands)
(Unaudited)
Current assets
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,736,087 5,859,234 7,189,891 7,284,839
Contract assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 80 1,820
Trade and other receivables /H1100/H1100/H110010,231,407 12,824,939 15,829,762 13,664,731
Other current financial assets /H1100 313,288 255,477 1,932,780 1,713,675
Tax recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,840 32,772 66,379 49,066
Restricted bank deposits /H1100/H1100/H1100/H1100/H1100120,257 534,429 735,617 1,058,510
Cash and cash equivalents /H1100/H1100/H11002,901,134 6,038,980 5,447,511 3,991,502
Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 80,225 45,208
Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,325,013 25,545,831 31,282,245 27,809,351
FINANCIAL INFORMATION
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As of December 31,
As of
April 30,
2023 2024 2025 2026
(RMB in thousands)
(Unaudited)
Current liabilities
Short-term borrowings /H1100/H1100/H1100/H1100/H1100/H11003,442,164 3,195,034 9,042,555 8,784,435
Trade and other payables /H1100/H1100/H1100/H11009,600,285 11,938,675 16,366,558 13,257,525
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,478 26,435 92,664 51,075
Lease liabilities – current
portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100217,760 293,626 385,133 453,591
Current taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100169,029 213,732 373,597 347,114
Bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4 9 9––
Other current financial
liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 130,183 224,006 233,645
Total current liabilities /H1100/H1100/H1100/H1100/H110013,446,716 15,798,184 26,484,513 23,127,385
Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,878,297 9,747,647 4,797,732 4,681,966
Our net current assets decreased from RMB4,797.7 million as of December 31, 2025 to
RMB4,682.0 million as of April 30, 2026, primarily because the decrease in our total current assets
outpaced the decrease in our total current liabilities. The decrease in total current assets from
RMB31,282.2 million to RMB27,809.4 million was mainly attributable to (i) a decrease in trade and
other receivables from RMB15,829.8 million to RMB13,664.7 million; (ii) a decrease in cash and
cash equivalents from RMB5,447.5 million to RMB3,991.5 million; and (iii) a decrease in other
current financial assets from RMB1,932.8 million to RMB1,713.7 million. The decrease in total
current liabilities from RMB26,484.5 million to RMB23,127.4 million was primarily due to a
decrease in trade and other payables from RMB16,366.6 million to RMB13,257.5 million.
Our net current assets decreased from RMB9,747.6 million as of December 31, 2024 to
RMB4,797.7 million as of December 31, 2025, primarily because the increase in our total current
liabilities outpaced the growth in our total current assets. The increase in total current liabilities
from RMB15,798.2 million to RMB26,484.5 million was mainly driven by (i) an increase in
short-term borrowings from RMB3,195.0 million to RMB9,042.6 million; and (ii) an increase in
trade and other payables from RMB11,938.7 million to RMB16,366.6 million, in line with our
expanded procurement activities. The increase in total current assets from RMB25,545.8 million to
RMB31,282.2 million was mainly attributable to (i) an increase in other current financial assets
from RMB255.5 million to RMB1,932.8 million as we invested in new short-term wealth
management products; (ii) an increase in inventories from RMB5,859.2 million to RMB7,189.9
million to support growing sales orders; and (iii) an increase in trade and other receivables from
RMB12,824.9 million to RMB15,829.8 million, consistent with revenue growth. This overall
increase was partially offset by a decrease in our cash and cash equivalents from RMB6,039.0
million to RMB5,447.5 million.
Our net current assets increased from RMB5,878.3 million as of December 31, 2023 to
RMB9,747.6 million as of December 31, 2024. This was primarily driven by an increase in our total
current assets that outpaced the increase in our total current liabilities. The increase in total current
assets from RMB19,325.0 million to RMB25,545.8 million was mainly due to (i) an increase in our
cash and cash equivalents from RMB2,901.1 million to RMB6,039.0 million, largely attributable to
the net proceeds received from our issuance of convertible bonds in November 2024; and (ii) an
increase in our trade and other receivables from RMB10,231.4 million to RMB12,824.9 million,
which was in line with the growth in our revenue. The increase in total current liabilities from
RMB13,446.7 million to RMB15,798.2 million was mainly due to an increase in our trade and other
payables from RMB9,600.3 million to RMB11,938.7 million.
FINANCIAL INFORMATION
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Inventories
Our inventories primarily consist of raw materials, work-in-progress, finished goods, goods in
transit, consigned processing material and consumables. Consigned processing materials represent
the raw materials that we have provided to third-party subcontractors for processing into
semi-finished goods. We engage these subcontractors primarily to (i) access specific manufacturing
processes or technologies that are currently not available in-house, and (ii) supplement our
production capacity during peak periods to meet high delivery demands. We retain ownership of
these materials during the processing period and pay processing fees upon completion. Our
inventory management strategy involves procurement based on production plans and safety stock
levels, controls on work-in-progress levels, and regular monitoring of inventory turnover and
obsolete materials. The following table sets forth the principal components of our inventories as of
the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,466,010 1,272,861 1,370,161
Work-in-progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100834,521 1,028,381 1,221,395
Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,263,141 3,133,891 4,313,484
Goods in transit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,394 315,496 175,520
Consigned processing materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110076,206 90,942 92,727
Consumables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,815 17,663 16,604
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,736,087 5,859,234 7,189,891
Our inventories increased from RMB5,736.1 million as of December 31, 2023 to RMB5,859.2
million as of December 31, 2024. This was mainly due to increases in our work-in-progress and
goods in transit, which were partially offset by a decrease in raw materials and finished goods. The
increase in work-in-progress reflected a higher level of production activity at year-end to meet
customer delivery schedules amid strong revenue growth. Our inventories increased from
RMB5,859.2 million as of December 31, 2024 to RMB7,189.9 million as of December 31, 2025.
This was mainly attributable to (i) the consolidation of newly acquired subsidiaries in 2025 and (ii)
the growth in finished goods, which was primarily driven by our proactive stock build-up to meet
expected sales growth.
The following table sets forth an aging analysis of our inventories as of the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Within one year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,056,157 6,280,487 7,505,230
One to two years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110092,583 158,537 182,178
Over two years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,555 34,753 52,499
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,174,295 6,473,777 7,739,907
Less: inventory provision /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(438,208) (614,543) (550,016)
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,736,087 5,859,234 7,189,891
FINANCIAL INFORMATION
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The following table sets forth our inventory turnover days for the years indicated:
For the year ended December 31,
2023 2024 2025
Inventory turnover days (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110071 56 55
Note:
(1) The inventory turnover days are derived by dividing the average of the beginning and ending inventories by
cost of sales for the relevant year and multiplied by the number of days in the respective year.
Our inventory turnover days improved significantly, decreasing from 71 days in 2023 to 56
days in 2024, which was primarily due to stronger sales velocity driven by the growth in our
revenue. Our inventory turnover days remained relatively stable at 55 days in 2025.
As of April 30, 2026, approximately RMB6,810.2 million, or 94.7% of our inventories as of
December 31, 2025, had been subsequently sold or utilized.
Other Financial Assets
Our other financial assets consist of both non-current and current portions. The non-current
portion primarily comprises equity investments, including (i) our investment in a listed company,
measured at fair value through profit or loss (“FVTPL”), and (ii) our investments in certain unlisted
companies held for long-term strategic purposes, measured at fair value through other
comprehensive income (“FVTOCI”). The current portion consists of (i) listed equity securities held
for trading, classified as FVTPL; (ii) notes receivables, which are primarily bank acceptance bills
that we may hold to collect cash flows or sell before maturity, classified as FVTOCI; (iii) derivative
financial instruments, such as forward foreign exchange contracts, measured at FVTPL; and (iv)
short-term bank wealth management products, also measured at FVTPL.
The following table sets forth a breakdown of our other financial assets as of the dates
indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Non-Current Financial Assets
Financial assets at FVTPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100227,568 204,026 18,127
Financial assets at FVTOCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110073,834 73,802 85,325
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100301,402 277,828 103,452
Current Financial Assets
Bank wealth management products
(FVTPL) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026,606 – 1,495,521
Listed equity securities (FVTPL) /H1100/H1100/H1100/H1100/H1100/H1100/H110011,000 6,960 19,929
Derivative financial instruments
(FVTPL) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110036,691 – 836
Contingent consideration (FVTPL) /H1100/H1100/H1100/H1100/H1100– – 13,116
Notes receivables (FVTOCI) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100238,991 248,517 403,378
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100313,288 255,477 1,932,780
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100614,690 533,305 2,036,232
FINANCIAL INFORMATION
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Our total other financial assets decreased from RMB614.7 million as of December 31, 2023
to RMB533.3 million as of December 31, 2024. This was mainly attributable to a decrease in both
our current and non-current portions. Current financial assets decreased from RMB313.3 million to
RMB255.5 million, primarily because our holdings of bank wealth management products were fully
redeemed, which decreased from RMB26.6 million as of December 31, 2023 to nil as of December
31, 2024. Furthermore, our derivative financial instruments, which were an asset of RMB36.7
million as of December 31, 2023, became a liability of RMB130.2 million as of December 31, 2024,
due to unfavorable fair value movements. Non-current financial assets decreased from RMB301.4
million to RMB277.8 million, primarily due to a decrease in the value of our financial assets at
FVTPL from RMB227.6 million to RMB204.0 million. This was mainly the result of the partial sale
of our strategic investment in a listed company during the year, combined with fair value changes
on the remaining holding.
Our total other financial assets increased from RMB533.3 million as of December 31, 2024
to RMB2,036.2 million as of December 31, 2025. This increase was primarily driven by an increase
in our current financial assets. The increase in current financial assets from RMB255.5 million to
RMB1,932.8 million was mainly due to an increase in our holdings of bank wealth management
products from nil as of December 31, 2024 to RMB1,495.5 million as of December 31, 2025. This
overall increase was partially offset by a significant decrease in our non-current financial assets
from RMB277.8 million as of December 31, 2024 to RMB103.5 million as of December 31, 2025,
which was primarily attributable to the full disposal of our equity interest in a public company
following a change in our holding intention.
Wealth Management Products
During the Track Record Period, we utilized idle funds to purchase wealth management
products to improve the efficiency of our capital usage and generate additional returns without
affecting our daily operations. Our portfolio of wealth management products primarily consists of:
(i) structured deposits and large-denomination certificates of deposit, which are principal-protected
or principal-guaranteed products with fixed or determinable returns, typically issued by large-scale
state-owned or joint-stock commercial banks in the Chinese Mainland, (ii) bank wealth management
products, which are primarily low-risk or floating-return investment products investing in money
market instruments and bonds, issued by certified financial institutions and reputable commercial
banks in the PRC, and (iii) overseas time deposits, which represent fixed-term deposits placed with
top-tier international banking institutions for our overseas entities. All of the above products are
assessed by us to be of extremely low to medium-low risk, and the majority of them have a
short-term maturity or feature flexible redemption mechanisms to ensure high liquidity and capital
safety.
We have adopted a prudent and robust capital management policy designated to protect our
capital and liquidity while maximizing returns on idle funds. Our investment strategy strictly
adheres to the following principles:
 Legitimate Counterparties . We only transact with qualified financial institutions holding
valid operating licenses and strictly prohibit dealings with non-licensed institutions.
 Principal Safety & Risk Control . We strictly limit our investments to extremely low-risk,
low-risk, and low-to-medium risk products, such as fixed-income products and currency
funds.
 Operational Priority . Funds used for wealth management must be strictly limited to idle
self-owned funds. We ensure that such investments do not interfere with our daily
production, operations, or strategic investment needs.
 Liquidity Management . We prioritize liquidity by focusing on short-term products
(generally with a term of less than one year) and strictly prohibiting long-term
investments or projects that are difficult to liquidate in a timely manner.
FINANCIAL INFORMATION
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We have established and strictly enforced comprehensive internal control measures, including
our Securities Investment Management Policy , Cash Management Policy and Internal Audit Policy ,
to govern our investment activities. Key aspects of our internal control mechanism include:
 Tiered Approval Authority . We implement a strict tiered approval system based on the
investment amount as a percentage of our latest audited net assets. Investment plans are
subject to review and approval by the General Manager, the Board, or the Shareholders’
General Meeting, respectively, according to their authorization limits.
 Segregation of Duties . We strictly enforce the separation of incompatible duties.
Responsibilities for investment application, approval, execution, and accounting
recording are assigned to different personnel to ensure effective checks and balances.
 Ledger Management & Archiving . Our treasury department maintains a comprehensive
standing ledger to record details of each product and dynamically tracks redemption and
returns. All legal documents, such as agreements and prospectuses, are centrally
archived for traceability.
 Monitoring and Supervision . Our Board authorizes the management to designate
personnel to track the progress and safety of investments. The internal audit department
regularly reviews the actual operation, fund usage, and returns of our wealth
management activities. Additionally, our independent non-executive Directors and the
Audit Committee have the right to supervise and inspect funds usage and may engage
professional institutions for audit if necessary.
Our management team possesses extensive experience and professional expertise in capital
management. The team comprises professionals with diverse backgrounds in investment
institutions, investment banking, finance, and law. Leveraging their deep understanding of credit
risks and market fluctuations, they have established a full-process risk control system covering
“pre-investment assessment, in-investment monitoring, and post-investment review” to ensure the
safety and compliance of our investment activities.
Our Board is actively involved in the supervision and decision-making process regarding our
wealth management activities. We have established clear thresholds for Board approval. For
instance, any entrusted wealth management investment exceeding 10% of our latest audited net
assets with an absolute amount exceeding RMB10 million requires prior deliberation and approval
by the Board. Investments exceeding 50% of our latest audited net assets with an absolute amount
exceeding RMB50 million generally require Shareholders’ approval. During the Track Record
Period, all relevant wealth management transactions were duly approved by the Board and disclosed
in accordance with relevant regulations. Upon the Listing, our investment in such wealth
management products will be subject to compliance with the requirements under Chapter 14 of the
Listing Rules. We will closely monitor transaction sizes to ensure timely disclosure and compliance
with reporting, announcement, and shareholders’ approval requirements as applicable.
Trade and Other Receivables
Our trade and other receivables consist of (i) non-current prepayments, which mainly include
prepayments made for the purchase of property, plant and equipment and prepayments for
investment, and (ii) current assets, which include (a) trade receivables, representing balances due
from our customers, net of loss allowance; (b) bills receivables, which are primarily bank
acceptance notes received from customers in lieu of cash payment; and (c) deposits, prepayments
and other receivables, which mainly consist of V AT recoverable, mold costs to be amortized,
amounts due from related parties and others.
FINANCIAL INFORMATION
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The following table sets forth our trade and other receivables as of the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Non-current
Prepayments
– Prepayments for purchase of property,
plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100525,510 331,397 333,197
– Amount due from related parties /H1100/H1100/H1100/H1100/H1100– – 953
525,510 331,397 334,150
Current
Trade receivables, net of loss allowance /H1100 8,790,675 11,444,644 13,769,760
Bills receivables, net of loss allowance /H1100/H1100129,944 104,488 253,945
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,920,619 11,549,132 14,023,705
Deposits, prepayments and other
receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,310,788 1,275,807 1,806,057
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,231,407 12,824,939 15,829,762
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,756,917 13,156,336 16,163,912
The non-current portion of our trade and other receivables decreased from RMB525.5 million
as of December 31, 2023, to RMB331.4 million as of December 31, 2024, primarily due to the
settlement of previous prepayments, as certain prepayments for construction projects were
transferred to construction-in-progress and other prepayments for equipment were capitalized as
property, plant and equipment upon delivery and acceptance. The balance then increased to
RMB334.2 million as of December 31, 2025, primarily due to an increase in prepayments for
purchase of property, plant and equipment.
The current portion of our trade and other receivables increased from RMB10,231.4 million
as of December 31, 2023 to RMB12,824.9 million as of December 31, 2024, and further to
RMB15,829.8 million as of December 31, 2025, mainly driven by (i) an increase in our trade and
bills receivables resulting from the consolidation of newly acquired subsidiaries in 2025, and (ii)
the continuous increase in our trade receivables in line with our revenue growth.
We normally grant a credit period of 30 to 120 days to our customers, depending on the
customer’s credit profile, transaction history, and scale of business. The credit period is typically
calculated from the invoice date. Our management of trade receivables involves a structured
process: (i) pre-transaction credit assessment of customers and setting credit limits; (ii) in-
transaction monitoring of contract terms and outstanding balances; and (iii) post-transaction
collection procedures for overdue accounts, which may escalate from reminders and halting
shipments to formal collection letters and legal action.
We had loss allowance for trade and bills receivables of RMB512.7 million, RMB646.9
million and RMB717.3 million as of December 31, 2023, 2024 and 2025, respectively.
As of December 31, 2023, 2024 and 2025, certain of our trade and bills receivables amounting
to RMB23.4 million, RMB23.0 million, and RMB67.2 million, respectively, were pledged as
security for bank loans and banking facilities granted to us. As of December 31, 2023, 2024 and
2025, certain of our bills receivables amounting to RMB52.7 million, RMB51.1 million and
RMB116.5 million, respectively, were discounted or endorsed for the settlement of trade and other
payables and were not derecognized.
FINANCIAL INFORMATION
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The following table sets forth an aging analysis of our trade and bills receivables, based on
the invoice date, as of the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,384,218 12,142,568 14,677,670
1 year to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,416 17,549 15,468
2 years to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100947 1,094 13,152
3 years to 4 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110082 669 739
4 years to 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100867 28 322
Over 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110036,773 34,164 33,675
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,433,303 12,196,072 14,741,026
Loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(512,684) (646,940) (717,321)
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,920,619 11,549,132 14,023,705
As of December 31, 2023, 2024 and 2025, our bills receivables aged over five years amounted
to RMB36.8 million, RMB34.2 million and RMB33.7 million, respectively. These balances
primarily relate to historical trading transactions and export/import services transactions with two
specific customers. The prolonged non-payment of these receivables was primarily because these
two customers experienced severe financial distress and liquidity issues in the second half of 2018,
rendering them unable to settle the outstanding payments for the services we provided. Following
our strategic exit from such trading businesses in May 2019, these receivables remained as legacy
debts. Given the long aging of these receivables, we have fully provided for impairment losses
against these balances in accordance with our accounting policies. As such, these amounts have no
net impact on our carrying value of trade and bills receivables.
The following table sets forth our trade and bills receivables turnover days for the years
indicated:
For the year ended December 31,
2023 2024 2025
Trade and bills receivables turnover
days(1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110097 84 91
Note:
(1) The trade and bills receivables turnover days are derived by dividing the average of the beginning and ending
trade and bills receivables, net of loss allowance by revenue for the relevant year and multiplied by the number
of days in the respective year.
Our trade and bills receivables turnover days decreased from 97 days in 2023 to 84 days in
2024, primarily due to (i) our enhanced collection efforts, which improved the timing of repayments
from customers, and (ii) the significant growth of our new business lines, which generally grant
customers shorter credit periods, thereby lowering the average turnover days. Our trade and bills
receivables turnover days subsequently increased to 91 days in 2025. This was primarily
attributable to (i) the continuous growth of our revenue, which naturally expanded our receivables
balance; and (ii) the business combinations completed in December 2025, which only consolidated
the acquirees’ year-end balance sheets but not their full-year income statements, leading to a
disproportionate increase in our ending receivables relative to the recognized revenue.
As of April 30, 2026, approximately RMB15,050.6 million, or 95.1% of our trade and other
receivables as of December 31, 2025, had been subsequently settled.
FINANCIAL INFORMATION
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Restricted Bank Deposits
During the Track Record Period, we recorded restricted bank deposits of RMB120.3 million,
RMB534.4 million, and RMB735.6 million as of December 31, 2023, 2024, and 2025, respectively.
Our restricted bank deposits primarily arose from deposits for bank acceptances, letters of credit,
and funds temporarily frozen due to pending litigations.
Our funds frozen due to litigations amounted to RMB16.9 million, RMB88.3 million, and
RMB107.0 million as of December 31, 2023, 2024, and 2025, respectively. The increase over the
period was primarily attributable to a frozen amount of approximately RMB63.6 million related to
a single government subsidy dispute. This dispute arose from a local government subsidy previously
granted to one of our assembly projects, and the relevant local government requested repayment of
the subsidy on the grounds that the construction progress of the project did not meet the required
timeline. Following a first-instance judgment dismissing our claims, we have appealed the case to
the higher court. As of the Latest Practicable Date, the appeal was pending acceptance and
docketing by the court. For accounting purposes, we have recognized the unamortized subsidy
amount in other payables and adequately accrued the relevant capital occupation fees, which
represent interest loss calculated based on the one-year Loan Prime Rate published by the National
Interbank Funding Center. As of December 31, 2025, the total recognized liabilities under other
payables relating to this dispute amounted to RMB185.9 million. Accordingly, the repayment of the
subsidy and related capital occupation fees will primarily result in a cash outflow of RMB185.9
million and a corresponding reduction in liabilities of RMB185.9 million. These amounts are
calculated as of December 31, 2025, as the capital occupation fees will continue to accrue until the
actual date of return. Such repayment is not expected to have a material impact on our results of
operations. The remaining balance of our frozen funds primarily relates to ordinary commercial
disputes, such as procurement and processing contract disagreements. The liabilities associated with
these ordinary commercial disputes have been properly accrued in our trade and other payables, and
most of these cases have been resolved as of the Latest Practicable Date. Our Directors are of the
view that these frozen funds and related litigations will not have a material adverse effect on our
financial position or operations.
Trade and Other Payables
Our trade and other payables consist of both non-current and current portions. The non-current
portion primarily comprises deferred government grant income, including both government grants
related to income, which are recognized in profit or loss when the related costs are incurred, and
government grants related to assets, which are recognized in profit or loss over the useful lives of
the related assets. The current portion primarily consists of: (i) trade payables, representing amounts
due to suppliers for raw materials and services purchased on credit, (ii) bills payables, which are
short-term notes issued to suppliers for trade settlement, (iii) accruals for salaries and bonuses
earned by our employees but not yet paid, (iv) dividend payables, which are dividends declared but
not yet paid to shareholders, and (v) others, which include accrued payables for equipment and
project construction, liabilities related to our employee share-based incentive plans, amounts due to
related parties, and other miscellaneous operational accruals.
FINANCIAL INFORMATION
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The following table sets forth details of our trade and other payables as of the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Non-current
Deferred government grant income /H1100/H1100/H1100/H1100/H1100771,822 747,275 627,582
Employee benefits obligation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 36,813
Obligation to acquire NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 91,531
Other liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,705 5,962 –
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100776,527 753,237 755,926
Current
Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,908,765 8,728,200 10,754,516
Bills payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100541,237 687,029 1,611,216
Accrual for salaries and bonus /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100436,447 442,570 586,496
Dividend payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,465 6,352 6,352
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,708,371 2,074,524 3,407,978
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,600,285 11,938,675 16,366,558
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,376,812 12,691,912 17,122,484
Our total trade and other payables increased continuously from RMB10,376.8 million as of
December 31, 2023, to RMB12,691.9 million as of December 31, 2024, and further to
RMB17,122.5 million as of December 31, 2025. This continuous growth was primarily attributable
to: (i) the consolidation of trade and other payables from our newly acquired subsidiaries in 2025;
(ii) a consistent increase in trade payables, which grew from RMB6,908.8 million as of December
31, 2023 to RMB10,754.5 million as of December 31, 2025 over the period, in line with our revenue
growth and the expansion of procurement activities required to support our business operations; and
(iii) a steady increase in accrued payables for equipment and project construction, reflecting our
accelerated capital expenditure and investments in new production lines and facilities. Additionally,
the increase as of December 31, 2025 was also partially contributed by an increase in bills payables
during the period.
The payment arrangements with our suppliers range from payment upon delivery to credit
periods generally from 60 to 120 days. We conduct cash flow forecasting to ensure our working
capital remains at a healthy level.
The following table sets forth an aging analysis of trade payables, based on the relevant
invoice date, as of the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,681,745 8,595,439 10,591,878
1 year to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110087,155 45,033 95,498
2 years to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100129,706 33,179 24,506
3 years to 4 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,865 50,782 30,007
4 years to 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100904 1,702 7,788
Over 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,390 2,065 4,839
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,908,765 8,728,200 10,754,516
FINANCIAL INFORMATION
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As of December 31, 2025, our trade payables aged between four and five years increased to
RMB7.8 million. These balances primarily relate to specific suppliers and consist of: (i) warranty
and retention monies withheld for equipment procurement and construction projects, which are
released upon the expiration of the applicable warranty periods, and (ii) amounts withheld due to
pending legal disputes or litigation regarding the underlying goods or services. The withholding of
these payments was due to pending legal disputes arising from two suppliers’ material breaches of
their obligations under our procurement agreements. Specifically, these two suppliers were found
to have violated our supplier integrity and compliance policies by providing improper economic
benefits to certain of our former employees, which was prior to our Track Record Period. To
safeguard our legal interests, we temporarily suspended the payment of the outstanding material
costs to these suppliers pending the resolution of the relevant legal proceedings, and we filed
counterclaims against them for liquidated damages and losses caused by their contractual breaches.
As of the Latest Practicable Date, the legal proceedings with both suppliers have been concluded
through either final court judgments or settlement. For one supplier, the dispute was concluded
through a final court judgment in January 2026. As the relevant outstanding payables exceeded the
liquidated damages awarded to us, the mutual debts were offset, and we paid the remaining amount
in February 2026, resulting in our historical payables being fully cleared. The dispute with the other
supplier was resolved through a settlement agreement in December 2025, and the agreed settlement
amount was subsequently fully paid in January 2026. Following these resolutions, the relevant
long-aging trade payables have been substantially settled. In response to these historical incidents,
we have engaged an independent internal control consultant to review our relevant policies and have
implemented enhanced internal control measures. Based on the review results, our Directors are of
the view, and the Sole Sponsor concurs, that our enhanced internal control systems are adequate and
effective to prevent the recurrence of similar incidents.
The following table sets forth our trade payable and bills payable turnover days for the years
indicated:
For the year ended December 31,
2023 2024 2025
Trade payables and bills payables
turnover days (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110092 81 91
Note:
(1) The trade payables and bills payables turnover days are derived by dividing the average of the beginning and
ending trade payables and bills payables balance by cost of sales for the relevant year and multiplied by the
number of days in the respective year.
Our trade payables and bills payables turnover days decreased from 92 days in 2023 to 81 days
in 2024, primarily attributable to the rapid expansion of imaging and displays product line, which
we commenced during the year. The suppliers for this product line generally offer shorter credit
periods compared to suppliers for our other business lines. In 2025, our trade payable and bills
payable turnover days increased to 91 days. This increase was primarily due to the impact of the
consolidation of newly acquired subsidiaries in December 2025, which significantly increased our
trade and bills payables balance at the end of the year without proportionally contributing to our
full-year cost of sales.
As of April 30, 2026, approximately RMB13,380.3 million, or 81.8% of our trade and other
payables as of December 31, 2025, had been subsequently settled.
LIQUIDITY AND CAPITAL RESOURCES
Overview
We have financed our operations primarily through cash generated from our operating
activities.
FINANCIAL INFORMATION
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The following table sets forth our cash flows for the years indicated:
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
Cash generated from operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,573,575 4,468,243 4,858,952
Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(294,824) (453,182) (426,150)
Net cash generated from operating
activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,278,751 4,015,061 4,432,802
Net cash used in investing activities /H1100/H1100/H1100/H1100(2,144,131) (3,716,494) (8,199,287)
Net cash (used in)/generated from
financing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,851,262) 2,730,752 3,238,189
Net increase/(decrease) in cash and
cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100283,358 3,029,319 (528,296)
Effect of exchange rate changes /H1100/H1100/H1100/H1100/H1100/H1100/H110095,670 108,527 (63,173)
Cash and cash equivalents at the
beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,522,106 2,901,134 6,038,980
Cash and cash equivalents at the
end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,901,134 6,038,980 5,447,511
Net Cash Generated from Operating Activities
Net cash from operating activities was RMB4,432.8 million in 2025, primarily due to a profit
before tax of RMB2,733.4 million, as adjusted for (i) certain non-cash items or non-operating items,
primarily including (a) depreciation and impairment of owned property, plant and equipment of
RMB2,428.5 million, (b) write-down of inventories to net realizable value of RMB308.6 million,
(c) finance costs of RMB380.3 million, and (d) depreciation and impairment of right-of-use assets
of RMB365.3 million. This was further affected by changes in working capital that negatively
affected cash flows, primarily including (a) an increase in trade and bills receivables of
RMB1,448.0 million, (b) an increase in inventories of RMB888.4 million, and (c) an increase in
prepayments, deposits and other receivables of RMB415.5 million, which were partially offset by
changes in working capital that positively affected cash flows, primarily including (a) an increase
in trade and bills payables of RMB738.0 million, and (b) an increase in other payables and accruals
of RMB570.2 million.
Net cash from operating activities was RMB4,015.1 million in 2024, primarily due to a profit
before tax of RMB2,196.4 million, as adjusted for (i) certain non-cash or non-operating items,
primarily including (a) depreciation and impairment of owned property, plant and equipment of
RMB2,102.6 million, (b) write-down of inventories to net realizable value of RMB586.6 million,
and (c) finance costs of RMB304.2 million. This was further affected by changes in working capital
that negatively affected cash flows, primarily including (a) an increase in trade and bills receivables
of RMB2,771.2 million and (b) an increase in inventories of RMB706.4 million, which were
partially offset by changes in working capital that positively affected cash flows, including an
increase in trade and bills payables of RMB1,973.0 million.
Net cash from operating activities was RMB5,278.8 million in 2023, primarily due to a profit
before tax of RMB2,488.0 million, as adjusted for (i) certain non-cash or non-operating items,
primarily including (a) depreciation and impairment of owned property, plant and equipment of
RMB2,077.8 million, (b) write-down of inventories to net realizable value of RMB407.1 million,
and (c) finance costs of RMB348.7 million; and (ii) changes in working capital that positively
FINANCIAL INFORMATION
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affected cash flows, primarily including an increase in trade and bills payables of RMB480.5
million. These were partially offset by changes in working capital that negatively affected cash
flows, primarily including an increase in inventories of RMB1,039.8 million.
Net Cash Used in Investing Activities
Net cash used in investing activities was RMB8,199.3 million in 2025, primarily due to
payment for the purchase of property, plant and equipment and intangible assets of RMB4,833.1
million and payment of bank wealth management products and time deposits of RMB2,970.5
million.
Net cash used in investing activities was RMB3,716.5 million in 2024, primarily due to
payment for the purchase of property, plant and equipment and intangible assets of RMB3,623.1
million.
Net cash used in investing activities was RMB2,144.1 million in 2023, primarily due to
payment for the purchase of property, plant and equipment and intangible assets of RMB2,282.0
million, and payment of bank wealth management products and time deposits of RMB1,958.3
million. This was partially offset by receipt of bank wealth management products and time deposits
of RMB2,149.3 million.
Net Cash Generated from/(Used in) Financing Activities
Net cash generated from financing activities was RMB3,238.2 million in 2025, primarily due
to proceeds from new borrowings of RMB10,433.2 million. This was partially offset by the
repayment of borrowings of RMB6,487.8 million.
Net cash generated from financing activities was RMB2,730.8 million in 2024, primarily due
to proceeds from new borrowings of RMB6,847.3 million and proceeds from the issuance of bonds
payables of RMB2,120.5 million. This was partially offset by the repayment of borrowings of
RMB5,308.2 million.
Net cash used in financing activities was RMB2,851.3 million in 2023, primarily due to the
repayment of borrowings of RMB8,590.0 million and dividends paid of RMB1,014.1 million. This
was partially offset by proceeds from new borrowings of RMB7,847.1 million.
Working Capital
Taking into account the financial resources available to us, including expected net proceeds
from this Global Offering, our cash and cash equivalents on hand, unutilized banking facilities, if
any, and cash flows generated from operations based on our current production schedules and
expansion plans, the Directors believe that we have sufficient working capital required for our
operations at present and for at least the next 12 months from the date of this prospectus.
CAPITAL EXPENDITURES
We incur capital expenditures mainly for purchase of property, plant and equipment,
intangible assets and other non-current assets. In 2023, 2024 and 2025, our capital expenditures
were RMB2,282.0 million, RMB3,623.1 million and RMB4,833.1 million, respectively. We expect
to fund our future capital needs mainly by cash generated from our operating activities, bank loans
as well as the net proceeds from this Global Offering. See “Future Plans and Use of Proceeds” for
more details.
FINANCIAL INFORMATION
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INDEBTEDNESS
The following table sets forth our indebtedness as of the dates indicated:
As of December 31,
As of
April 30,
2023 2024 2025 2026
(RMB in thousands)
(Unaudited)
Current
Short-term borrowings /H1100/H1100/H1100/H1100/H1100/H11003,442,164 3,195,034 9,042,555 8,784,435
Bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4 9 9––
Lease liabilities — current
portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100217,760 293,626 385,133 453,591
Other current financial
liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – 7,887
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,659,924 3,489,159 9,427,688 9,245,913
Non-current
Interest-bearing borrowings /H1100/H1100/H11003,986,350 5,826,760 4,299,483 5,458,220
Bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,076,017 – –
Lease liabilities — non-current
portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100487,466 503,406 1,116,942 1,193,404
Other non-current financial
liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – 7,041
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,473,816 8,406,183 5,416,425 6,658,665
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,133,740 11,895,342 14,844,113 15,904,578
Interest-bearing Borrowings
We had total interest-bearing bank borrowings (including current and non-current portions) of
RMB7,428.5 million, RMB9,021.8 million, RMB13,342.0 million and RMB14,242.7 million as of
December 31, 2023, 2024 and 2025 and April 30, 2026, respectively. The increase in 2024 was
mainly due to an increase in our long-term borrowings, replacing certain higher-interest foreign
currency loans with lower-interest RMB-denominated loans to optimize our debt profile. The
further increase as of December 31, 2025, was mainly attributable to an increase in short-term
borrowings to support our business expansion. This subsequent increase as of April 30, 2026, was
primarily driven by an increase in our long-term borrowings in connection with the M&A loans
obtained to fund our recent business acquisitions. As of April 30, 2026, we had unutilized banking
facilities of RMB26,451.0 million which were committed and unrestricted.
Our bank loans are subject to the fulfillment of covenants relating to certain of our financial
position ratios, which are customary for such lending arrangements. Our Directors confirmed that
as of December 31, 2023, 2024 and 2025 and April 30, 2026, we were in compliance with all such
covenants and did not experience any default in payment of our bank loans or other borrowings.
Bonds Payables
Our bonds payables (including current and non-current portions) were nil, RMB2,076.5
million, nil and nil as of December 31, 2023, 2024 and 2025 and April 30, 2026, respectively. In
November 2024, the Company issued RMB2,137.4 million in six-year convertible bonds. The
balance as of December 31, 2024 comprised the non-current liability component of these bonds of
RMB2,076.0 million and the current portion representing interest payable within one year of
RMB0.5 million. The significant decrease to nil as of December 31, 2025 and April 30, 2026 was
primarily due to the conversion of a substantial portion of our convertible bonds into the Company’s
ordinary shares during the period.
FINANCIAL INFORMATION
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Lease Liabilities
Our lease liabilities (including current and non-current portions) were primarily related to our
leases for properties, including offices, manufacturing plants and R&D centers, as well as leasehold
land. Our lease liabilities were RMB705.2 million, RMB797.0 million, RMB1,502.1 million and
RMB1,647.0 million as of December 31, 2023, 2024 and 2025 and April 30, 2026, respectively. The
increase in 2024 was mainly attributable to additions of new leases for properties to support
business expansion, including new manufacturing plants for our Vietnamese subsidiary and
expanded facilities in Dongguan and more than offset the lease repayments made during the year.
The further increase as of December 31, 2025 and April 30, 2026 was primarily due to the addition
of new leases for properties to support our continued business growth.
Other Financial Liabilities
Our other financial liabilities included in indebtedness represent other pledged financing
measured at amortized cost arising from our sale and leaseback arrangements in relation to certain
machinery leases. Under these arrangements, the legal transfer of the relevant machinery does not
satisfy the requirements of IFRS 15 to be accounted for as a sale, and therefore the proceeds
received are recognized as financial liabilities. We recorded nil such liabilities as of December 31,
2023, 2024 and 2025. As of April 30, 2026, our other financial liabilities included in indebtedness
(including current and non-current portions) amounted to RMB14.9 million.
Indebtedness Statement
Except as discussed above, as of April 30, 2026, being the indebtedness statement date, we did
not have any outstanding mortgages, charges, debentures, loan capital, debt securities, loans, bank
overdrafts or other similar indebtedness, finance lease 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 the Latest
Practicable Date, there was no material restrictive covenant in our indebtedness that could
significantly limit our ability to obtain future financing. During the Track Record Period and up to
the Latest Practicable Date, we had not breached any financial covenants or defaulted on the
repayment of any borrowings or other debt obligations, nor had we experienced any difficulties in
obtaining additional debt or equity financing.
Our Directors confirm that (i) there has not been any material change in our indebtedness
since April 30, 2026 and up to the Latest Practicable Date, and (ii) during the Track Record Period
and up to the date of this prospectus, we did not have any material default on our indebtedness or
breach of covenant.
CAPITAL COMMITMENTS
Our capital commitments are primarily related to the purchase of property, plant and
equipment in connection with our production expansion and the subsequent acquisition of equity
interests. The following table sets forth our capital commitments outstanding but not provided for
in our consolidated financial statements as of the dates indicated:
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
Contracted for
– Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H11003,082,534 3,686,788 3,364,636
– Subscribed capital contribution /H1100/H1100/H1100/H1100/H1100/H1100/H110093,704 – 1,397,629
Authorised but not contracted for
– Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100717,888 498,691 520,304
– Subscribed capital contribution /H1100/H1100/H1100/H1100/H1100/H1100– – 50,000
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,894,126 4,185,479 5,332,569
FINANCIAL INFORMATION
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CONTINGENT LIABILITIES
During the Track Record Period and up to the Latest Practicable Date, we did not have any
material contingent liabilities.
KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios as of the dates or for the years indicated:
For the year ended/as of December 31,
2023 2024 2025
Key financial ratios
Gross margin (%) (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018.7 14.4 15.2
Net profit margin (%) (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005.9 4.0 4.5
Adjusted net profit margin (non-IFRS
measure) (%) (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006.1 4.2 5.1
Current ratio (times) (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.4 1.6 1.2
Quick ratio (times) (5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.0 1.2 0.9
Net debt to equity
ratio (%) (6) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028.6 29.5 38.6
Notes:
(1) Our gross margin equals gross profit divided by revenue for the same year.
(2) Our net profit margin equals profit for the year divided by revenue for the same year.
(3) Our adjusted net profit margin (non-IFRS measure) equals adjusted net profit (non-IFRS measure) for the year
divided by revenue for the same year. Adjusted net profit (non-IFRS measure) is a non-IFRS measure derived
from profit for the year by adjusting for share-based compensation expenses. See “— Non-IFRS Measures” for
more details and a reconciliation of this measure.
(4) Our current ratio equals current assets divided by current liabilities as of the end of each year.
(5) Our quick ratio equals current assets less inventories divided by current liabilities as of the end of each year.
(6) Our net debt to equity ratio equals total interest-bearing borrowings (including current and non-current
portions), lease liabilities (including current and non-current portions) and bonds payables (including current
and non-current portions), less the cash and cash equivalents, divided by total equity as of the end of the year.
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commissions, and other fees
incurred in connection with the Global Offering. The estimated total listing expenses (based on the
Maximum Offer Price and assuming that no additional A Shares are issued under the 2024 Share
Option Scheme) for the Global Offering are approximately RMB97.9 million (equivalent to
approximately HK$112.6 million), accounting for approximately 1.4% of our gross proceeds from
the Global Offering. The estimated total listing expenses consist of (i) underwriting-related
expenses (including but not limited to commissions and fees) of approximately RMB59.0 million
(approximately HK$67.8 million), and (ii) non-underwriting related expenses of approximately
RMB38.9 million (approximately HK$44.7 million), which consist of fees and expenses of legal
advisers and Reporting Accountants of approximately RMB24.6 million (approximately HK$28.3
million), and other fees and expenses of approximately RMB14.3 million (approximately HK$16.4
million). Approximately RMB86.2 million (equivalent to approximately HK$99.1 million) of the
estimated listing expenses is directly attributable to the issue of new Shares to the public and will
be accounted for as a deduction from equity upon completion of the Global Offering. Approximately
RMB11.7 million (equivalent to approximately HK$13.5 million) is expected to be charged in profit
or loss for the Global Offering, of which RMB1.5 million was charged to our profit or loss during
FINANCIAL INFORMATION
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the Track Record Period, and approximately RMB10.2 million is expected to be charged to our
profit or loss after the Track Record Period. This calculation is subject to adjustment based on the
actual amount incurred or to be incurred. The listing expenses above are the best estimate as of the
Latest Practicable Date and are for reference only. The actual amount may differ from such an
estimate.
DIVIDENDS AND DIVIDEND POLICY
We may distribute dividends in the form of cash, stocks or a combination of both. Any
proposed distribution of dividends is subject to the discretion of the Board and the approval of our
Shareholders. According to applicable PRC laws and our Articles of Association, we may pay
dividends out of our profit after tax only after we have made the (i) recovery of accumulated losses,
if any; (ii) allocations to the statutory reserve equivalent to 10% of our Company’s profit after tax,
and, when the statutory reserve reaches and is maintained at or above 50% of our Company’s
registered capital, no further allocations to this statutory reserve will be required; and (iii)
allocations, if any, to a discretionary common reserve as approved by our Shareholders in a general
meeting.
We have established our dividend policy as prescribed in the Articles of Association. Under
the premise of complying with profit distribution principles, ensuring the Company’s normal
operations and long-term development, and when conditions for cash dividend distribution are met,
the annual cash dividends distributed shall account for no less than 10% of our Company’s
distributable profits realized in that year. Moreover, over any consecutive three-year period, the
accumulated profits distributed in cash shall be no less than 30% of our average annual distributable
profits realized during those three years. Furthermore, based on our development stage and
significant capital expenditure arrangements, the proportion of cash dividends in a particular profit
distribution shall be 80%, 40% or 20%. Save as prescribed in the Articles of Association, we do not
set any other pre-determined dividend payout ratio target.
During the Track Record Period, we have declared dividends. In 2023, a dividend of
RMB1,017.1 million was declared by the Company to its equity shareholders, of which
RMB1,011.7 million was paid in the same year. In 2024, a dividend of RMB209.7 million was
declared by the Company to its equity shareholders, of which RMB208.8 million was paid in the
same year. In 2025, a dividend of RMB285.5 million was declared by the Company to its equity
shareholders, of which RMB285.5 million was paid in the same year. Subsequent to the end of the
Track Record Period and up to the Latest Practicable Date, a dividend of RMB145.5 million was
declared by our Company to its equity shareholders, which was fully paid on May 19, 2026.
DISTRIBUTABLE RESERVES
As of December 31, 2025, we had retained earnings of RMB6,302.0 million, which represent
the reserves available for distribution to shareholders of the Company as of the same date.
OFF-BALANCE SHEET ARRANGEMENTS
As of the Latest Practicable Date, we did not have any off-balance sheet arrangements.
RELATED PARTY TRANSACTIONS
During the Track Record Period, we have entered into a number of related party transactions,
which primarily consisted of the purchase and sale of goods, provision and receipt of services, and
leasing of properties with our associates and other related parties. The Directors believe that each
of the related party transactions set out in Note 35 to the Accountants’ Report set out in Appendix
I to this prospectus was carried out in the ordinary course of business on an arm’s-length basis. The
Directors are of the view that these related party transactions did not cause any distortion of our
results of operations or make our historical results not reflective of our performance during the
FINANCIAL INFORMATION
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Track Record Period. During the Track Record Period, certain of our bank loans and issued bonds
were guaranteed by related parties. All such guarantees had been fully released. As of the Latest
Practicable Date, we had no such guarantees outstanding. See Note 35 to the Accountants’ Report
set out in Appendix I to this prospectus for more details on our related party transactions, balances
and arrangements.
TRANSFER PRICING ARRANGEMENTS
During the Track Record Period, we operated globally with subsidiaries in various
jurisdictions including the PRC, Hong Kong, Singapore, India, Vietnam, Finland, France, Turkey,
the United States, and Brazil. In the ordinary course of our business, we engaged in material
intra-group transactions to facilitate our global operations and supply chain. In preparation for the
Listing, we have engaged an independent Transfer Pricing Consultant to conduct a transfer pricing
review and benchmarking studies on our material international intra-group transactions during the
Track Record Period. During the Track Record Period, we had entered into the following main
intra-group transactions (the “Covered Transactions”) among the group operating entities (the
“Covered Entities”):
 Transactions of Tangible Goods . Our manufacturing entities (primarily in the PRC,
India and Vietnam) purchase raw materials and sell semi-finished or finished products
to our trading entities (primarily in Hong Kong and Singapore) for onward sale to
third-party customers or other group entities.
 Provision of Services . Certain subsidiaries provide intra-group services to support our
global network, including research and development, marketing support, etc., tailored to
the specific needs of the recipient entities.
 Financing Arrangements . We engage in cross-border financing arrangements to
manage our group-wide liquidity, which include inter-company loans and cash pooling
arrangements managed by our central treasury function to optimize fund allocation
among subsidiaries.
 Intangible Assets Licensing . Certain entities within our Group license operational
rights, proprietary technologies, or intellectual property to other group entities in
exchange for royalty payments.
The Organization for Economic Co-Operation and Development (the “OECD”) promulgated
the Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations (the “OECD
Transfer Pricing Guidelines”), which generally require intra-group transactions to be conducted on
an arm’s length basis. During the review process, the Transfer Pricing Consultant interviewed our
Group’s management to understand our operations and pricing policies, reviewed the transfer
pricing documentation and financial information, and conducted a functional and risk analysis
followed by benchmarking analyses by using a third-party information database. When conducting
the benchmarking analyses, different applicable qualitative and quantitative searching criteria were
used to come up with several sets of comparable companies/agreements.
Corresponding benchmarking analyses were performed by selecting appropriate transfer
pricing methods based on the functional and risk profiles of the entities involved in the Covered
Transactions. The Transactional Net Margin Method (“TNMM”) was adopted for the majority of our
buy-sell transactions and service transactions, where appropriate profit level indicators, such as Net
Cost Plus Margin for manufacturing entities and Operating Margin or Berry Ratio for trading
entities, were selected to assess profitability against comparable independent companies.
Additionally, the Comparable Uncontrolled Price (“CUP”) Method was adopted for specific
transactions where reliable comparable data was available, including certain sourcing transactions
involving our Indian subsidiaries, intra-group loans, and royalty arrangements.
FINANCIAL INFORMATION
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Upon completion of the benchmarking analyses, it was noted that the profit margins of some
companies during certain years of the Track Record Period were either higher or lower than the
benchmarking results. According to the findings identified by the Transfer Pricing Consultant based
on the adopted TNMM and CUP, we have made transfer pricing assessment on those entities to
ensure our intra-group transactions align with the arm’s length principle. Specifically, the Indian
entities recorded profit levels below the benchmarking results of comparable companies during
certain years of the Track Record Period. In accordance with local transfer pricing regulations and
practices, these Indian entities maintained sufficient significant tax losses carried forward from
prior periods to offset potential tax adjustments. Therefore, considering the availability of these
carryforward tax losses of the Indian entities, it could be concluded that the potential tax exposures
with respect to the Covered Transactions are not material from our Group’s financial aspects.
Balancing all the facts and in light of the foregoing, and having consulted the Transfer Pricing
Consultant, our Directors are of the view that our transfer pricing arrangements in relation to the
Covered Transactions were consistent and in compliance with OECD Transfer Pricing Guidelines
and the transfer pricing regulations of the jurisdictions where the Covered Entities are located
during the Track Record Period in all material respects.
We have adopted and will continue to adopt comprehensive measures to ensure continuous
compliance with the OECD Transfer Pricing Guidelines and the relevant transfer pricing laws and
regulations in the PRC and other jurisdictions where we operate. We maintain a policy of engaging
external tax consultants annually to review our transfer pricing policies, benchmark our inter-
company transactions, and advise on statutory documentation requirements to ensure our filings are
accurate and timely. Our management team, including our Directors and chief financial officer,
actively monitors material inter-company transactions and reviews our transfer pricing policies on
a regular basis to ensure they remain aligned with the evolving functional and risk profiles of our
entities and are carried out at arm’s length. Furthermore, we are committed to providing regular
training for our senior management and finance personnel regarding updates in global transfer
pricing laws and regulations to ensure that our budgeting, pricing mechanisms, and internal controls
are proactively adjusted to address any regulatory changes.
QUANTITATIVE AND QUALITATIVE ANALYSIS OF MARKET RISKS
Our activities expose us to a variety of financial risks, including credit risk, liquidity risk,
interest rate risk and foreign currency risk. See Note 33 to the Accountants’ Report set out in
Appendix I to this prospectus for more details regarding our financial risk management objectives
and policies.
UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS
For our unaudited pro forma statement of adjusted net tangible assets prepared in accordance
with Rule 4.29 of the Listing Rules for illustrating the effect of our Global Offering on the
consolidated net tangible assets attributable to the owners of the Company as of December 31, 2025,
as if the Global Offering were completed on December 31, 2025, see Appendix II to this prospectus
for more details.
FINANCIAL INFORMATION
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RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGE
Acquisitions
See “Summary — Recent Developments and No Material Adverse Change — Acquisitions”
for more details.
Unaudited Financial Information for the Three Months Ended March 31, 2026
See “Summary — Recent Developments and No Material Adverse Change — Unaudited
Financial Information for the Three Months Ended March 31, 2026” for more details.
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
consolidated financial statements as set out in the Accountants’ Report in Appendix I to this
prospectus, and up to the date of this prospectus.
DISCLOSURE REQUIRED UNDER THE LISTING RULES
Our Directors confirm that, as at the Latest Practicable Date, they were not aware of any
circumstances that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of
Chapter 13 of the Listing Rules.
FINANCIAL INFORMATION
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FUTURE PLANS
See “Business — Our Strategies” for more details on the description of our future business
plans and strategies.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$8,151.7 million, after deducting estimated underwriting commissions, fees and expenses
payable by us in connection with the Global Offering, assuming no additional A Shares are issued
under the 2024 Share Option Scheme, and at an Offer Price of HK$10.18 per Offer Share (being
the maximum Offer Price stated in the Prospectus).
In line with our strategies, we intend to use the net proceeds for the following purposes,
subject to changes in light of our evolving business needs and changing market conditions:
 Approximately 37.6% of the net proceeds, or HK$3,065.0 million, is expected to be used
to further enhance our production capacity through equipment investment and upgrade
core manufacturing processes. This strategic investment is essential for us to capitalize
on emerging market opportunities, accelerate market share growth and solidify our
leading position within the industry. In particular,
(i) approximately 21.0% of the net proceeds, or HK$1,711.9 million, will be allocated
to enhance our manufacturing capabilities in emerging markets, including high-
density AI computing servers, humanoid robot hardware and assembly, and AI
optical communication infrastructure, over a three-year period from 2026 to 2028.
With technology leaders accelerating investment in high-density AI computing
servers, we plan to expand our capacity for AI server power supplies, a
mission-critical element of data-center infrastructure. We aim to deliver next-
generation systems with high power density, strong conversion efficiency and fast
dynamic-load response, positioning us to capture demand driven by rapid growth
in global AI computation. Rising AI workloads are also driving the need for
advanced thermal management, and we will scale our thermal management product
lines, including ultra-thin and structurally-optimized VCs, to meet the stringent
cooling requirements of hyperscale deployments.
Specifically, we plan to:
(a) allocate approximately 15.0% of the net proceeds, or HK$1,222.8 million, to
invest in the procurement of production lines for enterprise server power-
related components and thermal management components, robot assembly
lines, and high-precision machining lines for structural parts, to support
higher power density, tighter tolerances and improved production efficiency;
and
(b) allocate approximately 6.0% of the net proceeds, or HK$489.1 million, to
retain and recruit manufacturing personnel to support capacity expansion and
system-level integration.
(ii) approximately 16.6% of the net proceeds, or HK$1,353.2 million, will be allocated
to enhance our manufacturing capabilities in existing markets, including electronic
devices, automotive and advanced air mobility, over a three-year period from 2026
to 2028. In embodied AI, we intend to strengthen our role as a trusted intelligent
manufacturing partner for electronic devices by expanding vertically-integrated
capabilities in high-precision component fabrication, system-level assembly and
comprehensive performance testing. Enhanced capacity will support rapid the
FUTURE PLANS AND USE OF PROCEEDS
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roll-out of products and solutions for handling, assembly and other core
application scenarios, addressing downstream demand and advancing the
industrialization of humanoid robots.
Specifically, we plan to:
(a) allocate approximately 13.8% of the net proceeds, or HK$1,124.9 million, to
acquire advanced automation equipment and production lines, including
production lines for high-precision structural parts, thermal management
components and lightweight composite materials, to support higher
functional integration, lower power consumption and evolving customer
requirements; and
(b) allocate approximately 2.8% of the net proceeds, or HK$228.2 million, to
retain and recruit manufacturing personnel to support capacity expansion.
 Approximately 11.9% of the net proceeds, or HK$970.1 million, will be allocated to
further strengthen our core R&D capabilities and technological innovation
infrastructure. Specifically, we plan to:
(i) allocate approximately 10.4% of the net proceeds, or HK$847.8 million, to retain,
recruit and support dedicated R&D personnel, engineering specialists and technical
experts to drive ongoing product upgrades, advanced hardware development and
system-level solution innovations over the next three years; and
(ii) allocate approximately 1.5% of the net proceeds, or HK$122.3 million, to upgrade
our R&D systems to enhance data-driven product design, testing and iteration
capabilities.
 Approximately 30.0% of the net proceeds, or HK$2,445.5 million, will be used for
strategic investments and acquisitions that support the integration of industry resources.
Our established M&A capability is a core competitive strength and an important driver
of long-term growth. We plan to pursue acquisition opportunities in high-growth
technology verticals that align with our business and offer meaningful scalability,
including servers, humanoid robotics and AI optical communication infrastructure. In
selecting potential targets, we apply a structured evaluation process, taking into
consideration (i) strategic alignment with our core manufacturing capabilities,
technology roadmap and development priorities; (ii) the long-term growth prospects and
competitive dynamics of the relevant industry, as well as the target’s technological
differentiation, critical resources or specialized capabilities; and (iii) the target’s
financial profile and valuation discipline, with priority given to businesses with sound
fundamentals or, for earlier-stage companies, clear technology advantages and
identifiable paths to commercialization, and assessing each transaction to avoid adverse
impacts on our financial position and ongoing operations. According to Frost &
Sullivan, there are over 500 companies globally across the relevant technology
segments, from which potential acquisition targets may be identified. These value-
accretive investments aim to further enhance our R&D capabilities, sharpen our product
competitiveness and unlock economies of scale, strengthening the resilience of our
operations and building a strong position in emerging sectors. As of the Latest
Practicable Date, we have not negotiated with any specific acquisition targets nor
identified any such targets that would involve the use of the net proceeds from the
Global Offering.
 Approximately 10.5% of the net proceeds, or HK$855.9 million, is expected to be used
to scale our manufacturing infrastructure within and outside Chinese Mainland. We plan
to construct and expand existing manufacturing plants and establish key auxiliary
FUTURE PLANS AND USE OF PROCEEDS
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infrastructure and site utilities to strengthen capacity and operational readiness. In
parallel, we intend to advance the digital transformation of our manufacturing network
through the purchase, deployment and integration of intelligent manufacturing-
management systems designed to enhance real-time data acquisition, predictive
analytics and smart operational decision-making. These upgrades will refine our
AI-enabled production workflow and support higher requirements for volume, quality
control and delivery speed, reinforcing our standing as a trusted global high-precision
intelligent manufacturing platform for electronic devices.
 Approximately 10.0% of the net proceeds, or HK$815.2 million, will be allocated to
working capital and general corporate purposes.
To the extent that our net proceeds are not sufficient to fund the purposes set out above, we
intend to fund the balance through a variety of means, including cash available on hand, bank loans,
and other borrowings.
If the net proceeds of the Global Offering are not immediately used for the purposes described
above, to the extent permitted by the relevant laws and regulations, we will only deposit the net
proceeds into short-term interest-bearing accounts at licensed commercial banks and/or other
authorized financial institutions as defined under the Securities and Futures Ordinance (“SFO”) or
applicable laws and regulations in other jurisdictions, as long as it is deemed to be in the best
interests of the Company. We will comply with all disclosure requirements under the Listing Rules
if there is any change to the above proposed use of proceeds.
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITERS
Guotai Junan Securities (Hong Kong) Limited
CLSA Limited
J.P. Morgan Securities (Asia Pacific) Limited
Citigroup Global Markets Asia Limited
(The followings are in alphabetical order)
Futu Securities International (Hong Kong) Limited
Tiger Brokers (HK) Global Limited
UNDERWRITING
This Prospectus is published solely in connection with the Hong Kong Public Offering. The
Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional
basis. The International Offering is expected to be fully underwritten by the International
Underwriters.
The Global Offering comprises the Hong Kong Public Offering of initially 81,181,320 Hong
Kong Offer Shares and the International Offering of initially 730,630,560 International Offering
Shares, subject, in each case, to reallocation on the basis as described in the section headed
“Structure of the Global Offering” in this Prospectus.
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
We have entered into the Hong Kong Underwriting Agreement with, among others, the Hong
Kong Underwriters on June 16, 2026. Pursuant to the Hong Kong Underwriting Agreement, the
Company is offering the Hong Kong Offer Shares for subscription on the terms and conditions set
out in this Prospectus and the Hong Kong Underwriting Agreement at the Offer Price.
Subject to (a) the Listing Committee granting approval for the listing of, and permission to
deal in, the H Shares on the Main Board of the Stock Exchange and such approval not subsequently
having been withdrawn, revoked, withheld or subject to qualifications (except for customary
conditions imposed by the Stock Exchange in relation to the Listing) prior to the commencement
of trading of the H Shares on the Stock Exchange and (b) certain other conditions set out in the
Hong Kong Underwriting Agreement, the Hong Kong Underwriters have agreed severally but not
jointly to procure subscribers for, or themselves to subscribe for, their respective applicable
proportions of the Hong Kong Offer Shares being offered which are not taken up under the Hong
Kong Public Offering on the terms and conditions set out in this Prospectus and the Hong Kong
Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional on, among other things, the
International Underwriting Agreement having been executed and becoming unconditional and not
having been terminated in accordance with its terms.
Grounds for termination
If any of the events set out below occur at any time prior to 8:00 a.m. on the Listing Date, the
Sole Sponsor and the Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters) shall be entitled, in their absolute discretion and by giving notice to the Company,
to terminate the Hong Kong Underwriting Agreement with immediate effect:
(i) there develops, occurs, exists or comes into effect:
(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 (or any member thereof), Japan, Singapore, India, Finland, or
other jurisdictions relevant to the Group or the Global Offering (each a “ Relevant
Jurisdiction ” and collectively, the “ Relevant Jurisdictions ”); or
UNDERWRITING
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(b) any change or development involving a prospective change, or any event or series
of events or circumstances likely to result in a change or prospective change, in
any local, national, regional or international financial, political, military,
industrial, economic, fiscal, legal, regulatory, currency, credit or market conditions
or sentiments, Taxation, equity securities or currency exchange rate or controls or
any monetary or trading settlement system, or foreign investment regulations
(including, without limitation, a devaluation of the Hong Kong dollar, United
States dollar or Renminbi against any foreign currencies, a change in the system
under which the value of the Hong Kong dollar is linked to that of the United States
dollar or the Renminbi is linked to any foreign currency or currencies) or other
financial markets (including, without limitation, conditions and sentiments in stock
and bond markets, money and foreign exchange markets, the inter-bank markets
and credit markets) in or affecting any Relevant Jurisdictions, or affecting an
investment in the Offer Shares; or
(c) any event or series of events, or circumstances in the nature of force majeure
(including, without limitation, any acts of government, declaration of a regional,
national or international emergency or war, calamity, crisis, economic sanctions,
strikes, labor disputes, other industrial actions, lock-outs, fire, explosion, flooding,
tsunami, earthquake, volcanic eruption, civil commotion, riots, rebellion, public
disorder, paralysis in government operations, acts of war, epidemic, pandemic,
outbreak or escalation, mutation or aggravation of diseases, accident or
interruption or delay in transportation, local, national, regional or international
outbreak or escalation of hostilities (whether or not war is or has been declared),
act of God or act of terrorism (whether or not responsibility has been claimed)) in
or affecting any of the Relevant Jurisdictions; or
(d) the imposition or declaration of any moratorium, suspension or limitation
(including without limitation, any imposition of or requirement for any minimum
or maximum price limit or price range) on (i) the trading in shares or securities
generally on the Hong Kong Stock Exchange, the Shanghai Stock Exchange, the
Shenzhen Stock Exchange, the Singapore Stock Exchange, the New York Stock
Exchange, the NASDAQ Global Market or the London Stock Exchange; or (ii)
trading in any securities of the Company listed or quoted on a stock exchange or
an over-the-counter market; or
(e) the imposition or declaration of any general moratorium on banking activities in or
affecting any of the Relevant Jurisdictions or any disruption in commercial
banking or foreign exchange trading or securities settlement or clearing services,
procedures or matters in or affecting any of the Relevant Jurisdictions; or
(f) other than with the prior written consent of the Sole Sponsor and the Overall
Coordinators, the issue or requirement to issue by the Company of a supplement
or amendment to the Prospectus or other documents in connection with the offer
and sale of the Offer Shares pursuant to the Companies (Winding up and
Miscellaneous Provisions) Ordinance or the Listing Rules or upon any requirement
or request of the Hong Kong Stock Exchange and/or the SFC; or
(g) the commencement by any Authority (as defined in the Hong Kong Underwriting
Agreement) or other regulatory or political body or organization of any public
action or investigation against any member of the Group or a director or a senior
management member of any member of the Group or announcing an intention to
take any such action; or
(h) the imposition of sanctions or export controls in whatever form, directly or
indirectly, on any Group Company or any of the Controlling Shareholders or by or
on any Relevant Jurisdiction, or the withdrawal of trading privileges which existed
on the date of the Hong Kong Underwriting Agreement, in whatever form, directly
or indirectly, by, or for, any Relevant Jurisdiction; or
(i) any valid demand by creditors for payment or repayment of indebtedness of any
member of the Group or in respect of which any member of the Group is liable
prior to its stated maturity; or
(j) any non-compliance of this Prospectus (or any other documents used in connection
with the contemplated offering, allotment, issue, subscription or sale of any of the
Offer Shares), the CSRC Filings or any aspect of the Global Offering with the
Listing Rules or any other applicable Laws; or
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(k) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any
member of the Group or the Controlling Shareholders or any Director or senior
management members as named in this Prospectus; or
(l) any contravention by any Group Company or any Director of the Listing Rules or
applicable Laws; or
(m) any change or prospective change in, or a materialization of, any of the risks set
out in the section headed “Risk Factors” of this Prospectus,
which, in any such case individually or in the aggregate, in the sole and absolute opinion
of the Sole Sponsor and the Overall Coordinator (for themselves and on behalf of the
Hong Kong Underwriters) (A) has or will or may have a material adverse effect, whether
directly or indirectly, on the assets, liabilities, business, general affairs, management,
prospects, shareholders’ equity, profits, losses, results of operations, position or
condition, financial or otherwise, or performance of the Company or the Group as a
whole; or (B) has or will or may have a material adverse effect on the success of the
Global Offering or the level of applications under the Hong Kong Public Offering or the
level of indications of interest under the International Offering; or (C) makes or will
make or may make it impracticable, inadvisable, inexpedient or incapable for any
material part of the Hong Kong Underwriting Agreement, the Hong Kong Public
Offering or the Global Offering to be performed or implemented as envisaged, or for the
Hong Kong Public Offering and/or the Global Offering to proceed, or to market the
Global Offering, or the delivery or distribution of the Offer Shares on the terms and in
the manner contemplated by the Offering Documents (as defined in the Hong Kong
Underwriting Agreement, including this Prospectus); or (D) has or will or may have the
effect of making any part of the Hong Kong Underwriting Agreement (including
underwriting) incapable of performance in accordance with its terms or preventing the
processing of applications and/or payments pursuant to the Global Offering or pursuant
to the underwriting thereof,
(ii) there has come to the notice of the Sole Sponsor and the Overall Coordinators (for
themselves and on behalf of the Hong Kong Underwriters) that:
(a) any statement contained in any of the Offering Documents (as defined in the Hong
Kong Underwriting Agreement), the CSRC Filings (as defined in the Hong Kong
Underwriting Agreement) and/or any notices, announcements, advertisements,
communications or other documents in connection with the Hong Kong Public
Offering (including any supplement or amendment thereto) (the “ Global Offering
Documents ”) was, when it was issued, or has become untrue, incorrect, inaccurate
in any material respect or misleading; or that any estimate, forecast, expression of
opinion, intention or expectation contained in any such documents, was, when it
was issued, or has become unfair or misleading in any respect or based on untrue,
dishonest or unreasonable assumptions or given in bad faith; or
(b) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this Prospectus, constitute a material
omission or misstatement in any Global Offering Documents; or
(c) any breach of, or any event or circumstance rendering untrue or incorrect or
misleading in any respect, any of the representations, warranties and undertakings
given by the Company or the 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 liability
of any of the Indemnifying Parties (as defined in the Hong Kong Underwriting
Agreement) pursuant to the indemnities in the Hong Kong Underwriting
Agreement; or
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(e) any breach of any of the obligations or undertakings imposed upon the Company
or any of the Controlling Shareholders or any Cornerstone Investor (as applicable)
to the Hong Kong Underwriting Agreement, the International Underwriting
Agreement or the Cornerstone Investment Agreements; or
(f) any Material Adverse Change (as defined in the Hong Kong Underwriting
Agreement); or
(g) that the Chairman of the Board, any Director or any member of senior management
of the Company named in this Prospectus seeks to retire, or is removed from office
or vacating his/her office; or
(h) any Director or any member of senior management of the Company named in this
Prospectus is being charged with an indictable offence or prohibited by operation
of law or otherwise disqualified from taking part in the management or taking
directorship of a company; or
(i) the 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
(j) that the approval by the Listing Committee of the listing of, and permission to deal
in, the H Shares in issue and to be issued pursuant to the Global Offering 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
(k) any person (other than any of the Sole Sponsor and the Overall Coordinators) has
withdrawn its consent to the issue of the Hong Kong Prospectus with the inclusion
of its reports, letters and/or legal opinions (as the case may be) and/or references
to its name included in the form and context in which it respectively appears; or
(l) any prohibition on the Company for whatever reason from offering, allotting,
issuing or selling any of the Offer Shares pursuant to the terms of the Global
Offering; or
(m) an order or petition is presented for the winding-up or liquidation of the Company
or any of its principal members of the Group as disclosed in the Hong Kong
Prospectus (the “ Principal Subsidiaries ”, each a “ Principal Subsidiary ”), or the
Company or any Principal Subsidiary makes any composition or arrangement with
its creditors or enters into a scheme of arrangement or any resolution is passed for
the winding-up of the Company or any Principal Subsidiary or a provisional
liquidator, receiver or manager is appointed over all or part of the assets or
undertaking of the Company or any Principal Subsidiary or anything analogous
thereto occurs in respect of the Company or any Principal Subsidiary, as the case
may be; or
(n) (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 Sole Sponsor
and the Overall Coordinators, the issue or requirement to issue by the Company of
a supplement or amendment to the CSRC Filings (as defined in the Hong Kong
Underwriting Agreement) 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 (as defined in the Hong Kong
Underwriting Agreement) with the CSRC Rules (as defined in the Hong Kong
Underwriting Agreement) or (D) any non-compliance of other applicable Laws (as
defined in the Hong Kong Underwriting Agreement) in any material respect; or
(o) that (i) a material portion of the orders placed or confirmed in the bookbuilding
process or (ii) any investment commitment made by any cornerstone investors
under the Cornerstone Investment Agreements signed with such cornerstone
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investors, have been withdrawn, terminated or cancelled, or with respect to which
the payment of the relevant orders and/or investment commitment has not been
received or settled in the stipulated time and manner or otherwise,
then, in each case, the Sole Sponsor and the Overall Coordinators (for themselves and
on behalf of the Hong Kong Underwriters) may, in their sole and absolute discretion and
upon giving notice in writing to the Company, terminate the Hong Kong Underwriting
Agreement with immediate effect.
Undertakings to the Stock Exchange pursuant to the Listing Rules
(A) Undertakings by the Company
Pursuant to Rule 10.08 of the Listing Rules, the Company has undertaken to the Stock
Exchange that it will not issue any further Shares or securities convertible into equity securities of
the Company (whether or not of a class already listed) or enter into any agreement to such issue
within six months from the Listing Date (whether or not such issue of Shares or securities will be
completed within six months from the Listing Date), except pursuant to the Global Offering, or for
the circumstances permitted under Rule 10.08 of the Listing Rules.
(B) Undertakings by the Controlling Shareholders
Pursuant to Rule 10.07 of the Listing Rules, the Controlling Shareholders have undertaken to
the Stock Exchange and the Company that, they will not and will procure that the relevant registered
holder(s) will not without the prior written consent of the Stock Exchange or unless otherwise in
compliance with the applicable requirement of the Listing Rules:
(a) in the period commencing on the date by reference to which disclosure of its
shareholdings in the Company is made in this prospectus and ending on the date which
is six months from the Listing Date (the “First Six-Month Period”), either directly or
indirectly, dispose of, nor enter into any agreement to dispose of or otherwise create any
options, rights, interests or encumbrances in respect of, any of the securities of the
Company in respect of which it is shown by this prospectus to be the beneficial owner;
and
(b) in the period of six months from the expiry of the First Six-Month Period, either directly
or indirectly, dispose of, nor enter into any agreement to dispose of or otherwise create
any options, rights, interests or encumbrances in respect of, any of the securities referred
to in paragraph (a) above if, immediately following such disposal or upon the exercise
or enforcement of such options, rights, interests or encumbrances, they would cease to
be Controlling Shareholders (as defined under the Listing Rules).
Note 2 to Rule 10.07(2) of the Listing Rules provides that the foregoing shall not prevent the
Controlling Shareholders from using securities of the Company beneficially owned by it as security
(including a charge or a pledge) in favor of an authorized institution (as defined in the Banking
Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan.
Pursuant to Note 3 to Rule 10.07(2) of the Listing Rules, each of the Controlling Shareholders
has undertaken to the Stock Exchange and the Company that, within the period commencing on the
date by reference to which disclosure of its shareholding in the Company is made in this prospectus
and ending on the date which is 12 months from the Listing Date, it will:
(i) when it pledges or charges any securities of the Company beneficially owned by it in
favour of an authorized institution (as defined in the Banking Ordinance (Chapter 155
of the Laws of Hong Kong)) pursuant to Note 2 to Rule 10.07 of the Listing Rules,
immediately inform the Company of such pledge or charge together with the number of
securities so pledged or charged; and
(ii) when it receives indications, either verbal or written, from the pledgee or chargee of any
securities of the Company that any of the pledged or charged securities will be disposed
of, immediately inform the Company of such indications.
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The Company will inform the Stock Exchange as soon as it has been informed of the matters
referred to in paragraphs (i) and (ii) above by the Controlling Shareholders and subject to the then
applicable requirements of the Listing Rules disclose such matters by way of an announcement.
Undertakings pursuant to the Hong Kong Underwriting Agreement
(A) Undertakings by the Company
Except for the issue, offer and sale of the Offer Shares pursuant to the Global Offering 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 ”), the Company has undertaken to each of the Sole
Sponsor, the Sole Sponsor-OC, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market
Intermediaries 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):
(i) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to
allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any
option, warrant, contract or right to subscribe for or purchase, grant or purchase any
option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose
of or create an Encumbrance (as defined in the Hong Kong Underwriting Agreement)
over, or agree to transfer or dispose of or create an Encumbrance over, either directly or
indirectly, conditionally or unconditionally, or repurchase, any legal or beneficial
interest in any H Shares or other securities of the Company, or any interest in any of the
foregoing (including, without limitation, any securities convertible into or exchangeable
or exercisable for or that represent the right to receive, or any warrants or other rights
to purchase, any H Shares, as applicable), or deposit any H Shares or other securities of
the Company with a depositary in connection with the issue of depositary receipts; or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership (legal or beneficial) of any H Shares or
any other securities of the Company, or any interest in any of the foregoing (including,
without limitation, any securities convertible into or exchangeable or exercisable for or
that represent the right to receive, or any warrants or other rights to purchase, any H
Shares, as applicable); or
(iii) enter into any transaction with the same economic effect as any transaction described in
paragraphs (i) or (ii) above; or
(iv) offer to or agree to or announce any intention to effect any transaction specified in
paragraphs (i), (ii) or (iii) above.
In each case, whether any of the transactions specified in (i), (ii) or (iii) above is to be settled
by delivery of H Shares, as applicable, 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 ”), the Company enters into any of the
transactions specified in paragraphs (i), (ii) or (iii) above or offers to or agrees to or announces any
intention to effect any such transaction, the Company shall take all reasonable steps to ensure that
it will not create a disorderly or false market in the securities of the Company. Each of the
Controlling Shareholders has undertaken to each of the Sole Sponsor, the Sole Sponsor-OC, the
Overall Coordinators, the Joint Global Coordinators, the Joint Lead Manager, the Joint Bookrunner,
the Capital Market Intermediaries and the Hong Kong Underwriters to procure the Company to
comply with the undertakings above. Notwithstanding the forgoing, the restrictions above shall not
prevent the Company from (i) issue of Shares as allowed under the exceptions set out in notes to
Rule 10.08 of the Listing Rules; (ii) repurchase of Shares for the purpose of employee incentive
purpose in compliance with the Listing Rules and applicable Laws; and (iii) any issue of debt
securities by the Company which are not convertible into equity securities of the Company or any
member of the Group.
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(B) Undertakings by the Controlling Shareholders
Pursuant to the Hong Kong Underwriting Agreement, each of the Controlling Shareholders
jointly and severally undertakes to each of the Company, the Sole Sponsor, the Sole Sponsor-OC,
the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Hong Kong Underwriters and the Capital Market Intermediaries that, except pursuant
to the Global Offering or permitted by Note 2 and 3 to Rule 10.07 of the Listing Rules, 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:
(a) she/it will not, and will procure that the relevant registered holder(s), any nominee or
trustee holding on trust for her/it and the companies controlled by her/it will not, at any
time during the First Six-Month Period, (i) sell, offer to sell, accept subscription for,
contract or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend,
grant or sell any option, warrant, contract or right to purchase, grant or purchase any
option, warrant, contract or right to sell, 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 (as defined in the Hong Kong Underwriting Agreement) over, or agree
to transfer or dispose of or create an Encumbrance (as defined in the Hong Kong
Underwriting Agreement) over, either directly or indirectly, conditionally or
unconditionally, any H Shares or other securities of the Company or any legal or
beneficial interest therein (including, without limitation, any securities convertible into
or exchangeable or exercisable for or that represent the right to receive, or any warrants
or other rights to purchase, any Shares, or any such other securities, as applicable or any
interest in any of the foregoing (the “ Locked-up Securities ”)), or deposit any H Shares
or other securities of the Company with a depositary in connection with the issue of
depositary receipts, or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership (legal or
beneficial) of any Locked-up Securities, or (iii) enter into any transaction with the same
economic effect as any transaction specified in paragraph (i) or (ii) above, or (iv) offer
to or agree to or announce any intention to effect any transaction specified in paragraph
(i), (ii) or (iii) above, in each case, whether any of the transactions specified in paragraph
(i), (ii) or (iii) above is to be settled by delivery of H Shares or other securities of the
Company or in cash or otherwise (whether or not the settlement or delivery of such
Shares or other securities will be completed within the First Six-Month Period or the
Second Six Month Period);
(b) she/it will not, during the Second Six Month Period, enter into any of the transactions
specified in paragraph (i), (ii) or (iii) above or offer to or agree to contract to or publicly
announce any intention to effect any such transaction if, immediately following any sale,
transfer or disposal or upon the exercise or enforcement of any option, right, interest or
Encumbrance (as defined in the Hong Kong Underwriting Agreement) pursuant to such
transaction, she/it will cease to be the de facto controller of the Company; and
(c) until the expiry of the Second Six-Month Period, in the event that she/it enters into any
of the transactions specified in paragraph (i), (ii) or (iii) above or offer to or agrees to
or contract to or publicly announce any intention to effect any such transaction, she/it
will take all reasonable steps to ensure that she/it will not create a disorderly or false
market in the securities of the Company.
The restrictions above shall not prevent each of the Controlling Shareholders from (i)
purchasing additional H Shares or other securities of the Company and disposing of such additional
H Shares or securities of the Company in accordance with the Listing Rules, provided that any such
purchase or disposal does not contravene the lock-up arrangements with each of the Controlling
Shareholders referred to above or the compliance by the Company with the Minimum Public Float
Requirement (as defined in the Hong Kong Underwriting Agreement), (ii) using the H Shares or
other securities of the Company or any interest therein beneficially owned by her/it as security
(including a charge or a pledge) in favor of an authorized institution (as defined in the Banking
Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan, provided that
(a) each of the Controlling Shareholders will inform the Company and the Overall Coordinators in
writing, as soon as practicable, of such pledge or charge together with the number of H Shares or
other securities of the Company so pledged or charged if and when she/it or the relevant registered
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holder(s) pledges or charges any H Shares or other securities of the Company beneficially owned
by her/it, and (b) when any of the Controlling Shareholders receives indications, either verbal or
written, from the pledgee or chargee of any H Shares that any of the pledged or charged H Shares
or other securities of the Company will be disposed of, she/it will inform, as soon as practicable,
the Company and the Overall Coordinators of such indications.
The Company undertakes to the Sole Sponsor, the Sole Sponsor-OC, the Overall Coordinators,
the Joint Global Coordinators, the CMIs, the Joint Bookrunners, the Joint Lead Managers and the
Hong Kong Underwriters that upon receiving such information in writing from any of the
Controlling Shareholders, it will, as soon as practicable and if required pursuant to the Listing Rules
and/or any other applicable Law (as defined in the Hong Kong Underwriting Agreement), notify the
Stock Exchange and/or other relevant Authorities (as defined in the Hong Kong Underwriting
Agreement), and make a public disclosure in relation to such information by way of an
announcement.
Hong Kong Underwriters’ interests in the Company
Save for their respective obligations under the Hong Kong Underwriting Agreement, as of the
Latest Practicable Date, save as disclosed in this Prospectus, none of the Hong Kong Underwriters
was interested, legally or beneficially, directly or indirectly, in any Shares or any securities of any
member of the Group or had any right or option (whether legally enforceable or not) to subscribe
for or purchase, or to nominate persons to subscribe for or purchase, any Shares or any securities
of any member of the Group.
Following the completion of the Global Offering, the Hong Kong Underwriters and their
affiliated companies may hold a certain portion of the Shares as a result of fulfilling their respective
obligations under the Hong Kong Underwriting Agreement.
International Offering
International Underwriting Agreement
In connection with the International Offering, the Company expects to enter into the
International Underwriting Agreement with, among others, the International Underwriters. Under
the International Underwriting Agreement, the International Underwriters would, subject to certain
conditions set out therein, agree severally but not jointly to procure subscribers for, or themselves
to subscribe for, their respective applicable proportions of the International Offering Shares initially
being offered pursuant to the International Offering. It is expected that the International
Underwriting Agreement may be terminated on similar grounds as the Hong Kong Underwriting
Agreement. Potential investors should note that in the event that the International Underwriting
Agreement is not entered into, the Global Offering will not proceed. See “Structure of the Global
Offering — The International Offering” in this Prospectus.
Commissions and Expenses
The Underwriters and the Capital Market Intermediaries will receive an underwriting
commission of 0.5% of the aggregate Offer Price of all the Offer Shares (the “Gross Proceeds”), out
of which they will pay any sub-underwriting commissions and other fees. In addition, the Company
may, at its sole discretion, pay to any one or more of the Underwriters and the Capital Market
Intermediaries a discretionary incentive fee of an aggregate of up to 0.3% of the Gross Proceeds.
The ratio of the fixed fees and discretionary fees payable to the Underwriters in connection with the
Global Offering is approximately 45.31%:54.69% (on the basis that the discretionary fees will be
fully paid).
For any unsubscribed Hong Kong Offer Shares reallocated to the International Offering, the
underwriting commission will not be paid to the Hong Kong Underwriters but will instead be paid,
at the rate applicable to the International Offering, and such commission will be paid to the relevant
International Underwriters.
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The aggregate underwriting commissions and fees together with the Stock Exchange listing
fees, the SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee, legal and
other professional fees and printing and all other expenses relating to the Global Offering are
estimated to be approximately HK$112.6 million (assuming an Offer Price of HK$10.18 per Offer
Share).
Sponsor’s Fees
The sponsor’s fees payable to the Sole Sponsor is HK$1,000,000 in aggregate.
Sponsor’s Independence
The Sole Sponsor satisfies the independence criteria set out in Rule 3A.07 of the Listing
Rules.
Indemnity
The Company has agreed to indemnify the Sole Sponsor, the Sole Sponsor-OC, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
Capital Market Intermediaries and the Hong Kong Underwriters for certain losses which they may
suffer or incur, including losses arising from their performance of their obligations under the Hong
Kong Underwriting Agreement and any breach by the Company of the Hong Kong Underwriting
Agreement.
ACTIVITIES BY SYNDICATE MEMBERS
The underwriters of the Hong Kong Public Offering and the International Offering (together,
the “Syndicate Members”) and their affiliates may each individually undertake a variety of
activities (as further described below) which do not form part of the underwriting process.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of commercial
and investment banking, brokerage, funds management, trading, hedging, investing and other
activities for their own account and for the account of others. In the ordinary course of their various
business activities, the Syndicate Members and their respective affiliates may purchase, sell or hold
a broad array of investments and actively trade securities, derivatives, loans, commodities,
currencies, credit default swaps and other financial instruments for their own account and for the
accounts of their customers. Such investment and trading activities may involve or relate to assets,
securities and/or instruments of the Company and/or persons and entities with relationships with the
Company and may also include swaps and other financial instruments entered into for hedging
purposes in connection with the Group’s loans and other debt.
In relation to the Shares, the activities of the Syndicate Members and their affiliates could
include acting as agent for buyers and sellers of the Shares, entering into transactions with those
buyers and sellers in a principal capacity, including as a lender to initial purchasers of the Shares
(which financing may be secured by the Shares) in the Global Offering, proprietary trading in the
Shares, and entering into over the counter or listed derivative transactions or listed or unlisted
securities transactions (including issuing securities such as derivative warrants listed on a stock
exchange) which have their underlying assets including the Shares. Such transactions may be
carried out as bilateral agreements or trades with selected counterparties. Those activities may
require hedging activity by those entities involving, directly or indirectly, the buying and selling of
the Shares, which may have a negative impact on the trading price of the 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 Shares, in baskets of securities or indices
including the Shares, in units of funds that may purchase the 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 underlying securities, whether on the Stock Exchange or on any other stock
exchange, the rules of the stock exchange may require the issuer of those securities (or one of its
affiliates or agents) to act as a market maker or liquidity provider in the security, and this will also
result in hedging activity in the Shares in most cases.
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Such activities may affect the market price or value of the Shares, the liquidity or trading
volume in the Shares and the volatility of the price of the Shares, and the extent to which this occurs
from day to day cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members will
be subject to certain restrictions, including the following:
(a) the Syndicate Members or their respective affiliates must not, in connection with the
distribution of the Offer Shares, effect any transactions (including issuing or entering
into any option or other derivative transactions relating to the Offer Shares), whether in
the open market or otherwise, with a view to stabilizing or maintaining the market price
of any of the Offer Shares at levels other than those which might otherwise prevail in
the open market; and
(b) the Syndicate Members must comply with all applicable laws and regulations, including
the market misconduct provisions of the SFO, including the provisions prohibiting
insider dealing, false trading, price rigging and stock market manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time to
time, and expect to provide in the future, investment banking and other services to the Company and
each of its affiliates for which such Syndicate Members or their respective affiliates have received
or will receive customary fees and commissions.
In addition, the Syndicate Members or their respective affiliates may provide financing to
investors to finance their subscriptions of Offer Shares in the Global Offering.
UNDERWRITING
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--- page 290 ---
THE GLOBAL OFFERING
This Prospectus is published in connection with the Hong Kong Public Offering as part of the
Global Offering.
The listing of the H Shares on the Stock Exchange is sponsored by the Sole Sponsor. The Sole
Sponsor has made an application on behalf of the Company to the Stock Exchange for the listing
of, and permission to deal in, the H Shares issued as mentioned in this Prospectus.
811,811,880 Offer Shares will initially be made available under the Global Offering
comprising:
(a) the Hong Kong Public Offering of initially 81,181,320 H Shares (subject to reallocation)
in Hong Kong as described in “— The Hong Kong Public Offering” in this section
below; and
(b) the International Offering of initially 730,630,560 H Shares (subject to reallocation)
outside the United States (including to professional and institutional investors within
Hong Kong) in offshore transactions in reliance on Regulation S, as described in the
sub-section headed “— The International Offering” in this section below.
Investors may either:
(i) apply for Hong Kong Offer Shares under the Hong Kong Public Offering; or
(ii) apply for or indicate an interest for International Offering Shares under the International
Offering,
but may not do both.
The Offer Shares will represent approximately 10% of the total Shares in issue immediately
following the completion of the Global Offering, assuming no new Shares are issued under the 2024
Share Option Scheme.
References in this Prospectus to applications, application monies or the procedure for
applications relate solely to the Hong Kong Public Offering.
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares initially offered
The Company is initially offering 81,181,320 Shares for subscription by the public in Hong
Kong at the Offer Price, representing approximately 10% of the total number of Offer Shares
initially available under the Global Offering. The number of Offer Shares initially offered under the
Hong Kong Public Offering, subject to any reallocation of Offer Shares between the International
Offering and the Hong Kong Public Offering, will represent approximately 1% of the total Shares
in issue immediately following the completion of the Global Offering (assuming no new Shares are
issued under the 2024 Share Option Scheme).
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as
to institutional and professional investors in Hong Kong. Professional investors generally include
brokers, dealers, companies (including fund managers) whose ordinary business involves dealing in
shares and other securities and corporate entities that regularly invest in shares and other securities.
Completion of the Hong Kong Public Offering is subject to the conditions set out in “—
Conditions of the Global Offering” in this section.
STRUCTURE OF THE GLOBAL OFFERING
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Allocation
Allocation of Offer Shares to investors under the Hong Kong Public Offering will be based
solely on the level of valid applications received under the Hong Kong Public Offering. The basis
of allocation may vary, depending on the number of Hong Kong Offer Shares validly applied for
by applicants. Such allocation could, where appropriate, consist of balloting, which could mean that
some applicants may receive a higher allocation than others who have applied for the same number
of Hong Kong Offer Shares, and those applicants who are not successful in the ballot may not
receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of Hong Kong Offer Shares available under the
Hong Kong Public Offering (after taking into account any reallocation referred to below) will be
divided equally into two pools: pool A and pool B (with any odd lots being allocated to pool A).
The Hong Kong Offer Shares in pool A will be allocated on an equitable basis to applicants who
have applied for Hong Kong Offer Shares with an aggregate subscription price of HK$5 million
(excluding the brokerage, the SFC transaction levy, AFRC transaction levy and the Stock Exchange
trading fee payable) or less. The Hong Kong Offer Shares in pool B will be allocated on an equitable
basis to applicants who have applied for Hong Kong Offer Shares with an aggregate subscription
price of more than HK$5 million (excluding the brokerage, the SFC transaction levy, AFRC
transaction levy and the Stock Exchange trading fee payable) and up to the total value in pool B.
Investors should be aware that applications in pool A and applications in pool B may receive
different allocation ratios. If any Hong Kong Offer Shares in one (but not both) of the pools are
unsubscribed, such unsubscribed Hong Kong Offer Shares will be transferred to the other pool to
satisfy demand in that other pool and be allocated accordingly. For the purpose of the immediately
preceding paragraph only, the “price” for Hong Kong Offer Shares means the price payable on
application therefor (without regard to the Offer Price as finally determined). Applicants can only
receive an allocation of Hong Kong Offer Shares from either pool A or pool B and not from both
pools. Multiple or suspected multiple applications under the Hong Kong Public Offering and any
application for more than 40,590,660 Hong Kong Offer Shares (being approximately 50% of the
81,181,320 Offer Shares initially available under the Hong Kong Public Offering) is liable to be
rejected.
Reallocation
The Offer Shares to be offered in the Hong Kong Public Offering and the International
Offering may, in certain circumstances, be reallocated as between these offerings at the discretion
of the Overall Coordinator. Subject to the allocation cap described in the subsequent paragraph, the
Overall Coordinator may in its 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 Coordinator 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 it deems 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 Coordinator
deem appropriate. In the event of reallocation of Offer Shares between the International Offering
and the Hong Kong Public Offering in the circumstances where (a) the International Offer Shares
are fully subscribed or oversubscribed and the Hong Kong Offer Shares are fully subscribed or
oversubscribed irrespective of the number of times, or (b) the International Offer Shares are
undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed
irrespective of the number of times, then up to 40,590,000 Offer Shares may be reallocated from
the International Offering to the Hong Kong Public Offering, so that the total number of Offer
STRUCTURE OF THE GLOBAL OFFERING
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Shares available for subscription under the Hong Kong Public Offering will increase up to
121,771,320 Offer Shares, representing approximately 15% of the number of Offer Shares initially
available under the Global Offering in accordance with Chapter 4.14 of the Guide for New Listing
Applicants.
Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the
International Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the Guide
and the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing Rules, no mandatory
clawback or reallocation mechanism is required to increase the number of Offer Shares under the
Hong Kong Public Offering to a certain percentage of the total number of Offer Shares offered
under the Global Offering.
However, if neither the Hong Kong Public Offering nor the International Offering is fully
subscribed, the Global Offering will not proceed unless the Underwriters would subscribe for or
procure subscribers to subscribe for respective applicable proportions of the Offer Shares being
offered which are not taken up under the Global Offering on the terms and conditions of this
prospectus and the underwriting agreements.
Applications
Each applicant under the Hong Kong Public Offering will be required to give an undertaking
and confirmation in the application submitted by him that he and any person(s) for whose benefit
he is making the application has not applied for or taken up, or indicated an interest for, and will
not apply for or take up, or indicate an interest for, any International Offering Shares under the
International Offering. Such applicant’s application under the International Offering is liable to be
rejected if such undertaking and/or confirmation is/are breached and/or untrue (as the case may be).
Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the Offer Price of HK$10.18 per Offer Share in addition to the
brokerage, the SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee
payable on each Offer Share, amounting to a total of HK$6,786.56 for one board lot of 660 Shares.
Further details are set out 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 International Offering will consist of an offering of initially 730,630,560 Shares,
representing approximately 90% of the total number of Offer Shares initially available under the
Global Offering (subject to reallocation). The number of Offer Shares initially offered under the
International Offering, subject to any reallocation of Offer Shares between the International
Offering and the Hong Kong Public Offering, will represent approximately 9% of the total Shares
in issue immediately following the completion of the Global Offering (assuming no new Shares are
issued under the 2024 Share Option Scheme).
Allocation
The International Offering will include selective marketing of Offer Shares to institutional and
professional investors and other investors anticipated to have a sizeable demand for such Offer
Shares. Professional investors generally include brokers, dealers, companies (including fund
managers) whose ordinary business involves dealing in shares and other securities and corporate
entities that regularly invest in shares and other securities. Allocation of Offer Shares pursuant to
the International Offering will be effected in accordance with the “book-building” process described
in “— Pricing of the Global Offering” in this section and based on a number of factors, including
the level and timing of demand, the total size of the relevant investor’s invested assets or equity
STRUCTURE OF THE GLOBAL OFFERING
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--- page 293 ---
assets in the relevant sector and whether or not it is expected that the relevant investor is likely to
buy further Offer Shares and/or hold or sell its Offer Shares after the Listing. Such allocation is
intended to result in a distribution of the Shares on a basis which would lead to the establishment
of a solid professional and institutional shareholder base to the benefit of the Group and the
Shareholders as a whole.
The Overall Coordinator (on behalf of the International Underwriters) may require any
investor who has been offered Offer Shares under the International Offering and who has made an
application under the Hong Kong Public Offering to provide sufficient information to the Overall
Coordinator so as to allow them to identify the relevant applications under the Hong Kong Public
Offering and to ensure that they are excluded from any allocation of Offer Shares under the
International Offering.
Reallocation
The total number of Offer Shares to be issued or sold pursuant to the International Offering
may change as a result of the clawback arrangement described in “— The Hong Kong Public
Offering — Reallocation” and/or any reallocation of unsubscribed Offer Shares originally included
in the Hong Kong Public Offering.
PRICING OF THE GLOBAL OFFERING
Determining the Offer Price
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. Pricing for the Offer Shares for
the purpose of the various offerings under the Global Offering will be agreed on the Price
Determination Date, which is expected to be on or before Wednesday, June 24, 2026, by agreement
between the Overall Coordinators (for themselves and on behalf of the Underwriters) and our
Company and the number of Offer Shares to be allocated under the various offerings will be
determined shortly thereafter. We will determine the Offer Price by reference to, among other factors,
the closing price of the A Shares on the Shenzhen Stock Exchange on the last trading day on or before
the Price Determination Date (which is accessible to the Shareholders and potential investors at
https://www.szse.cn/English/siteMarketData/siteMarketDatas/lookup/index.html?code=002600), and
the Offer Price will not be more than HK$10.18. The historical prices of our A Shares and trading
volume on Shenzhen Stock Exchange are set out below.
Period High Low ADTV (1)
(RMB) (RMB) (A Shares)
Year ended December 31, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007.34 4.51 62,074,556
Year ended December 31, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009.95 4.26 189,779,973
Year ended December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018.22 6.16 219,786,484
Year of 2026 (up to the Latest Practicable
Date) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018.83 12.29 172,463,067
Note:
(1) Average daily trading volume (“ADTV”) represents daily average number of the A Shares of the Company
traded over the relevant period.
The final Offer Price, the level of indications of interest in the International Offering, the level
of applications in the Hong Kong Public Offering, the basis of allocations of the Hong Kong Offer
Shares and the results of allocations in the Hong Kong Public Offering are expected to be made
available through a variety of channels in the manner described in “How to Apply for Hong Kong
Offer Shares — Publication of Results.”
STRUCTURE OF THE GLOBAL OFFERING
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--- page 294 ---
Price Payable on Application
Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the maximum Offer Price of HK$10.18 per each Hong Kong Offer
Share (plus 1% brokerage, 0.0027% SFC transaction levy, 0.00565% Stock Exchange trading fee
and 0.00015% AFRC transaction levy). If the Offer Price is less than HK$10.18, appropriate refund
payments (including the brokerage, SFC transaction levy, the Hong Kong Stock Exchange trading
fee and AFRC transaction levy attributable to the surplus application monies, without any interest)
will be made to successful applicants (subject to application channels).
If, for any reason, our Company and the Overall Coordinators (for themselves and on behalf
of the Underwriters) is unable to reach agreement on the Offer Price by 12:00 noon on Wednesday,
June 24, 2026, the Global Offering will not proceed and will lapse.
Reduction in Number of Offer Shares
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 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 websites of the Stock Exchange at
www.hkexnews.hk and the Company at www.lingyiitech.com , notices of the reduction, the
cancellation of the Global Offering and the relaunch of the Global Offering at the revised number
of Offer Shares. Such notice will also include confirmation or revision, as appropriate, of the
working capital statement and the Global Offering statistics as currently set out in the Prospectus
and any other financial information which may change materially as a result of such reduction. Our
Company will also, as soon as practicable following the decision to make such change, issue a
supplemental Prospectus updating investors of the change in the number of Offer Shares being
offered under the Global Offering. The Global Offering must first be cancelled and subsequently
relaunched on FINI pursuant to the supplemental Prospectus.
Before submitting applications for the Hong Kong Offer Shares, applicants should have regard
to the possibility that any announcement of a reduction in the number of Offer Shares may not be
made until the day which is the last day for lodging applications under the Hong Kong Public
Offering. In the absence of any such notice so published, the number of Offer Shares will not be
reduced, if agreed upon by the Overall Coordinators, for themselves and on behalf of the
Underwriters, and our Company.
In the event of a reduction in the number of Offer Shares, the Overall Coordinators (for
themselves and on behalf of the Underwriters) may, at their discretion, reallocate the number of
Offer Shares to be offered in the Hong Kong Public Offering and the International Offering. The
Offer Shares to be offered in the Hong Kong Public Offering and the Offer Shares to be offered in
the International Offering may, in certain circumstances, be reallocated between these offerings at
the discretion of the Overall Coordinators (for themselves and on behalf of the Underwriters).
Announcement of Offer Price and Basis of Allocations
The final Offer Price, 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 announced
on Thursday, June 25, 2026 on the website of the Stock Exchange at www.hkexnews.hk and on the
website of our Company at www.lingyiitech.com .
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under
the terms and conditions of the Hong Kong Underwriting Agreement and is subject to, among other
things, the Overall Coordinators (for themselves and on behalf of the Underwriters) and the
Company agreeing on the Offer Price.
STRUCTURE OF THE GLOBAL OFFERING
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The Company expects to enter into the International Underwriting Agreement relating to the
International Offering on or around the Price Determination Date.
These underwriting arrangements, including the Underwriting Agreements, are summarized in
the section headed “Underwriting” in this Prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on, among other things:
(a) the Listing Committee granting approval for the listing of, and permission to deal in, the
H Shares to be issued pursuant to the Global Offering on the Main Board of the Stock
Exchange and such approval not subsequently having been withdrawn or revoked prior
to the commencement of trading of the H Shares on the Stock Exchange;
(b) the Offer Price having been agreed between the Overall Coordinators (for themselves
and on behalf of the Underwriters) and our Company;
(c) the execution and delivery of the International Underwriting Agreement on or about the
Price Determination Date; and
(d) the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting
Agreement and the obligations of the International Underwriters under the International
Underwriting Agreement becoming and remaining unconditional and not having been
terminated in accordance with the terms of the respective agreements or otherwise, in
each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before
such dates and times).
The consummation of each of the Hong Kong Public Offering and the International Offering
is conditional upon, among other things, the other offering becoming unconditional and not having
been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the dates and times specified, the
Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of the lapse
of the Hong Kong Public Offering will be published on the websites of the Company and the Stock
Exchange at www.lingyiitech.com and www.hkexnews.hk , respectively, on the next day following
such lapse. In such a situation, all application monies will be returned, without interest, on the terms
set out in the section headed “How to Apply for Hong Kong Offer Shares — Despatch/Collection
of H Share Certificates and Refund of Application Monies” in this Prospectus. In the meantime, all
application monies will be held in separate bank account(s) with the receiving banks or other
bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong
Kong).
H Share certificates for the Offer Shares will only become valid evidence of title at 8:00 a.m.
on Friday, June 26, 2026, provided that the Global Offering has become unconditional in all respects
at or before that time.
DEALINGS IN THE H SHARES
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m.
in Hong Kong on Friday, June 26, 2026, it is expected that dealings in the H Shares on the Stock
Exchange will commence at 9:00 a.m. on Friday, June 26, 2026.
The H Shares will be traded in board lots of 660 Shares each and the stock code of the H
Shares will be 1688.
STRUCTURE OF THE GLOBAL OFFERING
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IMPORTANT NOTICE TO INVESTORS
OF HONG KONG PUBLIC OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offer and below are the procedures for application.
This Prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ”
section, and our website at www.lingyiitech.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.
APPLICATION FOR HONG KONG OFFER SHARES
Who Can Apply
You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are
applying for:
 are 18 years of age or older; and
 have a Hong Kong address (for the White Form eIPO service only) .
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the
Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the person(s)
for whose benefit you are applying for:
 are an existing Shareholder or close associates; or
 are a Director or any of his/her close associates.
Application Channels
The Hong Kong Public Offer period will begin at 9:00 a.m. on Wednesday, June 17, 2026 and
end at 12:00 noon on Tuesday, June 23, 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
White Form eIPO
service /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100www.eipo.com.hk Applicants who would like
to receive a physical H
Share certificate. Hong
Kong Offer Shares
successfully applied for
will be allotted and
issued in your own
name.
From 9:00 a.m. on
Wednesday, June 17,
2026 to 11:30 a.m. on
Tuesday, June 23, 2026,
Hong Kong time. The
latest time for
completing full payment
of application monies
will be 12:00 noon on
Tuesday, June 23, 2026,
Hong Kong time.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 297 ---
Application Channel Platform Target Investors Application Time
HKSCC EIPO channel /H1100Your broker or custodian
who is a HKSCC
Participant will submit
an electronic application
instruction(s) on your
behalf through
HKSCC’s FINI system
in accordance with your
instruction.
Applicants who would not
like to receive a
physical H Share
certificate. Hong Kong
Offer Shares
successfully applied for
will be allotted and
issued in the name of
HKSCC Nominees,
deposited directly into
CCASS and credited to
your designated HKSCC
Participant’s stock
account.
Contact your broker or
custodian for the
earliest and latest time
for giving such
instructions, as this may
vary by broker or
custodian.
The White Form eIPO 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 White Form eIPO service, once you complete payment in
respect of any application instructions given by you or for your benefit through the White Form
eIPO 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 White Form eIPO
service more than once and obtaining different application reference numbers without effecting full
payment in respect of a particular reference number will not constitute an actual application.
If you apply through the White Form eIPO service, you are deemed to have authorized the
White Form eIPO Service Provider to apply on the terms and conditions in this Prospectus, as
supplemented and amended by the terms and conditions of the White Form eIPO service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your
behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly
and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees
(acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on
your behalf and to do on your behalf all the things stated in this Prospectus and any supplement to
it.
For those applying through HKSCC EIPO channel, an actual application will be deemed to
have been made for any application instructions given by you or for your benefit to HKSCC (in
which case an application will be made by HKSCC Nominees on your behalf) provided such
application instruction has not been withdrawn or otherwise invalidated before the closing time of
the Hong Kong Public Offer.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC
Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC or
HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any breach of the
terms and conditions of this Prospectus.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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Information Required to Apply
You must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
 Full name(s) 2 as shown on your
identity document
 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 i. LEI registration document; or
ii. National identification document;
or
iii. Passport; and
 Identity document number
ii. Certificate of incorporation; or
iii. Business registration certificate;
or
iv. Other equivalent document; and
 Identity document number
Notes:
1. If you are applying through the White Form eIPO service, you are required to provide a valid e-mail address,
a contact telephone number and a Hong Kong address. You are also required to declare that the identity
information provided by you follows the requirements as described in Note 2 below. In particular, where you
cannot provide a HKID number, you must confirm that you do not hold a HKID card. The number of joint
applicants may not exceed four. If you are a firm, the applicant must be in the individual members’ names.
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 Hong Kong Offer Shares. Similarly for corporate
applicants, a LEI number must be used if an entity has a LEI certificate.
3. If the applicant is a trustee, the client identification data (“CID”) of the trustee, as set out above, will be
required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the
asset management company or the individual fund, as appropriate, which has opened a trading account with
the broker will be required, as above.
4. The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document),
the identity document’s issuing country or jurisdiction, the identity document type; and (ii), the identity
document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint
beneficial owner. If you do not include this information, the application will be treated as being made for your
benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated as
being for your benefit and you should provide the required information in your application as stated above.
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any other
stock exchange.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 299 ---
“Statutory control” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which carries
no right to participate beyond a specified amount in a distribution of either profits or capital).
For those applying through HKSCC EIPO channel, and making an application under a power
of attorney, we and the Overall Coordinators, as our agents, have discretion to consider whether to
accept it on any conditions we think fit, including evidence of the attorney’s authority.
Failing to provide any required information may result in your application being rejected.
Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100: 660 H Shares
Permitted number of Hong Kong
Offer Shares for application and
amount payable on application
successful allotment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
: Hong Kong Offer Shares are available for
application in specified board lot sizes only.
Please refer to the amount payable associated
with each specified board lot size in the table
below.
The maximum Offer Price is HK$10.18 per H
Share.
If you are applying through the HKSCC EIPO
channel, your broker or custodian may require
you to pre-fund your application in such
amount as determined by the broker or
custodian , based on the applicable laws and
regulations in Hong Kong. You are responsible
for complying with any such pre-funding
requirement imposed by your broker or
custodian with respect to the Hong Kong Offer
Shares you applied for. By instructing your
broker or custodian to apply for the Hong Kong
Offer Shares on your behalf through the
HKSCC EIPO channel, you (and, if you are
joint applicants, each of you jointly and
severally) are deemed to have instructed and
authorized HKSCC to cause HKSCC Nominees
(acting as nominee for the relevant HKSCC
Participants) to arrange payment of the final
Offer Price, brokerage, SFC transaction levy,
the Stock Exchange trading fee and the AFRC
transaction levy by debiting the relevant
nominee bank account at the Designated Bank
for your broker or custodian.
If you are applying through the White Form
eIPO service, you may refer to the table below
for the amount payable for the number of H
Shares you have selected. You must pay the
respective maximum amount payable on
application in full upon application for Hong
Kong Offer Shares.
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No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
660 6,786.56 13,200 135,731.18 198,000 2,035,967.72 2,640,000 27,146,236.39
1,320 13,573.12 19,800 203,596.77 264,000 2,714,623.63 3,300,000 33,932,795.49
1,980 20,359.67 26,400 271,462.36 330,000 3,393,279.55 6,600,000 67,865,590.98
2,640 27,146.24 33,000 339,327.95 396,000 4,071,935.46 9,900,000 101,798,386.46
3,300 33,932.80 39,600 407,193.54 462,000 4,750,591.37 13,200,000 135,731,181.95
3,960 40,719.36 46,200 475,059.14 528,000 5,429,247.28 16,500,000 169,663,977.46
4,620 47,505.92 52,800 542,924.73 594,000 6,107,903.19 19,800,000 203,596,772.95
5,280 54,292.47 59,400 610,790.33 660,000 6,786,559.10 26,400,000 271,462,363.92
5,940 61,079.03 66,000 678,655.91 1,320,000 13,573,118.20 33,000,000 339,327,954.90
6,600 67,865.59 132,000 1,357,311.82 1,980,000 20,359,677.29 40,590,660
(1) 417,380,171.09
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(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) and the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid
to the Stock Exchange (in the case of the SFC transaction levy, collected by the Stock Exchange on behalf of the SFC;
and in the case of the AFRC transaction levy, collected by the Stock Exchange on behalf of the AFRC).
Multiple Applications Prohibited
You or your joint applicant(s) shall not make more than one application for your own benefit,
except where you are a nominee and provide the information of the underlying investor in your
application as required under the paragraph headed “ — A. Application for Hong Kong Offer Shares
— 3. Information Required to Apply ” in this section. If you are suspected of submitting or cause to
submit more than one application, all of your applications will be rejected.
Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have
made an application through the White Form eIPO service or HKSCC EIPO channel, you or the
person(s) for whose benefit you have made the application shall not apply for any International
Offer Shares.
Terms and Conditions of An Application
By applying for Hong Kong Offer Shares through the White Form eIPO service or HKSCC
EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things on your
behalf):
(i) undertake to execute all relevant documents and instruct and authorize us and/or the
Overall Coordinators, as our agents, to execute any documents for you and to do on your
behalf all things necessary to register any Hong Kong Offer Shares allocated to you in
your name or in the name of HKSCC Nominees as required by the Articles of
Association, and (if you are applying through the HKSCC EIPO channel) to deposit the
allotted Hong Kong Offer Shares directly into CCASS for the credit of your designated
HKSCC Participant’s stock account on your behalf;
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(ii) confirm that you have read and understand the terms and conditions and application
procedures set out in this Prospectus and the designated website of the White Form
eIPO service (or as the case may be, the agreement you entered into with your broker
or custodian), and agree to be bound by them;
(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker or
custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC
Operational Procedures for giving application instructions to apply for Hong Kong Offer
Shares;
(iv) confirm that you are aware of the restrictions on offers and sales of H Shares set out in
this Prospectus and they do not apply to you, or the person(s) for whose benefit you have
made the application;
(v) confirm that you have read this Prospectus and any supplement to it and have relied only
on the information and representations contained therein in making your application (or
as the case may be, causing your application to be made) and will not rely on any other
information or representations;
(vi) agree that the Relevant Persons
1, the H Share Registrar and HKSCC will not be liable
for any information and representations not in this Prospectus and any supplement to it;
(vii) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit you
have made the application to us, the Relevant Persons, the H Share Registrar, HKSCC,
HKSCC Nominees, the Stock Exchange, the SFC and any other statutory regulatory or
governmental bodies or otherwise as required by laws, rules or regulations, for the
purposes under the paragraph headed “ — G. Personal Data — 3. Purposes and 4.
Transfer of personal data ” in this section;
(viii) agree (without prejudice to any other rights which you may have once your application
(or as the case may be, HKSCC Nominees’ application) has been accepted) that you will
not rescind it because of an innocent misrepresentation;
(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, any application made by you or HKSCC Nominees on your
behalf cannot be revoked once it is accepted, which will be evidenced by the notification
of the result of the ballot by the H Share Registrar by way of publication of the results
at the time and in the manner as specified in the paragraph headed “ — B. Publication of
Results ” in this section;
(x) confirm that you are aware of the situations specified in the paragraph headed “ —C .
Circumstances In Which You Will Not Be Allocated Hong Kong Offer Shares ” in this
section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it and
the resulting contract will be governed by and construed in accordance with the laws of
Hong Kong;
1 Relevant Persons would include the Sole Sponsor, the Sole Sponsor-OC, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters,
any of their or the Company’s respective directors, officers, employees, partners, agents, advisers and any other
parties involved in the Global Offering.
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(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place
outside Hong Kong that apply to your application and that neither we nor the Relevant
Persons will breach any law inside and/or outside Hong Kong as a result of the
acceptance of your offer to purchase, or any action arising from your rights and
obligations under the terms and conditions contained in this Prospectus;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not
financed directly or indirectly by the Company, any of the directors, chief executives,
substantial Shareholder(s) or existing shareholder(s) of the Company or any of its
subsidiaries or any of their respective close associates; and (b) you are not accustomed
or will not be accustomed to taking instructions from the Company, any of the directors,
chief executives, substantial shareholder(s) or existing shareholder(s) of the Company or
any of its subsidiaries or any of their respective close associates in relation to the
acquisition, disposal, voting or other disposition of the Shares registered in your name
or otherwise held by you;
(xiv) warrant that the information you have provided is true and accurate;
(xv) represent, warrant and undertake that the Offer Shares have not been and will not be
registered under the U.S. Securities Act and you and any person for whose benefit you
are applying for the Offer Shares are located outside the United States at the time the
offer for such Offer Shares was made and when the buy order for such Offer Shares was
originated and have not purchased such Offer Shares for the account or benefit of any
person in the United States or entered into any arrangement for the transfer of such Offer
Shares or any economic interest therein to any person in the United States;
(xvi) confirm that you understand that we and the Overall Coordinator 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;
(xvii) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to
you under the application;
(xviii) 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;
(xix) (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 service or by any one as your agent or by
any other person; and
(xx) (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 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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PUBLICATION OF RESULTS
Results of Allocation
You can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through the White Form eIPO service or HKSCC EIPO channel:
Website /H1100/H1100/H1100/H1100The designated results of allocation at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment) with
a “search by ID” function.
24 hours, from 11:00 p.m. on
Thursday, June 25, 2026 to
12:00 midnight on
Wednesday, July 1, 2026
(Hong Kong time)
The full list of (i) wholly or partially
successful applicants using the White
Form eIPO service and HKSCC EIPO
channel, and (ii) the number of Hong
Kong Offer Shares conditionally allotted to
them, among other things, will be
displayed on the “Allotment Results” page
of the White Form eIPO service at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ).
The Stock Exchange’s website at
www.hkexnews.hk and our website at
www.lingyiitech.com which will provide
links to the above mentioned websites of
the H Share Registrar.
No later than 11:00 p.m. on
Thursday, June 25, 2026
(Hong Kong time).
Telephone
allocation /H1100
+852 2862 8555 — the results telephone
enquiry line provided by the H Share
Registrar
between 9:00 a.m. and 6:00
p.m., on Friday, June 26,
2026, Monday, June 29,
2026, Tuesday, June 30, 2026
and Thursday, July 2, 2026
(Hong Kong time)
For those applying through HKSCC EIPO channel, you may also check with your broker or
custodian from 6:00 p.m. on Wednesday, June 24, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Wednesday, June 24, 2026 (Hong Kong time) on a 24-hour basis and should report any
discrepancies on allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the results of the final Offer Price, the level of indications of interest
in the 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.lingyiitech.com by no later than 11:00 p.m. on
Thursday, June 25, 2026 (Hong Kong time).
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CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER
SHARES
You should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Your application or the application made by HKSCC Nominees on your behalf may be
revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Overall Coordinators, the H Share Registrar and their respective agents and nominees
have full discretion to reject or accept any application, or to accept only part of any application,
without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not grant
permission to list the H Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Stock Exchange notifies us of that longer
period within three weeks of the closing date of the application lists.
4. If:
 you make multiple applications or suspected multiple applications. You may refer to the
paragraph headed “ — A. Applications for Hong Kong Offer Shares — 5. Multiple
Applications Prohibited ” in this section on what constitutes multiple applications;
 your application instruction is incomplete;
 your payment (or confirmation of funds, as the case may be) is not made correctly;
 the Underwriting Agreements do not become unconditional or are terminated;
 we or the Overall Coordinator believe that by accepting your application, it or we would
violate applicable securities or other laws, rules or regulations.
5. If there is money settlement failure for allotted H Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants
will be required to hold sufficient application funds on deposit with their Designated Bank before
balloting. After balloting of Hong Kong Offer Shares, the Receiving Bank will collect the portion
of these funds required to settle each HKSCC Participant’s actual Hong Kong Public 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 H 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.
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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.
DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
You will receive one H Share certificate for all Hong Kong Offer Shares allotted to you under
the Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO
channel where the H Share certificates will be deposited into CCASS as described below).
No temporary document of title will be issued in respect of the H Shares. No receipt will be
issued for sums paid on application.
H Share certificates will only become valid evidence of title at 8:00 a.m. on Friday, June 26,
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:
White Form eIPO service HKSCC EIPO channel
Despatch/collection of H Share certificate 2
For application of
1,000,000 Hong
Kong Offer Shares
or more /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Collection in person at from
H Share Registrar,
Computershare Hong Kong
Investor Services Limited at
Shops 1712-1716, 17th Floor,
Hopewell Centre, 183 Queen’s
Road East, Wan Chai, Hong
Kong
H Share certificate(s) will be
issued in the name of HKSCC
Nominees, deposited into
CCASS and credited to your
designated HKSCC
Participant’s stock account.
Time: from 9:00 a.m. to 1:00
p.m. on Friday, June 26, 2026
(Hong Kong time).
No action by you is required.
2 Except in the event of any Bad Weather Signals (as defined below) in force in Hong Kong in the morning on Thursday,
June 25, 2026 rendering it impossible for the relevant H Share certificates to be dispatched to HKSCC in a timely
manner, the Company shall procure the H Share Registrar to arrange for delivery of the supporting documents and
H Share certificates in accordance with the contingency arrangements as agreed between them. You may refer to “ —
E. Bad Weather Arrangements ” in this section.
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White Form eIPO service HKSCC EIPO channel
If you are an individual, you
must not authorize any other
person you. If you are a
corporate applicant, your
authorized representative must
bear a letter of authorization
from your corporation
stamped with your
corporation’s chop.
Both individuals and authorized
representatives must produce,
at the time of collection,
evidence of acceptable to the
H Share Registrar.
Note: If you do not collect your H Share
certificate(s) personally within the
time above, it/they will be sent to the
address specified in your application
instructions by ordinary post at your
own risk.
For application of
less than 1,000,000
Hong Kong Offer
Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Your H Share certificate(s) will
be sent to the address
specified in your application
instructions by ordinary post
at your own risk.
Date: Thursday, June 25, 2026
Refund mechanism for surplus application monies paid by you
Date /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Friday, June 26, 2026 Subject to the arrangement
between you and your broker
or custodian
Responsible party /H1100/H1100H Share Registrar Your broker or custodian
Application monies
paid through
single bank
account /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
White Form e-Refund payment
instructions to your
designated bank account
Your broker or custodian will
arrange refund to your
designated bank account
subject to the arrangement
between you and it
Application monies
paid through
multiple bank
accounts /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Refund cheque(s) will be
despatched to the address as
specified in your application
instructions by ordinary post
at your own risk
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BAD WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Tuesday, June 23, 2026 if, there is/are:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
 Extreme Conditions,
(collectively, “Bad Weather Signals”), in force in Hong Kong at any time between 9:00 a.m. and
12:00 noon on Tuesday, June 23, 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 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.lingyiitech.com of the revised timetable.
If a Bad Weather Signal is hoisted on Thursday, June 25, 2026, the H Share Registrar will
make appropriate arrangements for the delivery of the H Share certificates to the CCASS
Depository’s service counter so that they would be available for trading on Friday, June 26, 2026.
If a Bad Weather Signal is hoisted on Thursday, June 25, 2026, for the physical share
certificates of less than 1,000,000 H Shares issued under your name, the despatch of physical H
Share certificates will be made by ordinary post when the post office re-opens after the Bad Weather
Signal is lowered or canceled ( e.g. in the afternoon of Thursday, June 25, 2026 or on Friday, June
26, 2026).
If a Bad Weather Signal is hoisted on Friday, June 26, 2026, for the physical share certificates
of 1,000,000 Offer Shares or more issued under your name, the physical H Share certificates will
be available for collection in person at the H Share Registrar’s office after the Bad Weather Signal
is lowered or canceled ( e.g. in the afternoon of Friday, June 26, 2026 or on Monday, June 29, 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.
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 the HKSCC
Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS.
You should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
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PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by the Company, the H Share Registrar, the receiving bank and the Relevant
Persons about you in the same way as it applies to personal data about applicants other than HKSCC
Nominees. This personal data may include client identifier(s) and your identification information.
By giving application instructions to HKSCC, you acknowledge that you have read, understood and
agree to all of the terms of the Personal Information Collection Statement below.
Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of, Hong
Kong Public Offer Shares, of the policies and practices of the Company and the H Share Registrar
in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of
Hong Kong).
Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that
personal data supplied to the Company or its agents and the H Share Registrar is accurate and
up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into
or out of their names or in procuring the services of the H Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability of the
Company or the H Share Registrar to effect transfers or otherwise render their services. It may also
prevent or delay registration or transfers of Hong Kong Offer Shares which you have successfully
applied for and/or the despatch of H Share certificate(s) to which you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform the Company
and the H Share Registrar immediately of any inaccuracies in the personal data supplied.
Purposes
Your personal data may be used, held, processed, and/or stored (by whatever means) for the
following purposes:
a. processing your application and refund cheque and White Form e-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;
b. compliance with applicable laws and regulations in Hong Kong and elsewhere;
c. registering new issues or transfers into or out of the names of the holders of the H Shares
including, where applicable, HKSCC Nominees;
d. maintaining or updating the register of members of the Company;
e. verifying identities of applicants for and holders of the H Shares and identifying any
duplicate applications for the Shares;
f. facilitating Hong Kong Offer Shares balloting;
g. establishing benefit entitlements of holders of the H Shares, such as dividends, rights
issues, bonus issues, etc.;
h. distributing communications from the Company and its subsidiaries;
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i. compiling statistical information and profiles of the holder of the H Shares;
j. disclosing relevant information to facilitate claims on entitlements; and
k. any other incidental or associated purposes relating to the above and/or to enable the
Company and the H Share Registrar to discharge their obligations to applicants and
holders of the H Shares and/or regulators and/or any other purposes to which applicants
and holders of the H Shares may from time to time agree.
Transfer of personal data
Personal data held by the Company and the H Share Registrar relating to the applicants for
and holders of Hong Kong Offer Shares will be kept confidential but the Company and the H Share
Registrar may, to the extent necessary for achieving any of the above purposes, disclose, obtain or
transfer (whether within or outside Hong Kong) the personal data to, from or with any of the
following:
a. the Company’s appointed agents such as financial advisers, receiving bank and overseas
principal share registrar;
b. 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);
c. any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to the Company or the H
Share Registrar in connection with their respective business operation;
d. 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
e. 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.
Retention of personal data
The Company and the H Share Registrar will keep the personal data of the applicants and
holders of Hong Kong Offer Shares for as long as necessary to fulfill the purposes for which the
personal data were collected. Personal data which is no longer required will be destroyed or dealt
with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong
Kong).
Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether the
Company or the H Share Registrar hold their personal data, to obtain a copy of that data, and to
correct any data that is inaccurate. The Company and the H Share Registrar have the right to charge
a reasonable fee for the processing of such requests. All requests for access to data or correction
of data should be addressed to the Company and the H Share Registrar, at their registered address
disclosed in the section headed “Corporate information” in this Prospectus or as notified from time
to time, for the attention of the company secretary, or the H Share Registrar for the attention of the
privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 300 –


--- page 310 ---
The following is the text of a report set out on pages I-1 to I-2, received from the Company’ s
reporting accountants, Rongcheng (Hong Kong) CP A Limited, Certified Public Accountants, Hong
Kong, for the purpose of incorporation in this prospectus. It is prepared and addressed to the
directors of the Company and to the Sole Sponsor pursuant to the requirements of HKSIR 200
Accountants’ Reports on Historical Financial Information in Investment Circulars issued by the
Hong Kong Institute of Certified Public Accountants.
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF LINGYI ITECH (GUANGDONG) COMPANY AND GUOTAI JUNAN
CAPITAL LIMITED
Introduction
We report on the historical financial information of Lingyi iTech (Guangdong) Company (the
“Company”) and its subsidiaries (together, the “Group”) set out on pages I-3 to I-99, which
comprises the consolidated statements of financial position of the Group as at December 31, 2023,
2024 and 2025, the statements of financial position of the Company as at December 31, 2023, 2024
and 2025 and the consolidated statements of profit or loss, consolidated statements of
comprehensive income, the consolidated statements of changes in equity and the consolidated
statements of cash flows of the Group for each of the years ended December 31, 2023, 2024 and
2025 (the “Track Record Period”) and material accounting policy information and other explanatory
information (together, the “Historical Financial Information”). The Historical Financial Information
set out on pages I-3 to I-99 forms an integral part of this report, which has been prepared for
inclusion in the prospectus of the Company dated June 17, 2026 (the “Prospectus”) in connection
with the initial listing of H shares of the Company on the Main Board of The Stock Exchange of
Hong Kong Limited.
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 presentation and
preparation set out in note 1.2 to the Historical Financial Information, and for such internal control
as the directors of the Company determine is necessary to enable the preparation of the Historical
Financial Information that is free from material misstatement, whether due to fraud or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200, “Accountants’ Reports on Historical Financial
Information in Investment Circulars” issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”). This standard requires that we comply with ethical standards and plan
and perform our work to obtain reasonable assurance about whether the Historical Financial
Information is free from material misstatement.
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the reporting
accountants’ judgement, including the assessment of risks of material misstatement of the Historical
Financial Information, whether due to fraud or error. In making those risk assessments, the
reporting accountants consider internal control relevant to the entity’s preparation of Historical
Financial Information that gives a true and fair view in accordance with the basis of presentation
and preparation set out in note 1.2 to the Historical Financial Information in order to design
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control. Our work also included evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made
by the directors of the Company, as well as evaluating the overall presentation of the Historical
Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 311 ---
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 purpose of the accountants’
report, a true and fair view of the Group’s consolidated financial position as at December 31, 2023,
2024 and 2025, the Company’s financial position as at December 31, 2023, 2024 and 2025, and of
the consolidated financial performance and consolidated cash flows of the Group for the years
ended December 31, 2023, 2024 and 2025 in accordance with the basis of presentation and
preparation set out in note 1.2 to the Historical Financial Information.
Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited (the “Listing Rules”) 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 31(b) to the Historical Financial Information which contains information
about the dividends declared and paid by the Company in respect of the Track Record Period.
Rongcheng (Hong Kong) CPA Limited
Certified Public Accountants
KW AN, Shui Cheung, Esmond
Practising Certificate Number: P05371
Hong Kong
June 17, 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 312 ---
I. HISTORICAL FINANCIAL INFORMATION
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The consolidated financial statements of the Group for the Track Record Period, on which the
Historical Financial Information is based, have been prepared in accordance with the accounting
policies which conform with IFRS Accounting Standards issued by International Accounting
Standards Board (“IASB”) and were audited by Rongcheng (Hong Kong) CPA Limited in
accordance with International Standards on Auditing issued by IAASB (“Underlying Financial
Statements”).
The Historical Financial Information is presented in Renminbi (“RMB”) and all values are
rounded to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 313 ---
Consolidated statements of profit or loss
Y ear ended December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 34,154,017 44,259,533 51,428,944
Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(27,760,492) (37,866,441) (43,610,537)
Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 6,393,525 6,393,092 7,818,407
Other income and other gains, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006 207,045 374,885 349,425
Selling and distribution expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(334,970) (367,601) (398,581)
Administrative and other operating expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,623,500) (1,652,896) (2,137,430)
Research and development expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007(c) (1,815,664) (1,990,452) (2,381,587)
Provision for impairment losses on non-current assets /H11007(c) (300,340) (177,570) (198,222)
Reversal of/(provision for) impairment losses on
financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007(c) 215,437 (48,712) 1,052
Operating profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,741,533 2,530,746 3,053,064
Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007(a) (348,707) (304,163) (380,264)
Share of results of associates and joint ventures /H1100/H1100/H1100/H1100/H110016 95,216 (30,208) 60,577
Profit before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,488,042 2,196,375 2,733,377
Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008(a) (474,143) (435,642) (406,552)
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,013,899 1,760,733 2,326,825
Profit/(loss) for the year attributable to:
Owners of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,023,500 1,755,226 2,287,724
Non-controlling interests (“NCI”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(9,601) 5,507 39,101
2,013,899 1,760,733 2,326,825
Earnings per share /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012
Basic (RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.29 0.25 0.33
Diluted (RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.29 0.25 0.32
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 314 ---
Consolidated statements of comprehensive income
Y ear ended December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,013,899 1,760,733 2,326,825
Other comprehensive income/(loss) for the year,
net of tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011
Items that will be reclassified subsequently to profit or
loss:
– Other comprehensive income/(loss) from associates
under equity method /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100497 (829) (16,223)
– Exchange differences on translation of financial
information of foreign operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(19,609) (108,353) (80,398)
Item that may not be reclassified subsequently to profit
or loss:
– Equity investments at FVTOCI-net movement in fair
value reserves (non-recycling) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(33,089) (32) (5,538)
– Remeasurements of the net defined benefit
obligation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (10,545)
Total comprehensive income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,961,698 1,651,519 2,214,121
Total comprehensive income/(loss) for the year
attributable to:
Owners of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,971,299 1,646,012 2,175,058
Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(9,601) 5,507 39,063
Total comprehensive income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,961,698 1,651,519 2,214,121
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 315 ---
Consolidated statements of financial position
As at December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current assets
Investment properties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 47,690 278,089 275,232
Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 13,624,409 15,199,562 20,337,446
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014 260,672 163,171 144,781
Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 1,302,622 1,173,941 2,703,669
Interests in associates and joint ventures /H1100/H1100/H1100/H1100/H110016 525,188 569,275 796,951
Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 525,510 331,397 334,150
Other non-current financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 301,402 277,828 103,452
Deferred tax assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030(b) 630,109 676,936 732,460
Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023 824,556 977,456 1,190,064
18,042,158 19,647,655 26,618,205
Current assets
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020 5,736,087 5,859,234 7,189,891
Contract assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– 8 0
Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 10,231,407 12,824,939 15,829,762
Other current financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 313,288 255,477 1,932,780
Tax recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030(a) 22,840 32,772 66,379
Restricted bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 120,257 534,429 735,617
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 2,901,134 6,038,980 5,447,511
Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023 – – 80,225
19,325,013 25,545,831 31,282,245
Current liabilities
Short-term borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025 3,442,164 3,195,034 9,042,555
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 9,600,285 11,938,675 16,366,558
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 17,478 26,435 92,664
Lease liabilities –
current-portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027 217,760 293,626 385,133
Current taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030(a) 169,029 213,732 373,597
Bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 – 499 –
Other current financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029 – 130,183 224,006
13,446,716 15,798,184 26,484,513
Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,878,297 9,747,647 4,797,732
Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023,920,455 29,395,302 31,415,937
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 316 ---
As at December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current liabilities
Interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025 3,986,350 5,826,760 4,299,483
Other non-current payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 776,527 753,237 755,926
Bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 – 2,076,017 –
Lease liabilities – non-current portion /H1100/H1100/H1100/H1100/H1100/H110027 487,466 503,406 1,116,942
Other non-current financial liabilities /H1100/H1100/H1100/H1100/H1100/H110029 – – 544,762
Deferred tax liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030(b) 389,419 386,901 340,876
5,639,762 9,546,321 7,057,989
NET ASSETS /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,280,693 19,848,981 24,357,948
CAPITAL AND RESERVES
Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(c(i)) 1,756,179 1,756,179 1,830,829
Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,471,587 18,030,156 22,209,313
Total equity attributable to equity
shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,227,766 19,786,335 24,040,142
Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052,927 62,646 317,806
TOTAL EQUITY /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,280,693 19,848,981 24,357,948
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 317 ---
Statements of financial position of the Company
As at December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current assets
Investment properties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 104,547 99,277 94,236
Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 49,375 31,485 161,453
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,389 3,324 1,377
Interests in associates and joint ventures /H1100/H1100/H1100/H1100/H110016 178,130 198,701 215,702
Investments in subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 26,180,941 26,832,959 28,052,281
Other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 – 112,207 881,042
Other non-current financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 229,257 205,683 45,723
Deferred tax assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,360 31,360 31,561
Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 94,585 199,885
26,778,999 27,609,581 29,683,260
Current assets
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020 31,492 40,758 49,972
Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 9,717,107 10,956,224 9,603,599
Other current financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 54,451 26,882 128,967
Restricted bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 18,822 12,280 1,679
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 119,408 793,520 345,101
9,941,280 11,829,664 10,129,318
Current liabilities
Short-term borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025 289,588 182,379 132,143
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 2,141,830 1,215,189 1,364,047
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 104 13 –
Bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 – 499 –
2,431,522 1,398,080 1,496,190
Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,509,758 10,431,584 8,633,128
Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,288,757 38,041,165 38,316,388
Non-current liabilities
Interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025 257,400 237,000 383,800
Other non-current payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 4,706 5,962 –
Bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 – 2,076,017 –
262,106 2,318,979 383,800
NET ASSETS /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,026,651 35,722,186 37,932,588
CAPITAL AND RESERVES
Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031 7,008,178 7,008,178 7,306,061
Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,018,473 28,714,008 30,626,527
Total Equity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,026,651 35,722,186 37,932,588
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 318 ---
Consolidated statements of changes in equity
Share
capital
Treasury
Shares
Reserve for
equity-settled
share base
payment
Other
reserves
Exchange
reserve
Equity
component
of
convertible
bonds
Statutory
reserve
Retained
earnings Sub-totals
Non-
controlling
interests
Total
equity
Note
(Note
31(c)(i))
(Note
31(d))
(Note
31(e)(ii))
(Note
31(e)(i))
(Note
31(e)(iii))
(Note
31(e)(iv))
(Note
31(e)(v))
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,763,822 (392,039) 177,569 387,103 (41,021) – 2,255,143 13,010,922 17,161,499 88,002 17,249,501
Changes in equity for 2023:
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– –––– – 2,023,500 2,023,500 (9,601) 2,013,899
Other comprehensive loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 – – – (32,592) (19,609) – – – (52,201) – (52,201)
Total comprehensive income/(loss) for
the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (32,592) (19,609) – – 2,023,500 1,971,299 (9,601) 1,961,698
Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– –––– 528,713 (528,713) – – –
Equity-settled share-based compensation /H1100/H110028 – – 62,02 4 – – – – – 62,024 69 62,093
Forfeiture of unvested restricted shares /H1100/H1100/H110031(d) (7,643) 91,847 –––– – (84,204) – – –
Capital withdrawal by NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – –––– (41,295) (41,295)
Sale of unexercised shares under employee
stock ownership plan (“ESOP”) /H1100/H1100/H1100/H1100/H110031(d) – 8 1 –––– – 3 1 1 1 2 – 1 1 2
Dividend distribution to ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(d) – 6,690 – – – – – – 6,690 – 6,690
Vesting of shares under ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(d) – 62,993 –––– – (29,192) 33,801 – 33,801
Capital injection by NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – –––– 20,000 20,000
Dividend distribution /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(b) –– –––– – (1,017,131) (1,017,131) – (1,017,131)
Dividend distribution to NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – –––– (2,431) (2,431)
Capital injection by major shareholder /H1100/H1100/H1100 –– –––– – 9,472 9,472 (3,586) 5,886
Acquisition of a subsidiary /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – –––– 1,769 1,769
At December 31, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,756,179 (230,428) 239,593 354,511 (60,630) – 2,783,856 13,384,685 18,227,766 52,927 18,280,693
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 319 ---
Share
capital
Treasury
Shares
Reserve for
equity-settled
share base
payment
Other
reserves
Exchange
reserve
Equity
component
of
convertible
bonds
Statutory
reserve
Retained
earnings Sub-totals
Non-
controlling
interests
Total
equity
Note
(Note
31(c)(i))
(Note
31(d))
(Note
31(e)(ii))
(Note
31(e)(i))
(Note
31(e)(iii))
(Note
31(e)(iv))
(Note
31(e)(v))
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,756,179 (230,428) 239,593 354,511 (60,630) – 2,783,856 13,384,685 18,227,766 52,927 18,280,693
Changes in equity for 2024:
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– –––– – 1,755,226 1,755,226 5,507 1,760,733
Other comprehensive loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 – – – (861) (108,353) – – – (109,214) – (109,214)
Total comprehensive income/(loss) for
the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (861) (108,353) – – 1,755,226 1,646,012 5,507 1,651,519
Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– –––– 283,721 (283,721) – – –
Equity-settled share-based compensation /H1100/H110028 – – 101,08 4 – – – – – 101,084 112 101,196
Convertible bond issued /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 – – – – – 45,701 – – 45,701 – 45,701
Acquisition of NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – –––– 4,177 4,177
Repurchase of shares under ESOP /H1100/H1100/H1100/H1100/H1100/H110031(d) – (59,947) – – – – – – (59,947) – (59,947)
Sale of unexercised shares under ESOP /H1100/H1100/H110031(d) – 2 5 9 –––– – 2 4 5 5 0 4 – 5 0 4
Dividend distribution to ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(d) – 965 – – – – – – 965 – 965
Vesting of shares under ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(d) – 62,401 –––– – (29,029) 33,372 – 33,372
Dividend distribution to NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – –––– (3,027) (3,027)
Dividend distribution /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(b) –– –––– – (209,690) (209,690) – (209,690)
Capital injection by NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – –––– 2,950 2,950
Share of other reserve of associates and
joint ventures /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – 568 – – – – 568 – 568
At December 31, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,756,179 (226,750) 340,677 354,218 (168,983) 45,701 3,067,577 14,617,716 19,786,335 62,646 19,848,981
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 320 ---
Share
capital
Treasury
Shares
Reserve for
equity-settled
share base
payment
Other
reserves
Exchange
reserve
Equity
component
of
convertible
bonds
Statutory
reserve
Retained
earnings Sub-totals
Non-
controlling
interests
Total
equity
Note
(Note
31(c)(i))
(Note
31(d))
(Note
31(e)(ii))
(Note
31(e)(i))
(Note
31(e)(iii))
(Note
31(e)(iv))
(Note
31(e)(v))
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,756,179 (226,750) 340,677 354,218 (168,983) 45,701 3,067,577 14,617,716 19,786,335 62,646 19,848,981
Changes in equity for 2025:
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– –––– – 2,287,724 2,287,724 39,101 2,326,825
Other comprehensive loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 – – – (32,306) (80,360) – – – (112,666) (38) (112,704)
Total comprehensive income/(loss) for the year /H1100/H1100/H1100/H1100 – – – (32,306) (80,360) – – 2,287,724 2,175,058 39,063 2,214,121
Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– –––– 6,633 (6,633) – – –
Equity-settled share-based compensation /H1100/H1100/H1100/H1100/H1100/H1100/H110028 – – 316,338 – – – – – 316,338 570 316,908
Conversion of convertible bonds into share /H1100/H1100/H1100/H1100/H1100/H110058,543 – – – – (45,628) – 2,095,255 2,108,170 – 2,108,170
Redemption of convertible bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – (73) – – (73) – (73)
Repurchase of shares under ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(d) – (319,912) – – – – – – (319,912) – (319,912)
Dividend distribution under ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(d) – 1,937 – – – – – – 1,937 – 1,937
Repayment of capital to NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – –––– (2,550) (2,550)
Dividend distribution /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(b) –– –––– – (285,520) (285,520) – (285,520)
Dividend distribution to NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – –––– (2,611) (2,611)
Business combinations under common control /H1100/H1100/H1100/H110032(f) –– –––– – (33,483) (33,483) 4,683 (28,800)
Capital injection by NCI /H1100 /H1100 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – –––– 2,000 2,000
Exercise of share options /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,107 – –––– – 270,147 286,254 – 286,254
Vesting of shares under ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(d) – 139,374 –––– – (43,842) 95,532 – 95,532
Sale of unexercised shares under ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H110031(d) – 2 3 8 –––– – 5 5 8 7 9 6 – 7 9 6
Obligation to acquire NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032(c) –– –––– – (91,000) (91,000) – (91,000)
Acquisition of subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032 – – – – – –––– 214,005 214,005
Share of other reserve of associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (290) – – – – (290) – (290)
At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,830,829 (405,113) 657,015 321,622 (249,343) – 3,074,210 18,810,922 24,040,142 317,806 24,357,948
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 321 ---
Consolidated cash flow statements
Y ear ended December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Operating activities
Cash generated from operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022(b) 5,573,575 4,468,243 4,858,952
Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(294,824) (453,182) (426,150)
Net cash generated from operating activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,278,751 4,015,061 4,432,802
Investing activities
Proceeds from disposal of investments in associates and
joint ventures /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100245,913 4,000 –
Proceeds from disposal of financial assets at fair value
through profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 27,666 269,044
Interest received /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,698 8,255 31,532
Dividends received from associates, joint ventures and
financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,402 4,555 18,001
Proceeds from disposal of items of property, plant and
equipment, intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110080,760 1,990 22,722
Receipt of bank wealth management products and time
deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,149,312 209,755 1,296,627
Withdrawal of the deposit for derivative financial
instruments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,921 – –
Cash inflow from acquisition of subsidiaries, net of cash
acquired /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,184 –
Amounts received from related parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035(c) – 30,000 –
Payment for the purchase
of property, plant
and equipment,
intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,282,049) (3,623,127) (4,833,121)
Payments to related parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(50,000) – –
Additional capital injection in associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(27,631) (95,119) (135,181)
Payment for acquisition of subsidiaries, net of cash
acquired /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032 (4,814) – (1,849,008)
Payments for acquisition of financial assets at fair value
through profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(371,341) (3,362) (20,000)
Payment of bank wealth management products and time
deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,958,302) (283,291) (2,970,500)
Payments for acquisition of financial assets at fair value
through other comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (17,500)
Cash outflow from other investing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (11,903)
Net cash used in investing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,144,131) (3,716,494) (8,199,287)
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 322 ---
Y ear ended December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Financing activities
Proceeds from new borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022(c) 7,847,087 6,847,326 10,433,228
Proceeds from share-based payment arrangements /H1100/H1100/H1100/H1100/H1100/H110028(c)(ii) – 104,521 403,378
Cash inflow from other financing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,123 5,509 103,296
Receipts of deposits with financial institutions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110086,748 – 23,570
Proceeds from issuance of bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022(c) – 2,120,498 –
Contributions from NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,000 2,950 2,000
Contributions from the controlling shareholder /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,760 – –
Amounts received from related parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035(c) 55,000 – –
Receipts of investment deposit to NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,150 – –
Repayment of borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022(c) (8,590,049) (5,308,249) (6,487,757)
Principal and interest of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022(c) (273,755) (256,717) (324,944)
Purchase of treasury shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (59,983) (319,979)
Dividends paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,014,097) (211,830) (288,131)
Interests paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022(c) (352,899) (245,362) (222,718)
Payments of deposits with financial institutions /H1100/H1100/H1100/H1100/H1100/H1100/H1100– (227,516) –
Payment to related parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (23,500) (29,500)
Payment for acquisition of a subsidiary under common
control /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032(f) – – (28,800)
Payment for listing expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (12,180)
Cash outflow from other financing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(11,061) (13,997) (5,051)
Payment for the redemption of convertible bonds /H1100/H1100/H1100/H1100/H1100/H110022(c) – – (4,513)
Payment for fractional shares upon conversion of
convertible bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (48)
Repayment of investment deposits to NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (1,150) (2,550)
Payment for acquisition of NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (1,613) (987)
Repayment of bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022(c) (300,000) – –
Repayment to a related party /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022(c) (221,587) – –
Payment for forfeiture of unvested restricted shares /H1100/H1100/H1100/H1100/H1100(76,682) (135) (125)
Repayment of investments to NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(41,000) – –
Net cash (used in)/generated from financing activities /H1100/H1100 (2,851,262) 2,730,752 3,238,189
Net increase/(decrease) in cash and cash equivalents /H1100/H1100/H1100 283,358 3,029,319 (528,296)
Effect of exchange rate changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095,670 108,527 (63,173)
Cash and cash equivalents at the beginning of the year /H1100/H1100/H11002,522,106 2,901,134 6,038,980
Cash and cash equivalents at the end of the year /H1100/H1100/H1100/H1100/H110022(a) 2,901,134 6,038,980 5,447,511
Restricted bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100120,257 534,429 735,617
Cash at bank and on hand /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,021,391 6,573,409 6,183,128
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
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II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1 GENERAL INFORMATION, BASIS OF PREPARATION AND PRESENTATION OF HISTORICAL
FINANCIAL INFORMATION
1.1 General information
Lingyi iTech (Guangdong) Company (the “Company”) was incorporated in the People’s Republic of China (the
“PRC” or “China”) in 1975 as an enterprise owned by the whole people and reformed to a joint stock company with limited
liability under the Company Law of the PRC in 2008. The directors consider the immediate holding parent and ultimate
controlling party of the Group to be Lingsheng Investment (Jiangsu) Co., Ltd. (“Lingsheng Investment”) ( ჯ௷ҳ༟(Ϫᘽ)
ʮ̡) (formerly known as Lingsheng Investment (Shenzhen) Co., Ltd. ( ჯ௷ҳ༟(ଉέ)ʮ̡) (“Lingsheng
Investment”) and Ms. Zeng Fangqin (“Ms. Zeng”), respectively, Lingsheng Investment (Jiangsu) Co., Ltd. is established in
PRC.
The Company is principally engaged in investment holding. The Company and its subsidiaries (together, the “Group”)
are principally engaged in the business of manufacturing and sales of electronic devices, Automotive and Advanced Air
Mobility (hereinafter referred to as “Automotive and AAM”) and others.
The A shares of the Company have been listed on the Shenzhen Stock Exchange (002600) since July 2011. The
address of the Company’s registered office and its principal place of business is No. 8 Longwan Road, Jiangmen City,
Guangdong Province.
The Historical Financial Information is presented in Renminbi (“RMB”).
The statutory consolidated financial statements of the Company for the years ended December 31, 2023 prepared in
accordance with the Accounting Standards for Business Enterprises issued by the Ministry of Finance of the PRC and audited
by Da Hua Certified Public Accountants (Special General Partnership) (ה(౷ஷΥྫ)). The statutory
consolidated financial statements of the Company for the year ended December 31, 2024 and 2025 was prepared in
accordance with the Accounting Standards for Business Enterprises issued by the Ministry of Finance of the PRC and audited
by RSM China Certified Public Accountants LLP (“RSM China”). (ה(౷ஷΥྫ)).
The detailed information of particulars of principal subsidiaries was disclosed in note 1.2.
In this Historical Financial Information, certain English name of the companies referred herein represent the
management’s best effort to translate the Chinese name of the companies as no English name has been registered.
1.2 Basis of preparation and presentation of Historical Financial Information
In 2018, the Company acquired 100% equity interest in Lingyi Technology (Shenzhen) Company Limited (Ҧ
(ଉέ)ʮ̡) (“Lingyi Technology”) from three vendors (the “Acquisition”), namely Lingsheng Investment, Shangrao
Chuangkexiang Management Consulting Partnership (Limited Partnership) (ୂ၍ଣፔ༔ΥྫΆุ(Υྫ)),
formerly known as Shenzhen Lingshang Investment Partnership (Limited Partnership) (ҳ༟ΥྫΆุ(Υ
ྫ)) (“Lingshang Investment LP”) and Shangrao Jinxiangtai Management Consulting Partnership (Limited Partnership) ( ɪ
ᙘ̹ᎀୂइ၍ଣፔ༔ΥྫΆุ(Υྫ)), formerly known as Shenzhen Lingjie Investment Partnership (Limited
Partnership) ( ଉέ̹ჯ௫ҳ༟ΥྫΆุ(Υྫ)) (“Lingjie Investment LP”), by issuing new shares (the “Consideration
Shares”) as consideration. The Acquisition, constituting a major asset restructuring and a reverse acquisition under relevant
laws and regulations in the PRC, was approved by the shareholders of the Company in August 2017 and by the China
Securities Regulatory Commission (“CSRC”) in January 2018. The Company adopted its current name Lingyi iTech
(Guangdong) Company (ʮ̡) upon issuance of the Consideration Shares and completion of relevant
commercial registration and procedures.
The issue price of the Consideration Shares was RMB4.68 per share, taking into account adjustments as a result of
(a) distribution of cash dividends of RMB1 for every 10 existing shares of the Company and (b) issuance of new shares of
the Company by way of capitalisation from the capital reserve on the basis of 10 new shares for every 10 existing shares
of the Company. Such determination was in compliance with relevant rules and regulation issued by the CSRC. The number
of Consideration Shares issued was 4,429,487,177 shares, of which 4,139,524,021 shares, 196,103,812 shares and
93,859,344 shares were issued to Lingsheng Investment, Lingshang Investment LP and Lingjie investment LP respectively,
representing 61.02%, 2.89% and 1.38% of the equity interest of the Company as at the completion date of the Acquisition.
As a result of the Acquisition, Lingsheng Investment became the controlling shareholder of the Company, and accordingly,
Ms. Zeng, through holding 100%, 72.46% and 2.59% of the equity interests of Lingsheng Investment, Lingshang Investment
LP and Lingjie Investment LP respectively, became the ultimate beneficial controlling shareholder of the Company.
The Acquisition constituted a reverse acquisition under International Financial Reporting Standard (“IFRS”) 3,
Business Combinations, whereby the Company (as the legal acquirer) is identified as the accounting acquiree and Lingyi
Technology (as the legal acquiree) is identified as the accounting acquirer.
As such, this Historical Financial Information has been prepared as a continuation of the consolidated financial
statements of Lingyi Technology and its subsidiaries (the “Lingyi Technology Group”) and accordingly:
(i) The assets and liabilities of the Lingyi Technology Group are recognised and measured at their pre-
combination carrying amounts;
APPENDIX I ACCOUNTANTS’ REPORT
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(ii) The identified assets and liabilities of the Company and its original subsidiaries (“the Original Group”) are
recognised at fair value at the date of completion of the Acquisition and the consideration transferred is
measured at the fair value of the equity interest of the Company as at the date of the Acquisition. The fair value
of consideration transferred in excess of the fair value of the Original Group’s identified net assets acquired
by Lingyi Technology is recognised as goodwill;
(iii) The retained earnings and other equity balances reflect those of the Lingyi Technology Group before the
business combination; and
(iv) The equity structure (i.e. the number and type of equity interests issued) presented on this Historical Financial
Information reflects the equity structure of the legal subsidiary (the accounting acquirer) and is adjusted by
adopting reverse acquisition accounting to reflect the number of shares of the legal parent (the accounting
acquiree) issued in the Acquisition.
When applying the reverse acquisition accounting under IFRS 3 to account for the Acquisition, the results of the
Original Group have been consolidated to this Historical Financial Information since the completion date of the Acquisition.
Subsequent changes of the share capital of the Company were adjusted using the exchange ratio established during
the Acquisition to be presented on the Group’s Historical Financial Information under the share capital.
The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards issued by the
IASB. For the purpose of preparation of the Historical Financial Information, information is considered material if such
information is reasonably expected to influence decisions made by primary users of the Historical Financial Information. In
addition, the Historical Financial Information include applicable disclosures required by the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”) and by the Hong Kong Companies Ordinance.
The Historical Financial Information has been prepared on the historical cost basis except for certain financial assets
and liabilities which are stated at fair value.
It should be noted that accounting estimates and assumptions are used in preparation of the Historical Financial
Information. Although these estimates are based on management’s best knowledge and judgement of current events and
actions, actual results may ultimately differ from those estimates. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the Historical Financial Information are disclosed
in note 3.
The material accounting policy information that has been used in the preparation of this Historical Financial
Information are disclosed in note 2. These accounting policies have been consistently applied to all the periods presented
in the Historical Financial Information, unless otherwise stated.
All IFRS Accounting Standards effective for the accounting period commencing from January 1, 2025, together with
the relevant transitional provisions, have been adopted by the Group in the preparation of the Historical Financial
Information throughout the Track Record Period. The adoption of the IFRS Accounting Standards do not have significant
impact on the financial positions or results of the Group during the Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
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During the Track Record Period and at the date of this report, the parent company has direct or indirect interests in the following particulars of princ ipal subsidiaries, all of which are
private companies:
Name of subsidiary Principal activities
Place of
incorporation/
operation
Date of
incorporation/
establishment
Registered
share capital
As at December 31,
As at the date of
this report2023 2024 2025
Direct Indirect Direct Indirect Direct Indirect Direct Indirect
Zhengzhou Led Technology Co., Ltd.
(notes 1, 10 and 13) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales PRC November 6,
2015
RMB50 million 100.00% – 100.00% – 100.00% – 100.00% –
Lingyu Technology (Suzhou) Co., Ltd.
(notes 1 and 2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales PRC December 10,
2012
RMB769.55
million
100.00% – 100.00% – 100.00% – 100.00% –
Suzhou Linglue Intelligent Technology
Co., Ltd. (notes 1 and 2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales PRC April 16, 2021 RMB720 million – 100.00% – 100.00% – 100.00% – 100.00%
Shenzhen Lingtao Technology Co., Ltd.
(notes 1, 10 and 13) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales PRC May 21, 2020 RMB20 million 100.00% – 100.00% – 100.00% – 100.00% –
Shenzhen Lingpeng Intelligent
Technology Co., Ltd. (notes 1 and 3) /H1100
Production and Sales PRC November 24,
2020
RMB50 million – 100.00% – 100.00% – 100.00% – 100.00%
Shenzhen LLmachine Co., Ltd. (notes 1,
10 and 13) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales PRC May 26, 2008 RMB200 million 100.00% – 100.00% – 100.00% – 100.00% –
Salcomp (Shenzhen) Co., Ltd. (notes 1
and 2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales PRC December 31,
1997
USD68.1 million – 100.00% – 100.00% – 100.00% – 100.00%
Mianyang Weiqi Electronic Technology
Co., Ltd. (notes 1 and 4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales PRC September 28,
2002
RMB21.15
million
– 69.74% – 69.74% – 69.74% – 69.74%
Triumph Lead Electronic Technology
(Shenzhen) Co., Ltd. (notes 1, 10 and
13) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales PRC May 12, 2006 RMB216.50696
million
100.00% – 100.00% – 100.00% – 100.00% –
LS City Technology (Jiangsu) Co., Ltd.
(notes 1, 10 and 13) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales PRC December 20,
2013
RMB458 million 100.00% – 100.00% – 100.00% – 100.00% –
JPMF Jiangyi Co., Ltd. (notes 1 and 2) /H1100Production and Sales of
Electronic Components
PRC January 4,
2006
RMB403.6356
million
– 100.00% – 100.00% – 100.00% – 100.00%
A-CORE Jiangmen Electronics Co., Ltd.
(notes 1, 10 and 13) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales of
Electronic Components
PRC June 28, 2006 USD3 million – 91.50% – 91.50% – 91.50% – 91.50%
Guilin Salcomp Electronic Technology
Co., Ltd. (notes 1 and 2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales PRC July 4, 2022 RMB81.011
million
– 100.00% – 100.00% – 100.00% – 100.00%
LINGYI iTECH (GUANGDONG)
COMPANY (notes 1 and 2) /H1100/H1100/H1100/H1100/H1100/H1100
Trading PRC July 1, 1975 RMB7,306.301714
million
100.00% – 100.00% – 100.00% – 100.00% –
Dongguan Obi-di Precision Hardware
Co., Ltd. (notes 1, 10 and 13) /H1100/H1100/H1100/H1100/H1100
Production and Sales PRC September 10,
2014
RMB905 million – 100.00% – 100.00% – 100.00% – 100.00%
Shengxiang Precision Metal (Dongguan)
Co., Ltd. (notes 1 and 2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales PRC May 10, 2013 RMB240 million 100.00% – 100.00% – 100.00% – 100.00% –
Dongguan Lingjie Metal Precision
Manufacturing Technology Co., Ltd.
(notes 1, 10 and 13) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales PRC February 3,
2016
RMB300 million 100.00% – 100.00% – 100.00% – 100.00% –
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 326 ---
Name of subsidiary Principal activities
Place of
incorporation/
operation
Date of
incorporation/
establishment
Registered
share capital
As at December 31,
As at the date of
this report2023 2024 2025
Direct Indirect Direct Indirect Direct Indirect Direct Indirect
Chengdu Lingyi Technology Co., Ltd.
(notes 1 and 5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Production and Sales PRC May 19, 2014 RMB179.35856
million
100.00% – 100.00% – 100.00% – 100.00% –
TRIUMPH LEAD (SINGAPORE) PTE.
LTD. (note 7) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Trading Singapore March 21,
2020
USD78.15
million
– 100.00% – 100.00% – 100.00% – 100.00%
TLG INVESTMENT (HK) LIMITED
(note 6) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Trading Hong Kong,
China
June 4, 2015 USD4.285
million
– 100.00% – 100.00% – 100.00% – 100.00%
SALCOMP TECHNOLOGIES INDIA
PRIV ATE LIMITED (note 8) /H1100/H1100/H1100/H1100/H1100
Production and Sales India December 19,
2019
INR101.5 million – 100.00% – 100.00% – 100.00% – 100.00%
Salcomp Plc (note 9) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Investment Holding,
Trading
Finland December 14,
1998
EUR9.83273512
million
– 100.00% – 100.00% – 100.00% – 100.00%
SALCOMP MANUFACTURING INDIA
PRIV ATE LIMITED (note 8) /H1100/H1100/H1100/H1100/H1100
Production and Sales India March 28,
2006
INR1,179 million – 100.00% – 100.00% – 100.00% – 100.00%
LY INVESTMENT (HK) LIMITED
(note 6) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Trading Hong Kong,
China
May 4, 2015 USD0.9 million 100.00% – 100.00% – 100.00% – 100.00% –
APPENDIX I ACCOUNTANTS’ REPORT
– I-17 –


--- page 327 ---
Notes:
1. The official name of these entities are in Chinese. The English translation is for identification purpose only. These
subsidiaries were incorporated as limited liability companies under the law of the PRC.
2. The financial statements of these companies for the years ended December 31, 2023 and 2024 were prepared in
accordance with the Accounting Standards for Business Enterprises applicable to the enterprises in the PRC. The
financial statements of these companies for the years ended December 31, 2023 were audited by Moore, and the
financial statements for the year ended December 31, 2024 were audited by RSM China.
3. The financial statements of this company for the years ended December 31, 2023 and 2024 were prepared in
accordance with the Accounting Standards for Business Enterprises issued by the ministry of finance of the PRC and
were audited by Shenzhen Yuebao Certified Public Accountants.
4. The financial statements of this company for the years ended December 31, 2023, 2024 and 2025 were prepared in
accordance with the Accounting Standards for Business Enterprises issued by the ministry of finance of the PRC and
were audited by Chengdu Zhongli Certified Public Accountants.
5. The financial statements of this company for the years ended December 31, 2023 and 2024 were prepared in
accordance with the Accounting Standards for Business Enterprises issued by the ministry of finance of the PRC and
were audited by Chengdu Yujian Future Certified Public Accountants.
6. The statutory financial statements of these companies for the years ended December 31, 2023 and 2024 were prepared
in accordance with all applicable HKFRS Accounting Standards. The financial statements of these companies for the
year ended December 31, 2023 were audited by IMCL CPA LIMITED, and those for the year ended December 31,
2024 were audited by CL Partners CPA Limited.
7. The statutory financial statements of this company for the years ended December 31, 2023 and 2024 were prepared
in accordance with the local accounting standards and were audited by LN CO Assurance.
8. The statutory financial statements of these companies for the years ended December 31, 2023 and 2024 were prepared
in accordance with the local accounting standards and were audited by Deloitte Haskins & Sells LLP.
9. The statutory financial statements of this company, for the years ended December 31, 2023, 2024 and 2025 were
prepared in accordance with the local accounting standards and were audited by Moore Rewinet Oy.
10. The financial statements of these companies for the years ended December 31, 2023, 2024 and 2025 were prepared
in accordance with the Accounting Standards for Business Enterprises applicable to the enterprises in the PRC. The
financial statements of these companies for the years ended December 31, 2023 were audited by Moore, and the
financial statements for the year ended December 31, 2024 and 2025 were audited by RSM China.
11. The parent company is Lingyi Technology, the accounting acquirer.
12. Except for the subsidiaries of Salcomp Plc named SALCOMP TECHNOLOGIES INDIA PRIV ATE LIMITED,
Lite-On-Mobile India Private Limited and SALCOMP MANUFACTURING INDIA PRIV ATE LIMITED with
financial year end at March 31, all companies now comprising the Group have adopted December 31 as their financial
year end date.
13. As of the date of this report, except for these companies, the audited financial statements of other principal
subsidiaries for the year ended December 31, 2025 have not yet been issued.
14. Listed above subsidiaries of the Company, which in the opinion of the Group, principally affected the results of the
listed company during the Track Record Period. To give details of other subsidiaries would in the opinion of the
Group, result in the particulars of excessive length.
2 MATERIAL ACCOUNTING POLICIES
(a) Use of estimates and judgements
The preparation of Historical Financial Information in conformity with IFRS Accounting Standards requires
management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of
assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the
revision and future periods if the revision affects both current and future periods.
Judgements made by management in the application of IFRS Accounting Standards that have significant effect on the
Historical Financial Information and major sources of estimation uncertainty are discussed in note 3.
(b) Subsidiaries and non-controlling interests
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed, or has rights, to
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the
entity. The financial statements of subsidiaries are included in the Historical Financial Information from the date that control
commences until the date that control ceases. When assessing whether the Group has power, only substantive rights (held
by the Group and other parties) are considered.
APPENDIX I ACCOUNTANTS’ REPORT
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The financial statements of subsidiaries are included in the Historical Financial Information from the date that control
commences until the date that control ceases. Intra-group balances, transactions and cash flows and any unrealised profits
arising from intra-group transactions are eliminated in full in preparing the Historical Financial Information. Unrealised
losses resulting from intra-group transactions are eliminated in the same way as unrealised gains but only to the extent that
there is no evidence of impairment.
Non-controlling interests represent the equity in subsidiaries not attributable directly or indirectly to the Company,
and in respect of which the Group has not agreed any additional terms with the holders of those interests which would result
in the Group as a whole having a contractual obligation in respect of those interests that meets the definition of a financial
liability. For each business combination, the Group can elect to measure any non-controlling interests either at fair value or
at the non-controlling interests’ proportionate share of the subsidiary’s net identifiable assets.
Non-controlling interests are presented in the consolidated statement of financial position within equity, separately
from equity attributable to the equity shareholders of the Company. Non-controlling interests in the results of the Group are
presented on the face of the consolidated statement of profit or loss and other comprehensive income as an allocation of the
total profit or loss and total comprehensive income for the year between non-controlling interests and the equity shareholders
of the Company.
Changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as equity
transactions, whereby adjustments are made to the amounts of controlling and non-controlling interests within consolidated
equity to reflect the change in relative interests. Any difference between the amount of the adjustment to non-controlling
interests and any consideration paid or received is recognised in other reserve within equity attributable to owners of the
Company.
When the Group loses control of a subsidiary, it is accounted for as a disposal of the entire interest in that subsidiary,
with a resulting gain or loss being recognised in profit or loss. Any interest retained in the former subsidiary at the date when
control is lost is recognised at fair value and this amount is regarded as fair value on initial recognition of an associate, joint
venture or financial asset.
In the Company’s statement of financial position, investments in subsidiaries are stated at cost less impairment losses.
(c) Business combination and goodwill
(1) Business combination other than combinations of businesses under common control
Business combinations, other than combinations of businesses under common control, are accounted for using the
acquisition method. The consideration transferred is measured at the acquisition date fair value which is the sum of the
acquisition date fair values of assets transferred by the Group, liabilities assumed by the Group and the equity interests issued
by the Group in exchange for control of the acquiree. Acquisition-related costs are expensed as incurred.
If the business combination is achieved in stages, the previously held equity interest is remeasured at its acquisition
date fair value and any resulting gain or loss is recognised in profit or loss.
Goodwill represents the excess of:
(i) the aggregate of the fair value of the consideration transferred, the amount of any non-controlling interest in
the acquiree and the fair value of the Group’s previously held equity interest in the acquiree; over
(ii) the net fair value of the acquiree’s identifiable assets and liabilities measured as at the acquisition-date.
When (ii) is greater than (i), then this excess is recognised immediately in profit or loss as a gain on a bargain
purchase.
Goodwill is stated at cost less accumulated impairment losses. Goodwill arising on a business combination is
allocated to each cash-generating unit (“CGU”), or groups of CGUs, that is expected to benefit from the synergies of the
combination and is tested annually for impairment.
On disposal of a CGU during the year, any attributable amount of purchased goodwill is included in the calculation
of the profit or loss on disposal.
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date.
Contingent consideration classified as an asset or liability is measured at fair value with changes in fair value recognised
in profit or loss. Contingent consideration that is classified as equity is not remeasured and subsequent settlement is
accounted for within equity.
(2) Combinations of businesses under common control
The consolidated financial statements incorporate the financial statements of the entities or businesses in which the
common control combination occurs as if they had been combined from the date when the entities or businesses first came
under the control of the Group.
The net assets of the combining entities or businesses are consolidated using the existing book values from the
ultimate controlling parties’ perspective. The assets and liabilities of the acquired entity or business should be recorded at
the book values as stated in the financial statements of the controlling party. No amount is recognised as consideration for
goodwill or excess of acquirer’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent
liabilities over cost at the time of common control combination, to the extent of the continuation of the controlling party or
parties’ interests.
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The consolidated statement of profit or loss and other comprehensive income includes the results of each of the
combining businesses from the earliest date presented or since the date when the combining businesses first came under the
common control, where this is a shorter period.
The comparative amounts in the consolidated financial statements are presented as if the businesses had been
combined at the beginning of the previous reporting period or when they first came under common control, whichever is
shorter.
(d) Investments in associates and a joint venture
An associate is an entity in which the Group or Company has significant influence, but not control or joint control,
over its management, including participation in the financial and operating policy decisions.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to
the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which
exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
An investment in an associate and a joint venture is accounted for in the Historical Financial Information under the
equity method. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Group’s
share of the acquisition-date fair values of the investee’s identifiable net assets over the cost of the investment (if any).
The cost of the investment includes purchase price, other costs directly attributable to the acquisition of the
investment, and any direct investment into the associate that forms part of the Group’s equity investment. Thereafter, the
investment is adjusted for the post acquisition change in the Group’s share of the investee’s net assets and any impairment
loss relating to the investment. Any acquisition date excess over cost, the Group’s share of the post-acquisition, post-tax
results of the investees and any impairment losses for the year are recognised in the consolidated statement of profit or loss,
whereas the Group’s share of the post-acquisition post-tax items of the investees’ other comprehensive income is recognised
in the consolidated statement of profit or loss and other comprehensive income.
When the Group’s share of losses exceeds its interest in the associate, the Group’s interest is reduced to nil and
recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations
or made payments on behalf of the investee. For this purpose, the Group’s interest is the carrying amount of the investment
under the equity method, together with any other long-term interests that in substance form part of the Group’s net
investment in the associate (after applying the expected credit loss (“ECL”)) model to such other long-term interests where
applicable.
Unrealised profits and losses resulting from transactions between the Group and its associates or its joint ventures are
eliminated to the extent of the Group’s interest in the investee, except where unrealised losses provide evidence of an
impairment of the asset transferred, in which case they are recognised immediately in profit or loss.
If an investment in an associate becomes an investment in a joint venture or vice versa, the retained interest is not
remeasured. Instead, the investment continues to be accounted for under the equity method.
In all other cases, when the Group ceases to have significant influence over an associate, it is accounted for as a
disposal of the entire interest in that investee, with a resulting gain or loss being recognised in profit or loss. Any interest
retained in that former investee at the date when significant influence is lost is recognised at fair value and this amount is
regarded as the fair value on initial recognition of a financial asset.
When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the
equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised
in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to
profit or loss on the disposal of the related assets or liabilities.
When the Group increases its ownership interest in an associate or a joint venture but the Group continues to use the
equity method, goodwill is recognised at acquisition date if there is excess of the consideration paid over the share of
carrying amount of net assets attributable to the additional interests in associates or joint ventures acquired. Any excess of
share of carrying amount of net assets attributable to the additional interests in associates or joint ventures acquired over
the consideration paid are recognised in the profit or loss in the period in which the additional interest are acquired.
In the Company’s statement of financial position, investments in associates are stated in equity method.
(e) Other investments in debt and equity securities
The Group’s policies for investments in debt and equity securities, other than investments in subsidiaries, associates
and joint ventures are as follows.
Investments in debt and equity securities are recognised/derecognised on the date the Group commits to purchase/sell
the investments or they expire. Investments in debt and equity securities are initially stated at fair value plus directly
attributable transaction costs, except for those investments measured at fair value through profit or loss (“FVTPL”) for which
transaction costs are recognised directly in profit or loss. For an explanation of how the Group determines fair value of
financial instruments, see note 33(e). These investments are subsequently accounted for as follows, depending on their
classification.
APPENDIX I ACCOUNTANTS’ REPORT
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(i) Debt investment/instruments
Debt investment/instruments held by the Group are classified into one of the following measurement categories:
– amortised cost, if the investment is held for the collection of contractual cash flows which represent solely
payments of principal and interest. Interest income from the investment is calculated using the effective
interest method.
– fair value through other comprehensive income (“FVTOCI”) — recycling, if the contractual cash flows of the
investment comprises solely payments of principal and interest and the investment is held within a business
model whose objective is achieved by both the collection of contractual cash flows and sale. Changes in fair
value are recognised in other comprehensive income, except for the recognition in profit or loss of expected
credit losses, interest income (calculated using the effective interest method) and foreign exchange gains and
losses. When the investment is derecognised, the amount accumulated in other comprehensive income is
recycled from equity to profit or loss.
– FVTPL if the investment does not meet the criteria for being measured at amortised cost or FVTOCI
(recycling). Changes in the fair value of the investment (including interest) are recognised in profit or loss.
(ii) Equity investments
An investment in equity securities is classified as FVTPL unless the equity investment is not held for trading purposes
and on initial recognition of the investment the Group makes an irrevocable election to designate the investment at FVTOCI
(non-recycling) such that subsequent changes in fair value are recognised in other comprehensive income. Such elections are
made on an instrument-by-instrument basis, but may only be made if the investment meets the definition of equity from the
issuer’s perspective. Where such an election is made, the amount accumulated in other comprehensive income remains in
the fair value reserve (non-recycling) until the investment is disposed of. At the time of disposal, the amount accumulated
in the fair value reserve (non-recycling) is transferred to retained earnings. It is not recycled through profit or loss.
Dividends from an investment in equity securities, irrespective of whether classified as at FVTPL or FVTOCI, are
recognised in profit or loss as other income in accordance with the policy set out in note 2(u)(iii).
(f) Derivative financial instruments
Derivative financial instruments are recognised at fair value. At the end of each reporting period the fair value is
remeasured. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss, except where the
derivatives qualify for cash flow hedge accounting or hedges of net investment in a foreign operation, in which case
recognition of any resultant gain or loss depends on the nature of the item being hedged.
(g) Investment properties
Investment properties are land and/or buildings which are owned to earn rental income and/or for capital appreciation.
These include land held for a currently undetermined future use and property that is being constructed or developed for future
use as investment properties.
Investment properties are stated at cost less accumulated depreciation and impairment losses. Depreciation is
calculated to write off the cost of investment properties over the estimated useful lives of 20 to 50 years. Any gain or loss
arising from the retirement or disposal of an investment property is recognised in profit or loss. Rental income from
investment properties is accounted for as described in note 2(u)(v).
(h) Property, plant and equipment and construction in progress
Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses.
Gains or losses arising from the retirement or disposal of an item of property, plant and equipment are determined
as the difference between the net disposal proceeds and the carrying amount of the item and are recognised in profit or loss
on the date of retirement or disposal.
Except for freehold land, which is not depreciated, depreciation is calculated to write off the cost of items of property,
plant and equipment, less their estimated residual value, if any, using the straight-line method over their estimated useful
lives as follows:
– Buildings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020-50 years
– Ownership interests in leasehold land held for own use /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030-50 years
– Other properties leased for own use /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Over the unexpired
term of lease
– Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-10 years
– Furniture, fixtures and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-10 years
– Motor vehicles /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-10 years
– Machinery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-15 years or over
the unexpired term
of lease
APPENDIX I ACCOUNTANTS’ REPORT
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Where parts of an item of property, plant and equipment have different useful lives, the cost of the item is allocated
on a reasonable basis between the parts and each part is depreciated separately. Both the useful life of an asset and its residual
value, if any, are reviewed annually.
Construction in progress represents property, plant and equipment under construction and installation, and is stated
at cost less impairment losses. Cost comprises direct costs of construction, including borrowing costs attributable to the
construction and installation during the construction and installation period. Capitalisation of these costs ceases and the
construction in progress is transferred to property, plant and equipment when all of the activities necessary to prepare the
assets for their intended use are substantially completed.
(i) Intangible assets (other than goodwill)
Expenditure on research activities is recognised as an expense in the period in which it is incurred. Expenditure on
development activities is capitalised if the product or process is technically and commercially feasible and the Group has
sufficient resources and the intention to complete development. The expenditure capitalised includes the costs of materials,
direct labour, and an appropriate proportion of overheads and borrowing costs, where applicable. Capitalised development
costs are stated at cost less accumulated amortisation and impairment losses. Other development expenditure is recognised
as an expense in the period in which it is incurred.
The following intangible assets acquired by the Group are stated at cost less accumulated amortisation (where the
estimated useful life is finite) and impairment losses. Amortisation of an intangible asset with finite useful life is charged
to profit or loss on a straight-line basis over the asset’s estimated useful life.
The following intangible assets with finite useful lives are amortised from the date they are available for use and their
estimated useful lives are as follows:
– Software /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005-10 years
– Patent /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-10 years
– Trademark /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005-10 years
The useful life of software is estimated based on the valid period of the contracts. The useful life of each patent is
estimated based on the life cycle of the products produced by using the patent, the current situation of technology and
estimation of future development and upgrading of the technology. The useful life of trademark are estimated based on the
contractual life of the patent or the period which reflects the pattern in which the other intangible asset’s future economic
benefits are expected to be consumed.
Other than above, customer relationship and core technology acquired in a business combination are recognised at fair
value at the acquisition date. Amortisation is calculated using the straight-line method to allocate the cost of customer
relationship and core technology over the estimated useful lives of 6 to 10 years. The useful life of customer relationship
reflects the Company’s directors’ view of the average economic life of the customer relationship and is assessed by reference
to annual attrition rate. The useful lives of core technology are determined by the period for which contractual or other legal
rights are held or based on the expected economic lives, whichever is shorter.
Both the period and method of amortisation are reviewed annually.
(j) Leased assets
At inception of a contract, the Group assesses whether the 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. Control is conveyed where the customer has both the right to direct the use of the identified asset and to obtain
substantially all of the economic benefits from that use.
(i) As a lessee
Where the contract contains lease component(s) and non-lease component(s), the Group has elected not to separate
non-lease components and accounts for each lease component and any associated non-lease components as a single lease
component for all leases.
At the lease commencement date, the Group recognises a right-of-use asset and a lease liability, except for short-term
leases that have a lease term of 12 months or less and leases of low-value assets which, for the Group are primarily office
furniture. When the Group enters into a lease in respect of a low-value asset, the Group decides whether to capitalise the
lease on a lease-by-lease basis. The lease payments associated with those leases which are not capitalised are recognised as
an expense on a systematic basis over the lease term.
Where the lease is capitalised, the lease liability is initially recognised at the present value of the lease payments
payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, using a relevant incremental borrowing rate. After initial recognition, the lease liability is measured at amortised
cost and interest expense is calculated using the effective interest method.
APPENDIX I ACCOUNTANTS’ REPORT
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The right-of-use asset recognised when a lease is capitalised is initially measured at cost, which comprises the initial
amount of the lease liability plus any lease payments made at or before the commencement date, and any initial direct costs
incurred. Where applicable, the cost of the right-of-use assets also includes an estimate of costs to dismantle and remove
the underlying asset or to restore the underlying asset or the site on which it is located, discounted to their present value,
less any lease incentives received. The right-of-use asset is subsequently stated at cost less accumulated depreciation and
impairment losses.
The lease liability is remeasured when there is a change in future lease payments arising from a change in an index
or rate, or there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee,
or there is a change arising from the reassessment of whether the Group will be reasonably certain to exercise a purchase,
extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to
the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset
has been reduced to zero.
The Group presents right-of-use assets in ‘property, plant and equipment’ and presents lease liabilities separately in
the consolidated statement of financial position.
(ii) As a lessor
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating
lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to the ownership
of an underlying assets to the lessee. If this is not the case, the lease is classified as an operating lease.
When a contract contains lease and non-lease components, the Group allocates the consideration in the contract to
each component on a relative stand-alone selling price basis. The rental income from operating leases is recognised in
accordance with note 2(u)(v).
When the Group is an intermediate lessor, the sub-leases are classified as a finance lease or as an operating lease with
reference to the right-of-use asset arising from the head lease. If the head lease is a short-term lease to which the Group
applies the exemption described in note 2(j)(i), then the Group classifies the sub-lease as an operating lease.
(k) Credit losses and impairment of assets
(i) Credit losses from financial instruments
The Group recognises a loss allowance for Expected Credit Losses (ECLs) on financial assets measured at amortised
cost.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of
all expected cash shortfalls (i.e. the difference between the cash flows due to the Group in accordance with the
contract and the cash flows that the Group expects to receive).
The expected cash shortfalls are discounted using effective interest rate determined at initial recognition or an
approximation thereof for fixed-rate financial assets where the effect of discounting is material.
The maximum period considered when estimating ECLs is the maximum contractual period over which the
Group is exposed to credit risk.
In measuring ECLs, the Group takes into account reasonable and supportable information that is available
without undue cost or effort. This includes information about past events, current conditions and forecasts of future
economic conditions.
ECLs are measured on either of the following bases:
– 12-month ECLs: these are losses that are expected to result from possible default events within the 12
months after the reporting date; and
– Lifetime ECLs: these are losses that are expected to result from all possible default events over the
expected lives of the items to which the ECL model applies.
Loss allowances for trade receivables are always measured at an amount equal to lifetime ECLs. ECLs on these
financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted
for factors that are specific to the debtors and an assessment of both the current and forecast general economic
conditions at the reporting date.
For all other financial instruments, the Group recognises a loss allowance equal to 12-month ECLs unless there
has been a significant increase in credit risk of the financial instrument since initial recognition, in which case the
loss allowance is measured at an amount equal to lifetime ECLs.
APPENDIX I ACCOUNTANTS’ REPORT
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Significant increases in credit risk
In assessing whether the credit risk of a financial instrument has increased significantly since initial
recognition, the Group compares the risk of default occurring on the financial instrument assessed at the reporting
date with that assessed at the date of initial recognition. In making this reassessment, the Group considers that a
default event occurs when (i) the borrower is unlikely to pay its credit obligations to the Group in full, without
recourse by the Group to actions such as realising security (if any is held); or (ii) the financial asset is 90 days past
due. The Group considers both quantitative and qualitative information that is reasonable and supportable, including
historical experience and forward-looking information that is available without undue cost or effort.
In particular, the following information is taken into account when assessing whether credit risk has increased
significantly since initial recognition:
– failure to make payments of principal or interest on their contractually due dates;
– an actual or expected significant deterioration in a financial instrument’s external or internal credit
rating (if available);
– an actual or expected significant deterioration in the operating results of the debtor; and
– existing or forecast changes in the technological, market, economic or legal environment that have a
significant adverse effect on the debtor’s ability to meet its obligation to the Group.
Depending on the nature of the financial instruments, the assessment of a significant increase in credit risk is
performed on either an individual basis or a collective basis. When the assessment is performed on a collective basis,
the financial instruments are grouped based on shared credit risk characteristics, such as past due status and credit
risk ratings.
ECLs are remeasured at each reporting date to reflect changes in the financial instrument’s credit risk since
initial recognition. Any change in the ECL amount is recognised as an impairment gain or loss in profit or loss. The
Group recognises an impairment gain or loss for all financial instruments with a corresponding adjustment to their
carrying amount through a loss allowance account, except for investments in debt securities that are measured at
FVTOCI (recycling), for which the loss allowance is recognised in other comprehensive income and accumulated in
the fair value reserve (recycling).
Basis of calculation of interest income
Interest income recognised in accordance with note 2(u)(ii) is calculated based on the gross carrying amount
of the financial asset unless the financial asset is credit-impaired, in which case interest income is calculated based
on the amortised cost (i.e. the gross carrying amount less loss allowance) of the financial asset.
At each reporting date, the Group assesses whether a financial asset is credit-impaired. A financial asset is
credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the
financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable events:
– significant financial difficulties of the debtor;
– a breach of contract, such as a default or delinquency in interest or principal payments;
– it becoming probable that the borrower will enter into bankruptcy or other financial reorganisation;
– significant changes in the technological, market, economic or legal environment that have an adverse
effect on the debtor; or
– the disappearance of an active market for a security because of financial difficulties of the issuer.
Write-off policy
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there
is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have
assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.
Subsequent recoveries of an asset that was previously written off are recognised as a reversal of impairment
in profit or loss in the period in which the recovery occurs.
(ii) Impairment of other non-current assets
Internal and external sources of information are reviewed at the end of each reporting period to identify indications
that the following assets may be impaired or, an impairment loss previously recognised no longer exists or may have
decreased:
– property, plant and equipment, including construction in progress and right-of-use assets;
APPENDIX I ACCOUNTANTS’ REPORT
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– investment properties;
– intangible assets;
– goodwill;
– interests in associates and joint ventures in the consolidated statement of financial position; and
– investments in associates, joint ventures and subsidiaries in the Company’s statement of financial position.
If any such indication exists, the asset’s recoverable amount is estimated. In addition, for goodwill, intangible assets
that are not yet available for use and intangible assets that have indefinite useful lives, the recoverable amount is estimated
annually whether or not there is any indication of impairment.
– Calculation of recoverable amount
The recoverable amount of an asset is the greater of its fair value less costs of disposal and value in use. 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. Where an
asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is
determined for the smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit).
– Recognition of impairment losses
An impairment loss is recognised in profit or loss if the carrying amount of an asset, or the cash-generating
unit to which it belongs, exceeds its recoverable amount. Impairment losses recognised in respect of cash-generating
units are allocated to reduce the carrying amount of the assets in the unit (or group of units) on a pro rata basis, except
that the carrying value of an asset will not be reduced below its individual fair value less costs of disposal (if
measurable) or value in use (if determinable).
– Reversals of impairment losses
In respect of assets other than goodwill, an impairment loss is reversed if there has been a favorable change
in the estimates used to determine the asset’s recoverable amount and only to the extent that the asset’s carrying
amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization,
if no impairment loss had been recognised.An impairment loss in respect of goodwill is not reversed.
A reversal of an impairment loss is limited to the asset’s carrying amount that would have been determined
had no impairment loss been recognised in prior years. Reversals of impairment losses are credited to profit or loss
in the year in which the reversals are recognised.
(l) Inventories
Inventories are assets which are held for sale in the ordinary course of business, in the process of production for such
sale or in the form of materials or supplies to be consumed in the production process or in the rendering of services.
Inventories are carried at the lower of cost and net realisable value.
Cost is calculated using weighted average cost formula and comprises all costs of purchase, cost of conversion and
other costs incurred in bringing the inventories to their present location and condition.
Net realisable value 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.
When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which
the related revenue is recognised.
The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as
an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories is
recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.
(m) Trade and other receivables
A receivable is recognised when the Group has an unconditional right to receive consideration. A right to receive
consideration is unconditional if only the passage of time is required before payment of that consideration is due.
Receivables are stated at amortised cost using the effective interest method, less allowance for credit losses.
(n) Interest-bearing borrowings
Interest-bearing borrowings are measured initially at fair value less attributable transaction costs. Subsequent to
initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method. Interest
expense is recognised in accordance with the Group’s accounting policy for borrowing costs.
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(o) Trade and other payables and contract liabilities
Trade and other payables are initially recognised at fair value and are subsequently stated at amortised cost unless
the effect of discounting would be immaterial, in which case they are stated at cost.
Contract liabilities are recognised when the customer pays non-refundable consideration before the Group recognises
the related revenue. Contract liabilities would also be recognised if the Group has an unconditional right to receive
non-refundable consideration before the Group recognises the related revenue. In such cases, a corresponding receivable
would also be recognised.
When the contract includes a significant financing component, the contract balance includes interest accrued under
the effective interest method.
(p) Convertible bonds
The liability component of convertible bonds is subsequently measured at amortised cost, using the effective interest
method.
Convertible bonds containing liability and equity components. The component parts of the convertible bonds issued
by the Company are classified separately as financial liabilities and equity in accordance with the substance of the
contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will
be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own
equity instruments is an equity instrument.
At the date of issue, the fair value of the liability component is estimated by measuring the fair value of similar
liability that does not have an associated equity component.
A conversion option classified as equity is determined by deducting the amount of the liability component from the
fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and
is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the
conversion option is exercised, in which case, the balance recognised in equity together with the carrying amount of the
liability component will be transferred to share capital and retained earning as consideration for the shares issued. Where
the conversion option remains unexercised at the maturity date of the convertible note, the balance recognised in equity will
be transferred to retained profit. No gain or loss is recognised in profit or loss upon conversion or expiration of the
conversion option.
Transaction costs that relate to the issue of the convertible bonds are allocated to the liability and equity components
in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are charged directly
to equity. Transaction costs relating to the liability component are included in the carrying amount of the liability portion
and amortised over the lives of the convertible note using the effective interest method.
(q) Cash and cash equivalents and restricted bank deposits
Cash and cash equivalents comprises cash at bank and on hand, demand deposits with banks and other financial
institutions, and short-term, highly liquid investments that are readily convertible into known amounts of cash and which
are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition.
Bank deposits which are restricted to use are presented separately in Historical Financial Information as “Restricted
bank deposits”. Restricted bank deposits is excluded from cash and cash equivalents in the consolidated cash flow
statements. Cash and cash equivalents are assessed for ECLs in accordance with the policy set out in note 2(k)(i).
(r) Employee benefits
(i) Short-term employee benefits and contributions to defined contribution retirement plans
Salaries, annual bonuses, paid annual leave, contributions to defined contribution retirement plans and the cost of
non-monetary benefits are accrued in the year in which the associated services are rendered by employees. Where payment
or settlement is deferred and the effect would be material, these amounts are stated at their present values.
(ii) Share-based payments
The fair value of share options or shares granted to employees is recognised as an employee cost with a corresponding
increase in a reserve for equity-settled share-based payments within equity. The fair value is measured at grant date using
the Black-Scholes option pricing model or market price, taking into account the terms and conditions (including lock up
period) upon which the options and shares were granted. Where the employees have to meet vesting conditions before
becoming unconditionally entitled to the options or shares, the total estimated fair value of the options or shares is spread
over the vesting period, taking into account the probability that the options or shares will vest.
During the vesting period, the number of share options or shares that are expected to vest is reviewed. Any resulting
adjustment to the cumulative fair value recognised in prior years is charged/credited to the profit or loss for the year of the
review, unless the original employee expenses qualify for recognition as an asset, with a corresponding adjustment to the
reserve for equity-settled share base payment. On vesting date, the amount recognised as an expense is adjusted to reflect
the actual number of options or shares that vest (with a corresponding adjustment to the reserve for equity-settled share base
payment). The equity amount is recognised in the reserve for equity-settled share base payment until either the option is
exercised (when it is included in the amount recognised in share capital for the shares issued), the option expires (when it
is released directly to retained earnings) or the vesting conditions of the restricted shares are fulfilled (when it is released
directly to retained earnings).
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(s) Income tax
Income tax comprises current tax and deferred tax.
Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating
to the current or prior reporting period, that are unpaid at the end of the reporting period. They are calculated according to
the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable profit for the year. All
changes to current tax assets or liabilities are recognized as a component of tax expense in profit or loss.
Deferred tax is calculated using the liability method on temporary differences at the end of the reporting period
between the carrying amounts of assets and liabilities in the financial statements and their respective tax bases. Deferred tax
liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible
temporary differences, tax losses available to be carried forward as well as other unused tax credits, to the extent that it is
probable that taxable profit, including existing taxable temporary differences, will be available against which the deductible
temporary differences, unused tax losses and unused tax credits can be utilized.
Deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from initial
recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither taxable nor
accounting profit or loss and does not give rise to equal taxable and deductible temporary differences.
Deferred tax liabilities are recognized for taxable temporary differences arising on investments in subsidiaries,
associates and joint ventures, except where the Group is able to control the reversal of the temporary differences and it is
probable that the temporary differences will not reverse in the foreseeable future.
For leasing transactions in which the tax deductions are attributable to the lease liabilities, the Group applies the
requirements in IAS 12 to the lease liabilities and the related assets separately. The Group recognizes a deferred tax asset
related to the lease liabilities to the extent that it is probable that taxable profit will be available against which the deductible
temporary difference can be utilized and a deferred tax liability for all taxable temporary differences.
Deferred tax is calculated, without discounting, at tax rates that are expected to apply in the period the liability is
settled or the asset realized, provided they are enacted or substantively enacted at the end of each year for the Track Record
Period.
Changes in deferred tax assets or liabilities are recognized in profit or loss, or in other comprehensive income or
directly in equity if they relate to items that are charged or credited to other comprehensive income or directly in equity.
When different tax rates apply to different levels of taxable income, deferred tax assets and liabilities are measured
using the average tax rates that are expected to apply to the taxable income of the periods in which the temporary differences
are expected to reverse.
The determination of the average tax rates requires an estimation of (i) when the existing temporary differences will
reverse and (ii) the amount of future taxable profit in those years. The estimate of future taxable profit includes:
– income or loss excluding reversals of temporary differences; and
– reversals of existing temporary differences.
Current tax assets and current tax liabilities are presented in net if, and only if:
(a) the Group has the legally enforceable right to set off the recognized amounts; and
(b) intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
The Group presents deferred tax assets and deferred tax liabilities in net if, and only if,
(a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and
(b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation
authority on either:
(i) the same taxable entity; or
(ii) different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or
to realize 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.
(t) Provisions and contingent liabilities
Provisions are recognised when the Group has a legal or constructive obligation arising as a result of a past event,
it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be
made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to
settle the obligation.
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Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated
reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote.
Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future
events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.
(u) Revenue and other income
Income is classified by the Group as revenue when it arises from the sale of goods or the provision of services in the
ordinary course of the Group’s business.
Revenue is recognised when control over a product or service is transferred to the customer at the amount of promised
consideration to which the Group is expected to be entitled, excluding those amounts collected on behalf of third parties.
Revenue excludes value added tax or other sales taxes and is after deduction of any trade discounts.
Further details of the Group’s revenue and other income recognition policies are as follows:
(i) Sales of goods
Sales of electronic devices, Automotive and AAM are recognised at a point in time. Revenue is recognised when
control over a product is transferred to the customer.
Revenue for domestic sale of goods is recognised when the Group has delivered the products to the customers in
accordance with the contract terms and has received acceptance and other proof of receipt from the customers.
Revenue for overseas sale of goods is recognised when the Company has obtained export-related documents such as
the customs declaration form after completing export customs clearance and shipping the goods offshore or received
acceptance and other proof of receipt from the customers.
(ii) Interest income
Interest income is recognised as it accrues using the effective interest method. For financial assets measured at
amortised cost or FVTOCI (recycling) that are not credit-impaired, the effective interest rate is applied to the gross carrying
amount of the asset. For credit-impaired financial assets, the effective interest rate is applied to the amortised cost (i.e. gross
carrying amount net of loss allowance) of the asset.
(iii) Dividend income
Dividend income from investments is recognised when the shareholder’s right to receive payment is established.
(iv) Government grants
Government grants are recognised in the consolidated statements of financial position initially when there is
reasonable assurance that they will be received and that the Group will comply with the conditions attaching to them. Grants
that compensate the Group for expenses incurred are recognised as other income in profit or loss on a systematic basis in
the same periods in which the expenses are incurred. Grants that compensate the Group for the cost of an asset are recognised
as deferred income that is recognised in profit or loss over the useful life of the asset.
(v) Rental income from operating leases
Rental income receivable under operating leases is recognised in profit or loss in equal instalments over the periods
covered by the lease term, except where an alternative basis is more representative of the pattern of benefits to be derived
from the use of the leased asset. Lease incentives granted are recognised in profit or loss as an integral part of the aggregate
net lease payments receivable. 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 earned.
(v) Translation of foreign currencies
Foreign currency transactions during the year are translated at the foreign exchange rates ruling at the transaction
dates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling
at the end of the reporting period. Exchange gains and losses are recognised in profit or loss.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated
using the foreign exchange rates ruling at the transaction dates. The transaction date is the date on which the Group initially
recognises such non-monetary assets or liabilities.
The results of operations with functional currency other than RMB are translated into RMB at the exchange rates
approximating the foreign exchange rates ruling at the dates of the transactions. Statement of financial position items are
translated into RMB at the closing exchange rates at the end of the reporting period. The resulting exchange differences are
recognised in other comprehensive income and accumulated separately in equity in the exchange reserve.
On disposal of an operation with functional currency other than RMB, the cumulative amount of the exchange
differences relating to that operation is reclassified from equity to profit or loss when the profit or loss on disposal is
recognised.
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(w) Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of an asset which
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of
that asset. Other borrowing costs are expensed in the period in which they are incurred.
The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the
asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its
intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the
activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or complete.
(x) Related parties
(1) A person, or a close member of that person’s family, is related to the Group if 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 the Group’s parent.
(2) An entity is related to the Group if any of the following conditions applies:
(i) the entity and the Group are members of the same group (which means that each parent, subsidiary and
fellow subsidiary is related to the others).
(ii) one entity is an associate or joint venture of the other entity (or an associate or joint venture of a
member of a group of which the other entity is a member).
(iii) both entities 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 (1).
(vii) a person identified in (1)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity).
(viii) 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 Group’s parent.
Close members of the family of a person are those family members who may be expected to influence, or be
influenced by, that person in their dealings with the entity.
(y) Segment reporting
Operating segments, and the amounts of each segment item reported in the Historical Financial Information, are
identified from the financial information provided regularly to the Group’s most senior executive management for the
purposes of allocating resources to, and assessing the performance of, the Group’s various lines of business and geographical
locations.
Individually material operating segments are not aggregated for financial reporting purposes unless the segments have
similar economic characteristics and are similar in respect of the nature of products and services, the nature of production
processes, the type or class of customers, the methods used to distribute the products or provide the services, and the nature
of the regulatory environment. Operating segments which are not individually material may be aggregated if they share a
majority of these criteria.
3 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of Historical Financial Information requires management to make judgments, estimates and
assumptions based on currently available information that affect the reported amounts of assets, liabilities and contingent
liabilities at the date of the Historical Financial Information and reported amounts of revenues and expenses during the
reporting period. Estimates and judgments are evaluated and are based on management’s experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances. However, actual results
could differ from those estimated. By their nature, these estimates are subject to measurement uncertainty and the effect on
the Historical Financial Information of future periods could be material.
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In the process of applying the Group’s accounting policies, management has made the following judgments, estimates
and assumptions which have the most significant effect on the amounts recognised in the Historical Financial Information:
(a) Impairment of non-current assets (other than goodwill)
If circumstances indicate that the carrying value of a non-current asset may not be recoverable, the asset may be
considered “impaired”, and an impairment loss may be recognised in profit or loss. In determining whether an asset is
impaired, the Group has to exercise judgement and make estimation, particularly in assessing: (1) whether an event has
occurred or any indicators that may affect the asset value; (2) whether the carrying amount of an asset can be supported by
the recoverable amount, in the case of value in use, the net present value of future cash flows which are estimated based
upon the continued use of the asset; and (3) the appropriate key assumptions to be applied in estimating the recoverable
amounts including cash flow projections and an appropriate discount rate. When it is not possible to estimate the recoverable
amount of an individual asset (including right-of-use assets), the Group estimates the recoverable amount of the CGU to
which the assets belongs. Changing the assumptions and estimates, including the discount rates or the growth rate in the cash
flow projections, could materially affect the net present value used in the impairment test.
(b) Impairment of goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the
value in use of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires the Group
to make an estimate of the expected future cash flows from the cash-generating units and also to choose a suitable discount
rate in order to calculate the present value of those cash flows. If the management revises the gross profit rate adopted in
the calculation of future cash flows of the cash-generating units and the revised gross profit rate is lower than the gross profit
rate currently adopted, the Group may need to recognise an impairment loss of goodwill. If the management revises the
pre-tax discount rate adopted in discounting cash flows and the revised pretax discount rate is higher than the discount rate
currently adopted, the Group may need to recognise an impairment loss of goodwill.
(c) Impairment of trade receivables
The Group’s management determines the impairment of trade receivables on a forward looking basis and the expected
lifetime losses are recognised from initial recognition of the assets. The provision matrix is determined based on the Group’s
historical observed default rates over the expected life of the trade receivables with similar credit risk characteristics and
is adjusted for forward-looking estimates. In making the judgement, management considers available reasonable and
supportive forward-looking information such as actual or expected significant changes in the operating results of customers,
actual or expected significant adverse changes in business and customers’ financial position. At every reporting date the
historical observed default rates are updated and changes in the forward-looking estimates are analysed by the Group’s
management.
(d) Recognition of deferred tax assets
Assessing the recoverability of deferred tax assets requires the Group to make significant estimates related to the
expectations of future cash flows from operations and the applicable tax laws. To the extent that future cash flows and taxable
income differs significantly from estimates, the ability of the Group to realise the deferred tax assets recorded at the end of
the reporting period could be impacted. Additionally, changes in tax laws could limit the ability of the Group to obtain tax
deductions in the future.
(e) Net realisable value of inventories
Net realisable value of inventories is the estimated selling price in the ordinary course of business less estimated costs
of completion and the estimated cost necessary to make the sale. These estimates are based on the current market conditions
and the historical experience of selling products with similar nature. Any change in the assumptions would increase or
decrease the amount of inventories write-down or the related reversals of write-down made in prior years and affect the
Group’s profit or loss and net assets value.
(f) Useful lives of property, plant and equipment
Property, plant and equipment is depreciated on a straight-line basis over the estimated useful lives, after taking into
account the estimated residual value. The Group reviews the estimated useful lives of the assets regularly in order to
determine the amount of depreciation expense to be recorded during any reporting period. The useful lives are based on the
Group’s historical experience with similar assets and taking into account anticipated technological changes. The depreciation
expenses for future periods are adjusted prospectively if there are significant changes from previous estimates.
(g) Determining the lease term
As explained in policy note 2(j), the lease liability is initially recognised at the present value of the lease payments
payable over the lease term. In determining the lease term at the commencement date for leases that include renewal options
exercisable by the Group, the Group evaluates the likelihood of exercising the renewal options taking into account all
relevant facts and circumstances that create an economic incentive for the Group to exercise the option, including favourable
terms, leasehold improvements undertaken and the importance of that underlying asset to the Group’s operation. The lease
term is reassessed when there is a significant event or significant change in circumstance that is within the Group’s control.
Any increase or decrease in the lease term would affect the amount of lease liabilities and right-of-use assets recognised in
future years.
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(h) Recognition of share-based payment expense
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 significant input of expected life of the share incentive
granted, expected volatility, and risk-free rate and making assumptions about them.
For the measurement of the fair value of share-based payment transactions with employees at the grant date, the
Group uses a Black-Scholes option pricing model. The assumptions and models used for estimating fair value for share-based
payment transactions are disclosed in note 28.
4 REVENUE
The principal activities of the Group are principally engaged in the business of manufacturing and sales of electronic
devices, Automotive and AAM and others. Further details regarding the Group’s principal activities are disclosed in note 5.
Disaggregation of revenue
Disaggregation of revenue from contracts with customers by major products is as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue from contracts with customers within
the scope of IFRS15
Disaggregated by major products
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,713,172 40,779,750 44,793,218
Automotive and AAM /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,384,509 2,116,865 2,954,379
Others* /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,032,324 1,348,247 3,653,507
34,130,005 44,244,862 51,401,104
Revenue from other sources
Gross rentals from investment properties /H1100/H1100/H1100/H1100/H1100/H1100/H11005,630 12,084 22,980
Gross rentals from other properties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,382 2,587 4,860
24,012 14,671 27,840
34,154,017 44,259,533 51,428,944
* Others mainly comprise and are recognised at a point in the revenue from clean energy business.
Disaggregation of revenue from contracts with customers by the timing of revenue recognition and by geographical
markets is disclosed in notes 5(i) and 5(ii) respectively.
The Group has applied the practical expedient in paragraph 121 of IFRS 15 to its sales and service contracts such that
the above information does not include information about revenue that the Group will be entitled to when it satisfies the
remaining performance obligations under the sales or service contracts that had an original expected duration of one year
or less.
Details of credit risks arising from the customers of the Group are set out in note 33(a).
The following table shows how much of the revenue recognised during the Track Record Period relates to
carried-forward contract liabilities:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue recognised that was included in the contract
liabilities balance at the beginning of the year /H1100/H1100/H1100/H1100/H110014,732 14,603 23,548
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5 SEGMENT REPORTING
The Group manages its businesses by divisions, which are organised by business lines. In a manner consistent with
the way in which information is reported internally to the Group’s most senior executive management for the purposes of
resource allocation and performance assessment, the Group has presented the following three reportable segments.
– Electronic devices: the application of advanced precision manufacturing processes, automated production, and
intelligent technologies to provide core components and functional modules for electronic devices;
– Automotive and AAM: the intelligent manufacturing platform industry for intelligent vehicles and low-altitude
economy refers to an integrated manufacturing system that applies advanced precision processing, automated
production, and intelligent technologies to deliver core components, functional modules, and other high-
precision hardware for intelligent vehicles and low-altitude economy applications; and
– Others: the others segment represents the provision of services or sale of goods other than those involved in
above segments, mainly including logistics business, clean energy business as well as telecommunications
business.
(i) Segment results
For the purposes of assessing segment performance and allocating resources between segments, the Group’s senior
executive management monitors the results attributable to each reportable segment on the following bases:
Revenue and expenses are allocated to the reportable segments with reference to sales generated by those segments
and the expenses incurred by those segments or which otherwise arise from the depreciation of assets attributable to those
segments. However, assistance provided by one segment to another, including sharing of assets and technical know-how, is
not measured.
Information regarding the results of each reportable segment is included below. Performance is measured based on
segment gross profit, as included in the internal management reports that are reviewed by the senior executive management.
The senior executive management does not evaluate operating segments using asset information.
Disaggregation of revenue from contracts with customers by the timing of revenue recognition, as well as information
regarding the Group’s reportable segments as provided to the Group’s most senior executive management for the purposes
of resource allocation and assessment of segment performance for the Track Record Period is set out below.
For the year ended December 31, 2023
Reportable segment revenue Reportable
segment gross
profit
Provision for
impairment
losses on non-
current assetsPoint in time Over time Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Reportable segment
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,713,172 – 30,713,172 6,311,940 225,295
Automotive and AAM /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,384,509 – 1,384,509 25,651 9,400
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,032,324 24,012 2,056,336 55,934 65,645
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,130,005 24,012 34,154,017 6,393,525 300,340
For the year ended December 31, 2024
Reportable segment revenue Reportable
segment gross
profit
Provision for
impairment
losses on non-
current assetsPoint in time Over time Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Reportable segment
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,779,750 – 40,779,750 6,549,511 176,609
Automotive and AAM /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,116,865 – 2,116,865 12,717 439
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,348,247 14,671 1,362,918 (169,136) 522
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,244,862 14,671 44,259,533 6,393,092 177,570
APPENDIX I ACCOUNTANTS’ REPORT
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For the year ended December 31, 2025
Reportable segment revenue Reportable
segment gross
profit
Provision for
impairment
losses on non-
current assetsPoint in time Over time Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Reportable segment
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,793,218 – 44,793,218 7,438,891 180,820
Automotive and AAM /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,954,379 – 2,954,379 256,904 3,012
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,653,507 27,840 3,681,347 122,612 14,390
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110051,401,104 27,840 51,428,944 7,818,407 198,222
Reconciliation of reportable segment results to profit before taxation is set out below:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Reportable segment results /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,393,525 6,393,092 7,818,407
Unallocated income and expenses
– Other income and other gains, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100207,045 374,885 349,425
– Selling and distribution expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(334,970) (367,601) (398,581)
– Administrative and other operating expenses /H1100/H1100/H1100/H1100(1,623,500) (1,652,896) (2,137,430)
– Research and development expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,815,664) (1,990,452) (2,381,587)
– Provision for impairment losses on non-current
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(300,340) (177,570) (198,222)
– Reversal of/(provision for) impairment losses on
financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100215,437 (48,712) 1,052
– Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(348,707) (304,163) (380,264)
– Share of results of associates and joint ventures /H1100/H1100 95,216 (30,208) 60,577
Profit before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,488,042 2,196,375 2,733,377
(ii) Geographic information
The following table presents a summary of revenue by region based on the location of the Group’s revenue from
external customers. The geographical location is based on the place of domicile of the external customers at which the
services were provided or the goods were delivered.
Revenue from external customers
Y ear ended
December 31, 2023
Y ear ended
December 31, 2024
Y ear ended
December 31, 2025
RMB’000 RMB’000 RMB’000
Chinese Mainland /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,055,770 27,506,969 27,528,495
Overseas
– Asia (excluding Chinese Mainland)
(1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,998,832 9,629,757 12,963,885
– North America (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,678,302 5,137,676 8,759,688
– Europe (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,706,453 1,272,497 1,294,607
– Others (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100714,660 712,634 882,269
34,154,017 44,259,533 51,428,944
Notes:
(1) Primarily includes India, Vietnam, Hong Kong and Taiwan.
(2) Primarily includes the United States.
(3) Primarily includes the United Kingdom, Turkey, Ireland and Germany.
(4) Primarily includes Brazil.
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 343 ---
Information about the Group’s the investment properties and other property, plant and equipment (note 13a) is
presented based on the geographic area set out below:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Chinese Mainland /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,032,553 12,641,052 17,738,291
Overseas /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,639,546 2,836,599 2,874,387
13,672,099 15,477,651 20,612,678
(iii) Information about major customers
Revenue from customer during the Track Record Period contributing over 10% of the total revenue of the Group is
as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Customer A /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,264,647 9,757,626 9,846,307
Customer B /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A* 4,662,405 5,575,689
Customer C /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,587,329 4,989,792 6,605,592
* The corresponding revenue for the customer didn’t contribute over 10% of the total revenue of the Group
during the year.
6 OTHER INCOME AND OTHER GAINS, NET
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Loss on disposals of subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (8,266) (2,058)
Gain/(loss) on disposals of associates/joint ventures /H1100/H1100/H110022,299 – (418)
Dividends /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,155 1,517
Gain/(loss) on listed equity securities at FVTPL /H1100/H1100/H1100/H1100/H110018,742 (1,619) 20,922
(Loss)/gain on derivative financial instruments at
FVTPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(277,050) (167,756) 162,685
Gain on bank wealth management products at FVTPL
and time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110043,301 34,204 69,715
Exchange gain/(loss) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110094,296 204,108 (251,223)
Government grants* /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,729 230,783 222,801
Value added tax (“V AT”) deductions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,537 29,185 37,222
Loss on disposals of property,
plant and equipment and other non-current assets /H1100/H1100/H1100(10,927) (10,006) (5,033)
Bank interest income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110051,938 67,362 79,302
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100180 (5,265) 13,993
207,045 374,885 349,425
* For the years ended December 31, 2023, 2024 and 2025, respectively, the Group has received funding from
PRC Government regarding support mainly for employment stability and business in high-technology industry
and research and development activities carried out by the Group.
During the Track Record Period, the amount of amortised deferred government grants were approximately a
net amortisation of RMB95,100,000, RMB125,237,000 and RMB143,386,000 for the years ended
December 31, 2023, 2024 and 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


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7 PROFIT BEFORE TAXATION
Profit before taxation is arrived at after charging/(crediting):
(a) Finance costs
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest expense on bank borrowings and other
borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100304,540 264,351 298,745
Interest expense on lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,549 33,618 45,352
Interest expense on bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 6,194 36,167
Interest expense in loans from a related party /H1100/H1100/H1100/H1100/H1100/H11006,618 – –
348,707 304,163 380,264
(b) Staff costs (including directors’ emoluments)
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, wages and other benefits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,426,583 7,511,673 9,510,712
Contributions to defined contribution retirement plans /H1100/H1100 429,113 475,166 637,167
Equity-settled share-based payment expenses
(note 28) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110062,093 101,196 316,908
6,917,789 8,088,035 10,464,787
The Group participates in various pension plans organised by governments of the PRC and other countries under
which the Group is required to make monthly defined contributions to these plans based on employee’s salaries cost in
accordance with the relevant regulations.
(c) Other items
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Amortisation cost of intangible assets (note 14) /H1100/H1100/H1100/H1100/H1100/H1100143,353 115,602 64,607
Depreciation (note 13) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,097,050 2,317,558 2,642,149
– owned property, plant and equipment and investment
properties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,843,446 2,057,145 2,276,873
– right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100253,604 260,413 365,276
Auditors’ remuneration /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,064 10,643 17,051
Cost of inventories
(note 20(b)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,722,190 37,821,758 43,555,043
(Reversal of)/provision for impairment of trade
receivables and other receivables (note 22(b)) /H1100/H1100/H1100/H1100/H1100(215,437) 48,712 (1,052)
– trade and bills receivables (note 33(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(11,718) 147,316 73,883
– other receivables (note 33(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(203,719) (98,604) (74,935)
Impairment losses on non-current assets (note 5(i)) /H1100/H1100/H1100300,340 177,570 198,222
– intangible assets (note 14) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100331 3,432 4,048
– owned property, plant and equipment and investment
properties (note 13) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100234,388 45,457 151,641
– goodwill (note 15) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,621 128,681 42,533
Research and development costs* /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,815,664 1,990,452 2,381,587
Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1,538
* Research and development costs include RMB951,338,000, RMB1,089,756,000 and RMB1,345,818,000
relating to staff costs, which amount is also included in the total amounts disclosed in note 7(b), for the years
ended December 31, 2023, 2024 and 2025 respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 345 ---
8 INCOME TAX
(a) Taxation in the consolidated statements of profit or loss:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current tax
Current tax – PRC Corporate Income Tax (note (i))
Provision for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100257,187 337,475 302,825
Under-provision in respect of prior years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,712 10,406 27,079
262,899 347,881 329,904
Current tax – Hong Kong Profits Tax (note (ii))
Provision for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026,885 70,263 61,762
Under-provision in respect of prior years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 31,164
26,885 70,263 92,926
Current tax – Overseas Income Tax
Provision for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110045,493 69,804 137,862
Under/(over)-provision in respect of prior years /H1100/H1100/H1100/H1100/H1100(2) 3 (21,874)
45,491 69,807 115,988
Deferred tax
Origination and reversal of temporary differences
(note 30(b)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100138,868 (52,309) (132,266)
Total tax charged for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100474,143 435,642 406,552
(i) In accordance with relevant PRC rules and regulations, the PRC Corporate Income Tax rate applicable to the
Company and its subsidiaries in the PRC is principally 25% during the Track Record Period, unless otherwise
specified. Subsidiaries which qualified as High and New Technology Enterprises (“HNTE”) and Small and
Micro Enterprises are taxed at preferential tax rate of 15% and 20% respectively based on the relevant PRC
tax laws and regulations.
(ii) The provision for Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profits for the
Track Record Period, except for one subsidiary of the Group which is a qualifying corporation under the
two-tiered Profits Tax rate regime.
For this subsidiary, the first HK$2 million of assessable profits are taxed at 8.25% and the remaining assessable
profits are taxed at 16.5% for the Track Record Period.
(iii) Taxation for overseas subsidiaries is charged at the appropriate current rates of taxation ruling in the relevant
countries.
(iv) The Organization for Economic Co-operation and Development (“OECD”) published Pillar Two model rules
in December 2021, with the effect that a jurisdiction may enact domestic tax laws (“Pillar Two legislation”)
to implement the Pillar Two model rules on a globally agreed common approach. Pillar Two legislation applies
to a member of a multinational group within the scope of the Pillar Two model rules, which the Group is
reasonably expected to fall into. It imposes a top-up tax on profits arising in a jurisdiction whenever the
effective tax rate determined by the Pillar Two model rules on a jurisdictional basis is below a minimum rate
of 15%.
The Group has reviewed its corporate structure in light of the introduction of Pillar Two model rules in various
jurisdictions and engaged external tax specialists to assist them with applying the legislation and determining
the related impact.
Based on the assessment, the Pillar Two effective tax rates in most of the jurisdictions in which it operates are
above 15%. There are a limited number of jurisdictions where the Pillar Two effective tax rate is slightly below
15%. The Group does not expect a material exposure to Pillar Two income taxes. The Group continues to
follow Pillar Two legislative developments, as more countries prepare to enact the Pillar Two model rules, to
evaluate the potential future impact on its financial statements.
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 346 ---
(b) Reconciliation between tax expense and accounting profit at applicable tax rates:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,488,042 2,196,375 2,733,377
Notional tax on profit before taxation, calculated at the
rates applicable to profits in the jurisdictions
concerned /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100405,477 267,778 360,480
Tax effect of non-deductible expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,315 26,759 76,942
Tax effect of unused tax losses and temporary difference
not recognised /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100247,390 346,999 276,269
Tax effect of utilisation of tax losses not recognised in
prior years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,771) (49,196) (116,515)
Super deduction of research and development expenses
and others* /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(183,978) (167,107) (226,993)
Under-provision in prior years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,710 10,409 36,369
Actual tax expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100474,143 435,642 406,552
* Additional expense allowable for tax deduction is mainly arising from application of super-deduction on
qualified research and development expenses enjoyed by certain PRC subsidiaries of the Group.
During the years ended December 31, 2023, 2024 and 2025, the super-deduction rate was 100%. According to the 13th
Announcement in 2021 of the State Administration of Taxation and Ministry of Finance, the super-deduction rate of 100%
is effective from January 1, 2021.
9 DIRECTORS’ AND SUPERVISORS’ EMOLUMENTS
Certain directors of the Company received remuneration from the subsidiaries now comprising the Group during the
Track Record Period, which was included in the staff costs as disclosed in note 7(b). Directors’ and supervisors’ emoluments
during the Track Record Period are as follows:
For the year ended December 31, 2023
Directors’
fee
Salaries,
allowance
and benefits
in kind
Discretionary
bonus
Retirement
scheme
contributions
Share-based
payments Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Supervisors
Xuehua Li (appointed on February 28,
2018) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,197 490 9 – 1,696
Jianfeng Liu (appointed on February 28,
2018) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,515 588 14 715 2,832
Wei Fan (appointed on February 28,
2018) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,178 500 9 715 2,402
Independent non-executive directors
Jiancheng Liu (appointed on June 7,
2021) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001 5 0–– –– 1 5 0
Dongfang Li (appointed on September
12, 2018) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001 5 0–– –– 1 5 0
Yuanqing Cai (appointed on October 28,
2022) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001 5 0–– –– 1 5 0
Executive directors
Fangqin Zeng (appointed on February 28,
2018) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,000 542 16 – 3,558
Shuangyi Jia (appointed on April 20,
2021) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,514 750 8 1,145 3,417
Yinqi Zeng (appointed on February 28,
2018; resigned on April 27, 2023) /H1100/H1100/H1100– 480 – 3 – 483
Jun Tan (appointed on February 28,
2018) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,011 300 9 172 1,492
Jinrong Huang (appointed on May 22,
2023) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 683 50 3 125 861
450 10,578 3,220 71 2,872 17,191
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 347 ---
For the year ended December 31, 2024
Directors’
fee
Salaries,
allowance
and benefits
in kind
Discretionary
bonus
Retirement
scheme
contributions
Share-based
payments Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Supervisors
Xuehua Li (appointed on February 28,
2018; resigned on July 4, 2024) /H1100/H1100/H1100/H1100– 779 – 5 – 784
Jianfeng Liu (appointed on February 28,
2018; resigned on July 4, 2024) /H1100/H1100/H1100/H1100– 962 – 8 180 1,150
Wei Fan (appointed on February 28,
2018; resigned on July 4, 2024) /H1100/H1100/H1100/H1100– 815 – 5 180 1,000
Zhibin Wang (appointed on July 4,
2024) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,132 1,040 5 860 3,037
Jingcheng Liu (appointed on July 4,
2024) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 504 – 7 612 1,123
Lei Ma (appointed on July 4, 2024) /H1100/H1100/H1100– 447 – 4 612 1,063
Independent non-executive directors
Jiancheng Liu (appointed on June 7,
2021) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001 5 0–– –– 1 5 0
Dongfang Li (appointed on September
12, 2018; resigned on September 20,
2024) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001 1 3–– –– 1 1 3
Yuanqing Cai (appointed on October 28,
2022) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001 5 0–– –– 1 5 0
Chao Ruan (appointed on September 20,
2024) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 8–– –– 3 8
Executive directors
Fangqin Zeng (appointed on February 28,
2018) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,600 – 16 – 3,616
Shuangyi Jia (appointed on April 20,
2021) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,513 500 9 2,509 4,531
Jun Tan (appointed on February 28,
2018; resigned on July 4, 2024) /H1100/H1100/H1100/H1100– 545 – 5 43 593
Jinrong Huang (appointed on May 22,
2023) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 775 207 9 691 1,682
Bo Li (appointed on July 4, 2024) /H1100/H1100/H1100/H1100– 933 500 4 1,110 2,547
451 12,005 2,247 77 6,797 21,577
For the year ended December 31, 2025
Directors’
fee
Salaries,
allowance
and benefits
in kind
Discretionary
bonus
Retirement
scheme
contributions
Share-based
payments Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Supervisors (note)
Zhibin Wang (appointed on July 4, 2024;
resigned on July 4, 2025) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,090 – 5 2,159 3,254
Jingcheng Liu (appointed on July 4,
2024; resigned on July 4, 2025) /H1100/H1100/H1100/H1100– 571 – 9 1,697 2,277
Lei Ma (appointed on July 4, 2024;
resigned on July 4, 2025) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 527 – 5 1,697 2,229
Independent non-executive directors
Jiancheng Liu (appointed on June 7,
2021) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001 5 0–– –– 1 5 0
Yuanqing Cai (appointed on October 28,
2022) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001 5 0–– –– 1 5 0
Chao Ruan (appointed on September 20,
2024) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001 5 0–– –– 1 5 0
Non-executive director
Zhenghui Wei (appointed on September
26, 2025) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 5–– –– 3 5
Executive directors
Fangqin Zeng (appointed on February 28,
2018) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 7,173 – 16 – 7,189
Shuangyi Jia (appointed on April 20,
2021) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,496 700 11 3,882 6,089
Jinrong Huang (appointed on May 22,
2023) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 806 222 10 2,141 3,179
Bo Li (appointed on July 4, 2024;
resigned on September 8, 2025) /H1100/H1100/H1100/H1100– 1,451 – 7 3,834 5,292
485 13,114 922 63 15,410 29,994
APPENDIX I ACCOUNTANTS’ REPORT
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Note: On June 17, 2025, at the 14th meeting of the sixth session of the board of directors of the Company, the
Company resolved to no longer establish a supervisory committee and to abolish the posts of supervisors.
During the Track Record Period, there was no amount paid or payable by the Group to the directors, supervisors or
any of the five highest paid individuals as set out in note 10 below as an inducement to join or upon joining the Group or
as compensation for loss of office. There was also no arrangement under which a director or supervisor has waived or agreed
to waive any emoluments during the Track Record Period.
10 INDIVIDUAL WITH HIGHEST EMOLUMENTS
Of the five individuals with the highest emoluments of the Group, nil, one, and nil individuals are
directors/supervisors for the years ended December 31, 2023, 2024 and 2025, respectively, whose emoluments are disclosed
in note 9.
The aggregate of the emoluments in respect of the remaining individuals are as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, allowances and benefits in kind /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,064 15,406 15,022
Discretionary bonuses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,895 5,637 14,751
Retirement scheme contributions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110083 100 94
Share-based payments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028,469 12,076 54,473
40,511 33,219 84,340
The emoluments of the above individuals with the highest emoluments other than the directors/supervisors are within
the following bands:
Y ear ended December 31,
2023 2024 2025
HKD7,000,001 – HKD7,500,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021–
HKD7,500,001 – HKD8,000,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011–
HKD9,000,001 – HKD9,500,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001––
HKD10,000,001 – HKD10,500,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–1–
HKD10,500,001 – HKD11,000,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–1–
HKD13,000,001 – HKD13,500,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001––
HKD13,500,001 – HKD14,000,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––1
HKD19,000,001 – HKD19,500,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––3
HKD20,000,001 – HKD20,500,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––1
11 OTHER COMPREHENSIVE LOSS
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Before-tax amount
Exchange differences on translation of
financial information of foreign
operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(19,609) (108,353) (80,398)
Other comprehensive income/(loss) from
associates under equity method /H1100/H1100/H1100/H1100/H1100/H110016 497 (829) (16,223)
Remeasurements of the net defined benefit
obligation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (10,545)
Equity investments at FVTOCI-net
movement in fair value reserves
(non-recycling) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(38,900) (32) (5,976)
(58,012) (109,214) (113,142)
Less: tax expense
Equity investments at FVTOCI-net
movement in fair value reserves
(non-recycling) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,811 – 438
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 349 ---
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net-of-tax amount
Exchange differences on translation of
financial information of foreign
operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(19,609) (108,353) (80,398)
Other comprehensive income from
associates under equity method /H1100/H1100/H1100/H1100/H1100/H110016 497 (829) (16,223)
Remeasurements of the net defined benefit
obligation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (10,545)
Equity investments at FVTOCI-net
movement in fair value reserves
(non-recycling) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(33,089) (32) (5,538)
Other comprehensive loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(52,201) (109,214) (112,704)
12 EARNINGS PER SHARE
(a) Basic earnings per share
The calculation of basic earnings per share is based on the profit attributable to equity shareholders of the Company
divided by the weighted average number of ordinary shares in issue during the Track Record Period as follows:
(i) Profit attributable to equity shareholders of the Company
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit attributable to equity shareholders of the
Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,023,500 1,755,226 2,287,724
(ii) Weighted average number of ordinary shares
For the year ended December 31,
2023 2024 2025
’000 ’000 ’000
Issued ordinary shares at January 1, /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,038,675 7,008,178 7,008,178
Effect of convertible bond conversion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 56,485
Effect of exercise of share options /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 10,466
Effect of ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(63,619) (56,022) (67,196)
Effect of reserve for unvested restricted shares /H1100/H1100/H1100/H1100(30,497) – –
Weighted average number of ordinary shares in
issue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,944,559 6,952,156 7,007,933
(b) Diluted earnings per share
The calculation of diluted earnings per share is based on the profit attributable to equity shareholders of the Company
divided by the weighted average number of ordinary shares after adjusting for dilutive effect of the equity-settled
share-based payment scheme and convertible bonds conversion as follows:
(i) Profit attributable to equity shareholders of the Company (diluted)
For the year ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit attributable to equity shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H11002,023,500 1,755,226 2,287,724
Dilutive impact of convertible bonds conversion /H1100/H1100/H1100 – 6,194 36,167
Diluted profit attributable to equity shareholders /H1100/H1100/H11002,023,500 1,761,420 2,323,891
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 350 ---
(ii) Weighted average number of ordinary shares (diluted)
Y ear ended December 31,
2023 2024 2025
’000 ’000 ’000
Weighted average number of ordinary shares at
December 31, /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,944,559 6,952,156 7,007,933
Effect of shares for equity-settled share-based
payment scheme /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,632 46,683 126,647
Dilutive impact of convertible bonds conversion /H1100/H1100/H1100 – 38,932 177,620
Weighted average number of ordinary shares in
issue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,976,191 7,037,771 7,312,200
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 351 ---
13 INVESTMENT PROPERTIES AND OTHER PROPERTY, PLANT AND EQUIPMENT
(a) Reconciliation of carrying amount
The Group
Buildings Machinery
Motor
vehicles
Furniture,
fixtures and
equipment
Freehold
lands
Construction
in progress
Leasehold
improvements
Right-of-use
assets Sub-total
Investment
properties Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost:
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H11003,578,118 12,221,494 94,049 568,937 – 996,165 1,557,776 2,096,615 21,113,154 98,330 21,211,484
Addition through acquisition of
the subsidiaries (note 32) /H1100/H1100 – 5,532 74 36 – – 1,203 – 6,845 – 6,845
Other additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,076 986,683 5,448 30,235 – 1,499,460 276,112 223,056 3,034,070 – 3,034,070
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,054) (449,278) (13,599) (27,565) – (8,782) (111,423) – (611,701) – (611,701)
Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100303,478 875,680 – 135,912 – (1,405,757) 67,706 (2,556) (25,537) 25,537 –
Lease modification and
termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––––– – (168,089) (168,089) – (168,089)
Exchange adjustments /H1100/H1100/H1100/H1100/H11004,653 30,528 174 4,416 – 8,391 9,121 3,011 60,294 – 60,294
At December 31, 2023 and
January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,898,271 13,670,639 86,146 711,971 – 1,089,477 1,800,495 2,152,037 23,409,036 123,867 23,532,903
Addition through acquisition of
the subsidiaries (note 32) /H1100/H1100 – 2,327 10 11 – – 55 3,332 5,735 – 5,735
Other additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,019,136 6,340 38,885 – 2,700,274 159,685 287,948 4,212,268 – 4,212,268
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(21,241) (220,460) (3,613) (9,662) – (20,371) (150,133) (16,878) (442,358) – (442,358)
Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100255,217 756,775 1,824 110,091 – (1,592,403) 68,792 – (399,704) 399,704 –
Lease modification and
termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––––– – (93,649) (93,649) – (93,649)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100(5,972) (61,840) (207) (11,964) – (5,599) (15,342) (14) (100,938) – (100,938)
At December 31, 2024 and
January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,126,275 15,166,577 90,500 839,332 – 2,171,378 1,863,552 2,332,776 26,590,390 523,571 27,113,961
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 352 ---
Buildings Machinery
Motor
vehicles
Furniture,
fixtures and
equipment
Freehold
lands
Construction
in progress
Leasehold
improvements
Right-of-use
assets Sub-total
Investment
properties Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost:
At December 31, 2024 and
January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,126,275 15,166,577 90,500 839,332 – 2,171,378 1,863,552 2,332,776 26,590,390 523,571 27,113,961
Addition through acquisition of
the subsidiaries (note 32) /H1100/H1100678,423 630,795 19,378 13,768 21,423 28,656 18,433 363,234 1,774,110 972 1,775,082
Other additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,151,409 9,847 36,663 – 4,256,339 63,889 673,682 6,191,829 – 6,191,829
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (331,754) (7,975) (7,887) – (43,100) (553,321) – (944,037) – (944,037)
Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100951,939 1,874,531 – 186,879 – (3,336,249) 384,317 32 61,449 (61,449) –
Lease modification and
termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––––– – 213,920 213,920 – 213,920
Exchange adjustments /H1100/H1100/H1100/H1100/H1100(42,823) (99,448) (115) (36,073) – (18,806) (2,428) (5,849) (205,542) – (205,542)
At December 31, 2025 /H1100/H1100/H1100/H1100/H11005,713,814 18,392,110 111,635 1,032,682 21,423 3,058,218 1,774,442 3,577,795 33,682,119 463,094 34,145,213
Accumulated depreciation
and impairment:
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100826,535 5,389,005 66,773 354,912 – 15,673 848,942 551,377 8,053,217 51,806 8,105,023
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100170,233 1,213,693 8,670 74,412 – – 372,938 253,604 2,093,550 3,500 2,097,050
Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(19,245) (3,985) – (615) – 4,600 – (1,626) (20,871) 20,871 –
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,054) (336,274) (12,157) (24,401) – (2,402) (91,009) – (467,297) – (467,297)
Impairment loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100111 212,937 179 228 – 20,933 – – 234,388 – 234,388
Lease modification and
termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––––– – (136,518) (136,518) – (136,518)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100650 18,220 84 2,428 – – 5,706 1,070 28,158 – 28,158
At December 31, 2023 and
January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100977,230 6,493,596 63,549 406,964 – 38,804 1,136,577 667,907 9,784,627 76,177 9,860,804
APPENDIX I ACCOUNTANTS’ REPORT
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Buildings Machinery
Motor
vehicles
Furniture,
fixtures and
equipment
Freehold
lands
Construction
in progress
Leasehold
improvements
Right-of-use
assets Sub-total
Investment
properties Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Accumulated depreciation
and impairment:
At December 31, 2023 and
January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100977,230 6,493,596 63,549 406,964 – 38,804 1,136,577 667,907 9,784,627 76,177 9,860,804
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100224,414 1,368,565 8,703 93,710 – – 356,865 260,413 2,312,670 4,888 2,317,558
Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(164,417) (74,824) – (37) – 74,861 – – (164,417) 164,417 –
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(19,862) (195,389) (3,266) (8,164) – (20,371) (139,939) (16,878) (403,869) – (403,869)
Impairment loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,971 29,352 58 76 – – – – 45,457 – 45,457
Lease modification and
termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––––– – (123,252) (123,252) – (123,252)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100(686) (42,395) (149) (6,048) – – (10,948) (162) (60,388) – (60,388)
At December 31, 2024 and
January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,032,650 7,578,905 68,895 486,501 – 93,294 1,342,555 788,028 11,390,828 245,482 11,636,310
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100201,110 1,581,770 8,096 94,124 – – 368,058 365,276 2,618,434 23,715 2,642,149
Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110081,324 (106,580) – – – 106,580 – 11 81,335 (81,335) –
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (303,976) (7,147) (7,260) – (1,436) (465,213) – (785,032) – (785,032)
Impairment loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100222 144,850 456 6,113 – – – – 151,641 – 151,641
Lease modification and
termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––––– – (55,152) (55,152) – (55,152)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100(10,287) (31,761) (32) (12,555) – – 3 (2,749) (57,381) – (57,381)
At December 31, 2025 /H1100/H1100/H1100/H1100/H11001,305,019 8,863,208 70,268 566,923 – 198,438 1,245,403 1,095,414 13,344,673 187,862 13,532,535
Net book value:
At December 31, 2023 /H1100/H1100/H1100/H1100/H11002,921,041 7,177,043 22,597 305,007 – 1,050,673 663,918 1,484,130 13,624,409 47,690 13,672,099
At December 31, 2024 /H1100/H1100/H1100/H1100/H11003,093,625 7,587,672 21,605 352,831 – 2,078,084 520,997 1,544,748 15,199,562 278,089 15,477,651
At December 31, 2025 /H1100/H1100/H1100/H1100/H11004,408,795 9,528,902 41,367 465,759 21,423 2,859,780 529,039 2,482,381 20,337,446 275,232 20,612,678
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 354 ---
The Company
Buildings Machinery
Motor
vehicles
Furniture,
fixtures and
equipment
Construction
in progress
Leasehold
improvements
Right-of-use
assets Sub-total
Investment
properties Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost:
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052,432 59,103 12,326 843 – 13,024 34,193 171,921 152,949 324,870
Other additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– 1 7–––– 1 7– 1 7
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(320) (10,636) (6,935) (100) – – – (17,991) – (17,991)
Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(23,038) ––––– (3,600) (26,638) 26,638 –
At December 31, 2023 and January 1, 2024 /H1100/H110029,074 48,467 5,408 743 – 13,024 30,593 127,309 179,587 306,896
Other additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––– 9 5 3 1 0 9– 1,062 – 1,062
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(20,908) (5,468) (200) (200) – (3,426) – (30,202) – (30,202)
At December 31, 2024 and January 1, 2025 /H1100/H11008,166 42,999 5,208 543 953 9,707 30,593 98,169 179,587 277,756
Other additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––– 133,201 – – 133,201 – 133,201
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (42,223) (874) –––– (43,097) – (43,097)
Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,550) – – – (70) 70 – (4,550) 4,550 –
At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,616 776 4,334 543 134,084 9,777 30,593 183,723 184,137 367,860
Accumulated depreciation and impairment:
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026,035 56,253 11,710 657 – 13,024 3,509 111,188 51,340 162,528
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,520 – – 69 – – 795 2,384 5,154 7,538
Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(16,829) ––––– (1,717) (18,546) 18,546 –
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(320) (10,104) (6,572) (96) – – – (17,092) – (17,092)
At December 31, 2023 and January 1, 2024 /H1100/H110010,406 46,149 5,138 630 – 13,024 2,587 77,934 75,040 152,974
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100873 – – 69 – 6 776 1,724 5,270 6,994
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(19,862) (5,195) (190) (190) – (3,426) – (28,863) – (28,863)
Impairment loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,88 9–––––– 15,889 – 15,889
At December 31, 2024 and January 1, 2025 /H1100/H11007,306 40,954 4,948 509 – 9,604 3,363 66,684 80,310 146,994
APPENDIX I ACCOUNTANTS’ REPORT
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Buildings Machinery
Motor
vehicles
Furniture,
fixtures and
equipment
Construction
in progress
Leasehold
improvements
Right-of-use
assets Sub-total
Investment
properties Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009 2––6– 4 6 7 7 6 9 2 0 5,305 6,225
Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,286) –––––– (4,286) 4,286 –
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (40,218) (830) –––– (41,048) – (41,048)
At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,112 736 4,118 515 – 9,650 4,139 22,270 89,901 112,171
Net book value:
At December 31, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,668 2,318 270 113 – – 28,006 49,375 104,547 153,922
At December 31, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100860 2,045 260 34 953 103 27,230 31,485 99,277 130,762
At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100504 40 216 28 134,084 127 26,454 161,453 94,236 255,689
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 356 ---
As at December 31, 2023, 2024 and 2025, the legal title registration of certain of the Group’s properties with carrying
amount of approximately RMB665,929,000, RMB1,188,482,000 and RMB1,874,703,000 respectively is subject to certain
administrative procedures to be completed by the relevant local government authorities. The board of Directors of the
Company is of the opinion that the risks and rewards of using these assets have been transferred to the Group and there is
no impact on use of these properties.
As at December 31, 2023, 2024 and 2025, certain investment properties and property, plant and equipment of the
Group amounting to RMB925,275,000, RMB994,109,000 and RMB1,018,989,000, respectively, were pledged as security for
bank loans granted to the Group or were subject to other restrictions.
As at December 31, 2024 and 2025, investment properties with a carrying amount of RMB229,605,000 and
RMB211,991,000, respectively, were restricted in use. The restriction arose from a dispute between a subsidiary of the Group
and the local government. Due to delays of the local construction project, the local government requested the return of the
government grant of RMB159,000,000, which is presented as other payables and accruals in note 24, together with a claim
for funding occupation charges. The subsidiary has initiated a legal proceeding against the local government and the
proceeding is currently ongoing. Based on the information currently available, the directors of the Company consider that
the matter is not expected to have a material adverse impact on the Group’s financial position or results.
Impairment loss
During the Track Record Period, certain individual assets of property, plant and equipment in the manufacturing
division were physically idle. The Group recorded impairment losses of RMB234,388,000, RMB45,457,000 and
RMB151,641,000 in “provision for impairment losses on non-current assets” for the years ended December 31, 2023, 2024
and 2025, respectively.
The impairment losses recognised during the Track Record Period by reportable segment are set out below:
2023 2024 2025
RMB’000 RMB’000 RMB’000
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100224,989 44,512 138,286
Automotive and AAM /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,375 439 3,012
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 506 10,343
234,388 45,457 151,641
The recoverable amounts of the impaired individual property, plant and equipment were determined based on fair
value less costs of disposal. The fair value less costs of disposal was estimated with reference to market transaction prices
of the same or similar assets, taking into account estimated costs of disposal, including taxes and other costs directly
attributable to the disposal of the relevant assets. The fair value measurement was categorised within Level 3 of the fair value
hierarchy.
(b) Right-of-use assets
The Group
The analysis of the net book value of right-of-use assets by class of underlying asset is as follows:
As at December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Ownership interests in leasehold land held forown use, carried at depreciated cost /H1100/H1100/H1100/H1100/H1100(i) 862,063 840,153 1,095,682
Other properties leased for own use, carried at
depreciated cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(ii) 622,067 701,486 1,386,699
Plant and machinery, carried at depreciated
cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(iii) – 3,109 –
1,484,130 1,544,748 2,482,381
The analysis of expense items in relation to leases recognised in profit or loss is as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Depreciation charge of right-of-use assets by class
of underlying asset:
– Ownership interests in leasehold land held for
own use /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,734 23,650 24,773
– Other properties leased for own use /H1100/H1100/H1100/H1100/H1100/H1100/H1100230,870 236,425 340,337
– Plant and machinery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 338 166
253,604 260,413 365,276
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 357 ---
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interests in lease liabilities (note 22(c)) /H1100/H1100/H1100/H1100/H1100/H110037,549 33,618 45,352
Expense relating to short-term leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110043,699 51,905 48,586
Expense relating to leases of low-value assets,
excluding short-term leases of low-value
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,433 4,174 1,596
Additions to right-of-use assets were RMB223,056,000, RMB287,948,000 and RMB673,682,000 during the years
ended December 31, 2023, 2024 and 2025 respectively. The amounts included the purchase of ownership interest in leasehold
land of RMB7,546,000, RMB1,740,000 and nil respectively, and the remainder primarily related to the capitalised lease
payments payable upon entering into new rental agreements.
Details of total cash outflow for leases and the maturity analysis of lease liabilities are set out in notes 22(d) and 27,
respectively.
(i) Ownership interests in leasehold land held for own use
The Group has obtained the right to use certain leasehold land in the PRC. Lump sum payments were made upfront
to acquire these land use right interests from their previous registered owners, and there are no ongoing payments to be made
under the terms of the land lease, other than payments based on rateable values set by the relevant government authorities.
These payments vary from time to time and are payable to the relevant government authorities.
(ii) Other properties leased for own use
The Group has obtained the right to use other properties as its offices, production building, housing and warehouses
through tenancy agreements. The leases typically run for an initial period of 2 to 16 years.
(iii) Plant and machinery
The Group leases production plants, machineries and office equipment under leases expiring from 2 to 3 years. None
of the leases include option to renew the lease nor variable lease payments.
(c) Investment properties
The Group
Investment properties leased out under operating lease
The Group leases out investment properties under operating leases. The leases typically run for an initial
period of 1 to 15 years, with an option to renew the lease after that date at which time all terms are renegotiated.
Certain leases include variable lease payment terms that are based on the revenue of tenants. Undiscounted lease
payments under non-cancellable operating leases in place at the reporting date will be receivable by the Group in
future periods as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,759 12,328 19,457
After 1 year but within 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,132 19,575 22,001
After 2 year but within 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,188 21,370 22,460
After 3 year but within 4 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,880 22,594 22,890
After 4 year but within 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,557 22,689 23,266
After 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100103,671 100,308 231,280
187,187 198,864 341,354
Fair value of investment properties
The Group’s investment properties are stated at cost less accumulated depreciation and impairment loss (if
any). Had the investment properties been stated at fair value, the carrying amounts would have been
RMB142,340,000, RMB434,564,000 and RMB455,517,000 as at December 31, 2023, 2024 and 2025 respectively.
The fair value of investment properties is determined by the Group with reference to market conditions and
discounted cash flow forecasts, taking into account current lease agreements on an arm’s-length basis. The fair value
measurement is categorised into level 3 of the fair value hierarchy as defined in IFRS 13 Fair value measurement.
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 358 ---
14 INTANGIBLE ASSETS
The Group
Patent Software
Customer
relationship
Core
technology Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost:
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100301,090 149,685 70,083 93,762 51,542 666,162
Addition through acquisition
of the subsidiaries, net
(note 32) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 5,151 – – 5,151
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 31,665 – 4,549 – 36,214
Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,805 – – (9,805) – –
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (564) – – – (564)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100– 1,363 – – 55 1,418
At December 31, 2023 /H1100/H1100/H1100/H1100/H1100310,895 182,149 75,234 88,506 51,597 708,381
At January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100310,895 182,149 75,234 88,506 51,597 708,381
Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,781 – – (4,781) – –
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 32,359 – 2,516 – 34,875
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,795) (1,292) – (13,211) (18,610) (40,908)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100– (1,516) – – (42) (1,558)
At December 31, 2024 /H1100/H1100/H1100/H1100/H1100307,881 211,700 75,234 73,030 32,945 700,790
At January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100307,881 211,700 75,234 73,030 32,945 700,790
Addition through acquisition
of the subsidiaries
(note 32) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,441 7,997 – – 15,523 40,961
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 19,46 4––– 19,464
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (11,467) – (7,919) (3,310) (22,696)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100– 1,446 – – 95 1,541
At December 31, 2025 /H1100/H1100/H1100/H1100325,322 229,140 75,234 65,111 45,253 740,060
Accumulated amortisation
and impairment:
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100127,360 89,818 28,044 34,287 23,657 303,166
Charge for the year /H1100/H1100/H1100/H1100/H1100/H110096,115 18,776 8,461 10,286 9,715 143,353
Written back on disposals /H1100/H1100/H1100– (513) – – – (513)
Impairment loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3 3 1––– 3 3 1
Exchange adjustments /H1100/H1100/H1100/H1100/H1100– 1,333 – – 39 1,372
At December 31, 2023 /H1100/H1100/H1100/H1100/H1100223,475 109,745 36,505 44,573 33,411 447,709
At January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100223,475 109,745 36,505 44,573 33,411 447,709
Charge for the year /H1100/H1100/H1100/H1100/H1100/H110069,375 23,705 8,980 10,286 3,256 115,602
Written back on disposals /H1100/H1100/H1100(7,795) (1,277) – – (18,610) (27,682)
Impairment loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 3,41 6––– 3,432
Exchange adjustments /H1100/H1100/H1100/H1100/H1100– (1,407) – – (35) (1,442)
At December 31, 2024 /H1100/H1100/H1100/H1100/H1100
285,071 134,182 45,485 54,859 18,022 537,619
At January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100285,071 134,182 45,485 54,859 18,022 537,619
Charge for the year /H1100/H1100/H1100/H1100/H1100/H110016,776 24,157 8,980 10,252 4,442 64,607
Written back on disposals /H1100/H1100 – (9,512) – – (3,310) (12,822)
Impairment loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,370 67 8––– 4,048
Exchange adjustments /H1100/H1100/H1100/H1100/H1100– 1,739 – – 88 1,827
At December 31, 2025 /H1100/H1100/H1100/H1100305,217 151,244 54,465 65,111 19,242 595,279
Net book value:
At December 31, 2023 /H1100/H1100/H1100/H1100/H110087,420 72,404 38,729 43,933 18,186 260,672
At December 31, 2024 /H1100/H1100/H1100/H1100/H110022,810 77,518 29,749 18,171 14,923 163,171
At December 31, 2025 /H1100/H1100/H1100/H110020,105 77,896 20,769 – 26,011 144,781
APPENDIX I ACCOUNTANTS’ REPORT
– I-49 –


--- page 359 ---
15 GOODWILL
The Group
Goodwill
RMB’000
As at December 31, 2022
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,219,176
Accumulated impairment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(11,852,269)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,366,907
Year ended December 31, 2023
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,366,907
Additions (note 32(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,336
Impairment loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(65,621)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,302,622
As at December 31, 2023
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,220,512
Accumulated impairment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(11,917,890)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,302,622
Year ended December 31, 2024
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,302,622
Impairment loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(128,681)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,173,941
As at December 31, 2024
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,220,512
Accumulated impairment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(12,046,571)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,173,941
Year ended December 31, 2025
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,173,941
Additions* (note 32(b)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,572,261
Impairment loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(42,533)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,703,669
As at December 31, 2025
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,792,773
Accumulated impairment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(12,089,104)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,703,669
* The increase in goodwill arose from the Group’s completion of the acquisitions of Zhejiang Xianglong
Machinery Co., Ltd. (“Zhejiang Xianglong”), Jiangsu Kooda Stern Automobile Technology (“Jiangsu Kooda”),
Dongguan Jieying Precision Silicone Technology Co., Ltd. (“Jieying Technology”) and Anshun (Asia)
Investment Co., Ltd. (“Anshun Investment”). These acquisitions have enhanced the Group’s profitability and
business synergies in the Automotive and AAM and electronic devices sectors.
(a) Impairment losses
At each reporting date, the Group performed impairment testing on goodwill. The impairment test is based on the
recoverable amount of the respective CGU to which the goodwill is allocated. The recoverable amount of the CGU was
determined based on the value in use (“VIU”) calculation. Where the recoverable amount of the CGU is less than the carrying
amount, an impairment loss is recognised.
As at December 31, 2024 and 2025, the Group assessed the recoverable amounts of the related CGU of precision
structural parts business to be RMB1,850,000,000 and RMB1,686,720,000, which was lower than the carrying amount of the
CGU at the respective year end dates. As a result, impairment losses on goodwill of RMB38,853,000 and RMB42,533,000
were recognised respectively, and the carrying amounts of goodwill were impaired to RMB478,942,000 and
RMB436,409,000 respectively. As at December 31, 2023, the Group performed impairment testing on goodwill of precision
structural parts business. As the recoverable amount was higher than the carrying amount of the CGU, no further impairment
loss of goodwill was recognised.
As at December 31, 2024, the Group assessed the recoverable amount of the related CGU of mobile charger business
was RMB2,990,000,000, which was lower than the carrying amount of the CGU at the year end. As a result, an impairment
loss of RMB89,828,000 on goodwill was recognised of the year ended December 31, 2024 and the carrying amount of the
goodwill was impaired to RMB605,547,000 as at December 31, 2024. As at December 31, 2023, 2025, after performing the
impairment testing on goodwill of mobile charger business, the recoverable amount was higher than the carrying amount,
therefore no further impairment loss of goodwill was recognised.
APPENDIX I ACCOUNTANTS’ REPORT
– I-50 –


--- page 360 ---
As at December 31, 2023, the Group assessed the recoverable amount of the related CGU of base station components
business to be RMB19,500,000, which was lower than the carrying amount of the CGU at the year end. As a result, an
impairment loss of RMB65,621,000 on goodwill was recognised and the carrying amount of the goodwill was impaired to
zero.
At the end of each reporting period, the Group performed impairment testing on goodwill of screen protector business
and communication devices parts business. As the recoverable amount was higher than the carrying amount of each
respective CGU as mentioned above, no impairment loss of goodwill was required.
Based on the impairment assessments performed on the impaired CGUs, except for the impairment losses recognised
on goodwill, no further material impairment losses were recognised on other non-current assets allocated to the relevant
CGUs during the Track Record Period.
(b) Impairment tests for cash-generating units containing goodwill
The goodwill is allocated to the Group’s CGU identified according to nature of businesses as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Business of Zhejiang Xianglong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1,364,993
Precision structural parts business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100517,795 478,942 436,409
Business of Jieying Technology /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 165,231
Screen protector business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110054,074 54,074 54,074
Mobile charger business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100695,375 605,547 605,547
Business of Jiangsu Kooda /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 42,037
Communication devices parts business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,978 33,978 33,978
Automotive products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,336 1,336 1,336
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064 64 64
1,302,622 1,173,941 2,703,669
The segment classification of each cash-generating unit is as follows:
Segment Cash-generating unit
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Precision structural parts business
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Business of Jieying Technology
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Screen protector business
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Mobile charger business
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Others
Automotive and AAM /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Automotive products
Automotive and AAM /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Business of Zhejiang Xianglong
Automotive and AAM /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Business of Jiangsu Kooda
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Communication devices parts business
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Base station components business
For the CGU with an amount of goodwill, the key assumptions used in the value in use calculations are as follows:
(i) Pre-tax discount rate
Y ear ended December 31,
2023 2024 2025
Precision structural parts business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016% 14% 15%
Communication devices parts business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014% 12% 14%
Screen protector business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015% 14% 14%
Mobile charger business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015% 12% 13%
Base station components business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015% – –
Business of Jieying Technology /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 17%
Business of Jiangsu Kooda /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 11%
Business of Zhejiang Xianglong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 12%
APPENDIX I ACCOUNTANTS’ REPORT
– I-51 –


--- page 361 ---
(ii) Annual sales growth rate
Y ear ended December 31,
2023 2024 2025
Precision structural parts business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002%~20% 5%~21% 2%~32%
Communication devices parts business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005%-8% 1%-3% -9%~1%
Screen protector business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100-7%~1% 1%~2% -20%~5%
Mobile charger business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005%~19% 5%~14% 6%~13%
Base station components business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100-19%~95% – –
Business of Jieying Technology /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 1%~20%
Business of Jiangsu Kooda /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 5%~7%
Business of Zhejiang Xianglong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 5%~20%
(iii) Long-term average growth rate
Y ear ended December 31,
2023 2024 2025
Precision structural parts business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000% 0% 0%
Communication devices parts business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000% 0% 0%
Screen protector business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000% 0% 0%
Mobile charger business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000% 0% 0%
Base station components business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000% – –
Business of Jieying Technology /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 0%
Business of Jiangsu Kooda /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 0%
Business of Zhejiang Xianglong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 0%
(iv) Gross profit margins
Y ear ended December 31,
2023 2024 2025
Precision structural parts business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010%-15% 10%-15% 0%-15%
Communication devices parts business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110054%-55% 62% 57%-58%
Screen protector business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015% 13%-14% 12%-13%
Mobile charger business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010%-12% 8%-11% 7%-10%
Base station components business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000%-16% – –
Business of Jieying Technology /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 27%
Business of Jiangsu Kooda /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 14%-15%
Business of Zhejiang Xianglong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A 17%
(v) Sensitivity analysis and headroom
As disclosed in note 15(a), the carrying amounts of the related CGUs of precision structural parts business as at
December 31, 2024 and 2025 and the carrying amounts of the related CGUs of mobile charger business as at December 31,
2024 have been impaired to their recoverable amounts. The carrying amount of the related CGUs of base station components
business have been impaired to zero as at December 31, 2023.
The Group has conducted a sensitivity analysis on impairment test of the remaining CGUs containing significant
goodwill.
(1) The sensitivity analysis for the CGUs being impaired
Sensitivity analysis for the precision structural parts business in 2024
A 0.5% decrease in annual sales growth rate would decrease the recoverable amount by RMB59,000,000.
A 0.5% increase in pre-tax discount rate would decrease the recoverable amount by RMB91,000,000.
Sensitivity analysis for the precision structural parts business in 2025
A 0.5% decrease in annual sales growth rate would decrease the recoverable amount by RMB58,596,000.
A 0.5% increase in pre-tax discount rate would decrease the recoverable amount by RMB108,094,000.
Sensitivity analysis for the mobile charger business in 2024
A 0.5% decrease in annual sales growth rate would decrease the recoverable amount by RMB112,000,000.
A 0.5% increase in pre-tax discount rate would decrease the recoverable amount by RMB188,000,000.
Sensitivity analysis for the base station components business in 2023
A 0.5% decrease in annual sales growth rate would decrease the recoverable amount by RMB1,600,000.
A 0.5% increase in pre-tax discount rate would decrease the recoverable amount by RMB3,000,000.
APPENDIX I ACCOUNTANTS’ REPORT
– I-52 –


--- page 362 ---
(2) The sensitivity analysis and headroom for the CGUs not being impaired
The following table sets out the headroom calculated based on the recoverable amounts after deducting the carrying
amount of each CGU, reasonably possible changes to annual sales growth rate and the pre-tax discount rate that would, in
isolation, have removed the remaining headroom respectively as at December 31, 2023, 2024 and 2025.
For the year ended December 31, 2023
Mobile charger
business
Precision
structural parts
business
Screen protector
business
Communication
devices parts
business
Headroom (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,465,080 124,198 42,859 8,377
Annual sales growth rate decrease /H1100/H1100/H11006.80% 1.17% 14.66% 1.03%
Pre-tax discount rate increase /H1100/H1100/H1100/H1100/H1100/H11003.97% 0.76% 10.60% 1.32%
For the year ended December 31, 2024
Screen protector business
Communication devices
parts business
Headroom (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110058,240 57,289
Annual sales growth rate decrease /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013.95% 6.88%
Pre-tax discount rate increase /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021.00% 6.40%
For the year ended December 31, 2025
Mobile charger
business
Business of
Jieying
Technology
Business of
Zhejiang
Xianglong
Screen protector
business
Communication
devices parts
business
Headroom (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100163,550 22,546 176,160 12,173 27,622
Annual sales growth rate decrease /H1100 0.62% 0.26% 1.13% 3.54% 4.85%
Pre-tax discount rate increase /H1100/H1100/H1100/H11000.42% 0.88% 0.81% 2.72% 3.11%
During the year ended December 31, 2023 and 2025, management of the Group determined that there was no
impairment of the CGU of mobile charger business as the recoverable amount exceeded the carrying amount by
RMB1,465,080,000, and RMB163,550,000, respectively. If the annual sales growth rate were to decrease by 6.80% and
0.62%, or the pre-tax discount rate were to increase by 3.97%, and 0.42%, respectively, with all other parameters held
constant, the recoverable amount of the CGU of mobile charger business would equal its carrying amount.
During the year ended December 31, 2023, management of the Group determined that there was no impairment of
the CGU of precision structural parts business as the recoverable amount exceeded the carrying amount by
RMB124,198,000. If the annual sales growth rate were to decrease by 1.17%, or the pre-tax discount rate were to increase
by 0.76%, with all other parameters held constant, the recoverable amount of the CGU of precision structural parts business
would be equal to its carrying amount.
During the year ended December 31, 2023, 2024 and 2025, management of the Group determined that there was no
impairment of the CGU of screen protector business as the recoverable amount exceeded the carrying amount by
RMB42,859,000, RMB58,240,000 and RMB12,173,000, respectively. If the annual sales growth rate were to decrease by
14.66%, 13.95% and 3.54%, or the pre-tax discount rate were to increase by 10.60%, 21.00% and 2.72%, respectively, with
all other parameters held constant, the recoverable amount of the CGU of screen protector business would equal its carrying
amount.
During the year ended December 31, 2023, 2024 and 2025, management of the Group determined that there was no
impairment of the CGU of communication devices parts business as the recoverable amount exceeded the carrying amount
by RMB8,377,000, RMB57,289,000 and RMB27,622,000, respectively. If the annual sales growth rate were to decrease by
1.03%, 6.88% and 4.85%, or the pre-tax discount rate were to increase by 1.32%, 6.40% and 3.11%, respectively, with all
other parameters held constant, the recoverable amount of the CGU of communication devices parts business would equal
its carrying amount.
APPENDIX I ACCOUNTANTS’ REPORT
– I-53 –


--- page 363 ---
During the year ended December 31, 2025, management of the Group determined that there was no impairment of
the CGU of the business of Jieying Technology and Zhejiang Xianglong as the recoverable amount exceeded the carrying
amount by RMB22,546,000 and RMB176,160,000. If the annual sales growth rate were to decrease by 0.26% and 1.13%,
or the pre-tax discount rate were to increase by 0.88% and 0.81%, with all other parameters held constant, the recoverable
amount of the CGU of the business of Jieying Technology and Zhejiang Xianglong would be equal to their carrying amounts.
These assumptions have been used for the analysis of the relevant CGU.
Management has determined the values assigned to each of the above key assumptions as follows:
Assumptions Approach used to determine values
Annual sales growth rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Annual sales growth rate over the five-year forecast
period based on current industry trends, past
performance and management’s expectations for the
future.
Gross profit margins /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Based on past performance and management’s
expectations for the future.
Long-term average growth rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100This is the growth rate used to extrapolate cash flows
beyond the five-year period, for mature enterprises, a 0%
growth rate is conservatively adopted.
Pre-tax discount rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100The rate reflects specific risks relating to the relevant
CGU and the countries in which they operate.
There are no other significant changes for the key assumptions applied in the value in use calculations.
16 INTERESTS IN ASSOCIATES AND JOINT VENTURES
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Opening net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100672,567 525,188 569,275
Additional capital injection /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,093 95,886 128,462
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(238,642) (4,000) (15,000)
Share of results, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095,216 (30,208) 60,577
Share of other comprehensive income/(loss), net /H1100/H1100/H1100/H1100/H1100497 (829) (16,223)
Change in other equity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 568 (290)
Dividends declared /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(33,402) (14,764) (4,120)
Addition through acquisition of the subsidiaries
(note 32) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 73,398
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,859 (2,566) 872
Less: provision for impairment loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––
At the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100525,188 569,275 796,951
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Opening net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100167,254 178,130 198,701
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (4,000) –
Share of results, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,876 38,201 20,692
Share of other comprehensive income, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (4) (1)
Change in other equity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 568 (290)
Dividends declared /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,000) (14,066) (3,400)
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (128) –
Less: provision for impairment loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––
At the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100178,130 198,701 215,702
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 364 ---
The following table contains the particulars of the material associates during the Track Record Period, all of which
are unlisted corporate entities whose quoted market price is not available:
Name of associate and joint venture
Form of
business
structure
Place of
incorporation
and business
Particulars of
issued and
paid-up capital
Group’s
effective
interest
Group’s
effective
interest
Group’s
effective
interest
Principal
activities2023 2024 2025
Ҧ(ҳ༟)ʮ̡ (“DBG
Electronics (Investment) Limited”) Incorporated Hong Kong,
PRC
HKD1,283.02
million
24.50% 24.50% 24.50% Investment
ʮ̡
(“Guangdong Nbtm New Materials
Co., Ltd”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Established PRC RMB150
million
40.00% 40.00% 40.00% Powder
metallurgy
business
Summarised financial information of the material associates, adjusted for any differences in accounting policies, and
reconciled to the carrying amounts in the Historical Financial Information, are disclosed below:
As at December 31, 2023
DBG Electronics
(Investment) Limited
Guangdong Nbtm New
Materials Co., Ltd
RMB’000 RMB’000
Gross amounts of the associates
Current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110069,919 90,758
Non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100354,377 128,980
Current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,509 12,714
Non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,332
Equity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100386,787 205,692
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110084,776 173,490
(Loss)/profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(25,626) 14,784
Total comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(23,600) 14,784
Dividend received from the associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,000
Reconciled to the Group’s interests in associates
Gross amounts of net assets of the associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100386,787 205,692
Group’s effective interest /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024.50% 40.00%
Group’s share of net assets of the associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110094,763 82,277
Carrying amounts in the Historical Financial Information /H1100/H1100/H1100/H1100/H1100102,470 82,277
As at December 31, 2024
DBG Electronics
(Investment) Limited
Guangdong Nbtm New
Materials Co., Ltd
RMB’000 RMB’000
Gross amounts of the associates
Current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100409,128 120,627
Non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100458,175 128,034
Current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079,513 28,283
Non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,110 1,919
Equity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100784,680 218,459
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100194,268 206,897
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,028 18,767
Total comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,660 18,767
Dividend received from the associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,400
Reconciled to the Group’s interests in associates
Gross amounts of net assets of the associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100784,680 218,459
Group’s effective interest /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024.50% 40.00%
Group’s share of net assets of the associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100192,247 87,384
Carrying amounts in the Historical Financial Information /H1100/H1100/H1100/H1100/H1100202,937 87,384
As at December 31, 2025
DBG Electronics
(Investment) Limited
Guangdong Nbtm New
Materials Co., Ltd
RMB’000 RMB’000
Gross amounts of the associates
Current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100644,013 136,569
Non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100840,966 122,123
Current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100115,011 22,853
Non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,125 4,717
Equity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,356,842 231,122
APPENDIX I ACCOUNTANTS’ REPORT
– I-55 –


--- page 365 ---
As at December 31, 2025
DBG Electronics
(Investment) Limited
Guangdong Nbtm New
Materials Co., Ltd
RMB’000 RMB’000
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100637,829 219,289
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100,052 19,473
Total comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,839 19,473
Dividend received from the associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,000
Reconciled to the Group’s interests in the associates
Gross amounts of net assets of the associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,356,842 231,122
Group’s effective interest /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024.50% 40.00%
Group’s share of net assets of the associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100332,426 92,449
Carrying amounts in the Historical Financial Information /H1100/H1100/H1100/H1100/H1100335,553 92,449
The following table illustrates the financial information of the Group’s remaining associates and a joint venture:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Aggregate carrying amount of individuallyimmaterial associates and joint ventures in the
Historical Financial Information /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100340,441 278,954 368,949
Aggregate amounts of the Group’s share of those
associates and joint ventures:
– profit/(loss) for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110094,309 (42,376) 28,275
– other comprehensive loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (4) (1)
– total comprehensive income/(loss) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110094,309 (42,380) 28,274
17 INVESTMENTS IN SUBSIDIARIES
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Unlisted shares, at cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026,180,941 26,832,959 28,052,281
18 OTHER NON-CURRENT FINANCIAL ASSETS
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
FVTPL (non-current)
Listed equity instruments (note 33(e))
– CSI Solar (note (i)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100227,568 204,026 –
Unlisted equity securities (note 33(e))
– Dinghui Zhong’an M&A (Anhui) Equity
Investment Fund Partnership (Limited Partnership)
(note (ii)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 18,127
227,568 204,026 18,127
FVTOCI (non-current)
Listed equity instruments (note 33(e))
– Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,760 1,728 2,176
Unlisted equity securities designated at FVTOCI
(non-recycling) (note 33(e))
– Hefei CAS Dihuge Automation
Co., Ltd (note (iii)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110072,074 72,074 57,659
– Hangzhou BOCO Electronics
Co., Ltd. (note (iv)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 25,490
73,834 73,802 85,325
301,402 277,828 103,452
APPENDIX I ACCOUNTANTS’ REPORT
– I-56 –


--- page 366 ---
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
FVTPL (non-current)
Listed equity instruments
– CSI Solar (note (i)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100227,568 204,026 –
Unlisted equity securities
– Dinghui Zhong’an M&A (Anhui) Equity
Investment Fund Partnership (Limited Partnership)
(note (ii)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 18,127
227,568 204,026 18,127
FVTOCI (non-current)
Listed equity instruments
– Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,689 1,657 2,106
Unlisted equity securities designated at FVTOCI
(non-recycling)
– Hangzhou BOCO Electronics
Co., Ltd. (note (iv)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 25,490
1,689 1,657 27,596
229,257 205,683 45,723
Notes:
(i) In May 2023, the Group participated in the strategic placement of the initial public offering of CSI Solar (ڛ
ʮ̡) on the Sci-Tech Innovation Board with a cash investment. The allocated
amount was RMB199,999,999.80, representing a 0.49% equity interest. This investment is classified as “other
non-current financial assets” and is subsequently measured at FVTPL. As at December 31, 2025, the Group
has fully disposed of its shares in CSI Solar.
(ii) The unlisted equity securities are investment in Dinghui Zhong’an M&A (Anhui) Equity Investment Fund
Partnership (Limited Partnership) ( ཻฯʕτԻᒅ(τᏏ)ΥྫΆุ(Υྫ)) (“Dinghui
Zhong’an”), a company incorporated in PRC and engaged in commercial services. The Group owns 4.84%
equity interests of Dinghui Zhong’an. This investment is classified as “other non-current financial assets” and
is subsequently measured at FVTPL.
(iii) The unlisted equity securities are investment in Hefei CAS Dihuge Automation Co., Ltd (҃Іਗ
ʮ̡) (“Hefei Dihuge”), a company incorporated in PRC and engaged in professional technical services.
The Group owns 8.51% equity interests of Hefei Dihuge and designated its investment in Hefei Dihuge at
FVTOCI (non-recycling), as the investment is held for strategic purposes. No dividends were received on this
investment during the Track Record Period.
(iv) The unlisted equity securities are investment in Hangzhou BOCO Electronics Co., Ltd. (΅Ϟ
ʮ̡) (“Hangzhou BOCO”), a company incorporated in PRC and engaged in software development. The
Group owns 1.83% equity interests of Hangzhou BOCO and designated the investment in Hangzhou BOCO
at FVTOCI (non-recycling). No dividends were received on this investment during the Track Record Period.
19 OTHER CURRENT FINANCIAL ASSETS
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial assets measured at FVTPL
Listed equity securities (note 33 (e))
– Guangdong Liwang High-tech
Co., Ltd. (note (i)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,000 6,960 19,744
– China National Software & Service Co., Ltd.
(note (ii)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 185
Bank wealth management products (note (iii))
(note 33 (e)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026,606 – 1,495,521
Derivative financial instruments
(note (iv)) (note 33 (e)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110036,691 – 836
Contingent consideration (note (v)) (note 33(e)) /H1100/H1100/H1100 – – 13,116
74,297 6,960 1,529,402
APPENDIX I ACCOUNTANTS’ REPORT
– I-57 –


--- page 367 ---
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial assets measured at FVTOCI
Notes receivables measured at FVTOCI (note (vi))
(note 33(e)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100238,991 248,517 403,378
313,288 255,477 1,932,780
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial assets measured at FVTPL
Bank wealth management products (note (iii)) /H1100/H1100/H1100/H1100– – 100,720
Financial assets measured at FVTOCI
Notes receivables measured at FVTOCI (note (vi)) /H1100 54,451 26,882 28,247
54,451 26,882 128,967
Notes:
(i) The listed equity securities held by the Group are investments in Guangdong Liwang High-tech Co., Ltd. ( ᄿ
ʮ̡), a company established in PRC and engaged in manufacturing electronic
equipments. The Group designated the investment at FVTPL, as it is held for transaction.
(ii) The listed equity securities held by the Group are investments in China National Software & Service Co., Ltd.
(ʮ̡), a company established in PRC and engaged in software development.
The Group designated the investment at FVTPL, as it is held for transaction.
(iii) Bank wealth management products measured at FVTPL, which were held by the Group, carried interest rates
ranged 1.98%-2.05% per annum, and 1.80%-3.00% per annum as of December 31, 2023, and 2025. As of
December 31, 2025, the Company’s holdings of such products carried an annualized yield of 2.00%. These
financial assets are held for the purpose of collecting contractual cash flows.
(iv) The derivatives are forward foreign exchange contracts and are measured at fair value at the end of each
reporting period. Their fair values are determined with reference to fair values of comparable instruments in
the market or quoted prices from counterparties.
(v) In July 2025, the Group entered equity purchase agreements with Junjing Enterprise (Hong Kong) Co., Ltd.
(“Junjing Hong Kong”), Yangsheng Enterprise Co., Ltd. (“Yangsheng Enterprise”) and Shifuxin Enterprise
Co., Ltd. (“Shifuxin”) (collectively referred as “Vendors”), independent third parties, to purchase 80% equity
interests in Dongguan Jieying Precision Silicone Technology Co., Ltd. (“Jieying Technology”), and 80% equity
interests of Anshun (Asia) Investment Co., Ltd. (“Anshun Investment”). Upon completion, Jieying Technology
and Anshun Investment became the subsidiaries of the Group (the “Purchase Agreements”).
Pursuant to the Purchase Agreements, the consideration payable consists of two components: (i) a cash
consideration of RMB344,000,000, which was paid upon completion of the transactions, and (ii) a contingent
cash consideration subject to the achievement of the committed net profit, which is the audited net profit of
Jieying Technology and Anshun Investment for the fiscal year 2025 (based on a simulated consolidated
reporting basis) shall be no less than RMB48,000,000 (the “Committed Net Profit”). If the actual audited net
profit for fiscal year 2025 falls below the Committed Net Profit, the Vendors shall compensate the Group in
cash, proportionate to the respective equity interests transferred.
As of December 31, 2025, the contingent cash consideration attributable to the shortfall of the Committed Net
Profit amounted to RMB13,116,000, which is recognised as contingent consideration. In the opinion of the
directors of the Company, the contingent receivables will be settled in twelve months from the year end date
and is classified as current asset.
(vi) Notes receivables held by the Group, which are measured at FVTOCI, are issued or guaranteed by reputable
PRC banks with high credit ratings. The Group believes that the notes receivables do not expose to significant
credit risk and will not cause significant losses due to the bank default. The changes in the fair value of the
notes receivables are minimal due to its short-term nature. In addition, the Group has discounted and endorsed
certain notes receivables and has derecognised the full carrying amount of these notes receivables and the
associated trade and other payables at the same time.
APPENDIX I ACCOUNTANTS’ REPORT
– I-58 –


--- page 368 ---
As at December 31, 2023, 2024 and 2025, certain notes receivables measured at FVTOCI of the Group
amounting to RMB118,511,000, RMB52,648,000, and RMB19,114,000, respectively, were pledged for bank
loans and banking facilities granted to the Group.
As at December 31, 2023, 2024 and 2025, certain notes receivables measured at FVTOCI of the Group
amounting to RMB506,472,000, RMB739,653,000 and RMB1,855,681,000 respectively were discounted and
endorsed against the settlement of trade and other payables of the Group and derecognised at the end of each
reporting period.
Information about the Group’s exposure to credit risks and fair value measurement regarding the listed equity
securities as well as derivative financial instruments, is included in note 33.
20 INVENTORIES
(a) Inventories in the consolidated statements of financial position comprises:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,466,010 1,272,861 1,370,161
Work-in-progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100834,521 1,028,381 1,221,395
Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,263,141 3,133,891 4,313,484
Goods in transit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,394 315,496 175,520
Consigned processing materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110076,206 90,942 92,727
Consumables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,815 17,663 16,604
5,736,087 5,859,234 7,189,891
Inventories in the statements of financial position of the Company comprises:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,492 40,758 49,972
(b) The analysis of the amount of inventories recognised as an expense and included in profit or loss is as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount of inventories sold /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,315,125 37,235,169 43,246,419
Write down of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100407,065 586,589 308,624
27,722,190 37,821,758 43,555,043
21 TRADE AND OTHER RECEIV ABLES
The Group
As at December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current
Prepayments
– Prepayments for purchase of property,
plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100525,510 331,397 333,197
– Amount due from related parties /H1100/H1100/H1100/H1100/H1100/H110035(c) – – 953
525,510 331,397 334,150
Current
Trade receivables, net of loss allowance /H1100/H1100 8,790,675 11,444,644 13,769,760
Bills receivables, net of loss allowance /H1100/H1100 129,944 104,488 253,945
APPENDIX I ACCOUNTANTS’ REPORT
– I-59 –


--- page 369 ---
As at December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,920,619 11,549,132 14,023,705
Deposits, prepayments and other receivables
– V AT recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100277,198 385,524 524,973
– Mold costs to be amortized /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100284,469 217,040 419,245
– Deferred listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 17,175
– Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100610,235 660,570 840,090
– Amounts due from related parties /H1100/H1100/H1100/H1100/H110035(c) 138,886 12,673 4,574
1,310,788 1,275,807 1,806,057
10,231,407 12,824,939 15,829,762
10,756,917 13,156,336 16,163,912
Included in trade receivables, RMB26,443,000, RMB24,177,000 and RMB13,191,000 were amounts due from related
parties with trade in nature as at December 31, 2023, 2024 and 2025.
As at December 31, 2023, 2024 and 2025, certain bills receivables of the Group amounting to RMB23,372,000,
RMB22,954,000, and RMB67,161,000, respectively, were pledged for bank loans and banking facilities granted to the
Group.
As at December 31, 2023, 2024 and 2025, certain bills receivables of the Group amounting to RMB52,682,000,
RMB51,092,000 and RMB116,496,000, respectively were discounted and endorsed against the settlement of trade and other
payables of the Group and not derecognised at the end of each reporting period.
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current
Other receivables
– Long term receivables from subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100– 111,676 881,007
– Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 531 35
– 112,207 881,042
Current
Trade receivables, net of loss allowance
– Due from subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,344 27,068 31,979
– Due from third parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100599,915 632,115 428,837
Bills receivables, net of loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,579 1,585 678
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100635,838 660,768 461,494
Deposits, prepayments and other receivables
– Amounts due from subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,073,902 10,283,699 9,124,820
– Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,367 11,757 17,285
9,717,107 10,956,224 9,603,599
9,717,107 11,068,431 10,484,641
Ageing analysis on the Group level
As at the end of each reporting period, the ageing analysis of trade and bills receivables based on invoice date and
net of loss allowance is as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,384,218 12,142,568 14,677,670
1 year to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,416 17,549 15,468
2 years to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100947 1,094 13,152
APPENDIX I ACCOUNTANTS’ REPORT
– I-60 –


--- page 370 ---
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
3 years to 4 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110082 669 739
4 years to 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100867 28 322
Over 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110036,773 34,164 33,675
9,433,303 12,196,072 14,741,026
Loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(512,684) (646,940) (717,321)
8,920,619 11,549,132 14,023,705
The credit periods granted to customers were generally within 30 to 120 days during the Track Record Period. The
Group does not hold any collateral over the balances. Further details on the Group’s credit policy and credit risk arising from
trade debtors and bills receivables are set out in note 33(a).
22 CASH AND BANK BALANCES
(a) Cash and bank balances comprises:
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash at bank and on hand /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,876,389 4,929,980 5,447,511
Deposits with banks
– With original maturity of within three months /H1100/H1100/H1100 – 650,000 –
– With original maturity of over three months but
within one year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,745 459,000 –
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,901,134 6,038,980 5,447,511
Restricted bank deposits (note (e)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100120,257 534,429 735,617
Total cash and bank balances /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,021,391 6,573,409 6,183,128
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100119,408 793,520 345,101
Restricted bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,822 12,280 1,679
Total cash and bank balances /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100138,230 805,800 346,780
(b) Reconciliation of profit before taxation to cash generated from operations:
Y ear ended December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit before tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,488,042 2,196,375 2,733,377
Adjustments for:
– Share of (profits)/loss of associates and joint
ventures /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 (95,216) 30,208 (60,577)
– Net gain on financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6,798) (33,836) (119,946)
– Depreciation and impairment of owned property,
plant and equipment and investment properties /H11007(c) 2,077,834 2,102,602 2,428,514
– Depreciation and impairment of right-of-use
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007(c) 253,604 260,413 365,276
APPENDIX I ACCOUNTANTS’ REPORT
– I-61 –


--- page 371 ---
Y ear ended December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
– Amortisation and impairment of intangible
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007(c) 143,684 119,034 68,655
– Fair value loss/(gain) on financial assets at fair
value through profit and loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006 199,812 179,160 (134,445)
– Loss on disposals of property, plant and
equipment and other non-current assets /H1100/H1100/H1100/H1100/H1100/H11006 10,927 10,006 7,510
– Write-down of inventories to net realisable
value /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020 407,065 586,589 308,624
– Impairment of goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 65,621 128,681 42,533
– Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007(a) 348,707 304,163 380,264
– Other gains and losses, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,227) (116,183) (20,762)
– (Reversal of)/provision for impairment of trade
receivables and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007(c) (215,437) 48,712 (1,052)
– Share-based payment expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007(b) 62,093 101,196 316,908
Changes in working capital:
Decrease/(increase) in trade and bills receivables /H1100/H1100/H1100 140,834 (2,771,153) (1,447,999)
Decrease/(increase) in prepayments, deposits and
other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,614 (91,045) (415,528)
Increase in inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,039,785) (706,356) (888,389)
Increase in trade and bills payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100480,458 1,972,980 738,014
Increase in other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100236,823 137,739 570,235
(Decrease)/increase in contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100(80) 8,958 (12,260)
Cash generated from operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,573,575 4,468,243 4,858,952
(c) Reconciliation of liabilities arising from financing activities:
The table below details changes in the Group’s liabilities from financing activities, including both cash and non-cash
changes. Liabilities arising from financing activities are liabilities for which cash flows were, or future cash flows will be,
classified in the Group’s consolidated cash flow statements as cash flows from financing activities.
Borrowings Bonds payables
Loans from a
related party Lease liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,109,599 314,400 261,069 740,553 9,425,621
Changes from financing cash flows:
Proceeds from new borrowings /H1100/H1100/H11007,847,087 – – – 7,847,087
Repayment of borrowings /H1100/H1100/H1100/H1100/H1100/H1100(8,590,049) – – – (8,590,049)
Repayment of bonds payables /H1100/H1100/H1100/H1100– (300,000) – – (300,000)
Capital element of lease rentals
paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (236,206) (236,206)
Interest element of lease rentals
paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (37,549) (37,549)
Repayment to a related party /H1100/H1100/H1100/H1100– – (221,587) – (221,587)
Interest paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(289,286) (14,400) (49,213) – (352,899)
Total changes from financing cash
flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,032,248) (314,400) (270,800) (273,755) (1,891,203)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,623 – 3,113 1,934 51,670
Other changes:
Increase in lease liabilities from
entering into new leases during
the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – 198,945 198,945
Interest incurred during the year /H1100/H1100304,540 – 6,618 37,549 348,707
Total other changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100304,540 – 6,618 236,494 547,652
At December 31, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,428,514 – – 705,226 8,133,740
APPENDIX I ACCOUNTANTS’ REPORT
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Borrowings Bonds payables Lease liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,428,514 – 705,226 8,133,740
Changes from financing cash flows:
Proceeds from new borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,847,326 – – 6,847,326
Repayment of borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,308,249) – – (5,308,249)
Proceeds from issuance of bonds payables /H1100/H1100/H1100/H1100/H1100/H1100– 2,120,498 – 2,120,498
Transaction fee /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (4,475) – (4,475)
Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (223,099) (223,099)
Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (33,618) (33,618)
Interest paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(245,362) – – (245,362)
Total changes from financing cash flows /H1100/H1100/H1100/H1100/H1100/H11001,293,715 2,116,023 (256,717) 3,153,021
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,214 – (4,165) 29,049
Other changes:
Interest incurred during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100264,351 6,194 33,618 304,163
Equity component of convertible bond /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (45,701) – (45,701)
Increase in lease liabilities from entering into new
leases during the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 317,858 317,858
Addition through acquisition of Subsidiaries
(note (32)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,000 – 1,212 3,212
Total other changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100266,351 (39,507) 352,688 579,532
At December 31, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,021,794 2,076,516 797,032 11,895,342
Borrowings Bonds payables Lease liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,021,794 2,076,516 797,032 11,895,342
Changes from financing cash flows:
Proceeds from new borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,433,228 – – 10,433,228
Repayment of borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6,487,757) – – (6,487,757)
Redemption of convertible bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (4,513) – (4,513)
Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (279,592) (279,592)
Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (45,352) (45,352)
Interest paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(222,718) – – (222,718)
Total changes from financing cash flows /H1100/H1100/H1100/H1100/H1100/H11003,722,753 (4,513) (324,944) 3,393,296
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(62,517) – (2,127) (64,644)
Other changes:
Interest incurred during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100298,745 36,167 45,352 380,264
Conversion of convertible bonds to equity /H1100/H1100/H1100/H1100/H1100/H1100– (2,108,170) – (2,108,170)
Addition through acquisition of subsidiaries
(note (32)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100361,263 – 86,516 447,779
Increase in lease liabilities from entering into new
leases during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 900,246 900,246
Total other changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100660,008 (2,072,003) 1,032,114 (379,881)
At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,342,038 – 1,502,075 14,844,113
(d) Total cash outflow for leases
Amounts included in the consolidated cash flow statement for leases comprises the following:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within operating cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(48,028) (57,658) (44,031)
Within financing cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(273,755) (256,717) (324,944)
(321,783) (314,375) (368,975)
APPENDIX I ACCOUNTANTS’ REPORT
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These amounts relate to the following:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(321,783) (314,375) (368,975)
(e) Restricted bank deposits
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100120,257 534,429 735,617
The analysis of restricted bank deposits of the Group on each end of the reporting period is as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Security deposits for bank acceptance bills /H1100/H1100/H1100/H1100/H1100/H110078,843 415,156 578,949
Security deposits for letter of guarantee /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,587 27,819 20,881
Frozen Funds (note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,862 88,331 107,019
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,965 3,123 28,768
120,257 534,429 735,617
Note: The frozen funds mainly represented amounts frozen due to ongoing litigations.
23 TIME DEPOSITS
The time deposits represents the bank deposits placed in PRC banks with high credit rating.
As at December 31, 2023, 2024 and 2025, the Group held time deposits with original maturity of over three months
but within one year of nil, nil and RMB80,225,000; and time deposits with original maturity of over one year of
RMB824,556,000, RMB977,456,000 and RMB1,190,064,000. These time deposits carried effective interest rates ranged
3.10%-3.40%, 3.10%-3.45% and 2.40%-3.45%.
As at December 31, 2023, 2024 and 2025, certain time deposits of the Group amounting to nil, RMB527,945,000 and
RMB90,225,000, respectively. The deposits in 2024 were pledged for bank loans granted to the group, while the deposits
in 2025 were pledged for the issuance of bank acceptance bills.
24 TRADE AND OTHER PAYABLES AND CONTRACT LIABILITIES
The Group
As at December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-Current
Deferred government grant income /H1100/H1100/H1100/H1100/H1100771,822 747,275 627,582
Employee benefits obligation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 36,813
Obligation to acquire NCI (note a) /H1100/H1100/H1100/H1100/H110032(c) – – 91,531
Other liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,705 5,962 –
776,527 753,237 755,926
Current
Trade payables (note b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,908,765 8,728,200 10,754,516
Bills payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100541,237 687,029 1,611,216
Accrual for salaries and bonus /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100436,447 442,570 586,496
Dividend payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,465 6,352 6,352
Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
– Payables for acquisition of property,
plant and equipment (note b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100605,529 1,003,087 1,737,553
APPENDIX I ACCOUNTANTS’ REPORT
– I-64 –


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As at December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
– Payable for repayment of governmentgrants and funding occupation charges /H1100/H1100 – – 185,892
– Share repurchase obligations under the
ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110071,268 144,694 189,093
– Advance received for consigned
processing materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100178,634 136,519 156,913
– Equity consideration payables /H1100/H1100/H1100/H1100/H1100/H1100/H110032(e) – – 115,384
– Withholding tax on individual income tax
on the ESOPs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,046 4,928 93,395
– Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100669,758 755,795 929,741
– Amounts due to related parties /H1100/H1100/H1100/H1100/H1100/H110035(c) 173,136 29,501 7
1,708,371 2,074,524 3,407,978
9,600,285 11,938,675 16,366,558
Contract liabilities:
– Third parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,478 26,434 92,664
– Related parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–1–
17,478 26,435 92,664
9,617,763 11,965,110 16,459,222
10,394,290 12,718,347 17,215,148
Notes:
(a) Under the Purchase Agreements, the Group has a contractual obligation to acquire the remaining 20% equity
interests in Jieying Technology and Anshun Investment on or before June 30, 2029. As the obligation is not
expected to be settled within twelve months after December 31, 2025, it was classified as a non-current
liability as at December 31, 2025.
(b) Included in trade payables and payables for acquisition of property, plant and equipment, RMB86,987,000,
RMB101,961,000 and RMB93,271,000 were amounts due to related parties with trade in nature as at December
31, 2023, 2024 and 2025.
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-Current
Other liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,706 5,962 –
4,706 5,962 –
Current
Trade payables
– Due to subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100707,617 368,912 203,480
– Due to third parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100496 383 384
Bills payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110066,838 8,279 7,109
Accrual for salaries and bonus /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,636 3,998 3,715
Dividend payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,465 6,352 6,352
Other payables and accruals
– Amounts due to subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,084,842 501,609 489,281
– Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100272,936 325,656 653,726
2,141,830 1,215,189 1,364,047
Contract liabilities
– Advance from other parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100104 13 –
2,141,934 1,215,202 1,364,047
2,146,640 1,221,164 1,364,047
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 375 ---
(a) Trade payables
The credit period granted by suppliers is generally within 60 to 120 days.
As at the end of each reporting period, the ageing analysis of trade payables based on the invoice date is as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,681,745 8,595,439 10,591,878
1 year to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110087,155 45,033 95,498
2 years to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100129,706 33,179 24,506
3 years to 4 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,865 50,782 30,007
4 years to 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100904 1,702 7,788
Over 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,390 2,065 4,839
6,908,765 8,728,200 10,754,516
(b) Contract liabilities
The movements in contract liabilities during the track record period are as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Balance at the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,558 17,478 26,435
Addition through acquisition of the subsidiaries /H1100/H1100 – – 78,267
Decrease in contract liabilities as a result of
recognising revenue during the year that was
included in the contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(25,789) (25,026) (55,552)
Increase in contract liabilities as a result of billing
in advance of sales activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,627 33,993 43,712
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110082 (10) (198)
Balance at the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,478 26,435 92,664
The revenue recognised during the year that was included in the contract liabilities balance at the beginning of the
year amounted to RMB14,732,000, RMB14,603,000 and RMB23,548,000 for the years ended December 31, 2023, 2024 and
2025, respectively.
25 BORROWINGS
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current
Long-term bank borrowings – unsecured but
guaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,430,733 5,220,638 2,560,346
Long-term bank borrowings – secured and
guaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100551,890 601,250 1,734,659
Interest payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,727 4,872 4,478
Total non-current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,986,350 5,826,760 4,299,483
Current
Short-term bank borrowings – unsecured and
unguaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110080,432 – 35,000
Short-term bank borrowings – unsecured but
guaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100831,655 137,990 2,047,146
Short-term bank borrowings – secured and
guaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100358,480 50,000 45,000
Short-term bank borrowings – secured but
unguaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100215,000 741,137 2,404,199
Current portion of long-term bank borrowings –
unsecured and unguaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 9,900
Current portion of long-term bank borrowings –
unsecured but guaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100899,910 1,773,140 4,186,997
Current portion of long-term bank borrowings –
secured and guaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,051,875 490,690 311,711
Interest payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,812 2,077 2,602
Total current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,442,164 3,195,034 9,042,555
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,428,514 9,021,794 13,342,038
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current
Long-term bank borrowings – unsecured but
guaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100257,400 237,000 383,800
Total non-current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100257,400 237,000 383,800
Current
Short-term bank borrowings – secured and
guaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100258,480 – –
Current portion of long-term bank borrowings –
unsecured but guaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,600 150,000 131,800
Current portion of long-term bank borrowings –
secured and guaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 32,010 –
Interest payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100508 369 343
Total current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100289,588 182,379 132,143
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100546,988 419,379 515,943
As at December 31, 2023, 2024 and 2025, bank loans in the amount of approximately RMB7,124,543,000, RMB
8,273,708,000 and RMB10,885,859,000 granted to the Group were guaranteed by the Company and subsidiaries of the
Group.
All of the non-current borrowings, except for the non-current interest payable, are interest-bearing and carried at
amortised cost. None of the non-current interest-bearing borrowings is expected to be settled within one year.
(a) Loans
At the end of each reporting period, the loans were repayable as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year or on demand /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,442,164 3,195,034 9,042,555
After 1 year but within 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,079,918 4,026,687 2,249,376
After 2 years but within 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,906,432 1,736,432 2,018,467
After 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 63,641 31,640
7,428,514 9,021,794 13,342,038
The borrowings are classified by the Group as current liabilities as they are repayable within one year.
All of the Group’s banking facilities are subject to the fulfilment of covenants relating to certain of the Group’s
statements of financial position ratios, as are commonly found in lending arrangements with financial institutions. If the
Group were to breach the covenants the drawn down facilities would become payable on demand. The Group regularly
monitors its compliance with these covenants. Further details of the Group’s management of liquidity risk are set out in note
33(b). As at December 31, 2023, 2024 and 2025, none of the covenants relating to drawn down facilities had been breached.
(b) Interest rate risk
The range of effective interest rates (which are also equal to contracted interest rates) on the borrowings is as follows:
As at December 31, 2023 As at December 31, 2024 As at December 31, 2025
Effective
interest rate Amount
Effective
interest rate Amount
Effective
interest rate Amount
RMB’000 RMB’000 RMB’000
Fixed rate borrowings:
Bank loan /H1100/H1100/H1100/H1100/H1100/H1100/H11002.38%-6.49% (1,628,496) 0.56%-2.80% (1,642,097) 1.05%-2.80% (4,746,584)
(1,628,496) (1,642,097) (4,746,584)
Variable rate
borrowings:
Bank loan /H1100/H1100/H1100/H1100/H1100/H1100/H11000.1%-6.55% (5,800,018) 1.1%-3.85% (7,379,697) 1.95%-3.00% (8,595,454)
(5,800,018) (7,379,697) (8,595,454)
(7,428,514) (9,021,794) (13,342,038)
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 377 ---
The Group’s variable-rate bank borrowings include RMB-denominated borrowings that accrue interest at the Loan
Prime Rate (LPR) plus or minus a certain percentage, and foreign currency-denominated borrowings that accrue interest at
the Secured Overnight Financing Rate (SOFR) plus or minus a certain percentage. The interest rates are reset at intervals
ranging from 1 to 12 months.
26 BONDS PAYABLES
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Other bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,076,017 –
Interest payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 499 –
Less: Current portion of bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100– (499) –
– 2,076,017 –
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Other bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,076,017 –
Interest payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 499 –
Less: Current portion of bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100– (499) –
– 2,076,017 –
(a) Bonds payable by nature
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Corporate bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––
Convertible bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,076,516 –
– 2,076,516 –
(b) The detail information of the bonds issued during the Track Record Period
Issuer Bond name Face value Issued date Term Issued amount
Coupon
rate
RMB’000
Lingyi Technology /H1100Lingyi Technology 2020
Public Offering of
Corporate Bonds
(Targeting Qualified
Investors) (First Tranche)
(the “Corporate Bonds”)
(note (i))
RMB100
per note
January
2020
3 years 300,000 4.80%
LINGYI iTECH
(GUANGDONG)
COMPANY /H1100/H1100/H1100/H1100
Convertible Corporate Bonds
(the “Convertible Bonds”)
(note (ii))
RMB100
per note
November
2024
6 years 2,137,418 0.2%~2%
Notes:
(i) On January 17, 2020, the Group issued 3-year RMB300,000,000 corporate bonds due on January 21, 2023 to
the bondholders, bearing annual interest at 4.8%. The proceeds were used for general corporate purposes, such
as repaying bank borrowings and supplementing working capital.
(ii) On November 18, 2024, the Company issued 6-year RMB2,137,418,000 convertible bonds due in November
2030 to the bondholders, bearing annual interest at 0.2% to 2.0%. The proceeds were used for general
corporate purposes. The bondholders have the right, at any time on or after six months after the issuance
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 378 ---
completion date (November 22, 2024, T+4) and up to the maturity date, to convert part or all of the outstanding
principal amount of the Convertible Bonds into ordinary shares of the Company at an initial conversion price
of RMB9.15 per share, subject to adjustments.
Due to a cash dividend distribution of RMB0.2 per 10 shares, the conversion price has been adjusted to RMB9.13 per
share effective May 7, 2025. Assuming full conversion of the Convertible Bonds at the conversion price of RMB9.13 per
share, the Convertible Bonds will be convertible into 234,109,320 shares.
The liability and equity components of the Convertible Bonds on initial recognition are presented as follows:
Face value of the convertible bonds on the issue date /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,137,418
Less: transaction costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(21,395)
Net proceeds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,116,023
Less: equity component /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(45,701)
Liability component on initial recognition /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,070,322
The outstanding principal amount of the Convertible Bonds is repayable by the Company within five trading days
after the maturity date if not previously redeemed, converted or purchased and cancelled. During the period from November
22, 2024 to November 17, 2030, the Company will have the right, at its discretion, to redeem in whole or in part the
outstanding Convertible Bonds at their principal amount plus accrued interest upon occurrence of certain specified
conditions.
The initial fair value of the liability portion of the convertible bonds was determined using a market interest rate for
an equivalent non-convertible bond at the issue date. The liability is subsequently recognised on an amortised cost basis until
extinguished on conversion, redemption or maturity of the bonds. The remainder of the proceeds was allocated to the
conversion option and recognised in shareholders’ equity, net of income tax, and not subsequently remeasured.
The Group expects that it will be able to meet its redemption obligations based on the financial position of the Group
had conversion of the Convertible Bonds not exercised on maturity.
(c) The bonds payable recognised in the consolidated statement of financial position as at December 31, 2023, 2024
and 2025
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100314,400 – 2,076,516
Issue of bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,070,322 –
Interest accrued at par value for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100– 499 2,886
Amortization of premiums /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 5,695 33,281
Redemption of bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(300,000) – (4,513)
Interest paid during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(14,400) – –
Conversion of bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (2,108,170)
At the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,076,516 –
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2,076,516
Issue of bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,070,322 –
Interest accrued at par value for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100– 499 2,886
Amortization of premiums /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 5,695 33,281
Redemption of bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (4,513)
Conversion of bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (2,108,170)
At the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,076,516 –
(d) Conversion of the bonds
For the year ended December 31, 2025, the bondholders exercised their right to convert the Convertible Bonds. The
conversion of the bonds with a principal amount of RMB2,132,901,700 at a price of RMB9.13 per conversion share resulted
in the issuance of 233,610,732 shares.
APPENDIX I ACCOUNTANTS’ REPORT
– I-69 –


--- page 379 ---
As referred to note 1.2, the Group’s Historical Financial Information are prepared as continuation of the financial
statements of the legal subsidiary (accounting acquirer, i.e. Lingyi Technology) with an adjustment to adjust the accounting
acquirer’s legal capital to reflect the legal capital structure ratio of the accounting acquiree (i.e. the Company) after the
Acquisition. Accordingly, the converted shares stated above and respective financial impacts have been adjusted to reflect
the impact of the Acquisition under the Group’s consolidated statement of changes in equity.
(e) Interest rate risk
The effective interest rates on the bonds are as follows:
As at December 31, 2023 As at December 31, 2024 As at December 31, 2025
Effective
interest rate Amount
Effective
interest rate Amount
Effective
interest rate Amount
RMB’000 RMB’000 RMB’000
Fixed rate borrowings:
Bonds payable /H1100/H1100/H1100/H1100/H1100– – 2.39% (2,076,516) – –
27 LEASE LIABILITIES
The Group
The following table shows the remaining contractual maturities of the Group’s lease liabilities at the end of
each reporting period:
As at December 31,
2023 2024 2025
Present value of
the minimum
lease payments
Total minimum
lease payments
Present value of
the minimum
lease payments
Total minimum
lease payments
Present value of
the minimum
lease payments
Total minimum
lease payments
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100217,760 246,438 293,626 322,481 385,133 427,929
After 1 year but within 2 years /H1100/H1100/H1100/H1100186,195 200,471 174,025 192,225 267,213 302,667
After 2 years but within 5 years /H1100/H1100/H1100183,175 199,508 215,244 242,792 484,662 540,400
After 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100118,096 133,827 114,137 137,042 365,067 393,924
705,226 780,244 797,032 894,540 1,502,075 1,664,920
Less: total future interest expenses /H1100/H1100 (75,018) (97,508) (162,845)
Present value of lease obligations /H1100/H1100/H1100 705,226 797,032 1,502,075
The weighted average incremental borrowing rates applied to lease liabilities is 2.34%-16.00% per annum
during the Track Record Period.
28 EQUITY SETTLED SHARE-BASED TRANSACTIONS
(a) Share options
The Company has approved a share option scheme on September 4, 2018 (“2018 Share Option Scheme”) whereby the
directors of the Company are authorised, at their discretion, to grant share options to employees of the Group for subscribing
ordinary shares of the Company. Each option gives the holder a right to subscribe for one ordinary share in the Company
and is settled gross in shares. The first batch of the 2018 Share Option Scheme was granted on September 25, 2018, where
69,743,500 share options were granted to 823 staffs and the exercise price was determined to be RMB3.31 per share
option.The second batch of the 2018 Share Option Scheme was granted on July 22, 2019, where 9,004,500 share options were
granted to 388 staff and the exercise price was determined to be RMB6.23 per share option. The vesting conditions and
contractual life of each batch of the options of 2018 Share Option Scheme is as below.
The Company has approved another share option scheme on January 18, 2021 (“2021 Share Option Scheme”)
whereby the directors of the Company are authorised, at their discretion, to grant share options to employees of the Group
for subscribing ordinary shares of the Company. Each option gives the holder a right to subscribe for one ordinary share in
the Company and is settled gross in shares. The first batch of the 2021 Share Option Scheme was granted on January 18,
2021, where 35,076,600 share options were granted to 440 staff and the exercise price was determined to be RMB12.78 per
share option. The vesting conditions and contractual life of each batch of the options of 2021 Share Option Scheme is as
below.
The Company has approved a share option scheme on July 26, 2024 (“2024 Share Option Scheme”) whereby the
directors of the Company are authorised, at their discretion, to grant share options to employees of the Group for subscribing
ordinary shares of the Company. Each option gives the holder a right to subscribe for one ordinary share in the Company
and is settled gross in shares. The first batch of the 2024 Share Option Scheme was granted on September 18, 2024, where
188,610,000 share options were granted to 1,410 staff and the exercise price was determined to be RMB4.46 per share
APPENDIX I ACCOUNTANTS’ REPORT
– I-70 –


--- page 380 ---
option. The second batch of the 2024 Share Option Scheme was granted on August 6, 2025, where 47,147,500 share options
were granted to 394 staffs and the exercise price was determined to be RMB4.44 per share option. The vesting conditions
and contractual life of each batch of the options of 2024 Share Option Scheme is as below.
(i) The terms and conditions of the grants during the Track Record Period:
Number of
instruments Vesting conditions
Contractual life
of options
– Employees
on September 25, 2018 /H1100/H110069,743,500 First Batch of 2018 Share Option Scheme: – 25%,
25%, 25% and 25% vest after 18 months,
30 months, 42 months and 54 months from the date
of grant subject to performance guarantee
mechanism with reference to net profit of the
Group
Vesting
period plus
12 months
on July 22, 2019 /H1100/H1100/H1100/H1100/H11009,004,500 Second Batch of 2018 Share Option Scheme: – 25%,
25%, 25% and 25% vest after 12 months, 24
months, 36 months and 48 months from the date of
grant subject to performance guarantee mechanism
with reference to net profit of the Group
Vesting
period plus
12 months
on January 18, 2021 /H1100/H1100/H110035,076,600 First Batch of 2021 Share Option Scheme: – 30%,
30% and 40% vest after 16 months, 28 months and
40 months from the date of grant subject to
performance guarantee mechanism with reference to
net profit or revenue growth rate of the Group
Vesting
period plus
12 months
on September 18, 2024 /H1100/H1100188,610,000 First Batch of 2024 Share Option Scheme: – 40%,
30% and 30% vest after 12 months, 24 months and
36 months from the date of grant subject to
performance guarantee mechanism with reference to
revenue growth rate or attributable net profit
growth rate of the Group
Vesting
period plus
12 months
on August 6, 2025 /H1100/H1100/H1100/H110047,147,500 Second Batch of 2024 Share Option Scheme: – 40%,
30% and 30% vest after 12 months, 24 months and
36 months from the date of grant subject to
performance guarantee mechanism with reference to
revenue growth rate or attributable net profit
growth rate of the Group
Vesting
period plus
12 months
Total share options
granted /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100349,582,100
(ii) The number and weighted average exercise prices of share options
The Company
For the year ended December 31,
2023 2024 2025
Weighted
average exercise
price
Number of
options
Weighted
average exercise
price
Number of
options
Weighted
average exercise
price
Number of
options
RMB ’000 RMB ’000 RMB ’000
Outstanding at the beginning of the
year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009.41 32,767 – – 4.46 186,730
Granted during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 4.46 188,610 4.44 47,148
Exercised during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 4.44 (65,321)
Forfeited during the year /H1100/H1100/H1100/H1100/H1100/H1100/H11009.12 (32,767) 4.46 (1,880) 4.44 (20,613)
Outstanding at the end of the year /H1100/H1100 – – 4.46 186,730 4.43 147,944
Exercisable at the end of the year /H1100/H1100 – – – – 4.42 1,385
The outstanding share options of the first and second batch of 2018 Share Option Scheme had an exercise price of
RMB3.31 and RMB6.23, respectively, as at December 31, 2018 and 2019. During the year ended December 31, 2020, the
exercise price was adjusted to RMB3.11 and RMB6.03 per share option for the first and second batch of 2018 Share Option
Scheme, respectively, according to the terms of the share option scheme and dividend distribution scheme.
APPENDIX I ACCOUNTANTS’ REPORT
– I-71 –


--- page 381 ---
The outstanding share options had an exercise price of RMB4.46 for the first batch of 2024 Share Option Scheme as
at December 31, 2024.
The outstanding share options of the first and second batch of 2024 Share Option Scheme had an exercise price of
RMB4.42 and RMB4.44, respectively, as at December 31, 2025. During the year ended December 31, 2025, the exercise
price of the first batch of 2024 Share Option Scheme was adjusted from RMB4.46 per share to RMB4.44 per share at June,
2025, and adjusted from RMB4.44 per share to RMB4.42 per share at October, 2025.
The outstanding share options as at December 31, 2023, 2024 and 2025 had a weighted average remaining contractual
life of nil, 2.62 and 2.31 years, respectively.
The Group
As referred to note 1.2, the Group’s Historical Financial Information are prepared as continuation of the
financial statements of the legal subsidiary (accounting acquirer, i.e. Lingyi Technology) with an adjustment to adjust
the accounting acquirer’s legal capital to reflect the legal capital structure ratio of the accounting acquiree (i.e. the
Company). Accordingly, the above movements of share options and respective financial impacts have been adjusted
reflecting the impact of the Acquisition under the Group’s consolidated statements of changes in equity.
(iii) Fair value of share options and assumptions
The fair value of services received in return for share options granted is measured by reference to the fair value of
share options granted. The estimate of the fair value of the share options granted is measured based on the Black-Scholes
option pricing model. The contractual life of the share option is used as an input into this model. Expectations of early
exercise are incorporated into the Black-Scholes option pricing model.
Fair value of total share options and assumptions
Grant date
September 25,
2018
July 22,
2019
January 18,
2021
September 18,
2024
August 6,
2025
Fair value of total share
options at measurement
date /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
RMB76.32
million
RMB17.88
million
RMB139.66
million
RMB1,325.66
million
RMB456.06
million
Per option exercise price /H1100 3.31 6.23 12.78 4.46 4.44
Option life (years) /H1100/H1100/H1100/H1100/H11002.73-5.73 2.14-5.14 2.33-4.33 2.00-3.00 2.00-3.00
Expected time to vest
(years) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.73-4.73 1.15-4.15 1.33-3.33 1.00-3.00 1.00-3.00
Expected dividends /H1100/H1100/H1100/H1100/H11001.56% 0.84% 1.65% 3.14% 0.21%
Expected volatility /H1100/H1100/H1100/H1100/H1100
43.71%-
46.77%
44.22%-
50.10%
48.59%-
54.43%
29.56%-
30.64%
34.25%-
39.71%
Risk-free rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003.22%-3.49% 2.63%-2.95% 2.62%-2.89% 1.50%-2.75% 1.50%-2.75%
The expected volatility is based on the historic volatility (calculated based on the weighted average remaining life
of the share options), adjusted for any expected changes to future volatility based on publicly available information.
Expected dividends are based on historical dividends. Changes in the subjective input assumptions could materially affect
the fair value estimate.
Share options were granted under service and non-market performance condition. These conditions have not been
taken into account in the grant date fair value measurement of the services received.
For the years ended December 31, 2023, 2024 and 2025, the Group (reversed)/recognised equity-settled share-based
payment expenses of RMB(2,376,000), RMB51,739,000 and RMB200,307,000 for these share options in the consolidated
statement of profit or loss respectively.
(b) Restricted shares
Apart from the share option schemes stated in note 28(a), the Company has a restricted shares scheme (“2018
Restricted Shares Scheme”) which was approved by the Company on September 4, 2018, whereby the directors of the
Company are authorised, at their discretion, to grant restricted shares to employees at certain consideration. The first batch
of restricted shares under the 2018 Restricted Shares Scheme was granted on September 25, 2018, where 100,281,994 shares
were granted to 630 staff at consideration of RMB1.66 per share. The second batch of restricted shares under the 2018
Restricted Shares Scheme was granted on July 22, 2019, where 24,364,400 shares were granted to 282 staff at consideration
of RMB3.12 per share. The vesting conditions of each batch of restricted shares of the 2018 Restricted Shares Scheme is
as below.
The Company has approved another restricted shares scheme (“2021 Restricted Shares Scheme”) which was approved
by the Company on January 18, 2021, whereby the directors of the Company are authorised, at their discretion, to grant
restricted shares to employees at certain consideration. The first batch of restricted shares under the 2021 Restricted Shares
Scheme was granted on January 18, 2021, where 14,255,339 shares were granted to 420 staff at consideration of RMB6.39
per share. The vesting conditions of each batch of restricted shares of the 2021 Restricted Shares Scheme is as below.
APPENDIX I ACCOUNTANTS’ REPORT
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(i) The terms and conditions of the grants during the Track Record Period
Number of
instruments Vesting conditions
Restricted shares granted to
employees:
– on September 25, 2018 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100,281,994 First Batch of 2018 Restricted Shares Scheme: – 25%,
25%, 25% and 25% vest after 18 months,
30 months, 42 months and 54 months from the date
of grant subject to performance guarantee
mechanism with reference to net profit of the
Group
– on July 22, 2019 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,364,400 Second Batch of 2018 Restricted Shares Scheme: –
25%, 25%, 25% and 25% vest after 12 months,
24 months, 36 months and 48 months from the date
of grant subject to performance guarantee
mechanism with reference to net profit of the
Group
– on January 18, 2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,255,339 First Batch of 2021 Restricted Shares Scheme: – 30%,
30% and 40% vest after 16 months, 28 months and
40 months from the date of grant subject to
performance guarantee mechanism with reference to
net profit or revenue growth rate of the Group
Total shares granted /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100138,901,733
(ii) The number and weighted average subscription prices of restricted shares
The Company
For the year ended December 31,
2023 2024 2025
Weighted
average
subscription
price
Number of
restricted
shares
Weighted
average
subscription
price
Number of
restricted
shares
Weighted
average
subscription
price
Number of
restricted
shares
RMB ’000 RMB ’000 RMB ’000
Outstanding at the beginning of the
year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003.47 30,497 – – – –
Forfeited during the year /H1100/H1100/H1100/H1100/H1100/H1100/H11003.00 (30,497) – – – –
Outstanding at the end of the year /H1100/H1100 –– –– ––
The Group
As referred to note 1.2, the Group’s Historical Financial Information are prepared as continuation of the
financial statements of the legal subsidiary (accounting acquirer, i.e. Lingyi Technology) with an adjustment to adjust
the accounting acquirer’s legal capital to reflect the legal capital structure ratio of the accounting acquiree (i.e. the
Company) after the Acquisition. Accordingly, the above movements of restricted shares and respective financial
impacts have been adjusted to reflect the impact of the Acquisition under the Group’s consolidated statement of
changes in equity.
For the years ended December 31, 2023, the Group reversed equity-settled share-based payment expenses of
RMB1,248,000 for these restricted shares in the consolidated statement of profit or loss respectively.
(c) Employee Stock Ownership Plan
The Company has implemented an employee stock ownership plan for 2022 (“2022 ESOP”), which was approved by
the board of directors of the Company on August 25, 2022 and extraordinary general meeting of shareholders on September
15, 2022. On December 7, 2022 and November 5, 2024, the Company granted 45,975,000 shares and 30,034,872 shares of
the Company, respectively. The shares are repurchased through the Company’s special securities account for share
repurchase.
On June 17, 2025 and September 16, 2025, the Company held the Board of Directors and General Meeting of
Shareholders, respectively, which reviewed and approved the Proposal on the Company’s 2025 Employee Stock Ownership
Plan (“2025 ESOP”). On December 19, 2025, the Company granted 26,400,000 shares.The shares are repurchased through
the Company’s special securities account for share repurchase.
APPENDIX I ACCOUNTANTS’ REPORT
– I-73 –


--- page 383 ---
(i) The terms and conditions of the grants during the Track Record Period
Number of
instruments Vesting conditions
ESOP granted to employees:
– on December 7, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110045,975,000 First Batch of 2022 ESOP: – 30%, 30%, and 40%
vest after 12 months, 24 months and 36 months
from the date of grant subject to performance
guarantee mechanism with reference to revenue
growth rate or attributable net profit growth rate of
the Group
– on November 5, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,034,872 First Batch of 2024 ESOP: – 40%, 30%, and 30%
vest after 12 months, 24 months and 36 months
from the date of grant subject to performance
guarantee mechanism with reference to revenue
growth rate or attributable net profit growth rate of
the Group
– on December 19, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026,400,000 First Batch of 2025 ESOP: – 30%, 30%, and 40%
vest after 12 months, 24 months and 36 months
from the date of grant subject to performance
guarantee mechanism with reference to revenue
growth rate or attributable net profit growth rate of
the Group
102,409,872
(ii) The number and weighted average subscription prices of employee stock ownership plan
The Company
For the year ended December 31,
2023 2024 2025
Weighted
average exercise
price
Number of
options
Weighted
average exercise
price
Number of
options
Weighted
average exercise
price
Number of
options
RMB ’000 RMB ’000 RMB ’000
Outstanding at the beginning of the year /H1100/H11002.36 45,975 2.36 32,183 3.06 48,425
Granted during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 3.48 30,035 4.47 26,400
Released shares during the year /H1100/H1100/H1100/H1100/H1100/H1100/H11002.36 (13,775) 2.36 (13,736) 2.80 (30,351)
Forfeited during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.36 (17) 2.36 (57) 2.36 (53)
Outstanding at the end of the year /H1100/H1100/H1100/H1100/H1100/H11002.36 32,183 3.06 48,425 4.07 44,421
The Group
As referred to note 1.2, the Group’s Historical Financial Information are prepared as continuation of the
financial statements of the legal subsidiary (accounting acquirer, i.e. Lingyi Technology) with an adjustment to adjust
the accounting acquirer’s legal capital to reflect the legal capital structure ratio of the accounting acquiree (i.e. the
Company) after the Acquisition. Accordingly, the above movements of restricted shares and respective financial
impacts have been adjusted to reflect the impact of the Acquisition under the Group’s consolidated statement of
changes in equity.
For the years ended December 31, 2023, 2024 and 2025, the Group recognised equity-settled share-based
payment expenses of RMB65,717,000, RMB49,457,000, and RMB116,601,000 for these ESOPs in the consolidated
statement of profit or loss respectively.
29 OTHER FINANCIAL LIABILITIES
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial liabilities measured at FVTPL
(non-current)
– Consideration payables (note (i)) (note 32(e))
(note 33(e)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 544,762
APPENDIX I ACCOUNTANTS’ REPORT
– I-74 –


--- page 384 ---
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial liabilities measured at FVTPL (current)
– Derivative financial instruments (note 33(e)) /H1100/H1100/H1100/H1100– 130,183 –
– Consideration payables (note (i)) (note 32(e))
(note 33(e)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 224,006
– 130,183 224,006
– 130,183 768,768
Note:
(i) On October 30, 2025, the Company announced that it and its wholly-owned subsidiary, Lingyi Technology,
have entered into an equity acquisition agreement with Venture Equities Management, Inc. (“VEM”), Ningbo
Jialong Industry Co., Ltd. (“Ningbo Jialong”), Hangzhou Xiebang Enterprise Management Co., Ltd.
(“Hangzhou Xiebang”), Ningbo Longjun Enterprise Management Partnership Enterprise (Limited Partnership)
(“Ningbo Longjun”), and Zhejiang Xianglong Machinery Co., Ltd. (the “Target Company”).
Lingyi Technology, the wholly-owned subsidiary of the Company, has acquired an aggregate of 96.15% equity
interest in the Target Company held by VEM, Ningbo Jialong, Hangzhou Xiebang, and Ningbo Longjun for
a cash consideration of RMB2,403,840,000. The consideration of the acquisition includes variable
consideration contingent on its future performance and impairment conditions. Since the transaction
consideration is paid in stages, the portion due within one year as of the end of 2025 is classified as current
portion of other financial liabilities, while the portion due over one year as of the end of 2025 is classified as
non-current portion of other financial liabilities.
30 INCOME TAX IN THE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(a) Current taxation in the consolidated statements of financial position represents:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current taxation in respect of:
– PRC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100108,626 109,392 147,990
– Hong Kong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,815 61,545 120,852
– Overseas /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,748 10,023 38,376
146,189 180,960 307,218
Representing:
Tax recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(22,840) (32,772) (66,379)
Current taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100169,029 213,732 373,597
146,189 180,960 307,218
At the end of each reporting period, the Company has no current taxation balance.
APPENDIX I ACCOUNTANTS’ REPORT
– I-75 –


--- page 385 ---
(b) Deferred tax assets and liabilities recognised:
(i) Movement of each component of deferred tax assets and liabilities
The components of deferred tax assets/(liabilities) recognised in the consolidated statements of financial position and the movements during the T rack Record Period are as follows:
Impairment
Credit loss
allowance
Unrealised
inter-group
profit
Accumulated
tax losses
Deferred
income
Business
combination
Depreciation
allowances in
excess of the
related
depreciation Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110069,224 60,371 160,940 676,681 50,752 (87,274) (529,427) (32,865) 368,402
Credited/(charged) to profit or loss (note 8(a)) /H1100/H1100/H11003,154 2,035 (49,645) (117,683) 13,138 12,208 (11,803) 9,728 (138,868)
(Charged)/credited to equity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––––– 9,107 9,107
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100593 514 – 1,195 – (256) – 3 2,049
At December 31, 2023 and January 1, 2024 /H1100/H1100/H1100/H1100/H110072,971 62,920 111,295 560,193 63,890 (75,322) (541,230) (14,027) 240,690
Credited/(charged) to profit or loss (note 8(a)) /H1100/H1100/H110021,934 12,236 (4,029) (91,603) (4,225) 14,443 68,551 35,002 52,309
Charged to equity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––––––––
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110078 444 – 200 – (4,139) – 453 (2,964)
At December 31, 2024 and January 1, 2025 /H1100/H1100/H1100/H1100/H110094,983 75,600 107,266 468,790 59,665 (65,018) (472,679) 21,428 290,035
(Charged)/credited to profit or loss (note 8(a)) /H1100/H1100/H1100(5,445) 9,287 (9,797) 56,271 (1,806) 8,987 91,091 (16,322) 132,266
Charged to equity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––––– 4 3 8 4 3 8
Addition through acquisition of the subsidiaries
(note 32) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,044 17,554 1,925 10,760 8,234 (41,310) (46,284) 5,398 (28,679)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840) (821) – (404) (56) (221) – (134) (2,476)
At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100103,742 101,620 99,394 535,417 66,037 (97,562) (427,872) 10,808 391,584
APPENDIX I ACCOUNTANTS’ REPORT
– I-76 –


--- page 386 ---
(ii) Reconciliation to the consolidated statements of financial position
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net deferred tax assets recognised in the
consolidated statements of financial position /H1100/H1100/H1100/H1100630,109 676,936 732,460
Net deferred tax liabilities recognised in the
consolidated statements of financial position /H1100/H1100/H1100/H1100(389,419) (386,901) (340,876)
240,690 290,035 391,584
(c) Deferred tax assets not recognised
In accordance with the accounting policy set out in note 2(s), as it is not probable that future taxable profits against
which the losses and temporary differences can be utilised will be available in the relevant tax jurisdiction and entity, the
Group has not recognised deferred tax assets in respect of following transactions:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cumulative tax losses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,685,624 6,443,032 5,614,883
Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100301,912 175,205 204,746
Expected credit losses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100757,985 706,069 686,738
Impairment on non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100488,628 464,998 408,799
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100118 – 153,255
7,234,267 7,789,304 7,068,421
The aforesaid tax losses that have not been recognised as deferred tax assets will be expired in the following years:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100304,942 – –
2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,395,004 1,376,755 –
2026 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100960,109 882,391 839,956
2027 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,618,055 1,525,051 1,434,810
2028 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,407,514 1,342,146 1,243,239
2029 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,316,689 1,131,519
2030 and onwards /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 965,359
5,685,624 6,443,032 5,614,883
APPENDIX I ACCOUNTANTS’ REPORT
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31 CAPITAL, RESERVES AND DIVIDENDS
(a) Movements in components of equity
The Company
Share capital
Treasury
shares
Capital
reserve
Other
reserves
Reserve for
equity-settled
share based
payment
Statutory
reserve
Retained
earnings Total equity
Note
(Note 31
(c)(ii))
(Note 31
(d))
(Note 31
(e)(vi))
(Note 31
(e)(i))
(Note 31
(e)(ii))
(Note 31
(e)(iv))
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,038,675 (392,039) 20,967,669 (7,433) 155,058 769,311 4,108,737 32,639,978
Changes in equity for 2023
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––– –– 2,305,069 2,305,069
Other comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (160) – – – (160)
Total comprehensive income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (160) – – 2,305,069 2,304,909
Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––– – 230,507 (230,507) –
Equity-settled share-based compensation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––– 61,589 – – 61,589
Forfeiture of unvested restricted shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028b(ii) (30,497) 91,847 (71,086) – – – 9,736 –
Dividend distribution /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(b) –––– –– (1,017,131) (1,017,131)
Vesting of shares under ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(d) – 62,993 (32,489) – – – – 30,504
Sale of unexercised shares under ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(d) – 8 1 3 1– ––– 1 1 2
Dividend distribution to ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(d) – 6,690 – – – – – 6,690
At December 31, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,008,178 (230,428) 20,864,125 (7,593) 216,647 999,818 5,175,904 34,026,651
APPENDIX I ACCOUNTANTS’ REPORT
– I-78 –


--- page 388 ---
Share capital
Treasury
shares
Capital
reserve
Other
reserves
Reserve for
equity-settled
share based
payment
Convertible
Bonds
Statutory
reserve
Retained
earnings Total equity
Note
(Note 31
(c)(ii))
(Note 31
(d))
(Note 31
(e)(vi))
(Note 31
(e)(i))
(Note 31
(e)(ii))
(Note 31
(e)(iv))
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,008,178 (230,428) 20,864,125 (7,593) 216,647 – 999,818 5,175,904 34,026,651
Changes in equity for 2024
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––– ––– 1,785,817 1,785,817
Other comprehensive loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (36) –––– (36)
Total comprehensive income for the year /H1100/H1100 – – – (36) – – – 1,785,817 1,785,781
Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––– –– 178,582 (178,582) –
Dividend distribution /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(b) –––– ––– (209,690) (209,690)
Issuance of convertible shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––– – 45,701 – – 45,701
Equity-settled share-based compensation /H1100/H1100 –––– 101,64 9––– 101,649
Repurchase of shares under ESOP /H1100/H1100/H1100/H1100/H1100/H110031(d) – (59,947) – – –––– (59,947)
Vesting of shares under ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(d) – 62,401 (32,397) – –––– 30,004
Sale of unexercised shares under ESOP /H1100/H1100/H110031(d) – 259 235 – – – – 10 504
Dividend distribution to ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(d) – 9 6 5–– –––– 9 6 5
Share of other reserves of an associate /H1100/H1100/H1100 ––– 5 6 8 –––– 5 6 8
At December 31, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,008,178 (226,750) 20,831,963 (7,061) 318,296 45,701 1,178,400 6,573,459 35,722,186
Share capital
Treasury
shares
Capital
reserve
Other
reserves
Reserve for
equity-settled
share based
payment
Convertible
Bonds
Statutory
reserve
Retained
earnings Total equity
Note
(Note 31
(c)(ii))
(Note 31
(d))
(Note 31
(e)(vi))
(Note 31
(e)(i))
(Note 31
(e)(ii))
(Note 31
(e)(iv))
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,008,178 (226,750) 20,831,963 (7,061) 318,296 45,701 1,178,400 6,573,459 35,722,186
Changes in equity for 2025
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––– ––– 15,588 15,588
Other comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – 6,714 –––– 6,714
Total comprehensive income for the year /H1100/H1100 – – – 6,714 – – – 15,588 22,302
Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––– –– 1,559 (1,559) –
Dividend distribution /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(b) –––– ––– (285,520) (285,520)
Conversion of convertible bonds into
shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100233,611 – 1,920,187 – – (45,628) – – 2,108,170
Redemption of convertible bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100–––– – (73) – – (73)
Equity-settled share-based compensation. /H1100/H1100 –––– 316,97 1––– 316,971
Exercise of share options /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064,272 – 221,097 – –––– 285,369
Repurchase of shares under ESOP /H1100/H1100/H1100/H1100/H1100/H110031(d) – (319,912) – – –––– (319,912)
Vesting of shares under ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(d) – 139,374 (58,722) – –––– 80,652
Sale of unexercised shares under ESOP.. /H1100/H110031(d) – 238 547 – – – – 11 796
Dividend distribution under ESOP /H1100/H1100/H1100/H1100/H1100/H110031(d) – 1,937 – – –––– 1,937
Share of other reserves of an associate /H1100/H1100/H1100 – – – (290) –––– (290)
At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,306,061 (405,113) 22,915,072 (637) 635,267 – 1,179,959 6,301,979 37,932,588
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 389 ---
(b) Dividends
During the year ended December 31, 2023, a dividend of RMB1,017,131,000 (RMB0.15 per ordinary share) was
declared by the Company to its equity shareholders, of which RMB1,011,666,000 was paid during the year ended December
31, 2023. During the year ended December 31, 2024, a dividend of RMB209,690,000 (RMB0.03 per ordinary share) was
declared by the Company to its equity shareholders, of which RMB208,804,000 was paid during the year ended December
31, 2024. During the year ended December 31, 2025, an aggregate dividend of RMB285,520,000 (RMB0.04 per ordinary
share), comprising two dividends of RMB0.02 per ordinary share each, was declared by the Company to its equity
shareholders, of which RMB285,520,000 was paid during the year ended December 31, 2025.
(c) Share capital
(i) The Group
The share capital presented on the Group’s consolidated statement of changes in equity as at January 1, 2023
represented the paid-in capital of the accounting acquirer, Lingyi Technology. Subsequent changes of the share capital of the
Company were adjusted by adopting the reverse acquisition accounting under IFRS 3 to account for the Acquisition.
(ii) The Company
Y ear ended December 31,
2023 2024 2025
Number of
shares
Number of
shares
Number of
shares
’000 RMB’000 ’000 RMB’000 ’000 RMB’000
Ordinary shares, issued and
fully paid:
At January 1, /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,038,675 7,038,675 7,008,178 7,008,178 7,008,178 7,008,178
Conversion of convertible
bonds into shares /H1100/H1100/H1100/H1100/H1100/H1100–––– 233,611 233,611
Exercise of share options /H1100/H1100/H1100–––– 64,272 64,272
Forfeiture of unvested
restricted shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100(30,497) (30,497) ––––
At December 31, /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,008,178 7,008,178 7,008,178 7,008,178 7,306,061 7,306,061
The share capital presented on the Company’s statement of changes in equity at as at January 1, 2023, December 31,
2023, December 31, 2024 and December 31, 2025 represented the share capital of the legal acquirer, the Company. The
number of issued and fully paid ordinary shares of the Company was stated as above.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual assets.
(d) Treasury Shares
During the years ended December 31, 2023, 2024 and 2025, the movement of the reserved treasury shares of the
Company is as follows:
Y ear ended December 31,
2023 2024 2025
Number of
shares
Number of
shares
Number of
shares
’000 RMB’000 ’000 RMB’000 ’000 RMB’000
At beginning of the year /H1100/H1100/H110094,116 392,039 49,827 230,428 48,425 226,750
Repurchase of shares /H1100/H1100/H1100/H1100/H1100/H1100– – 12,391 59,947 38,232 319,912
Forfeiture of unvested
restricted shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100(30,497) (91,847) ––––
Vesting of shares under of
ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(13,775) (62,993) (13,736) (62,401) (30,351) (139,374)
Sale of unexercised shares
under ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(17) (81) (57) (259) (53) (238)
Dividend distribution to
ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (6,690) – (965) – (1,937)
At the end of the year /H1100/H1100/H1100/H1100/H110049,827 230,428 48,425 226,750 56,253 405,113
APPENDIX I ACCOUNTANTS’ REPORT
– I-80 –


--- page 390 ---
(e) Nature and purpose of reserves
(i) Other reserves
Other reserves of the Group mainly comprises of (i) a reserve for equity-settled share based payment of Lingyi
Technology to directors and for services provided by certain employees prior to the Acquisition; (ii) share of associates’
reserve in relation to equity-settled share-based transactions at the associates’ level and (iii) Share of other comprehensive
income of associates and joint ventures accounted for using the equity method (iv) a reserve for fair value of equity
instruments at FVTOCI (non-recycling).
Other reserves of the Company mainly comprises of (i) share of associates’ and joint ventures’ reserve in relation to
equity-settled share-based transactions at the associates’ and joint ventures’ level (ii) share of other comprehensive income
of associates and joint ventures accounted for using the equity method, (iii) a reserve for fair value of equity instruments
at FVTOCI (non-recycling).
(ii) Reserve for equity-settled share-based payment
The reserve comprises the portion of the grant date fair values of unexercised share options and the vested and
unvested restricted shares granted to employees of the Group and the Company which were recognised in accordance with
the accounting policy adopted for equity-settled share-based payments in note 2(r)(ii).
(iii) Exchange reserve
The reserve comprises all foreign exchange differences arising from the translation of the financial statements of
operations with functional currency other than presentation currency of the Group, i.e. RMB. The reserve is dealt with in
accordance with the accounting policies set out in note 2(v).
(iv) Statutory reserve
According to the PRC laws, the PRC subsidiaries of the Group and the Company are required to set up two statutory
reserve funds, general reserve fund and staff general fund. General reserve fund was set up by appropriating at least 10%
of the entities’ annual profit after taxation, as determined under PRC regulations, until the balance of the fund equals to 50%
of the entity’s registered capital. This fund can be used to make up previous years’ losses or to convert into paid-in capital.
Transfer from retained earnings to staff general fund is made at the discretion of the board of directors of the entities.
Statutory reserve of the Group’s consolidated statement of changes in equity represented the amount allocated for the
Company and all subsidiaries and the statutory reserve of the Company’s statement of changes in equity comprises of the
reserve for the Company only.
(v) Retained earnings
Retained earnings of the Group also included capital reserve amounted to RMB13,384,685,000, RMB14,617,716,000
and RMB18,810,922,000 as at December 31, 2023, 2024 and 2025 respectively. The capital reserve mainly represented: (i)
the difference between the consideration and the par value of the issued and paid up shares of Lingyi Technology; and (ii)
the difference between the conversion price and the par value of the issued and paid up shares of the Company.
(vi) Capital reserve of the Company
The capital reserve of the Company mainly comprises of the difference between the consideration and the par value
of the issued and paid up shares of the Company amounted to RMB20,864,125,000, RMB20,831,963,000 and
RMB22,915,072,000 as at December 31, 2023, 2024 and 2025, respectively.
(f) Capital management
The Group’s primary objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern, so that it can continue to provide returns for shareholders, by pricing products and services commensurately with
the level of risk and by securing access to finance at a reasonable cost.
The Group actively and regularly reviews and manages its capital structure to maintain a balance between the higher
shareholder returns that might be possible with higher levels of borrowings and the advantages and security afforded by a
sound capital position, and makes adjustments to the capital structure in light of changes in economic conditions.
Except for the banking facilities which require the fulfilment of covenants relating to certain of the Group’s financial
ratios as disclosed in note 25(a), the Group does not subject to externally imposed capital requirements during the Track
Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-81 –


--- page 391 ---
32 ACQUISITION OF SUBSIDIARIES
The acquisition-date fair values of the identifiable assets and liabilities acquired through acquisition of subsidiaries
during the Track Record Period as at their respective dates of acquisition are set out below:
For the year ended
December 31, 2023
For the year ended
December 31, 2024
Wenzhou Xinke
Technology Co., Ltd.
Zhilian Precision
Technology Dongtai Co.,
Ltd.
(note a) (note b)
RMB’000 RMB’000
Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,845 5,735
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,151 –
Cash and bank balances /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034 2,184
Restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,903 2,108
Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,697 10,622
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(11,434) (5,469)
Short-term borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (2,000)
Income tax payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (34)
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (1,212)
Other current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085 –
Fair value of identifiable net assets acquired /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,281 11,934
Less: Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,769) (4,177)
Fair value of the equity interests held before the acquisition date
as of the acquisition date /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (4,183)
Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,336 (177)
Total consideration satisfied by cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,848 3,397
Less: consideration payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (3,397)
Less: cash and cash equivalents acquired /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(34) (2,184)
Net cash flows used in acquisition /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,814 (2,184)
Note:
(a) On July 28, 2023, the Group entered into a sale and purchase agreement with Zhejiang Ruixu Technology Co.,
Ltd., an independent third-party vendor, to acquire a 66.5% equity interests in Wenzhou Xinke Technology Co.,
Ltd., with a total cash consideration of RMB4,848,000. Wenzhou Xinke Technology Co., Ltd. is principally
engaged in the manufacturing and sales of automotive and low-altitude economy modules. The transaction was
completed on November 30, 2023, and this acquisition has been accounted for as a business combination.
Included in the revenue and profit for the year ended December 31, 2023 are revenue of RMB1,521,000 and
loss of RMB1,329,000, respectively, contributed from the Wenzhou Xinke Technology Co., Ltd. since the
acquisition date. Had the acquisitions been completed on January 1, 2023, the Group’s revenue and profit for
the year would have been RMB34,171,411,000 and RMB2,012,368,000, respectively.
(b) As at December 31, 2023, the Group held a 49% interest in Zhilian Precision Technology Dongtai Co., Ltd.
(“Zhilian Precision”) and accounted for it as an associate. In March 2024, the Group acquired a further 16%
interest, increasing its shareholding to 65%, and Zhilian Precision became a subsidiary from the acquisition
date. The previously held 49% interest was remeasured at a fair value of RMB4,183,000. Since the acquisition
date, revenue of RMB26,021,000 and profit of RMB4,022,000 from Zhilian Precision were consolidated for
the year ended December 31, 2024. Had the acquisitions been completed on January 1, 2024, the Group’s
revenue and profit for the year would have been RMB44,259,483,000 and RMB1,761,389,000, respectively.
For the year ended December 31, 2025
Dongguan Jieying
Precision Silicone
Technology Co.,
Ltd.*
Jiangsu Kooda Stern
Automobile
Technology Co., Ltd.
and its subsidiaries
Zhejiang Xianglong
Machinery Co., Ltd.
and its subsidiaries
(note c) (note d) (note e)
RMB’000 RMB’000 RMB’000
Investment properties and other property, plant and
equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100164,557 528,244 1,082,281
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,663 16,931 3,367
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,930 29,630 179,718
Restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 166,054 96,000
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110067,003 366,328 314,992
Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079,006 533,716 580,211
APPENDIX I ACCOUNTANTS’ REPORT
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For the year ended December 31, 2025
Dongguan Jieying
Precision Silicone
Technology Co.,
Ltd.*
Jiangsu Kooda Stern
Automobile
Technology Co., Ltd.
and its subsidiaries
Zhejiang Xianglong
Machinery Co., Ltd.
and its subsidiaries
(note c) (note d) (note e)
RMB’000 RMB’000 RMB’000
Deferred tax assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,822 9,578 372
Investments in associates and joint ventures /H1100/H1100/H1100/H1100/H1100– – 73,398
Other current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,533 116,424 178,681
Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100792 1,028 27,345
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(96,300) (1,166,408) (1,268,560)
Short-term borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (155,522) (168,589)
Non-current interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100– (37,152) –
Current tax payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,918) (44,498) (20,721)
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(65,032) (21,484) –
Deferred tax liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,990) (12,930) (23,531)
Fair value of identifiable net assets acquired /H1100/H1100/H1100/H1100207,066 329,939 1,054,964
Less: Non-controlling interest /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(41,413) (131,976) (40,616)
Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100165,231 42,037 1,364,993
Contingent consideration /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,116 – –
Total consideration satisfied by cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100344,000 240,000 2,379,341
Less: consideration payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (884,152)
Less: cash and cash equivalents acquired /H1100/H1100/H1100/H1100/H1100/H1100/H1100(20,930) (29,630) (179,718)
Less: Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009 7––
Net cash flows used in acquisition /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100323,167 210,370 1,315,471
* The identifiable assets and liabilities of Jieying Technology are prepared on a consolidated basis including
Anshun Investment and its subsidiary.
Note:
(c) Pursuant to the Purchase Agreements as disclosed in note 19, the consideration payable consists of two
components for acquisition of 80% equity interest in Jieying Technology and Anshun Investment: (i) a cash
consideration of RMB344,000,000, which was paid upon completion of the transactions, and (ii) a contingent
cash consideration subject to the achievement of the committed net profit, which is the audited net profit of
Jieying Technology and Anshun Investment for the fiscal year 2025 (based on a simulated consolidated
reporting basis) shall be no less than RMB48,000,000. If the actual audited net profit for fiscal year 2025 falls
below the Committed Net Profit, the Vendors shall compensate the Group in cash, proportionate to the
respective equity interests transferred. Jieying Technology and Anshun Investment are principally engaged in
the manufacturing and sales of automotive components. The transaction was completed on October 31, 2025,
and this acquisition has been accounted for as a business combination.
As of December 31, 2025, the contingent cash consideration attributable to the shortfall of the Committed Net
Profit amounted to RMB13,116,000, which is recognised as contingent consideration.
Under the Purchase Agreements, the Group has a contractual obligation to acquire the remaining 20% equity
interests in Jieying Technology and Anshun Investment on or before June 30, 2029. The purchase price for such
remaining equity interests is determined based on a valuation formula linked to the estimated net profit for the
year 2028. Accordingly, the obligation was initially recognised at RMB91,000,000, being the present value of
the expected purchase price at the acquisition date. The subsequent changes in present value of the obligation
are recognised in profit or loss. As at December 31, 2025, the carrying amount of the obligation to acquire NCI
was RMB91,531,000.
Included in the revenue and profit for the year ended December 31, 2025 are revenue of RMB79,602,000 and
loss of RMB5,920,000, respectively, contributed from the Jieying Technology and Anshun Investment since
the acquisition date. Had the acquisitions been completed on January 1, 2025, the Group’s revenue and profit
for the year would have been RMB51,651,466,000 and RMB2,353,411,000, respectively.
(d) In December 2025, the Group entered into a sale and purchase agreement with Changzhou Yourong
Automotive Technology Co., Ltd., Zhejiang Wanliyang Enterprise Management Co., Ltd., Wuhu Hua’an
Strategic Emerging Equity Investment Fund Partnership (Limited Partnership), Changzhou Qingfeng Yungang
Investment Center (Limited Partnership), Changzhou Chaoling Venture Investment Partnership (Limited
Partnership), and Jiangsu Xinbao Insurance-Linked Venture Investment Partnership (Limited Partnership), the
independent third-parties, to acquire 60% equity interests in Jiangsu Kooda Stern Automobile Technology Co.,
Ltd., with a total cash consideration of RMB240,000,000. Jiangsu Kooda Stern Automobile Technology Co.,
Ltd. is principally engaged in the manufacturing and sales of automotive components. The transaction was
completed on December 31, 2025, and this acquisition has been accounted for as a business combination.
APPENDIX I ACCOUNTANTS’ REPORT
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As the acquisition was completed on December 31, 2025, no revenue or profit or loss contribution from Jiangsu
Kooda Stern Automobile Technology Co., Ltd. and its subsidiaries was included in the consolidated statement
of profit or loss of the Group for the year ended December 31, 2025.
Had the acquisitions been completed on January 1, 2025, the Group’s revenue and profit for the year would
have been RMB52,533,077,000 and RMB2,345,815,000, respectively.
(e) In October 2025, the Group entered into equity purchase agreements with Venture Equities Management, Inc.
(“VEM”), Ningbo Jialong Industry Co., Ltd. (“Jialong Industry”), Hangzhou Xiebang Enterprise Management
Co., Ltd. (“Hangzhou Xiebang”) and Ningbo Longjun Enterprise Management Partnership Enterprise (Limited
Partnership) (“Ningbo Longjun”), all independent third parties, to acquire 96.15% equity interest in Zhejiang
Xianglong Machinery Co., Ltd. (“Xianglong Machinery”). Upon completion of the acquisition, Xianglong
Machinery became a subsidiary of the Group.
Pursuant to the equity purchase agreements, the total cash consideration amounted to RMB2,379,341,000,
comprising two components:
(i) phase I cash consideration of RMB1,610,573,000, of which RMB115,384,000 remained unpaid as at
December 31, 2025 and is recognised as equity consideration payables. RMB115,384,000 is
subsequently settled in January 2026; and
(ii) phase II contingent consideration of RMB793,267,000 is payable upon the achievement of committed
net profit targets and impairment test arrangements for the years 2025, 2026 and 2027 on a consolidated
basis. If no compensation is triggered under the profits commitments or impairment testing, the
payment shall be made on the date of issuance of the annual special audit report for the performance
commitment period, following joint written confirmation by both parties. As of December 31, 2025, the
present value of contingent consideration is recognised in Note 29, of which the current liability portion
amounts to RMB224,006,000 and the non-current liability portion amounts to RMB544,762,000.
Under the agreements, the vendors undertook certain profit guarantee and impairment compensation
obligations in respect of acquisition of Xianglong Machinery, and the Group is entitled to offset any
compensation payable to the vendors against the unpaid phase II consideration.
Xianglong Machinery is principally engaged in the manufacture and sale of automotive components. The
transaction was completed on December 31, 2025, and this acquisition has been accounted for as a business
combination.
As at December 31, 2025, the unpaid consideration includes RMB115,384,000 presented as consideration
payables in note 24 and RMB768,768,000 as consideration payables in note 29, representing an aggregate
unpaid amount of RMB884,152,000.
As the acquisition was completed on December 31, 2025, no revenue or profit or loss contribution from
Zhejiang Xianglong Machinery Co., Ltd. and its subsidiaries was included in the consolidated statement of
profit or loss of the Group for the year ended December 31, 2025.
Had the acquisitions been completed on January 1, 2025, the Group’s revenue and profit for the year would
have been RMB53,726,371,000 and RMB2,526,876,000, respectively.
(f) Common control business combination
On January 15, 2025, the Group acquired 82% equity interests at Suzhou Lingye Intelligent Technology Co.,
Ltd. at a cash consideration of RMB28,800,000 from Lingsheng Investment. As Lingsheng Investment had
control over both the Company and the acquiree, the acquisition constituted a business combination under
common control.
33 FINANCIAL RISK MANAGEMENT AND FAIR V ALUES
Exposure to credit, liquidity, interest rate and foreign currency risks arises in the normal course of the Group’s
business. The Group is also exposed to equity price risk arising from its equity investments in other entities and movements
in its own equity share price.
The Group’s exposure to these risks and the financial risk management policies and practices used by the Group to
manage these risks are described below.
(a) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss
to the Group. The Group’s credit risk is primarily attributable to bank deposits, trade and bills receivables and other
receivables. The Group’s exposure to credit risk arising from cash and cash equivalents, bank bills receivables, bank wealth
management products and derivative financial instruments are limited because the counterparties are banks and financial
institutions with sound credit ratings, for which the Group considers to have low credit risk. The Group does not provide
any guarantees which would expose the Group to credit risk.
APPENDIX I ACCOUNTANTS’ REPORT
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Trade and bills receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer
rather than the industry or country in which the customers operate and therefore significant concentrations of credit
risk primarily arise when the Group has significant exposure to individual customers.
The Group applies the simplified approach in calculating ECLs for trade and bills receivables. For customer
subjected to individual assessment, the management has fully provided for impairment during the Track Record
Period. These evaluations focus on the customer’s past history of making payments when due and current ability to
pay, and take into account information specific to the customer as well as pertaining to the economic environment
in which the customer operates. The remaining trade receivables are grouped and collectively assessed for impairment
allowance. Under the collective approach, an impairment analysis is performed at each reporting date using a
provision matrix to measure expected credit losses. The provision rates are based on aging for groupings of various
customers with similar loss patterns. The calculation reflects the probability-weighted outcome, the time value of
money and reasonable and supportable information that is available at the reporting date about past events, current
conditions and forecasts of future economic conditions. Trade and bills receivables are due within 30 to 120 days from
the date of invoice. Normally, the Group does not obtain collateral from customers.
Except for those trade debtors which are assessed individually for loss allowance, the Group measures loss
allowances for other trade debtors at an amount equal to lifetime ECLs, which is calculated using a provision matrix.
As the Group’s historical credit loss experience does not indicate significantly different loss patterns for different
customer segments, the loss allowance based on past due status is not further distinguished between the Group’s
difference customer bases.
The following table provides information about the Group’s exposure to credit risk and ECLs for trade
receivables which are assessed collectively as at the end of the reporting periods:
As at December 31, 2023
Expected loss rates
Gross carrying
amount Loss allowance
% RMB’000 RMB’000
Current (not past due) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004.00% 7,770,419 (310,432)
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009.91% 1,477,001 (146,400)
1 year to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100.00% 5,060 (5,060)
Over 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100.00% 3,488 (3,488)
5.03% 9,255,968 (465,380)
As at December 31, 2024
Expected loss rates
Gross carrying
amount Loss allowance
% RMB’000 RMB’000
Current (not past due) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004.12% 10,412,917 (428,941)
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010.24% 1,627,264 (166,596)
1 year to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100.00% 6,614 (6,614)
Over 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100.00% 3,104 (3,104)
5.02% 12,049,899 (605,255)
As at December 31, 2025
Expected loss rates
Gross carrying
amount Loss allowance
% RMB’000 RMB’000
Current (not past due) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003.63% 12,554,856 (455,244)
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010.71% 1,870,431 (200,283)
1 year to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100.00% 10,719 (10,719)
Over 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100.00% 8,025 (8,025)
4.67% 14,444,031 (674,271)
These rates are adjusted to reflect differences between economic conditions during the period over which the
historical data has been collected, current conditions and the Group’s view of economic conditions over the expected
lives of the receivables.
Apart from the above trade debtors with ECLs which are collectively assessed using provision matrix, loss
allowance of RMB46,091,000, RMB40,847,000 and RMB41,180,000 were provided for other credit-impaired trade
debtors which were assessed individually and with gross carrying amount of RMB46,178,000, RMB40,847,000 and
RMB41,180,000 as at December 31, 2023, 2024 and 2025 respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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Loss allowance for bills receivables are assessed individually. As at December 31, 2023, 2024 and 2025, loss
allowance of RMB1,213,000, RMB838,000 and RMB1,870,000 were provided for commercial bills with gross
carrying amount of RMB24,266,000, RMB16,758,000 and RMB51,128,000 respectively.
No loss allowance were made for bank bills receivables with gross carrying amount of RMB106,891,000,
RMB88,568,000 and RMB204,687,000 as at December 31, 2023, 2024 and 2025 respectively, as the issuer banks are
considered with good credit rating while there are no other significant specific factors such as economic environment
and country risk that would adversely affect the credit evaluation.
Loss allowances of trade and bills receivables
Movement in the loss allowance account in respect of trade and bills receivables during the Track Record
Period is as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100517,200 512,684 646,940
Amounts written off during the year /H1100/H1100/H1100/H1100/H1100/H1100(346) (13,863) 830
Recovery during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(80,117) (26,653) (82,613)
Impairment losses recognised during the
year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110068,399 173,969 156,496
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,548 803 (4,332)
At end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100512,684 646,940 717,321
Loss allowances of other receivables
The expected credit loss rates in respect of other receivables are set out below.
Stage 1 Stage 2 Stage 3
RMB (’000) 12m ECL
Lifetime ECL not
credit-impaired
Lifetime ECL
credit-impaired
At December 31, 2023
Gross carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100492,623 – 698,680
Allowance for impairment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110055,782 – 698,011
Expected loss rate (%) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011.32% – 99.90%
At December 31, 2024
Gross carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100416,478 – 601,749
Allowance for impairment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,650 – 601,749
Expected loss rate (%) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012.16% – 100.00%
At December 31, 2025
Gross carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100504,459 – 498,979
Allowance for impairment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110078,192 – 498,979
Expected loss rate (%) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015.50% – 100.00%
Loss allowances in respect of other assets are recorded using an allowance account unless the Group is
satisfied that there is no reasonable expectation of further recoveries in which case the receivables are written off.
The movement in the loss allowances in respect of other receivables during the year is as follows.
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100961,139 753,793 652,399
Impairment losses recognised during the
year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110039,940 21,080 29,941
Amounts written off during the year /H1100/H1100/H1100/H1100/H1100/H1100(3,936) (1,147) (99)
Recovery during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(243,659) (119,684) (104,876)
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100309 (1,643) (194)
At end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100753,793 652,399 577,171
APPENDIX I ACCOUNTANTS’ REPORT
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Cash and cash equivalents, time deposits and restricted bank deposits
Cash and cash equivalents, time deposits and restricted bank deposits are considered to have low credit risk
because the counterparties are banks and have a low risk of default, and have a strong capacity to meet its contractual
cash flow obligations in the near term. Cash and cash equivalents, time deposits and restricted bank deposits are also
subject to the impairment requirements of IFRS 9, while the identified credit loss was immaterial.
(b) Liquidity risk
The Group’s policy is to regularly monitor current and expected liquidity requirements and its compliance with
lending covenants, to ensure that is maintains sufficient reserves of cash and adequate committed funding from major
financial institutions to meet its liquidity requirements in the short and longer term.
The following table details the remaining contractual maturities as at the end of the reporting periods of the Group’s
financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using
contractual rates on, if floating, based on rates current at the end of the reporting periods) and the earliest date the Group
can be required to pay.
For borrowings subject to repayment on demand clause which can be exercised at the bank’s sole discretion, the
maturity analysis shows the cash outflow based on expected repayment dates with reference to the schedule of repayments
set out in the banking facilities letter and, separately, the impact to the timing of the cash outflow if the lenders were to
invoke unconditional rights to call the loans with immediate effect.
As at December 31, 2023
Within 1 year
or on demand
More than
1 year but
within 2 years
More than
2 years but
within 5 years
More than
5 years
Total
contractual
undiscounted
cash flow
Carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and other
payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,769,843 – – – 8,769,843 8,769,843
Short-term borrowings /H1100/H11001,500,338 – – – 1,500,338 1,486,671
Non-current interest-
bearing bank
borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H11002,114,661 2,169,100 1,936,067 – 6,219,828 5,941,843
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100246,438 200,471 199,508 133,827 780,244 705,226
12,631,280 2,369,571 2,135,575 133,827 17,270,253 16,903,583
As at December 31, 2024
Within 1 year
or on demand
More than
1 year but
within 2 years
More than
2 years but
within 5 years
More than
5 years
Total
contractual
undiscounted
cash flow
Carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and other
payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,097,523 – – – 11,097,523 11,097,523
Short-term borrowings /H1100/H1100930,57 0––– 930,570 929,239
Non-current interest-
bearing bank
borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H11002,466,342 4,132,433 1,762,302 65,714 8,426,791 8,092,555
Bonds payables /H1100/H1100/H1100/H1100/H1100/H1100499 9,048 101,812 2,288,462 2,399,821 2,076,516
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100322,481 192,225 242,792 137,042 894,540 797,032
14,817,415 4,333,706 2,106,906 2,491,218 23,749,245 22,992,865
APPENDIX I ACCOUNTANTS’ REPORT
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As at December 31, 2025
Within 1 year
or on demand
More than
1 year but
within 2 years
More than
2 years but
within 5 years
More than
5 years
Total
contractual
undiscounted
cash flow
Carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and other
payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,272,750 – 103,351 – 15,376,101 15,364,282
Short-term borrowings /H1100/H11004,536,151 – – – 4,536,151 4,531,560
Non-current interest-
bearing bank
borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H11004,683,882 2,314,463 2,062,742 32,074 9,093,161 8,810,478
Other financial
liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100237,980 237,980 317,307 – 793,267 768,768
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100427,929 302,667 540,400 393,924 1,664,920 1,502,075
25,158,692 2,855,110 3,023,800 425,998 31,463,600 30,977,163
As at December 31, 2023 Contractual undiscounted cash inflow/(outflow)
Within 1 year or
on demand
More than
1 year but
within 2 years
More than
2 years but
within 5 years
More than
5 years
Total contractual
undiscounted
cash flow
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Derivatives settled at gross
Forward foreign exchange
contracts:
– outflow /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(772,014) – – – (772,014)
– inflow /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100776,00 9––– 776,009
As at December 31, 2024 Contractual undiscounted cash inflow/(outflow)
Within 1 year or
on demand
More than
1 year but
within 2 years
More than
2 years but
within 5 years
More than
5 years
Total contractual
undiscounted
cash flow
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Derivatives settled at gross
Forward foreign exchange
contracts:
– outflow /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,816,228) – – – (4,816,228)
– inflow /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,791,390 – – – 4,791,390
As at December 31, 2025 Contractual undiscounted cash inflow/(outflow)
Within 1 year or
on demand
More than
1 year but
within 2 years
More than
2 years but
within 5 years
More than
5 years
Total contractual
undiscounted
cash flow
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Derivatives settled at gross
Forward foreign exchange
contracts:
– outflow /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,811,258) – – – (2,811,258)
– inflow /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,813,941 – – – 2,813,941
(c) Interest rate risk
The Group’s interest rate risk arises primarily from the Group’s borrowings. Borrowings issued at variable rates and
at fixed rates expose the Group to cash flow interest rate risk and fair value interest rate risk respectively. The group has
been monitoring the level of interest rates. The increase in the interest rates will increase the interest costs of borrowings
at variable rates, which will further impact the performance of the Group.
Sensitivity analysis
It is estimated that a general increase/decrease of 1% in interest rates, with all other variables held constant, would
have increased/decreased the Group’s loss or decreased/increased the Group’s profit after tax and retained profits by
approximately RMB46,411,000, RMB59,193,000 and RMB56,157,000 as at December 31, 2023, 2024 and 2025,
respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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The sensitivity analysis above indicates the instantaneous change in the Group’s profit before taxation that would
arise assuming that the change in interest rates had occurred at the end of the reporting period. In respect of the exposure
to cash flow interest rate risk arising from floating rate non-derivative instruments the Group held at the end of the report
periods, the impact on the Group’s profit before taxation is estimated as an annualised impact on interest expense or income
of such a change in interest rates. The analysis is performed on the same basis for the years ended December 31, 2023, 2024
and 2025.
(d) Foreign currency risk
The Group is exposed to foreign currency risk primarily through sales and purchases which give rise to receivables,
payables, short-term borrowings, interest-bearing borrowings and cash balances that are denominated in a foreign currency,
i.e. a currency other than the functional currency of the operations to which the transactions relate. The currencies giving
rise to this risk are primarily United States Dollar (“USD”), Euros (“EUR”), Hong Kong dollar (“HKD”), Japanese Yen
(“JPY”) and Australian Dollar (“AUD”), Swiss franc (“CHF”), Vietnamese Dong (“VND”), Turkish Lira (“TRY”), Singapore
Dollar (“SGD”), Korean Won (“KRW”), Indian Rupee (“INR”).
(i) Exposure to currency risk
The following table details the Group’s exposure at the end of the reporting periods to currency risk arising from
recognised assets or liabilities denominated in a currency other than the functional currency of the entity to which they relate.
For presentation purposes, the amounts of the exposure are shown in RMB, translated using the spot rate at the period end
date.
The Group’s major foreign currency exposures are as follows:
As at December 31, 2023
USD EUR HKD VND
RMB’000 RMB’000 RMB’000 RMB’000
Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H110011,833,405 14,067 2,877 11,550
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100362,477 2,116 3,261 760
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,483,967) (96,158) (572) (13,073)
Notional amounts of forward foreign
exchange contracts /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,932,226) – – –
(220,311) (79,975) 5,566 (763)
As at December 31, 2024
USD EUR HKD VND
RMB’000 RMB’000 RMB’000 RMB’000
Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H110013,814,517 16,612 2,289 19,856
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H11001,209,557 4,546 4,451 3,545
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(10,375,115) (160,253) (343) (34,001)
Notional amounts of forward foreign
exchange contracts /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(467,246) – – –
4,181,713 (139,095) 6,397 (10,600)
As at December 31, 2025
USD EUR HKD VND
RMB’000 RMB’000 RMB’000 RMB’000
Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H110011,736,202 39,042 2,150 9,055
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100903,505 13,292 8,933 6,314
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,027,058) (136,396) (578) (42,828)
Notional amounts of forward foreign
exchange contracts /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(175,720) – – –
4,436,929 (84,062) 10,505 (27,459)
APPENDIX I ACCOUNTANTS’ REPORT
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(ii) Sensitivity analysis
A 5% strengthening of RMB against the following currencies at the reporting date would increase the loss or
decreased the profit before taxation by the amounts shown below. This analysis assumes that all other variables, including
interest rates, remain constant.
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
USD /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(11,016) 209,086 221,846
EUR /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,999) (6,955) (4,203)
HKD /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100278 320 525
VND /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(38) (530) (1,373)
A 5% weakening of RMB against the above currencies would have had the equal but opposite effect on the above
currencies to the amounts shown above, on the basis that all other variables remain constant.
Results of the analysis as presented in the above table represent an aggregation of the instantaneous effects on each
of the Group entities’ profit before tax and equity measured in the respective functional currencies, translated into RMB at
the exchange rate ruling at the end of the reporting period for presentation purposes.
The sensitivity analysis assumes that the change in foreign exchange rates had been applied to re-measure those
financial instruments held by the Group which expose the Group to foreign currency risk at the end of the reporting period,
including inter-company payables and receivables within the Group which are denominated in a currency other than the
functional currencies of the lender or the borrower. The analysis excludes differences that would result from the translation
of the financial statements of foreign operations into the Group’s presentation currency. The analysis is performed on the
same basis for the years ended December 31, 2023, 2024 and 2025.
(e) Fair value measurement
(i) Financial assets and liabilities measured at fair value
Fair value hierarchy
The following table presents the fair value of the Group’s financial instruments measured at the end of the
reporting period on a recurring basis, categorised into the three-level fair value hierarchy as defined in IFRS 13, Fair
value measurement . The level into which a fair value measurement is classified is determined with reference to the
observability and significance of the inputs used in the valuation technique as follows:
 Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in
active markets for identical assets or liabilities at the measurement date
 Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet
Level 1, and not using significant unobservable inputs. Unobservable inputs are
inputs for which market data are not available.
 Level 3 valuations: Fair value measured using significant unobservable inputs
Analysis on fair value measurement of financial instruments as at December 31, 2023, 2024 and 2025 are as
follows:
Fair value at
December 31, 2023
Fair value measurement
at December 31, 2023 categorised into
RMB’000 Level 1 Level 2 Level 3
Recurring fair value
measurement
Financial assets:
Financial assets at FVTPL
– Bank wealth management
products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026,606 – 26,606 –
– listed equity securities /H1100/H1100/H1100/H1100/H1100238,568 227,568 11,000 –
– Derivative financial
instrument /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110036,691 – 36,691 –
301,865 227,568 74,297 –
APPENDIX I ACCOUNTANTS’ REPORT
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Fair value at
December 31, 2023
Fair value measurement
at December 31, 2023 categorised into
RMB’000 Level 1 Level 2 Level 3
Financial assets at FVTOCI
– Notes receivables measured at
FVTOCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100238,991 – – 238,991
– Unlisted equity securities /H1100/H1100/H110072,074 – 72,074 –
– Listed equity securities /H1100/H1100/H1100/H11001,760 – 1,760 –
312,825 – 73,834 238,991
Fair value at
December 31, 2024
Fair value measurement at
December 31, 2024 categorised into
RMB’000 Level 1 Level 2 Level 3
Recurring fair value
measurement
Financial assets:
Financial assets at FVTPL
– Listed equity securities /H1100/H1100/H1100/H1100210,986 204,026 6,960 –
Financial assets at FVTOCI
– Notes receivables measured at
FVTOCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100248,517 – – 248,517
– Unlisted equity securities /H1100/H1100/H110072,074 – 72,074 –
– Listed equity securities /H1100/H1100/H1100/H11001,728 – 1,728 –
322,319 – 73,802 248,517
Financial liabilities:
– Derivative financial
instrument /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100130,183 – 130,183 –
Fair value at
December 31, 2025
Fair value measurement at
December 31, 2025 categorised into
RMB’000 Level 1 Level 2 Level 3
Recurring fair value
measurement
Financial assets:
Financial assets at FVTPL
– Bank wealth management
products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,495,521 – 1,495,521 –
– Listed equity securities /H1100/H1100/H1100/H110019,929 185 19,744 –
– Unlisted equity securities /H1100/H1100/H110018,127 – 18,127 –
– Contingent consideration /H1100/H1100/H110013,116 – – 13,116
– Derivative financial
instruments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100836 – 836 –
1,547,529 185 1,534,228 13,116
Financial assets at FVTOCI
– Notes receivables measured at
FVTOCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100403,378 – – 403,378
– Unlisted equity securities /H1100/H1100/H110083,149 – 83,149 –
– Listed equity securities /H1100/H1100/H1100/H11002,176 – 2,176 –
488,703 – 85,325 403,378
Financial Liabilities:
– Consideration payables /H1100/H1100/H1100/H1100768,768 – – 768,768
During the years ended December 31, 2023, 2024 and 2025, there were no transfers between Level 1 and Level
2, and between Level 2 and Level 3. The Group’s accounting policy stipulates that transfers between levels of the fair
value hierarchy shall be recognised at the end of the reporting period in which the transfers occur.
V aluation techniques and inputs used in Level 2 fair value measurements
The fair value of other current financial assets in Level 2 is estimated by calculating the net present value of
future cash flows, based on the return rates of bank wealth management products and forward exchange rates
observable in the market at the end of the reporting period.
APPENDIX I ACCOUNTANTS’ REPORT
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Certain listed equity securities and all unlisted equity securities were classified as Level 2 financial assets.
Their fair values were determined using a market approach with reference to observable market data, including quoted
prices in the National Equities Exchange and Quotations market, recent financing transactions and recent equity
transfer transactions involving independent market participants. Such inputs are observable either directly or
indirectly but do not represent unadjusted quoted prices in active markets for identical assets.
V aluation techniques and inputs used in Level 3 fair value measurements
Financial instruments whose fair value is classified in Level 3 mainly comprise notes receivables measured at
FVTOCI, contingent consideration and consideration payables. Their fair values are determined using valuation
techniques involving significant unobservable inputs, including discounted cash flow analysis and forecast net profit
of the target company, where applicable.
As at December 31,
Fair value
hierarchy 2023 2024 2025
Valuation
technique and key
input Unobservable input Range Sensitivity of fair value to the input
RMB’000 RMB’000 RMB’000
Financial assets at
FVTOCI
– Notes receivables
measured at
FVTOCI /H1100/H1100/H1100/H1100/H1100
Level 3 238,991 248,517 403,378 Discounted Cash
Flow
Discounted Rate 0.01%-2.10% A 10% increase/decrease in the
discount rate as at December 31,
2023, 2024 and 2025 would result
in a corresponding decrease or
increase in the fair value of the
relevant assets by
RMB3,126,000/RMB2,564,000,
RMB3,251,000/RMB2,666,000 and
RMB5,249,000/RMB4,305,000,
respectively.
Financial assets at
FVTPL
– Contingent
consideration /H1100/H1100/H1100
Level 3 – – 13,116 Net profit of the
target
company
consolidated net
profit of the
target
company
RMB32,507,000 A 10% increase/decrease in the
consolidated net profit of the target
company as at December 31, 2025
would result in a corresponding
decrease or increase in the fair
value of the relevant assets by
RMB2,752,000.
Financial liabilities at
FVTPL
– Consideration
payables /H1100/H1100/H1100/H1100/H1100
Level 3 – – 768,768 Discounted Cash
Flow
Discounted Rate 2.34% A 10% increase/decrease in the
discount rate as at December 31,
2025 would result in a
corresponding decrease/increase in
the fair value of the relevant
liabilities by RMB2,389,000/
RMB2,400,000, respectively.
(ii) Fair value of financial assets and liabilities carried at other than fair value
The carrying amounts of the Group’s financial instruments carried at cost or amortised cost are not materially
different from their fair values as at December 31, 2023, 2024 and 2025.
(iii) Fair value measurements using significant unobservable inputs (level 3)
The following table presents the changes in level 3 items for the years ended December 31, 2023, 2024 and 2025:
Notes receivables
measured at
FVTOCI
Contingent
consideration
Consideration
payables
RMB’000 RMB’000 RMB’000
As at January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100230,329 15,030 –
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,662 – –
Disposal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (15,030) –
As at December 31, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100238,991 – –
As at January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100238,991 – –
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,526 – –
As at December 31, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100248,517 – –
APPENDIX I ACCOUNTANTS’ REPORT
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Notes receivables
measured at
FVTOCI
Contingent
consideration
Consideration
payables
RMB’000 RMB’000 RMB’000
As at January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100248,517 – –
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100154,861 13,116 768,768
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––
As at December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100403,378 13,116 768,768
34 COMMITMENTS
Capital commitments outstanding at the end of the reporting periods not provided for in the Track Record Period were
as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Contracted for
– Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,082,534 3,686,788 3,364,636
– Subscribed capital contribution (note) /H1100/H1100/H1100/H1100/H1100/H1100/H110093,704 – 1,397,629
Authorised but not contracted for
– Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100717,888 498,691 520,304
– Subscribed capital contribution /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 50,000
3,894,126 4,185,479 5,332,569
Note: The subscribed capital contribution mainly represents:
(a) Included in the Group’s contracted commitments for subscribed capital contribution as at December 31, 2025
was a commitment of RMB442,629,000 in respect of the proposed acquisition relating to Tritree Metal
(Shenzhen) Co., Ltd. pursuant to a share purchase agreement entered into in September 2025. In April 2026,
the relevant agreement was amended and supplemented, and the consideration payable under the amended
arrangements was revised to RMB396,730,000. Completion of the transaction remains subject to satisfaction
of the conditions precedent under the relevant agreements.
(b) The Group entered into share purchase agreements on December 22, 2025 to acquire 35% equity interest of
Dongguan Readore Technology Co., Ltd. (ʮ̡) (the “Readore”) from its then
shareholders, which are independent third parties and acquire 17.78% of voting rights of Readore from Zhang
Qiang who is an independent third party, at an aggregate cash consideration of RMB875,000,000.
The Group was not committed to enter into any material new lease that is not yet commenced at the end of the
reporting periods during the Track Record Period.
35 MATERIAL RELATED PARTY TRANSACTIONS
During the Track Record Period, transactions with the following parties are considered to be related party transactions
of the Group:
Name of Related Party Relationship with the Group
ShenZhen Kingdom Electronic Co., Ltd. and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Indirectly controlled by the controlling shareholder
Lingsheng Investment and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Controlled by the controlling shareholder
Guangdong Nbtm New Materials Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100Significantly influenced by a subsidiary of the
Company
Zhilian Precision /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Former Significantly influenced by a subsidiary of the
Company (became a subsidiary in March 31, 2024)
HG Automation Technology (Suzhou) Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Significantly influenced by the controlling shareholder
of the company
Shenzhen Xiaochen Technology Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Significantly influenced by the controlling shareholder
of the company
Nanjing Kuke Electronic Technology Co., Ltd. and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Significantly influenced by a subsidiary of the
Company
Dongguan Zhongke Dihong Artificial Intelligence
Technology Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Significantly influenced by closely related family
members of the key former management personnel
of the Company
APPENDIX I ACCOUNTANTS’ REPORT
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Name of Related Party Relationship with the Group
Jiangmen Jiefuyi Magnetic Material Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100Significantly influenced by a subsidiary of the
Company
Shenzhen Linglue Investment Development Co., Ltd. /H1100Controlled by the controlling shareholder and its close
family members
Jiangmen Mading Electrical Machinery Technology
Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Significantly influenced by a subsidiary of the
Company
Tianjin PM Laser Industries Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Formerly indirectly controlled by the controlling
shareholder
Lingchao Enterprise Management Consulting (Hainan)
Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Former joint venture of the Company
DBG Electronics (Investment) Limited and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
The controlling shareholder and its closely related
family member of the controlling shareholder
serving as directors, supervisors and senior
management
Zeng Fangqin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Controlling shareholder
Zeng Fangling /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Family member of the controlling shareholder
Zeng Fangping /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Family member of the controlling shareholder
Zeng Fanghua /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Family member of the controlling shareholder
Sizheke Precision Machinery Manufacturing
(Changzhou) Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Former subsidiary of the Company (the equity interest
was disposed of in December 31, 2022)
Jiaxing Chaoxi Hehou Equity Investment Partnership
Enterprise (Limited Partnership) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Significantly influenced by a subsidiary of the
Company
(a) Key management personnel remuneration
Remuneration for key management personnel of the Group is as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Directors’ fee /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100450 451 485
Salaries, allowance and benefits in kind /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,900 15,332 16,421
Discretionary bonus /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,944 3,698 2,522
Retirement scheme contributions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110089 96 82
Equity settled share-based payment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,160 9,457 24,311
23,543 29,034 43,821
Total remuneration is included in “Staff costs” (see note 7(b)).
(b) Transactions with related parties
In addition to the transactions and balances disclosed elsewhere in the Historical Financial Information, the Group
entered into the following material related party transactions during the Track Record Period:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Purchase of goods
ShenZhen Kingdom Electronic Co., Ltd. and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100384,343 472,455 498,926
Lingsheng Investment and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H11003,794 746 –
Guangdong Nbtm New Materials Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100408 427 565
Zhilian Precision /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,814 5,798 –
HG Automation Technology (Suzhou) Ltd. /H1100/H1100/H1100/H1100/H1100/H110042,567 24,405 34,061
Shenzhen Xiaochen Technology Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H11003 9 134
Nanjing Kuke Electronic Technology Co., Ltd.
and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,199 450 108
Dongguan Zhongke Dihong Artificial Intelligence
Technology Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,867 – –
Jiangmen Jiefuyi Magnetic Material Co., Ltd. /H1100/H1100/H1100/H11003 1––
456,414 504,284 533,664
APPENDIX I ACCOUNTANTS’ REPORT
– I-94 –


--- page 404 ---
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Rendering service
ShenZhen Kingdom Electronic Co., Ltd. and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,910 39 14
Lingsheng Investment and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H11005 1––
Zhilian Precision /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–1 4 –
HG Automation Technology (Suzhou) Ltd. /H1100/H1100/H1100/H1100/H1100/H1100– 730 1,245
1,961 783 1,259
Provision of service
Shenzhen Linglue Investment Development
Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–4–
Jiangmen Jiefuyi Magnetic Material Co., Ltd. /H1100/H1100/H1100/H1100– 155 165
HG Automation Technology (Suzhou) Ltd. /H1100/H1100/H1100/H1100/H1100/H1100–12
ShenZhen Kingdom Electronic Co., Ltd. and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,360 2,741 2,757
Guangdong Nbtm New Materials Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100–1 31 1
Zhilian Precision /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–1–
3,360 2,915 2,935
Sales of goods
ShenZhen Kingdom Electronic Co., Ltd. and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100101 3,656 196
Lingsheng Investment and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100529 654 14
Jiangmen Mading Electrical Machinery Technology
Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,595 9,267 8,247
Guangdong Nbtm New Materials Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H110017 30 –
Tianjin PM Laser Industries Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110062 22 –
Nanjing Kuke Electronic Technology Co., Ltd.and
its subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110056,442 54,140 41,280
Zhilian Precision /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100255 59 –
66,001 67,828 49,737
Rental income
Jiangmen Jiefuyi Magnetic Material Co., Ltd. /H1100/H1100/H1100/H11002,177 2,021 2,143
HG Automation Technology (Suzhou) Ltd. /H1100/H1100/H1100/H1100/H1100/H110071 21 1
Lingsheng Investment and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H11009 3––
Lingchao Enterprise Management Consulting
(Hainan) Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003––
Zhilian Precision /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028 14 –
2,308 2,047 2,154
Rental expenses:
Lingsheng Investment and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100543 – 1,851
DBG Electronics (Investment) Limited and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 7,309 17,426
Zeng Fangqin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 797
543 7,309 20,074
Purchase of assets:
Lingsheng Investment and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H11007,706 3,405 234
ShenZhen Kingdom Electronic Co., Ltd. and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,416 13,696 386
9,122 17,101 620
APPENDIX I ACCOUNTANTS’ REPORT
– I-95 –


--- page 405 ---
(c) Balances with related parties
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables:
Lingsheng Investment and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H11001,031 294 –
ShenZhen Kingdom Electronic Co., Ltd. and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100150 170 259
Guangdong Nbtm New Materials Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H11002 0––
Jiangmen Mading Electrical Machinery Technology
Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,904 4,044 4,717
Nanjing Kuke Electronic Technology Co., Ltd. and
its subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,216 19,669 8,215
HG Automation Technology (Suzhou) Ltd. /H1100/H1100/H1100/H1100/H1100/H11001––
Tianjin PM Laser Industries Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 0––
Zhilian Precision /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007 1––
26,443 24,177 13,191
Prepayments, other receivables and other assets:
ShenZhen Kingdom Electronic Co., Ltd. and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,150 308 349
HG Automation Technology (Suzhou) Ltd. /H1100/H1100/H1100/H1100/H1100/H11007,742 – 765
Jiaxing Chaoxi Hehou Equity Investment Partnership
Enterprise (Limited Partnership) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 699 –
Jiangmen Jiefuyi Magnetic Material Co., Ltd. /H1100/H1100/H1100/H1100– 11,666 –
Lingsheng Investment and its subsidiaries (1) /H1100/H1100/H1100/H1100/H110079,994 – 203
Shenzhen Linglue Investment Development Co.,
Ltd.(1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,000 – –
DBG Electronics (Investment) Limited and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 4,210
138,886 12,673 5,527
Notes:
(1) The balances due from Lingsheng Investment and its subsidiaries and Shenzhen Linglue Investment
Development Co., Ltd. as at December 31, 2023 included non-trade balances arising from the retrospective
adjustments of financial information for historical periods in accordance with the accounting policy for
business combination under common control subsequent to the acquisition of Suzhou Lingye Intelligent
Technology Co., Ltd. in January 2025 (note 2(c)(2) & note 32(f)). Such non-trade balances had been fully
settled as at December 31, 2025. The remaining balance due from Lingsheng Investment and its subsidiaries
as at December 31, 2025 was trade- related in nature and arose in the ordinary course of business.
In relation to the above non-trade balances, for the year ended December 31, 2024, the change in the Group’s
prepayments, other receivables and other assets included non-cash movements of RMB119,992,701 arising
from a debt restructuring arrangement with related parties.
(2) Save as disclosed above, all other related-party balances presented above were trade in nature and arose in the
ordinary course of business.
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade and other payables:
Lingsheng Investment and its subsidiaries (1) /H1100/H1100/H1100/H1100/H1100174,578 32,825 141
ShenZhen Kingdom Electronic Co., Ltd. and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110073,202 86,644 77,152
Guangdong Nbtm New Materials Co., Ltd. /H1100/H1100/H1100/H1100/H110069 192 158
Nanjing Kuke Electronic Technology Co., Ltd.
and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110045 105 54
HG Automation Technology (Suzhou) Ltd. /H1100/H1100/H1100/H1100/H1100/H11004,648 11,695 15,774
Zhilian Precision /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,554 – –
Shenzhen Xiaochen Technology Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H11002 21–
Sizheke Precision Machinery Manufacturing
(Changzhou) Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005––
260,123 131,462 93,279
APPENDIX I ACCOUNTANTS’ REPORT
– I-96 –


--- page 406 ---
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Contract liabilities:
HG Automation Technology (Suzhou) Ltd. /H1100/H1100/H1100/H1100/H1100/H1100–1–
–1–
Notes:
(1) The balances with Lingsheng Investment and its subsidiaries included in other payables comprised both trade
and non-trade balances during the Track Record Period. All non-trade balances due to Lingsheng Investment
and its subsidiaries had been fully settled as at December 31, 2025, and the remaining balance as at December
31, 2025 was trade in nature.
Additions to such non-trade balances amounted to RMB55.0 million, RMB6.5 million and nil for the years
ended December 31, 2023, 2024 and 2025, respectively. During the year ended December 31, 2024,
movements in such non-trade balances also included a non-cash movement of RMB119,992,701 arising from
a debt restructuring arrangement with related parties.
(2) Save as disclosed above, all other related-party balances presented above were trade in nature and arose in the
ordinary course of business.
(d) Guarantees issued by related parties
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Guarantees issued by the controlling shareholder and
immediate holding company to the Group /H1100/H1100/H1100/H1100/H110011,558,478 – –
As at December 31, 2023 certain banking loans granted to the Group in note 25 and bonds payables issued by the
Group in note 26 were guaranteed by Ms. Zeng, the controlling shareholder of the Company, Mr. Wang Nandong, a
shareholder of the Company, and Lingsheng Investment, the immediate holding company (jointly/respectively), and pledged
with the equity interest in the Company held by Lingsheng Investment. As at December 31, 2025, there were no guarantees
issued by the controlling shareholder and immediate holding company to the Group.
36 SUBSEQUENT EVENTS AFTER THE TRACK RECORD PERIOD
(a) The Group entered into share purchase agreements on December 22, 2025 to acquire 35% equity interest of Dongguan
Readore Technology Co., Ltd. (ʮ̡) (the “Readore”) from its then shareholders, which
are independent third parties, and acquire 17.78% of voting rights of Readore from Zhang Qiang who is an
independent third party, at an aggregate cash consideration of RMB875,000,000. The acquisition of Readore was
completed in January 2026. Upon the completion of the acquisitions, the Group held 52.78% of voting rights of
Readore. Readore became a subsidiary of the Group with effect from January 31, 2026, and its financial results have
been consolidated commencing from February 1, 2026. The acquisition-date fair values of the identifiable assets
acquired and liabilities assumed were as follows:
RMB’000
(unaudited)
Investment properties and other property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,602
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100134,293
Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110051,244
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110048,789
Restricted bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,103
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100111,278
Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100459,932
Other current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,951
Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,988
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(344,726)
Short-term borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(159,161)
Non-current interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,968)
Other financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(17,533)
Current tax payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(10,935)
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(55,630)
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(24,164)
APPENDIX I ACCOUNTANTS’ REPORT
– I-97 –


--- page 407 ---
RMB’000
(unaudited)
Deferred tax liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,405)
Fair value of identifiable net assets acquired /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100247,658
Less: Non-controlling interest /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(156,644)
Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100783,986
Total consideration satisfied by cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100875,000
Less: cash and cash equivalents acquired /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(48,789)
Net cash flows used in acquisition /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100826,211
(b) On March 26, 2026, the board of directors of the Company approved the 2025 profit distribution plan. Pursuant to
the plan, based on the total share capital as of March 10, 2026 (after deducting the shares held in the special
repurchase account), the Company will distribute a cash dividend of RMB0.20 per 10 shares (tax inclusive). No bonus
shares or capital reserve conversion will be involved.
On April 20, 2026, the 2025 profit distribution plan was approved by the Shareholders’ Meeting. Pursuant to the plan,
based on the total share capital as of March 10, 2026 (after deducting the shares held in the special repurchase
account), the Company will distribute a cash dividend of RMB0.20 per 10 shares (tax inclusive). No bonus shares or
capital reserve conversion will be involved. The total cash dividend to be distributed amounts to RMB145,483,000
(tax inclusive).
37 DISPOSALS OF SUBSIDIARIES
All transactions of disposal of subsidiaries during the Track Record Period had no significant impact on the Group’s
consolidated financial statements.
38 CONTINGENT LIABILITIES
As of December 31, 2023, 2024 and 2025, the Group has no significant contingent liability that in the opinion of the
directors of the Company would have material impact to the Group’s financial position.
39 IFRS ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE
The Group has not early adopted the following new and amended IFRS Accounting Standards which have been issued
but are not yet effective:
Amendments to IFRS 10 and IAS 28 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Sale or Contribution of Assets between an Investor and
its Associate or Joint Venture
3
Amendments to IFRS 7 and IFRS 9 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Amendments to the Classification and Measurement of
Financial Instruments 1
Amendments to IFRS 7 and IFRS 9 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Contracts Referencing Nature-dependent Electricity 1
IFRS 18 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Presentation and Disclosure in Financial Statements 2
IFRS 19 and its amendments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Subsidiaries without public accounting disclosure 2
Annual Improvements to IFRSs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Amendments to Accounting Standards — V olume 11 1
Amendments to IAS 21 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Translation to a Hyperinflationary Presentation
Currency 2
1 Effective for accounting periods beginning on or after January 1, 2026
2 Effective for accounting periods beginning on or after January 1, 2027
3 Effective dates not yet determined
Except for new IFRS Accounting Standards mentioned below, the directors of the Company anticipate that the
application of all the new and amendments to IFRS Accounting Standards will have no material impact on the Historical
Financial Information of the Group in the foreseeable future.
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 Presentation and Disclosure in Financial Statements, which sets out requirements on presentation and
disclosures in financial statements, will replace IAS 1 Presentation of Financial Statements. This new IFRS Accounting
Standard, while carrying forward many of the requirements in IAS 1, introduces new requirements to present specified
categories and defined subtotals in the statement of profit or loss; provide disclosures on management-defined performance
APPENDIX I ACCOUNTANTS’ REPORT
– I-98 –


--- page 408 ---
measures in the notes to the financial statements and improve aggregation and disaggregation of information to be disclosed
in the financial statements. In addition, some IAS 1 paragraphs have been moved to IAS 8 and IFRS 7. Minor amendments
to IAS 7 Statement of Cash Flows and IAS 33 Earnings per Share are also made.
IFRS 18, and amendments to other standards, will be effective for accounting periods beginning on or after January
1, 2027, with early application permitted. The application of IFRS 18 has no impact on the Group’s financial positions and
performance, but has impact on presentation of the consolidated statements of comprehensive income.
III. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of the
companies comprising the Group in respect of any period subsequent to December 31, 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-99 –


--- page 409 ---
The following is the text of a report set out on pages IA-1 to IA-2, received from the Company’ s
reporting accountants, Rongcheng (Hong Kong) CP A Limited, Certified Public Accountants, Hong
Kong, for the purpose of incorporation in this prospectus. The information set out below is the
unaudited interim financial information of the Group for the three months ended March 31, 2026,
and does not form part of the Accountant’ s Report from the reporting accountants, Rongcheng
(Hong Kong) CP A Limited, Certified Public Accountants, Hong Kong, as set out in Appendix I to
this prospectus, and is included herein for information purpose only.
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION TO THE DIRECTORS
OF LINGYI ITECH (GUANGDONG) COMPANY
Introduction
We have reviewed the interim financial information of Lingyi iTech (Guangdong) Company
(the “Company”) and its subsidiaries (together, the “Group”) set out on pages IA-3 to IA-28, which
comprises the condensed consolidated statement of financial position as of March 31, 2026 and the
related condensed consolidated statement of profit or loss, condensed consolidated statement of
comprehensive income, condensed consolidated statement of changes in equity and condensed
consolidated statement of cash flows for the three months ended March 31, 2026, and explanatory
notes (the “Interim Financial Information”). The directors of the Company are responsible for the
preparation and presentation of these Interim Financial Information in accordance with
International Accounting Standard 34 “Interim Financial Reporting” (“IAS 34”) issued by the
International Accounting Standards Board. Our responsibility is to express a conclusion on this
Interim Financial Information based on our review, and to report our conclusion solely to you, as
a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not
assume responsibility towards or accept liability to any other person for the contents of this report.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements
2410, “Review of Interim Financial Information Performed by the Independent Auditor of the
Entity” (“ISRE 2410”) issued by the International Auditing and Assurance Standards Board
(“IAASB”). A review of interim financial information consists of making inquiries, primarily of
persons responsible for financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in accordance with
International Standards on Auditing and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the
Interim Financial Information is not prepared, in all material respects, in accordance with IAS 34.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-1 –


--- page 410 ---
Other Matter
The comparative condensed consolidated statement of profit or loss, condensed consolidated
statement of comprehensive income, condensed consolidated statement of changes in equity and
condensed consolidated statement of cash flows for the three months ended March 31, 2025 and
relevant explanatory notes disclosed in the Interim Financial Information have not been reviewed
in accordance with ISRE 2410.
Rongcheng (Hong Kong) CPA Limited
Certified Public Accountants
KW AN, Shui Cheung, Esmond
Practising Certificate Number: P05371
Hong Kong
June 17, 2026
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-2 –


--- page 411 ---
Condensed consolidated statements of profit or loss for the three months ended
March 31, 2026
Three months ended March 31,
Note 2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 12,642,966 11,494,278
Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(10,790,535) (10,016,451)
Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 1,852,431 1,477,827
Other income and other gains/(losses), net /H1100/H1100/H1100/H11005 (103,700) 186,200
Selling and distribution expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(121,399) (90,086)
Administrative and other operating expenses /H1100/H1100 (542,482) (433,697)
Research and development expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(c) (688,637) (517,425)
Provision for impairment losses on non-current
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(890) (13,829)
Reversal of impairment losses on financial and
contract assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110099,787 144,018
Operating profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100495,110 753,008
Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(a) (96,682) (86,122)
Share of results of associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,681 (45)
Profit before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100430,109 666,841
Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007 (29,303) (98,903)
Profit for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100400,806 567,938
Profit for the period attributable to:
Owners of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100391,642 565,181
Non-controlling interests (“NCI”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,164 2,757
400,806 567,938
Earnings per share /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008
Basic (RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.05 0.08
Diluted (RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.05 0.08
The accompanying notes form part of the Interim Financial Information.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-3 –


--- page 412 ---
Condensed consolidated statements of comprehensive income for the three months ended
March 31, 2026
Three months ended March 31,
2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Profit for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100400,806 567,938
Other comprehensive (loss)/income for the period, net
of tax
Items that will be reclassified subsequently to
profit or loss:
– Other comprehensive loss from associates under
equity method /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,505) (2,747)
– Exchange differences on translation of financial
information of foreign operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(140,214) 18,073
Item that may not be reclassified subsequently to
profit or loss:
– Equity investments at FVTOCI-net movement in fair
value reserves (non-recycling) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(168) (640)
– Remeasurements of the net defined benefit obligation /H1100/H1100 1,261 –
Total comprehensive income for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100256,180 582,624
Total comprehensive income for the period
attributable to:
Owners of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100247,149 579,867
Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,031 2,757
Total comprehensive income for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100256,180 582,624
The accompanying notes form part of the Interim Financial Information.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-4 –


--- page 413 ---
Condensed consolidated statements of financial position at March 31, 2026
As at March 31, As at December 31,
Note 2026 2025
RMB’000 RMB’000
(unaudited) (audited)
Non-current assets
Investment properties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009 269,142 275,232
Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009 20,830,276 20,337,446
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 264,588 144,781
Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 3,487,655 2,703,669
Interests in associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100788,455 796,951
Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014 341,404 334,150
Other non-current financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 104,228 103,452
Deferred tax assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100768,953 732,460
Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,000,307 1,190,064
27,855,008 26,618,205
Current assets
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 6,977,163 7,189,891
Contract assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,557 80
Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014 14,423,337 15,829,762
Other current financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 1,462,659 1,932,780
Tax recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110051,184 66,379
Restricted bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 738,473 735,617
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,658,520 5,447,511
Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,263 80,225
28,378,156 31,282,245
Current liabilities
Short-term borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 9,012,534 9,042,555
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 13,544,938 16,366,558
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 52,425 92,664
Lease liabilities — current-portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100424,051 385,133
Current taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100364,517 373,597
Other current financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 536,555 224,006
23,935,020 26,484,513
Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,443,136 4,797,732
Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H110032,298,144 31,415,937
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-5 –


--- page 414 ---
Condensed consolidated statements of financial position at March 31, 2026 (continued)
As at March 31, As at December 31,
Note 2026 2025
RMB’000 RMB’000
(unaudited) (audited)
Non-current liabilities
Interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 4,832,079 4,299,483
Other non-current payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 749,297 755,926
Lease liabilities — non-current portion /H1100/H1100/H1100/H1100/H11001,179,946 1,116,942
Other non-current financial liabilities /H1100/H1100/H1100/H1100/H1100/H110018 318,455 544,762
Deferred tax liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100328,436 340,876
7,408,213 7,057,989
NET ASSETS /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,889,931 24,357,948
CAPITAL AND RESERVES
Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020(a) 1,831,307 1,830,829
Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,562,273 22,209,313
Total equity attributable to equity
shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,393,580 24,040,142
Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100496,351 317,806
TOTAL EQUITY /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,889,931 24,357,948
The accompanying notes form part of the Interim Financial Information.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
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Condensed consolidated statement of changes in equity for the three months ended March 31, 2026
Share
capital
Treasury
Shares
Reserve for
equity-settled
share base
payment
Other
reserves
Exchange
reserve
Equity
component of
convertible
bonds
Statutory
reserve
Retained
earnings Sub-totals
Non-
controlling
interests Total equity
Note RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2026 (unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H11001,830,829 (405,113) 657,015 321,622 (249,343) – 3,074,210 18,810,922 24,040,142 317,806 24,357,948
Changes in equity for the period:
Profit for the period (unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – – – 391,642 391,642 9,164 400,806
Other comprehensive loss (unaudited) /H1100/H1100/H1100/H1100/H1100 – – – (4,412) (140,081) – – – (144,493) (133) (144,626)
Total comprehensive (loss)/income for the
period (unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (4,412) (140,081) – – 391,642 247,149 9,031 256,180
Capital injection by NCI (unaudited) /H1100/H1100/H1100/H1100/H1100 – – – – – – – (644) (644) 12,644 12,000
Equity-settled share-based compensation
(unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 – – 98,301 – – – – – 98,301 204 98,505
Exercise of share options (unaudited) /H1100/H1100/H1100/H1100/H1100478 – – – – – – 7,956 8,434 – 8,434
Share of other reserve of associates
(unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – 198 – – – – 198 – 198
Acquisition of a subsidiary (unaudited) /H1100/H1100/H1100/H110021 –– ––– –––– 156,644 156,644
Others (unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– ––– –––– 2 2 2 2
At March 31, 2026 (unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H11001,831,307 (405,113) 755,316 317,408 (389,424) – 3,074,210 19,209,876 24,393,580 496,351 24,889,931
At January 1, 2025 (audited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,756,179 (226,750) 340,677 354,218 (168,983) 45,701 3,067,577 14,617,716 19,786,335 62,646 19,848,981
Changes in equity for the period:
Profit for the period (unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – – – 565,181 565,181 2,757 567,938
Other comprehensive (loss)/income
(unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (3,387) 18,073 – – – 14,686 – 14,686
Total comprehensive (loss)/income for the
period (unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (3,387) 18,073 – – 565,181 579,867 2,757 582,624
Equity-settled share-based compensation
(unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 – – 75,580 – – – – – 75,580 73 75,653
Business combinations under common control
(unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – – – (33,483) (33,483) 4,683 (28,800)
Others (unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 657 – – – – – 657 (173) 484
At March 31, 2025 (unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H11001,756,179 (226,750) 416,914 350,831 (150,910) 45,701 3,067,577 15,149,414 20,408,956 69,986 20,478,942
The accompanying notes form part of the Interim Financial Information.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
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Condensed consolidated cash flow statements for the three months ended March 31, 2026
Three months ended March 31,
Note 2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Operating activities
Cash generated from operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015(a) 884,586 906,015
Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(92,091) (92,142)
Net cash generated from operating activities /H1100/H1100/H1100/H1100792,495 813,873
Investing activities
Receipt of bank wealth management products and
time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,122,060 –
Proceeds from disposal of financial assets at fair
value through profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100112,242 –
Interest received /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110058,363 13,149
Proceeds from disposal of investments in associates 15,560 –
Dividends received from associates and financial
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,800 –
Proceeds from disposal of items of property, plant
and equipment, intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,513 107
Payment for the purchase of property, plant and
equipment, intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,428,029) (1,060,148)
Payment of bank wealth management products and
time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,446,107) (756,719)
Payment for acquisition of a subsidiary, net of cash
acquired /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 (826,211) –
Payment of consideration for acquisition of a
subsidiary in previous year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(115,384) –
Additional capital injection in associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,000) –
Payment of the deposit for derivative financial
instruments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6,048) –
Payments for acquisition of financial assets at fair
value through profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (552)
Net cash used in investing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,506,241) (1,804,163)
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
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--- page 417 ---
Condensed consolidated cash flow statements for the three months ended March 31, 2026
(continued)
Three months ended March 31,
Note 2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Financing activities
Proceeds from new borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 3,974,095 1,700,027
Contributions from NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,000 –
Proceeds from share-based payment arrangements /H1100/H1100 8,434 –
Repayment of borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 (3,638,757) (1,141,064)
Payments of deposits with financial institutions /H1100/H1100/H1100/H1100(104,520) (100,334)
Payment of withholding tax on individual income
tax on share-based payment arrangements and
others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(102,775) (10,016)
Interests paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(61,437) (55,642)
Principal and interest of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(76,024) (70,063)
Payment for listing expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,952) –
Payment to related parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (29,500)
Payment for acquisition of a subsidiary under
common control /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (28,800)
Net cash generated from financing activities /H1100/H1100/H1100/H1100/H11006,064 264,608
Net decrease in cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100(707,682) (725,682)
Effect of exchange rate changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(81,309) (13,889)
Cash and cash equivalents at the beginning of the
period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,447,511 6,038,980
Cash and cash equivalents at the end of the
period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,658,520 5,299,409
Restricted bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100738,473 425,760
Cash at bank and on hand /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,396,993 5,725,169
The accompanying notes form part of the Interim Financial Information.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-9 –


--- page 418 ---
NOTES TO THE UNAUDITED INTERIM FINANCIAL INFORMATION
1 GENERAL INFORMATION OF THE GROUP
Lingyi iTech (Guangdong) Company (the “Company”) was incorporated in the People’s Republic of China (the
“PRC” or “China”) in 1975 as an enterprise owned by the whole people and reformed to a joint stock company with limited
liability under the Company Law of the PRC in 2008. The directors consider the immediate holding parent and ultimate
controlling party of the Group to be Lingsheng Investment (Jiangsu) Co., Ltd. (“Lingsheng Investment”) ( ჯ௷ҳ༟(Ϫᘽ)
ʮ̡) (formerly known as Lingsheng Investment (Shenzhen) Co., Ltd. ( ჯ௷ҳ༟(ଉέ)ʮ̡) (“Lingsheng
Investment”) and Ms. Zeng Fangqin (“Ms. Zeng”), respectively, Lingsheng Investment (Jiangsu) Co., Ltd. is established in
PRC.
The Company is principally engaged in investment holding. The Company and its subsidiaries (together, the “Group”)
are principally engaged in the business of manufacturing and sales of electronic devices, Automotive and Advanced Air
Mobility (hereinafter referred to as “Automotive and AAM”) and others.
The A shares of the Company have been listed on the Shenzhen Stock Exchange (002600) since July 2011. The
address of the Company’s registered office and its principal place of business is No. 8 Longwan Road, Jiangmen City,
Guangdong Province.
In this Interim Financial Information, certain English names of the companies referred herein represent the
management’s best effort to translate the Chinese names of the companies as no English name has been registered.
The Interim Financial Information is presented in Renminbi (“RMB”) and all values are rounded to the nearest
thousand except when otherwise indicated.
2 BASIS OF PREPARATION
This interim financial information, comprising the condensed consolidated statement of financial position as at March
31, 2026, the condensed consolidated statement of profit or loss, the condensed consolidated statement of comprehensive
income, the condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows
for the three months ended March 31, 2026, (collectively referred to as the “Interim Financial Information”), has been
prepared in accordance with IAS 34, Interim Financial Reporting issued by the International Accounting Standard Board
(“IASB”).
The Interim Financial Information has been prepared in accordance with the same accounting policies adopted in the
historical financial information for the years ended December 31, 2023, 2024 and 2025 (the “Historical Financial
Information”) as disclosed in Appendix I to the prospectus issued by the Company.
This Interim Financial Information contains consolidated financial statements and selected explanatory notes. The
selected notes are included to explain events and transactions that are significant to an understanding of the changes in
financial position and performance of the Group since the latest consolidated financial statements as at and for the year ended
December 31, 2025. The condensed consolidated interim financial statements and notes thereon do not include all of the
information required for a full set of financial statements prepared in accordance with IFRS Accounting Standards.
2A APPLICATION OF IFRS ACCOUNTING STANDARDS
In the current interim period, the Group has applied the following amendments to IFRS Accounting Standards issued
by the IASB, for the first time, which are mandatorily effective for the Group’s annual period beginning on January 1, 2026
for the preparation of the Group’s Interim Financial Information:
Amendments to IFRS 7 and IFRS 9 /H1100/H1100Contracts Referencing Nature-dependent Electricity
Amendments to IFRS 7 and IFRS 9 /H1100/H1100Amendments to the Classification and Measurement of Financial
Instruments
Annual Improvements to IFRSs /H1100/H1100/H1100/H1100Annual Improvements to IFRS Accounting Standards – V olume 11
The application of the amendments to IFRS Accounting Standards in the current interim period has had no material
impact on the Group’s financial positions and performance for the current and prior periods and/or on the disclosures set out
in the Interim Financial Information.
3 REVENUE
The principal activities of the Group are principally engaged in the business of manufacturing and sales of electronic
devices, Automotive and AAM and others. Further details regarding the Group’s principal activities are disclosed in note 4.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-10 –


--- page 419 ---
Disaggregation of revenue
Disaggregation of revenue from contracts with customers by major products is as follows:
Three months ended March 31,
2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Revenue from contracts with customers within
the scope of IFRS15
Disaggregated by major products
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,323,184 10,338,100
Automotive and AAM /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,681,713 506,681
Others* /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100629,974 642,565
12,634,871 11,487,346
Revenue from other sources
Gross rentals from investment properties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,298 5,639
Gross rentals from other properties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,797 1,293
8,095 6,932
12,642,966 11,494,278
* Others mainly comprise and are recognised at a point in the revenue from clean energy business.
Disaggregation of revenue from contracts with customers by the timing of revenue recognition and by geographical
markets is disclosed in notes 4(i) and 4(ii) respectively.
The Group has applied the practical expedient in paragraph 121 of IFRS 15 to its sales and service contracts such that
the above information does not include information about revenue that the Group will be entitled to when it satisfies the
remaining performance obligations under the sales or service contracts that had an original expected duration of one year
or less.
4 SEGMENT REPORTING
The Group manages its businesses by divisions, which are organised by business lines. In a manner consistent with
the way in which information is reported internally to the Group’s most senior executive management for the purposes of
resource allocation and performance assessment, the Group has presented the following three reportable segments.
– Electronic devices: the application of advanced precision manufacturing processes, automated production, and
intelligent technologies to provide core components and functional modules for electronic devices;
– Automotive and AAM: the intelligent manufacturing platform industry for intelligent vehicles and low-altitude
economy refers to an integrated manufacturing system that applies advanced precision processing, automated
production, and intelligent technologies to deliver core components, functional modules, and other high-
precision hardware for intelligent vehicles and low-altitude economy applications; and
– Others: the others segment represents the provision of services or sale of goods other than those involved in
above segments, mainly including logistics business, clean energy business as well as telecommunications
business.
(i) Segment results
For the purposes of assessing segment performance and allocating resources between segments, the Group’s senior
executive management monitors the results attributable to each reportable segment on the following bases:
Revenue and expenses are allocated to the reportable segments with reference to sales generated by those segments
and the expenses incurred by those segments which otherwise arise from the depreciation of assets attributable to those
segments. However, assistance provided by one segment to another, including sharing of assets and technical know-how, is
not measured.
Information regarding the results of each reportable segment is included below. Performance is measured based on
segment gross profit, as included in the internal management reports that are reviewed by the senior executive management.
The senior executive management does not evaluate operating segments using asset information.
Disaggregation of revenue from contracts with customers by the timing of revenue recognition, as well as information
regarding the Group’s reportable segments as provided to the Group’s most senior executive management for the purposes
of resource allocation and assessment of segment performance for the three months ended March 31, 2026 and 2025 are set
out below.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
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Reportable segment revenue Reportable
segment gross
profit
Provision for
impairment
losses on non-
current assetsFor the three months ended March 31, 2026 Point in time Over time Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Reportable segment
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,323,184 – 10,323,184 1,564,265 528
Automotive and AAM /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,681,713 – 1,681,713 243,213 362
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100629,974 8,095 638,069 44,953 –
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,634,871 8,095 12,642,966 1,852,431 890
Reportable segment revenue Reportable
segment gross
profit
Provision for
impairment
losses on non-
current assetsFor the three months ended March 31, 2025 Point in time Over time Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Reportable segment
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,338,100 – 10,338,100 1,521,256 13,829
Automotive and AAM /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100506,681 – 506,681 14,143 –
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100642,565 6,932 649,497 (57,572) –
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,487,346 6,932 11,494,278 1,477,827 13,829
Reconciliation of reportable segment results to profit before taxation is set out below:
Three months ended March 31,
2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Reportable segment results /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,852,431 1,477,827
Unallocated income and expenses
– Other income and other gains, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(103,700) 186,200
– Selling and distribution expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(121,399) (90,086)
– Administrative and other operating expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(542,482) (433,697)
– Research and development expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(688,637) (517,425)
– Provision for impairment losses on non-current assets /H1100/H1100/H1100/H1100/H1100/H1100(890) (13,829)
– Reversal of impairment losses on financial and contract assets /H1100 99,787 144,018
– Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(96,682) (86,122)
– Share of results of associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,681 (45)
Profit before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100430,109 666,841
(ii) Geographic information
The following table presents a summary of revenue by region based on the location of the Group’s revenue from
external customers. The geographical location is based on the place of domicile of the external customers at which the
services were provided or the goods were delivered.
Three months ended March 31,
2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Chinese Mainland /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,997,296 6,404,450
Overseas
– Asia (excluding Chinese Mainland)
(1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,139,473 3,030,661
– North America (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,874,676 1,605,451
– Europe (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100381,624 202,800
– Others (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100249,897 250,916
12,642,966 11,494,278
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
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Notes:
(1) Primarily includes India, Vietnam, Hong Kong and Taiwan.
(2) Primarily includes the United States.
(3) Primarily includes the United Kingdom, Turkey, Ireland and Germany.
(4) Primarily includes Brazil.
Information about the Group’s the investment properties and other property, plant and equipment is presented based
on the geographic area set out below:
As at March 31,2026 As at December 31, 2025
RMB’000 RMB’000
(unaudited) (audited)
Chinese Mainland /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,491,827 17,738,291
Overseas /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,607,591 2,874,387
21,099,418 20,612,678
(iii) Information about major customers
Revenue from customer during the three months ended March 31, 2026 and 2025, contributing over 10% of the total
revenue of the Group is as follows:
Three months ended March 31,
2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Customer A /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,349,777 2,432,837
Customer B /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,276,960 1,267,823
Customer C /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,459,625 1,169,739
Customer D /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A* 1,434,034
* The corresponding revenue for the customer didn’t contribute over 10% of the total revenue of the Group
during the period.
5 OTHER INCOME AND OTHER GAINS/(LOSSES), NET
Three months ended March 31,
2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Gain/(loss) on listed equity securities at FVTPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100636 (36,769)
Gain on derivative financial instruments at FVTPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,552 97,490
Gain on bank wealth management products at FVTPL /H1100/H1100/H1100/H1100/H1100/H1100/H110011,880 16,462
Exchange (loss)/gain /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(288,102) 7,608
Government grants* /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110082,456 68,421
Value added tax (“V AT”) deductions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,374 8,417
Gain/(loss) on disposals of property, plant and equipment and
other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,102 (1,449)
Bank interest income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,901 21,935
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,501 4,085
(103,700) 186,200
* During the three months ended March 31, 2026 and 2025, the Group has received funding from PRC
Government regarding support mainly for employment stability and business in high-technology industry and
research and development activities carried out by the Group.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
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6 PROFIT BEFORE TAXATION
Profit before taxation is arrived at after charging/(crediting):
(a) Finance costs
Three months ended March 31,
2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Interest expense on bank borrowings and other borrowings /H1100/H1100/H1100/H110082,249 63,367
Interest expense on bonds payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 13,326
Interest expense on lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,827 9,429
Interest expense on the obligation to acquire NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,606 –
96,682 86,122
(b) Staff costs (including directors’ emoluments)
Three months ended March 31,
2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Salaries, wages and other benefits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,419,414 1,882,623
Contributions to defined contribution retirement plans /H1100/H1100/H1100/H1100/H1100/H1100/H1100175,786 134,805
Equity-settled share-based payment expenses (note 19) /H1100/H1100/H1100/H1100/H1100/H1100/H110098,505 75,653
2,693,705 2,093,081
The Group participates in various pension plans organised by governments of the PRC and other countries under
which the Group is required to make monthly defined contributions to these plans based on employee’s salaries cost in
accordance with the relevant regulations.
(c) Other items
Three months ended March 31,
2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Amortisation cost of intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,815 19,330
Depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100767,002 635,814
– owned property, plant and equipment and investment
properties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100665,599 553,663
– right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100101,403 82,151
Auditors’ remuneration /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,069 1,383
Cost of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,596,294 10,006,966
(Reversal of)/ provision for impairment losses on financial and
contract assets
– trade and bills receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(93,959) (38,793)
– other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6,734) (105,225)
– contract assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100906 –
Impairment losses on non-current assets
– owned property, plant and equipment and investment
properties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100890 13,829
Research and development costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100688,637 517,425
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
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7 INCOME TAX
Taxation in the condensed consolidated statements of profit or loss:
Three months ended March 31,
2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Current tax
– PRC Corporate Income Tax (note (i)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,523 43,893
– Hong Kong Profits Tax (note (ii)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,131 15,333
– Overseas Income Tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,172 18,143
87,826 77,369
Deferred tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(58,523) 21,534
Total tax charged for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,303 98,903
(i) In accordance with relevant PRC rules and regulations, the PRC Corporate Income Tax rate applicable to the
Company and its subsidiaries in the PRC is principally 25% during the three months ended March 31, 2026
and 2025, unless otherwise specified. Subsidiaries which qualified as High and New Technology Enterprises
(“HNTE”) and Small and Micro Enterprises are taxed at preferential tax rate of 15% and 20% respectively
based on the relevant PRC tax laws and regulations.
(ii) The provision for Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profits for the three
months ended March 31, 2026 and 2025, except for one subsidiary of the Group which is a qualifying
corporation under the two-tiered Profits Tax rate regime.
For this subsidiary, the first HK$2 million of assessable profits are taxed at 8.25% and the remaining assessable
profits are taxed at 16.5% for the three months ended March 31, 2026 and 2025.
(iii) Taxation for overseas subsidiaries is charged at the appropriate current rates of taxation ruling in the relevant
countries.
(iv) The Organization for Economic Co-operation and Development (“OECD”) published Pillar Two model rules
in December 2021, with the effect that a jurisdiction may enact domestic tax laws (“Pillar Two legislation”)
to implement the Pillar Two model rules on a globally agreed common approach. Pillar Two legislation applies
to a member of a multinational group within the scope of the Pillar Two model rules, which the Group is
reasonably expected to fall into. It imposes a top-up tax on profits arising in a jurisdiction whenever the
effective tax rate determined by the Pillar Two model rules on a jurisdictional basis is below a minimum rate
of 15%.
The Group has reviewed its corporate structure in light of the introduction of Pillar Two model rules in various
jurisdictions and engaged external tax specialists to assist them with applying the legislation and determining
the related impact.
Based on the assessment, the Pillar Two effective tax rates in most of the jurisdictions in which it operates are
above 15%. There are a limited number of jurisdictions where the Pillar Two effective tax rate is slightly below
15%. The Group does not expect a material exposure to Pillar Two income taxes. The Group continues to
follow Pillar Two legislative developments, as more countries prepare to enact the Pillar Two model rules, to
evaluate the potential future impact on its financial statements.
8 EARNINGS PER SHARE
(a) Basic earnings per share
The calculation of basic earnings per share is based on the profit attributable to equity shareholders of the Company
divided by the weighted average number of ordinary shares in issue during the three months ended March 31, 2026 and 2025
as follows:
(i) Profit attributable to equity shareholders of the Company
Three months ended March 31,
2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Profit attributable to equity shareholders of the Company /H1100/H1100/H1100/H1100/H1100391,642 565,181
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
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(ii) Weighted average number of ordinary shares
Three months ended March 31,
2026 2025
’000 ’000
(unaudited) (unaudited)
Issued ordinary shares at January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,306,061 7,008,178
Effect of exercise of share options /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100904 –
Effect of employee stock ownership plan (“ESOP”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(56,253) (48,425)
Weighted average number of ordinary shares in issue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,250,712 6,959,753
(b) Diluted earnings per share
The calculation of diluted earnings per share is based on the profit attributable to equity shareholders of the Company
divided by the weighted average number of ordinary shares after adjusting for dilutive effect of the equity-settled
share-based payment scheme and convertible bonds conversion as follows:
(i) Profit attributable to equity shareholders of the Company (diluted)
Three months ended March 31,
2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Profit attributable to equity shareholders. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100391,642 565,181
Dilutive impact of convertible bonds conversion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 13,326
Diluted profit attributable to equity shareholders. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100391,642 578,507
(ii) Weighted average number of ordinary shares (diluted)
Three months ended March 31,
2026 2025
’000 ’000
(unaudited) (unaudited)
Weighted average number of ordinary shares at March 31 /H1100/H1100/H1100/H1100/H11007,250,712 6,959,753
Effect of shares for equity-settled share-based payment scheme /H1100/H1100 113,774 111,636
Dilutive impact of convertible bonds conversion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 234,105
Weighted average number of ordinary shares in issue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,364,486 7,305,494
9 INVESTMENT PROPERTIES AND OTHER PROPERTY, PLANT AND EQUIPMENT
As at March 31, As at December 31,
2026 2025
RMB’000 RMB’000
(unaudited) (audited)
Buildings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,309,774 4,408,795
Machinery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,483,534 9,528,902
Motor vehicles /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110041,185 41,367
Furniture, fixtures and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100437,973 465,759
Freehold lands /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,614 21,423
Construction in progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,367,189 2,859,780
Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100629,481 529,039
Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,540,526 2,482,381
Investment properties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100269,142 275,232
21,099,418 20,612,678
Certain investment properties and property, plant and equipment with a net carrying amount of approximately
RMB1,098,398,000 and RMB1,018,989,000, as at March 31, 2026 and December 31, 2025 respectively, were pledged as
security for bank loans granted to the Group or were subject to other restrictions.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
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10 INTANGIBLE ASSETS
As at March 31, As at December 31,
2026 2025
RMB’000 RMB’000
(unaudited) (audited)
Patent /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110048,493 20,105
Software /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110077,183 77,896
Customer relationship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100114,052 20,769
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,860 26,011
264,588 144,781
11 GOODWILL
The goodwill is allocated to the Group’s CGU identified according to nature of businesses as follows:
As at March 31, As at December 31,
2026 2025
RMB’000 RMB’000
(unaudited) (audited)
Business of Zhejiang Xianglong Machinery Co., Ltd.
(“Zhejiang Xianglong”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,364,993 1,364,993
Business of Dongguan Readore Technology Co., Ltd.
(the “Readore”) (Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100783,986 –
Mobile charger business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100605,547 605,547
Precision structural parts business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100436,409 436,409
Business of Dongguan Jieying Precision Silicone Technology
Co., Ltd. (“Jieying Technology”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100165,231 165,231
Screen protector business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110054,074 54,074
Business of Jiangsu Kooda Stern Automobile Technology
(“Jiangsu Kooda”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110042,037 42,037
Communication devices parts business /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,978 33,978
Automotive products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,336 1,336
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064 64
3,487,655 2,703,669
Note: The Group acquired the business of Readore during the three months ended March 31, 2026. Detail is set out
in note 21. The acquisition enhanced the Group’s profitability and business synergies in electronic devices
sectors.
The segment classification of each cash-generating unit is as follows:
Segment Cash-generating unit
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Precision structural parts business
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Business of Jieying Technology
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Screen protector business
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Mobile charger business
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Business of Readore
Electronic devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Others
Automotive and AAM /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Automotive products
Automotive and AAM /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Business of Zhejiang Xianglong
Automotive and AAM /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Business of Jiangsu Kooda
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Communication devices parts business
12 OTHER FINANCIAL ASSETS
As at March 31, As at December 31,
2026 2025
RMB’000 RMB’000
(unaudited) (audited)
Non-current
Financial assets measured at fair value through profit or loss
(“FVTPL”)
Unlisted equity securities (note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,127 18,127
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-17 –


--- page 426 ---
As at March 31, As at December 31,
2026 2025
RMB’000 RMB’000
(unaudited) (audited)
Financial assets measured at fair value through other
comprehensive income (“FVTOCI”)
Listed equity instruments (note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,952 2,176
Unlisted equity securities designated at FVTOCI (non-recycling)
(note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110083,149 83,149
85,101 85,325
104,228 103,452
Current
Financial assets measured at FVTPL
Listed equity securities (note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,393 19,929
Bank wealth management products (note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100976,496 1,495,521
Derivative financial instruments (note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 836
Contingent consideration (note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,116 13,116
1,005,005 1,529,402
Financial assets measured at FVTOCI
Notes receivables measured at FVTOCI (note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100457,654 403,378
1,462,659 1,932,780
1,566,887 2,036,232
13 INVENTORIES
As at March 31, As at December 31,
2026 2025
RMB’000 RMB’000
(unaudited) (audited)
Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,510,179 1,370,161
Work-in-progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,300,305 1,221,395
Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,843,256 4,313,484
Goods in transit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100199,465 175,520
Consigned processing materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110098,183 92,727
Consumables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,775 16,604
6,977,163 7,189,891
14 TRADE AND OTHER RECEIV ABLES
As at March 31, As at December 31,
Note 2026 2025
RMB’000 RMB’000
(unaudited) (audited)
Non-current
Prepayments
– Prepayments for purchase of property, plant and
equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100340,639 333,197
– Amount due from related parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024(c) 765 953
341,404 334,150
Current
Trade receivables, net of loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,248,155 13,769,760
Bills receivables, net of loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100363,892 253,945
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,612,047 14,023,705
Deposits, prepayments and other receivables
– V AT recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100568,349 524,973
– Mold costs to be amortized /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100419,209 419,245
– Deferred listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,322 17,175
– Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100784,903 840,090
– Amounts due from related parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024(c) 21,507 4,574
1,811,290 1,806,057
14,423,337 15,829,762
14,764,741 16,163,912
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-18 –


--- page 427 ---
The credit periods granted to customers were generally within 30 to 120 days.
As at the end of each reporting period, the ageing analysis of trade and bills receivables based on invoice date and
net of loss allowance is as follows:
As at March 31, As at December 31,
2026 2025
(RMB’000) (RMB’000)
(unaudited) (audited)
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,213,982 14,677,670
1 year to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,608 15,468
2 years to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,595 13,152
3 years to 4 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100856 739
4 years to 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100284 322
Over 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,516 33,675
13,283,841 14,741,026
Loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(671,794) (717,321)
12,612,047 14,023,705
15 CASH AND BANK BALANCES AND RESTRICTED BANK DEPOSITS
(a) Reconciliation of profit before taxation to cash generated from operations:
Three months ended March 31,
Note 2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Profit before tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100430,109 666,841
Adjustments for:
– Share of profits of associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(31,681) 45
– Net gain on financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(112,891) (152,333)
– Depreciation and impairment of owned property, plant
and equipment and investment properties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100666,489 567,492
– Depreciation and impairment of right-of-use assets /H1100/H1100/H1100 101,403 82,151
– Amortisation and impairment of intangible assets /H1100/H1100/H1100/H1100 15,815 19,330
– Fair value loss on financial assets at fair value through
profit and loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,823 75,150
– Net (gain)/loss disposals of property, plant and
equipment and other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,102) 1,449
– Write-down of inventories to net realisable value /H1100/H1100/H1100/H1100 239,145 263,808
– Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110096,682 86,122
– Other gains and losses, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,806 (2,304)
– Reversal of impairment losses on financial and
contract assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(99,787) (144,018)
– Share-based payment expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110098,505 75,653
Changes in working capital:
Decrease in trade and bills receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,914,636 816,889
Decrease/(increase) in prepayments, deposits and other
receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052,425 (43,919)
Decrease in inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110098,664 119,665
Decrease in trade and bills payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,524,157) (1,270,610)
Decrease in other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(96,591) (275,126)
(Decrease)/increase in contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(64,707) 19,730
Cash generated from operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100884,586 906,015
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-19 –


--- page 428 ---
(b) Restricted bank deposits
The analysis of restricted bank deposits of the Group on each end of the reporting period is as follows:
As at March 31, As at December 31,
2026 2025
RMB’000 RMB’000
(unaudited) (audited)
Security deposits for bank acceptance bills /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100609,387 578,949
Security deposits for letter of guarantee /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,863 20,881
Frozen Funds (note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110097,541 107,019
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,682 28,768
738,473 735,617
Note: The frozen funds mainly represented amounts frozen due to ongoing litigations.
16 TRADE AND OTHER PAYABLES AND CONTRACT LIABILITIES
As at March 31, As at December 31,
Note 2026 2025
RMB’000 RMB’000
(unaudited) (audited)
Non-Current
Deferred government grant income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100618,083 627,582
Employee benefits obligation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110038,077 36,813
Obligation to acquire NCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110093,137 91,531
749,297 755,926
Current
Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,760,233 10,754,516
Bills payables. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,423,257 1,611,216
Accrual for salaries and bonus /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100463,541 586,496
Dividend payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,352 6,352
Other payables and accruals
– Payables for acquisition of property, plant and
equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,483,803 1,737,553
– Payable for repayment of government grants and funding
occupation charges /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100187,075 185,892
– Share repurchase obligations under the ESOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100180,000 189,093
– Advance received for consigned processing materials /H1100/H1100/H1100 181,891 156,913
– Equity consideration payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 115,384
– Withholding tax on individual income tax on the ESOPs /H1100 – 93,395
– Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100858,779 929,741
– Amounts due to related parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024(c) 77
2,891,555 3,407,978
13,544,938 16,366,558
Contract liabilities
– Third parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052,425 92,664
52,425 92,664
13,597,363 16,459,222
14,346,660 17,215,148
The credit period granted by suppliers are generally within 60-120 days.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-20 –


--- page 429 ---
As at the end of each reporting period, the ageing analysis of trade payables based on the invoice date is as follows:
As at March 31, As at December 31,
2026 2025
RMB’000 RMB’000
(unaudited) (audited)
Within 1 year. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,628,574 10,591,878
1 year to 2 years. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110080,694 95,498
2 years to 3 years. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,726 24,506
3 years to 4 years. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,728 30,007
4 years to 5 years. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,142 7,788
Over 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,369 4,839
8,760,233 10,754,516
17 BORROWINGS
During the three months ended March 31, 2026, the Group had new borrowings of approximately RMB3,974,095,000
(three months ended March 31, 2025: RMB1,700,027,000), repaid of borrowings approximately RMB3,638,757,000 (three
months ended March 31, 2025: RMB1,141,064,000).
As at March 31, 2026 the borrowings bear effective interest rates range of 1.46% to 3.90% (December 31, 2025:
1.05% to 3.00%) per annum.
During the three months ended March 31, 2026, the Company provided additional pledges 96.15% of its equity
interests in Zhejiang Xianglong Machinery Co., Ltd., 60.00% of its equity interests in Jiangsu Kooda Stone Automotive
Technology Co., Ltd. and 35.00% of its equity interests in Dongguan Readore Technology Co., Ltd. as security for
borrowings of RMB1,740,509,000 of the Group. Save as disclosed above, there were no material changes in the Group’s
pledged assets and security arrangements since December 31, 2025.
18 OTHER FINANCIAL LIABILITIES
As at March 31, As at December 31,
2026 2025
RMB’000 RMB’000
(unaudited) (audited)
Non-current
Financial liabilities measured at FVTPL
– Consideration payables (note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100309,976 544,762
Financial liabilities measured at amortized cost
– Other pledged financing (note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,479 –
318,455 544,762
Current
Financial liabilities measured at FVTPL
– Derivative financial instruments (note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,348 –
– Consideration payables (note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100463,299 224,006
528,647 224,006
Financial liabilities measured at amortized cost
– Other pledged financing (note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,908 –
536,555 224,006
855,010 768,768
Note: The Group enters into sale and lease back arrangements in relation to machinery leases. The legal transfer does
not satisfy the requirements of IFRS 15 to be accounted for as a sale of the machinery.
19 EQUITY SETTLED SHARE-BASED TRANSACTIONS
Save as disclosed in the historical financial information in Appendix I relating to the equity settled share-based
transactions, there is no material change for the three months ended March 31, 2026 and 2025, except for the following.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-21 –


--- page 430 ---
(a) Share Options
The number and weighted average exercise prices of share options
The Company
Three months ended March 31,
2026 2025
Weighted average
exercise price Number of options
Weighted average
exercise price Number of options
RMB ’000 RMB ’000
(unaudited) (unaudited) (unaudited) (unaudited)
Outstanding at the beginning of the
period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004.43 147,944 4.46 186,730
Exercised during the period /H1100/H1100/H1100/H1100/H1100/H1100/H11004.42 (1,021) – –
Forfeited during the period /H1100/H1100/H1100/H1100/H1100/H1100/H11004.43 (5,375) – –
Outstanding at the end of the period /H1100/H1100 4.43 141,548 4.46 186,730
Exercisable at the end of the period /H1100/H1100 4.42 364 – –
As stated in note 1.2 to the Historical Financial Information set out in Appendix I, the Group’s Interim Financial
Information is prepared as continuation of the financial statements of the legal subsidiary (accounting acquirer, i.e. Lingyi
Technology (Shenzhen) Co., Ltd. (“Lingyi Technology”)) with an adjustment to adjust the accounting acquirer’s legal capital
to reflect the legal capital structure ratio of the accounting acquiree (i.e. the Company). Accordingly, the above movements
of share options and respective financial impacts have been adjusted reflecting the impact of the Acquisition, defined in note
1.2 to the Historical Financial Information in Appendix I, under the Group’s consolidated statements of changes in equity.
For three months ended March 31, 2026 and 2025, the Group recognised equity-settled share-based payment expenses
of RMB46,256,000 and RMB44,722,000 for the share options in the condensed consolidated statement of profit or loss
respectively.
(b) Employee Stock Ownership Plan
There were no share options granted, released or forfeited under Employee Stock Ownership Plan during the three
months ended March 31,2026 and 2025.
For three months ended March 31, 2026 and 2025, the Group recognised equity-settled share-based payment expenses
of RMB52,249,000 and RMB30,931,000 for the Employee Stock Ownership Plan in the condensed consolidated statement
of profit or loss respectively.
20 CAPITAL AND RESERVES
(a) Share capital
The share capital presented on the Group’s condensed consolidated statement of changes in equity as at January 1,
2026 represented the paid-in capital of the accounting acquirer, Lingyi Technology. Subsequent changes of the share capital
of the Company were adjusted by adopting the reverse acquisition accounting under IFRS 3 to account for the acquisition
as disclosed in note 1.2 to the Historical Financial Information in Appendix I.
The share capital presented on the Company’s statement of changes in equity at as at January 1, 2026 and 2025, March
31, 2026 and 2025 represented the share capital of the legal acquirer, the Company. The number of issued and fully paid
ordinary shares of the Company was stated as below.
Three months ended March 31,
2026 2025
Number of shares Number of shares
’000 RMB’000 ’000 RMB’000
(unaudited) (unaudited) (unaudited) (unaudited)
At beginning of the period /H1100/H1100/H1100/H1100/H1100/H1100/H11007,306,061 7,306,061 7,008,178 7,008,178
Exercise of share options /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,908 1,908 – –
At the end of the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,307,969 7,307,969 7,008,178 7,008,178
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual assets.
(b) Treasury shares
During the three months ended March 31, 2026 and 2025, there were no changes in the Group’s treasury shares.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-22 –


--- page 431 ---
(c) Capital management
The Group’s primary objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern, so that it can continue to provide returns for shareholders, by pricing products and services commensurately with
the level of risk and by securing access to finance at a reasonable cost.
The Group actively and regularly reviews and manages its capital structure to maintain a balance between the higher
shareholder returns that might be possible with higher levels of borrowings and the advantages and security afforded by a
sound capital position and makes adjustments to the capital structure in light of changes in economic conditions.
Except for the banking facilities which require the fulfilment of covenants relating to certain of the Group’s financial
ratios, the Group does not subject to externally imposed capital requirements during the three months ended March 31, 2026
and 2025.
21 ACQUISITION OF A SUBSIDIARY
The Group entered into share purchase agreements on December 22, 2025 to acquire 35% equity interest of Dongguan
Readore Technology Co., Ltd. (ʮ̡) (the “Readore”) from its then shareholders, which are
independent third parties, and acquire 17.78% of voting rights of Readore from Zhang Qiang who is an independent third
party, at an aggregate cash consideration of RMB875,000,000. The acquisition of Readore was completed in January 2026.
Upon the completion of the acquisitions, the Group held 52.78% of voting rights of Readore. Readore became a subsidiary
of the Group with effect from January 31, 2026, and its financial results have been consolidated commencing from February
1, 2026.
The acquisition-date fair values of the identifiable assets and liabilities acquired through acquisition of a subsidiary
during the three months ended March 31, 2026 as at its respective date of acquisition is set out below:
Three months ended
March 31, 2026
RMB’000
(unaudited)
Investment properties and other property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,602
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100134,293
Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110051,244
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110048,789
Restricted bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,103
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100111,278
Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100459,932
Other current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,951
Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,988
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(344,726)
Short-term borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(159,161)
Non-current interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,968)
Other financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(17,533)
Current tax payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(10,935)
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(55,630)
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(24,164)
Deferred tax liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,405)
Fair value of identifiable net assets acquired /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100247,658
Less: Non-controlling interest /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(156,644)
Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100783,986
Total consideration satisfied by cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100875,000
Less: cash and cash equivalents acquired /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(48,789)
Net cash flows used in acquisition /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100826,211
Goodwill arose on the acquisition of Readore because the acquisition included the assembled workforce of Readore
and expected synergies from combining the operations and product capabilities of Readore with those of the Group. These
benefits are not recognised separately from goodwill because they do not meet the recognition criteria for identifiable
intangible assets. None of the goodwill recognised is expected to be deductible for income tax purposes.
For the period from February 1, 2026 to March 31, 2026, the acquired company contributed revenue of
RMB138,114,000 and net loss of RMB767,000, including exchange loss of RMB3,043,000, to the Group.
Had the acquisitions been completed on January 1, 2026, the Group’s revenue and profit for the three months ended
March 31, 2026 would have been RMB12,757,261,000 and RMB410,855,000, respectively.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-23 –


--- page 432 ---
22 FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR V ALUE
(a) Financial assets and liabilities measured at fair value
Fair value hierarchy
The following table presents the fair value of the Group’s financial instruments measured at the end of the reporting
period on a recurring basis, categorised into the three-level fair value hierarchy as defined in IFRS 13, Fair value
measurement . The level into which a fair value measurement is classified is determined with reference to the observability
and significance of the inputs used in the valuation technique as follows:
 Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active
markets for identical assets or liabilities at the measurement date
 Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet
Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs
for which market data are not available
 Level 3 valuations: Fair value measured using significant unobservable inputs
Analysis on fair value measurement of financial instruments as at March 31, 2026 and December 31, 2025 are as
follows:
Fair value at
March 31, 2026 Fair value measurement at March 31, 2026 categorised into
RMB’000 Level 1 Level 2 Level 3
(unaudited) (unaudited) (unaudited) (unaudited)
Recurring fair value measurement
Financial assets:
Financial assets at FVTPL
– Bank wealth management products /H1100 976,496 – 976,496 –
– Listed equity securities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,393 – 15,393 –
– Unlisted equity securities /H1100/H1100/H1100/H1100/H1100/H1100/H110019,127 – 19,127 –
– Contingent consideration /H1100/H1100/H1100/H1100/H1100/H1100/H110013,116 – – 13,116
1,024,132 – 1,011,016 13,116
Financial assets at FVTOCI
– Notes receivables measured at
FVTOCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100457,654 – – 457,654
– Unlisted equity securities /H1100/H1100/H1100/H1100/H1100/H1100/H110083,149 – 83,149 –
– Listed equity securities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,952 – 1,952 –
542,755 – 85,101 457,654
Financial liabilities:
– Derivative financial instruments /H1100/H1100/H110065,348 – 65,348 –
– Consideration payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100773,275 – – 773,275
838,623 – 65,348 773,275
Fair value at
December 31, 2025 Fair value measurement at December 31, 2025 categorised into
RMB’000 Level 1 Level 2 Level 3
(audited) (audited) (audited) (audited)
Recurring fair value measurement
Financial assets:
Financial assets at FVTPL
– Bank wealth management products /H1100 1,495,521 – 1,495,521 –
– Listed equity securities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,929 185 19,744 –
– Derivative financial instruments /H1100/H1100/H1100836 – 836 –
– Unlisted equity securities /H1100/H1100/H1100/H1100/H1100/H1100/H110018,127 – 18,127 –
– Contingent consideration /H1100/H1100/H1100/H1100/H1100/H1100/H110013,116 – – 13,116
1,547,529 185 1,534,228 13,116
Financial assets at FVTOCI
– Notes receivables measured at
FVTOCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100403,378 – – 403,378
– Unlisted equity securities /H1100/H1100/H1100/H1100/H1100/H1100/H110083,149 – 83,149 –
– Listed equity securities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,176 – 2,176 –
488,703 – 85,325 403,378
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-24 –


--- page 433 ---
Fair value at
December 31, 2025 Fair value measurement at December 31, 2025 categorised into
RMB’000 Level 1 Level 2 Level 3
(audited) (audited) (audited) (audited)
Financial liabilities:
– Consideration payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100768,768 – – 768,768
There were no significant transfers between levels or changes in valuation techniques during the periods.
V aluation techniques and inputs used in Level 2 fair value measurements
The fair value of other current financial assets in Level 2 is estimated by calculating the net present value of future
cash flows, based on the return rates of bank wealth management products and forward exchange rates observable in the
market at the end of the reporting period.
Certain listed equity securities and all unlisted equity securities were classified as Level 2 financial assets. Their fair
values were determined using a market approach with reference to observable market data, including quoted prices in the
National Equities Exchange and Quotations market, recent financing transactions and recent equity transfer transactions
involving independent market participants. Such inputs are observable either directly or indirectly but do not represent
unadjusted quoted prices in active markets for identical assets.
V aluation techniques and inputs used in Level 3 fair value measurements
Financial instruments whose fair value is classified in Level 3 mainly comprise notes receivables measured at
FVTOCI, contingent consideration and consideration payables. Their fair values are determined using valuation techniques
involving significant unobservable inputs, including discounted cash flow analysis and forecast net profit of the target
company, where applicable.
Fair value
hierarchy
As at
March 31,
As at
December 31,
Valuation technique
and key input Unobservable input Range Sensitivity of fair value to the input2026 2025
RMB’000 RMB’000
(unaudited) (audited)
Financial assets at
FVTOCI
– Notes receivables
measured at
FVTOCI /H1100/H1100/H1100/H1100/H1100
Level 3 457,654 403,378 Discounted Cash
Flow
Discounted Rate 0.01%-2.10% A 10% increase/decrease in the
discount rate as at March 31, 2026
and December 31, 2025 would
result in a corresponding decrease
or increase in the fair value of the
relevant assets by RMB5,307,000/
RMB4,352,000 and RMB5,249,000/
RMB4,305,000, respectively.
Financial assets at
FVTPL
– Contingent
consideration /H1100/H1100/H1100/H1100
Level 3 13,116 13,116 Consolidated net
profit of the
target company
Consolidated net
profit of the
target company
RMB32,507,000 A 10% increase/decrease in the
consolidated net profit of the target
company as at March 31, 2026 and
December 31, 2025 would result in
a corresponding decrease or
increase in the fair value of the
relevant assets by RMB2,752,000
and RMB2,752,000.
Financial liabilities at
FVTPL
– Consideration
payable /H1100/H1100/H1100/H1100/H1100/H1100
Level 3 773,275 768,768 Discounted Cash
Flow
Discounted Rate 2.34% A 10% increase/decrease in the
discount rate as at March 31, 2026
and December 31, 2025 would
result in a corresponding
decrease/increase in the fair value
of the relevant liabilities by
RMB809,000/RMB2,904,000 and
RMB2,389,000/RMB2,400,000,
respectively.
(b) Fair value of financial assets and liabilities carried at other than fair value
The carrying amounts of the Group’s financial instruments carried at cost or amortised cost are not materially
different from their fair values as at March 31, 2026 and December 31, 2025.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-25 –


--- page 434 ---
(c) Fair value measurements using significant unobservable inputs (level 3)
The following table presents the changes in level 3 items for the three months ended March 31, 2026 and year ended
December 31,2025:
Notes receivables
measured at
FVTOCI
Contingent
consideration
Other financial
liabilities
RMB’000 RMB’000 RMB’000
As at January 1, 2025 (audited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100248,517 – –
Additions (audited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100154,861 13,116 768,768
As at December 31, 2025 (audited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100403,378 13,116 768,768
As at January 1, 2026 (unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100403,378 13,116 768,768
Additions (unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110054,276 – –
Fair value gains (unaudited)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 4,507
As at March 31, 2026 (unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100457,654 13,116 773,275
23 COMMITMENTS
As at March 31, As at December 31,
2026 2025
RMB’000 RMB’000
(unaudited) (audited)
Contracted for /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
– Property, plant and equipment 2,154,553 3,364,636
– Subscribed capital contribution 554,069 1,397,629
Authorised but not contracted for /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
– Property, plant and equipment 652,644 520,304
– Subscribed capital contribution 80,000 50,000
3,441,266 5,332,569
24 MATERIAL RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2026 and 2025, transactions with the following parties are considered to
be related party transactions of the Group:
Name of Related Party Relationship with the Group
ShenZhen Kingdom Electronic Co., Ltd. and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Indirectly controlled by the controlling shareholder
Lingsheng Investment and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100Controlled by the controlling shareholder
Guangdong Nbtm New Materials Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100Significantly influenced by a subsidiary of the Company
HG Automation Technology (Suzhou) Ltd /H1100/H1100/H1100/H1100/H1100/H1100Significantly influenced by the controlling shareholder of
the Company
Shenzhen Xiaochen Technology Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100Significantly influenced by the controlling shareholder of
the Company
Nanjing Kuke Electronic Technology Co., Ltd. And
its subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Significantly influenced by a subsidiary of the Company
Jiangmen Jiefuyi Magnetic Material Co., Ltd. /H1100/H1100/H1100/H1100Significantly influenced by a subsidiary of the Company
Jiangmen Mading Electrical Machinery Technology
Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Significantly influenced by a subsidiary of the Company
DBG Electronics (Investment) Limited and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
The controlling shareholder and its closely related family
member of the controlling shareholder serving as
directors, supervisors and senior management
Zeng Fangqin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Controlling shareholder
Zeng Fangling /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Family member of the controlling shareholder
Zeng Fangping /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Family member of the controlling shareholder
Zeng Fanghua /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Family member of the controlling shareholder
Haining Automann Parts Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Significantly influenced by a subsidiary of the Company
Jiaxing Chaoxi Hongtai Equity Investment
Partnership (Limited Partnership) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Significantly influenced by a subsidiary of the Company
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-26 –


--- page 435 ---
(a) Key management personnel remuneration
Remuneration for key management personnel of the Group is as follows:
Three months ended March 31,
2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Directors’ fee /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100150 113
Salaries, allowance and benefits in kind /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,161 4,723
Retirement scheme contributions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 21
Equity settled share-based payment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,575 7,958
4,896 12,815
Total remuneration is included in “Staff costs” (see note 6(b)).
(b) Transactions with related parties
In addition to the transactions and balances disclosed elsewhere in the Interim Financial Information, the Group
entered into the following material related party transactions during the three months ended March 31, 2026 and 2025:
Three months ended March 31,
2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Purchase of goods
ShenZhen Kingdom Electronic Co., Ltd. and its subsidiaries /H1100/H1100/H1100/H110049,696 110,949
Lingsheng Investment and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110045 –
Guangdong Nbtm New Materials Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110063 169
HG Automation Technology (Suzhou) Ltd /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,368 68
Shenzhen Xiaochen Technology Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–4
Nanjing Kuke Electronic Technology Co., Ltd. and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110056 25
Haining Automann Parts Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,213 –
72,441 111,215
Rendering service
ShenZhen Kingdom Electronic Co., Ltd. and its subsidiaries /H1100/H1100/H1100/H1100 –4
–4
Provision of service
Jiangmen Jiefuyi Magnetic Material Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110041 41
HG Automation Technology (Suzhou) Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001–
ShenZhen Kingdom Electronic Co., Ltd. and its subsidiaries /H1100/H1100/H1100/H1100513 579
Guangdong Nbtm New Materials Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110043
559 623
Sales of goods
ShenZhen Kingdom Electronic Co., Ltd. and its subsidiaries /H1100/H1100/H1100/H1100128 1
Lingsheng Investment and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–1 4
Jiangmen Mading Electrical Machinery Technology Co., Ltd. /H1100/H1100/H1100 1,962 1,779
Guangdong Nbtm New Materials Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 –
Nanjing Kuke Electronic Technology Co., Ltd.and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,105 18,382
Haining Automann Parts Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 –
6,222 20,176
Rental income
Jiangmen Jiefuyi Magnetic Material Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100536 536
HG Automation Technology (Suzhou) Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033
539 539
Rental expenses:
Lingsheng Investment and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,316 –
DBG Electronics (Investment) Limited and its subsidiaries /H1100/H1100/H1100/H1100/H1100– 4,369
3,316 4,369
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-27 –


--- page 436 ---
Three months ended March 31,
2026 2025
RMB’000 RMB’000
(unaudited) (unaudited)
Purchase of assets:
Lingsheng Investment and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100414 204
ShenZhen Kingdom Electronic Co., Ltd. and its subsidiaries /H1100/H1100/H1100/H1100 17 –
431 204
(c) Balances with related parties
As at March 31, As at December 31,
2026 2025
RMB’000 RMB’000
(unaudited) (audited)
Trade receivables:
ShenZhen Kingdom Electronic Co., Ltd. and its subsidiaries /H1100/H1100/H1100/H1100266 259
Guangdong Nbtm New Materials Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 –
Jiangmen Mading Electrical Machinery Technology Co., Ltd. /H1100/H1100/H1100 5,125 4,717
Nanjing Kuke Electronic Technology Co., Ltd. and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,902 8,215
Haining Automann Parts Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 –
11,325 13,191
Prepayments, other receivables and other assets:
ShenZhen Kingdom Electronic Co., Ltd. and its subsidiaries /H1100/H1100/H1100/H1100 – 349
HG Automation Technology (Suzhou) Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100765 765
Lingsheng Investment and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 203
DBG Electronics (Investment) Limited and its subsidiaries /H1100/H1100/H1100/H1100/H1100– 4,210
Jiaxing Chaoxi Hongtai Equity Investment Partnership (Limited
Partnership) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,507 –
22,272 5,527
Trade and other payables:
Lingsheng Investment and its subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100484 141
ShenZhen Kingdom Electronic Co., Ltd. and its subsidiaries /H1100/H1100/H1100/H110036,691 77,152
Guangdong Nbtm New Materials Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110068 158
Nanjing Kuke Electronic Technology Co., Ltd. and its
subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110071 54
HG Automation Technology (Suzhou) Ltd /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026,832 15,774
Haining Automann Parts Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,714 –
68,860 93,279
All related-party balances presented above as at December 31, 2025 and March 31, 2026 were of a trade nature and
arose in the ordinary course of business.
25 CONTINGENT LIABILITY
As of March 31, 2026, the Group has no other outstanding litigation or contingent liability that in the opinion of the
directors of the Company would have material impact to the Group’s financial position.
26 EVENT AFTER THE END OF THE REPORTING PERIOD
On April 20, 2026, the 2025 profit distribution plan was approved by the Shareholders’ Meeting. Pursuant to the plan,
based on the total share capital as of March 10, 2026 (after deducting the shares held in the special repurchase account), the
Company will distribute a cash dividend of RMB0.20 per 10 shares (tax inclusive). No bonus shares or capital reserve
conversion will be involved. The total cash dividend to be distributed amounts to RMB145,483,000 (tax inclusive).
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-28 –


--- page 437 ---
The following information set forth does not form part of the “Accountants’ Report” from
Rongcheng (Hong Kong) CP A Limited, Certified Public Accountants, Hong Kong, the Company’ s
reporting accountants, as set forth in Appendix I to this prospectus, and is included herein for
illustrative purpose only. The unaudited pro forma financial information should be read in
conjunction with the section headed “Financial Information” in this document and the
Accountants’ Report set out in Appendix I to this document.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS OF THE GROUP ATTRIBUTABLE TO OWNERS OF THE
COMPANY
The following unaudited pro forma statement of adjusted consolidated net tangible assets of
the Group attributable to owners of the Company has been prepared in accordance with Rule 4.29
of the Listing Rules for the purpose of illustrating the effect of the Global Offering as if it had taken
place on December 31, 2025 and based on the audited consolidated net tangible assets attributable
to the owners of the Company as at December 31, 2025 as shown in the Accountants’ Report, the
text of which is set out in Appendix I to this document, and adjusted as described below.
The unaudited pro forma statement of adjusted consolidated net tangible assets of the Group
attributable to owners of the Company has been prepared for illustrative purposes only and, because
of its hypothetical nature, it may not give a true picture of the consolidated net tangible assets of
the Group attributable to owners of the Company as at December 31, 2025 or at any future dates
following the Global Offering.
Audited
consolidated net
tangible assets of
the Group
attributable to
owners of the
Company as at
December 31, 2025
Estimated net
proceeds from the
Global Offering
Unaudited
pro forma adjusted
consolidated net
tangible assets of
the Group
attributable to
owners of the
Company as at
December 31, 2025
Unaudited pro forma
adjusted consolidated
net tangible assets of
the Group attributable
to owners of the
Company per Share as
at
December 31, 2025
RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2) (Note 3) (Note 4)
Based on an Offer Price of
HK$10.18 per Share /H1100/H1100/H1100/H110021,191,692 7,090,245 28,281,937 3.51 4.04
Notes:
1. The audited consolidated net tangible assets of the Group attributable to owners of the Company as at
December 31, 2025 is extracted from the Accountants’ Report as set out in Appendix I to this prospectus, which
is based on the audited consolidated net assets of the Group attributable to owners of the Company as at
December 31, 2025 of approximately RMB24,040,142,000 with an adjustment for the intangible assets and
goodwill as of December 31, 2025 of approximately RMB2,848,450,000.
2. The estimated net proceeds from the Global Offering are based on 811,811,880 Offer Shares and the Offer
Price of HK$10.18 per Offer Share after deduction of the estimated underwriting commissions and fees and
other related expenses (excluding listing expenses of RMB1,538,000 which have been accounted for in the
consolidated statements of profit or loss prior to December 31, 2025).
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 438 ---
3. The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the
Company per Share as at December 31, 2025 is arrived at after adjustments referred to in the preceding
paragraphs and on the basis that a total of 8,061,620,033 Shares (representing 7,249,808,153 Shares excluding
56,252,824 shares held by the Company in treasury as at December 31, 2025 and 811,811,880 Offer Shares)
were in issue assuming that the Global Offering had been completed on December 31, 2025. Considering the
impact of the following subsequent events: (a) subsequent acquisition of Dongguan Readore Technology Co.,
Ltd.; (b) exercise of share options, which increased the total number of Shares by 2,137,703 Shares; (c)
repurchase of shares, which increased the number of treasury shares by 22,199,300 Shares; (d) declaration of
dividends, with corresponding effects of RMB(918,279,000), RMB8,434,000, RMB(311,133,000) and
RMB(145,483,000), respectively, the unaudited pro forma adjusted consolidated net tangible assets of the
Group attributable to owners of the Company per Share as at December 31, 2025 would be RMB3.35
(HK$3.85), based on an Offer Price of HK$10.18 per Share.
4. For the purpose of this unaudited pro forma statement of adjusted consolidated net tangible assets of the Group
attributable to owners of the Company, the amounts stated in Hong Kong dollars are converted into Renminbi
at a rate of HK$1 to RMB0.8696. 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. Save as disclosed above, no other adjustment has been made to the unaudited pro forma adjusted consolidated
net tangible assets of the Group attributable to owners of the Company to reflect any trading results or other
transactions of our Group entered into subsequent to December 31, 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 439 ---
B. REPORT ON UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following is the text of the independent reporting accountants’ assurance report received
from Rongcheng (Hong Kong) CP A Limited, Certified Public Accountants, Hong Kong, the
Company’ s reporting accountants, in respect of the Group’ s unaudited pro forma financial
information for the purpose in this prospectus.
INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of Lingyi iTech (Guangdong) Company
We have completed our assurance engagement to report on the compilation of unaudited pro
forma financial information of Lingyi iTech (Guangdong) Company (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 statement of adjusted consolidated net tangible assets of the
Group attributable to owner of the Company as at December 31, 2025 and related notes (the
“Unaudited Pro Forma Financial Information”) as set out on pages II-1 to II-2 of the Company’s
prospectus dated June 17, 2026, in connection with the proposed initial public offering of the shares
of the Company (the “Prospectus”). The applicable criteria on the basis of which the Directors have
compiled the Unaudited Pro Forma Financial Information are described on pages II-1 to II-2 of the
Prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to
illustrate the impact of the proposed initial public offering on the Group’s financial position as at
December 31, 2025 as if the proposed initial public offering had taken place at December 31, 2025.
As part of this process, information about the Group’s financial position has been extracted by the
Directors from the Group’s financial information for the year ended December 31, 2025, on which
an accountants’ report has been published as set out in Appendix I of the Prospectus.
Directors’ Responsibility for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial Information
in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline
7, Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars, (“AG 7”)
issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”).
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the Code of Ethics
for Professional Accountants issued by the HKICPA, which is founded on fundamental principles
of integrity, objectivity, professional competence and due care, confidentiality and professional
behaviour.
Our firm applies Hong Kong Standard on Quality Management (HKSQM) 1, Quality
Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance
or Related Services Engagements , issued by the HKICPA, which requires the firm to design,
implement and operate a system of quality management including policies or procedures regarding
compliance with ethical requirements, professional standards and applicable legal and regulatory
requirements.
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Reporting Accountants’ Responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing
Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do
not accept any responsibility for any reports previously given by us on any financial information
used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to
those to whom those reports were addressed by us at the dates of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial
Information Included in a Prospectus , issued by the HKICPA. This standard requires that the
reporting accountant plans and performs procedures to obtain reasonable assurance about whether
the Directors have compiled the Unaudited Pro Forma Financial Information in accordance with
paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any reports
or opinions on any historical financial information used in compiling the Unaudited Pro Forma
Financial Information, nor have we, in the course of this engagement, performed an audit or review
of the financial information used in compiling the Unaudited Pro Forma Financial Information.
The purpose of Unaudited Pro Forma Financial Information included in a prospectus is solely
to illustrate the impact of a significant event or transaction on unadjusted financial information of
the Group as if the event had occurred or the transaction had been undertaken at an earlier date
selected for purposes of the illustration. Accordingly, we do not provide any assurance that the
actual outcome of the proposed initial public offering at December 31, 2025 would have been as
presented.
A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial
Information has been properly compiled on the basis of the applicable criteria involves performing
procedures to assess whether the applicable criteria used by the Directors in the compilation of the
Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the
significant effects directly attributable to the event or transaction, and to obtain sufficient
appropriate evidence about whether:
 The 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’ judgement, having regard to the
reporting accountants’ understanding of the nature of the company, the event or transaction in
respect of which the Unaudited Pro Forma Financial Information has been compiled, and other
relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma
Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Our work has not been carried out in accordance with auditing standards or other standards
and practices generally accepted in the United States of America or auditing standards of the Public
Company Accounting Oversight Board (United States) or standards and practices of any
professional body in any other overseas jurisdiction and accordingly should not be relied upon as
if it had been carried out in accordance with those standards and practices.
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Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled by the
Directors on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial
Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Rongcheng (Hong Kong) CPA Limited
Certified Public Accountants
KW AN, Shui Cheung, Esmond
Practising Certificate Number: P05371
Hong Kong
June 17, 2026
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This appendix mainly provides investors with an overview of the Company’ s Articles of
Association. The following information is only a summary and does not include all details that may
be important to investors.
SHARES AND REGISTERED CAPITAL
The issuance of the Company’s shares shall be conducted in accordance with the principles of
openness, fairness and impartiality, and each share of the same class shall have equal rights. For
shares of the same class issued in the same offering, the issuance conditions and price per share
shall be the same; subscribers shall pay the same price for each share subscribed.
INCREASE, REDUCTION, REPURCHASE AND TRANSFER OF SHARES
Increase and Reduction of Shares
In light of the Company’s operational and developmental needs, the Company may increase
its capital in accordance with the provisions of laws and regulations and subject to separate
resolutions of the Shareholders’ Meeting by any of the following methods:
i. Issuance of shares to unspecified parties;
ii. Issuance of shares to specified parties;
iii. Distribution of bonus shares to existing shareholders;
iv. Conversion of reserve funds to share capital;
v. Other methods stipulated by laws, administrative regulations, the securities regulatory
rules of the place where the Company’s shares are listed and relevant domestic and
foreign securities regulatory authorities.
The Company may reduce its registered capital. Any reduction of the Company’s registered
capital shall be handled in accordance with the procedures prescribed in the Company Law, other
relevant regulations and the Articles of Association.
Repurchase of Shares
The Company may acquire its own shares in accordance with the provisions of laws,
administrative regulations, departmental rules and the Articles of Association under the following
circumstances:
i. Reducing the registered capital of the Company;
ii. Merging with other companies that hold shares of the Company;
iii. Using the shares for employee shareholding plans or equity incentives;
iv. Acquiring the shares of shareholders (upon their request) who vote against any
resolution adopted at any Shareholders’ Meeting on the merger or division of the
Company;
v. Using the shares to satisfy the conversion of corporate bonds convertible into shares
issued by the Company;
vi. Safeguarding the Company’s value and shareholders’ equity as the Company deems
necessary.
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Where the Company acquires its own shares due to the circumstances specified in items (iii),
(v) and (vi) of the preceding paragraph, the acquisition shall be conducted through public
centralized trading methods.
Where the Company acquires its own shares due to the circumstances specified in items (i)
and (ii) of the preceding paragraph, the acquisition shall be subject to a resolution of the
Shareholders’ Meeting. Where the Company acquires its own shares due to the circumstances
specified in items (iii), (v) and (vi) of the preceding paragraph, the acquisition may be resolved by
a meeting of the Board attended by more than two-thirds of the directors in accordance with the
provisions of the Articles of Association or the authorization of the Shareholders’ Meeting.
After the Company acquires its own shares in accordance with the provisions of the preceding
paragraph, for the circumstance specified in item (i), the shares shall be deregistered within ten days
from the date of acquisition; for the circumstances specified in items (ii) and (iv), the shares shall
be transferred or deregistered within six months; for the circumstances specified in items (iii), (v)
and (vi), the total number of the Company’s own shares held by the Company shall not exceed 10%
of the total issued share capital of the Company, and such shares shall be transferred or deregistered
within three years.
Where the Company acquires its own shares, it shall fulfill its information disclosure
obligations in accordance with the provisions of the Securities Law of the People’s Republic of
China and the securities regulatory rules of the place where the Company’s shares are listed.
Transfer of Shares
Shares issued by the Company prior to the public offering shall not be transferred within one
year from the date on which the Company’s shares are listed and traded on the stock exchange.
Directors and senior management of the Company shall declare to the Company their holdings
of the Company’s shares and changes thereto. During their term of office as determined at the time
of appointment, the number of shares transferred each year shall not exceed 25% of the total number
of shares of the same class of the Company held by them; the shares of the Company held by them
shall not be transferred within one year from the date on which the Company’s shares are listed and
traded. The aforementioned personnel shall not transfer the shares of the Company held by them
within half a year from the date of their resignation. Where the securities regulatory rules of the
place where the Company’s shares are listed have other provisions on restrictions on the transfer of
the Company’s shares, such provisions shall prevail.
SHAREHOLDERS AND SHAREHOLDERS’ MEETING
Shareholders
The Company shall establish a register of shareholders based on the documents provided by
the securities registration institution. The register of shareholders is sufficient evidence to prove
that shareholders hold the Company’s shares. Shareholders shall enjoy rights and assume
obligations according to the class of shares they hold; shareholders holding shares of the same class
shall enjoy the same rights and assume the same obligations.
When the Company holds a Shareholders’ Meeting, distributes dividends, liquidates or
engages in other activities requiring confirmation of shareholder identity, the record date for
shareholding shall be determined by the Board or the convener of the Shareholders’ Meeting, and
the shareholders registered after the close of trading on the record date shall be the shareholders
entitled to relevant rights and interests.
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Shareholders of the Company shall enjoy the following rights:
i. To receive dividends and other forms of benefit distribution according to their
shareholdings;
ii. To legally request, convene, preside over, attend or appoint proxies to attend the
Shareholders’ Meeting and exercise the corresponding voting rights (excluding cases
where voting rights must be waived for relevant matters in accordance with the securities
regulatory rules of the place where the Company’s shares are listed);
iii. To supervise the operation of the Company and make suggestions or inquiries;
iv. To transfer, gift or pledge their held shares in accordance with the provisions of laws,
administrative regulations and the Articles of Association;
v. To inspect and copy the Articles of Association, register of shareholders, minutes of
Shareholders’ Meetings, resolutions of Board Meetings, and financial accounting
reports; shareholders meeting the relevant requirements may inspect the Company’s
accounting books and accounting vouchers;
vi. To participate in the distribution of the remaining property of the Company according to
their shareholdings in the event of termination or liquidation of the Company;
vii. To request the Company to acquire their shares if they dissent from the resolution of the
Shareholders’ Meeting on the merger or division of the Company;
viii. Other rights stipulated by laws, administrative regulations, departmental rules, the
securities regulatory rules of the place where the Company’s shares are listed or the
Articles of Association.
Shareholders requesting to inspect or copy relevant materials of the Company shall comply
with the provisions of the Company Law of the People’s Republic of China, the Securities Law of
the People’s Republic of China and other laws and administrative regulations, and provide the
Company with written documents proving the class and number of shares they hold in the Company.
After verifying the shareholder’s identity, the Company shall provide the requested materials in
accordance with the shareholder’s requirements.
If the procedures for convening or voting at a Shareholders’ Meeting or Board Meeting violate
laws, administrative regulations or the Articles of Association, or the content of the resolution
violates the Articles of Association, shareholders shall have the right to request the people’s court
to revoke the resolution within 60 days from the date of the resolution, provided that minor flaws
in the convening procedures or voting methods of the Shareholders’ Meeting or Board Meeting that
do not substantially affect the resolution are excluded.
Shareholders of the Company shall assume the following obligations:
i. To comply with laws, administrative regulations and the Articles of Association;
ii. To pay the share capital in accordance with the shares subscribed and the method of
subscription;
iii. Not to withdraw their share capital except under circumstances stipulated by laws and
regulations;
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iv. Not to abuse shareholder rights to damage the interests of the Company or other
shareholders; not to abuse the independent legal person status of the Company and the
limited liability of shareholders to damage the interests of the Company’s creditors;
shareholders of the Company who abuse shareholder rights and cause losses to the
Company or other shareholders shall be liable for compensation in accordance with the
law; shareholders of the Company who abuse the independent legal person status of the
Company and the limited liability of shareholders to evade debts and seriously damage
the interests of the Company’s creditors shall be jointly and severally liable for the
Company’s debts;
v. Other obligations stipulated by laws, administrative regulations and the Articles of
Association.
If directors (excluding those on the Audit Committee) and senior management violate laws,
administrative regulations or the provisions of the Articles of Association in the performance of
their duties and cause losses to the Company, shareholders who have held individually or
collectively more than 1% of the Company’s shares for more than 180 consecutive days shall have
the right to request the Audit Committee in writing to institute legal proceedings in the people’s
court; if members of the Audit Committee violate laws, administrative regulations or the provisions
of the Articles of Association in the performance of their duties and cause losses to the Company,
the aforementioned shareholders may request the Board in writing to institute legal proceedings in
the people’s court.
If the Audit Committee or the Board refuses to institute legal proceedings upon receipt of a
written request from shareholders as provided for in the preceding paragraph, or fails to institute
legal proceedings within 30 days from the date of receipt of the request, or if the situation is urgent
and failure to institute legal proceedings immediately will cause irreparable damage to the
Company’s interests, the shareholders as provided for in the preceding paragraph shall have the
right to institute legal proceedings directly in the people’s court in their own names for the interests
of the Company.
If another person infringes upon the legitimate rights and interests of the Company and causes
losses to the Company, the shareholders specified in the Articles of Association may institute legal
proceedings in the people’s court in accordance with the provisions of the preceding two
paragraphs.
If directors or senior management violate the provisions of laws, administrative regulations or
the Articles of Association and damage the interests of shareholders, shareholders may institute
legal proceedings in the people’s court.
The controlling shareholder and actual controller of the Company shall not use their
associated relationships to damage the interests of the Company. If they violate the provisions and
cause losses to the Company, they shall be liable for compensation.
The controlling shareholder and actual controller of the Company owe a fiduciary duty to the
Company and the public shareholders of the Company. The controlling shareholder shall exercise
the rights of an investor in strict accordance with the law. The controlling shareholder shall not
damage the legitimate rights and interests of the Company and public shareholders through profit
distribution, asset restructuring, external investment, capital occupation, loan guarantees or other
means, shall not damage the interests of the Company and public shareholders by virtue of its
controlling position, shall not seek additional benefits by virtue of its special status, shall not
perform any approval procedures for the resolutions of the Shareholders’ Meeting on personnel
election and the resolutions of the Board on personnel appointment, shall not appoint or remove
senior management of the Company beyond the Shareholders’ Meeting and the Board, shall not
directly or indirectly interfere in the production and operation decisions of the Company, shall not
occupy or control the assets or other interests of the Company, shall not interfere in the financial
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and accounting activities of the Company, shall not issue any business plans or instructions to the
Company, shall not engage in the same or similar business as the Company, and shall not affect the
independence of the Company’s operation and management or damage the legitimate rights and
interests of the Company in any other form.
General Provisions of the Shareholders’ Meeting
The Shareholders’ Meeting shall be divided into the Annual Shareholders’ Meeting and
Extraordinary Shareholders’ Meeting. The Annual Shareholders’ Meeting shall be held once a year
and shall be convened within six months after the end of the preceding accounting year.
The Shareholders’ Meeting is the highest authority of the Company and shall exercise the
following powers in accordance with the law:
i. To elect and replace directors who are not representatives of employees, and to decide
on matters relating to the remuneration of such directors;
ii. To consider and approve the report of the Board;
iii. To consider and approve the Company’s profit distribution plan and loss offset plan;
iv. To adopt resolutions on the increase or reduction of the registered capital of the
Company;
v. To adopt resolutions or authorize the Board to adopt resolutions on the issuance of
corporate bonds by the Company;
vi. To adopt resolutions on the merger, division, dissolution, liquidation or change of
corporate form of the Company;
vii. To amend the Articles of Association;
viii. To adopt resolutions on the engagement or dismissal of the accounting firm responsible
for auditing the Company’s business;
ix. To consider and approve the guarantee matters stipulated in Article 48 of the Articles of
Association;
x. To consider matters involving the purchase or sale of major assets by the Company
within one year that exceed 30% of the Company’s latest audited total assets;
The assets purchased or sold as mentioned above do not include the purchase of raw materials,
fuels and power, and the sale of products, commodities and other assets related to daily operations,
but assets of such nature involved in asset swaps are still included.
xi. To consider and approve matters relating to the change of the use of raised funds;
xii. To consider equity incentive plans and employee shareholding plans;
xiii. To consider granting general authorization to the Board (unconditional authorization or
authorization subject to the terms and conditions set out in the resolution) to distribute
or issue securities, or to make any share sale plans, agreements or grant any options that
will or may require the issuance, distribution or sale of securities during or after the
validity period of such authorization; the number of securities to be distributed or agreed
to be distributed shall not exceed 20% of the total issued share capital of the Company
on the date of the adoption of the resolution on the general authorization. The general
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authorization shall be valid until: (a) the conclusion of the first Annual Shareholders’
Meeting after the adoption of the resolution, at which time such authorization shall lapse
unless the meeting adopts an ordinary resolution to extend it (whether with or without
conditions); or (b) the shareholders adopt an ordinary resolution at the Shareholders’
Meeting to revoke or amend such authorization, whichever occurs first;
xiv. To consider other matters that shall be decided by the Shareholders’ Meeting as
stipulated by laws, administrative regulations, departmental rules, the securities
regulatory rules of the place where the Company’s shares are listed or the Articles of
Association.
Where the Company provides external guarantees (“external guarantees” refer to guarantees
provided by the Company for others, including guarantees provided by the Company to its
controlling subsidiaries, and external guarantees provided by the Company’s wholly-owned
subsidiaries and controlling subsidiaries), such guarantees shall be subject to the approval of the
Shareholders’ Meeting if any of the following circumstances applies:
i. Any guarantee provided after the aggregate amount of external guarantees provided by
the Company and its controlling subsidiaries exceeds 50% of the Company’s latest
audited net assets;
ii. Any guarantee provided after the aggregate amount of external guarantees provided by
the Company and its controlling subsidiaries exceeds 30% of the Company’s latest
audited total assets;
iii. Any guarantee provided by the Company to others within one year with an amount
exceeding 30% of the Company’s latest audited total assets;
iv. Any guarantee provided to a guarantee recipient with an asset-liability ratio exceeding
70%;
v. Any guarantee with a single guarantee amount exceeding 10% of the Company’s latest
audited net assets;
vi. Any guarantee provided to shareholders, actual controllers and their related parties;
vii. Other guarantee circumstances that need to be approved by the Shareholders’ Meeting
as stipulated by laws, regulations, the China Securities Regulatory Commission (CSRC),
stock exchanges or the Articles of Association.
When the Board considers guarantee matters, the resolution shall be adopted by more than
two-thirds of the directors attending the Board Meeting. When the Shareholders’ Meeting considers
the guarantee matters specified in item (iii) of the preceding paragraph, the resolution shall be
adopted by more than two-thirds of the voting rights held by the shareholders attending the meeting.
When the Shareholders’ Meeting considers a proposal for a guarantee provided to
shareholders, actual controllers and their related parties, such shareholders or shareholders
controlled by such actual controllers shall not participate in the voting on such proposal, and such
voting shall be adopted by more than half of the voting rights held by other shareholders attending
the Shareholders’ Meeting.
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The Company shall convene an Extraordinary Shareholders’ Meeting within two months from
the date of occurrence of any of the following circumstances:
i. When the number of directors is less than the statutory minimum number prescribed by
the Company Law of the People’s Republic of China or two-thirds of the number
stipulated in the Articles of Association;
ii. When the Company’s unrecovered losses reach one-third of the paid-in share capital;
iii. At the request of shareholders who individually or collectively hold more than 10% of
the Company’s shares;
iv. Whenever the Board deems it necessary;
v. When the Audit Committee proposes to convene;
vi. Other circumstances stipulated by laws, administrative regulations, departmental rules,
the securities regulatory rules of the place where the Company’s shares are listed or the
Articles of Association.
Convening of the Shareholders’ Meeting
Shareholders who individually or collectively hold more than 10% of the Company’s shares
have the right to request the Board to convene an Extraordinary Shareholders’ Meeting and shall
make such request in writing to the Board. The Board shall, in accordance with the provisions of
laws, administrative regulations, the securities regulatory rules of the place where the Company’s
shares are listed and the Articles of Association, provide written feedback on whether it agrees to
convene the Extraordinary Shareholders’ Meeting within ten days of receipt of the request.
If the Board agrees to convene the Extraordinary Shareholders’ Meeting, it shall issue a notice
of the convening of the Shareholders’ Meeting within five days after the adoption of the Board
resolution, and any changes to the original request in the notice shall be subject to the consent of
the relevant shareholders.
If the Board disagrees to convene the Extraordinary Shareholders’ Meeting or fails to provide
feedback within ten days of receipt of the request, shareholders who individually or collectively
hold more than 10% of the Company’s shares have the right to propose to the Audit Committee to
convene the Extraordinary Shareholders’ Meeting and shall make such request in writing to the
Audit Committee.
If the Audit Committee agrees to convene the Extraordinary Shareholders’ Meeting, it shall
issue a notice of the convening of the Shareholders’ Meeting within five days of receipt of the
request, and any changes to the original proposal in the notice shall be subject to the consent of the
relevant shareholders.
If the Audit Committee fails to issue the notice of the Shareholders’ Meeting within the
prescribed period, it shall be deemed that the Audit Committee does not convene and preside over
the Shareholders’ Meeting, and shareholders who individually or collectively hold more than 10%
of the Company’s shares for more than 90 consecutive days may convene and preside over the
meeting on their own.
If the Audit Committee or shareholders decide to convene the Shareholders’ Meeting on their
own, they shall notify the Board in writing and file a record with the Shenzhen Stock Exchange. The
Audit Committee or the convening shareholders shall submit the relevant certification materials to
the Shenzhen Stock Exchange when issuing the notice of the Shareholders’ Meeting and the
announcement of the resolution of the Shareholders’ Meeting.
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Before the announcement of the resolution of the Shareholders’ Meeting, the shareholding
ratio of the convening shareholders shall not be less than 10%.
For the Shareholders’ Meeting convened by the Audit Committee or shareholders on their
own, the Board and the Secretary of the Board shall provide cooperation. The Board shall provide
the register of shareholders as of the record date.
The expenses necessary for the Shareholders’ Meeting convened by the Audit Committee or
shareholders on their own shall be borne by the Company.
Notice of the Shareholders’ Meeting
The notice of the Shareholders’ Meeting shall include the following contents:
i. The time, place and duration of the meeting;
ii. The matters and proposals to be submitted to the meeting for consideration;
iii. A clear statement in prominent characters that all shareholders are entitled to attend the
Shareholders’ Meeting and may appoint proxies in writing to attend and vote at the
meeting, and such proxies need not be shareholders of the Company;
iv. The record date for shareholding of shareholders entitled to attend the Shareholders’
Meeting;
v. The name and telephone number of the permanent contact person for meeting affairs;
vi. The voting time and procedures through online or other means.
All specific contents of all proposals shall be fully and completely disclosed in the notice of
the Shareholders’ Meeting and supplementary notices.
Proposals of the Shareholders’ Meeting
When the Company convenes a Shareholders’ Meeting, the Board, the Audit Committee and
shareholders who individually or collectively hold more than 1% of the Company’s shares shall
have the right to submit proposals to the Company.
Shareholders who individually or collectively hold more than 1% of the Company’s shares
may submit provisional proposals in writing to the convener ten days prior to the convening of the
Shareholders’ Meeting. The convener shall issue a supplementary notice of the Shareholders’
Meeting within two days of receipt of the proposal, announce the content of the provisional
proposal and submit the provisional proposal to the Shareholders’ Meeting for consideration,
provided that the provisional proposal does not violate the provisions of laws, administrative
regulations or the Articles of Association or fall outside the scope of the powers of the
Shareholders’ Meeting. If the Shareholders’ Meeting needs to be postponed due to the issuance of
the supplementary notice of the Shareholders’ Meeting in accordance with the securities regulatory
rules of the place where the Company’s shares are listed, the convening of the Shareholders’
Meeting shall be postponed in accordance with the securities regulatory rules of the place where the
Company’s shares are listed.
Proxy at the Shareholders’ Meeting
Shareholders may attend the Shareholders’ Meeting in person or appoint proxies to attend and
vote on their behalf.
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If a natural person shareholder attends the meeting in person, he/she shall present his/her
identity card or other valid documents or certificates proving his/her identity; if he/she appoints a
proxy to attend the meeting on his/her behalf, the proxy shall present his/her valid identity card and
the shareholder’s power of attorney.
A legal person shareholder shall be represented at the meeting by its legal representative or
a proxy appointed by the legal representative. If the legal representative attends the meeting, he/she
shall present his/her identity card and a valid certificate proving his/her qualification as a legal
representative; if a proxy attends the meeting, the proxy shall present his/her identity card and a
written power of attorney issued in accordance with the law by the legal representative of the legal
person shareholder (excluding cases where the shareholder is a recognized clearing house or its
agent as defined by the relevant ordinances of Hong Kong law from time to time or the securities
regulatory rules of the place where the Company’s shares are listed).
The securities registration and settlement institution is entitled to appoint representatives or
company representatives to attend the Shareholders’ Meetings and creditors’ meetings of the issuer,
and such representatives or company representatives shall enjoy the same statutory rights as other
shareholders, including the right to speak and vote.
Voting at the Shareholders’ Meeting
Resolutions of the Shareholders’ Meeting are divided into ordinary resolutions and special
resolutions. An ordinary resolution of the Shareholders’ Meeting shall be adopted by more than half
of the voting rights held by the shareholders (including proxies) attending the Shareholders’
Meeting. A special resolution of the Shareholders’ Meeting shall be adopted by more than two-thirds
of the voting rights held by the shareholders (including proxies) attending the Shareholders’
Meeting.
Shareholders (including proxies) exercise their voting rights by the number of voting shares
they represent, with each share carrying one vote.
Shares of the Company held by the Company do not carry voting rights, and such shares are
not included in the total number of voting shares of the shareholders attending the Shareholders’
Meeting.
In accordance with applicable laws, regulations and the Hong Kong Listing Rules, if any
shareholder is required to waive voting rights on a certain resolution matter, or any shareholder is
restricted to voting in favor of (or against) a certain resolution matter, the votes cast by such
shareholders or their representatives in violation of the relevant provisions or restrictions shall not
be included in the total number of voting shares.
The Board, independent directors, shareholders holding more than 1% of the voting shares or
investor protection institutions established in accordance with laws, administrative regulations or
the provisions of the CSRC may publicly solicit shareholders’ voting rights.
The following matters shall be adopted by ordinary resolutions of the Shareholders’ Meeting:
i. The report of the Board;
ii. The profit distribution plan and loss offset plan formulated by the Board;
iii. The appointment and removal of members of the Board and their remuneration and
payment methods;
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iv. Other matters except those that shall be adopted by special resolutions as stipulated by
laws, administrative regulations, the securities regulatory rules of the place where the
Company’s shares are listed or the Articles of Association.
The following matters shall be approved by special resolutions of the Shareholders’ Meeting:
i. The increase or reduction of the registered capital of the Company;
ii. The division, spin-off, merger, dissolution and liquidation of the Company;
iii. The amendment of the Articles of Association;
iv. The purchase or sale of major assets by the Company within one year or the provision
of guarantees to others with an amount exceeding 30% of the Company’s latest audited
total assets;
v. Equity incentive plans;
vi. Other matters stipulated by laws, administrative regulations, the securities regulatory
rules of the place where the Company’s shares are listed or the Articles of Association,
as well as those determined by the Shareholders’ Meeting through ordinary resolutions
to have a significant impact on the Company and require adoption by special resolutions.
DIRECTORS AND THE BOARD
Directors
Directors who are not representatives of employees shall be elected or replaced by the
Shareholders’ Meeting and may be removed from office by the Shareholders’ Meeting before the
expiration of their term of office, but such removal shall not affect the director’s claim for damages
under any contract. Directors who are representatives of employees shall be democratically elected
through employee representative meetings or other forms and need not be submitted to the
Shareholders’ Meeting for consideration. The term of office of directors is three years, and directors
may be re-elected upon the expiration of their term of office. The Company shall have independent
directors. Independent directors shall perform their duties in accordance with the relevant
provisions of laws, administrative regulations, the CSRC and stock exchanges.
Directors shall comply with the provisions of laws, administrative regulations, the securities
regulatory rules of the place where the Company’s shares are listed and the Articles of Association,
owe a fiduciary duty to the Company, take measures to avoid conflicts of interest between their own
interests and the Company’s interests, and shall not use their powers to seek improper interests.
Directors owe the following fiduciary duties to the Company:
i. Not to occupy the Company’s property or misappropriate the Company’s funds;
ii. Not to deposit the Company’s funds in accounts opened in their own names or the names
of other individuals;
iii. Not to accept bribes or other illegal incomes by virtue of their powers;
iv. Not to directly or indirectly enter into contracts or conduct transactions with the
Company without reporting to the Board or the Shareholders’ Meeting and obtaining the
resolution of the Board or the Shareholders’ Meeting in accordance with the provisions
of the Articles of Association;
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v. Not to use the convenience of their positions to seek business opportunities that should
belong to the Company for themselves or others, unless they report to the Board or the
Shareholders’ Meeting and obtain the resolution of the Shareholders’ Meeting, or the
Company cannot take advantage of such business opportunities in accordance with the
provisions of laws, administrative regulations or the Articles of Association;
vi. Not to engage in business similar to that of the Company for themselves or others
without reporting to the Board or the Shareholders’ Meeting and obtaining the resolution
of the Shareholders’ Meeting;
vii. Not to accept commissions from transactions with the Company for their own benefit;
viii. Not to disclose the Company’s secrets without authorization;
ix. Not to use their associated relationships to damage the interests of the Company;
x. Other fiduciary duties stipulated by laws, administrative regulations, departmental rules,
the securities regulatory rules of the place where the Company’s shares are listed and the
Articles of Association.
Any income obtained by directors in violation of the provisions of this Article shall belong to
the Company; if such violation causes losses to the Company, the directors shall be liable for
compensation.
Directors shall comply with the provisions of laws, administrative regulations, the securities
regulatory rules of the place where the Company’s shares are listed and the Articles of Association,
owe a duty of care to the Company, and shall exercise their powers with the reasonable care that
a prudent manager would normally exercise in order to maximize the Company’s interests:
Directors owe the following duties of care to the Company:
i. To exercise the powers entrusted by the Company in a prudent, serious and diligent
manner to ensure that the Company’s business activities comply with the requirements
of laws, administrative regulations and various national economic policies, and that the
business activities do not exceed the business scope specified in the business license;
ii. To treat all shareholders fairly;
iii. To keep abreast of the Company’s business operation and management status;
iv. To sign written confirmation opinions on the Company’s periodic reports to ensure that
the information disclosed by the Company is true, accurate and complete;
v. To truthfully provide relevant information and materials to the Audit Committee and not
to hinder the Audit Committee from exercising its powers;
vi. Other duties of care stipulated by laws, administrative regulations, departmental rules,
the securities regulatory rules of the place where the Company’s shares are listed and the
Articles of Association.
Upon the effectiveness of a director’s resignation or the expiration of his/her term of office,
the director shall complete all handover procedures with the Board. The fiduciary duty owed by the
director to the Company and shareholders shall not be automatically terminated after the expiration
of the term of office, but shall remain valid for three years after the effectiveness of the resignation
or the expiration of the term of office. The liability of a director for acts performed in the
performance of his/her duties during the term of office shall not be exempted or terminated due to
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
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resignation. If there is any violation of relevant commitments or other acts damaging the interests
of the listed company, the Board shall take necessary measures to hold the relevant personnel liable
and effectively protect the interests of the listed company and minority investors.
Without the provisions of the Articles of Association or the legal authorization of the Board,
no director shall act on behalf of the Company or the Board in his/her personal name. When a
director acts in his/her personal name, if a third party would reasonably believe that the director is
acting on behalf of the Company or the Board, the director shall declare his/her position and identity
in advance.
Chairman of the Board
The Board shall have one Chairman and one Vice Chairman; the Chairman and Vice Chairman
shall be elected by more than half of all directors. Independent directors shall not serve as the
Chairman or Vice Chairman of the Company.
The Board
The Board shall consist of seven directors, including three independent directors and one
director who is a representative of employees.
The Board shall exercise the following powers:
i. To convene the Shareholders’ Meeting and report to the Shareholders’ Meeting;
ii. To implement the resolutions of the Shareholders’ Meeting;
iii. To determine the Company’s business plans and investment plans;
iv. To formulate the Company’s profit distribution plan and loss offset plan;
v. To formulate plans for the increase or reduction of the Company’s registered capital, the
issuance of bonds or other securities and the listing of the Company;
vi. To formulate plans for major acquisitions of the Company, the acquisition of the
Company’s own shares, or the merger, division, dissolution and change of corporate
form of the Company;
vii. To determine, within the scope of authorization granted by the Shareholders’ Meeting,
matters such as the Company’s external investments, purchase and sale of assets, pledge
of assets, external guarantee matters, entrusted wealth management, connected
transactions and external donations;
viii. To determine the establishment of the Company’s internal management structure;
ix. To appoint or dismiss the General Manager, Secretary of the Board and other senior
management of the Company and decide on matters relating to their remuneration,
rewards and punishments; to appoint or dismiss the Deputy General Manager, Financial
controller and other senior management of the Company upon the nomination of the
General Manager and decide on matters relating to their remuneration, rewards and
punishments;
x. To formulate the basic management system of the Company;
xi. To formulate proposals for the amendment of the Articles of Association;
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xii. To manage the Company’s information disclosure matters;
xiii. To propose to the Shareholders’ Meeting the engagement or replacement of the
accounting firm responsible for auditing the Company;
xiv. To receive the work report of the General Manager of the Company and inspect the work
of the General Manager;
xv. Other powers entrusted by laws, administrative regulations, departmental rules, the
securities regulatory rules of the place where the Company’s shares are listed or the
Articles of Association.
A Board Meeting shall be held only if more than half of the directors are present. Resolutions
of the Board must be adopted by more than half of all directors, unless otherwise stipulated by laws,
regulations, the securities regulatory rules of the place where the Company’s shares are listed or the
Articles of Association.
Special Committees of the Board
The Board of the Company shall establish an Audit Committee, a Nomination Committee, a
Remuneration and Evaluation Committee, and a Strategy and Development Committee. Among
them, independent directors shall account for more than half of the members of the Audit
Committee, the Nomination Committee and the Remuneration and Evaluation Committee and serve
as the conveners (i.e., the chairman of the committee, the same below). The Audit Committee shall
exercise the powers of the supervisors as stipulated in the Company Law of the People’s Republic
of China and the powers of the Audit Committee as stipulated in the Articles of Association. The
Nomination Committee shall include at least one director of a different gender. The Board shall be
responsible for formulating the working rules of the special committees to regulate the operation of
the special committees. The composition of the special committees shall be in accordance with the
provisions of laws, administrative regulations, the CSRC and stock exchanges that are in effect from
time to time.
Audit Committee
The Audit Committee shall consist of three directors who do not hold senior management
positions in the Company, including three independent directors, with an accounting professional
among the independent directors serving as the convener. The Audit Committee shall hold at least
one meeting per quarter. An extraordinary meeting may be convened at the proposal of two or more
members or when the convener deems it necessary. A meeting of the Audit Committee may be held
only if more than two-thirds of the members are present. Resolutions of the Audit Committee shall
be adopted by more than half of the members of the Audit Committee. V oting on resolutions of the
Audit Committee shall be on a one-person-one-vote basis. Minutes of the resolutions of the Audit
Committee shall be prepared in accordance with the relevant provisions, and the members of the
Audit Committee attending the meeting shall sign the minutes. The working rules of the Audit
Committee shall be formulated by the Board.
Senior Management
The Company shall have one General Manager, who shall be appointed or dismissed by the
Board. The Company may have several Deputy General Managers, who shall be appointed or
dismissed by the Board. The General Manager, Deputy General Managers, Secretary of the Board
and Financial controller of the Company shall be the senior management of the Company.
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The General Manager shall be responsible to the Board and shall exercise the following
powers:
i. To preside over the production, operation and management of the Company, organize the
implementation of the resolutions of the Board and report to the Board;
ii. To submit a business report for the preparation of the annual report;
iii. To formulate the Company’s annual production and operation plan, investment plan and
the main measures for the realization of the plan;
iv. To organize the implementation of the Company’s annual plan and investment plan;
v. To formulate plans for the establishment of the Company’s internal management
structure;
vi. To formulate plans for the Company’s internal reform;
vii. To formulate the relevant basic management system of the Company;
viii. To formulate specific rules and regulations of the Company;
ix. To propose to the Board the appointment or dismissal of the Company’s senior
management;
x. To decide on the appointment or dismissal of management personnel other than those to
be appointed or dismissed by the Board;
xi. To appoint or dismiss middle-level management personnel other than those to be
appointed or dismissed by the Board, and formulate reward and punishment plans for
them based on their work performance;
xii. In accordance with the provisions of the Articles of Association and the authorization of
the Board, the General Manager of the Company shall have the right to decide on the
Company’s external donation amount not exceeding RMB100 million;
xiii. To formulate the wages, welfare and reward and punishment system for the Company’s
employees and decide on the appointment and dismissal of the Company’s employees;
xiv. To sign daily administrative and business documents;
xv. To propose the convening of an extraordinary meeting of the Board;
xvi. Other powers stipulated by the Articles of Association, the securities regulatory rules of
the place where the Company’s shares are listed or entrusted by the Board.
The General Manager shall attend the meetings of the Board.
Qualifications and Obligations of Directors and Senior Management of the Company
A person shall not serve as a director or senior management if he/she falls under any of the
following circumstances:
i. Having no capacity for civil conduct or limited capacity for civil conduct;
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ii. Having been sentenced to criminal punishment for corruption, bribery, embezzlement of
property, misappropriation of property or disruption of the social economic order, or
having been deprived of political rights for a crime, and the period of execution has not
expired for five years; if a suspended sentence is announced, the period from the
expiration of the probation period has not expired for two years;
iii. Having served as a director, factory director or manager of a company or enterprise in
bankruptcy liquidation and bearing personal responsibility for the bankruptcy of such
company or enterprise, and the period from the completion of the bankruptcy liquidation
of such company or enterprise has not expired for three years;
iv. Having served as the legal representative of a company or enterprise whose business
license has been revoked or ordered to close down due to illegal activities and bearing
personal responsibility for such revocation or closure, and the period from the date of
revocation of the business license or order to close down of such company or enterprise
has not expired for three years;
v. Being listed as a person subject to enforcement for dishonesty by the people’s court due
to failure to repay a relatively large amount of debt when due;
vi. Having been subject to securities market entry prohibition measures by the CSRC and
the period has not expired;
vii. Having been publicly identified by stock exchanges or other regulatory authorities as
unfit to serve as a director, senior management of a listed company, etc., and the period
has not expired;
viii. Other circumstances stipulated by laws, administrative regulations, the securities
regulatory rules of the place where the Company’s shares are listed or departmental
rules.
Financial Accounting System
The Company shall formulate its financial accounting system in accordance with the
provisions of laws, administrative regulations and relevant national departments.
The Company shall submit and disclose the annual report to the CSRC and the stock exchange
within four months from the end of each accounting year, and submit and disclose the interim report
to the local office of the CSRC and the stock exchange within two months from the end of the first
half of each accounting year.
The aforementioned annual report and interim report shall be prepared in accordance with the
relevant provisions of laws, administrative regulations, the CSRC and the stock exchange.
The Company shall not maintain separate accounting books other than the statutory
accounting books. The assets of the Company shall not be deposited in accounts opened in the name
of any individual.
When the Company distributes its after-tax profits for the year, it shall withdraw 10% of the
profits and include them in the Company’s statutory reserve fund. If the accumulated amount of the
Company’s statutory reserve fund exceeds 50% of the Company’s registered capital, no further
withdrawal may be made.
If the Company’s statutory reserve fund is insufficient to cover the losses of previous years,
the Company shall first use the current year’s profits to cover the losses before withdrawing the
statutory reserve fund in accordance with the provisions of the preceding paragraph.
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After the Company withdraws the statutory reserve fund from the after-tax profits, it may also
withdraw discretionary reserve funds from the after-tax profits upon the resolution of the
Shareholders’ Meeting.
The remaining after-tax profits of the Company after making up for losses and withdrawing
reserve funds shall be distributed in proportion to the shares held by shareholders, unless the
Articles of Association stipulate that the distribution shall not be made in proportion to the
shareholdings.
If the Shareholders’ Meeting distributes profits to shareholders in violation of the Company
Law of the People’s Republic of China, the shareholders shall return the profits distributed in
violation of the provisions to the Company; if such violation causes losses to the Company, the
shareholders and the responsible directors and senior management shall be liable for compensation.
Shares of the Company held by the Company shall not participate in the distribution of profits.
The Company shall appoint one or more collecting agents in Hong Kong for H-share
shareholders. The collecting agent(s) shall collect and hold the dividends and other amounts payable
by the Company in respect of H-shares on behalf of the relevant H-share shareholders pending
payment to such H-share shareholders. The collecting agent(s) appointed by the Company shall
comply with the requirements of laws, regulations and the securities regulatory rules of the place
where the Company’s shares are listed.
The Company’s reserve funds shall be used to make up for the Company’s losses, expand the
Company’s production and operation or convert into increased registered capital of the Company.
When using reserve funds to make up for the Company’s losses, discretionary reserve funds and
statutory reserve funds shall be used first; if the losses still cannot be made up, capital reserve funds
may be used in accordance with the relevant provisions.
When the statutory reserve fund is converted into registered capital, the remaining amount of
such reserve fund shall not be less than 25% of the Company’s registered capital before the
conversion.
After the Shareholders’ Meeting of the Company adopts a resolution on the profit distribution
plan, or the Board of the Company formulates a specific plan based on the conditions and upper
limit of the interim dividend distribution for the following year as considered and approved by the
Annual Shareholders’ Meeting, the distribution of dividends (or shares) shall be completed within
two months.
The Company shall implement an internal audit system, specifying the leadership system,
duties and powers, staffing, funding guarantee, application of audit results and accountability for
internal audit work. Full-time auditors shall be appointed to conduct internal audit supervision over
the Company’s financial revenue and expenditure and economic activities.
The internal audit system of the Company and the duties of the auditors shall be implemented
after approval by the Board. The person in charge of audit shall be responsible to the Board and
report to the Board. The internal audit institution of the Company shall supervise and inspect the
Company’s business activities, risk management, internal control, financial information and other
matters.
The internal audit institution shall be responsible to the Board. In the process of supervising
and inspecting the Company’s business activities, risk management, internal control and financial
information, the internal audit institution shall accept the supervision and guidance of the Audit
Committee. If the internal audit institution discovers any relevant major issues or clues, it shall
immediately report directly to the Audit Committee.
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--- page 458 ---
The Company shall engage an accounting firm that complies with the provisions of the
Securities Law of the People’s Republic of China and the securities regulatory rules of the place
where the Company’s shares are listed to conduct accounting statement audits, net asset verification
and other related consulting services. The term of engagement is one year, and the engagement may
be renewed.
The engagement or dismissal of an accounting firm by the Company shall be submitted to the
Board for consideration after the approval of more than half of all members of the Audit Committee,
and shall be decided by the Shareholders’ Meeting. The Board shall not appoint an accounting firm
before the decision is made by the Shareholders’ Meeting.
The Company shall guarantee to provide true and complete accounting vouchers, accounting
books, financial accounting reports and other accounting information to the engaged accounting
firm, and shall not refuse, conceal or falsely report.
The audit fee of the accounting firm shall be decided by the Shareholders’ Meeting.
When the Company dismisses or does not renew the engagement of an accounting firm, it shall
notify the accounting firm 30 days in advance. When the Shareholders’ Meeting votes on the
dismissal of the accounting firm, the accounting firm shall be allowed to state its opinions.
Dissolution and Liquidation of the Company
The Company shall be dissolved for the following reasons:
i. The expiration of the business term stipulated in the Articles of Association or the
occurrence of other dissolution events stipulated in the Articles of Association;
ii. The adoption of a resolution on dissolution by the Shareholders’ Meeting;
iii. Dissolution required due to the merger or division of the Company;
iv. The revocation of the business license, order to close down or revocation in accordance
with the law;
v. If the Company encounters serious difficulties in its operation and management, and its
continued existence will cause significant losses to the interests of shareholders and
cannot be resolved through other means, shareholders holding more than 10% of the
voting rights of the Company may request the people’s court to dissolve the Company.
If the Company is dissolved due to the circumstances specified in items i, ii, iv and v of the
preceding paragraph, it shall be liquidated. Directors shall be the liquidation obligors of the
Company and shall form a liquidation team to conduct liquidation within 15 days from the date of
the occurrence of the dissolution event. The liquidation team shall be composed of directors. If the
liquidation obligors fail to perform their liquidation obligations in a timely manner and cause losses
to the Company or creditors, they shall be liable for compensation.
The liquidation team shall notify the creditors within 10 days from the date of its
establishment and make an announcement in newspapers publicly issued at or above the municipal
level (including municipal level) or the National Enterprise Credit Information Publicity System
within 60 days. Creditors shall declare their claims to the liquidation team within 30 days from the
date of receipt of the notice, or within 45 days from the date of the announcement if no notice is
received.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 459 ---
When declaring claims, creditors shall explain the relevant matters of the claims and provide
supporting materials. The liquidation team shall register the claims. During the period of declaring
claims, the liquidation team shall not settle with creditors.
During the liquidation period, the Company shall continue to exist but shall not engage in
business activities unrelated to the liquidation. The property of the Company shall not be distributed
to shareholders before the settlement in accordance with the provisions of the preceding paragraph.
After liquidating the Company’s property and preparing a balance sheet and a list of property,
if the liquidation team finds that the Company’s property is insufficient to pay off its debts, it shall
apply to the people’s court for bankruptcy liquidation in accordance with the law.
After the Company is declared bankrupt in accordance with the law, bankruptcy liquidation
shall be implemented in accordance with the relevant laws on enterprise bankruptcy.
Amendment of the Articles of Association
The Company shall amend the Articles of Association under any of the following
circumstances:
i. After the revision of the Company Law or relevant laws, administrative regulations or
the securities regulatory rules of the place where the Company’s shares are listed, the
matters stipulated in the Articles of Association conflict with the provisions of the
revised laws and administrative regulations;
ii. Changes in the Company’s situation that are inconsistent with the matters recorded in the
Articles of Association;
iii. The adoption of a resolution on amending the Articles of Association by the
Shareholders’ Meeting.
If the matters of amending the Articles of Association adopted by the resolution of the
Shareholders’ Meeting need to be approved by the competent authority, they must be reported to the
competent authority for approval; if such amendments involve the registration matters of the
Company, the change registration shall be handled in accordance with the law.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
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1. FURTHER INFORMATION ABOUT OUR COMPANY
A. Incorporation
For incorporation and corporate development of our Company, see “History, Development and
Corporate Structure — Corporate Development and Major Changes in Share Capital and
Shareholdings” in this Prospectus.
We have established a place of business in Hong Kong at 901A, Empire center, 68 Mody rd,
Tsim Sha Tsui, Hong Kong and have registered with the Registrar of Companies in Hong Kong as
a non-Hong Kong company under Part 16 of the Companies Ordinance on November 12, 2025. Ms.
Zeng and Ms. CHAN Wing Yan (ؚhave been appointed as the authorized representative of
our Company for the acceptance of service of process and notices on behalf of our Company in
Hong Kong. The address for service of process on our Company in Hong Kong is the same as our
principal place of business in Hong Kong as set out above.
As our Company was established in the PRC, we are subject to relevant laws and regulations
of the PRC. For the summary of the relevant aspects of laws and regulations of the PRC and our
Articles of Association, see “Regulatory Overview” and “Summary of Articles of Association” in
Appendix III in this Prospectus, respectively.
B. Changes in Share Capital of Our Company
Save as disclosed in “History, Development and Corporate Structure — Corporate
Development” in this Prospectus and as set out below, there has been no alteration in our share
capital within two years immediately preceding the date of this Prospectus.
A repurchase mandate for the repurchase of A Shares for the purpose of 2024 Employee Stock
Ownership Plan was approved by the thirty-fourth meeting of the fifth session of the Board on
March 8, 2024. As of March 7, 2025, the repurchase of A Shares under the repurchase mandate was
completed with a total of 12,390,800 A Shares repurchased between April 2, 2024 and March 4,
2025 at the lowest and highest price of RMB4.63 and RMB4.98 per A Share, respectively.
A repurchase mandate for the repurchase of A Shares for the purpose of the 2025 Stock
Ownership Plan and potential future employee incentive plan was approved by the eleventh meeting
of the sixth session of the Board on April 11, 2025. The repurchase mandate is valid for twelve
months from the date of approval by the Board meeting, subject to (i) a repurchase price of up to
150% of the average price of the 30 trading days prior to the date of approval by the Board meeting
and (ii) a total repurchase amount ranging from RMB0.2 billion to RMB0.4 billion. Any
repurchased A Shares not granted for the purposes of employee stock ownership plan within three
years after the completion of the repurchase shall be canceled. As of the Latest Practicable Date,
the total of 34,031,200 A Shares had been repurchased under the repurchase mandate.
C. Shareholders’ Resolutions in Relation to the Global Offering
At the extraordinary Shareholders’ general meeting held on November 14, 2025, the following
resolutions, among other things, were duly passed:
(1) the issue by our Company of H Shares of nominal value of RMB1.00 each and such H
Shares be listed on the Hong Kong Stock Exchange;
(2) the number of H Shares to be issued before the exercise of the offer size adjustment
option (if applicable) and the Over-allotment Option shall not exceed 10% of the
enlarged share capital of our Company upon completion of the Global Offering, and the
grant of the Over-allotment Option of no more than 15% of the number of H Shares to
be issued pursuant to the Global Offering;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-1 –


--- page 461 ---
(3) subject to the completion of the Global Offering, the conditional adoption of the Articles
of Association, which shall become effective on Listing Date; and
(4) the authorization of the Board or its authorized persons to handle all matters relating to,
among other things, the Global Offering, the issue and listing of the H Shares on the
Hong Kong Stock Exchange.
D. Further Information about Our Subsidiaries
The following alterations in the total share capital of our subsidiaries have taken place within
the two years preceding the date of this Prospectus:
(1) On March 27, 2025, Salcomp Technology (Dongguan) Co., Ltd. ( ᒄဧੰҦஔ(୷)ࠢ
ʮ̡) was established as a limited company in the PRC with an initial registered capital
of RMB100,000.
(2) On May 7, 2025, Shenzhen Lingyi Robot Technology Co., Ltd. (Ҧ
ʮ̡) was established as a limited company in the PRC with an initial registered
capital of RMB20 million.
(3) On May 6, 2025, Salcomp Electronics (Suzhou) Co., Ltd. ( ᒄဧੰཥɿ(ᘽψ)ʮ̡)
was established as a limited company in the PRC with an initial registered capital of
RMB30 million.
(4) On June 24, 2025, Dongguan Ling Zhi Innovation Robot Technology Co., Ltd. (୷ჯ
ʮ̡) was established as a limited company in the PRC with an
initial registered capital of RMB20 million.
(5) On September 11, 2025, Shenzhen Lingfu Robot Technology Co., Ltd. ( ଉέ̹ჯ၅ዚኜ
ʮ̡) was established as a limited company in the PRC with an initial
registered capital of RMB10 million.
(6) On May 28, 2024, Shenzhen Lingyi Liangcai Trading Co., Ltd. (Ϟ
ʮ̡) was established as a limited company in the PRC with an initial registered
capital of RMB10 million.
(7) On November 6, 2024, Suzhou Lingyu Electronic Technology Co., Ltd. ( ᘽψჯ༃ཥɿ
ʮ̡) increased its registered capital from RMB599.6 million to RMB769.6
million.
(8) On December 17, 2024, Dongguan Obi-di Precision Hardware Co., Ltd. (ࠔ
ʮ̡) increased its registered capital from RMB505 million to RMB905
million.
(9) On December 25, 2024, Yangzhou Linghuang Technology Co., Ltd. (ࠢ
ʮ̡) increased its registered capital from RMB172.5 million to RMB208.8 million.
(10) On June 19, 2025, Dongtai Lingyu Intelligent Technology Co., Ltd. (Ҧ
ʮ̡) increased its registered capital from RMB100 million to RMB246 million.
(11) On August 15, 2025, Shenzhen Dongfang Liangcai Precision Technology Co., Ltd. ( ଉ
ʮ̡) increased its registered capital from RMB554.3
million to RMB898.3 million. On October 17, 2025, it increased its registered capital
from RMB898.3 million to RMB1,048.3 million.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-2 –


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(12) On October 14, 2025, Lingyi Trading (Suzhou) Co., Ltd. (ʮ̡)
increased its registered capital from RMB100 million to RMB250 million.
(13) On June 27, 2025, TLG INVESTMENT (HK) LIMITED converted its US$175 million
debt claim against Salcomp PLC into equity (non-restricted equity investment/SVOP
(invested non-restricted equity fund)). The debt was recorded into capital reserve. After
the conversion, the registered capital of Salcomp PLC remained unchanged at European
Union 9,832,735.12. The US$175 million debt corresponded to the issuance of
18,881,085 new shares. After the issuance, the total number of shares increased to
57,904,925.
(14) On June 27, 2025, the registered capital of LINGYI VIETNAM COMPANY LIMITED
increased from US$3 million to US$37 million.
(15) On January 25, 2025, LINGYI THAI NGUYEN VIET NAM COMPANY LIMITED was
established with registered capital of US$9.8 million. On June 5, 2025, registered capital
was reduced to US$5 million.
(16) On October 29, 2024, the registered capital of TRIUMPH LEAD GROUP USA, INC.
was increased from US$1 to US$17,000,001.
(17) On October 31, 2024, the registered capital of Salcomp Energy USA Inc. was increased
from US$100,000 to US$7,000,000.
(18) On August 12, 2024, the registered capital of Salcomp Manufacturing USA Corp. was
increased from US$100,000 to US$10,000,000.
(19) On August 7, 2024, the registered capital of Triumph Lead (Singapore) Pte. Ltd. was
increased from US$8,000,000 to US$25,000,000. On January 15, 2025, the registered
capital of Triumph Lead (Singapore) Pte. Ltd. was increased from US$25,000,000 to
US$34,800,000. On April 24, 2025, the registered capital of Triumph Lead (Singapore)
Pte. Ltd. was increased from US$34,800,000 to US$39,800,000. On July 24, 2025, the
registered capital of Triumph Lead (Singapore) Pte. Ltd. was increased from
US$39,800,000 to US$69,800,000. On September 3, 2025, the registered capital of
Triumph Lead (Singapore) Pte. Ltd. was increased from US$69,800,000 to
US$78,150,000. On January 27, 2026, the registered capital of Triumph Lead
(Singapore) Pte. Ltd. was increased from US$78,150,000 to US$89,175,000.
(20) On January 21, 2026, Beijing Lingyi Robot Technology Co., Ltd. ( ̏ԯ̹ჯूዚኜɛϞ
ʮ̡) was established as a limited company in the PRC with an initial registered
capital of RMB30 million.
(21) On March 31, 2026, Triumph Lead Group (Thailand) Co., Ltd. was registered as a
juristic person in Thailand with an initial registered capital of THB5 million.
(22) On April 23, 2026, KOODA STONE (SINGAPORE) PTE. LTD. was incorporated as a
private company limited by shares with an initial registered capital of US$500,000.
(23) On April 30, 2026, READORE ITECH (SINGAPORE) PTE. LTD. was incorporated as
a private company limited by shares with an initial registered capital of US$500,000.
(24) On May 20, 2026, KOODA STONE Co., Ltd. was incorporated as a juristic person in
Thailand with an initial registered capital of THB5 million.
Save as disclosed above, there has been no alteration in the share capital of any of our
subsidiaries within the two years immediately preceding the date of this Prospectus.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-3 –


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2. FURTHER INFORMATION ABOUT OUR BUSINESS
A. Summary of Our Material Contracts
We have entered into the following contracts (not being contracts entered into in the ordinary
course of business) within two years preceding the date of this Prospectus that are or may be
material:
(1) the Hong Kong Underwriting Agreement;
(2) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, GF Fund Management Co., Ltd. (ʮ̡), Guotai Junan
Capital Limited, Guotai Junan Securities (Hong Kong) Limited, Citigroup Global
Markets Asia Limited, CLSA Limited and J.P. Morgan Securities (Asia Pacific) Limited,
details of which are set out in the section headed “Cornerstone Investors” in this
Prospectus;
(3) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, GF International Investment Management Limited (ʮ
̡), Guotai Junan Capital Limited, Guotai Junan Securities (Hong Kong) Limited,
Citigroup Global Markets Asia Limited, CLSA Limited and J.P. Morgan Securities (Asia
Pacific) Limited, details of which are set out in the section headed “Cornerstone
Investors” in this Prospectus;
(4) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Kaide Global Investment Ltd, Guotai Junan Capital Limited, Guotai Junan
Securities (Hong Kong) Limited, Citigroup Global Markets Asia Limited, CLSA Limited
and J.P. Morgan Securities (Asia Pacific) Limited, details of which are set out in the
section headed “Cornerstone Investors” in this Prospectus;
(5) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Qube Master Fund Ltd, acting by its sub-investment manager, Qube Research
& Technologies Hong Kong Limited, Guotai Junan Capital Limited, Guotai Junan
Securities (Hong Kong) Limited, Citigroup Global Markets Asia Limited, CLSA Limited
and J.P. Morgan Securities (Asia Pacific) Limited, details of which are set out in the
section headed “Cornerstone Investors” in this Prospectus;
(6) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Ti-Capital (HK) Pioneer OFC - Ti-Capital (HK) Pioneer Fund III, Ti-Capital
(HK) Pioneer OFC - Ti-Capital (HK) Pioneer Fund IV , Guotai Junan Capital Limited,
Guotai Junan Securities (Hong Kong) Limited, Citigroup Global Markets Asia Limited,
CLSA Limited and J.P. Morgan Securities (Asia Pacific) Limited, details of which are
set out in the section headed “Cornerstone Investors” in this Prospectus;
(7) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Value Partners Hong Kong Limited, Guotai Junan Capital Limited, Guotai
Junan Securities (Hong Kong) Limited, Citigroup Global Markets Asia Limited, CLSA
Limited and J.P. Morgan Securities (Asia Pacific) Limited, details of which are set out
in the section headed “Cornerstone Investors” in this Prospectus;
(8) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Value Partners Limited, Guotai Junan Capital Limited, Guotai Junan
Securities (Hong Kong) Limited, Citigroup Global Markets Asia Limited, CLSA Limited
and J.P. Morgan Securities (Asia Pacific) Limited, details of which are set out in the
section headed “Cornerstone Investors” in this Prospectus;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-4 –


--- page 464 ---
(9) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Hongxing International Technology Limited (ʮ̡), Guotai
Junan Capital Limited, Guotai Junan Securities (Hong Kong) Limited, Citigroup Global
Markets Asia Limited, CLSA Limited and J.P. Morgan Securities (Asia Pacific) Limited,
details of which are set out in the section headed “Cornerstone Investors” in this
Prospectus;
(10) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Morgan Stanley & Co. International plc, Guotai Junan Capital Limited,
Guotai Junan Securities (Hong Kong) Limited, Citigroup Global Markets Asia Limited,
CLSA Limited and J.P. Morgan Securities (Asia Pacific) Limited, details of which are
set out in the section headed “Cornerstone Investors” in this Prospectus;
(11) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Greenwoods Asset Management Hong Kong Limited, Guotai Junan Capital
Limited, Guotai Junan Securities (Hong Kong) Limited, Citigroup Global Markets Asia
Limited, CLSA Limited and J.P. Morgan Securities (Asia Pacific) Limited, details of
which are set out in the section headed “Cornerstone Investors” in this Prospectus;
(12) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, 3W Fund Management Limited, Guotai Junan Capital Limited, Guotai Junan
Securities (Hong Kong) Limited, Citigroup Global Markets Asia Limited, CLSA Limited
and J.P. Morgan Securities (Asia Pacific) Limited, details of which are set out in the
section headed “Cornerstone Investors” in this Prospectus;
(13) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Deliante Holdings Co., Ltd., Guotai Junan Capital Limited, Guotai Junan
Securities (Hong Kong) Limited, Citigroup Global Markets Asia Limited, CLSA Limited
and J.P. Morgan Securities (Asia Pacific) Limited, details of which are set out in the
section headed “Cornerstone Investors” in this Prospectus;
(14) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Sunny Optical Capital Limited (ʮ̡), Guotai Junan Capital
Limited, Guotai Junan Securities (Hong Kong) Limited, Citigroup Global Markets Asia
Limited, CLSA Limited and J.P. Morgan Securities (Asia Pacific) Limited, details of
which are set out in the section headed “Cornerstone Investors” in this Prospectus;
(15) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Honor Information Technology Limited (ʮ̡), Guotai
Junan Capital Limited, Guotai Junan Securities (Hong Kong) Limited, Citigroup Global
Markets Asia Limited, CLSA Limited and J.P. Morgan Securities (Asia Pacific) Limited,
details of which are set out in the section headed “Cornerstone Investors” in this
Prospectus;
(16) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Jain Global Master Fund Ltd acting through its investment manager Jain
Global LLC, Guotai Junan Capital Limited, Guotai Junan Securities (Hong Kong)
Limited, Citigroup Global Markets Asia Limited, CLSA Limited and J.P. Morgan
Securities (Asia Pacific) Limited, details of which are set out in the section headed
“Cornerstone Investors” in this Prospectus;
(17) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Seven Grand Managers, LLC, Guotai Junan Capital Limited, Guotai Junan
Securities (Hong Kong) Limited, Citigroup Global Markets Asia Limited, CLSA Limited
and J.P. Morgan Securities (Asia Pacific) Limited, details of which are set out in the
section headed “Cornerstone Investors” in this Prospectus;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-5 –


--- page 465 ---
(18) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Taikang Life Insurance Co., Ltd (ப΂ʮ̡), Guotai Junan
Capital Limited, Guotai Junan Securities (Hong Kong) Limited, Citigroup Global
Markets Asia Limited, CLSA Limited and J.P. Morgan Securities (Asia Pacific) Limited,
details of which are set out in the section headed “Cornerstone Investors” in this
Prospectus;
(19) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Da Cheng International Asset Management Company Limited, Guotai Junan
Capital Limited, Guotai Junan Securities (Hong Kong) Limited, Citigroup Global
Markets Asia Limited, CLSA Limited and J.P. Morgan Securities (Asia Pacific) Limited,
details of which are set out in the section headed “Cornerstone Investors” in this
Prospectus;
(20) the cornerstone investment agreement dated June 15, 2026, entered into among our
Company, Everbright Wealth Management Co., Ltd. (ப΂ʮ̡) (for and
on behalf of its managed wealth management products), Guotai Junan Capital Limited,
Guotai Junan Securities (Hong Kong) Limited, Citigroup Global Markets Asia Limited,
CLSA Limited and J.P. Morgan Securities (Asia Pacific) Limited, details of which are
set out in the section headed “Cornerstone Investors” in this Prospectus;
(21) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Granite Asia IX VCC (for the account of and on behalf of GX ACCESS),
Guotai Junan Capital Limited, Guotai Junan Securities (Hong Kong) Limited, Citigroup
Global Markets Asia Limited, CLSA Limited and J.P. Morgan Securities (Asia Pacific)
Limited, details of which are set out in the section headed “Cornerstone Investors” in
this Prospectus; and
(22) the cornerstone investment agreement dated June 15, 2026 entered into among our
Company, Verition Multi-Strategy Master Fund Ltd., Guotai Junan Capital Limited,
Guotai Junan Securities (Hong Kong) Limited, Citigroup Global Markets Asia Limited,
CLSA Limited and J.P. Morgan Securities (Asia Pacific) Limited, details of which are
set out in the section headed “Cornerstone Investors” in this Prospectus.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-6 –


--- page 466 ---
B. Our Material Intellectual Property Rights
Trademarks
As of the Latest Practicable Date, we had registered the following trademarks that we
consider to be or may be material to our business:
No. Trademark
Registered
Owner
Place of
Registration
Registration
No. Class Expiry Date
1 /H1100/H1100/H1100
 The Company Hong Kong 305384656 6, 7, 8, 9, 10,
17, 35, 36
September 7,
2030
2 /H1100/H1100/H1100
 The Company Hong Kong 305384638 6, 7, 8, 9, 10,
17, 35, 36
September 7,
2030
3 /H1100/H1100/H1100
 The Company Hong Kong 305384601 6, 7, 8, 9, 10,
17, 35, 36
September 7,
2030
4 /H1100/H1100/H1100
 Lingyi
Technology
PRC 47076599 35 May 20, 2031
5 /H1100/H1100/H1100
 Lingyi
Technology
PRC 17122139 42 October 27,
2026
6 /H1100/H1100/H1100
 Lingyi
Technology
PRC 47146862 42 February 6,
2031
7 /H1100/H1100/H1100
 Lingyi
Technology
PRC 29271996 6 April 27, 2029
8 /H1100/H1100/H1100
 Lingyi
Technology
PRC 29274555 6 December 27,
2028
9 /H1100/H1100/H1100
 Shenzhen
LLmachine
PRC 20315864 7 August 6,
2027
10 /H1100/H1100
 Shenzhen
LLmachine
PRC 20316373 7 August 6,
2027
11 /H1100/H1100
 Shenzhen
LLmachine
PRC 20315980 7 August 6,
2027
12 /H1100/H1100
 Shenzhen
Lingpeng
PRC 65295991 7 March 6, 2033
13 /H1100/H1100
 Shenzhen
Lingpeng
PRC 65292247 7 March 6, 2033
14 /H1100/H1100
 Shenzhen
Lingpeng
PRC 78925205 7 February 13,
2035
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-7 –


--- page 467 ---
Patents
As of the Latest Practicable Date, we had registered the following patents that we
consider to be or may be material to our business:
No. Patent Name Type
Place of
Registration Registration No. Patentee
Application
Date Expiry Date
1 /H1100/H1100A manufacturing
method for a
VC
Invention PRC CN201911004124.6 Dongguan
Lingjie
October 22,
2019
October 22,
2039
2 /H1100/H1100A manufacturing
method for a
VC without a
water injection
port
Invention PRC CN201910981891.6 Dongguan
Lingjie
October 16,
2019
October 16,
2039
3 /H1100/H1100A stamping forming
method for a
VC
Invention PRC CN201910981901.6 Dongguan
Lingjie
October 16,
2019
October 16,
2039
4 /H1100/H1100An ultra-thin VC
and its
manufacturing
method
Invention PRC CN201910981991.9 Dongguan
Lingjie
October 16,
2019
October 16,
2039
5 /H1100/H1100A semi-shearing
forming method
for a VC
Invention PRC CN201910981993.8 Dongguan
Lingjie
October 16,
2019
October 16,
2039
6 /H1100/H1100A manufacturing
method for a
VC and its
internal
structure
Invention PRC CN201911081816.0 Dongguan
Lingjie
November 7,
2019
November 7,
2039
7 /H1100/H1100A manufacturing
method for a
VC, VC, and
middle-frame
VC
Invention PRC CN202110033052.9 Dongguan
Lingjie
January 11,
2021
January 11,
2041
8 /H1100/H1100A low-backlash
robotic reducer
Invention PRC CN201610140074.4 Shenzhen
LLmachine
March 12,
2016
March 12,
2036
9 /H1100/H1100A differential
cycloidal
pinwheel
reducer
Invention PRC CN202 111152080.9 Shenzhen
LLmachine
September 29,
2021
September 29,
2041
10 /H1100A precision robotic
actuator
Invention PRC CN202110679214.6 Shenzhen
LLmachine
June 18, 2021 June 18, 2041
11 /H1100A linear palletizing
device
Invention PRC CN201911264915.2 Shenzhen
LLmachine
December 11,
2019
December 11,
2039
12 /H1100An encoder-
separated direct-
drive motor
Invention PRC CN201910166448.3 Shenzhen
LLmachine
March 6, 2019 March 6, 2039
13 /H1100A high-precision
four-axis robot
Invention PRC CN201910002233.8 Shenzhen
LLmachine
January 2,
2019
January 2,
2039
14 /H1100A cycloidal
pinwheel
harmonic
transmission
device
Invention PRC CN201710896862.0 Shenzhen
LLmachine
September 28,
2017
September 28,
2037
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-8 –


--- page 468 ---
Domain Name
No. Domain Name Owner
1. /H1100lingyiitech.com The Company
Save as the above, as of the Latest Practicable Date, there were no other intellectual
property rights which we consider material to our business.
3. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL
SHAREHOLDERS
A. Interests and short positions of our Directors and chief executive of our Company in the
Shares, underlying Shares and debentures of our Company and our associated
corporations
Save as disclosed in “Substantial Shareholders” and below, immediately following the
completion of the Global Offering (assuming that no additional A Shares are issued under our 2024
Share Option Scheme), so far as our Directors are aware, none of our Directors and chief executive
has any interests and short positions in our Shares, underlying Shares or debentures of our Company
or any of our associated corporations (within the meaning of Part XV of the SFO) (i) which will
have to be notified to us and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part
XV of the SFO (including interests and short positions in which they are taken or deemed to have
under such provisions of the SFO), or (ii) which will be required, pursuant to section 352 of the
SFO, to be entered in the register referred to therein, or (iii) which will be required to be notified
to us and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions
by Directors of Listed Issuers contained in the Listing Rules.
Interests in our Company
Immediately following the
completion of the Global Offering
Name of
Shareholder Position
Nature of
Interest
Class of
Shares
Number
of Shares
Held or
Interested (1)
Approximate
Shareholding
Percentage
in the
A Shares (2)
(%)
Approximate
Shareholding
Percentage in
the Total
Issued Share
Capital (2)
(%)
Mr. Jia
Shuangyi
(༠ᕐሒ) /H1100/H1100/H1100
Vice
chairperson
of the Board,
executive
Director and
chief human
resources
officer
Beneficial
interest
A Shares 780,000
(3) 0.011 0.01
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-9 –


--- page 469 ---
Immediately following the
completion of the Global Offering
Name of
Shareholder Position
Nature of
Interest
Class of
Shares
Number
of Shares
Held or
Interested (1)
Approximate
Shareholding
Percentage
in the
A Shares (2)
(%)
Approximate
Shareholding
Percentage in
the Total
Issued Share
Capital (2)
(%)
Ms. Huang
Jinrong
(࿲) /H1100/H1100/H1100
Executive
Director
(employee
representative
Director) and
senior
director of
finance
department
Beneficial
interest
A Shares 390,000
(4) 0.005 0.005
Notes:
(1) All interests stated are long positions in the Shares.
(2) The calculation is based on the total number of 7,308,198,680 A Shares and 811,811,880 H Shares in issue
immediately after completion of the Global Offering, assuming that no additional A Shares are issued under
the 2024 Share Option Scheme.
(3) Including 780,000 A Shares underlying share awards granted to Mr. Jia Shuangyi pursuant to the 2024
Employee Stock Ownership Plan (subject to the relevant conditions of the share awards).
(4) Including 390,000 A Shares underlying share awards granted to Ms. Huang Jinrong pursuant to the 2024
Employee Stock Ownership Plan (subject to the relevant conditions of the share awards).
Interest in our associated corporation
Name Position
Name of
associated
corporation
Capacity/Nature
of interests
Number of shares
of the associated
corporation
Approximate
percentage of
issued share
capital of the
associated
corporation
(%)
Ms.
Zeng /H1100/H1100
Chairwoman of the
Board, executive
Director and
general manager
Lingsheng
Investment
Beneficial
owner
RMB50,000,000 100.00
B. Interests of the substantial shareholders in the Shares
Interests of the substantial Shareholders in our Company
For information on the persons who will, immediately following the completion of the
Global Offering, have interests or short positions in our Shares or underlying Shares which
would be required to be disclosed to us and the Stock Exchange under the provisions of
Divisions 2 and 3 of Part XV of the SFO, or who will directly and/or indirectly, be interested
in 10% or more of the nominal value of any class of share capital carrying the rights to vote
in all circumstances at general meetings of the Company or of any member of the Group, see
“Substantial Shareholders” in this Prospectus.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-10 –


--- page 470 ---
Interests of the substantial Shareholders in other members of our Group
So far as our Directors are aware, save as disclosed below, no persons (other than our
Directors or chief executive) will, immediately following the completion of the Global
Offering, directly or indirectly, be interested in 10% or more of the nominal value of any class
of share capital carrying rights to vote in all circumstances at general meetings of any other
member of our Group.
Name of the Subsidiary Name of the Shareholder
Approximate Percentage of
Interest in the Subsidiary
Dongguan Readore Technology
Co., Ltd. (୷̹ͭઽ༺ཥɿ
ʮ̡)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Zhang Qiang ( ੵ੶) 17.78%
Dongguan Readore Technology
Co., Ltd. (୷̹ͭઽ༺ཥɿ
ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Dongguan Maodan Investment
Co., Ltd. (୷̹ˣ͇ҳ༟Ϟ
ʮ̡)
12.40%
JPMF Jiangmen Jinci
Co., Ltd. (ࠢ
ʮ̡)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Jiangmen Juchuan Electronic
Technology Co., Ltd. (ژ
ʮ̡)
35%
JPMF Jiangmen Jinci
Co., Ltd. (ࠢ
ʮ̡)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Liu Tong ( ᄎҕ) 10%
Mianyang Weiqi Electronic
Technology Co., Ltd.
(ʮ
̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
He Shimin ( О˰͏) 12.10%
Wenzhou Xinke Technology
Co., Ltd. (ࠢ
ʮ̡)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Zhejiang Ruixu Technology
Co., Ltd. (ࠢ
ʮ̡)
30%
Yangzhou Lingsheng New
Energy Co., Ltd. ( ౮ψჯ᳅
ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Ningde Lingsheng Investment
Co., Ltd. (ࠢ
ʮ̡)
33%
Guangzhou Lingyu Equity
Investment Partnership
Enterprise (Limited
Partnership) (ᛆ
ҳ༟ΥྫΆุ(Υྫ)) /H1100/H1100
Shenzhen Linglue Investment
Development Co., Ltd.
(ʮ̡)
49.97%
Dongguan Lingzhi Innovative
Robot Technology Co., Ltd.
(ҦϞ
ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Zhiyuan Innovation (Shanghai)
Technology Co., Ltd. ( ౽ʩ
௴อ(ɪऎ)
ʮ
̡)
20%
Dongguan Jieying Precision
Silicone Technology Co.,
Ltd. (Ҧ
ʮ̡)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Foursome Enterprise Limited 20%
Anshun (Asia) Investment
Limited /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Foursome Enterprise Limited 20%
Jiangsu Kooda Stone
Automotive Technology Co.,
Ltd. (߅
ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Changzhou Yourong
Automotive Technology Co.,
Ltd. (ࠢ
ʮ̡)
27.69%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-11 –


--- page 471 ---
C. Particulars of Directors’ service contracts or appointment letters
Each of the Directors has entered into a service contract or a letter of appointment with our
Company.
Save as disclosed in “Directors and Senior Management” and above, we have not entered into,
and do not propose to enter into any service contracts with any of our Directors in their respective
capacities as Directors (excluding agreements expiring or determinable by any member of our
Group within one year without payment of compensation other than statutory compensation).
D. Remuneration of Directors
Save as disclosed in “Directors and Senior Management” and Note 9 to the Accountants’
Report set out in Appendix I to this Prospectus for the three financial years ended 2025, none of
our Directors received other remunerations of benefits in kind from us.
E. Disclaimer
Save as disclosed in this Prospectus:
(1) Save as disclosed in “— 3. Further information about our Directors and Substantial
Shareholders”, none of our Directors or our chief executive has any interest or short
position in our Shares, underlying Shares or debentures of our Company or any of our
associated corporations (within the meaning of Part XV of the SFO) which will have to
be notified to us and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of
the SFO, or which will be required, pursuant to section 352 of the SFO, to be entered
in the register referred to therein, or which will be required to be notified to us and the
Hong Kong Stock Exchange pursuant to Model Code for Securities Transactions by
Directors of Listed Issuers once the H Shares are listed on the Hong Kong Stock
Exchange.
(2) So far as is known to our Directors, none of our Directors or their respective close
associates (as defined under the Listing Rules) or Shareholders who are interested in
more than 5% of the number of issued shares of our Company has any interest in the five
largest customers or the five largest suppliers of our Group for each year during the
Track Record Period.
(3) None of our Directors 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.
(4) None of our Directors or any of the parties listed in “Qualifications of Experts” of this
Appendix has any direct or indirect interest in the promotion of our Company, or in any
assets which have been, within two years immediately preceding the date of this
Prospectus, 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.
4. A SHARE INCENTIVE PLANS
The Company has adopted the A Share Incentive Plans, including the 2022 Employee Stock
Ownership Plan, the 2024 Employee Stock Ownership Plan and the 2025 Employee Stock
Ownership Plan (collectively, the “Employee Stock Ownership Plans”) and the 2024 Share Option
Scheme, which are in effect as of the date of this Prospectus. Given that the A Share Incentive Plans
will not involve the grant of options or share awards over new A Shares after Listing, the A Share
Incentive Plans are not subject to provisions of Chapter 17 of the Listing Rules except for the
disclosure requirement under Rule 17.12 of the Listing Rules.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-12 –


--- page 472 ---
A. Employee Stock Ownership Plans
As of the Latest Practicable Date, share awards (“Share Awards”) representing an aggregate
of 44,420,924 A Shares under the Employee Stock Ownership Plans remained outstanding.
(a) Purpose
The Employee Stock Ownership Plans are to align the interests of employees and shareholders
and support the Company’s long-term strategic development.
(b) Eligible Participants
The 2022 Employee Stock Ownership Plan covers up to 530 participants, including Directors
(excluding independent non-executive Directors), supervisors, senior management, core
management personnel of the Company, and key business and technical staff of the Company and
its subsidiaries. The final list of participants is determined based on internal selection and actual
participation.
The 2024 Employee Stock Ownership Plan covers up to 40 participants, including Directors
(excluding independent non-executive Directors), supervisors, senior management, core
management personnel of the Company, and key business and technical staff of the Company and
its subsidiaries. It does not include shareholders holding more than 5% of the Shares of the
Company, actual controllers, or their close relatives. The final list of participants is determined
based on internal selection and actual participation.
The 2025 Employee Stock Ownership Plan covers up to 100 participants, including key
business and technical staff of the Company. It does not include shareholders holding more than 5%
of the Shares of the Company, actual controllers, or their close relatives. The final list of
participants is determined based on internal selection and actual participation.
(c) Administration
The Board is responsible for execution and oversight of the 2022 Employee Stock Ownership
Plan, with the Remuneration and Appraisal Committee tasked with drafting and revising the 2022
Employee Stock Ownership Plan. A management committee elected by the holders’ meeting
oversees day-to-day implementation of the 2022 Employee Stock Ownership Plan.
The highest internal management authority of the 2024 Employee Stock Ownership Plan is the
holders’ meeting. The holders’ meeting is composed of all holders of the 2024 Employee Stock
Ownership Plan. The holders’ meeting elects a management committee and authorizes it to act as
the manager, responsible for opening relevant accounts for the 2024 Employee Stock Ownership
Plan, managing the daily operations of the 2024 Employee Stock Ownership Plan, and exercising
shareholder rights on behalf of the holders of the Share Awards.
The highest internal management authority of the 2025 Employee Stock Ownership Plan is the
holders’ meeting. The holders’ meeting is composed of all holders of the Share Awards under the
2025 Employee Stock Ownership Plan. The holders’ meeting elects a management committee and
authorizes it to act as the manager, responsible for managing the daily operations of the 2025
Employee Stock Ownership Plan.
(d) Source of Shares
The underlying A Shares under the Employee Stock Ownership Plans are ordinary A Shares
repurchased by the Company from the secondary market through its designated repurchase account.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-13 –


--- page 473 ---
(e) Total Number of Shares
The 2022 Employee Stock Ownership Plan involves up to 46,000,000 A Shares, representing
approximately 0.65% of the Company’s total issued share capital on the date of publication of the
plan.
The 2024 Employee Stock Ownership Plan involves up to 30,034,872 A Shares, representing
approximately 0.43% of the Company’s total issued share capital on the date of publication of the
plan.
The 2025 Employee Stock Ownership Plan involves up to 26,400,000 A Shares, representing
approximately 0.38% of the Company’s total issued share capital on the date of publication of the
plan.
The aggregate number of A Shares underlying the Share Awards granted under all effective
Employee Stock Ownership Plans shall not exceed 10% of the Company’s total issued share capital,
and the underlying A Shares attributable to any individual participant shall not exceed 1% of the
total share capital of the Company.
(f) Term
The Employee Stock Ownership Plans are valid for 60 months from the date of transfer of the
last batch of A Shares to the Employee Stock Ownership Plans following approval of the respective
Shareholders’ meetings. It may be extended with the consent of at least two-thirds of the holders’
and the Board’s approval. Early termination is permitted if all shares are sold and proceeds
distributed.
(g) Lock-up and Transfer Restrictions
Participants may not sell, pledge, assign, or otherwise dispose of their interests during the
Employee Stock Ownership Plans’ terms without approval.
(h) Purchase Price
The purchase prices for A Share underlying Share Awards granted under the 2022 Employee
Stock Ownership Plan, the 2024 Employee Stock Ownership Plan and 2025 Employee Stock
Ownership Plan are RMB2.36, RMB3.48 and RMB4.47 per A Share, respectively.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-14 –


--- page 474 ---
(i) V esting Schedule and Conditions
The vesting schedules of the Employee Stock Ownership Plans are as follows:
Vesting Period
Percentage of
Share Awards
Vested under the
2022 Employee
Stock Ownership
Plan
Percentage of
Share Awards
Vested under the
2024 Employee
Stock Ownership
Plan
Percentage of
Share Awards
Vested under the
2025 Employee
Stock Ownership
Plan
After 12 months from the date when the
draft of each Employee Stock
Ownership Plan is reviewed and
approved by the Company’s
Shareholders’ general meeting, and the
Company announces the transfer of the
last batch of target stocks to the name
of each Employee Stock Ownership
Plan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030% 40% 30%
After 24 months from the date when the
draft of each Employee Stock
Ownership Plan is reviewed and
approved by the Company’s
Shareholders’ general meeting, and the
Company announces the transfer of the
last batch of target stocks to the name
of each Employee Stock Ownership
Plan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030% 30% 30%
After 36 months from the date when the
draft of each Employee Stock
Ownership Plan is reviewed and
approved by the Company’s
Shareholders’ general meeting, and the
Company announces the transfer of the
last batch of target stocks to the name
of each Employee Stock Ownership
Plan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040% 30% 40%
In addition to the above time-based conditions, the vesting of Share Awards under the
Employee Stock Ownership Plans are also subject to performance-based conditions including but
not limited to financial targets of the Group and individual performance evaluations.
(j) Rights and Obligations of the Company
The Company retains the right to manage participant entitlements in accordance with the
Employee Stock Ownership Plans and applicable laws. It is also responsible for timely and accurate
disclosure, account management, and compliance with regulatory obligations.
Details of the outstanding Share Awards granted
As of the Latest Practicable Date, the total number of A Shares underlying share awards
granted under the Employee Stock Ownership Plans was 44,420,924, representing approximately
0.55% of the issued Shares immediately following the Global Offering (assuming no additional A
Shares are issued pursuant to the 2024 Share Option Scheme). Details of the outstanding Share
Awards granted as of the Latest Practicable Date are set out below:
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-15 –


--- page 475 ---
Name Position in our Group
Number of
A Shares
underlying the
Share Awards Date of Grant
Purchase
Price
Approximate
Shareholding
Percentage
Immediately after
the Completion of
the Global
Offering (assuming
no Additional A
Shares are issued
pursuant to the
2024 Share Option
Scheme)
(%)
2024 Employee Stock Ownership Plan
Directors and Senior Management
Mr. Jia
Shuangyi /H1100/H1100/H1100
Vice chairperson of
the Board,
executive Director
and chief human
resources officer
780,000 November 5,
2024
RMB3.48 0.01
Ms. Huang
Jinrong /H1100/H1100/H1100/H1100/H1100
Executive Director
(employee
representative
Director) and
senior director of
finance
department
390,000 November 5,
2024
RMB3.48 0.005
Mr. Wang Tao /H1100/H1100Financial controller
and chief financial
officer
780,000 November 5,
2024
RMB3.48 0.01
Mr. Guo Rui /H1100/H1100/H1100Deputy general
manager and
secretary of the
Board
780,000 November 5,
2024
RMB3.48 0.01
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-16 –


--- page 476 ---
Name Position in our Group
Number of
A Shares
underlying the
Share Awards Date of Grant
Purchase
Price
Approximate
Shareholding
Percentage
Immediately after
the Completion of
the Global
Offering (assuming
no Additional A
Shares are issued
pursuant to the
2024 Share Option
Scheme)
(%)
Others
7 grantees
(600,000
Shares or
fewer) /H1100/H1100/H1100/H1100/H1100
– 2,109,600 November 5,
2024
RMB3.48 0.03
2 grantees
(600,001
Shares to
1,500,000
Shares) /H1100/H1100/H1100/H1100/H1100
– 2,378,400 November 5,
2024
RMB3.48 0.03
5 grantees
(1,500,001
Shares or
above) /H1100/H1100/H1100/H1100/H1100
– 10,802,924 November 5,
2024
RMB3.48 0.13
Sub total
18 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,020,924 – – 0.22
2025 Employee Stock Ownership Plan
58 grantees
(99,999
Shares or
fewer) /H1100/H1100/H1100/H1100/H1100
– 1,740,200 December 19,
2025
RMB4.47 0.02
37 grantees
(100,000
Shares or
above) /H1100/H1100/H1100/H1100/H1100
– 24,659,800 December 19,
2025
RMB4.47 0.30
Sub total /H1100/H1100/H1100/H1100/H1100
95 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026,400,000 – – 0.33
Notes:
(1) There is no outstanding Share Awards under the 2022 Employee Stock Ownership Plan. For vesting period, please
refer to “— A Share Incentive Plans — A. Employee Stock Ownership Plans — (i) Vesting Schedule and Conditions”
for details.
(2) As of the Latest Practicable Date, there are no Directors or senior management of our Company granted Share Awards
under the 2025 Employee Stock Ownership Plan.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-17 –


--- page 477 ---
B. 2024 Share Option Scheme
As of the Latest Practicable Date, options (the “ Share Options ”) representing 150,241,371 A
Shares under the 2024 Share Option Scheme remained outstanding. No Share Options under the
2024 Share Option Scheme will be further granted after Listing and all granted Share Options have
been granted to specific individuals under the 2024 Share Option Scheme.
(a) Purpose
In order to further improve the corporate governance structure of our Company, strengthen the
incentive mechanism, and enhance the sense of responsibility and mission of our management team
and key employees, the 2024 Share Option Scheme was formulated to ensure the realization of our
Company’s development strategy and business objectives.
(b) Type of Awards
The 2024 Share Option Scheme provides for awards of Share Options.
(c) Scope of Participants
Core employees serving in the Group are eligible to participate in the 2024 Share Option
Scheme. The Remuneration and Appraisal Committee of the Board shall draw up the list of eligible
participants.
(d) Administration
The Shareholders’ meeting is the highest authority of the 2024 Share Option Scheme and is
responsible for approving its implementation, amendment and termination. The Board is the
administrative body responsible for the execution and management of the 2024 Share Option
Scheme. The Remuneration and Appraisal Committee under the Board is responsible for
formulating and amending the scheme and submitting it to the Board for approval.
(e) Source of Shares
The underlying Shares for the 2024 Share Option Scheme shall be A Shares of our Company
to be issued by the Company to the participants.
(f) Number of Shares
The total number of Share Options granted under the 2024 Share Option Scheme is
235,757,500, representing 235,757,500 A Shares of our Company. Among them, 188,610,000
options were initially granted on September 18, 2024, and 47,147,500 options were further granted
on August 6, 2025. As a result of disqualification or failure to meet the exercise conditions,
19,106,000 options were cancelled on September 8, 2025.
As of the Latest Practicable Date, the number of outstanding Share Options under the 2024
Share Option Scheme was 150,241,371, representing 150,241,371 A Shares of our Company.
(g) Date of Grant
After the 2024 Share Option Scheme has been approved by the Shareholders’ meeting, the
Board shall determine the date of grant, which must be a trading day. The Company shall complete
the relevant procedures for determination, registration and announcement of the grant within 60
days after approval by the Shareholders’ meeting. If the Company fails to complete such work
within 60 days, it shall disclose the reasons and terminate the implementation of the scheme.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-18 –


--- page 478 ---
The authorization date for any reserved portion of options shall be determined by the Board
within 12 months after the Shareholders’ meeting.
(h) Exercise Price and Exercise Period
As of the Latest Practicable Date, the exercise price is RMB4.40 per A Share. The exercise
price was determined based on an independent pricing method and will be adjusted upon the
occurrence of certain events, including among others, increase in share capital by way of
capitalization of capital reserves, issue of bonus shares, subdivision of shares, issue of new shares
or payment of dividends.
The exercise period is one year since the Share Options are vested.
(i) V esting Period and Conditions
The Share Options are subject to both time-based vesting conditions and performance-based
vesting conditions. The vesting schedule of the 2024 Share Option Scheme is as follows:
Vesting Period
Percentage of
Share Options
Vested
From the first trading day after the 12th month to the last trading day
within 24 months after the grant date (“The First Vesting Period”) /H1100/H1100 40%
From the first trading day after the 24th month to the last trading day
within 36 months after the grant date (“The Second Vesting Period”) /H1100 30%
From the first trading day after the 36th month to the last trading day
within 48 months after the grant date (“The Third Vesting Period”) /H1100/H1100 30%
The performance conditions of the 2024 Share Option Scheme are as follows:
Exercise Period Assessment Y ear
Growth in Revenue/Net Profit
Attributable to Shareholders
The First Vesting Period /H1100/H1100/H1100/H1100/H1100/H1100/H11002024 Not less than 10% growth from
2023 to 2024
The Second Vesting Period /H1100/H1100/H1100/H1100/H11002025 Not less than 20% growth from
2023 to 2025
The Third Vesting Period /H1100/H1100/H1100/H1100/H1100/H11002026 Not less than 30% growth from
2023 to 2026
The actual exercisable portion shall depend on both evaluations from business group in the
Group (the “BG-level”) and individual performance evaluations:
BG-level: E/S+/S – 100%; S– – 80%; NI – 0%
Individual-level: E/S+/S – 100%; S– – 50%; NI – 0%
Actual exercisable quota = planned exercise quota × BG vesting ratio × individual vesting
ratio.
Unvested Share Options due to performance failure shall be cancelled.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-19 –


--- page 479 ---
(j) Lock-up and Transfer Restriction
1. The Directors and senior management participating in the incentive scheme shall not
transfer more than 25% of the total number of Shares they hold in the Company each
year during their tenure, and shall not transfer any Shares they hold within six months
after their resignation.
2. If any Director or senior management of the Company sells the Shares of the Company
held by him or her within six months after purchase, or repurchases Shares within six
months after sale, the proceeds derived therefrom shall belong to the Company, and the
Board of the Company shall recover such proceeds.
3. Any Director or senior management participating in the incentive scheme shall comply
with the relevant requirements of the Administrative Measures on Shareholding
Reduction by Shareholders of Listed Companies and the Rules on the Shareholding and
Changes of Shareholding of Directors and Senior Management of Listed Companies
when reducing their shareholdings in the Company.
(k) Rights and Obligations of our Company
1. Our Company has the right to interpret and implement the 2024 Share Option Scheme
and to evaluate participants accordingly. If a participant fails to meet the vesting
conditions, the unexercised options shall be cancelled.
2. The Company undertakes not to provide any loan or financial assistance for the
acquisition of options, including providing guarantees for its loans.
3. The Company shall withhold and pay personal income tax or other tax fees on behalf of
participants in accordance with the relevant laws.
4. The Company shall make timely, true, accurate and complete disclosures of information
related to this scheme.
5. The Company shall assist eligible participants in exercising their options but shall not
be liable for any loss caused by failures attributable to regulatory bodies or clearing
institutions.
6. Participation in the scheme does not constitute any guarantee of continued employment
with the Company.
7. Other rights and obligations prescribed by laws and regulations.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-20 –


--- page 480 ---
Details of Outstanding Options Granted
As of the Latest Practicable Date, our Company had granted outstanding Share Options
under the 2024 Share Option Scheme to 1,643 grantees in aggregate for 150,241,371 A Shares,
representing approximately 1.85% of the total number of Shares in issue immediately after
completion of the Global Offering (assuming no additional A Shares are issued under the 2024
Share Option Scheme). None of the Share Options had been exercised and therefore no Shares
underlying the Share Options had been issued as of the Latest Practicable Date.
Name Address
Number of
A Shares
underlying
the Share
Options Date of Grant
Vesting
Period
and
Exercise
Period
Exercise
Price
Approximate Shareholding
Percentage Immediately
Following the
Global Offering
(%)
Connected Persons
Luo Yan ( Ꭳዲ) /H1100/H1100/H1100Room 708, Dormitory
Building B, No. 1
Jingcheng 2nd Road,
Yu Yuan Industrial Zone,
Huangjiang Town,
Dongguan City,
Guangdong Province, PRC
100,000 September 18,
2024
Note 2 RMB4.40 0.001
Jia Zhenghong
(ߎ)H1100/H1100/H1100/H1100/H1100
Room 715, Dormitory
Building C, No. 1
Jingcheng 2nd Road,
Yu Yuan Industrial Zone,
Huangjiang Town,
Dongguan City,
Guangdong Province, PRC
180,000 September 18,
2024
Note 2 RMB4.40 0.002
Wang Chongqi
(١)H1100/H1100/H1100/H1100/H1100
Room 603, Dormitory
Building B, No. 1
Jingcheng 2nd Road,
Yu Yuan Industrial Zone,
Huangjiang Town,
Dongguan City,
Guangdong Province, PRC
480,000 September 18,
2024
Note 2 RMB4.40 0.006
Yang Yanxiang
(࠰)H1100/H1100/H1100/H1100/H1100
Room 707, Dormitory
Building B, No. 1
Jingcheng 2nd Road,
Yu Yuan Industrial Zone,
Huangjiang Town,
Dongguan City,
Guangdong Province, PRC
60,000 September 18,
2024
Note 2 RMB4.40 0.001
Wu Zegeng (ֲ)H1100Room 601, Dormitory
Building B, No. 1
Jingcheng 2nd Road,
Yu Yuan Industrial Zone,
Huangjiang Town,
Dongguan City,
Guangdong Province, PRC
190,000 September 18,
2024 and
August 6,
2025
Note 2 RMB4.40 0.002
Wang Li ( ˮл)/H1100/H1100/H1100/H1100Room 68, Dormitory
Building A, No. 529 Siwei
Road, Chongzhou
Economic Development
Zone, Chengdu City,
Sichuan Province, PRC
200,000 August 6, 2025 Note 2 RMB4.40 0.002
Other Grantees
421 grantees (1 to
50,000 A Shares) /H1100/H1100
– 13,716,000 September 18,
2024 and
August 6,
2025
Note 2 RMB4.40 0.17
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-21 –


--- page 481 ---
Name Address
Number of
A Shares
underlying
the Share
Options Date of Grant
Vesting
Period
and
Exercise
Period
Exercise
Price
Approximate Shareholding
Percentage Immediately
Following the
Global Offering
(%)
805 grantees (50,001 to100,000 A Shares) /H1100– 53,448,868 September 18,
2024 and
August 6,
2025
Note 2 RMB4.40 0.66
209 grantees (100,001
to 150,000 A Shares)
– 26,523,500 September 18,
2024 and
August 6,
2025
Note 2 RMB4.40 0.33
202 grantees (150,001
to 1,800,000 A
Shares) /H1100/H1100/H1100/H1100/H1100/H1100
– 55,343,003 September 18,
2024 and
August 6,
2025
Note 2 RMB4.40 0.68
Total
1,643 grantees
(Note 1) /H1100– 150,241,371 – – – 1.85
Notes:
1. As of the Latest Practicable Date, there are no Directors or senior management of our Company granted Share
Options under the 2024 Share Option Scheme.
2. The outstanding Share Options granted shall be vested in accordance with the vesting period as follows: (i)
as to 40% of the aggregate number of options after the First Vesting Period; (ii) as to 30% of the aggregate
number of options after the Second Vesting Period; and (iii) as to 30% of the aggregate number of options after
the Third Vesting Period. The exercise period is one year since the Share Options are vested.
3. There is no grant price for the Share Options.
Such A Shares underlying the Share Options represent approximately 1.85% of the total
Shares in issue immediately following the completion of the Global Offering (assuming that no
additional A Shares are issued under the 2024 Share Option Scheme). Assuming full vesting and
exercise of all outstanding options granted under the 2024 Share Option Scheme, the dilution effect
on the shareholding of our Shareholders immediately following the completion of the Global
Offering and on our earnings per Share would be approximately 1.82%.
We have applied to the Hong Kong Stock Exchange for a waiver from strict compliance with
the disclosure requirements under Rule 17.02(1)(b) of the Listing Rules. For more details, see
“Waivers and Exemptions — Waiver and Exemption in relation to the 2024 Share Option Scheme”
in this Prospectus.
5. OTHER INFORMATION
Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to fall on
our Company or any of our subsidiaries under the laws of the PRC.
Litigation
As of the Latest Practicable Date, we were not engaged in any litigation, arbitration or claim
of material importance and no litigation, arbitration or claim of material importance was known to
our Directors to be pending or threatened by or against any member of our Group, that would have
a material and adverse effect on our Group’s results of operations or financial conditions, taken as
a whole.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-22 –


--- page 482 ---
Sole Sponsor
The Sole Sponsor satisfies the independence criteria applicable to sponsors set out in Rule
3A.07 of the Listing Rules. The Sole Sponsor will receive a fee of HK$1,000,000 for acting as a
sponsor for the Listing.
Preliminary Expenses
As of the Latest Practicable Date, our Company had not incurred material preliminary
expenses in relation to the incorporation of our Company.
Promoters
The promoters of the Company are all of the 13 then Shareholders of our Company as of July
31, 2008 immediately before our conversion into a joint stock limited liability company. Within the
two years immediately preceding the date of this Prospectus, no cash, securities or other benefit has
been paid, allotted or given or is proposed to be paid, allotted or given to the promoters in
connection with the Global Offering and the related transactions described in this Prospectus.
Save as disclosed in “Directors and Senior Management” in this Prospectus, within the two
years immediately preceding the date of this Prospectus, no cash, securities or other benefit has
been paid, allotted or given nor is any proposed to be paid, allotted or given to any promoters in
connection with the Global Offering and the related transactions described in this Prospectus.
Taxation of Holders of H Shares
The sale, purchase and transfer of H Shares registered with our Hong Kong branch register of
members will be subject to Hong Kong stamp duty. The current rate charged on each of the
purchaser and seller is 0.1% of the consideration of or, if higher, of the fair value of our Shares
being sold or transferred.
Restriction on Share Repurchases
For details of the restrictions on share repurchases by our Company, see “Summary of the
Articles of Association — Increase, Reduction, Repurchase and Transfer of Shares — Repurchase
of Shares” in Appendix III to this Prospectus.
No Material Adverse Change
Our Directors confirm that there has been no material adverse change in our financial,
operational or trading positions or prospects since December 31, 2025 (being the date to which the
latest consolidated financial statements of our Group were prepared).
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-23 –


--- page 483 ---
Qualifications of Experts
The qualifications of the experts (as defined under the Listing Rules and the Companies
(Winding Up and Miscellaneous Provisions) Ordinance) who have given opinion and/or advice in
this Prospectus are as follows:
Name Qualification
Guotai Junan Capital Limited /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Licensed corporation to conduct Type 6
(advising on corporate finance) regulated
activity as defined under the SFO
Rongcheng (Hong Kong) CPA Limited /H1100/H1100/H1100/H1100Certified Public Accountants and Registered
Public Interest Entity Auditor
Jia Yuan Law Offices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC legal adviser
King & Wood /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100International sanctions laws legal adviser
Frost & Sullivan (Beijing) Inc., Shanghai
Branch Co. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Independent industry consultant
As of the Latest Practicable Date, none of the experts named above had any shareholding
interest in our Company or any of our subsidiaries or the right (whether legally enforceable or not)
to subscribe for or to nominate persons to subscribe for securities in any member of our Group.
Consent of Experts
Each of the experts as referred to “— Qualifications of Experts” in this Appendix has given
and has not withdrawn their respective written consents to the issue of this Prospectus with the
inclusion of their reports and/or letters and/or legal opinion (as the case may be) and the references
to their names included in the form and context in which they are respectively included.
Binding Effect
This Prospectus shall have the effect, if an application is made in pursuance of it, 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 so far as
applicable.
Bilingual Prospectus
The English and Chinese language versions of this Prospectus are being published separately,
in reliance upon the exemption provided under section 4 of the Companies (Exemption of
Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws
of Hong Kong).
This Prospectus is written in the English language and contains a Chinese translation for
information purpose only. Should there be any discrepancy between the English language of this
Prospectus and the Chinese translation, the English language version of this Prospectus shall
prevail.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-24 –


--- page 484 ---
Miscellaneous
Save as otherwise disclosed in this Prospectus:
(a) within the two years preceding the date of this Prospectus, save as disclosed in “1.
Further Information about Our Company” above, no share or loan capital of our
Company or any of our subsidiaries had been issued or agreed to be issued or proposed
to be fully or partly paid either for cash or a consideration other than cash;
(b) save as disclosed in “4. A Share Incentive Plans” above, no share or loan capital of our
Company or any of our subsidiaries had been under option or is agreed conditionally or
unconditionally to be put under option;
(c) there are no founder, management or deferred shares, convertible debt securities nor any
debentures in our Company or any of our subsidiaries;
(d) 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;
(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) save for our A Shares which are listed on the Shenzhen Stock Exchange and the H Shares
to be issued in connection with the Global Offering, none of the equity and debt
securities is listed or dealt with in any other stock exchange nor is any listing or
permission to deal being or proposed to be sought;
(h) our Company is a joint stock limited company and is subject to the PRC Company Law;
and
(i) all necessary arrangements have been made to enable the H shares to be admitted into
CCASS for clearing and settlement.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-25 –


--- page 485 ---
DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to a copy of this Prospectus and delivered to the Registrar of
Companies in Hong Kong for registration were:
(a) written consents referred to in “Appendix IV — Statutory and General Information —
5. Other Information — Consent of Experts” to this Prospectus; and
(b) a copy of each of the material contracts referred to in “Appendix IV — Statutory and
General Information — 2. Further Information about our Business — A. Summary of
Our Material Contracts.”
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of the Hong
Kong Stock Exchange at www.hkexnews.hk and our website at www.lingyiitech.com during a
period of 14 days from the date of this Prospectus:
(a) the Articles of Association;
(b) the Accountants’ Report and the unaudited interim financial information prepared by
Rongcheng (Hong Kong) CPA Limited, the text of which is set out in Appendix I and
Appendix IA to this Prospectus;
(c) the audited consolidated financial statements of our Group for the years ended December
31, 2023, 2024 and 2025;
(d) the report prepared by Rongcheng (Hong Kong) CPA Limited on the unaudited pro
forma financial information of our Group, the text of which is set out in Appendix II to
this Prospectus;
(e) the material contracts in “Appendix IV — Statutory and General Information — 2.
Further Information about Our Business — A. Summary of Our Material Contracts” to
this Prospectus;
(f) the written consents referred to in “Appendix IV — Statutory and General Information
— 5. Other Information — Consents of Experts” to this Prospectus;
(g) the service contracts and the letters of appointment referred to in “Appendix IV
—Statutory and General Information — 3. Further Information about our Directors and
Substantial Shareholders — C. Particulars of Directors’ service contracts or appointment
letters” to this Prospectus;
(h) the PRC legal opinion issued by Jia Yuan Law Offices, our PRC Legal Adviser, in
respect of, among other things, the general corporate matters and property interests of
our Group under PRC law;
(i) the legal memorandum issued by King & Wood, our international sanctions laws legal
adviser;
(j) the terms of the A Share Incentive Plans;
(k) the industry report issued by Frost & Sullivan, the summary of which is set forth in the
section headed “Industry Overview”; and
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
– V-1 –


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(l) the PRC Company Law and the Overseas Listing Trial Measures, together with their
unofficial English translations.
DOCUMENT A V AILABLE FOR INSPECTION
A copy of a full list of all the grantees under the 2024 Share Option Scheme will be made
available for public inspection at our Company’s Hong Kong legal advisor’s office in Hong Kong
at 35/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong, during normal business
hours up to and including the date which is 14 days from the date of this Prospectus.
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
– V-2 –


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廣東領益智造股份有限公司
LINGYI iTECH (GUANGDONG) COMPANY
