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Stock Code : 1956
(A joint stock company incorporated in the People’s Republic of China with limited liability)
GLOBAL OFFERING
* For identification purposes only
北京中科聞歌科技股份有限公司
Beijing Zhongke WengeAI Science and Technology Co., Ltd.*
Sole Sponsor, 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


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If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.
Beijing Zhongke WengeAI Science and Technology Co., Ltd. *
ʮ̡
(A joint stock company incorporated in the People’ s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the
Global Offering
: 14,834,600 H Shares (subject to the
Over-allotment Option)
Number of Hong Kong Offer Shares : 741,800 H Shares (subject to
reallocation)
Number of International Offer Shares : 14,092,800 H Shares (subject to
reallocation and the Over-allotment
Option)
Offer Price : HK$60.70 per H Share, plus brokerage
of 1.0%, SFC transaction levy of
0.0027%, AFRC transaction levy of
0.00015% and Hong Kong Stock
Exchange trading fee of 0.00565%
(payable in full on application in Hong
Kong dollars and subject to refund)
Nominal value : RMB1.0 per H Share
Stock code : 1956
Sole Sponsor, 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 Global Coordinators, Joint Bookrunners, Joint Lead Managers
Joint Bookrunners, Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the contents
of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in “Documents Delivered to the Registrar of Companies and Available on Dis play” in Appendix VII to this
prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding up and Miscellaneous P rovisions) Ordinance
(Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibil ity as to the contents
of this prospectus or any other documents referred to above.
The Offer Price will be HK$60.70 per Offer Share unless otherwise announced. Applicants for Hong Kong Offer Share may be required to pay, on applicatio n (subject to application
channels), the Offer Price of HK$60.70 for each Hong Kong Offer Share together with a brokerage fee of 1.0%, a SFC transaction levy of 0.0027%, AFRC tran saction levy of 0.00015%
and a Hong Kong Stock Exchange trading fee of 0.00565%.
Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus. The oblig ations of the Hong Kong Underwriters
under the Hong Kong Underwriting Agreement are subject to termination by the Sponsor-Overall Coordinator (on behalf of the Hong Kong Underwriters) i f certain grounds arise prior
to 8:00 a.m. on the Listing Date. See “Underwriting — Grounds for Termination” of this prospectus.
The Offer Shares have not been and will not be registered under the US Securities Act or any state securities law in the United States, except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the U.S. Securities Act, and may be offered and sold only outside the United States in an offshore transaction according
to Regulation S under the US Securities Act.
Our Company is a Specialist Technology Company (as defined in Chapter 18C of the Listing Rules). The securities of Specialist Technology Companies ca rry high investment risks
including risks of share price volatility and inflated valuation due to the difficulty in valuing such companies. Investors should fully understand the investment risks of a Specialist
Technology Company and the risks disclosed by our Company before making their investment decisions.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the p ublic in relation to the
Hong Kong Public Offering.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk and our website at www.wenge.com . If you require a printed copy of this prospectus,
you may download and print from the website addresses above.
* For identification purposes only
IMPORTANT
June 17, 2026


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IMPORTANT NOTICE TO INVESTORS
OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offering and below are the procedures for application. We will not provide
printed copies of this prospectus to the public in relation to the Hong Kong Public
Offering.
This prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “HKEXnews > New Listings > New Listing
Information” section, and our website at www.wenge.com. If you require a printed
copy of this prospectus, you may download and print from the website addresses above.
To apply for Hong Kong Offer Shares, you may:
(i) apply online through the White Form eIPO service at www.eipo.com.hk ;o r
(ii) 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 document as registered with the Registrar of
Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
If you are an intermediary, broker or agent , please remind your customers, clients
or principals, as applicable, that this prospectus is available online at the website
addresses above. See “How to Apply for Hong Kong Offer Shares” for further details of
the procedures through which you can apply for the Hong Kong Offer Shares
electronically.
IMPORTANT
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Y our application through the White Form eIPO service or the HKSCC EIPO channel
must be made for a minimum of 200 Hong Kong Offer Shares and in multiples of that number
of Hong Kong Offer Shares as 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 H Shares you have selected. Y ou must pay the
respective amount payable on application in full upon application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, your broker or custodian may
require you to pre-fund your application in such amount as determined by the broker or
custodian, based on the applicable laws and regulations in Hong Kong. Y ou are responsible for
complying with any such pre-funding requirement imposed by your broker or custodian with
respect to the Hong Kong Offer Shares you applied for.
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$
200 12,262.44 3,000 183,936.48 25,000 1,532,803.99 100,000 6,131,215.96
400 24,524.87 4,000 245,248.64 30,000 1,839,364.79 120,000 7,357,459.15
600 36,787.29 5,000 306,560.80 35,000 2,145,925.58 140,000 8,583,702.34
800 49,049.72 6,000 367,872.96 40,000 2,452,486.38 160,000 9,809,945.52
1,000 61,312.16 7,000 429,185.12 45,000 2,759,047.18 180,000 11,036,188.71
1,200 73,574.60 8,000 490,497.28 50,000 3,065,607.98 200,000 12,262,431.90
1,400 85,837.02 9,000 551,809.44 60,000 3,678,729.56 250,000 15,328,039.88
1,600 98,099.46 10,000 613,121.60 70,000 4,291,851.16 300,000 18,393,647.86
1,800 110,361.88 15,000 919,682.39 80,000 4,904,972.75 370,800
(1) 22,734,548.74
2,000 122,624.32 20,000 1,226,243.19 90,000 5,518,094.35
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of the brokerage, the SFC transaction levy, the Stock Exchange trading fee
and the AFRC transaction levy. If your application is successful, the 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
the AFRC transaction levy are paid to the Stock Exchange (in 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 Hong Kong Offer Shares will be considered and
any such application is liable to be rejected.
IMPORTANT
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If there is any change in the following expected timetable of the Hong Kong Public
Offering, we will issue an announcement to be published on the websites of the Stock
Exchange at www.hkexnews.hk and our Company at www.wenge.com.
Hong Kong Public Offering commences ................................ .9:00 a.m.
Wednesday, June 17, 2026
Latest time for completing applications under
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 of the Hong Kong Public
Offering open (3) ................................................ 1 1:45 a.m.
on Tuesday, June 23, 2026
Latest time to (a) completing payments of
White Form eIPO applications by effecting
internet banking transfer(s) or PPS payment
transfer(s) and (b) giving 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 and will
submit an electronic application instructions on your behalf through HKSCC’s FINI system
in accordance with your instruction, you are advised to contact your broker or custodian for the
earliest and latest time for giving such instructions, as this may vary by broker or custodian.
Application lists of the Hong Kong
Public Offering close
(3) ......................................... .12:00 noon
on Tuesday, June 23, 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, including:
 in the announcement to be posted on the
websites of our Company at www.wenge.com
(5)
and the Stock Exchange at www.hkexnews.hk ,
respectively ...................................... n o later than 11:00 p.m.
on Thursday, June 25, 2026
EXPECTED TIMETABLE
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 from the designated results of allocations
website at www.iporesults.com.hk
(alternatively: www.eipo.com.hk/eIPOAllotment )
with a “search by ID” function from ....................... .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
by calling +852 2862 8555 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
H Share certificates in respect of wholly or
partially successful applications to be
despatched or deposited into CCASS ............................. o no r before
(6)
Thursday, June 25, 2026
White Form e-Refund payment instructions/refund
cheques in respect of wholly or partially successful
applications (if applicable) or wholly or partially
unsuccessful applications to be despatched ....................... o no r before
(7)(8)
Friday, June 26, 2026
Dealings in the H Shares on the Main Board
of the Stock Exchange to commence at .............................. .9:00 a.m.
on Friday, June 26, 2026
Notes:
(1) All dates and times refer to Hong Kong local dates and times, except as otherwise stated.
(2) Y ou will not be permitted to submit your application under the White Form eIPO service through the
designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you
have already submitted your application and obtained an application reference number from the designated
website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment
of the application monies) until 12:00 noon on the last day for submitting applications, when the application
lists close.
(3) If there is/are a “black” rainstorm warning signal, a tropical cyclone warning signal number 8 or above and/or
Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Tuesday, June
23, 2026, the application lists will not open or close on that day. See the section headed “How to Apply for
Hong Kong Offer Shares — E. Severe Weather Arrangements” for further details.
(4) Applicants who apply for Hong Kong Offer Shares through HKSCC EIPO channel should see the section
headed “How to Apply for Hong Kong Offer Shares — A. Applications for Hong Kong Offer Shares — 2.
Application Channels”.
(5) None of the websites or any of the information contained on the websites forms part of this prospectus.
EXPECTED TIMETABLE
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(6) The H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date provided that
the Global Offering has become unconditional in all respects. Investors who trade the H Shares on the basis
of publicly available allocation details prior to the receipt of H Share certificates or prior to the H Share
certificates becoming valid evidence of title do so entirely at their own risk.
(7) White Form e-Refund payment instructions/refund cheques will be issued in respect of wholly or partially
unsuccessful applications pursuant to the Hong Kong Public Offering and in respect of wholly or partially
successful applicants in the event that the final Offer Price is less than the price payable per Offer Share on
application. Part of the applicant’s Hong Kong identity card number or passport number, or, if the application
is made by joint applicants, part of the Hong Kong identity card number or passport 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 Hong Kong
identity card number or passport number before encashment of the refund cheque. Inaccurate completion of
an applicant’s Hong Kong identity card number or passport number may invalidate or delay encashment of the
refund cheque.
(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 and/or
refund cheques will be dispatched by ordinary post, at the applicants’ risk, to the addresses specified in the
relevant applications. Any uncollected Share certificates and/or refund checks will be dispatched by ordinary
post, at the applicants’ risk, to the addresses specified in the relevant applications.
Applicants who have applied for Hong Kong Offer Shares through HKSCC EIPO channel should see “How
to Apply for Hong Kong Offer Shares — D. Despatch/Collection of H Share Certificates and Refund of
Application Monies” for details.
Applicants who have applied through the White Form eIPO service and paid their applications monies
through single bank accounts may have refund monies (if any) despatched to the bank account in the form of
White Form e-Refund payment instructions. Applicants who have applied through the White Form elPO
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 cheques by
ordinary post at their own risk.
Further information is set out in the section headed “How to Apply for Hong Kong Offer Shares — D.
Despatch/Collection of H Share Certificates and Refund of Application Monies”.
The above expected timetable is a summary only. For details of the structure of the Global
Offering, including its conditions, and the procedures for applications for Hong Kong Offer
Shares, see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer
Shares”, respectively.
If the Global Offering does not become unconditional or is terminated in accordance with
its terms, the Global Offering will not proceed. In such a case, our Company will make an
announcement as soon as practicable thereafter.
EXPECTED TIMETABLE
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IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This prospectus is issued by our Company solely in connection with the Hong
Kong Public Offering and the Hong Kong Offer Shares and does not constitute an offer
to sell or a solicitation of an offer to subscribe for or buy any 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 in any other jurisdiction or in any other circumstances. No action has been
taken to permit a public offering of the Offer Shares or the distribution of this
prospectus in any jurisdiction other than Hong Kong. The distribution of this
prospectus and the offering and sale of the Offer Shares in other jurisdictions are
subject to restrictions and may not be made except as permitted under the applicable
securities laws of such jurisdictions pursuant to registration with or authorization by
the relevant securities regulatory authorities or an exemption therefrom.
Y ou should rely only on the information contained in this prospectus to make your
investment decision. We have not authorized anyone to provide you with information
that is different from what is contained in this prospectus. Any information or
representation not included in this prospectus must not be relied on by you as having
been authorized by us, the Sole Sponsor, Sponsor-Overall Coordinator, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Underwriters, any of our or their respective directors or advisors, or any
other person or party involved in the Global Offering. Information contained on our
website, located at www.wenge.com, does not form part of this prospectus.
Page
Expected Timetable ................................................. i v
Contents .......................................................... v i i
Summary ......................................................... 1
Definitions ........................................................ 1 9
Glossary of Technical Terms .......................................... 3 3
Forward-Looking Statements ......................................... 3 6
Risk Factors ....................................................... 3 7
Waivers from Strict Compliance with the Listing Rules .................... 5 6
Information about This Prospectus and the Global Offering ................. 5 9
Directors and Parties Involved in the Global Offering ..................... 6 3
CONTENTS
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Corporate Information .............................................. 7 1
Industry Overview .................................................. 7 3
Regulatory Overview ................................................ 8 2
History and Corporate Structure ...................................... 9 4
Business .......................................................... 1 3 2
Directors and Senior Management ..................................... 2 0 1
Relationship With The Single Largest Group of Shareholders ............... 2 1 0
Substantial Shareholders ............................................. 2 1 3
Share Capital ...................................................... 2 1 5
Financial Information ............................................... 2 1 7
Cornerstone Investors ............................................... 2 5 2
Future Plans and Use of Proceeds ...................................... 2 5 7
Underwriting ...................................................... 2 6 5
Structure of the Global Offering ....................................... 2 7 5
How to Apply for Hong Kong Offer Shares .............................. 2 8 4
Appendix I – Accountants’ Report .............................. I - 1
Appendix II – Unaudited Pro Forma Financial Information ........... II-1
Appendix III – Taxation and Foreign Exchange ..................... III-1
Appendix IV – Summary of Principal Legal and Regulatory Provisions . . IV-1
Appendix V – Summary of Articles of Association .................. V - 1
Appendix VI – Statutory and General Information ................... VI-1
Appendix VII – Documents Delivered to the Registrar of Companies and
Available on Display ............................. VII-1
CONTENTS
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This summary aims to give you an overview of the information contained in this
prospectus. As it is a summary, it does not contain all the information that may be important
to you. Y ou should read the whole prospectus before you decide to invest in the Offer
Shares. In particular, we are a specialist technology company seeking to list on the Main
Board of the Hong Kong Stock Exchange under Chapter 18C of the Listing Rules because
we are unable to meet the requirements under Rule 8.05 (1), (2) or (3) of the Listing Rules.
The securities of Specialist Technology Companies carry high investment risks including
risks of share price volatility and inflated valuation due to the difficulty in valuing such
companies. In addition, we have incurred operating loss since our inception, and we may
continue to incur net loss and operating loss for the foreseeable future. We had negative net
cash flow from operating activities during the Track Record Period. We did not declare or
pay any dividends during the Track Record Period and may not pay any dividends in the
foreseeable future. Investors should fully understand the investment risks of a Specialist
Technology Company and the risks disclosed before making their investment decisions.
Some of the particular risks in investing in the Offer Shares are set out in the section
headed “Risk Factors” in this prospectus. Y ou should read that section carefully before you
decide to invest in the Offer Shares.
OVERVIEW
Who We Are
We are an emerging enterprise AI technology and service provider in China, specializing in
complex data analytics and AI-assisted decision-making.
Founded in 2017 by AI scientists from the Institute of Automation of Chinese Academy of
Sciences, we focus on enterprise data analytics and decision intelligence, a practical application of
AI that leverages data analytics to improve and accelerate an organization’s operational and
strategic decision-making. Our founding commitment is to develop AI with advanced cognitive
reasoning and decision-making capabilities.
We develop critical AI capabilities in-house, offering a portfolio of full-stack AI services. Our
capabilities cover data governance, domain knowledge management, large language and multimodal
model training, decision automation and evaluation, and low-code AI application development.
Integrated tightly through a software platform, these capabilities enhance performance, reliability,
and security of our enterprise offerings. This integrated approach reduces development costs and
deployment time for our AI application and services, by unifying the foundational infrastructure,
resolving cross-system compatibility issues, and eliminating the redundant work needed to stitch
fragmented systems together, thereby accelerating the delivery of AI solutions. Concurrently, this
optimized cycle lowers our unit development costs, by reducing per-project labor costs due to
improved engineering productivity, and decreasing expenses associated with redundant external
services, computing resources, and third-party tools.
We serve organizations in technology-intensive sectors across China, facilitating the AI-
enabled digital transformation of domains such as public sector services, media and
communications, and commercial enterprises essential to our society and economy. During the
Track Record Period, we have provided AI services to over 650 enterprises and government entities.
According to CIC, enterprise large model-driven decision intelligence currently represents a
small yet fast-growing subset of China’s enterprise AI industry. As measured by revenue, we ranked
first in 2025 among China’s enterprise large model-driven decision intelligence service providers,
with a market share of 10.2%. Furthermore, we were the eighth largest player in China’s enterprise
large model market in 2025 with a market share of 2.2%, where we mainly competed with major
Chinese AI incumbents.
SUMMARY
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Our Core Technical Approach and Advantages
As organizations across industries encounter increasingly complex challenges in AI
transformation, enterprise AI technology needs major innovations and breakthroughs. In response,
we have developed a technical approach encompassing the following core components:
 Complex and Fragmented Enterprise Data Operation : We have developed object-
oriented and ontology-based algorithms and frameworks to tackle complex enterprise
data of multiple modalities. These technologies establish a data foundation for our
platform, ensuring that data is prepared and structured for effective AI utilization.
 General-purpose and Specialized Fusion Model : While LLMs (artificial intelligence
systems trained on extensive data to understand, process, and generate human-like
language) have seen rapid development and widespread adoption, significant limitations
remain, particularly hallucinations and the inability to incorporate domain-specific
knowledge and reasoning. To address these limitations, we have developed fusion
model, which integrates industry-specific data to provide more accurate, reliable and
context-specific responses for business applications. This fusion model leverages
intelligent router and knowledge alignment techniques to combine the strengths of
general LLMs with industry-specific expertise.
 Decision Intelligence Framework : Traditional decision support and optimization
technologies primarily rely on mathematical models and statistical data analysis, which
are often not suitable for open decision-making scenarios involving complex, dynamic
environments and uncertainty. To address these challenges, we have developed a
decision intelligence framework that integrates artificial intelligence, decision science,
game theory, and social computing. This framework bridges the gap between data,
models, and actionable decisions, providing enhanced support for complex and dynamic
decision-making needs.
Our Core Technology: DIOS as an Enterprise AI Platform
Central to our R&D efforts and AI service offering is our proprietary Decision Intelligence
Operating System (“ DIOS”), which integrates advanced technologies to transform raw data into
actionable insights.
Supported by a reliable data infrastructure, fusion large models, multi-agent-based reasoning
platform, and a low-code system integration module, DIOS delivers both general purpose and
domain-specific AI services and helps clients build one-stop AI applications efficiently.
DIOS enables organizations to process and analyze vast multi-modal datasets (images, text,
audio, video) in complex scenarios. By transitioning decision-making from human intuition to
data-driven and AI-facilitated processes, we enhance operational efficiency and improve decision-
making effectiveness.
By providing a scalable and adaptable technology platform, we help our customers achieve
outcomes efficiently at scale.
SUMMARY
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How DIOS Works: A Simplified Overview
Decision-making Agent Process
Orchestration
Multilingual
Data Processing
Data Integration Data Applications
Data Orchestration Data Services Ontology Modeling Object Exploration
Multimodal
Complex Semantic
Information Extraction
Multivariate
Fusion Media
Information Cataloging
Semantic Level Retrieval
of Graphic, Textual, Audio,
and Video Contents
Rich-Footage,
Zero-Footage
Video Generation
Complete AI Toolkit
for Enterprise
Application
Autonomous Planning
and Reasoning
Multi-Agent Deduction,
Decision-making Execution
Models
Data
Media and Communications
Intelligent Decision-making Platform
AI Data Operating System
General-purpose and Specialized Fusion Model
Public Sector Services Commercial Enterprises
DI-Brain
Yayi
X-Data
DIOS integrates advanced technologies into a unified framework, comprising three core
levels:
X-Data
At the core of our data infrastructure is X-Data, an enterprise-level platform for data
integration and analytics. Modern organizations face challenges with fragmented, multi-modal data
scattered across data silos, limiting analytical efficiency and value extraction. X-Data addresses
these issues by providing a unified foundation with multi-mode storage, dynamic orchestration, and
multi-cloud adaptability, aimed at delivering secure, scalable, and high-quality data support for the
DIOS.
Yayi LLM
Y ayi LLM, our proprietary large language model, is designed to significantly enhance the
processing and understanding of enterprise data and overcome inefficient analytics. It excels in
ultra-long text understanding, multimodal content comprehension, multilingual pre-training,
complex information extraction, industry-specific data augmentation, enabling of external tools
such as search engines, and intelligent task planning. On the cross-modal front, Y ayi LLM enhances
enterprise-grade video production, ensuring better control and completeness of generated content
for end-to-end professional-grade workflows. Deployable on private clouds, Y ayi LLM adapts to
diverse industry needs, with continuously refined capabilities to empower real-world applications.
DI-Brain
DI-Brain is an AI agent development platform designed to streamline AI application
development. It reduces technical barriers and accelerates industry deployment by minimizing
coding requirements. The platform features problem understanding, customizable integration of
various AI tools, and intelligent orchestration. Integrating function-call technology, DI-Brain
supports AI application development, knowledge management, and automated problem solving, and
facilitates integration with our Y ayi LLM or third-party LLMs. Tailored to industry-specific
scenarios, DI-Brain enables intelligent decision support, assisting users in transforming complex
datasets into actionable decisions.
SUMMARY
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How DIOS Delivers AI Services Efficiently
Enterprise AI services are typically delivered in two ways: (i) enhancing existing enterprise
system modules which results in only incremental improvements; or (ii) applying general-purpose
large models to create new services, which often leads to siloed adoption. Neither approach fully
realizes the potential of enterprise computing.
In contrast, we have adopted a platform-based approach to maximize the value of AI
technology while effectively controlling costs. With DIOS, our developers can configure and
customize AI solutions in a low-code, extensible manner, seamlessly linking data, models, and
decision-making. This platform-based approach provides us with a competitive advantage in
delivering AI services at scale.
Real-World Impact: AI-driven Flood Prevention, Warning and Management System
Flooding has significantly burdened city governance and economy. In the past, flood
response relied on manual data monitoring and human judgment, resulting in delays and
inefficient resource allocation due to a lack of integrated situational awareness and
scenario-based decision optimization.
Our Al-driven flood prevention, warning and management system, powered by DIOS ,
revolutionizes flood management in a district of a major city in China. This system integrates
real-time data from cameras and hydrological sensors, including water depth and pipeline
flow. It further analyzes extensive historical hydrological data based on past flooding patterns.
By creating a digital twin, this system identifies risks, predicts trends, and generates optimal
response plans for efficient coordination and resource deployment.
Our system establishes a continuous closed-loop cycle of monitoring, warning, decision
support, response, and evaluation, reducing flood warning times to a few minutes. Our system
empowers local governments to prepare for and respond to critical threats more effectively,
safeguarding lives and infrastructure.
Our Industry and Market Opportunities
According to CIC, China’s enterprise AI market reached RMB391.8 billion in 2025 and is
expected to exceed RMB950 billion by 2030, representing a CAGR of 19.5%. The AI breakthrough
at the end of 2022 made “large models” a global phenomenon, significantly enhancing machines’
ability to capture and interpret complex semantic relationships.
Development of large model technologies and products in China began prior to 2020, but 2023
marked the first year of large-scale commercialization. Measured by revenue generated from
enterprise large model solutions, the size of China’s enterprise large model market reached RMB3.6
billion in 2023 and RMB18.1 billion in 2025. The market is projected to reach RMB138.2 billion
by 2030, representing a CAGR of 50.2% from 2025 to 2030. The share of enterprise large models
in the overall enterprise AI market is expected to grow rapidly from 4.6% in 2025 to 14.5% by 2030.
The size of China’s enterprise large model-driven decision intelligence market is expanding
rapidly. In 2025, the market reached RMB3.9 billion, accounting for 21.6% of the overall enterprise
large model market. It is expected to grow to RMB37.5 billion by 2030, with its share rising to
27.1%. The CAGR from 2025 to 2030 is expected to be 57.2%, outpacing the growth of the overall
enterprise large model market.
SUMMARY
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China’s enterprise large model-driven decision intelligence market is relatively fragmented.
Based on 2025 revenue, the top five players accounted for a combined market share of 44.8%. We
were the largest enterprise large model-driven decision intelligence provider in China, with a
market share of 10.2%. Furthermore, we were the eighth largest player in China’s enterprise large
model market in 2025 with a market share of 2.2%, where we mainly competed with major Chinese
AI incumbents.
Our Financial Performance
In 2023, 2024 and 2025, we achieved revenue of RMB249.7 million, RMB317.8 million and
RMB405.3 million, respectively, while our gross profit margin was 44.0%, 50.4% and 51.2%,
respectively. In 2023, 2024 and 2025, revenue contributions from our Benchmark Clients accounted
for 76.6%, 70.0%, and 67.8% of total revenue, respectively, highlighting the strategic importance
of these relationships to our growth. Our net loss was RMB259.8 million in 2023, RMB157.1
million in 2024 and RMB166.3 million in 2025, respectively.
OUR STRENGTHS
We believe we have the following competitive advantages that differentiate us from our
competitors:
 An emerging enterprise AI technology and service provider in China;
 Enterprise AI services powered by an in-house platform;
 Proven industry scalability and specialty with customer loyalty;
 Market-leading R&D and technologies; and
 Strong shareholder support and founding team.
OUR STRATEGIES
We intend to pursue the following strategies:
 Advancing the next generation of DIOS;
 Deepening and broadening industry applications;
 Expanding service offerings;
 Pursuing international expansion; and
 Strengthening talent cultivation and incentive.
OUR FEE MODEL
During the Track Record Period, we mainly adopted a project-based model for charging fees,
with certain occasions of subscription-based model. We primarily deliver enterprise AI services
through (i) localized deployment, (ii) delivery of analytic reports, and (iii) provision of SaaS and
DaaS. We also provide maintenance services of localized deployment. See “Business — Our Fee
Model” and “Financial Information — Description of Major Components of Our Results of
Operations”. For AI services delivered through local deployments, we also offer maintenance
services beyond the warranty period, with fees determined by the complexity of maintenance and
charged on a periodic basis. For more details, see “Business — Our Fee Model”.
SUMMARY
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The following table sets forth our key operating data during the Track Record Period:
As of or for the Y ear ended December 31,
2023 2024 2025
Number of customers served (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118262 342 404
By use cases
– Public Sector Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881 117 116
– Media and Communications /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839 67 102
– Commercial Enterprises /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118131 157 184
By delivery method
– Localized deployment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879 108 153
– Analytic reports /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878 101 77
– SaaS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118145 179 216
– Maintenance services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 29 46
Benchmark Clients
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 47 42
Number of new customers (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118142 159 220
Average revenue per customer (RMB in
thousand) (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118953.0 929.1 1,003.3
By use cases
– Public Sector Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,563.2 1,281.5 1,275.2
– Media and Communications /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,952.1 1,272.6 1,193.4
– Commercial Enterprises /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118276.6 477.3 702.2
By delivery method
– Localized deployment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,370.7 2,095.0 1,926.1
– Analytic reports /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118383.6 400.7 448.8
– SaaS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118146.9 205.1 266.6
– Maintenance services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118588.6 493.8 401.9
Customer retention rate
(5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854.1% 66.5% 55.4%
Net dollar retention rate (6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866.1% 89.8% 139.5%
Average acquisition cost per customer (RMB in
thousand) (7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118357.4 289.2 216.2
Average lead time (days) (8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118185.0 105.9 80.2
Backlog (RMB in thousand) (9) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118168,688 133,486 288,873
Value of new contracts signed (RMB in
thousand) (10) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118284,082 304,424 529,431
(1). Number of customers who have contributed to our revenue in the respective period, calculated on a
consolidated basis. Under this methodology, the sum of customers across various use cases or delivery methods
may not equal the overall number of customers. This is because customers who purchase services in multiple
categories are counted within each of those categories, but only once in the overall customer count.
(2). Customers who have contributed an aggregate revenue of more than RMB3.0 million during the Track Record
Period.
(3). Number of customers who contributed to our revenue for the first time in the respective period, calculated on
a consolidated basis.
(4). Calculated as the total revenue divided by the number of customers in the respective period.
(5). Customer retention rate refers to the percentage of customers on a consolidated basis for the immediately
preceding year which remained to be the company’s customers for the current year.
(6). Net dollar retention rate refers to the ratio of revenue contribution of a customer on a consolidated basis in
the immediately preceding year to the revenue contribution of the same group of customers for the current year.
(7). Average acquisition cost per paying user equals total marketing and sales fees (excluding share-based payment
expenses) divided by number of customers (on a consolidated basis) in the given period.
(8). Lead time refers to the period between the date of contract signing and the delivery and acceptance of AI
services provide through localized deployment.
(9). Backlog refers to total value of customer contracts that have been signed but not yet recognized as revenue
as of the dates given.
(10). V alue of new contracts signed refers to total value of new customer contracts that was signed during the given
period.
SUMMARY
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The table below provides a summary for how each of our DIOS and AI services falls within
acceptable sectors of a Specialist Technology Industry as defined under Chapter 18C of the Listing
Rules:
Specialist Technology
Products
Specialist Technology Industry
Acceptable Sectors: Main Function Analysis
AI services powered by
DIOS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Artificial intelligence (AI-empowered
algorithm programming: image
recognition, audio-visual learning,
natural language processing (NLP),
machine learning, and deep learning)
One key component of our AI service
offering is Y ayi LLM, a proprietary
large language model. The training of
Y ayi LLM encompasses full-
parameter fine-tuning, pre-training on
customer-provided datasets, model
distillation for varying parameter
sizes, and end-to-end custom training
for industry-specific applications for
efficient analytics.
Artificial intelligence (AI services: the
design and provision of AI services
used in different industry verticals)
Our AI services during the Track Record
Period were primarily delivered by
local deployment of software or
combined with hardware. They were
tailored to accommodate customers’
needs from various industries.
Cloud-based services (Software as a
service (SaaS): the delivery of
software applications over cloud
infrastructure enabling companies to
conduct their operations using the
application)
A portion of our AI services are
delivered via clouds in addition to
localized deployment.
Our industry consultant, CIC, confirms, and our Directors are of the view, that based on the
information above, each of our services falls within an acceptable sector of a Specialist Technology
Industry, namely Artificial Intelligence and Cloud-based services as defined under Chapter 18C of
the Listing Rules.
COMMERCIALIZATION AND PATH TO PROFITABILITY
We have demonstrated revenue growth during the Track Record Period, proving our ability to
commercialize AI services effectively. Our revenue rose from RMB249.7 million in 2023 to
RMB317.8 million in 2024, and further to RMB405.3 million in 2025. Gross profit was RMB109.9
million, RMB160.1 million, and RMB207.7 million for the respective years, with gross profit
margins of 44.0%, 50.4% and 51.2%, respectively. During the Track Record Period, we have
reported net and operating losses, and we expect these losses to persist in the near term. This is
mainly due to our continued investments in research and development, as well as our efforts to
rapidly expand our customer base and market presence. Despite these short-term losses, our
leadership in enterprise large model-driven decision intelligence services, suite of full-stack AI
solutions, R&D capabilities, and established customer base provide a sound foundation for
sustainable business growth and long-term success. We anticipate that our path to profitability will
be supported by several key drivers: (i) deepening our expertise in core industries and expanding
into new sectors and customer segments, (ii) broadening and diversifying our product and service
offerings, (iii) improving operational efficiency and leveraging economies of scale, (iv)
strengthening our sales and marketing initiatives, (v) pursuing international market opportunities,
and (vi) engaging in selective acquisitions and forming strategic partnerships. For further details,
see “Business — Commercialization and Path to Profitability”.
SUMMARY
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--- page 17 ---
RESEARCH AND DEVELOPMENT
Our ability to create new technologies to solve complex practical problems is the tenet of our
business. Therefore, we invest substantial resources in R&D activities. Our research and
development expenses were RMB179.5 million, RMB131.0 million, and RMB187.5 million in
2023, 2024 and 2025, respectively. During the Track Record Period, our R&D was primarily
focused on the development of DIOS and its components.
As of December 31, 2025, our R&D team comprised 250 employees, accounting for 43.9% of
our total workforce, including 66 individuals holding master’s and doctoral degrees. As of
December 31, 2025, our R&D team averages over eight years of experience in technology and AI.
Our three co-founders are experts in the fields of AI, decision science, and social computing,
recognized for their significant technical contributions and leadership in guiding the R&D of big
data mining, semantic understanding, and multi-agent reasoning. Also see “Business — Our
Strengths — Strong Shareholder Support and Founding Team.” Our R&D team includes over 30
experienced AI scientists. Among them, we have designated five individuals as representatives of
our core R&D team members, each with an average of more than ten years of R&D experience in
AI-related industries. All core members have been with us since 2020, and each specializes in a
distinct area. For further details of our five representatives, see “Business — Research and
Development”.
Each of our core service components, including X-Data, Y ayi LLM, and DI-Brain, has been
developed internally by our dedicated research and development team. The development, training,
testing, and hosting of our AI services are supported by a variety of third-party resources, including
cloud computing services, software systems, and hardware infrastructure.
 Cloud Computing Services : We leverage major cloud service providers such as Alibaba
Cloud and V olcanic Cloud to support the scalability and reliability of our AI service
offerings.
 Open-Source Software Systems : Our AI services utilize open-source software systems,
such as PyTorch, DeepSpeed, V erl, CentOS, Kubernetes, and Docker-CE, which provide
flexibility and cost efficiency in system development and deployment.
 Open-Source Programming Languages : The primary programming languages used in
our AI development include Python and Java, both of which are widely adopted
open-source solutions.
 Hardware : The development and operation of our AI services require robust hardware
infrastructure, including GPUs, computer servers, network switches, and storage
systems.
INTELLECTUAL PROPERTY
As of December 31, 2025, we owned 154 registered patents and 108 patent applications in
China. As of the same date, we had 439 software copyrights, 151 registered trademarks and 10
registered domains in China. As of December 31, 2025, of all the 262 registered patents and patent
applications in China, 212 were solely owned by us and 50 were co-owned, including 127 registered
patents solely owned by us and 27 co-owned. As of the Latest Practicable Date, we had four
registered patents co-owned with CASIA and two registered patents co-owned with CACMS. We
did not co-own registered patents with CAS-affiliated institutions other than CASIA as of the same
date. Each of the co-owners has valid title to such registered patents under PRC law, and there are
no contractual tenure and material payment obligations associated with such co-owned registered
patents and patent applications as of the Latest Practicable Date.
SUMMARY
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--- page 18 ---
CUSTOMERS AND SUPPLIERS
Our major customers are (i) media and multimedia companies, (ii) government agencies, and
(iii) commercial enterprises. Revenue generated from our largest customer in each year or period
during the Track Record Period accounted for 24.3%, 19.9% and 19.1%, respectively, of our
revenue for the respective year or period. Revenue generated from our five largest customers in
each year or period during the Track Record Period accounted for 48.0%, 32.5% and 37.6%,
respectively, of our revenue for the respective year or period.
Our major suppliers are (i) providers of computing resources, (ii) providers of IT equipment,
(iii) providers of software services. Purchase costs from our largest supplier in each year or period
during the Track Record Period accounted for 7.1%, 8.0% and 8.0%, respectively, of our total
purchases for the respective year or period. Purchase costs from our five largest suppliers in each
year or period during the Track Record Period accounted for 25.4%, 26.8% and 24.0%, respectively,
of our total purchases for the respective year or period.
RISK FACTORS
We are a specialist technology company seeking to list on the Main Board of the Stock
Exchange under Chapter 18C of the Listing Rules. We are in the early stage of commercialization
and we have recorded operating loss for the three years ended December 31, 2025. Our business and
the Global Offering involve certain risks as set out in “Risk Factors” in this prospectus. Y ou should
read that section in its entirety carefully before you decide to invest in our Shares. Some of the
major risks that we face include, among others: (i) AI technologies are constantly evolving. If we
fail to continuously innovate our technology and provide useful solutions that meet the expectations
of our customers, our business, financial condition and results of operations may be materially and
adversely affected; (ii) If we do not successfully develop and deploy new technologies to address
the needs of our customers or if our significant investment in research and development does not
yield the expected results, our business, financial condition and results of operations may be
materially and adversely affected; (iii) We experienced customer and supplier concentration during
the Track Record Period and may continue to be exposed to the risk of such concentration in the
future; (iv) Actual or alleged failure to comply with data privacy, cybersecurity, and AI-related laws
and regulations could damage our reputation, deter current and potential customers from using our
AI services, and subject us to significant legal, financial and operational consequences; (v)
Unauthorized use of our intellectual properties by third parties may harm our brands and reputation;
(vi) We have experienced, and in the future may continue to experience, net operating cash outflows
and an increase in trade receivables and prepayments, other receivables and other assets, which
could expose us to liquidity risks; and (vii) We have a limited operating history, which may make
it difficult to evaluate our current business and predict our future performance.
SINGLE LARGEST SHAREHOLDERS GROUP
As of the Latest Practicable Date, our Company was directly owned as to approximately
1.78%, 4.64%, 2.42%, 16.57%, 0.67%, 3.96% and 0.62% by Dr. Wang, Dr. Luo, Prof. Zeng,
Zhongke Sanshi, Hainan Xinyi, Wenge Zhicai and Wenge Jiangcai respectively.
Zhongke Sanshi is a limited company incorporated under the laws of PRC and owned as to
approximately 75.87%, 13.43% and 10.70% by Dr. Wang, Prof. Zeng and Dr. Luo, respectively.
Each of Hainan Xinyi, Wenge Zhicai and Wenge Jiangcai, being limited partnerships established
under the laws of PRC, was controlled and managed by Dr. Wang in the capacity of executive
partner.
In June 2020, Dr. Wang, Dr. Luo and Prof. Zeng entered into an acting in concert agreement,
pursuant to which, Dr. Wang, Dr. Luo and Prof. Zeng agreed to act in concert in the Company’s
decision-making and in exercising their voting rights and management rights at the shareholders’
meeting and board of directors’ meeting of the Company respectively. If they could not reach a
consensus, Dr. Wang’s opinion would be used as the opinion for unanimous action (“ Acting-in-
Concert Arrangement ”).
SUMMARY
–9–


--- page 19 ---
As Zhongke Sanshi, Hainan Xinyi, Wenge Zhicai and Wenge Jiangcai are controlled by Dr.
Wang, and in view of the Acting-in-Concert Arrangement, Dr. Wang, Dr. Luo, Prof. Zeng, Zhongke
Sanshi, Hainan Xinyi, Wenge Zhicai and Wenge Jiangcai are, as of the Latest Practicable Date,
collectively interested in, and are entitled to exercise control over, an aggregate of approximately
30.66% of the voting rights of our Company.
Immediately upon the completion of the Global Offering (assuming the Pre-IPO Share Option
and the Over-allotment Option are not exercised), Dr. Wang, Dr. Luo, Prof. Zeng, Zhongke Sanshi,
Hainan Xinyi, Wenge Zhicai and Wenge Jiangcai, by virtue of their shareholding together with the
Acting-in-Concert Arrangement, will be entitled to exercise the voting rights of approximately
28.03% of the enlarged issued share capital of our Company, and therefore they will be our Single
Largest Group of Shareholders upon Listing.
For further details, see “Relationship with the Single Largest Group of Shareholders”.
PRE-IPO INVESTMENTS
Up to the Latest Practicable Date, we have conducted ten rounds of Pre-IPO Investments.
Special rights, including the Company Redemption Right and the Founders Redemption Rights had
been granted to Pre-IPO Investors and all such special rights were terminated in compliance with
Chapter 4.2 of the Guide for New Listing Applicants in particular, the Pre-IPO Investors explicitly
agreed that the Company Redemption Right was irrecoverably terminated and shall be deemed void
ab initio . See “History and Corporate Structure — Pre-IPO Investments” in this prospectus for
further details. For details of the financial implication to the Company Redemption Right and the
Founders Redemption Rights, please refer to note 31 and note 39(c) of the Accountants’ Report set
out in Appendix I to this prospectus.
We entered into respective shareholders’ agreements (collectively, the “ Pre-IPO Investors
Agreements ”) with various pre-IPO Investors (collectively, the “ Pre-IPO Investors ”) from 2018
to 2025 and issued ordinary shares thereto with a total consideration of approximately RMB1,215.0
million (collectively, the “ Pre-IPO Investments ”) with the respective par value being recorded as
share capital and the remainder as reserves. Pursuant to the Pre-IPO Investors Agreements, we
granted the Pre-IPO Investors with redemption rights.
There was no exercise of redemption rights granted by us throughout the Track Record Period.
On 18 June 2025, our Company and the Pre-IPO Investors, subsequently entered into
supplemental agreements, agreeing that the redemption rights granted by us have been irrecoverably
terminated and shall be void ab initio. Taking into account the legal and regulatory framework of
the jurisdiction where we operate and the governing law of the supplemental agreements, the
Directors considered that it is appropriate to present the Pre-IPO Investments as equity throughout
the Track Record Period. Had the redemption rights granted by us to the Pre-IPO Investors been
accounted for as financial liabilities measured at the present value of the redemption amount prior
to entering into the supplemental agreements:
(i) The redemption financial liabilities, total current liabilities, net current
(liabilities)/assets and net (liabilities)/assets would have been:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Redemption financial liabilities /H1118/H1118/H11181,120,434 1,349,011 –
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,314,367 1,536,031 257,544
Net current (liabilities)/assets /H1118/H1118/H1118/H1118/H1118(590,912) (771,862) 498,014
Net (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(524,918) (719,454) 504,096
SUMMARY
–1 0–


--- page 20 ---
(ii) The finance costs associated with the redemption financial liabilities, the net loss for the
year, basic and dilutive earning per share would have been:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial costs associated with the
redemption financial liabilities /H1118/H1118/H111877,299 78,577 41,560
Net loss attributable to ordinary
equity holders of the parent (after
taking into account the finance
costs associated with the
redemption financial liabilities) /H1118/H1118 (336,322) (235,429) (215,865)
Basic earnings per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2.24) (1.56) (1.37)
Dilutive earnings per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118(2.24) (1.56) (1.37)
For further details of the financial impacts, see note 31 and 39(c) of the Accountants’ Report
set out in Appendix I to this prospectus.
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following tables set forth summary financial data from our consolidated financial
information for the Track Record Period, derived from the Accountants’ Report set out in Appendix
I. The summary consolidated financial data set forth below should be read together with the
consolidated financial statements in this document, including the related notes. Our consolidated
financial information was prepared in accordance with IFRS accounting standards.
Selected Items from the Consolidated Statements of Profit or Loss
The following table sets forth a summary of our consolidated statements of profit or loss and
other comprehensive income in 2023, 2024 and 2025, in absolute amount and as percentages of our
total revenue.
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249,693 100.0 317,769 100.0 405,316 100.0
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(139,776) (56.0) (157,626) (49.6) (197,659) (48.8)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,917 44.0 160,143 50.4 207,657 51.2
Other income and gains /H1118/H1118/H111837,414 15.0 31,314 9.9 49,158 12.1
Selling and marketing
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(118,185) (47.3) (107,661) (33.9) (94,074) (23.2)
Administrative expenses /H1118/H1118/H1118(106,385) (42.6) (99,767) (31.4) (131,986) (32.6)
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(179,511) (71.9) (131,015) (41.2) (187,545) (46.3)
Fair value gains on
financial assets at fair
value through profit or
loss, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,104 0.8 68 0 – –
Impairment losses on
financial and contract
assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,593) (1.4) (7,852) (2.5) (6,918) (1.7)
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(245) (0.1) (1,599) (0.5) (1,165) (0.3)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,500) (0.6) (933) (0.3) (2,697) (0.7)
SUMMARY
–1 1–


--- page 21 ---
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Loss before Tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(259,984) (104.1) (157,302) (49.5) (167,570) (41.3)
Income tax credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118198 0.1 207 0.1 1,307 0.3
Loss for the Y ear /H1118/H1118/H1118/H1118/H1118/H1118/H1118(259,786) (104.0) (157,095) (49.4) (166,263) (41.0)
Loss attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118(259,023) (103.7) (156,852) (49.4) (174,305) (43.0)
Non-controlling interests /H1118/H1118 (763) (0.3) (243) (0.1) 8,042 2.0
For details on the accounting treatment of special rights in relation to pre-IPO investments,
see “— Pre-IPO Investments”, and note 31 and 39(c) of the Accountants’ Report set out in Appendix
I to this prospectus.
Non-IFRS Measures
To supplement our consolidated financial statements, which are presented in accordance with
IFRS accounting standards, we also use adjusted net loss (non-IFRS measure) as an additional
financial measure, which is not required by, or presented in accordance with, IFRS accounting
standards. We believe adjusted net loss (non-IFRS measure) facilitates comparisons of operating
performance from period to period and company to company.
We believe adjusted net loss (non-IFRS measure) provides useful information to investors and
others in understanding and evaluating our consolidated results of operations in the same manner
as it helps our management. However, our presentation of adjusted net loss (non-IFRS measure)
may not be comparable to similarly titled measures presented by other companies. The use of
adjusted net loss (non-IFRS measure) has limitations as an analytical tool, and you should not
consider it in isolation from, or as a substitute for an analysis of our results of operations or
financial condition as reported under IFRS accounting standards.
We define adjusted net loss (non-IFRS measure) as loss for the year by adding back
share-based payment, which is non-cash in nature, and listing expenses, which arise from activities
relating to the Global Offering. The following table (in absolute amounts and as percentages of total
revenue for the year indicated) reconciles our adjusted net loss (non-IFRS measure) for the year
presented in accordance with IFRS accounting standards, which is loss for the year:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Reconciliation of loss for
the year to adjusted net
loss (non-IFRS measure)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(259,786) (104.0) (157,095) (49.4) (166,263) (41.0)
Add:
Share-based payment /H1118/H1118/H111874,267 29.7 41,868 13.1 44,513 11.0
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 21,162 5.2
Adjusted net loss
(non-IFRS measure) /H1118/H1118/H1118(185,519) (74.3) (115,227) (36.3) (100,588) (24.8)
SUMMARY
–1 2–


--- page 22 ---
Revenue
During the Track Record Period, we mainly generated revenue from our provision of AI
services in the areas of (i) public sector services, (ii) media and communications, and (iii)
commercial enterprises. In 2023, 2024 and 2025, our revenue was RMB249.7 million, RMB317.8
million and RMB405.3 million, respectively. The following table sets out a breakdown of our
revenue by use cases in absolute amount and as a percentage of our total revenue for the periods
indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
AI services
Public Sector Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,621 50.7 149,937 47.2 147,924 36.5
Media and Communications /H1118/H1118/H1118/H1118/H111876,131 30.5 85,264 26.8 121,731 30.0
Commercial Enterprises /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,236 14.5 74,937 23.6 129,208 31.9
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,705 4.3 7,631 2.4 6,453 1.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249,693 100.0 317,769 100.0 405,316 100.0
(1) Others mainly represent our maintenance and operation services providing ongoing technical support, and
other miscellaneous services from ancillary activities, primarily including one-off external procurements of
hardware or software for specific projects.
The following table sets out a breakdown of our revenue by delivery methods in absolute
amount and as a percentage of our total revenue for the periods indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Localized deployment /H1118/H1118/H1118/H1118187,289 75.0 226,261 71.2 294,690 72.7
Analytic reports /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,917 12.0 40,475 12.7 34,555 8.5
SaaS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,304 8.5 36,714 11.6 57,583 14.2
Maintenance services /H1118/H1118/H1118/H1118/H111811,183 4.5 14,319 4.5 18,488 4.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249,693 100.0 317,769 100.0 405,316 100.0
For breakdown of our revenue by revenue recognition policies and by geographical markets,
see “Financial Information.”
Gross profit and gross profit margin
The table below sets forth our gross profit and overall gross profit margin for the periods
indicated:
Y ear ended December 31,
2023 2024 2025
(RMB in thousands, except for percentages)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,917 160,143 207,657
Gross profit margin (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844.0 50.4 51.2
SUMMARY
–1 3–


--- page 23 ---
Loss for the year
We had net loss of RMB259.8 million, RMB157.1 million, and RMB166.3 million in 2023,
2024 and 2025, respectively, primarily because we are in the stage of expanding our business and
operations in the rapidly growing AI market and are continuously investing in research and
development.
Selected Items from the Consolidated Statements of Financial Position
The following table sets forth selected information from our consolidated statements of
financial position as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,469 36,413 55,609
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123,624 167,705 248,320
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,065 10,583 7,217
Prepayments, other receivables and other assets /H1118 17,271 28,203 56,639
Financial assets at fair value through profit or loss /H1118 – 70,921 26,106
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 10,845
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,618 5,317 26,201
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118524,408 445,027 324,621
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118723,455 764,169 755,558
Current liabilities
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,471 62,645 84,576
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,960 65,025 81,573
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,993 44,337 46,423
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,643 11,320 11,616
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,866 3,693 4,439
Interest-bearing bank loans and other borrowings /H1118 – – 28,917
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118193,933 187,020 257,544
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118529,522 577,149 498,014
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,046 21,836 15,094
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,645 15,206 17,625
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,982 5,631 9,460
Prepayments, other receivables and other assets /H1118 3,828 2,577 3,040
Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 50,834
Time deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,191 10,519 –
Equity investments designated at fair value
through other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 10,000
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,692 55,769 106,053
SUMMARY
–1 4–


--- page 24 ---
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current liabilities
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118525 317 30
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,173 3,044 6,866
Interest-bearing bank loans and other borrowings /H1118 – – 40,520
Put option liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 52,555
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,698 3,361 99,971
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118595,516 629,557 504,096
For details on the accounting treatment of special rights in relation to pre-IPO investments,
see “— Pre-IPO Investments”, and note 31 and 39(c) of the Accountants’ Report set out in Appendix
I to this prospectus.
Our net assets increased from RMB595.5 million as of December 31, 2023 to RMB629.6
million as of December 31, 2024, primarily due to issue of new shares of RMB150.0 million and
share-based payments of RMB41.9 million, partially offset by net loss of RMB157.1 million
recorded in 2024. Our net assets then decreased to RMB504.1 million as of December 31, 2025,
primarily due to net loss for the year of RMB166.3 million and put options over non-controlling
interests of RMB51.2 million, partially offset by issue of new shares of RMB47.0 million and
share-based payments of RMB44.5 million.
Our net current assets decreased from RMB577.1 million as of December 31, 2024 to
RMB498.0 million as of December 31, 2025, primarily due to (i) a decrease of RMB44.8 million
in financial assets at fair value through profit or loss, (ii) an increase of RMB28.9 million in
interest-bearing bank loans and other borrowings, and (iii) an increase of RMB21.9 million in trade
and bills payables.
Our net current assets increased from RMB529.5 million as of December 31, 2023 to
RMB577.1 million as of December 31, 2024, primarily due to (i) an increase of RMB70.9 million
in financial assets at fair value through profit or loss, and (ii) an increase of RMB44.1 million in
trade and bills receivables, partially offset by a decrease of RMB79.4 million in cash and cash
equivalents.
Selected Items from the Consolidated Statements of Cash Flow
The following table sets forth a summary of our cash flow for the year ended December 31,
2023, 2024 and 2025.
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net cash flows used in operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(182,834) (134,869) (187,995)
Net cash flows from/(used in) investing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118665,735 (75,399) (13,613)
Net cash flows (used in)/from financing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,120) 130,959 81,272
Cash and cash equivalents at beginning of
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,619 524,408 445,027
Cash and cash equivalents at end of year /H1118 524,408 445,027 324,621
SUMMARY
–1 5–


--- page 25 ---
We had net operating cash outflow of RMB182.8 million, RMB134.9 million, and RMB188.0
million in 2023, 2024 and 2025, respectively, primarily due to the significant amounts of cost of
sales and operating expenses incurred for the provision of our AI services, carrying out R&D and
selling and marketing activities, as well as administrative management. See “Financial Information
— Liquidity and Capital Resources.”
Our cash burn rate, which includes net cash used in operating activities, capital expenditures,
and lease payments, was RMB19.3 million, RMB13.4 million, and RMB17.2 million for 2023, 2024
and 2025, respectively. The elevated cash burn rate in 2023 primarily reflected significant
investments in IT equipment to support our large model computing needs.
As of April 30, 2026, we held RMB861.0 million in cash and cash equivalents, unutilized
banking facilities, time deposits and financial assets at fair value through profit or loss. We expect
to receive estimated net proceeds of HK$826.8 million from the Global Offering (assuming no
exercise of the Pre-IPO Share Option and the Over-allotment Option and an Offer Price of
HK$60.70 per Offer Share).
Assuming a future average monthly cash burn rate of RMB17.2 million and that our workforce
and capital investments remain in line with current assumptions, our available liquidity as of April
30, 2026 would be sufficient to fund our operations for approximately 50.1 months from April 30,
2026, lasting approximately to July 2030. Including 10% of the expected net proceeds from the
Global Offering allocated to working capital, our financial runway would extend to approximately
54.3 months from April 30, 2026, lasting approximately to November 2030, and if the entire net
proceeds are considered, to approximately 92.0 months from April 30, 2026, lasting approximately
to December 2033. We will continue to monitor our cash flows and maintain financial flexibility
through multiple channels. We do not expect to have next round of financing before the Global
Offering.
GLOBAL OFFERING STATISTICS
The statistics in the following table are based on the assumptions that the Global Offering has
been completed and 14,834,600 Shares are issued pursuant to the Global Offering with a total of
173,101,207 Shares expected to be in issue immediately after completion of the Global Offering
(assuming the Pre-IPO Share Option and the Over-allotment Option is not exercised).
Based on an Offer
Price of HK$60.70
per Offer Share
Market capitalization of our Shares (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
HK$10,507.2
million
Unaudited pro forma adjusted net tangible assets per offer share (2) /H1118/H1118/H1118/H1118HK$7.81
(1) The calculation of the market capitalization is based on total 173,101,207 Shares expected to be in issue
immediately after completion of the Global Offering (assuming the Pre-IPO Share Option and the
Over-allotment Option is not exercised).
(2) The unaudited pro forma adjusted net tangible assets per Offer Share has been arrived at after adjustments
referred to in “Appendix II — Unaudited Pro Forma Financial Information” and on the basis that total
173,101,207 Shares were in issue at the Offer Price of HK$60.70, assuming that the Shares issued pursuant
to the Global Offering were issued on December 31, 2025, which does not take into account (i) any Share
which may be allotted and issued upon the exercise of the Pre-IPO Share Option and the Over-allotment
Option, or (ii) any Share which may be allotted and issued or repurchased by our Company under the general
mandates for the allotment and issue or repurchase of Shares granted to our Directors.
For further details, see “Appendix II — Unaudited Pro Forma Financial Information — A. Unaudited Pro
Forma Adjusted Consolidated Net Tangible Assets.”
SUMMARY
–1 6–


--- page 26 ---
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commissions and other fees
incurred in connection with the Global Offering. We estimate that our listing expenses will be
approximately RMB64.1 million (equivalent to HK$73.6 million), representing approximately 8.2%
of the gross proceeds from the Global Offering, (based on the Offer Price of HK$60.70 per Offer
Share and no exercise of the Over-allotment Option). The estimated listing expenses consist of (i)
underwriting-related expenses, including underwriting commissions, of approximately of RMB25.9
million (equivalent to HK$29.8 million), and (ii) non-underwriting-related expenses of
approximately RMB38.2 million (equivalent to HK$43.9 million), comprising (a) sponsor fee of
approximately RMB5.5 million (equivalent to HK$6.3 million), (b) other fees and expenses,
including but not limited to fees and expenses of legal advisors and Reporting Accountants, of
RMB32.7 million (equivalent to HK$37.6 million). Among the estimated listing expenses,
approximately RMB29.1 million (equivalent to HK$33.4 million) is directly attributable to the issue
of our Offer Shares to the public and will be deducted from equity upon the completion of the
Global Offering, approximately RMB21.2 million (equivalent to HK$24.4 million) has been
expensed during the Track Record Period, and approximately RMB13.8 million (equivalent to
HK$15.8 million) is expected to be expensed to profit or loss upon the Global Offering. Our
Directors do not expect such expenses to materially influence our results of operations in 2026.
FUTURE PLANS AND USE OF PROCEEDS
We estimate that the net proceeds from the Global Offering will be approximately HK$826.8
million, assuming an Offer Price of HK$60.70 per Share, after deducting underwriting commissions
and estimated offering expenses paid and payable by us in the Global Offering, taking into account
any additional discretionary incentive fee. We intend to use the net proceeds from the Global
Offering for the following purposes:
 approximately 60.0%, or HK$496.1 million, will be used for continued investment in
and enhancement of our foundational models and core research and development
capabilities;
 approximately 20.0%, or HK$165.4 million, will be used for expansion of our offerings,
brand building, and broaden customer reach across industries;
 approximately 10.0%, or HK$82.7 million, will be used to fund potential strategic
investment and acquisition and our overseas expansion; and
 approximately 10.0%, or HK$82.7 million, will be used for working capital and general
corporate purposes.
DIVIDENDS
We did not make or declare any dividends in 2023, 2024 and 2025. As of the Latest Practicable
Date, we did not have a formal dividend policy or a fixed dividend payout ratio. Pursuant to our
Articles of Association, our Board may declare dividends in the future after taking into account our
results of operations, financial condition, cash requirements and availability and other factors as it
may deem relevant at such time. Any declaration and payment as well as the amount of dividends
will be subject to our constitutional documents, applicable PRC laws and approval by our
Shareholders. PRC laws require that dividends should be paid only out of the profit for the year
calculated according to PRC accounting principles. As advised by our PRC Legal Adviser, since we
had accumulated losses as of December 31, 2025, we are currently unable to distribute dividends
in accordance with PRC laws. We will, therefore, only be able to declare dividends after: (i) all our
historically accumulated losses have been made up for; and (ii) we have allocated sufficient net
profit to our statutory common reserve fund.
SUMMARY
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REGULATIONS ON GENERATIVE AI
On July 10, 2023, the CAC together with other relevant authorities, released the Interim
Measures on the Administration of Generative AI Services (ਕ၍ଣᅲБ፬
), which came into effect on August 15, 2023 and mainly impose compliance requirements on
providers of generative AI services. According to the Interim Measures on the Administration of
Generative AI Services, individuals or organizations that provide generative AI services of text,
image, audio, videos and other content shall be responsible as the producers of such network
information content and as the personal information processors to protect any personal information
involved. Providers of generative AI services shall enter into service agreements with users
registering for their generative AI services and shall adopt effective measures to prevent minor users
from over-relying or becoming addicted to generative AI services. In the event that illegal content
or users engaging in illegal activities using generative AI services are discovered, the generative AI
services providers are required to take appropriate measures, including stopping the generation of
such illegal content and suspending or terminating the provision of services, undergo rectifications,
keep relevant records and report to the competent authority. Any provider of generative AI services
with attribute of public opinions or capable of social mobilization shall conduct security assessment
and perform certain filings procedures in accordance with the Algorithm Recommendation
Provisions. Providers of generative AI services may be subject to penalties for non-compliance,
including warning, public denouncement, rectification orders and suspension of the provision of
relevant services.
See “Regulatory Overview — Regulations and Policies on Information Industry — Policies on
Artificial Intelligence.”
RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGE
Since December 31, 2025, our continued investment in enhancing services offerings,
advancing R&D capabilities and deepening customer relationship has enabled our business to
maintain its growth momentum.
In January 2026, D2 Intelligence, a wholly owned subsidiary of our Group, subscribed for
0.02% equity interest in Iluvatar CoreX for an aggregate consideration of approximately HK$7.7
million. (“9903 Subscription”) The 9903 Subscription was completed and fully settled as of January
8, 2026. For more details, see “History and Corporate Structure — Investment after Track Record
Period”.
Our Directors have confirmed that up to the date of this prospectus, there has been no material
adverse change in our financial or trading position or prospects since December 31, 2025, being the
date of our latest audited financial statements.
We anticipate that we will continue to incur net loss for the year ending December 31, 2026,
primarily because we are in the stage of expanding our business and operations in the rapidly
growing AI market and are continuously investing in research and development.
SUMMARY
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In this prospectus, unless the context otherwise requires, the following terms and
expressions have the meanings set forth below.
“AAAI” Association for the Advancement of Artificial Intelligence
“AAAS” American Association for the Advancement of Science
“Accountants’ Report” The accountants’ report prepared by Ernst & Y oung, details
of which are set out in Appendix I to this prospectus
“AFRC” Accounting and Financial Reporting Council
“Articles of Association”
or “Articles”
the articles of associations of our Company, as amended,
which shall become effective on the Listing Date, a
summary of which is set out in Appendix V to this
prospectus
“Audit Committee” the audit committee of the Board
“BIS” U.S. Department of Commerce, Bureau of Industry and
Security
“Board” or “Board of Directors” the Board of Directors of our Company
“Board Diversity Policy” the board diversity policy of our Company
“business day” a day on which banks in Hong Kong are generally open to
the public for normal banking business and which is not a
Saturday, Sunday or public holiday in Hong Kong
“CAC” Cyberspace Administration of China (፬ʮ
܃)
CAS” Chinese Academy of Sciences (ኪ৫), an academic
organisation directly under the supervision of the State
Council
“CASIA” Institute of Automation Chinese Academy of Sciences ( ʕ਷
הan academic establishment founded
in 1956 by CAS, with intelligent science and technology as
the main orientation
“Capital Market Intermediaries” 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 operated by
HKSCC
DEFINITIONS
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“CCRC” the China Cybersecurity Review Technology and
Certification Center (ҦஔၾႩᗇʕː)
“China”, “Mainland China”
or “PRC”
the People’s Republic of China, excluding, for the purpose
of this prospectus (unless otherwise indicated), Hong Kong,
Macau and Taiwan
“CIC” or “China Insights
Consultancy”
China Insights Industry Consultancy Limited, our industry
consultant, an independent market research and consulting
company
“CIC Report” the industry report commissioned by our Company and
independently prepared by CIC, summary of which is set
forth in the section headed “Industry Overview” in this
prospectus
“Commercial Company” has the meaning ascribed to it under Chapter 18C of the
Listing Rules
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified
from time to time
“Company” or “our Company” Beijing Zhongke WengeAI Science and Technology Co.,
Ltd. (ʮ̡), formerly known as
Beijing Zhongke WengAI Science and Technology Co.,
Ltd.*; Beijing Zhongke Wenge Science and Technology Co.,
Ltd.* (ʮ̡), was incorporated
in China on 20 March 2017 as a joint stock company with
limited liability
“Company Law” or “PRC
Company Law”
Company Law of the People’s Republic of China ( ʕശɛ͏
جas amended and adopted by the Standing
Committee of the Tenth National People’s Congress on
October 27, 2005 and effective on January 1, 2006, as
amended, supplemented or otherwise modified from time to
time, of which the latest amendment was on December 29,
2023 that has been effective since July 1, 2024
“Connected person(s)” has the meaning ascribed to it under the Listing Rules
“Countries subject to International
Sanctions”
any country or territory subject either to a general and
comprehensive embargo or a more limited set of export,
import, financial or investment restrictions under sanctions
related laws or regulation of the Relevant Jurisdiction
“CSDC” China Securities Depository and Clearing Corporation
Limited (ப΂ʮ̡)
“CSRC” the China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ
ึ)
DEFINITIONS
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“Cybersecurity Review Measures” Cybersecurity Review Measures (),
which took effect on February 15, 2022
“D2 Intelligence” D2 Intelligence Limited (ʮ̡), a
company incorporated in Hong Kong with limited liability
on July 18, 2023, our indirect wholly-owned subsidiary
“D2 Intelligence HK” D2 Intelligence HK Limited (ʮ̡), a
company incorporated in Hong Kong with limited liability
on August 9, 2023, our indirect wholly-owned subsidiary
“Data Security Law” Data Security Law of the People’s Republic of China ( ʕ
), which took effect on
September 1, 2021
“Designated Bank” HKSCC Participant’s EIPO Designated Bank
“Directors” the directors of our Company, including all executive,
non-executive and independent non-executive Directors
“Domestic Unlisted Share(s)” ordinary shares in the capital of our Company with a
nominal value of RMB1.0 each, which is/are not listed on
any stock exchange
“Dr. Luo” Dr. Luo Yin, our executive Director, chief executive officer
and one of the Single Largest Group of Shareholders
“Dr. Wang” Dr. Wang Lei, our chairman of the Board, executive Director
and one of the Single Largest Group of Shareholders
“EAR” United States Export Administration Regulations, 15 C.F.R.
Parts 730-774
“ECLs” expected credit losses
“EIT” enterprise income tax
“EIT Law” 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
DEFINITIONS
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“FINI” “Fast Interface for New Issuance,” an online platform
operated by HKSCC that is mandatory for admission to
trading and, where applicable, the collection and processing
of specified information on subscription in and settlement
for all new issues
“GDP” gross domestic product
“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
“GHG” greenhouse gas
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Group,” “our Group,”
“we” or “us”
our Company and its subsidiaries (or our Company and any
one or more of its subsidiaries, as the context may require)
“Guide” Guide for New Listing Applicants issued by the Stock
Exchange in December 2023 (as amended, supplemented or
otherwise modified from time to time)
“Guoke Zhi’an” Guoke Zhi’an (Beijing) Technology Co., Ltd. (౽τ(̏
ԯ)ʮ̡), a company established under the laws of
the PRC with limited liability on July 18, 2019, our direct
wholly-owned subsidiary until July 28, 2025, when we
disposed our entire equity interest in it
“H Share(s)” overseas listed foreign shares in the share capital of our
Company with nominal value of RMB1.0 each, which are to
be subscribed for and traded in HK dollars and to be listed
on the Hong Kong Stock Exchange
“H Share Registrar” Computershare Hong Kong Investor Services Limited
“H Shareholder(s)” holder(s) of H Share(s)
“Hainan Xinyi” Hainan Xinyi Technology Center (Limited Partnership) ( ऎ
Ҧʕː(Υྫ)), a limited partnership
established under the laws of the PRC on April 21, 2025,
one of the Single Largest Group of Shareholders
“HKSCC” Hong Kong Securities Clearing Company Limited, a wholly
owned subsidiary of Hong Kong Exchanges and Clearing
Limited
DEFINITIONS
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“HKSCC EIPO” the application for the Hong Kong Offer Shares to be issued
in the name of HKSCC Nominees and deposited directly
into CCASS to be credited to your designated HKSCC
Participant’s stock account through causing HKSCC
Nominees to apply on your behalf, including by instructing
your broker or custodian who is a HKSCC Participant to
give electronic application instructions via HKSCC’s FINI
system to apply for the Hong Kong Offer Shares on your
behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly owned subsidiary of
HKSCC
“HKSCC Operational Procedures” the operational procedures of HKSCC, containing the
practices, procedures and administrative or other
requirements relating to HKSCC’s services and the
operations and functions of CCASS, FINI or any other
platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time to
time in force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“HKSCC Rules” 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
“HKSCC Systems” CCASS, FINI or any other platform, facility or system
established, operated and/or otherwise provided by or
through HKSCC
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC
“Hong Kong dollars,”
“HK dollars” or “HK$”
Hong Kong dollars and cents respectively, the lawful
currency of Hong Kong
“Hong Kong Listing rules”
or “Listing Rules”
the Rules Governing the Listing of Securities on the Stock
Exchange, as amended, supplemented or otherwise modified
from time to time
“Hong Kong Offer Shares” the 741,800 H Shares offered by us for subscription at the
Offer Price pursuant to the Hong Kong Public Offering
(subject to reallocation and adjustment as described in
“Structure of the Global Offering”)
DEFINITIONS
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“Hong Kong Public Offering” the offering of the Hong Kong Offer Shares for subscription
by the public in Hong Kong (subject to reallocation as
described in “Structure of the Global Offering”) at the Offer
Price (plus brokerage, SFC transaction levy, AFRC
transaction levy and Hong Kong Stock Exchange trading
fee), on and subject to the terms and conditions described in
this prospectus, as further described in “Structure of the
Global Offering — Hong Kong Public Offering”
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering listed in
“Underwriting — Hong Kong Underwriters”
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated June 16, 2026 relating to
the Hong Kong Public Offering entered into by our
Company, Dr. Wang, Dr. Luo, Prof. Zeng, Zhongke Sanshi,
the Sponsor-Overall Coordinator, and the Hong Kong
Underwriters, as further described in the section headed
“Underwriting” in this prospectus
“IEEE” Institute of Electrical and Electronics Engineers
“IFRS” IFRS accounting standards, which include standards,
amendments and interpretations promulgated by the
International Accounting Standards Board and the
International Accounting Standards and interpretation
issued by the International Accounting Standards
Committee
“Independent Third Party(ies)” any entity(ies) or person(s) who, to the best of our
Directors’ knowledge, information and belief, having made
all reasonable enquiries, is not a connected person of our
Company within the meaning of the Hong Kong Listing
Rules
“International Offer Shares” the 14,092,800 H Shares being initially offered by our
Company for subscription under the International Offering,
subject to reallocation as described in the section headed
“Structure of the Global Offering” in this prospectus
“International Offering” the offer of the International Offer Shares outside the United
States in offshore transactions in reliance on Regulation S
under the U.S. Securities Act, including to professional
investors in Hong Kong, as further described in the section
headed “Structure of the Global Offering” in this prospectus
“International Sanctions” all applicable laws and regulation to economic sanctions,
export controls, trade embargoes and wider prohibitions and
restrictions on international trade and investment related
activities, including those adopted administered and
enforced by the U.S. Government, the EU and its member
states, UN or Government of Australia
DEFINITIONS
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“International Sanctions Legal
Advisors”
Hogan Lovells International LLP , our legal advisors as to
U.S. regulatory laws and International Sanctions laws in
connection with the Listing
“International Underwriter(s)” the underwriter(s) of the International Offering
“International Underwriting
Agreement”
the underwriting agreement relating to the International
Offering expected to be entered into by, among others, our
Company, Dr. Wang, Dr. Luo, Prof. Zeng, Zhongke Sanshi,
the Sponsor-Overall Coordinator, and the International
Underwriters on or around Wednesday, June 24, 2026
“Joint Bookrunners” the joint bookrunners as named in “Directors and Parties
involved in the Global Offering”
“Joint Global Coordinators” the joint global coordinators as named in “Directors and
Parties involved in the Global Offering”
“Joint Lead Managers” the joint lead managers as named in “Directors and Parties
involved in the Global Offering”
“Latest Practicable Date” June 8, 2026 being the latest practicable date for the purpose
of ascertaining certain information contained in this
prospectus prior to its publication
“Listing” listing of our H Shares on the Main Board of the Hong Kong
Stock Exchange
“Listing Date” the date on which dealings in our H Shares first commence
on the Main Board of the Hong Kong Stock Exchange
“Macau” the Macau Special Administrative Region of the PRC
“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 Growth Enterprise
Market of the Stock Exchange
“MIIT” the Ministry of Industry and Information Technology of the
PRC (ʷ௅)
“MOFCOM” Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ௅)
“NDRC” the National Development and Reform Commission of the
PRC (ึ)
“OFAC” the U.S. Department of Treasury’s Office of Foreign Assets
Control
DEFINITIONS
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--- page 35 ---
“Offer Price” the final offer price per Offer Share in Hong Kong dollars
(exclusive of a brokerage fee of 1.0%, a SFC transaction
levy of 0.0027%, AFRC transaction levy of 0.00015% and a
Hong Kong Stock Exchange trading fee of 0.00565%) at
which the Hong Kong Offer Shares are to be subscribed for
pursuant to the Global Offering and to be determined in the
manner described in “Structure of the Global Offering”
“Offer Shares” the Hong Kong Offer Shares and the International Offer
Shares
“Overall Coordinators” the overall coordinators as named in “Directors and Parties
Involved in the Global Offering”
“Pathfinder SII(s)” has the meaning ascribed to it in Chapter 2.5 of the Guide
for New Listing Applicants issued by the Stock Exchange
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central
bank of the PRC
“People’s Congress” the PRC’s legislative apparatus, including the National
People’s Congress and all the local people’s congresses
(including provincial, municipal and other regional or local
people’s congresses) as the context may require, or any of
them
“Personal Information Protection
Law”
Personal Information Protection Law of the People’s
Republic of China (),
which entered into effect on November 1, 2021
“PRC government” or
“Central Government”
or “State”
the central government of the PRC, including all
governmental subdivisions (including provincial, municipal
and other regional or local government entities) and their
instrumentalities or, where the context requires, any of them
“PRC Legal Advisors” King & Wood, our legal advisor as to PRC laws
“PRC Securities Law” the Securities Law of the PRC ( ʕശɛ͏΍ձ਷ᗇՎ
), as amended, supplemented or otherwise modified
from time to time
“Pre-IPO Incentive Plans” the Pre-IPO Share Option Scheme and the Pre-IPO
Employee Share Schemes
“Pre-IPO Investment(s)” the pre-IPO investments in our Company undertaken by our
Pre-IPO Investors, details of which are set out in “History
and Corporate Structure — Pre-IPO Investments”
“Pre-IPO Investor(s)” the investor(s) who participated in our Pre-IPO Investments,
details of which are set out in “History and Corporate
Structure — Pre-IPO Investments” in this prospectus
DEFINITIONS
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“Pre-IPO Employee Share
Schemes”
the employee share schemes of our Company approved and
adopted on December 14, 2020 and February 24, 2023, as
amended from time to time, a summary of the principal
terms of which is set forth in “Statutory and General
Information — Pre-IPO Incentive Plans” in Appendix VI
“Pre-IPO Share Option Scheme” the pre-IPO share option scheme of our Company approved
and adopted on June 9, 2025, as amended from time to time,
a summary of the principal terms of which is set forth in
“Statutory and General Information — Pre-IPO Incentive
Plans” in Appendix VI
“Prof. Zeng” Professor Zeng Dajun, one of the Single Largest Group of
Shareholders
“province” a province or, where the context requires, a provincial level
autonomous region or municipality, under the direct
supervision of the central government of the PRC
“public sector services” the provision of AI products and solutions and related
services to government agencies and public institutions,
primarily through standardized, general-purpose
commercial AI offerings, to support public administration,
public service delivery, economic and industrial
development, and public engagement and cultural
promotion
“R&D” research and development
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“SAFE” the State Administration of Foreign Exchange of the PRC
(̮ි၍ଣ҅)
“SASAC” State-owned Assets Supervision and Administration
Commission of the State Council ( ਷ਕ৫਷Ϟ༟ପ္ຖ၍ଣ
ึ)
“SA T” the State Administration of Taxation of the PRC (೼ਕ
ᐼ҅)
“SDN” individuals and entities that are listed on the SDN List
“SDN List” the list of Specially Designated Nationals, and Blocked
Persons maintained by OFAC, which sets forth individuals
and entities that are subject to its sanctions and restricted
from dealings with U.S. persons
“SFC” the Securities and Futures Commission of Hong Kong
DEFINITIONS
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“SFO” the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended, supplemented or
otherwise modified from time to time
“Share(s)” ordinary shares in the capital of our Company with a
nominal value of RMB1.0 each
“Shareholders(s)” holder(s) of the Share(s)
“Single Largest Group of
Shareholder(s)”
Dr. Wang, Dr. Luo, Prof. Zeng, Zhongke Sanshi, Hainan
Xinyi, Wenge Zhicai and Wenge Jiangcai. For further
details, see “Relationship with the Single Largest Group of
Shareholders”
“SOE(s)” state-owned enterprise(s)
“Sole Sponsor” China International Capital Corporation Hong Kong
Securities Limited
“Sophisticated Independent
Investor(s)” or “SII(s)”
has the meaning ascribed to it under Chapter 18C.05 of the
Listing Rules and in Chapter 2.5 of the HKEX Guide, and
unless the context otherwise requires, refers to the Pre-IPO
Investor(s) the details of which are set out in “History and
Corporate Structure — Pre-IPO Investments — Background
of our principal Pre-IPO Investors — Our Pathfinder SIIs”
and “— Our other Sophisticated Independent Investors”
“Specialist Technology Company” has the meaning ascribed to it under Chapter 18C of the
Listing Rules
“Specialist Technology Industry” has the meaning ascribed to it under Chapter 18C of the
Listing Rules
“Specialist Technology Product(s)” has the meaning ascribed to it under Chapter 18C of the
Listing Rules
“Sponsor-Overall Coordinator” China International Capital Corporation Hong Kong
Securities Limited
“sq.m.” square meters
“Stabilizing Manager” China International Capital Corporation Hong Kong
Securities Limited
“State Council” State Council of the People’s Republic of China ( ʕശɛ͏
΍ձ਷਷ਕ৫)
“Stock Exchange” The Stock Exchange of Hong Kong Limited, a wholly
owned subsidiary of Hong Kong Exchanges and Clearing
Limited
DEFINITIONS
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“Supervisor(s)” member(s) of our Supervisory Committee
“Supervisory Committee” the supervisory committee of our Company
“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-back
issued by the SFC, as amended, supplemented or otherwise
modified from time to time
“Track Record Period” the period comprising the years ended December 31, 2023,
2024 and 2025
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” The Hong Kong Underwriting Agreement and the
International Underwriting Agreement
“U.S.” or “United States” the United States of America, its territories, its possessions
and all areas subject to its jurisdiction
“U.S. Securities Act” United States Securities Act of 1933, as amended
“V A T” value-added tax
“Wenge Chongqin” Chongqin Zhongke Wenge Technology Co., Ltd. (߅
ʮ̡), a company established under the laws
of the PRC with limited liability on October 21, 2021, our
direct wholly-owned subsidiary
“Wenge Ganglian” Wenge Ganglian Technology Development (Shanghai) Co.,
Ltd. (࢝(ɪऎ)ʮ̡), a company
established under the laws of the PRC with limited liability
on November 15, 2023, our indirect wholly-owned
subsidiary
“Wenge Hainan” Hainan Zhongke Wenge Technology Co., Ltd. (ၲ
ʮ̡), a company established under the laws of
the PRC with limited liability on December 24, 2021, our
indirect wholly-owned subsidiary
“Wenge Holdings” Beijing Zhongke Wenge Holdings Co., Ltd. (ၲဂ
ʮ̡), a company established under the laws of the
PRC with limited liability on May 9, 2023, our direct
wholly-owned subsidiary
“Wenge Hongcai” Wenge Hongcai (Beijing) Technology Center (Limited
Partnership) ( ၲဂᒿʑ(̏ԯ)Ҧʕː(Υྫ)), an
employee share platform and a limited partnership
established under the laws of the PRC on April 30, 2025
with Ms. Zeng Duan, an employee of our Company, as
executive partner.
DEFINITIONS
–2 9–


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“Wenge Jiangcai” Wenge Jiangcai (Tianjin) Technology Center (Limited
Partnership) ( ၲဂΘʑ(ݵ)Ҧʕː(Υྫ)), an
employee share platform and a limited partnership
established under the laws of the PRC on February 28, 2023,
one of the Single Largest Group of Shareholders
“Wenge Media” Beijing Zhongke Wenge Technology Media Co., Ltd. ( ̏ԯ
ʮ̡), a company established under
the laws of the PRC with limited liability on March 18,
2025, our direct wholly-owned subsidiary
“Wenge Nanjing” Nanjing Zhongke Wenge Technology Co., Ltd. (ၲ
ʮ̡), a company established under the laws of
the PRC with limited liability on August 23, 2019, our direct
wholly-owned subsidiary
“Wenge Shanghai” Shanghai Zhongke Wenge Technology Co., Ltd. (߅
ʮ̡), a company established under the laws
of the PRC with limited liability on July 20, 2022, our direct
wholly-owned subsidiary
“Wenge Shenzhen” Shenzhen Zhongke Wenge Technology Co., Ltd. (߅
ʮ̡), a company established under the laws
of the PRC with limited liability on May 8, 2018, our direct
wholly-owned subsidiary
“Wenge Tianjin” Tianjin Zhongke Wenge Technology Co., Ltd. (ၲ
ʮ̡), a company established under the laws of
the PRC with limited liability on February 23, 2023, our
direct wholly-owned subsidiary
“Wenge Xi’an” Xi’an Zhongke Wenge Technology Co., Ltd. (ၲဂ
ʮ̡), a company established under the laws of the
PRC with limited liability on July 2, 2018, our direct
wholly-owned subsidiary
“Wenge Zhicai” Wenge Zhicai (Tianjin) Technology Center (Limited
Partnership) ( ၲဂ౽ʑ(ݵ)Ҧʕː(Υྫ)), an
employee share platform and a limited partnership
established under the laws of the PRC on February 28, 2023,
one of the Single Largest Group of Shareholders
“White Form eIPO ” the application process for Hong Kong Offer Shares with
applications issued in applicant’s own name and 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
DEFINITIONS
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“Xinhua Hangzhou” Hangzhou Xinyi Trading Co., Ltd. (ʮ
̡), a company established under the laws of the PRC with
limited liability on October 27, 2020, our indirect wholly-
owned subsidiary
“Xinhua Media” Xinhua All Media (Beijing) Information Technology
Research Institute Co., Ltd. ( อശΌద(̏ԯ)Ӻ
ʮ̡), a company established under the laws of the
PRC with limited liability on March 16, 2021, our indirect
wholly-owned subsidiary
“Xinhua Mobile” Zhejiang Xinhua Mobile Media Co., Ltd. ( एϪอശ୅ਗෂ
ʮ̡), a company established under the laws of
the PRC with limited liability on June 29, 2012, our indirect
subsidiary owned as to 51%, 14.69%, 8.00%, 7.73%, 7.20%,
6.15% and 5.24% by Wenge Media, Mr. Y an Guangsheng
(ᕙᄿ͛), Ucap Cloud Information Technology Co., Ltd. ( ක
ʮ̡), Hangzhou Dulai Network
Technology Co., Ltd. (ʮ̡), Beijing
Linteng Tianhai Advertising Co., Ltd. ( ̏ԯ᜝ᙜ˂ऎᄿѓϞ
ʮ̡), Y angpu Runhang Investment Partnership (Limited
Partnership) (ҳ༟ΥྫΆุ(Υྫ)) and
Hainan Xinyi Investment Center (Limited Partnership) ( ऎ
อ୅ҳ༟ʕː(Υྫ))
“Zhongke Cuicai” Zhongke Cuicai (Tianjin) Science and Technology Center
(Limited Partnership) (ၘʑ(ݵ)Ҧʕː(Υ
ྫ)), an employee share platform and a limited partnership
established under the laws of the PRC on December 11,
2020 with Mr. Wang Yigang, an employee of our Company,
as executive partner
“Zhongke Huicai” Zhongke Huicai (Tianjin) Science and Technology Center
(Limited Partnership) (ᅆʑ(ݵ)Ҧʕː(Υ
ྫ)), an employee share platform and a limited partnership
established under the laws of the PRC on December 11,
2020 with Mr. Wang Yigang, an employee of our Company,
as executive partner
“Zhongke Quncai” Zhongke Quncai (Tianjin) Science and Technology Center
(Limited Partnership) (໊ʑ(ݵ)Ҧʕː(Υ
ྫ)), an employee share platform and a limited partnership
established under the laws of the PRC on December 16,
2020 with Mr. Wang Yigang, an employee of our Company,
as executive partner
“Zhongke Sanshi” Beijing Zhongke Sanshi Technology Development Co., Ltd.
(ʮ̡), a company established
under the laws of the PRC on May 27, 2020, one of the
Single Largest Group of Shareholders
DEFINITIONS
–3 1–


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“Zhongke Wencai” Beijing Zhongke Wencai Technology Center (Limited
Partnership) (Ҧʕː(Υྫ)), a limited
partnership established under the laws of the PRC on
January 30, 2024, our wholly-owned subsidiary
“Zhongke Yingcai” Zhongke Yingcai (Tianjin) Science and Technology Center
(Limited Partnership) (ʑ(ݵ)Ҧʕː(Υ
ྫ)), an employee share platform and a limited partnership
established under the laws of the PRC on December 18,
2020 with Mr. Wang Yigang, an employee of our Company,
as executive partner
“Zhongke Y oucai” Zhongke Y oucai (Hainan) Science and Technology Center
(Limited Partnership) (Ꮄʑ(ی)Ҧʕː(Υ
ྫ)), an employee share platform and a limited partnership
established under the laws of the PRC on June 19, 2020 with
Ms. Zeng Duan, an employee of our Company, as executive
partner
“%” per cent
In this prospectus, the terms “associate”, “close associate”, “connected person”, “core
connected person”, “connected transaction”, “subsidiary” 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 Chinese laws and regulations, governmental authorities,
institutions, natural persons or other entities (including certain of our subsidiaries) have been
included in the prospectus in both the Chinese and English languages and in the event of any
inconsistency, the Chinese version shall prevail. English translations of company names and other
terms from the Chinese language are provided for identification purposes only.
DEFINITIONS
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This glossary of technical terms contains explanations of certain technical terms used
in this prospectus. As such, these terms and their meanings may not correspond to standard
industry meanings or usage of these terms.
“AAAI” Association for the Advancement of Artificial Intelligence,
an international non-profit scientific society founded in
1979 (originally as “American Association for Artificial
Intelligence”), dedicated to promoting research, education,
and the responsible use of artificial intelligence. AAAI
organises the annual AAAI Conference on Artificial
Intelligence — one of the top-tier academic conferences in
the AI field — facilitating global exchange between
researchers, practitioners, and policymakers in both
theoretical and applied AI.
“ACL” Association for Computational Linguistics, a premier
international scientific and professional society focused on
computational linguistics and natural language processing.
Its flagship conference (ACL Annual Meeting) is one of the
top tiers of peer-reviewed venues in NLP research.
“AI agent” or “agent” a software system designed to perform tasks autonomously
by interacting with its environment and making decisions to
achieve specific goals.
“API” Application Programming Interface, a set of rules,
protocols, and tools that allows different software
applications to communicate with each other.
“Benchmark Clients” Customers who have contributed an aggregate revenue of
more than RMB3.0 million in 2023, 2024 and 2025, or
customers who, despite not meeting this threshold, are
deemed strategically vital to our business.
“cross-modal” interactions or relationships between different modalities,
focusing on how information from one modality can be
mapped, translated, or aligned with another
“annotation” the process of labeling or tagging raw data (such as text,
images, audio, or video) with relevant information or
metadata to make it understandable and usable for machine
learning models. It is a critical step in supervised learning,
where models require annotated datasets to learn patterns
and make accurate predictions.
“data governance” the framework, policies, processes, and standards that
ensure the proper management of an organization’s data
assets. It focuses on defining roles, responsibilities, and
rules to ensure data quality, security, compliance, and
effective use of data across the organization.
GLOSSARY OF TECHNICAL TERMS
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“data management” the operational processes, tools, and technologies used to
collect, store, organize, maintain, and utilize data efficiently
and effectively throughout its lifecycle. It focuses on
ensuring that data is accessible, reliable, and available for
decision-making and operational use.
“dataset(s)” a structured collection of data that is organized into a
meaningful format, typically for analysis, training, or
processing by a machine learning algorithm.
“decision intelligence” the design, integration, and orchestration of advanced AI
technologies to systematically enhance, automate, and
explain complex decision-making processes.
“digital transformation” a fundamental process of integrating advanced digital
technologies and data-driven strategies into an organization.
This process aims to reshape operations, enhance customer
value of data, and drive competitive advantage by
leveraging digital tools to foster innovation and efficiency.
“EMNLP” Empirical Methods in Natural Language Processing, a
leading annual conference in natural language processing
and machine learning research, organized by ACL and its
SIGDA T group since 1996, recognized as one of the three
primary high impact NLP conferences globally.
“end-to-end” to describe a system or process that handles a complete task
from initial raw input to final output in a single, integrated
workflow, without requiring manual intervention or separate
intermediate stages. In the context of our AI services, this
often refers to our approach of utilizing a single, versatile
large model to perform a complex series of tasks that would
otherwise require a pipeline of multiple, specialized models.
“heterogeneous data” data that is comprised of various types, formats, or
structures, often originating from multiple sources. It
includes a mix of structured, semi-structured, and
unstructured data, such as combining numerical data from a
database with text from documents and images from a media
library.
“Knowledge Graph” a structured framework that represents knowledge in the
form of entities, their attributes, and the relationships
between them, enabling machines to understand and infer
information contextually. It enhances semantic
understanding, facilitates data integration from various
sources, and improves search relevance, making it crucial in
applications like search engines, artificial intelligence, and
data analytics.
GLOSSARY OF TECHNICAL TERMS
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“LLM” Large Language Model, a class of foundation AI models
trained via self supervised machine learning on extremely
large text datasets, capable of understanding and generating
human language for a wide range of natural language
processing tasks, especially text generation.
“multi-modal” pertaining to the ability of an AI system to simultaneously
process, understand, and reason with information from
multiple different data types (modalities), such as text,
images, audio, and video, within a single, unified framework
“Operator” a fundamental building block within an AI system or
workflow that performs a specific, predefined function.
Examples include a data ingestion operator, a data
transformation operator, or a model inference operator,
which can be combined to create complex AI applications.
“Pre-training” the initial phase of training a machine learning model,
particularly in natural language processing (NLP) and deep
learning. During this phase, a model is trained on a large
dataset to learn general patterns, representations, and
features of the data before being fine-tuned on a specific
task.
“structured data” information that is organized into a predefined format,
typically in rows and columns within relational databases or
spreadsheets, making it easily searchable and analyzable. It
adheres to a strict schema or data model, such as numerical,
categorical, or text values with clearly defined fields.
“supervised fine-tuning” a process in machine learning where a pre-trained model is
further trained using labeled data to specialize it for a
specific task. This method ensures the model learns patterns
and relationships from the labeled data to improve its
performance on the desired task.
“TMM” Testing Maturity Model, a structured framework, originally
developed by the Illinois Institute of Technology, for
assessing and improving the maturity of an organization’s
software testing processes. It comprises five defined levels
— from ad hoc test practices to optimized, tool supported,
defect prevention operations.
“unstructured data” information that does not have a predefined format or
organized structure, making it difficult to store and analyze
using traditional relational databases. It requires specialized
tools and techniques, such as natural language processing
(NLP) or machine learning, for effective analysis.
GLOSSARY OF TECHNICAL TERMS
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This prospectus includes forward-looking statements. All statements other than statements of
historical facts contained in this prospectus, including, without limitation, those regarding our
future financial position, our strategy, plans, objectives, goals, targets and future developments in
the markets where we participate or are seeking to participate, and any statements preceded by,
followed by or that include the words “believe,” “expect,” “estimate,” “predict,” “aim,” “intend,”
“will,” “may,” “plan,” “consider,” “anticipate,” “seek,” “should,” “could,” “would,” “continue,” or
similar expressions or the negative thereof, are forward-looking statements. These forward-looking
statements involve known and unknown risks, uncertainties and other factors, some of which are
beyond our control, which may cause our actual results, performance or achievements, or industry
results, to be materially different from any future results, performance or achievements expressed
or implied by the forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding our present and future business strategies and the environment in
which we will operate in the future. Important factors that could cause our actual performance or
achievements to differ materially from those in the forward-looking statements include, among
others, the following:
 general economic conditions, including those related to China;
 our business prospects and our ability to successfully implement our business plans and
strategies;
 future developments, trends and conditions in the AI industry and markets in which we
operate or into which we intend to expand;
 our capital expenditure plans;
 the actions and developments of our competitors;
 our financial condition and performance;
 our dividend policy;
 any changes in the laws, rules and regulations of the central and local governments in
China and other relevant jurisdictions and the rules, regulations and policies of the
relevant governmental authorities relating to all aspects of our business and our business
plans;
 changes or volatility in interest rates, foreign exchange rates, equity prices or other rates
or prices, including those pertaining to China and the AI industry and markets in which
we operate;
 various business opportunities that we may pursue; and
 capital market developments, changes in the global economic conditions and material
volatility in the global financial markets.
Additional factors that could cause actual performance or achievements to differ materially
include, but are not limited to, those discussed under “Risk Factors” and elsewhere in this
prospectus. We caution you not to place undue reliance on these forward-looking statements, which
reflect our management’s view only as of the date of this prospectus. We undertake no obligation
to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this prospectus might not occur. All forward-looking statements contained in
this prospectus are qualified by reference to the cautionary statements set out in this section.
FORW ARD-LOOKING STATEMENTS
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An investment in our Shares involves significant risks. Y ou should carefully consider
all of the information set out in this prospectus, including the risks and uncertainties
described below, before making an investment in our Shares. Particularly, we are a
Specialist Technology Company seeking to list on the Main Board of the Stock Exchange
under Chapter 18C of the Listing Rules. Our operations and the specialist technology
industry in which we operate involve certain risks and uncertainties, some of which are
beyond our control and may cause you to lose all your investments in our Shares.
The following is a description of what we consider to be our material risks. Our
business, financial condition and results of operations could be materially and adversely
affected by any of these risks and uncertainties. The trading price of our Shares could
decline due to any of these risks, and you may lose all or part of your investment. These
factors are contingencies that may or may not occur, and we are not in a position to express
a view on the likelihood of any such contingency occurring. The information given is as of
the Latest Practicable Date unless otherwise stated, will not be updated after the date
hereof, and is subject to the cautionary statements in “Forward-looking Statements.”
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
AI technologies are constantly evolving. If we fail to continuously innovate our technology and
provide useful solutions that meet the expectations of our customers, our business, financial
condition and results of operations may be materially and adversely affected.
The industries in which we operate are characterized by constant changes, including rapid
technological evolution, frequent introductions of new solutions, continual shifts in customer
demands and constant emergence of new industry standards and practices. To remain competitive,
we need to constantly anticipate the emergence of new technologies and assess their market
acceptance. We must also continue to stay abreast of the continuously evolving industry trends and
rapid technological developments. We have invested and intend to continue investing significant
resources in technologies to enhance our AI services. Nevertheless, we may not be able to leverage
new technologies effectively or adapt our AI services to meet user needs or emerging industry
standards, and our technological approach might not align with our future development plans or
even become obsolete if we are unable to adapt in a cost-effective and timely manner to changing
market conditions, whether for technical, legal, financial or other reasons. Our success will depend
partially on our ability to continuously identify, develop, acquire, protect or license advanced and
new technologies that are valuable to our AI services. Failure to do so could render our existing
solutions and services obsolete and unappealing, thereby adversely affecting our business prospects.
Moreover, uncertainties regarding the timing and nature of the development of AI services or
technologies, or modifications to existing solutions or technologies, could increase our research and
development expenses. Any failure to deliver effective results with our AI services could reduce the
demand for our AI services, result in user dissatisfaction, and adversely affect our business,
financial condition, results of operations and prospects.
If we do not successfully develop and deploy new technologies to address the needs of our
customers or if our significant investment in research and development does not yield the
expected results, our business, financial condition and results of operations may be materially
and adversely affected.
Our success depends on our ability to continuously innovate and develop new technologies,
solutions, features, and capabilities that address the rapidly evolving needs of our customers. We
invest substantial time and resources in research and development, with R&D expenses of
RMB179.5 million, RMB131.0 million, and RMB187.5 million in 2023, 2024 and 2025,
respectively, representing a significant portion of our total expenses. We expect these investments
to continue increasing as we strive to lead technological advancement and remain competitive.
RISK FACTORS
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However, research and development activities are inherently uncertain, and we may face
difficulties with software development, design, marketing, or implementation of new solutions.
There is no assurance that our investments will be successful, that customers will widely adopt our
new products or features, or that we will realize a return on our R&D expenditures. If we are unable
to upgrade our technologies in a cost-effective and timely manner, or if new technologies render our
offerings obsolete or unattractive, our ability to recover related costs could be limited.
In addition, our significant investments in R&D may negatively impact our profitability in the
short term and may not generate the results we expect. Failure to successfully commercialize our
research and development results, or to keep pace with rapid technological changes, could result in
a decline in our revenues, profitability, and market share, and could materially and adversely affect
our business, financial condition, and results of operations.
Any flaws or inappropriate usage of AI technologies, whether actual or perceived, whether
intended or inadvertent, whether committed by us or by other third parties, could have a
negative impact on our business, reputation and the general acceptance of AI services by
society.
AI technologies are still at a preliminary stage of development and are constantly evolving.
Flaws or deficiencies in AI technologies could undermine the accuracy and thoroughness of the
analysis and decisions made by our AI services. There can be no assurance that we will be able to
detect and remedy such flaws or deficiencies in a timely manner, or at all. If the analysis and
decisions that our AI services assist in producing are deficient or inaccurate, we could be subject
to potential legal liability, and ethical or reputational harm. Any flaws or deficiencies in our AI
technologies and solutions, whether actual or perceived, could materially and adversely affect our
business, reputation, results of operations and prospects.
Similar to many disruptive innovations, AI technologies present risks and challenges that
could affect user perception and public opinion. Any inappropriate, abusive or premature usage of
AI technologies, whether actual or perceived, whether intended or inadvertent, and whether by us
or by third parties, may dissuade prospective customers from adopting AI services, may impair the
general acceptance of AI services by society, attract negative publicity and adversely impact our
reputation. It may also violate applicable laws and regulations in China and other jurisdictions and
subject us to legal or administrative proceedings, pressures from activists or other organizations and
heightened scrutiny by regulators. Each of the foregoing events may in turn materially and
adversely affect our business, financial condition and results of operations.
We experienced customer and supplier concentration during the Track Record Period and
may continue to be exposed to the risk of such concentration in the future.
During the Track Record Period, our major customers were (i) media and multimedia
companies, (ii) government agencies, and (iii) commercial enterprises. Revenue generated from our
largest customer in each year or period during the Track Record Period accounted for 24.3%, 19.9%
and 19.1%, respectively, of our revenue for the respective year or period. Revenue generated from
our five largest customers in each year or period during the Track Record Period accounted for
48.0%, 32.5% and 37.6%, respectively, of our revenue for the respective year or period. Our major
suppliers are (i) providers of computing resources, (ii) providers of equipment and (iii) providers
of software services. Purchase costs from our largest supplier in each year or period during the
Track Record Period accounted for 7.1%, 8.0% and 8.0%, respectively, of our total purchases for
the respective year or period. Purchase costs from our five largest suppliers in each year or period
during the Track Record Period accounted for 25.4%, 26.8% and 24.0%, respectively, of our cost
of sales for the respective year or period. There is no guarantee that we will be able to maintain our
business relationship with our existing customers and suppliers or secure new contracts from them
in the future. If we are unable to secure projects of comparable contract value and quantity from
new customers, or obtain sufficient new business from existing customers in a timely manner or at
all, our business, results of operations and financial condition would be materially and adversely
RISK FACTORS
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affected, and it may cause material fluctuations in our revenue. In addition, should any of our major
customers delay or default in making payments to us or at all, our cash flow and financial position
would be adversely affected. Meanwhile, any significant increase in the prices charged by our
suppliers will increase our costs and may adversely affect our results of operations if we are not able
to pass on the increased costs to our customers in a timely manner or at all. The prices charged by
our suppliers may be affected by factors beyond our control, such as inflation, regulatory
developments and economic cycles. We cannot assure you that we will not experience any of the
above factors in the future.
Actual or alleged failure to comply with data privacy, cybersecurity, and AI-related laws and
regulations could damage our reputation, deter current and potential customers from using
our AI services, and subject us to significant legal, financial and operational consequences.
In recent years, government authorities across the world have been increasingly focusing on
privacy, data protection, and cybersecurity. In China, where our principal business operations are
based, the PRC government has enacted a series of laws, regulations, and governmental policies on
the protection of personal information, data security, cybersecurity, and AI governance in the past
few years. We and our business partners are subject to these laws and regulations, and as a result,
we are required to continuously upgrade our AI services and internal controls to help ensure
compliance with such requirements.
We cannot assure you that our measures will always be deemed sufficient under applicable
laws and regulations. Additionally, the effectiveness of our measures is subject to system failure,
interruption, inadequacy, security breaches or cyberattacks. If we are unable to comply with the
then-applicable laws and regulations, or to address any privacy, cybersecurity, or data protection
concerns, such actual or alleged failure could damage our reputation, deter current and potential
customers from using our AI solutions, and subject us to significant legal, financial and operational
consequences.
In addition to government regulation, privacy advocates and industry groups have proposed,
and may continue to propose, self-regulatory standards that may legally or contractually apply to
us, or which we may elect to follow. We expect that there will continue to be new laws, regulations,
and standards concerning cybersecurity, data protection, personal information protection, and AI
governance, and we cannot predict their impact on our business.
Any failure or perceived failure to comply with applicable cybersecurity, data security,
personal information protection, or AI governance laws, regulations, or standards could lead to
regulatory investigations or enforcement actions, resulting in fines, penalties, or operational
restrictions; negative publicity and reputational damage; legal proceedings initiated by government
authorities or affected parties; and loss of customer trust, all of which could materially and
adversely affect our business, financial condition, and results of operations.
Our business depends substantially on continuing efforts of our senior management and other
key personnel, as well as a competent pool of talents who support our existing operations and
future growth. If we are unable to retain, attract, recruit and train such personnel, our
business may be materially and adversely affected.
Our future success depends heavily on continuing efforts of our senior management, many of
whom are difficult to replace. In particular, we rely on the expertise, experience and vision of our
senior management, as well as other members of our senior management team. If any of our senior
management becomes unable or unwilling to continue to contribute his or her services to us, we may
not be able to replace such individual easily, or at all. As a result, our business may be severely
disrupted, and our financial condition and results of operations may be materially and adversely
affected.
RISK FACTORS
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Additionally, our future success also depends on our ability to attract, recruit and train a large
number of qualified employees and retain existing key employees. In order to compete for talents,
we may need to offer higher compensation, better training and more attractive career opportunities
and other benefits to our employees, which may be costly and burdensome. We cannot assure you
that we will be able to attract or retain a qualified workforce necessary to support our future growth.
Furthermore, any disputes between us and our employees or any labor-related regulatory or legal
proceedings may divert management and financial resources, negatively impact staff morale, reduce
our productivity, or harm our reputation and future recruiting efforts. In addition, our ability to train
and integrate new employees into our operations may not meet the demands of our growing
business. Any of the above issues related to our workforce may materially and adversely affect our
operations and future growth.
If we fail to retain existing customers, attract new customers or increase the spending by our
customers, our business and results of operations may be materially and adversely affected.
Our ability to renew or expand our customer base, as well as increase the spending by our
customers depends on a number of factors, including our ability to offer more intelligent solutions
that address the needs of our customers at competitive prices, the strength of our technologies, and
the effectiveness of our sales and marketing efforts. There is no assurance that our customers will
repurchase from us within a short period of time, or at all. As a result, we may fail to retain our
existing customers. If we fail to retain existing customers or attract new customers, we may not be
able to increase our revenue as quickly as we anticipate, or at all.
As we have been and will continue expanding our customer base and diversifying the
industries we cover, we may fail to provide customers with solutions that meet their specific
demands, and we may fail to provide customer support to the level expected by our customers. Such
failures could result in user dissatisfaction, decreased overall demand for our AI services and loss
of expected revenue. In addition, our inability to meet customer service expectations may damage
our reputation and could consequently limit our ability to retain existing customers and attract new
customers, which would materially and adversely affect our business and the results of operations.
A significant portion of our customers include PRC government entities or PRC state-owned
enterprises, which have more stringent data security requirements. If we fail to comply with
their requirements, or if our relationships with these customers deteriorate, our business could
be adversely affected.
Since our customers include PRC government entities and PRC state-owned enterprises,
which normally have more stringent data security requirements, the current measures may not be
effective in fulfilling their standard. For instance, our information systems could be breached
through hacking activities, or they could be leaked due to any theft or malfunction. Any change in
such laws, rules and regulations that impose more stringent data protection requirements could
affect our ability to process customers’ data or subject us to liability for the protection of such data.
In addition, we may not be able to perform our obligations under contracts with customers in a
satisfactory manner or at all, in particular customers with high data security requirements, due to
changes in our qualification, certification and/or eligibility to provide relevant services, which may
subject us to commercial disputes and other proceedings and liabilities, and affect our relationship
with such customers. Failure to protect customers’ information, any restriction on or liability as a
result of our process of data, or inability to continually provide services that meet such customers’
requirements could have a material adverse effect on our business and reputation.
RISK FACTORS
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If the data used by our customers are out of date, inaccurate or lacking credible information,
the performance of our AI services will be adversely affected, which could adversely impact
our business.
Low quality or inaccurate data could materially affect the performance of our AI services. We
cannot guarantee the accuracy and timeliness of the various sources of data that our customers use
in utilizing our AI services for various reasons. For example, since the information available may
be limited, the datasets for training our models may be out of date, inaccurate or lacking credible
information. In such events, our AI services may not be able to generate satisfactory results.
Consequently, there may be negative conceptions about our AI services, which could adversely
affect our reputation, business operations and financial performance.
Our AI services are complex and have a lengthy implementation process, and any failure of
our products to satisfy our customers or perform as desired could harm our business, results
of operations, and financial condition. Our business operations could be harmed by real or
perceived material defects or errors in our AI services.
Our AI services are complex and may be deployed in various network environments. Inability
to meet the unique needs of our customers may result in customer dissatisfaction and/or damage to
our reputation, which could harm our business. However, the proper use of our AI services requires
training of the customer and the ongoing after-sales services of our technical personnel over the
contract term. In addition, if our customers do not use our AI services correctly or as intended,
inadequate performance or outcomes may result. When our customers rely on our AI services to
assist in making important decisions, the incorrect or improper use or configuration of our products,
failure to properly train customers on how to efficiently and effectively use our products, or failure
to properly provide implementation, analytical, or maintenance services to our customers may result
in contract terminations or non-renewals, negative publicity, or legal claims against us.
Our use of open-source technology could impose limitations on our business operations.
We use open-source software in some of our AI services and expect to continue to use
open-source software in the future. Since the terms of many open-source licenses have not been
thoroughly interpreted by courts, there is a risk that these licenses could be construed in a way that
could impose unanticipated conditions or restrictions on our ability to commercialize our AI
services. In such an event, we may be required to seek licenses from third parties to continue
commercially offering our software, which could adversely affect our business and revenue. We
may also face allegations from others alleging ownership of, or seeking to enforce the terms of, an
open-source license, including by demanding release of the open-source software, derivative works,
or our proprietary source code that was developed using such software. Open-source software may
in future charge us for a fee, in which case our financial conditions will be burdened. In the cases
above, we may be required to make additional research efforts or switch to another open-source
software. Any requirement to re-engineer our R&D component or services could disrupt our
operations, cause delays to our development roadmap and divert R&D resources from other R&D
and operational objectives.
If we fail to obtain and maintain the requisite licenses and approvals required under the
regulatory environment applicable to our business, or if we are required to take actions that
are time-consuming or costly in order to obtain and maintain such licenses and approvals, our
business, financial condition and results of operations may be materially and adversely
affected.
Our business is subject to regulatory oversight by regulatory authorities where we operate. If
we fail to complete, obtain or maintain any of the required licenses or approvals or make the
necessary filings, we may be subject to various penalties, such as confiscation of the revenue that
was generated through the affected operations, the imposition of fines and the discontinuation or
restriction of our operations. Any such penalties may materially and adversely affect our business,
financial condition and results of operations.
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Our technology infrastructure may experience unexpected system failure, interruption,
inadequacy, security breaches or cyberattacks. Our reputation, business and results of
operations may be harmed by service disruptions or by our failure to timely and effectively
scale and adapt our existing technology and infrastructure.
Our technology infrastructure may encounter disruptions or other outages caused by problems
or defects in our own technologies and systems, such as malfunctions in software or network
overload. Our technology infrastructure may be vulnerable to damage or interruption caused by
telecommunication failures, power loss, human error or other accidents. Furthermore, our
infrastructure is also vulnerable to damages from fires, floods, earthquakes and other natural
disasters, power loss and telecommunications failures. Any network interruption or inadequacy that
causes interruptions to our operations, or failure to maintain the network and server or solve such
problems in a timely manner, could reduce our user satisfaction, which in turn could adversely
affect our reputation, business and financial condition.
The occurrence of unanticipated problems that affect our technology infrastructure could
result in interruptions in the availability of our AI services. It may be difficult for us to respond to
such interruptions in a timely manner, or at all. Such interruptions may affect the ability of
customers to use our AI services, which would damage our reputation, reduce our future revenues,
harm our future profits, subject us to regulatory scrutiny and lead our customers to seek alternative
solutions.
Our investments or acquisitions may have a material adverse effect on our business,
reputation, financial condition and results of operations.
As part of our business strategy, we may acquire or make investments in other companies,
products, or technologies to enhance the features and functionality of our AI services, and
accelerate the expansion of our network of strategic partners. We may not be able to find suitable
acquisition or investment candidates and we may not be able to complete acquisitions and
investments on favorable terms, if at all. If we do complete acquisitions and investments as we
expect, there is a risk that such transactions may ultimately not be successful. We may not
ultimately strengthen our competitive position or achieve our goals or realize the anticipated cost
savings, synergies, or operational efficiencies; and any acquisition and investment we complete
could be viewed negatively by customers or investors. In addition, we face significant integration
risks. If we fail to successfully integrate such acquisitions, or the technologies and personnel
associated with such acquisitions, into our Company, the revenue and operating results of the
combined company could be adversely affected.
Acquisitions and investments may disrupt our ongoing operations, divert management from
their primary responsibilities, subject us to additional liabilities, increase our expenses, and
adversely impact our business, financial condition, operating results, and cash flow. Furthermore,
we a reexposed to valuation risks, which may arise from overpaying for target companies, relying
on inaccurate valuation assumptions, or assuming undiscovered liabilities. We may not accurately
forecast the financial impact of an acquisition or investment transaction, including accounting
charges. We would have to pay cash, incur debt, or issue equity securities to pay for any such
acquisition and investment, each of which may affect our financial condition or the value of our
capital stock and could result in dilution to our shareholders. See “History and Corporate Structure
— Major Acquisitions, Disposals and Mergers.”
Our warranty policies may adversely affect our results of operations.
We offer warranty for our AI services for some of our customers. Warranty coverage varies
case by case depending on the AI services. We may also be required by law to adopt new or amend
existing warranty policies from time to time. However, these policies also subject us to additional
costs and expenses which we may not recoup through increased revenue. We cannot assure you that
our warranty policy will not be misused by our customers, which may significantly increase our
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costs and may materially and adversely affect our business and results of operations. If we revise
these policies to reduce our costs and expenses, our customers may be dissatisfied, which may result
in loss of existing customers or failure to acquire new customers at a desirable pace, which may
materially and adversely affect our results of operations.
Failure of our customers, suppliers and partners to meet their contractual obligations, or
penalties and their negative changes could adversely affect our business.
We have entered into various agreements and business relationships with customers, suppliers,
partners, and other third parties. The failure of these parties to meet their contractual obligations to
us could adversely affect our business. Disagreements or disputes with such parties could also lead
to delays, termination of research, development or commercialization activities involving our
technologies or products, or result in litigation or arbitration.
Moreover, some of our business partners, suppliers, customers, and other third parties may be
subject to regulatory penalties or legal liabilities due to their own noncompliance or infringement
of third-party rights. Such actions may directly or indirectly impact our business, financial
condition, results of operations, and reputation. We cannot assure you that we will be able to
identify or address all irregularities or noncompliance in the business practices of these parties in
a timely or effective manner. Any of the foregoing could materially and adversely affect our
business, financial condition, and results of operations.
Our limited insurance coverage could expose us to significant costs and business disruption.
We believe we maintain insurance policies in line with industry standards. We do not maintain
business interruption insurance, key-man life insurance or litigation insurance. Any uninsured
occurrence of business disruption, litigation or natural disaster, or significant damages to our
uninsured equipment or facilities could have a material adverse effect on our results of operations.
If we incur any loss that is not covered by our insurance policies, or the compensated amount is
significantly less than our actual loss, our business, financial condition and results of operations
could be materially and adversely affected. If such risk materializes, we may also suffer substantial
losses as we do not have insurance coverage.
RISKS RELATED TO THE COMMERCIALIZATION OF OUR AI SERVICES
We have a limited operating history, which may make it difficult to evaluate our current
business and predict our future performance.
We were founded in 2017 and our limited operating history makes it difficult to evaluate our
future prospects, including our ability to plan for future growth and to make profit. We may
encounter risks and difficulties frequently experienced by rapidly growing companies in constantly
evolving industries, including the risks described in this document. If we do not address these risks
successfully, our business may be harmed. Further, because we have limited historical financial data
and operate in a rapidly evolving market, any predictions about our future revenue and expenses
may not be as accurate as they would be if we had a longer operating history or operated in a more
predictable market.
We have limited experience in the commercialization of our AI services.
We have relatively limited experience in launching, commercializing, sales and marketing of
our AI services. For example, we have limited experience in building a commercial team,
conducting comprehensive market analysis, obtaining licenses and approvals, or managing the sales
force for our AI services. Therefore, our ability to successfully commercialize our new AI services
may involve more inherent risks, take longer, and cost more than it would if we were a company
with more experience in sales and marketing. In particular, the commercialization of new AI
services requires additional resources. The success of our sales and marketing efforts depends on
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our ability to attract, motivate and retain qualified and professional employees in our
commercialization team who have, among other things, adequate industry knowledge to
communicate effectively with industry professionals, sufficient experience in sales and marketing
of our cutting-edge AI services, and extensive industry connections with potential customers as well
as academic and research institutions. Furthermore, competition for experienced sales and
marketing personnel is intense. If we are unable to attract, motivate and retain a sufficient number
of qualified sales and marketing personnel to support our business, the commercialization of our AI
services may be adversely affected. Our business, results of operations, and prospects may also be
adversely affected if our investment and efforts to expand our sales force do not generate a
corresponding increase in revenue.
If we fail to efficiently manage the expansion of our business, our costs and expenses may
increase faster than planned, and we may not successfully attract a sufficient number of customers
in a cost-effective manner, respond timely to competitive challenges, provide quality services, or
otherwise execute our business strategies. A failure in any of these areas could make it difficult for
us to meet market expectations for our AI services, and could damage our reputation and business
prospects. Our inability to successfully manage our growth and expand our operations could have
a material and adverse effect on our business, financial condition, results of operations and
prospects.
We face intense competition in our markets, and we may lack sufficient financial or other
resources to maintain or improve our competitive position.
The markets for our AI services are very competitive, and we expect such competition to
continue or increase in the future. A significant number of companies are developing products that
currently, or in the future may, compete with some or all aspects of our AI services. We may not
be successful in convincing our potential customers to deploy our AI services in lieu of or other
competitive AI services. In addition, our competitors include large AI services providers, software
companies, and system integrators, and we may face competition from emerging companies as well
as established companies who have not previously entered this market. Additionally, we may be
required to make substantial additional investments in research, development, services, marketing,
and sales in order to respond to competition, and there can be no assurance that we will be able to
compete successfully in the future.
Our existing competitors have, and some of our potential competitors could have, substantial
competitive advantages such as:
 Greater name recognition, longer operating histories, and larger customer bases;
 Larger sales and marketing budgets and resources;
 Broader and deeper relationships with suppliers and customers;
 Larger and more mature intellectual property portfolios; and
 Greater financial, technical, and other resources to provide services, to make
acquisitions, and to develop and introduce new products and capabilities.
As a result, our competitors may be able to respond more quickly and effectively to new or
changing opportunities, technologies or customer requirements than we can. The above factors may
also result in continued pricing pressures, which may lead to price reductions in certain of our
services, and may materially and adversely affect our profitability and market share. Therefore,
even if our AI services are better than those of our competitors, current or potential customers may
accept competitive products or services in lieu of ours.
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If our expansion into new verticals is not successful, our business, prospects and growth
momentum may be materially and adversely affected.
We have developed industry-oriented AI services in multiple industry verticals, including but
not limited to media and publicity, social governance, and financial services area. In the future, we
may expand into more industry verticals which we are not familiar with and there is no guarantee
that such efforts will be successful or beneficial to us. For example, sales to a new customer have
often led to additional cost in marketing efforts such as when we try to tap into energy, healthcare,
publishing, and other industries. In addition, as we expand into new and emerging markets and some
heavily regulated industry verticals, we will likely face additional regulatory scrutiny, risks, and
burdens from the regulators which supervise those markets and industries. While this expansion
approach within new commercial markets and verticals has proven successful in the past, it is
uncertain we will achieve the same success in the future and our business, prospects and growth
momentum could be negatively impacted.
RISKS RELATING TO LEGAL AND COMPLIANCE REQUIREMENTS
Unauthorized use of our intellectual properties by third parties may harm our brands and
reputation, and the expenses incurred in protecting our intellectual property rights may
materially and adversely affect our business.
We regard our copyrights, trademarks, trade secrets and other intellectual properties as critical
to our success and rely on a combination of trademark and copyright laws, trade secrets protection,
restrictions on disclosure and other agreements that restrict the use of our intellectual properties to
protect these rights. We cannot assure you that these protection approaches can always effectively
prevent disclosure of confidential information and provide an adequate remedy in the event of
unauthorized disclosure of confidential information. In addition, third parties may independently
discover trade secrets and proprietary information, limiting our ability to assert any trade secret
rights against such parties. Policing unauthorized use of our proprietary technology, trademarks and
other intellectual property can be difficult and expensive, and litigation may be necessary to enforce
our intellectual property rights. Future litigation could result in substantial costs and diversion of
our resources and could disrupt our business, as well as materially and adversely affect our financial
condition and results of operations.
We may be subject to intellectual property infringement claims, which could be time-
consuming or costly to defend and may result in diversion of our financial and management
resources, and indemnity provisions in various agreements potentially expose us to substantial
liability for intellectual property infringement and other losses.
We cannot be certain that our operations or any aspects of our business do not or will not
infringe upon or otherwise violate trademarks, copyrights or other intellectual property rights held
by third parties. We may from time to time be subject to such proceedings and claims. We cannot
assure you that holders of patents purportedly relating to some aspect of our technology
infrastructure or business, if any such holders exist, would not seek to enforce such patents against
us in China or any other jurisdictions. Further, the application and interpretation of China’s patent
laws and the procedures and standards for granting patents in China are still evolving and may
change from time to time in the future, and we cannot assure you that PRC courts or regulatory
authorities would agree with our analysis. If we are found to have violated the intellectual property
rights of others, we may be subject to liability for our infringement activities or may be prohibited
from using such intellectual property, and we may incur licensing fees or be forced to develop
alternatives of our own. Defending against such infringement or licensing allegations and claims is
costly and time-consuming and may divert management’s time and other resources from our
business and operations, and the outcome of many of these claims and proceedings cannot be
predicted. If a judgment, a fine or a settlement involving a payment of a material sum of money
were to occur, or an injunctive relief was issued against us, it may result in significant monetary
liabilities and may materially disrupt our business and operations by restricting or prohibiting our
use of the intellectual property in question, and our business, financial position and results of
operations could be materially and adversely affected.
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We could be adversely affected as a result of any sales we make to certain countries that are,
or become subject to, sanctions administered by the United States, the European Union, the
United Kingdom, the United Nations, Australia and other relevant sanctions authorities.
The United States and other jurisdictions or organisations, including the European Union, the
United Kingdom, the United Nations and Australia, have, through executive order, passing of
legislation or other governmental means, implemented measures that impose economic sanctions
against such countries or against targeted industry sectors, groups of companies or persons, and/or
organisations within such countries.
During the Track Record Period, we have provided information and AI services related to
media data sharing, and network service maintenance to certain customers that have been
designated by the BIS to the Entity List, including one customer that has also been designated by
OFAC as an SDN. Please refer to “Regulatory Overview — Sanction Laws and Regulations —
U.S.” for the sanctions and export control regulations applicable to such customer. The Provision
of “material assistance” to the said customer (and any entity owned by it at 50% or greater level)
could create exposure under U.S. secondary sanctions. Based on review of all our transaction
records since April 24, 2019, the transactions were denominated in RMB, with the transactions
involving the aforementioned SDN customer totalling approximately RMB5.3 million, including
approximately RMB0.7 million during the Track Record Period. As advised by our International
Sanctions Legal Advisors, given the nature of the transactions involving the said customer,
including that we were not engaged in any exports or transactions of any items subject to the EAR
to the said customer and the export control restrictions applicable to the said customer being
designated on the Entity List maintained by the BIS were not implicated and as such, these
transactions do not represent a violation of the International Sanctions and U.S. export controls.
Furthermore, in light of the transactions with the said customer and the fact that all such
transactions were of relatively small amount and did not involve any U.S. person, U.S. processing
banks or any other U.S. nexus, as advised by our International Sanctions Legal Advisor, it is
unlikely for our Group to be viewed as provision material assistance to the said customer and hence
it is unlikely that such transactions will induce the exercise of discretionary authority under
secondary U.S. sanctions. We have completed all contracts and have not undertaken any further
business with this customer, as of December 2024 and also taken actions to enhance our internal
control measures to prevent future occurrence. These actions include implementing a
comprehensive group-wide sanctions compliance policy that aligns with global standards; adopting
enhanced screening and due diligence procedures for all new and existing counterparties, including
customers, suppliers, and partners; and providing training to our senior management and key
employees to ensure a thorough understanding of the relevant policies and their obligations.
During the Track Record Period, we procured certain PRC ICs chips that meet the parameters
for the control under ECCN 3A090 from an affiliated entity of Supplier B, one of our top five
suppliers in 2023 and 2024, respectively. On May 13, 2025, the BIS issued a Guidance on
Application of General Prohibition 10 (“ GP10 ”) to PRC Advanced-Computing ICs (“ Guidance ”),
alerting industry to the risks of using PRC advanced computing ICs and warning that the use of such
PRC advanced computing ICs risks violating U.S. export controls and may subject companies to
BIS enforcement action. As advised by our International Sanctions Legal Advisor, our historical
procurements of the aforementioned procured chips before May 13, 2025 when we had no
knowledge that such chips are subject to presumption of GP10 restrictions is unlikely to represent
a violation of the relevant GP10 rule BIS quoted because the “knowledge” element is not
established.
We had not made any subsequent procurement of any chips meeting the ECCN 3A090
parameter specified in the Commerce Control List since the issuance of the Guidance (i.e., on or
after May 13, 2025). We held no inventory balance of the aforementioned chips as of December 31,
2025. Furthermore, none of our AI models have met the “parameters” of AI models trained utilizing
10^26 or more “operations”, as specified under the ECCN 4E091 in the Commerce Control List.
Other than the use of the aforementioned procured chips, we have not utilized any U.S. technology,
items or involves any transfer, exports, or sales of any products subject to the EAR, during the Track
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Record Period. None of the aforementioned procured chips was used in any provision of services
or any transactions with any of the customers that have been designated by the BIS to the Entity
List. Therefore, as advised by our International Sanctions Legal Advisors, the historic procurement
of these PRC 3A909 ICs chips do not represent a violation of the applicable U.S. export controls.
To mitigate export control risks, we have implemented a supply chain localization strategy to
maintain compliance as to procurement. Our Directors are of the view, we can source chip models
at comparable price and quality under our supply chain localization strategy, and such supply chain
diversification does not have material adverse impact to our financial performance, business
operation or product offering, based on (i) during the Track Record Period, over 90% of our AI
inference and training tasks during our business were conducted based on third-party cloud
computing resources; we are not dependent on hardware or hardware suppliers in carrying out our
research and development and other operations; (ii) for the portion of our tasks currently not
handled by cloud resources, we have located and already completed the adaptation for our major AI
services to run viable domestic chip models sourced under our supply chain localization strategy;
(iii) the domestic chip models sourced under our supply chain localization strategy are adequate in
providing commercially viable solutions for our needs. As a result, the price-to-performance ratio
for our specific use cases in our operations is generally comparable under our current procurement
portfolio. We will continue to utilize flexible cloud computing resources and implement a
diversified procurement strategy to reduce reliance on any single hardware supplier. However, we
cannot guarantee that future changes in U.S. export control laws or other regulatory actions will not
impose restrictions on other GPUs and hardware which intend to source, which could limit our
access to critical computing resources. Any such restrictions may adversely impact our R&D
capabilities, operational efficiency, and competitiveness.
Outbound Investment Restrictions
On August 9, 2023, the U.S. President issued Executive Order 14105 Addressing United States
Investments in Certain National Security Technologies and Products in Countries of Concern (the
“Order ”), which identifies the PRC (including Hong Kong and Macau) as a country of concern.
Pursuant to this Order, the U.S. Department of the Treasury issued the Outbound Investment
Security Program (“ OISP ”) regulations, which became effective on January 2, 2025. The OISP
regulations, among other things, prohibit U.S. Persons from engaging in certain transactions with,
and require notification for other transactions with, “Covered Foreign Persons”. A “Covered
Foreign Person” is generally defined as a “Person of a Country of Concern” that engages in a
“Covered Activity”.
We have engaged Hogan Lovells International LLP , our International Sanctions Legal
Advisor, to advise us on the implications of the OISP regulations on our Group. We have provided
and certified certain factual information to our International Sanctions Legal Advisor regarding our
Group’s business and operations, based on which, our International Sanctions Legal Advisor has
advised that our Group should be considered a “Person of a Country of Concern” because the
Company is headquartered in China, which is designated as a “country of concern”.
Notwithstanding that our Group designs and develops “AI systems”, our artificial intelligence
system is not designed for any end use, such as military end use, government intelligence or mass
surveillance end use, or for the use of cybersecurity applications, digital forensic tools, penetration
test tools, or the controls of robotic systems, which are listed and restricted under § 850.217
(d)(1)-(2) or § 850.224 (j)(1)-(2) for activities subjection to restrictions related to the artificial
intelligence system sector of the Final Rule, nor trained with a restricted quantity of computing
power under the Final Rule (i.e., trained using a quantity of computing power greater than 10^23
computational operations or more), and as advised by our International Sanctions Legal Advisor
based on its interpretations of the OISP regulations, we are not a “Covered Foreign Person” under
the OISP regulations, because our Group comprises “Persons of a Country of Concern” that are not
engaged in any “Covered Activities”. Therefore, investments in our Group, including by U.S.
Persons in the Global Offering and transaction of shares after listing, are not expected to be subject
to the prohibition or notification requirements under the OISP regulations.
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As advised by our International Sanctions Legal Advisor, no publicly available precedent
exists for application of the OISP regulations by Treasury or any court or other regulatory, judicial
or other legal authority, and regulations are subject to change or repeal at any time, including by
the U.S. President, the U.S. Treasury Department, or the U.S. Congress, particularly given the
recent change in the U.S. presidential administration. Any evolution in our activities or the
applicable regulations could change the above analysis.
Sanctions and export control laws and regulations are constantly evolving, and new persons
and entities are regularly added to the list of sanctioned persons. Further, new requirements or
restrictions could come into effect which might increase the scrutiny on our business or result in one
or more of our business activities being deemed to have violated sanctions or export controls. We
cannot provide any assurance that our future business will be free of sanctions or export controls
risks or that our business will conform to the expectations and requirements of the authorities of
U.S. or any other jurisdictions. Our business and reputation could be adversely affected if the
authorities of U.S., the EU, the U.K., the UN, Australia or any other jurisdictions were to determine
that any of our future activities constitutes a violation of the sanctions or export controls that they
impose or provides a basis for a sanctions designation of us.
Confidentiality agreements and non-compete covenants with employees and other third
parties may not adequately prevent the disclosure of trade secrets and other proprietary
information.
We have devoted substantial resources to the development of our intellectual property and
know-how. Although we enter into employment agreements with confidentiality, non-compete
covenants and intellectual property ownership clauses with our employees, we cannot assure you
that these agreements will not be breached, that we will have adequate remedies for any breach in
time or at all, or that our proprietary technology, know-how or other intellectual property will not
otherwise become known to third parties. Similarly, if we recruit employees who breached
confidentiality, non-compete covenants with their prior employers, we may become subject to
claims that such employees have improperly used or disclosed trade secrets or other proprietary
information in violation of their confidentiality, non-compete covenants in a way that benefits us.
In addition, others may independently discover trade secrets and proprietary information, limiting
our ability to assert any proprietary rights against such parties. Costly and time-consuming
litigation could be necessary to enforce and determine the scope of our proprietary rights, and
failure to obtain or maintain trade secret protection could adversely affect our competitive position.
We may be subject to penalties if any failure to register for and/or make adequate
contributions to social insurance and housing provident fund for our employees as required by
the PRC regulations.
Pursuant to relevant PRC laws and regulations, employers are obligated to directly and duly
contribute to the social insurance and housing provident fund for their employees. During the Track
Record Period, we have not paid social insurance and housing provident fund contributions for
certain of our employees in full amount in accordance with laws and regulations related to social
insurance and housing provident funds. In addition, our newly acquired subsidiary, Xinhua Mobile
Group, did not make full contributions to social insurance and housing provident funds for certain
employees as required under the relevant PRC laws and regulations. In addition, since Xinhua
Mobile Group has not established a local branch in certain cities, it is unable to open social
insurance and housing fund accounts for certain employees based in these cities and entrusts
third-party agency to pay social insurance and housing fund contributions under the name of Xinhua
Mobile Group. As advised by our PRC Legal Advisor, pursuant to applicable PRC laws and
regulations, if an employer fails to make social insurance contributions in full, the relevant
authorities could order the employer to pay, within a prescribed time limit, the outstanding amount
with an additional late payment penalty at the daily rate of 0.05%, and if the employer fails to make
the overdue contributions within such time limit, a fine equal to one to three times the outstanding
amount may be imposed. Additionally, pursuant to applicable PRC laws and regulations, if the
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employer fails to register and establish an account for housing provident fund contributions, the
authority could order the employer to correct it within a prescribed time limit, where failure to do
so at the expiration of the time limit shall result in a fine of not less than RMB10,000 nor more than
RMB50,000 being imposed. Where an employer is overdue in the payment and deposit of, or
underpays, the housing provident fund, the authority could order it to make the payment and deposit
within a prescribed time limit, and where the payment and deposit has not been made after the
expiration of the time limit, an application may be made to a court in China for compulsory
enforcement.
Furthermore, the Interpretation II of the Supreme People’s Court of Issues Concerning the
Application of Law in the Trial of Labor Dispute Cases (΁ቇ
༆ᙑ(ɚ)) (the “New Judicial Interpretation”) was enacted by the Supreme People’s
Court on July 31, 2025 and effective as of September 1, 2025. According to the New Judicial
Interpretation, if the employer and its employee agree or the employee undertakes that social
insurance contributions need not be paid, the People’s Court shall deem such agreement or
undertaking invalid. Furthermore, where the employer fails to pay social insurance contributions in
accordance with the applicable laws, and the employee seeks to terminate the labor contract and
claims economic compensation from the employer pursuant to the Labor Contract Law of the PRC,
the People’s Court shall support such claims. See “Regulatory Overview — Regulations Relating
to Employment and Social Security” for details. Our PRC Legal Advisor has advised us that the
New Judicial Interpretation does not expand the scope of penalties or repeal the provisions of
existing laws and regulations and the risk of us being materially affected by the issue of social
insurance and housing provident fund payment is relatively low, provided that we pay the unpaid
amount for social insurance and housing provident fund in full amount in a timely manner if we
receive notices to rectify the non-compliance from the relevant PRC authorities.
We cannot assure you that we have complied or will be able to comply with all labor-related
law and regulations including those relating to obligations to make full social insurance payments
and contribute to the housing provident funds. If we are deemed to have violated relevant labor laws
and regulations, we could be required to provide additional compensation to our employees and our
financial condition and results of operations may be adversely affected.
We may be involved in legal proceedings and commercial disputes, which could have a
material adverse effect on our business, financial condition and results of operations.
We may be subject to claims and various legal and administrative proceedings, and, as a result,
penalties and new claims may arise in the future. In addition, agreements we entered into sometimes
include indemnification provisions which may subject us to costs and damages in the event of a
claim against an indemnified third party.
Regardless of the merit of particular claims, legal and administrative proceedings, such as
litigations, injunctions and governmental investigations, may be expensive, time-consuming or
disruptive to our operations and distracting to management. In recognition of these considerations,
we may enter into new or further licensing agreements or other arrangements to settle litigation and
resolve such disputes. No assurance can be given that such agreements can be obtained on
acceptable terms or that litigation will not occur. These agreements may also significantly increase
our operating expenses.
New legal or administrative proceedings and claims may arise in the future and the current
legal or administrative proceedings and claims we face are subject to inherent uncertainties. If one
or more legal or administrative matters were resolved against us or an indemnified third party for
amounts in excess of our management’s expectations or certain injunctions are granted to prevent
us from using certain technologies in our AI services, our business and financial conditions could
be materially and adversely affected. Further, such an outcome could result in significant
compensatory or punitive monetary damages, disgorgement of revenue or profits, remedial
corporate measures, injunctive relief or specific performance against us that could materially and
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adversely affect our financial condition and operating results. For further details regarding our legal
proceedings and compliance matters, see the sections headed “Business — Legal Proceedings and
Compliance” and “Business — Licenses, Permits and Certificates.”
We face certain risks relating to the properties that we lease, which may disrupt our
operations and relocation costs.
As of the Latest Practicable Date, we leased and occupied 25 properties across Beijing,
Shanghai, Shenzhen and other cities in China with an aggregate gross floor area of approximately
11,043 square meters, which are mainly used as office space. Any limitations on the leased
properties, or lessors’ title to such properties, may impact our use of the offices, or in extreme cases,
result in relocation, which may in turn adversely affect our business operations.
Pursuant to applicable PRC laws and regulations, all lease agreements are required to be
registered with the local land and real estate administration bureau. As of the Latest Practicable
Date, 19 of our leased properties in China had not been registered with the relevant PRC
government authorities. Although failure to do so does not in itself invalidate the leases, we may
be subject to fines if we fail to rectify within the prescribed time period after receiving notices from
the relevant PRC government authorities. The penalty ranges from RMB1,000 to RMB10,000 for
each unregistered lease, at the discretion of the relevant authority. In the event that any fine is
imposed on us for our failure to register our lease agreements, we may not be able to recover such
losses from the lessors.
As of the Latest Practicable Date, the actual land use of one of our leased properties was
office, which is inconsistent with the approved land use as specified in their land use right
certificate. If the owners of these properties are required by relevant authorities to rectify such land
use, we may have to relocate and bear relocation costs and other additional expenses.
RISKS RELATING TO OUR FINANCIAL PERFORMANCE
We have experienced, and in the future may continue to experience, net operating cash
outflows and an increase in trade receivables and prepayments, other receivables and other
assets, which could expose us to liquidity risks.
In 2023, 2024 and 2025, we had net cash outflows from operating activities of RMB182.8
million, RMB134.9 million, and RMB188.0 million, respectively. For a detailed analysis of our net
cash outflows from operating activities, see “Financial Information — Liquidity and Capital
Resources — Cash Flows.” Our operating cash outflow was largely due to the increases in trade and
bills receivables and increases in our prepayments, other receivables, and other assets. A large
portion of our current assets consists of trade receivables. As of December 31, 2023, 2024 and 2025,
our trade and bills receivables totaled RMB123.6 million, RMB167.7 million and RMB248.3
million, respectively, accounting for 17.1%, 21.9% and 32.9% of our total current assets,
respectively. Our trade and bills receivables continued to increase were primarily due to: (i) the
general growth of our AI services, the customers of which were mostly post-paid; and (ii) our
strategies to offer long collection period to new customers, particularly for customers which operate
in commercial enterprises use case. The large amount of trade receivables may expose us to
liquidity risks when we are unable to collect these payments. The current portion of our
prepayments, other receivables and other assets, amounted to RMB17.3 million, RMB28.2 million
and RMB56.6 million as of December 31, 2023, 2024 and 2025, respectively. They primarily
consisted of advances to our suppliers and other tax recoverable. If our business continued to
expand in the future, we may be required to provide more prepayment and deposits to suppliers,
which burdens our liquidity.
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We are subject to credit risks related to our trade and bills receivables and prepayments, other
receivables and other assets. If we fail to collect trade receivables from our customers in a
timely manner, our business, results of operations, and financial condition may be materially
and adversely affected.
During the Track Record Period, our trade and bills receivables continued to increase. As of
December 31, 2023, 2024 and 2025, our trade and bills receivables totaled RMB123.6 million,
RMB167.7 million and RMB248.3 million, respectively. During the Track Record Period, we
generally grant our customers a credit period ranging from three days to six months. During the
Track Record Period, there were no material changes to the general credit terms offered to our
customers. In 2023, 2024 and 2025, our trade and bills receivables turnover days were 148 days,
178 days and 200 days, respectively. We recorded loss allowance for impairment of trade and bills
receivables of RMB6.3 million, RMB13.1 million and RMB16.1 million as of December 31, 2023,
2024 and 2025, respectively. Furthermore, we may experience low subsequent settlement rates of
our trade receivables. We face the risk of prolonged collection cycles caused by the seasonal nature
of our customers’ payment practices, including their internal annual budgeting processes. There is
no assurance that our customers will settle their outstanding balances promptly or at all, and we
cannot assure you that all our customers are creditworthy and will not default on us in the future.
As a result, we are exposed to credit risk in relation to our trade receivables. As we plan to continue
expanding our business, we cannot guarantee that our trade receivables will not continue to increase
in the future, which may adversely affect our liquidity.
Our prepayments, other receivables and other assets, amounted to RMB21.1 million,
RMB30.8 million and RMB59.7 million as of December 31, 2023, 2024 and 2025, respectively.
There is no guarantee that suppliers and other third parties will perform their obligations or do so
in a timely manner, and we are subject to credit risk in relation to prepayments, other receivables
and other assets. We cannot assure you that our past provisioning practice in connection with our
trade receivables and prepayments, other receivables and other assets will not change in the future
or that our provision levels will be sufficient to cover defaults in these line items. If we need to
make additional impairment allowances in the future, our business, cash flows, and results of
operations may be adversely affected.
Seasonality may cause fluctuations in our results of operations.
Our revenue, operating results and other key operating and performance metrics are subject
to seasonal fluctuations and generally experience an increase during the second half of the year,
particularly in the fourth quarter. Typically, since the financial year of most of our enterprise
customers and government customers ends on December 31 of the calendar year, our sales peak in
the fourth quarter and most of our revenue are generated in this period, because our customers
generally complete the inspection and recognition of progress of projects by the fourth quarter. Our
quarterly results may not be comparable to the corresponding periods of prior years, and you may
not be able to predict our annual results of operations based on a quarter-to-quarter comparison of
our results of operations. Due to our limited operating history, the seasonal trends that we have
experienced in the past may not fully apply to, or be fully indicative of, our future operating results.
If our growth rate declines or seasonal spending becomes more pronounced, seasonality could have
a material impact on our revenue, cash flow and operating results from period to period.
We have incurred significant net losses and recorded operating cash outflows during the Track
Record Period, and may not be able to achieve or subsequently maintain profitability in the
near future.
Since our inception, we have incurred net losses. In 2023, 2024 and 2025, we had losses for
the year of RMB259.8 million, RMB157.1 million and RMB166.3 million, respectively. We may
continue to incur net losses in the short term, as we are in the stage of expanding our business and
operations in the rapidly growing AI market and are continuously investing in research and
development. We may not be able to achieve or subsequently maintain profitability in the near
future. We believe that our future revenue growth will depend on, among other factors, our ability
RISK FACTORS
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to develop new technologies, enhance customer experience, establish effective commercialization
strategies, effectively and successfully compete, and develop new products. Accordingly, you
should not rely on the revenues of any prior period as an indication of our future performance. Our
costs and expenses may continue to increase in future periods, as we continue to expand our
business and operations and invest in research and development activities. In addition, we expect
to incur substantial costs and expenses as a result of being a public company. If we are unable to
generate adequate revenues and manage our expenses, we may continue to incur significant losses
and may not be able to achieve or subsequently maintain profitability.
We recorded net cash used in operating activities of RMB182.8 million, RMB134.9 million,
and RMB188.0 million in 2023, 2024 and 2025, respectively. See “Financial Information —
Liquidity and Capital Resources — Cash Flows.” We cannot assure you that we will be able to
generate positive cash flows from operating activities in the future. If we continue to record net
operating cash outflows in the future, our working capital may be constrained, which may adversely
affect our financial condition. Our future liquidity primarily depends on our ability to maintain
adequate cash inflows from our operating activities and adequate external financing such as offering
and issuing securities, and/or other sources such as external debt, which may not be available on
terms favorable or commercially reasonable to us or at all. If we fail to obtain sufficient funding
in a timely manner and on reasonable terms, or at all, we will be in default of our payment
obligations and may not be able to expand our business. As a result, our business, results of
operations and financial condition may be adversely affected.
We may not be able to sustain our historical growth rates or to keep pace with the overall
growth of the AI market in China. If we fail to manage future growth effectively, our business,
financial condition, results of operations, and reputation could be materially and adversely
affected.
We have achieved significant growth during the Track Record Period, with our total revenue
increasing by 27.3% from RMB249.7 million in 2023 to RMB317.8 million in 2024, and further by
27.5% to RMB405.3 million in 2025. However, our historical growth rates may not be indicative
of future performance, and there is no assurance that we will be able to sustain similar growth going
forward. Our future growth may be affected by a variety of factors, including China’s overall
economic conditions, the pace of digitalization and adoption of AI technologies, advances in the AI
industry, the availability of skilled AI experts, enterprise awareness and willingness to deploy AI
applications, our ability to innovate and invest in technology, attract and retain customers, deliver
value through our services, and manage costs and operating leverage.
In addition, the market for our AI services is rapidly evolving. According to CIC, the size of
China’s enterprise AI market reached RMB391.8 billion in 2025 and is expected to exceed RMB950
billion by 2030, representing a CAGR of 19.5%. However, there is no assurance that our growth will
keep pace with the overall growth of the AI market in China. Our ability to achieve comparable
growth is subject to a number of factors, including, among others, our capacity to continuously
develop and enhance our AI services, the potential for flaws or misuse of AI technologies by third
parties, our ability to protect our intellectual property rights, and our continued success in
commercializing our AI services. Any failure with respect to these or other factors could materially
and adversely affect our business and financial performance, and may cause us to lag behind the
broader development of the AI market in China.
We have received substantial government subsidies annually due to the PRC government’s
support of the AI industry. These subsidies may be changed or eliminated in the future.
Due to the PRC government’s support of the AI industry, we benefit from government
economic incentives. We recognized government grants and subsidies of RMB24.3 million,
RMB22.2 million, and RMB45.2 million as other income in 2023, 2024 and 2025, respectively.
However, the timing, amount and conditions of government economic incentives are within the
discretion of governmental authorities. In addition, governmental authorities may require us to
perform certain contractual obligations before we could receive government subsidies. However,
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there can be no assurance that we could fully satisfy these conditions or perform such obligations,
and it is possible that such governmental authorities may stop subsidizing us. Any reduction,
elimination, repayment or other negative trend in economic incentives resulting from our failure to
perform such obligations could adversely affect our business, financial condition, results of
operations and prospects.
RISKS RELATING TO THE GLOBAL OFFERING
There has been no prior public market for our H Shares and there can be no assurance that
an active market would develop or be sustained after the Global Offering. Y ou may not be able
to resell our H Shares at or above the price you pay, or at all.
Prior to the completion of the Global Offering, there has been no public market for our H
Shares. There can be no guarantee that an active trading market for our H Shares will develop or
be sustained after the completion of the Global Offering. The Offer Price is the result of
negotiations between our Company, the Overall Coordinators (for themselves and on behalf of the
Underwriters), which may not be indicative of the price at which our H Shares will be traded
following completion of the Global Offering. The market price of our H Shares may drop below the
Offer Price at any time after completion of the Global Offering.
Y ou will incur immediate and substantial dilution upon the purchase of our Shares, and may
experience further dilution if we issue additional shares in the future.
The Offer Price of the Offer Shares is higher than the net tangible asset value per H Share
immediately prior to the Global Offering. Therefore, purchasers of the Offer Shares in the Global
Offering will experience an immediate dilution in pro forma consolidated net tangible asset value.
There can be no assurance that if we were to immediately liquidate after the Global Offering, any
assets will be distributed to Shareholders after the creditors’ claims. To expand our business, we
may consider offering and issuing additional Shares in the future. Purchasers of the Offer Shares
may experience dilution in the net tangible asset value per Share of their Shares if we issue
additional Shares in the future at a price which is lower than the net tangible asset value per Share
at that time.
We have granted, and may continue to grant, share-based awards, which may further increase
our share-based payments expenses, adversely affect our financial performance, and dilute
existing Shareholders’ stake.
We recorded share-based payments expenses of RMB74.3 million, RMB41.9 million, and
RMB44.5 million in 2023, 2024 and 2025, respectively. We believe such share-based awards are
important to our ability to attract, retain and motivate our key individuals, and we may continue to
grant share-based awards in the future. As a result, our share-based payment expenses may increase,
which may further increase our share-based payments expenses, adversely affect our financial
performance, and dilute existing Shareholders’ stake.
Future sales or market perception of sales of a substantial number of our H Shares on the
public market could adversely affect the trading price of our H Shares.
The market price of our H Shares could decline as a result of future sales of a substantial
number of our H Shares or other securities relating to our H Shares in the public market, or the
issuance of new shares or other securities, or the perception that such sales or issuances may occur.
Future sales, or anticipated sales, of substantial amounts of our securities, including any future
offerings, could also materially and adversely affect our ability to raise capital at a specific time and
on terms favorable to us. In addition, our shareholders may experience dilution in their holdings if
we issue more securities in the future. New shares or share-linked securities issued by us may also
confer rights and privileges that take priority over those conferred by the H Shares.
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Y ou should read the entire prospectus carefully and should not rely on any information
contained in press, media or internet regarding us and the Global Offering.
We strongly caution you not to rely on any information contained in press articles or other
media regarding us and the Global Offering. Prior to the publication of this prospectus, there has
been press and media coverage regarding us, our business, our industry and the Global Offering.
There may be additional media coverage regarding us, our business, our industry and the Global
Offering subsequent to the date of this prospectus but prior to the completion of the Global
Offering. Such press and media coverage may include references to certain information that does
not appear in this prospectus, including certain operating and financial information and projections,
valuations and other information. None of us or any other person involved in the Global Offering
has authorized the disclosure of any such information in the press or media and none of us accepts
any responsibility for any such press or media coverage or the accuracy or completeness of any such
information or publication. We make no representation as to the appropriateness, accuracy,
completeness or reliability of any such information or publication. To the extent that any such
information is inconsistent or conflicts with the information contained in this prospectus, we
disclaim responsibility for it and you should not rely on such information.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable
research about our business, the market price for our Shares and trading volume could
decline.
The trading market of our H Shares may be influenced by research reports that industry or
securities analysts publish about us or our business. If one or more analysts who cover us
downgrade our H Shares or publish negative opinions about us, the market price of our H Shares
would likely decline regardless of the accuracy of the information. If one or more of these analysts
cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the
financial markets, which, in turn, could cause the market price or trading volume of our H Shares
to decline.
Certain information and statistics in this prospectus are derived from official government
sources.
This prospectus contains information and statistics relating to the artificial intelligence
industry, our business operations, and the markets in which we operate, which are derived from
third-party sources, including official government sources. While we believe such sources are
appropriate and have taken reasonable care in extracting and reproducing such data, the information
from official government sources has not been independently verified by us, the Sole Sponsor or
any other parties involved in the Global Offering. We cannot guarantee the accuracy, completeness
or reliability of such information and statistics from official government sources. Data collection
and analysis methods used in such sources may be flawed, inconsistent or outdated, and the
underlying assumptions may differ from those adopted in other markets or by other sources. As
such, such information or statistics presented in this prospectus may not be comparable to similar
statistics published elsewhere, and should not be unduly relied upon when making investment
decisions.
We cannot assure you that we will declare and distribute any amount of dividends in the
future, and you may have to rely on price appreciation of our Shares for returns on your
investment.
We intend to retain most, if not all, of our available funds and any future earnings to fund the
development and growth of our business. As a result, we have not yet adopted a dividend policy
with respect to future dividends. Therefore, you should not rely on an investment in our Shares as
a source for any future dividend income.
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Our Board has the discretion to pay interim dividends and to recommend to shareholders to
pay final dividends. Even if our Board decides to declare and pay dividends, the timing, amount and
form of future dividends, if any, will depend on, among other things, our future results of operations
and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by
us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed
relevant by our Board. Accordingly, the return on your investment in our Shares will likely depend
entirely upon any future price appreciation of our Shares. There is no guarantee that our Shares will
appreciate in value or even maintain the price at which you purchased the Shares. Y ou may not
realize a return on your investment in our Shares, and you may even lose your entire investment in
our Shares.
Holders of our H Shares may be subject to PRC income tax on dividends from us or on any
gain realized on the transfer of our H Shares.
Non-Chinese resident individual holders of H Shares whose names appear on the register of
members of H Shares (“Non-Chinese Resident Individual Holders”), are subject to Chinese
individual income tax on dividends received from us. Pursuant to the Circular on Questions
Concerning the Collection of Individual Income Tax Following the Repeal of Guo Shui Fa [1993]
No. 045 (Guo Shui Han [2011] No. 348) (਷೼೯[1993]045੻೼ᅄ၍
ٝ(਷೼Ռ[2011]348 ໮)) dated June 28, 2011 and issued by the State Tax Administration
(the “SA T”), the tax rate applicable to dividends paid to Non-Chinese Resident Individual Holders
of H Shares varies from 5% to 20% (usually 10%), depending on whether there is any applicable
tax treaty between China and the jurisdiction in which the Non-Chinese Resident Individual Holder
of H Shares resides, as well as the tax arrangement between China and Hong Kong. Non-Chinese
Resident Individual Holders who reside in jurisdictions that have not entered into tax treaties with
the PRC are subject to a 20.0% withholding tax on dividends received from us. In addition, under
the Individual Income Tax Law of the PRC (جthe “Individual Income
Tax Law”) and its implementation regulations, Non-Chinese Resident Individual Holders of H
Shares are subject to individual income tax at a rate of 20% on gains realized upon the sale or other
disposition of H Shares. However, pursuant to the Circular Declaring that Individual Income Tax
Continues to be Exempted over Income of Individuals from Transfer of Shares (ୃ
ٝissued by the Ministry of Finance and the SA T on March 30,
1998, gains of individuals derived from the transfer of listed shares of enterprises may be exempt
from individual income tax. As of the Latest Practicable Date, none of the aforesaid provisions had
expressly provided whether individual income tax shall be levied from non-mainland China resident
individual holders on the transfer of shares in mainland China resident enterprises listed on overseas
stock exchanges.
Under the Enterprise Income Tax Law of the PRC (جthe “EIT
Law”) and its implementation regulations, a non-Chinese resident enterprise is generally subject to
enterprise income tax at a rate of 10% with respect to its income sourced from China, including
dividends received from a Chinese company and gains derived from the disposition of equity
interest in a Chinese company. This rate may be reduced under any special arrangement or
applicable treaty between China and the jurisdiction in which the non-Chinese resident enterprise
resides. Pursuant to the Circular on Questions Concerning Withholding of Enterprise Income Tax
for Dividends Distributed by Resident Enterprises in China to Non-resident Enterprises Holding
H-shares of the Enterprises (Guo Shui Han [2008] No. 897) (͏ΆุΣྤ̮H͏
ٝ(਷೼Ռ[2008]897 ໮)) promulgated by the
SA T on November 6, 2008, we intend to withhold tax at 10% from dividends payable to
non-Chinese resident enterprise holders of H Shares (including HKSCC Nominees). Non-Chinese
resident enterprises that are entitled to be taxed at a reduced rate under an applicable income tax
treaty or arrangement will be required to apply to the Chinese tax authorities for a refund of any
amount withheld in excess of the applicable treaty rate, and payment of such refund will be subject
to the Chinese tax authorities’ approval.
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In preparation for the Global Offering, our Company has applied for the following waivers
from strict compliance with the relevant provisions of the Listing Rules.
W AIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 and 19A.15 of the Listing Rules, our Company must have sufficient
management presence in Hong Kong, which normally means that at least two of our executive
Directors must ordinarily reside in Hong Kong. Given that (i) our business operations are
principally located, managed and conducted in the PRC and will continue to be principally based
in the PRC; (ii) most of our Group’s executive Directors and senior management team principally
reside in the PRC and will continue to reside in the PRC; and (iii) the management and operation
of our Group have mainly been under supervision of the executive Directors of our Company and
senior management, who are principally responsible for the overall management, corporate strategy,
planning, business development and control of our Group’s business, we do not have, and do not
contemplate in the foreseeable future that we will have sufficient management presence in Hong
Kong for the purpose of satisfying the requirement under Rule 8.12 and Rule 19A.15 of the Listing
Rules.
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 Stock Exchange. Accordingly, pursuant to Rule
19A.15 of the Listing Rules, we have applied for, and the Stock Exchange has granted us, a waiver
from strict compliance with Rule 8.12 of the Listing Rules, subject to the following conditions to
maintain regular and effective communication between the Stock Exchange and ourselves:
(a) Authorized Representatives: We have appointed Dr. Luo and Mr. Lam Kang Chi (“ Mr.
KC Lam ”) as our authorized representatives (“ Authorized Representatives ”) for the
purpose of Rule 3.05 of the Listing Rules. The Authorized Representatives will act as
our principal channel of communication with the Stock Exchange and would be readily
contactable by the Stock Exchange, and if required, will be able to meet with the Stock
Exchange to discuss any matters in relation to our Company within a reasonable period
of time.
(b) Directors: 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) promptly at all times.
To enhance communication between the Stock Exchange, our Authorized
Representatives and our Directors, we have implemented the following measures: (a)
each Director will provide his/her mobile telephone number, office phone number,
e-mail address and/or facsimile number (to the extent applicable) to the Authorized
Representatives; (b) in the event that a Director expects to travel or is otherwise out of
office, he or she will provide the telephone number of the place of his or her
accommodation to the Authorized Representatives; and (c) we have provided the
telephone number, e-mail address and/or facsimile number of each Director to the Stock
Exchange. Each of our other Directors who does not ordinarily reside in Hong Kong
possesses or can apply for valid travel documents to visit and will be able to meet with
the Stock Exchange within reasonable period of time.
(c) Compliance Advisor: We have appointed Fosun International Capital Limited as our
compliance advisor (“ Compliance Advisor ”) pursuant to Rule 3A.19 of the Listing
Rules, who will provide us with professional advice on continuing obligations under the
Listing Rules and act as our additional channel of communication with the Stock
Exchange during the period from the Listing Date to the date on which our Group
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 Date. The Compliance Advisor will
be available to answer inquiries from the Stock Exchange.
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W AIVER IN RESPECT OF JOINT COMPANY SECRETARIES
Rule 8.17 of the Listing Rules provides that our Company must appoint a company secretary
who satisfies the requirements under Rule 3.28 of the Listing Rules.
According to Rule 3.28 of the Listing Rules, our Company must appoint an individual, who,
by virtue of his/her academic or professional qualifications or relevant experience, is, in the opinion
of the Stock Exchange, capable of discharging the functions of company secretary.
Pursuant to Note 1 to Rule 3.28 of the Listing Rules, the Stock Exchange considers the
following academic or professional qualifications to be acceptable:
(a) a member of The Hong Kong Chartered Governance Institute;
(b) a solicitor or barrister (as defined in the Legal Practitioners Ordinance (Chapter 159 of
the Laws of Hong Kong)); and
(c) a certified public accountant (as defined in the Professional Accountants Ordinance
(Chapter 50 of the Laws of Hong Kong)).
In addition, pursuant to Note 2 to Rule 3.28 of the Listing Rules, in assessing “relevant
experience”, the Stock Exchange will consider the individual’s:
(a) length of employment with the issuer and other issuers and the roles he/she played;
(b) familiarity with the Listing Rules and other relevant laws and regulations including the
SFO, Companies Ordinance, Companies (Winding Up and Miscellaneous Provisions)
Ordinance and the Takeovers Code;
(c) relevant training taken and/or to be taken in addition to the minimum requirement under
Rule 3.29 of the Listing Rules; and
(d) professional qualifications in other jurisdictions.
We have appointed Mr. Ma Li (“ Mr. Ma ”) and Mr. KC Lam, as the joint company secretaries
of our Company. See “Directors and Senior Management — Joint Company Secretaries” for further
biographical details of Mr. Ma and Mr. KC Lam.
Mr. KC Lam is a fellow member of The Hong Kong Chartered Governance Institute. He fully
meets the qualification requirements stipulated under Rule 3.28 of the Listing Rules and is in
compliance with Rule 8.17 of the Listing Rules.
Accordingly, while Mr. Ma does not possess the qualification required of a company secretary
under Rule 3.28 of the Listing Rules, we have applied to the Stock Exchange for, and the Stock
Exchange has granted, a waiver from strict compliance with the requirements under Rules 3.28 and
8.17 of the Listing Rules on the basis of the arrangements below:
(a) Mr. Ma will endeavor to attend relevant training courses, including briefings on the
latest changes to the relevant applicable Hong Kong laws and regulations and the Listing
Rules which will be organized by our Hong Kong legal advisors on an invitation basis
and seminars organized by the Stock Exchange for listed issuers from time to time;
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(b) both Mr. Ma and Mr. KC Lam have confirmed that each of them will be attending a total
of no less than 15 hours of training courses on the Listing Rules, corporate governance,
information disclosure, investors relation as well as the functions and duties of the
company secretary of a Hong Kong listed issuer during each financial year as required
under Rule 3.29 of the Listing Rules;
(c) Mr. KC Lam will assist Mr. Ma to enable him to acquire the relevant experience (as
required under Rule 3.28 of the Listing Rules) to discharge the duties and
responsibilities as our company secretary;
(d) Mr. KC Lam will communicate regularly with Mr. Ma on matters relating to corporate
governance, the Listing Rules and any other laws and regulations which are relevant to
our Company and its affairs. Mr. KC Lam will work closely with, and provide assistance
to, Mr. Ma in the discharge of his duties as a company secretary, including organizing
our Board meetings and Shareholders’ general meetings;
(e) upon expiry of Mr. Ma’s initial term of appointment for an initial period of three years
from the Listing Date as the company secretary of our Company, our Company will
evaluate his experience in order to determine if he has acquired the qualifications
required under Rule 3.28 of the Listing Rules, and whether on-going assistance should
be arranged so that Mr. Ma’s appointment as the company secretary of our Company
continues to satisfy the requirements under Rules 3.28 and 8.17 of the Listing Rules;
(f) our Company has appointed Fosun International Capital Limited as its Compliance
Advisor pursuant to Rule 3A.19 of the Listing Rules which will act as the additional
communication channel with the Stock Exchange and provide professional guidance and
advice to our Company and Mr. Ma as to the compliance with the Listing Rules and all
other applicable laws and regulations; and
(g) the waiver will be revoked with immediate effect if there are material breaches of the
Rules 3.28 and 8.17 of the Listing Rules by our Company or if Mr. KC Lam cease to
provide assistance to Mr. Ma during the waiver period.
Before the end of the three-year period, we shall liaise with the Stock Exchange to revisit the
situation in the expectation that we should then be able to demonstrate to the Stock Exchange’s
satisfaction that Mr. Ma, having had the benefit of Mr. KC Lam’s assistance for three years, would
then have acquired the relevant experience within the meaning of Note 2 to Rule 3.28 of the Listing
Rules so that a further waiver would not be necessary.
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DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This prospectus includes particulars given in compliance with the Companies (Winding Up
and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), the Securities
and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) and the
Listing Rules for the purpose of giving information to the public with regard to our Group. Our
Directors (including any proposed director who is named as such in this prospectus) collectively
and individually accept full responsibility for the accuracy of the information contained in this
prospectus and confirm, having made all reasonable enquiries, 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 this prospectus or any statement herein misleading.
FILING PROCEDURES WITH THE CSRC
We filed with the CSRC for the application to list our H Shares on the Stock Exchange and
the Global Offering on June 27, 2025. The CSRC subsequently confirmed our completion of filing
application procedures on March 24, 2026. In completing such filing, the CSRC accepts no
responsibility for our financial soundness, nor for the accuracy of any of the statements made or
opinions expressed in this prospectus. No other filings are required to be completed before the
listing of the H Shares on the Stock Exchange.
UNDERWRITING AND INFORMATION ON THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering, which
forms part of the Global Offering. For applicants under the Hong Kong Public Offering, this
prospectus set out the terms and conditions of the Hong Kong Public Offering.
The listing of our H Shares on the Stock Exchange is sponsored by the Sole Sponsor and the
Global Offering is managed by the Overall Coordinator. 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
Coordinator (for itself and on behalf of the Hong Kong Underwriters) and us. The International
Offering is managed by the Overall Coordinator. The International Underwriting Agreement is
expected to be entered into on or around Wednesday, June 24, 2026.
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 Sponsor-Overall Coordinator, the Overall Coordinator, the Global Coordinator, the
Bookrunner, the Lead Manager, the CMI, the Underwriters, any of their respective directors, agents,
employees or advisors or any other party involved in the Global Offering.
Neither the delivery of this prospectus nor any offering, sale or delivery made in connection
with the Offer Shares should, under any circumstances, 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.
Details of the structure of the Global Offering, including its conditions, are set out in
“Structure of the Global Offering”, and the procedures for applying for the Hong Kong Offer Shares
are set out in “How to Apply for Hong Kong Offer Shares”.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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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/her/its acquisition of Offer Shares to, confirm that he/she/it is aware of the
restrictions on offers and sales of the Offer Shares described in this prospectus.
No action has been taken to permit a public offering of the 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 H 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.
APPLICATION FOR LISTING OF THE H SHARES ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the listing of, and permission to deal in, the H
Shares in issue and to be issued pursuant to the Global Offering (including any H Shares which may
be issued pursuant to the exercise of the Pre-IPO Share Option and the Over-allotment Option) and
the Conversion of Domestic Sharers into H Shares, on the basis that, among other things, we satisfy
the requirement under Rule 18C.03 of the Listing Rules as a Commercial Company (as defined in
the Listing Rules) with reference to our expected market capitalization at the time of Listing, which,
based on the Offer Price, exceeds HK$6 billion.
Except that we have applied for the Listing to the Stock Exchange, no part of our Company’s
share capital or loan capital is listed on or dealt in on any other stock exchange and no such listing
or permission to list is being or proposed to be sought in the near future. All Offer Shares will be
registered on our H Share Registrar in order to enable them to be traded on the Stock Exchange.
COMMENCEMENT OF DEALINGS IN THE H SHARES
Dealings in the H Shares on the Stock Exchange are expected to commence at 9:00 a.m. (Hong
Kong time) on Friday, June 26, 2026. The H Shares will be traded in board lots of 200 H Shares
each. The stock code of the H Shares will be 1956.
Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Chapter 32 of the Laws of Hong Kong), any allotment made in respect of any
application will be invalid if the listing of, and permission to deal in, the H Shares on the Stock
Exchange is refused before the expiration of three weeks from the date of the Global Offering, or
such longer period (not exceeding six weeks) as may, within the said three weeks, be notified to our
Company by the Stock Exchange.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
If the Stock Exchange grants the approval for the listing of, and permission to deal in, the H
Shares and we comply with the stock admission requirements of HKSCC, the H Shares will be
accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with
effect from the Listing Date or any other date as determined by HKSCC. Settlement of transactions
between participants of the Stock Exchange is required to take place in CCASS on the second
settlement day after any trading day. All activities under CCASS are subject to the General Rules
of HKSCC and the HKSCC Operational Procedures in effect from time to time. Investors should
seek the advice of their stockbroker or other professional advisor for details of the settlement
arrangement as such arrangements may affect their rights and interests. All necessary arrangements
have been made to enable the H Shares to be admitted into CCASS.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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PROFESSIONAL TAX ADVICE RECOMMENDED
Y ou should consult your professional advisors if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding or disposing of, and/or dealing in the H Shares
or exercising any rights attached thereto. We emphasize that none of us, the Sole Sponsor, the
Sponsor-Overall Coordinator, the Overall Coordinator, the Global Coordinator, the Bookrunner, the
Lead Manager, the CMI, the Underwriters, any of our or their respective directors, officers or
representatives or any other person involved in the Global Offering accepts responsibility for any
tax effects or liabilities resulting from your subscription, purchase, holding or disposing of, or
dealing in, the H Shares or your exercise of any rights attached to the H Shares.
H SHARE REGISTER AND STAMP DUTY
All of the H Shares issued pursuant to applications made in the Hong Kong Public Offering
will be registered on our H Share register of members to be maintained in Hong Kong by our H
Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th
Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. Our principal register of
members will be maintained by us at our headquarters in the PRC. Dealings in the H Shares
registered on our H Share register of members will be subject to Hong Kong stamp duty. See
“Statutory and General Information — 5. Other Information — H. Taxation of Holders of H Shares”
in Appendix VI. For further details of Hong Kong stamp duty, please seek professional tax advice.
DIVIDENDS PAYABLE TO HOLDERS OF H SHARES
Unless determined otherwise by the Company, dividends payable in Hong Kong dollars in
respect of our H Shares will be paid to the Shareholders as recorded on the H Share register of the
Company in Hong Kong and sent by ordinary post, at the Shareholders’ risk, to the registered
address of each Shareholder.
Cash dividends to domestic investors of H-share “Full Circulation” shall be distributed
through CSDC. An H-share listed company shall transfer RMB cash dividends to the designated
bank account of the Shenzhen subsidiary of CSDC, who shall complete the clearing of cash
dividends by distributing the cash dividends to investors through domestic securities companies.
EXCHANGE RATE CONVERSION
Solely for your convenience, this prospectus contains translations among certain amounts
denominated in Renminbi, Hong Kong dollars and U.S. dollars.
Unless otherwise specified, amounts denominated in Hong Kong dollars and Renminbi have
been translated, for the purpose of illustration only, into U.S. dollars in this prospectus at the
following exchange rates:
HK$1.00: RMB0.8705
US$1.00: RMB6.8198
US$1.00: HK$7.8345
The US$ to RMB and HK$ to RMB exchange rates were quoted by the China Foreign
Exchange Trade System and National Interbank Funding Center of the People’s Bank of China
prevailing on June 8, 2026.
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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ROUNDING
Certain amounts and percentage figures included in this prospectus have been subject to
rounding adjustments, or have been rounded to a set number of decimal places. Accordingly, figures
shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them.
Any discrepancies in any table or chart in this prospectus between totals and sums of amounts listed
therein are due to rounding.
LANGUAGE
If there is any inconsistency between the English version of this prospectus and the Chinese
translation of this prospectus, the English version of this prospectus shall prevail unless otherwise
stated. However, if there is any inconsistency between the names of any of the entities mentioned
in the English version of this prospectus which are not in the English language and their English
translations, the names in their respective original language shall prevail.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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DIRECTORS
Name Address Nationality
Executive Directors
Wang Lei ( ˮᆾ) No. 302, 3rd Floor
Gate 1, Building 3
Zaojun Lane West
Haidian District
Beijing, China
Chinese
Luo Yin ( ᖯˏ) Room 1409, Building 1
Shuangyushu Lane West
Haidian District
Beijing, China
Chinese
Qu Baoyu ( Ϝᘒ͗) 402, 4th Floor
Door 2, Building 4
No. 5 Qinghe
Xiaoying East Road
Haidian District
Beijing, China
Chinese
Cao Jia (࢕Room 201, Unit 6, Building 16
Changsheng Garden, District 2
Changping Town,
Changping District
Beijing, China
Chinese
Zhang Xina (ࢆ6-104, 1/F, No. 334 Zhongguancun
Haidian District
Beijing, China
Chinese
Non-executive Director
Zhou Jun (ࠏRoom 502, Unit 1
Building 70, Huayan Lane North
Chaoyang District
Beijing, China
Chinese
Independent non-executive
Directors
Xu Huansheng (ᛇ͛) Flat H, 26th Floor
Block 5B, Cullinan West
28 Sam Mong Road
Sham Shui Po, Kowloon
Chinese
Gu Fenling (ޛ901, Unit 4
Floor 9, Building 5
No. 2 Y ueyuan District
Fengtai District
Beijing, China
Chinese
Jiang Xianling (ޛNo. 2102, Building 115
Wangjing Garden
Chaoyang District
Beijing, China
Chinese
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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PARTIES INVOLVED IN THE GLOBAL OFFERING
Sole Sponsor and Sponsor-Overall
Coordinator
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Overall Coordinators China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road
Central
Hong Kong
China Galaxy International Securities
(Hong Kong) Co., Limited
20/F Wing On Centre
111 Connaught Road
Central
Hong Kong
Joint Global Coordinators China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road
Central
Hong Kong
China Galaxy International Securities
(Hong Kong) Co., Limited
20/F Wing On Centre
111 Connaught Road
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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TFI Securities and Futures Limited
16/F, Two Pacific Place
88 Queensway
Admiralty
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower
One Hennessy
1 Hennessy Road
Hong Kong
CCB International Capital Limited
12/F, CCB Tower
3 Connaught Road Central
Central
Hong Kong
Futu Securities International (Hong Kong)
Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
CMB International Capital Limited
45/F, Champion Tower
3 Garden Road
Central
Hong Kong
Joint Bookrunners China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road
Central
Hong Kong
China Galaxy International Securities
(Hong Kong) Co., Limited
20/F Wing On Centre
111 Connaught Road
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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TFI Securities and Futures Limited
16/F, Two Pacific Place
88 Queensway
Admiralty
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower
One Hennessy
1 Hennessy Road
Hong Kong
CCB International Capital Limited
12/F, CCB Tower
3 Connaught Road Central
Central
Hong Kong
Futu Securities International (Hong Kong)
Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
CMB International Capital Limited
45/F, Champion Tower
3 Garden Road
Central
Hong Kong
Tiger Brokers (HK) Global Limited
23/F Li Po Chun Chambers
189 Des V oeux Road
Central
Hong Kong
Livermore Holdings Limited
Unit 1214A, 12/F Tower II
Cheung Sha Wan Plaza
833 Cheung Sha Wan Road
Kowloon
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Joint Lead Managers China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
ABCI Securities Company Limited
10/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
China Galaxy International Securities
(Hong Kong) Co., Limited
20/F Wing On Centre
111 Connaught Road Central
Hong Kong
TFI Securities and Futures Limited
16/F, Two Pacific Place
88 Queensway
Admiralty
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower
One Hennessy
1 Hennessy Road
Hong Kong
CCB International Capital Limited
12/F, CCB Tower
3 Connaught Road Central
Central
Hong Kong
Futu Securities International
(Hong Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
CMB International Capital Limited
45/F, Champion Tower
3 Garden Road
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Tiger Brokers (HK) Global Limited
23/F
Li Po Chun Chambers
189 Des V oeux Road Central
Hong Kong
Livermore Holdings Limited
Unit 1214A, 12/F
Tower II Cheung Sha Wan Plaza
833 Cheung Sha Wan Road
Kowloon
Hong Kong
Capital Market Intermediaries China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road
Central
Hong Kong
ABCI Securities Company Limited
10/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
China Galaxy International Securities
(Hong Kong) Co., Limited
20/F Wing On Centre
111 Connaught Road Central
Hong Kong
TFI Securities and Futures Limited
16/F, Two Pacific Place
88 Queensway
Admiralty
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower
One Hennessy
1 Hennessy Road
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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CCB International Capital Limited
12/F, CCB Tower
3 Connaught Road Central
Central
Hong Kong
Futu Securities International (Hong Kong)
Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
CMB International Capital Limited
45/F, Champion Tower
3 Garden Road
Central
Hong Kong
Tiger Brokers (HK) Global Limited
23/F
Li Po Chun Chambers
189 Des V oeux Road Central
Hong Kong
Livermore Holdings Limited
Unit 1214A, 12/F
Tower II Cheung Sha Wan Plaza
833 Cheung Sha Wan Road
Kowloon
Hong Kong
Legal Advisors to our Company As to Hong Kong and U.S. laws:
King & Wood
13/F, Gloucester Tower
The Landmark
15 Queen’s Road Central
Hong Kong
As to PRC law:
King & Wood
18th Floor, East Tower
World Financial Center
1 Dongsanhuan Zhonglu
Chaoyang District
Beijing, China
As to U.S. regulatory laws and International
Sanctions laws:
Hogan Lovells International LLP
11th Floor, One Pacific Place
88 Queensway
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Legal Advisors to the Sole Sponsor
and the Underwriters
As to Hong Kong and U.S. laws:
Baker & McKenzie
14th Floor, One Taikoo Place
979 King’s Road
Quarry Bay
Hong Kong
As to PRC law:
ALLBRIGHT LA W OFFICES
11, 12/F, Shanghai Tower
No. 501 Middle Yincheng Road
Pudong New Area
Shanghai, China
Reporting Accountants and
Independent Auditor
Ernst & Y oung
Certified Public Accountants
Registered Public Interest Entity Auditor
27/F One Taikoo Place
979 King’s Road
Quarry Bay, Hong Kong
Industry Consultant China Insights Industry Consultancy Limited
10/F, Block B
Jing’an International Center
88 Puji Road
Jing’an District
Shanghai, PRC
Receiving Bank CMB Wing Lung Bank Limited
45 Des V oeux Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Registered Office Room 717, 7th Floor
Building 9, North 4th Ring Road West
Haidian District
Beijing, China
Head Office and Principal Place of Business
in the PRC
Room 717, 7th Floor
Building 9, North 4th Ring Road West
Haidian District
Beijing, China
Principal Place of Business in Hong Kong 40/F, Dah Sing Financial Centre
248 Queen’s Road East
Wanchai, Hong Kong
Company’s Website www.wenge.com
(The information contained in the website does
not form part of this prospectus)
Joint Company Secretaries Ma Li ( ৵ɢ)
Room 717, 7th Floor
Building 9, North 4th Ring Road West
Haidian District
Beijing, China
Lam Kang Chi (ᄡ)
(FCG, HKFCG)
40/F, Dah Sing Financial Centre
248 Queen’s Road East
Wanchai, Hong Kong
Authorized Representatives Luo Yin ( ᖯˏ)
Room 1409, Building 1
Shuangyushu Lane West
Haidian District
Beijing, China
Lam Kang Chi (ᄡ)
(FCG, HKFCG)
40/F, Dah Sing Financial Centre
248 Queen’s Road East
Wanchai, Hong Kong
Audit Committee Gu Fenling (ޛ)Chairperson)
Xu Huansheng (ᛇ͛)
Jiang Xianling (ޛ)
Remuneration Committee Xu Huansheng (ᛇ͛) (Chairperson)
Jiang Xianling (ޛ)
Qu Baoyu ( Ϝᘒ͗)
Nomination Committee Jiang Xianling (ޛ)Chairperson)
Wang Lei ( ˮᆾ)
Xu Huansheng (ᛇ͛)
CORPORATE INFORMATION
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Compliance Advisor Fosun International Capital Limited
Suite 2101-2105
21/F, Champion Tower
3 Garden Road
Central
Hong Kong
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
CORPORATE INFORMATION
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The information and statistics set out in this section of this prospectus were extracted
from different official government publications, available sources from public market
research and other sources from independent suppliers, and from the independent industry
report prepared by China Insights Consultancy Limited (“CIC”). We engaged CIC to
prepare an independent industry report in connection with the Global Offering (the “CIC
Report”). The information from official government sources has not been independently
verified by us, the Sole Sponsor, the Sponsor-Overall Coordinator, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the CMIs, the Underwriters or any other party involved in the Global Offering,
and no representation is given as to its accuracy. Accordingly, the information from official
government sources contained herein may not be accurate.
OVERVIEW OF CHINA’S ENTERPRISE AI MARKET
AI, as the core driver of today’s intelligent world, is reshaping human society. AI integrates
a range of core technologies that enable machines to understand, learn, and make decisions. These
technologies, among others, include machine learning algorithms that help AI identify patterns from
dataset; natural language processing for interpreting and generating human language; computer
vision for analyzing images and video, etc.
The AI industry value chain consists of upstream AI infrastructure providers, midstream AI
solution and service providers, and downstream end-users. Infrastructure providers supply
computing power, storage and other core components essential for AI development. AI solution and
service providers focus on the development of AI models and platforms, and deliver solutions and
services to end-users across a wide range of industries, such as finance, healthcare, manufacturing,
retail, transportation, media, and public sectors, among others.
Based on different application scenarios and end-user needs, AI can be categorized into
enterprise-level AI and individual-user AI. Enterprise-level AI, tailored for complex and large-scale
enterprise use, not only helps organizations to efficiently handle sophisticated tasks, but also equips
them with data-driven insights, logical reasoning and low-bias decision-making capabilities. This
empowers organizations to solve a wide range of complex problems with greater precision and
speed, thereby improving both the efficiency and quality of social productivity.
China is at the forefront of global AI development. The country remains a key innovator in
the era of large models and is home to a number of AI companies with world-leading technologies.
Chinese enterprises also demonstrate a high level of adoption and willingness to invest in AI,
making China one of the largest enterprise AI markets in the world. The size of China’s enterprise
AI market reached RMB391.8 billion in 2025 and is expected to exceed RMB950 billion by 2030,
reflecting a CAGR of 19.5%, according to CIC.
INDUSTRY OVERVIEW
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Size of China’s AI market, 2021-2030E
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
RMB Billion CAGR
18.5% 19.5%
2021-2025 2025-2030E
198.7 225.5 256.4
316.0
391.8
466.6
555.2
661.0
787.3
954.1
Source: CIC
Challenges to Enterprises in the AI Era
The potential for AI to transform both the public and private sectors is significant. However,
transformational efforts are often hindered by substantial operational challenges, including:
 Enterprise Data Are Not Ready for AI Utilization . Modern organizations possess large
volumes of unstructured, multi-modal data, which is frequently siloed and not structured
for effective AI utilization. The primary challenge is to transform fragmented enterprise
data into a unified data store that is semantically coherent and contextually rich, which
is essential for training advanced models and enabling reliable decision-making.
 General-Purpose Models Do Not Meet Enterprise-Specific Needs . While general-
purpose large models offer broad capabilities, they often lack the domain-specific
knowledge required for enterprise applications. Adapting these models to address
specific industry terminologies, complex operational workflows and regulatory
requirements present a significant challenge. As a result, deployment of AI in specialized
sectors requires significant resources and expertise.
 Decision Intelligence Does Not Provide Critically Needed Capabilities in Context-Rich
Settings . While AI has advanced information processing and content generation abilities,
enterprises require decision intelligence capabilities such as strategic planning and
explainable reasoning in complex scenarios. The lack of a unified framework for
integrating real-time data, domain knowledge, and model capabilities currently limits
effective support for complex business decision-making.
OVERVIEW OF CHINA’S ENTERPRISE LARGE MODEL MARKET
Large Models are the New Paradigm of AI
In 2012, deep learning laid the foundation for the widespread commercialization of AI
services. The field achieved another milestone breakthrough at the end of 2022, as “large models”
rapidly became a globally recognized concept. Large models refer to high-capacity AI trained on
vast datasets, which significantly enhance machines’ ability to accurately capture and understand
complex semantic relationships, bringing their semantic understanding and generation capabilities
closer to the human level.
With rapid technological advancement in recent years, the boundaries of large model
capabilities have extended far beyond natural language processing. Today, they can handle not only
text but also other modalities of data such as images, videos and audio.
INDUSTRY OVERVIEW
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Compared to traditional AI that relies on pre-defined features and are usually designed to
address specific tasks, large models offer the following significant advantages and have emerged as
the new paradigm of AI:
Understanding Complex Semantics and Generating Fluent Natural Language: Large
models, with billions of parameters, can detect and extract subtle, hard-to-detect patterns and
relationships from massive datasets. This enables them to comprehend complex semantics, such as
emotions and contextual nuances. They can also generate fluent natural language, achieving
human-level performance in text coherence, grammatical accuracy, and semantic consistency. As a
result, large models are bridging the gap between machine and human understanding, expression,
and cognition.
Multi-modal Data Processing: Large models can be pre-trained on multi-source,
heterogeneous data, and construct a unified semantic space. Common data types include text,
images, audio, and video, often combined in multimodal training. The sources generally fall into
three categories: (i) publicly available datasets, such as Common Crawl, RedPajama-Data,
Wikipedia, or open academic corpora; (ii) licensed, curated or domain-specific datasets obtained
from data vendors to improve quality and reduce bias; and (iii) synthetic or augmented data
generated by existing models to expand training diversity. This allows large models to accurately
understand complex, multi-modal information and generate coherent outputs that match multi-
modal contexts, advancing perception and cognitive abilities for machines.
Comprehensive General Knowledge Coverage: Traditional AI are often constrained by the
narrow data and knowledge boundaries of specific tasks, which hinders their ability to generalize
in other tasks. In contrast, large models are pre-trained on vast and cross-domain knowledge,
including science, culture, economics, among others, creating a sound foundation of understanding
general knowledge. With further fine-tuning on industry-specific data, large models can develop
specialized capabilities while maintaining broad adaptability, demonstrating strong versatility and
generalization across a wide range of use cases.
Smooth Human-Machine Interaction: Traditional AI systems rely heavily on preset rules and
structured inputs, which often requires users to adapt to the machine. Large models, however, are
reshaping the paradigm of human-machine interaction. They can better interpret users’ underlying
needs, understand implicit intentions in complex instructions, and, thanks to their multi-modal
capabilities, enable natural interaction using written language, colloquial expressions, gestures, and
more. This significantly lowers the barrier to smooth interaction, making communication more
natural, efficient, and intuitive.
Notably, commercializing large models requires both sustained technological progress and
strong engineering execution. While advances in model capabilities drive performance gains, real
enterprise deployment depends on domain adaptation, scalable infrastructure, reliability,
interpretability, and robust data security to meet specific customer needs.
Size of China’s Enterprise Large Model Market
Currently, the enterprise AI market consists of traditional enterprise AI that are typically
designed to address specific challenges, and enterprise large models that are able to handle versatile
tasks in a more intelligent manner. The enterprise large model represents a significant paradigm
shift in the evolution of AI, enabling broader generalization and cross-task capabilities. While large
models LLMs currently comprise only a small portion of enterprise AI deployments, they are widely
recognized as the definitive technological roadmap for the future of AI. Development of large model
technologies and products in China began prior to 2020, but 2023 marked the first year of
large-scale enterprise commercialization. Measured by revenue generated from enterprise large
model solutions, the size of China’s enterprise large model market reached RMB3.6 billion in 2023
and RMB18.1 billion in 2025. The market is projected to reach RMB138.2 billion by 2030,
representing a CAGR of 50.2% from 2025 to 2030. As AI capabilities continue to advance and
enterprise adoption accelerates, the share of enterprise large models in enterprise AI is expected to
grow from around 4.6% in 2025 to approximately 14.5% by 2030.
INDUSTRY OVERVIEW
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Size of China’s large model industry, 2023-2030E
RMB Billion CAGR
50.2%
2025-2030E
2023 2024 2025 2026E 2027E 2028E 2029E 2030E
3.6
12.7 18.1
25.8
38.2
58.8
90.2
138.2
Market share of enterprise large model in China’s enterprise AI market,
2025 & 2030E
Enterprise large model Traditional enterprise AI
95.4%
2025 2030E
85.5%
4.6%
RMB18.1 billion
Enterprise large model Traditional enterprise AI
14.5%
RMB138.2 billion
RMB
391.8 billion
RMB
954.1 billion
Source: CIC
OVERIVEW OF CHINA’S ENTERPRISE LARGE MODEL-DRIVEN DECISION
INTELLIGENCE MARKET
Decision Intelligence Offers Significant Value to Enterprises
AI tasks can be categorized by their objectives into the following major types:
 Perceptual Recognition: Simulating human perceptual capabilities such as seeing and
hearing to capture information about the subject of interest and its surrounding
environment and translate such information into data that can be comprehended by the
machine, such as in facial or object recognition.
 Retrieval and Generation: Matching relevant information from accessible knowledge
bases according to task requirements, and generating corresponding content. Examples
include RAG-based intelligent chatbots and text-to-image or text-to-video generation.
 Analysis and Decision-Making: Analyzing current conditions based on existing
information and multi-dimensional indicator systems to deliver accurate predictions or
optimal decisions through data-driven insights and logic reasoning. Examples include
early-warning systems for natural disasters and real-time emergency response systems.
AI systems with multi-dimensional data insights and multiple agent coordination capabilities
that support enterprises in performing sophisticated analysis and decision-making tasks is known as
decision intelligence.
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Decision intelligence requires machines to exhibit cognitive abilities — to simulate and
replicate human cognitive processes such as understanding, learning, memorizing, and problem-
solving. It must be able to comprehend the relationships and logic between different pieces of
information, identify hidden patterns in the data, and support data-driven decision-making with
rigorous reasoning.
Large Models Accelerate the Evolution of Decision Intelligence
Enterprises today face increasingly complex decision-making tasks. The explosive growth of
information has dramatically increased the amount and dimensionality of data required for informed
decisions, making precise decisions more challenging. Rapid changes in market environments have
heightened uncertainty, requiring enterprises to make more frequent, agile decisions to adapt to the
latest market conditions. In addition, decision-making now usually involves a broader group of
stakeholders, and cross-domain decision-making has become the norm, demanding more
comprehensive trade-offs and coordination to ensure rational and sustainable outcomes.
Against this backdrop, enterprise large model-driven decision intelligence offers several
advantages, compared to traditional decision intelligence systems:
Integration of Multi-source Data Enhances Decision Robustness: Large models can
integrate and analyze data from multiple modalities and sources. They are able to make more
comprehensive and accurate judgments in complex systems based on integrated data inputs. For
example, media listening requires real-time collection of multi-modal data from a number of media
platforms to assess public sentiment, identify potential risk events, and provide decision
recommendations based on multiple indicators.
Architectural Innovation Improves the Accuracy of Decision-making: Innovations at the
algorithmic level have brought large models’ semantic understanding closer to the human level,
enabling more precise comprehension of complex decision-making contexts. Large models excel at
domain modelling and can be equipped with larger and more specialized domain knowledge bases,
thus strengthening their ability to support domain-specific decisions. Enhanced long-chain
reasoning capabilities also allow for clearer and more traceable decision logic.
Enhanced Interactivity Strengthens User Experience: Large models significantly improve
the interactive experience in practical applications. With intuitive, user-centric interaction design,
large models serve as intelligent agents capable of real-time, multi-modal communication with
humans. Even users without specialized engineering knowledge can express their needs naturally
and have tasks executed efficiently, addressing pain points such as complex interfaces, delayed
response, and steep learning curves in traditional decision intelligence systems.
Size of China’s Enterprise Large Model-Driven Decision Intelligence Market
Enterprise large model-driven decision intelligence is closely linked to core business
operations, characterized by diverse customer needs, high performance expectations, and significant
development complexity. Although enterprise large model-driven decision intelligence currently
represents a small yet fast-growing subset of China’s enterprise AI industry, the rising demand for
decision-intelligence applications and the increasing recognition of their strategic value by
enterprises are expected to drive significant growth in this segment.
The size of China’s enterprise large model-driven decision intelligence market is expanding
rapidly. In 2025, the market reached RMB3.9 billion, accounting for 21.6% of the overall enterprise
large model market. It is expected to grow to RMB37.5 billion by 2030, with its share rising to
27.1%. The CAGR from 2025 to 2030 is expected to be 57.2%, outpacing the growth of the overall
enterprise large model market.
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Size of China’s large model-driven decision intelligence market, 2023-2030E
RMB Billion CAGR
57.2%
2025-2030E
2023 2024 2025 2026E 2027E 2028E 2029E 2030E
0.7
2.7 3.9
5.8
8.9
14.3
23.2
37.5
Source: CIC
Market Drivers
Accumulation of High-Quality Data. The enhancement of large model-driven decision-
making capabilities is fundamentally dependent on the quality of training data. With improvements
in data collection networks, advances in data cleaning technologies, and the growth of open-source
communities and public datasets, high-quality data has become more accessible. Comprehensive,
cross-sector data from different fields, industries, and departments can be integrated and analyzed
to generate complementary insights, enabling large models to construct an extensive knowledge
network that provide a broader perspective and deeper knowledge reserves to address increasingly
complex and dynamic decision-making scenarios. The integration of multi-modal data, a collection
of different types or forms of data such as text, images, audio, video, and others, allows large
models to perceive information more holistically, thereby enabling a more accurate grasp of core
issues and underlying patterns during the decision-making process. High-precision annotated data
with high labeling accuracy and consistency not only helps large models better interpret data
meaning, but also improves their ability to discern subtle differences, allowing for more accurate
identification of key information and more precise decisions. Furthermore, low-noise data, which
contains minimal irrelevant information, errors, or random fluctuations, reduces interference,
enhances the efficiency of extracting and utilizing valuable information, and minimizes the risk of
hallucinations and factual errors.
Advancements in Technology. Continuous innovation is driving the evolution of large model
technology. The “pre-training + post-training + fine-tuning” paradigm, where the model first learns
general knowledge, then is optimized with domain-specific data and fine-tuned using labeled task
datasets, has become the new standard for large model development, and the adoption of techniques
such as mixed-precision training, reinforcement learning, optimized attention mechanisms, mixture-
of-experts architectures, among others, has enabled a balance between training efficiency, accuracy,
inference performance, and cost. Meanwhile, mixed-precision training accelerates the process and
reduces costs by using lower precision data in non-critical steps. Simultaneously, large models
using reinforcement learning optimize performance in real-time by receiving feedback after each
decision. Furthermore, optimized attention mechanisms reduces computational costs by allowing
the model to focus on relevant input data. At the same time, mixture-of-experts architectures
enhances inference efficiency by activating only a subset of sub-models during tasks. These
ongoing technological advances not only propel the decision-making capabilities of large models to
new heights but also reshape the cost structure and application paradigms of the enterprise AI
industry, fostering sustained growth in the enterprise large model sector.
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Rising Customer Awareness of the V alue of Enterprise Large Model-Driven Decision-
Making Across Sectors. The commercial value of enterprise large model-driven decision
intelligence has been validated across multiple industries, leading to increased customer awareness
and willingness to pay. For example, in the media sector, large models empower the entire value
chain, including planning, editing, content distribution, content management, and effectiveness
evaluation, thereby enhancing overall communication effectiveness and operational capabilities. In
finance, large models strengthen risk control through multi-dimensional data analysis, improved
risk identification, and more accurate decision-making. In manufacturing, large models support
precise forecasting, intelligent optimization, and autonomous decision-making across production,
scheduling, operations, and management, thereby enhancing efficiency, safety, and resource
utilization.
Favorable Industry Policies. Ongoing government policy support provides a strong
foundation for enterprise large model-driven decision intelligence. The 2025 Government Work
Report explicitly calls for “supporting the broad application of large models,” establishing a
top-level policy framework for the adoption of decision intelligence across sectors. Major cities
nationwide have also introduced supportive measures for large models. For example, the Beijing
Action Plan for “AI+” (2024-2025) emphasizes seizing the opportunities of large model
technological innovation, significantly enhancing indigenous innovation capabilities, empowering
industry applications, and providing “model vouchers”, a form of financial subsidy provided by
local governments, to incentivize the adoption of large models by enterprises. Companies
developing AI applications may receive partial funding if they use third-party model APIs or deploy
large models on-premise. By reducing the financial barriers to access and deployment, these
subsidies have encouraged more enterprises, especially small and medium-sized businesses, to
explore AI solutions, driving broader adoption of large models across industries. The Shanghai
Measures for Promoting Innovative Development of Large AI Models (2023-2025) also advocate
for supporting innovation, advancing application development, and building a robust large model
ecosystem.
COMPETITIVE LANDSCAPE OF ENTERPRISE LARGE MODEL MARKET IN CHINA
China’s enterprise large model market represents a small yet fast-growing subset of China’s
enterprise AI market. Our Company mainly competes with major Chinese AI incumbents who are
well-established in the enterprise AI business and have quickly pivoted to the enterprise large model
segment. The top five players accounted for a combined market share of 38.2% in terms of relevant
revenue in 2025, and only four companies captured a market share of over 5%. Our Company was
the eighth largest player, with a market share of 2.2% in 2025.
Within China’s enterprise large model-driven decision intelligence market, Our Company
competes with essentially the same group of players as within China’s enterprise large model
market. The top five players accounted for a combined market share of 44.8% in terms of relevant
revenue in 2025. Our Company was the largest player in this segment, with a market share of 10.2%
in 2025.
Company
Revenue from
enterprise large model,
RMB million Market share, %
Company A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118~2,110 11.7%
Company B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118~1,850 10.2%
Company C /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118~1,090 6.0%
Company D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118~1,050 5.8%
Company E /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118~820 4.5%
Company F /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118~810 4.5%
Company G /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118~530 2.9%
Our Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118~400 2.2%
Company H /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118~400 2.2%
Company I /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118~250 1.4%
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Company
Revenue from enterprise
large model-driven
decision intelligence,
RMB million Market share, %
Our Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118~400 10.2%
Company B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118~380 9.7%
Company A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118~370 9.5%
Company D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118~350 9.0%
Company E /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118~250 6.4%
Source: CIC
Notes:
(1) For the above rankings, only the revenue segments within each peer’s consolidated revenue that correspond
to the relevant markets are used for comparison.
(2) Company A is an AI company headquartered in Shanghai and founded in 2014. Its main products include
traditional AI services, generative AI services and autonomous driving systems. It is a listed company on
HKEX.
(3) Company B is a provider of ICT infrastructure and smart devices headquartered in Shenzhen, Guangdong and
founded in 1987. Its main products include telecommunications equipment, consumer electronics, electric
vehicle autonomous driving systems, and rooftop solar power products. It is a private company.
(4) Company C is an AI company headquartered in Beijing and founded in 2012. Its main products include
intelligent speech technologies, IoT AI chips, and AI-powered smart solutions for sectors such as healthcare,
transportation and smart cities. It is a listed company on HKEX.
(5) Company D is an AI company headquartered in Beijing and founded in 2000. Its main products include search
engine, large model solutions, autonomous driving solutions, and AI chips. It is a dual-listed company on
NASDAQ and HKEX.
(6) Company E is an AI company headquartered in Hefei, Anhui and founded in 1999. Its main products include
software and hardware powered by technologies such as intelligent speech, computer vision, natural language
processing, and cognitive intelligence. It is a listed company on SZEX.
(7) Company F is an internet company headquartered in Hangzhou, Zhejiang and founded in 1999. Its main
products include e-commerce platforms, cloud computing services, digital payment systems, logistics services,
and AI solutions. It is a dual-listed company on NYSE and HKEX.
(8) Company G is an AI company headquartered in Beijing and founded in 2019. Its main products include large
language models, generative AI platforms, and industry-specific AI solutions. It is a listed company on HKEX.
(9) Company H is an AI company founded in China in 2018. It mainly provides AI-powered digital solutions,
including intelligent customer service, data analytics, and automation tools. It is a private company.
(10) Company I is an AI company headquartered in Beijing and founded in 2018. Its main products include
enterprise large model solutions, data intelligence platforms, and AI-driven business analytics tools. It is a
listed company on HKEX.
Our Company supports 55 languages, ranking among the top industry peers. Our Company
also supports all four major modalities (i.e. text, audio, image and video), and mainly focuses on
the media and public sectors that are relatively underserved by the industry peers, assisting decision
on content planning and management, and multi-dimensional data analysis, among others.
Competitive Barriers in Enterprise Large Model-Driven Decision Intelligence
Independent Product R&D Capabilities. Enterprises with deep expertise in core algorithms
and data processing technologies, are able to continuously iterate and optimize their products,
respond rapidly to market demands, and deliver decision intelligence solutions tailored to the
specific needs of customers in various sectors. This technological autonomy constitutes a core
competitive advantage, not only determining model performance but also making proprietary
products difficult to replicate, thereby solidifying the company’s leading position in a highly
competitive market.
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Extensive Industry Experience. The essence of decision intelligence lies in industry-specific
adaptation, as decision-making requirements, data characteristics, and business logic vary
significantly across sectors. Consequently, leading companies leverage their long-term accumulated
industry experience to deliver tailored large model solutions that address clients’ needs and align
with industry-specific decision frameworks, thereby ensuring the reliability of AI-driven decision-
making.
Superior Commercialization and Implementation Capabilities. The commercialization and
deployment of enterprise decision-making large models involve navigating critical challenges such
as computing resource optimization, model interpretability, data security, and privacy protection.
Leading companies must possess the ability to translate technical capabilities into scalable,
user-friendly solutions. This includes compatibility with mainstream hardware, deep integration
with industry scenarios, intuitive user experiences, and end-to-end solutions spanning hardware,
software, and industry applications.
Interdisciplinary Talents. The enterprise large model-driven decision intelligence industry is
undergoing rapid transformation, with emerging technologies and concepts constantly reshaping the
landscape. Continuous iteration and optimization is essential to enhance model performance and
improve adaptation to vertical domains. Interdisciplinary teams play a vital role in sustaining rapid
R&D cycles while securing efficient delivery in specialized fields.
HISTORICAL AND ESTIMATED PRICE TREND OF AI SERVICES
The pricing of AI services is usually determined by the number of person-days required for
the development of the project, multiplied by the per person-day rate. The larger the project size,
the higher the total person-days, while the per person-day rate typically remains within the range
of RMB3,000-5,000 per person-day. In regard to enterprise large model services, as technology
quickly matured from 2023 to 2024, the number of person-days required for the similar project size
has been gradually declining, while intensifying industry competition also prompted AI service
providers to keep their average per person-day rates compelling. Together, these factors led to a
year-over-year price decrease of roughly 10%-20% for AI services of comparable scale. Looking
ahead, with further standardization of solutions and the competitive market landscape, AI services
of comparable scale are expected to continue a gradual price decline of about 3%-5% annually.
SOURCE OF THE INDUSTRY INFORMATION
CIC was commissioned to conduct an analysis of, and to report China’s artificial intelligence
market at a fee of approximately RMB920,000. The commissioned report has been prepared by CIC
independent of the influence of the Company and other interested parties. CIC’s services include,
among others, industry consulting, commercial due diligence, and strategic consulting.
CIC conducted both primary and secondary research using a variety of resources. Primary
research included interviewing key industry experts and leading industry participants. Secondary
research involved analyzing data from various publicly available data sources, such as the National
Bureau of Statistics of China, information released by other Chinese government authorities, annual
reports published by industry participants, industry organizations, as well as CIC’s internal
database.
The market projections in the commissioned report are based on the following key
assumptions: (i) the overall social and economic environment in China is expected to remain stable
during the forecast period; (ii) the key industry drivers identified in the CIC Report are the factors
that are likely to drive the growth of China’s enterprise large model-driven decision intelligence
during the forecast period; and (iii) there is no extreme force majeure or significant changes in the
regulatory regimes which may affect the industry in either a dramatic or fundamental way. Our
Directors confirm that, after making reasonable enquiries, there is no material adverse change in the
market information since the date of the CIC Report which may qualify, contradict or have an
impact on the information in this section.
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REGULATIONS AND POLICIES ON INFORMATION INDUSTRY
Policies on Artificial Intelligence
The Opinions of the State Council on Deepening the Implementation of the “Artificial
Intelligence +” Initiative (ɛʈ౽ঐ+จԈ), issued on August
26, 2025, aim to promote inclusive sharing of artificial intelligence, deepen high-standard openness
in the field of artificial intelligence, and promote open source and accessibility of artificial
intelligence technology.
The Development Plan of New Generation Artificial Intelligence (஝
ྌ) which was promulgated by the State Council on July 8, 2017, according to which, the State
accelerates the cultivation of an artificial intelligence industry with a major leading role, promote
the in-depth integration of artificial intelligence and various industrial fields, and form a
data-driven, human-machine collaboration, cross border integration, and co-creation and sharing of
intelligent economic forms. Data and knowledge have become the first element of economic
growth, human- machine collaboration has become the mainstream mode of production and service,
cross- border integration has become an important economic model, co-creation and sharing has
become a basic feature of economic ecology, personalized demand and customization have become
a new trend in consumption.
The Guidelines for the Construction of the National New Generation of AI Open Innovation
Platform (ˏ), promulgated by Ministry of
Science and Technology of the PRC on August 1, 2019, pointed out that “open and sharing” shall
be the important philosophy in promoting artificial intelligence innovation and industry
development in China, and encouraged to open innovation platforms for companies to do testing,
and thus to form standard and modularized models, middleware and applications for providing
services to the public in the form of open interfaces, model libraries, algorithm packages, etc.
The Guidelines for the Construction of the National New Generation Artificial Intelligence
Innovation and Development Pilot Zone (ˏ),
promulgated by Ministry of Science and Technology of the PRC on September 29, 2020, underlines
that an environment conducive to the innovation and development of artificial intelligence shall be
created, as well as to promote the construction of artificial intelligence infrastructure and strengthen
the conditional support for the innovation and development of artificial intelligence.
On December 31, 2021, the CAC, the MIIT, the Ministry of Public Security, and the SAMR
jointly promulgated the Provisions on the Administration of Algorithm-generated
Recommendations for Internet Information Services () (the
“Algorithm Recommendation Provisions”), which came into force on March 1, 2022. The
Algorithm Recommendation Provisions implement a classification and hierarchical management
mechanism for algorithm recommendation service providers according to various criteria. They
mandate that algorithm recommendation service providers must clearly notify users about the
provision of algorithm recommendation services, properly disclose the basic principles, intentions,
and main operating mechanisms of these services.
On November 25, 2022, the CAC, the MIIT, and the Ministry of Public Security issued
Administrative Provisions on Deep Synthesis of Internet-based Information Services (ڦ
), which took effect on January 10, 2023, impose obligations on
providers, technology supporters and users of deep synthesis technology, including verification of
user identity, implementing measures to protect data security and personal information, content
moderation, labeling content generated using deep synthesis technology, and conducting security
assessment and completing filings for provision of certain services.
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On July 10, 2023, the CAC together with other relevant authorities, released the Interim
Measures on the Administration of Generative AI Services (ਕ၍ଣᅲБ፬
), which came into effect on August 15, 2023. According to which, individuals or organizations
that provide generative AI services of text, image, audio, videos and other content shall be
responsible as the producers of such network information content and as the personal information
processors to protect any personal information involved. Providers of generative AI services shall
enter into service agreements with users registering for their generative AI services and shall adopt
effective measures to prevent minor users from over-relying or becoming addicted to generative AI
services. In the event that illegal content or users engaging in illegal activities using generative AI
services are discovered, the generative AI services providers are required to take appropriate
measures, including but not limited to stopping the generation of illegal content and suspending or
terminating the provision of services. Any provider of generative AI services with attribute of public
opinions or capable of social mobilization shall conduct security assessment and perform certain
filings procedures in accordance with the Algorithm Recommendation Provisions. Providers of
generative AI services may be subject to penalties for non-compliance.
On March 7, 2025, the CAC together with other relevant authorities issued Measures for the
Identification of AI-Generated and Synthesized Content (),
which will take effect on September 1, 2025. According to the regulation, service providers are
required to add explicit or implicit labels to generated synthetic content and take legal measures to
regulate the dissemination of such content. When fulfilling procedures such as algorithm filing and
security assessments, service providers shall provide materials related to the labeling of generated
synthetic content in accordance with these regulations.
Pursuant to our PRC Legal Advisor, during the Track Record Period and as of the Latest
Practicable Date, we have complied with applicable AI Regulations in all material aspects. We have
implemented enhanced internal control measures, and updated products and services in accordance
with regulatory requirements to ensure effective and compliant management and services under the
AI Regulations, including but not limited to carry out filing procedures under AI regulations; to add
explicit labels to generated or synthesized content in accordance with the requirements, and to
constrain business customers to fulfill the obligation through page prompts when collaborating with
Business customers on product development.
National Catalog for Guidance on Industrial Restructuring
In accordance with the National Catalog for Guidance on Industrial Restructuring (2024
V ersion) (ኬͦ፽(2024 ϋ͉)) which was promulgated by the National
Development and Reform Commission on December 27, 2023 and came into effect on February 1,
2024, big data, cloud computing, software and information technology services and blockchain
information services within the extent permitted by PRC are under the encouraged category.
Outline of the 15th Five-Y ear Plan for National Economic and Social Development
The Outline of the 15th Five-Y ear Plan for National Economic and Social Development of the
People’s Republic of China (),
promulgated by the National People’s Congress on March 13, 2026, proposes to comprehensively
implement the “AI +” initiative and strengthen the integration of artificial intelligence with
scientific and technological innovation, industrial development, cultural advancement, public
wellbeing, and social governance.
Policies on the Software Industry
The Several Policies on Further Encouraging the Development of the Software and Integrated
Circuit Industries (ഄ) which was
promulgated by the State Council on January 28, 2011 and came into effect on the same date,
specifies a series of policies on tax preference, promotion of investment and scientific research and
talent support for the software industry.
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REGULATIONS RELATING TO FOREIGN INVESTMENT
The Company Law of the PRC (), promulgated by the Standing
Committee of the National People’s Congress of the PRC (ึ) (the
“SCNPC ”) on December 29, 1993, last amended on December 29, 2023 and came into effect on
July 1, 2024, governs the establishment, operation and management of companies in the PRC,
including foreign-invested companies. Unless foreign investment laws provide otherwise, foreign-
invested companies shall abide by the Company Law of the PRC.
Foreign investment in the PRC is subject to the Catalog of Industries for Encouraging Foreign
Investment (2025 version) ( ོᎸ̮ਠҳ༟ପุͦ፽(2025و)) (the “ Catalog ”), promulgated
on December 15, 2025 effective since February 1, 2026 and the Special Administrative Measures
for Foreign Investment Access (Negative List) (2024 V ersion) (݄(ࠦࠋ
૶ఊ)(2024و)) (the “ Negative List ”), promulgated on September 6, 2024 and effective since
November 1, 2024, both of which issued by the National Development and Reform Commission ( ʕ
ึ) (the “ NDRC ”) and the Ministry of Commerce of the PRC ( ʕ
ശɛ͏΍ձ਷ਠਕ௅) (the “ MOFCOM ”). The Catalog and the Negative List lay out the basic
framework for foreign investment in China, classifying businesses into three categories with regard
to foreign investment: “encouraged”, “restricted”, and “prohibited”. Industries not listed in the
Catalog or the Negative List are generally deemed as falling into a fourth category, “permitted”,
unless specifically restricted by other PRC laws and regulations.
The Foreign Investment Law of the PRC () (the “ FIL”),
promulgated by the National People’s Congress (ɽึ) on March 15, 2019, effective
since January 1, 2020, and the Implementation Regulations for the Foreign Investment Law of the
PRC (ૢԷ) (the “ Implementation Regulations for FIL ”),
promulgated by the State Council ( ਷ਕ৫) on December 26, 2019, effective since January 1, 2020,
are the principal existing law and regulation governing foreign investment in the PRC. The FIL and
the Implementation Regulations for FIL are enacted to further expand opening-up, actively promote
foreign investment, protect legitimate rights and interests in foreign investment, and standardize
foreign investment management. Pursuant to the FIL and the Implementation Regulations for FIL,
the PRC adopts a system of national treatment plus the Negative List with respect to foreign
investment administration. Foreign investment and domestic investment in industries outside the
scope of the Negative List issued or released upon approval by the State Council would be treated
equally.
On December 30, 2019, the MOFCOM and State Administration for Market Regulation (࢕
̹ఙ္ຖ၍ଣᐼ҅) (the “ SAMR ”) promulgated the Measures for the Reporting of Foreign
Investment Information () (the “ Reporting Measures ”), which came
into effect on January 1, 2020. Pursuant to the Reporting Measures, foreign investors and
foreign-invested enterprises who directly or indirectly carry out investment activities in the PRC
shall report investment information to the competent departments of commerce by submitting initial
reports, change reports, cancelation reports and annual reports.
On December 19, 2020, the NDRC and the MOFCOM jointly promulgated the Measures on
the Security Review of Foreign Investment (), effective on January 18,
2021, setting forth provisions concerning the security review mechanism on foreign investment.
Foreign investor or relevant parties in China must declare the security review prior to (i) the
investments in the military industry, military industrial supporting and other fields relating to the
security of national defense, and investments in areas surrounding military facilities and military
industry facilities; and (ii) investments in important agricultural products, important energy and
resources, important equipment manufacturing, important infrastructure, important transportation
services, important cultural products and services, important information technology and Internet
products and services, important financial services, key technologies and other important fields
relating to national security; and obtaining control in the target enterprise.
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REGULATIONS RELATING TO OVERSEAS LISTING
On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas
Securities Offering and Listing by Domestic Companies ( ྤʫΆุྤ̮೯БᗇՎձɪ̹၍ଣ༊Б
) (the “ Overseas Listing Trial Measures ”) and five relevant guidelines, which became
effective on March 31, 2023. Meanwhile, the Special Provisions of the State Council for the Share
Offerings and Listings Overseas of Joint Stock Limited Companies (ʮ̡ྤ
) and the Circular of the State Council Concerning Further
Strengthening the Administration of Share Issuance and Listing Overseas (ආɓӉ̋
), which were previously the main institutional basis for
overseas offering and listing by domestic enterprises, were repealed on March 31, 2023.
According to the Overseas Listing Trial Measures, PRC domestic enterprises which seek to
issue and list securities in overseas markets by direct or indirect means are required to complete the
filing procedures with and submit relevant materials to the CSRC. The Overseas Listing Trial
Measures provides that an overseas offering and listing is prohibited if there is one of the following
circumstances: (i) the listing is specifically prohibited for financing purposes by laws,
administrative regulations, or applicable requirements imposed by the State; (ii) the overseas
offering and listing might endanger national security as reviewed and determined by competent
authorities under the State Council in accordance with relevant laws; (iii) the domestic enterprise
or its controlling shareholder(s) and de facto controller(s) have committed corruption, bribery,
embezzlement, misappropriation of property, or other criminal offenses disruptive to the order of
the socialist market economy in recent three years; (iv) the domestic enterprise is currently under
judicial investigations for suspicion of criminal offenses or materially breaching laws or
regulations, where no definitive conclusions have been reached; or (v) there are material ownership
disputes with respect to equity interests held by controlling shareholder(s) or equity interests held
by other shareholders controlled by controlling shareholder(s) and/or de facto controller(s).
Where an issuer submits an application for an initial public offering to competent overseas
regulators, such issuer must file with the CSRC within three business days after such application
is submitted. The Overseas Listing Trial Measures also requires subsequent reports to be filed with
the CSRC on material events, such as a change of control or voluntary or forced delisting of the
issuer who has completed an overseas offering and listing.
To enhance confidentiality and archive management for domestic enterprises’ overseas
offerings and listings, CSRC, the Ministry of Finance of the PRC (௅), National Administration
of State Secrets Protection (੗҅), and National Archives Administration (҅)
promulgated the Provisions on Strengthening Confidentiality and Archives Administration
Concerning Overseas Securities Offerings and Listings by Domestic Enterprises (CSRC
Announcement [2023] No. 44) (၍ଣʈ
(ᗇ္ึʮѓ[2023]44 ໮)) on February 24, 2023, which came into effect on March 31,
2023, and at the same time, replaced the Provisions on Strengthening Confidentiality and Archives
Administration Concerning Overseas Securities Offerings and Listings (CSRC Announcement
[2009] No. 29) ((ᗇ္ึʮѓ
[2009]29 ໮)). These provisions now cover domestic joint stock companies directly listing overseas
and entities indirectly listing abroad. They outline procedural requirements and specify enterprises’
confidentiality responsibilities and accounting archives administration, in alignment with the
Overseas Listing Trial Measures.
REGULATIONS RELATING TO ANTI-UNFAIR COMPETITION
According to the PRC Anti-Unfair Competition Law (),
which was adopted by the SCNPC on September 2, 1993, last amended on June 27, 2025, unfair
competition refers to acts of which operator disrupts the market competition order and damages the
legitimate rights and interests of other operators or consumers in violation of the provisions of the
PRC Anti-Unfair Competition Law in the production and operating activities. Pursuant to the PRC
Anti-Unfair Competition Law, operators must abide by the principle of voluntariness, equality,
impartiality, integrity and adhere to laws and business ethics during market transactions. Operators
in violation of the PRC Anti-Unfair Competition Law should bear corresponding civil,
administrative or criminal liabilities depending on the specific circumstances.
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REGULATIONS RELATING TO CYBERSECURITY AND DATA PROTECTION
According to the Administrative Measures for the Hierarchical Protection of Information
Security (), which was issued on June 22, 2007, the security
protection of an information system may be graded into five levels. As for an information system
of Grade II or above which has been put into operation, its operator or user shall, within 30 days
since the date when its security protection grade is determined, complete the record-filing
procedures at the local public security organ at the level of city divided into districts or above. For
an information system of Grade II or above newly built, its operator or user shall, within 30 days
after it is put into operation, complete the record-filing procedures at the local public security organ
at the level of municipality divided into districts or above.
On November 7, 2016, the SCNPC promulgated the Cybersecurity Law of the PRC ( ʕശ
), the “ Cybersecurity Law ”), last amended on October 28, 2025, pursuant
to which, the state shall implement rules for graded protection of cybersecurity and the network
operators shall comply with laws and regulations and fulfill their obligations to safeguard security
of the network when conducting business and providing services. Those who provide services
through networks shall take technical measures and other necessary measures pursuant to laws,
regulations and compulsory national standards to safeguard the safe and stable operation of the
networks, respond to network security incidents effectively, prevent illegal and criminal activities,
and maintain the integrity, confidentiality and usability of network data. Network operators of
critical information infrastructure shall store within the territory of the PRC all the personal
information and important data collected and produced within the territory of PRC. Where such
information and data need to be provided abroad for business purpose, security assessment shall be
conducted pursuant to the measures developed by the national cyberspace administration together
with competent departments of the State Council, unless otherwise provided for in laws and
administrative regulations. The purchase of network products and services by the network operators
of critical information infrastructure that may affect national security shall be subject to national
security review.
On December 28, 2021, the Cyberspace Administration Of China (the “ CAC”) together with
12 other authorities, jointly promulgated the Measures for Cybersecurity Review (ݟ
), which took effect on February 15, 2022. The Measures for Cybersecurity Review provide
that: (i) network platform operators that are engaged in data processing activities which have or may
have an implication on national security shall undergo a cybersecurity review; (ii) network platform
operators that master personal information of more than one million users and seek to list abroad
(਷̮ɪ̹) shall file for a cybersecurity review with the Cybersecurity Review Office; (iii) critical
information infrastructure operators purchasing network products and services, which affect or may
affect national security, shall conduct a cybersecurity review as well. On May 8, 2025, we and our
PRC Legal Advisor have conducted a real-name telephone consultation and communication with the
competent regulatory authority, the China Cybersecurity Review, Certification and Market
Regulation Big Data Center (Ⴉᗇձ̹ఙ္၍ɽᅰኽʕː, the “ CCRC ”), and
CCRC has confirmed that a listing in Hong Kong does not fall within the scope of the term of
“listing abroad ( ਷̮ɪ̹)” under the Measures for Cybersecurity Review. Given that (i) CCRC has
confirmed that listing in Hong Kong does not constitute a listing abroad ( ਷̮ɪ̹); (ii) as of the
Latest Practicable Date, we had not been notified by any competent governmental authorities as a
critical information infrastructure operator; and (iii) as of the Latest Practicable Date, we had not
received any notice that we are required to conduct a cybersecurity review or our data processing
activity affects or may affect national security, and the interpretation of activities that “affect or may
affect national security” under the current PRC laws and regulations requires further clarification
from the competent authorities, therefore, as advised by our PRC Legal Advisor, we are not obliged
to apply for a cybersecurity review pursuant to the Measures for Cybersecurity Review with respect
to our proposed listing. However, as further advised by our PRC Legal Advisor, the interpretation
and implementation of these laws and regulations with respect to the cybersecurity review keep
evolving, we cannot assure you that there will not be any additional regulatory requirements
regarding the cybersecurity review relating to the new laws and regulations, and we are suggested
by our PRC Legal Advisor that we should keep abreast of the applicable laws and regulations in this
regard and implement all necessary measures in a timely manner to ensure compliance with the
relevant laws and regulations.
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On June 10, 2021, the SCNPC promulgated the PRC Data Security Law ( ʕശɛ͏΍ձ਷
, the “ Data Security Law ”), which took effect in September 1, 2021. The Data
Security Law introduces a data classification and hierarchical protection system based on the
importance of data in economic and social development, as well as the degree of harm it will cause
to national security, public interests, or legitimate rights and interests of persons or entities when
such data is tampered with, destroyed, divulged, or illegally acquired or used. It also provides for
a security review procedure for the data activities which may affect national security. In addition,
the Data Security Law provides that important data processors shall appoint a data security officer
and establish a management department to take charge of data security, and such processors shall
evaluate the risk of their data activities periodically and file assessment reports with the relevant
regulatory authorities.
On July 7, 2022, the CAC issued the Measures for the Security Assessment of Data
Cross-border Transfer () which took effect on September 1, 2022. The
Measures for the Security Assessment of Data Cross-border Transfer require that any data processor
providing important data collected and generated during operations within the territory of the PRC
or personal information that should be subject to security assessment according to law to an
overseas recipient shall conduct security assessment. On March 22, 2024, the CAC issued the
Provisions on Promoting and Regulating Cross-border Flow of Data (ਗ஝
), or the New Cross-border Data Flow Provisions, which state that if there is any conflict with
the Measures for the Security Assessment of Data Cross-border Transfer, the New Cross-border
Data Flow Provisions shall prevail. The New Cross-border Data Flow Provisions set out scenarios
under which certain obligations for the cross-border data transfer are waived, which include, among
others, passing the security assessment of cross-border data transfer, concluding a standard contract
for the cross-border transfer of personal information or obtaining the personal information
protection certification. During the Track Record Period and up to the Latest Practicable Date, our
daily business operations have not involved any transfer of important data or personal information
to any overseas recipients.
On September 24, 2024, the Cyber Data Security Regulations ( ၣഖᅰኽτΌ၍ଣૢԷ)
was promulgated by the State Council and has come into effect on January 1, 2025. It is to
implement general requirements on data security management from the Cybersecurity Law, the Data
Security Law, as well as the Personal Information Protection Law, reiterating the general
regulations for data processing activities and rules of personal information protection, important
data security protection, network data cross-border transfer management, and internet platform
service providers’ obligations.
On December 8, 2022, the MIIT promulgated the Measures for the Administration of Data
Security in the Field of Industry and Information Technology (Trial) (ʷჯਹᅰኽτ
ج(༊Б)), which came into effect on January 1, 2023. Data processors in the field of
industry and information technology shall take the main responsibility for the security of data
processing activities, implement hierarchical protection for various types of data, and where
different levels of data are being processed at the same time and it is difficult to take separate
management and protection measures, the protection shall be implemented in accordance with the
requirements of the highest levels, to ensure that the data continues to be effectively protected and
legally utilized.
REGULATIONS ON PRIV ACY PROTECTION
Pursuant to the PRC Civil Code (Պ), which was promulgated by the
National People’s Congress on May 28, 2020, and became effective on January 1, 2021, the
personal information of a natural person shall be protected by law. Any organization or individual
that needs to collect, use, process, transmit, offer, disclose the personal information of others shall
do so in accordance with the law and ensure information security, and may neither illegally collect,
use, process or transmit the personal information of others, nor illegally trade, provide or disclose
the personal information of others. Anyone whose civil rights and civil interests, including personal
information, are infringed upon shall have the right to seek tort liability against the infringer.
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On 20 August 2021, the SCNPC promulgated the Personal Information Protection Law (ࡈ
, which took effect on 1 November 2021. The Personal Information Protection Law
requires, among others, that (i) the processing (including the collection, storage, use, processing,
transmission, provision, disclosure and deletion) of personal information shall be processed
following the principles of lawfulness, legitimacy, necessity and good faith, and shall not be
processed through misleading, fraudulent, coercive and other means, (ii) the processing of personal
information should have a clear and reasonable purpose which should be directly related to the
processing purpose, in a method that has the least impact on personal rights and interests, and the
collection of personal information should be limited to the minimum scope necessary to achieve the
processing purpose to avoid the excessive collection. Entities processing personal information bear
responsibilities for their activities of processing personal information, and shall adopt necessary
measures to safeguard the security of the personal information that they process.
Pursuant to our PRC Legal Advisor, during the Track Record Period and as of the Latest
Practicable Date, we have complied with applicable cybersecurity, data protection and privacy
protection laws and regulations in all material aspects.
REGULATIONS RELATING TO INTELLECTUAL PROPERTY
Patent
In accordance with the Patent Law of the PRC () and its
implementation rules, patent is classified as invention patent, design patent and utility model patent.
The duration of invention patent right, design patent right and utility model patent right shall be 20
years, 15 years and ten years, respectively, all of which calculated from the date of application. To
be patentable, invention or utility models must meet three criteria: novelty, inventiveness and
practicability. The National Intellectual Property Administration is responsible for examining and
approving patent applications. Implementation of a patent without the authorization of the patent
holder shall constitute an infringement of patent rights, and shall be held liable for compensation
to the patent holder and may be imposed a fine, or even subject to criminal liabilities.
Trademark
According to the Trademark Law of the PRC () and its
implementation rules, registered trademarks are granted a term of ten years which may be renewed
for consecutive ten-year periods upon request by the trademark owner. Trademark license
agreements must be filed with the trademark bureau for record. Conducts that constitute an
infringement of the exclusive right to use a registered trademark include but not limited to using
a trademark that is identical with or similar to a registered trademark on the same or similar goods
without the permission of the trademark registrant, and the infringing party will be ordered to stop
the infringement act immediately and may be imposed a fine. The infringing party may also be held
liable for the right holder’s damages, which will be equal to gains obtained by the infringing party
or the losses suffered by the right holder as a result of the infringement, including reasonable
expenses incurred by the right holder for stopping the infringement.
Copyright
According to the Copyright Law of the PRC () and
implementation rules, Chinese citizens, legal persons, or other organizations shall, whether
published or not, own copyright in their works, which include, among others, art, engineering
technology and computer software. Copyright owners of protected works enjoy personal rights and
property rights with respect to publication, authorship, alteration, integrity, reproduction,
distribution, lease, exhibition, performance, projection, broadcasting, dissemination via information
network, production, adaptation, translation, compilation and other rights.
Pursuant to the Regulation on Computer Software Protection (ᚐૢԷ) and
the Measures for the Registration of Computer Software Copyright (ၑዚழ΁ഹЪᛆ೮া፬
), the National Copyright Administration is mainly responsible for the registration and
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management of software copyright in China and recognizes the China Copyright Protection Center
as the software registration organization. The China Copyright Protection Center shall grant
certificates of registration to computer software copyright applicants in compliance with the
aforementioned regulations.
Domain Name
According to the Measures for the Administration of Internet Domain Names ( ʝᑌၣਹΤ
), and the Implementation Rules for National Top-Level Domain Name Registration
(), domain name owners must register their domain names. The
MIIT oversees China’s Internet domain names. Registration operates on a “first come, first file”
basis. Upon completing the registration process, applicants become the domain name holders.
REGULATIONS RELATING TO PROPERTY LEASING
Pursuant to the Law on Administration of Urban Real Estate of the PRC ( ʕശɛ͏΍ձ਷
) and the Management Measures for the Lease of Commercial Housing ( ਠ
), the parties to a housing lease shall enter into a lease contract in accordance
with the law. Within 30 days after the conclusion of the housing lease contract, the parties to the
lease shall go to the competent department of construction (real estate) of the people’s government
of the municipality, city or county where the leased housing is located to register and file the
housing lease. In violation of the foregoing provisions, the competent construction (real estate)
departments shall order rectification within a time limit. If rectification is not made by an individual
within the time limit, a fine of less than RMB1,000 shall be imposed. If rectification is not made
by an entity within the time limit, a fine of more than RMB1,000 but less than RMB10,000 shall
be imposed. According to the PRC Civil Code, the parties’ failure to register the lease contract in
accordance with the provisions of laws and administrative regulations does not affect the validity
of the contract.
REGULATIONS RELATING TO EMPLOYMENT AND SOCIAL SECURITY
Regulations Relating to Employment
The major PRC laws and regulations that govern employment relationship are the Labor Law
of the PRC (), the Labor Contract Law of the PRC ( ʕശɛ͏΍ձ਷
) and the Implementation Rules of the Labor Contract Law of the PRC ( ʕശɛ͏
ૢԷ). Pursuant to the aforementioned laws and regulations, labor
relationships between employers and employees must be executed in written form. The laws and
regulations above impose stringent requirements on the employers in relation to entering into
fixed-term employment contracts, hiring of temporary employees and dismissal of employees. As
prescribed under the laws and regulations, employers shall ensure their employees have the right to
rest and the right to receive wages no lower than the local minimum wages. Employers must
establish a system for labor safety and sanitation that strictly abides by state standards and provide
relevant education to its employees. Violations of the Labor Contract Law of the PRC and the Labor
Law of the PRC may result in the imposition of fines and other administrative liabilities and/or
incur criminal liabilities in the case of serious violations.
Social Insurance and Housing Provident Fund
Pursuant to the Social Insurance Law of the PRC (),
enterprises and institutions in the PRC shall provide their employees with welfare schemes covering
pension insurance, unemployment insurance, maternity insurance, occupational injury insurance,
medical insurance and other welfare plans. The employer shall apply to the local social insurance
agency for social insurance registration within 30 days from the date of its establishment. And it
shall, within 30 days from the date of employment, apply to the social insurance agency for social
insurance registration for the employee. Employer shall make contribution to the social insurance
in full and on time, and failure to do so will result in late fees and fines. Meanwhile, the Interim
Regulation on the Collection and Payment of Social Insurance Premiums (ᎈ൬ᅄᖮᅲБ
ૢԷ) prescribes the details concerning the collection and payment of social insurance.
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According to the Regulations on the Administration of Housing Provident Fund (ʮጐ
၍ଣૢԷ), employers shall timely pay the housing provident fund in full and overdue or
insufficient payment shall be prohibited. Employers shall process the housing fund payment and
deposit registration in the housing provident fund administrative center. For enterprises who violate
the above laws and regulations and fail to apply for housing provident fund deposit registration or
open housing provident fund accounts for their employees, the housing provident fund
administrative center shall order the relevant enterprises to make corrections within a designated
period. Those enterprises failing to process registration of provident fund accounts for their
employees within the designated period shall be subject to a fine ranging from RMB10,000 to
RMB50,000. When enterprises violate those provisions and fail to pay the housing provident fund
in full amount as due, the housing provident fund administrative center will order such enterprises
to pay up the amount within a prescribed period; if those enterprises still fail to comply with the
regulations upon the expiration of the above-mentioned time limit, further application will be made
to the People’s Court for mandatory enforcement.
According to the Interpretation II of the Supreme People’s Court of Issues Concerning the
Application of Law in the Trial of Labor Dispute Cases (΁ቇ
༆ᙑ(ɚ)), which was promulgated on July 31, 2025 and came into effect on
September 1, 2025, if the employer and its employee agree or the employee undertakes that social
insurance contributions need not be paid, the People’s Court shall deem such agreement or
undertaking invalid. Furthermore, where the employer fails to pay social insurance contributions in
accordance with the applicable laws, and the employee seeks to terminate the labor contract and
claims economic compensation from the employer pursuant to the Labor Contract Law of the P RC,
the People’s Court shall support such claims.
REGULATIONS RELATING TO THE PRC TAX
Income Tax Law
According to the PRC Enterprise Income Tax Law ()
promulgated by the National People’s Congress on March 16, 2007, and most recently amended on
December 29, 2018 and effective from the same date and the Enterprise Income Tax Implementation
Regulations (ૢԷ) promulgated by the State Council on
December 6, 2007, and most recently amended on December 6, 2024 and effective from January 20,
2025, enterprises are divided into resident enterprises and non-resident enterprises. Resident
enterprises are enterprises which are set up in China in accordance with law, or which are set up
in accordance with the law of a foreign country (region) but which are actually under the
administration of institutions in China. Non-resident enterprises are enterprises which are set up in
accordance with the law of a foreign country (region) and whose actual administrative institution
is not in China, but which have institutions or establishments in China, or which have no such
institutions or establishments but have income generated from inside China. Resident enterprises
are subject to a uniform 25% enterprise income tax rate on their worldwide income. The enterprise
income tax rate is reduced by 20% for qualifying small low-profit enterprises. The high-tech
enterprises that need full support from the PRC government will enjoy a 15% tax rate reduction for
Enterprise Income Tax.
Income Tax Relating to Dividend Distribution
Pursuant to the Arrangement Between the Mainland of China and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion
with respect to Taxes on Income (ᅄ೼ձԣ˟ਊဍ೼
τર) and relevant protocols, which were promulgated by the SA T on August 21, 2006, came
into effect on December 8, 2006, the withholding tax rate 5% applies to dividends paid by a PRC
company to a Hong Kong company if such Hong Kong company directly holds at least 25% of the
equity interest in a PRC company, otherwise the 10% withholding tax rate applies.
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Pursuant to the Administrative Measures on Entitlement of Non-resident Taxpayers to
Preferential Treatment under Tax Treaties (), which was
promulgated by the SA T on October 14, 2019, came into effect on January 1, 2020, non resident
taxpayers are entitled to preferential treatment under tax treaties through self- determination,
self-declaration and keeping and documenting relevant information for inspection. Where a
non-resident taxpayer self-assesses and concludes that it satisfies the criteria for claiming treaty
benefits, it may enjoy treaty benefits at the time of tax declaration or at the time of withholding
through a withholding agent, simultaneously gather and retain the relevant materials pursuant to the
regulations for future inspection, and subject to subsequent administration by tax authorities.
Value-added Tax
In accordance with the V alue-added Tax Law of the People’s Republic of China ( ʕശɛ͏
), which was promulgated by the SCNPC on December 25, 2024 and effective
from January 1, 2026, and the Regulations for the Implementation of the V alue-added Tax Law of
the People’s Republic of China (ૢԷ) entities and individuals
engaging in selling goods, services, intangible assets and immovables and importation of goods
within the territory of the PRC are taxpayers of the value-added tax.
REGULATIONS RELATING TO FOREIGN EXCHANGE
The principal regulations governing foreign currency exchange in China are the Foreign
Exchange Administration Regulations of the PRC (ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ), most
recently amended in August 5, 2008. Under the PRC foreign exchange regulations, payments of
current account items, such as profit distributions, interest payments and trade and service-related
foreign exchange transactions, can be made in foreign currencies without prior approval from the
SAFE, by complying with certain procedural requirements. By contrast, approval from or
registration with appropriate government authorities is required where Renminbi is to be converted
into foreign currency and remitted out of China to pay capital account items, such as direct
investments, repayment of foreign currency-denominated loans, repatriation of investments and
investments in securities outside of China.
The SAFE issued the Circular on Reforming of the Management Method of the Settlement of
Foreign Currency Capital of Foreign-Invested Enterprises (̮ਠҳ༟Ά
) (the “SAFE Circular 19”) on March 30, 2015, and it became
effective on June 1, 2015, which was partially repealed on December 30, 2019, and latest amended
on March 23, 2023. The SAFE Circular 19 expands a pilot reform of the administration of the
settlement of the foreign exchange capitals of foreign-invested enterprises nationwide. In June
2016, SAFE further promulgated the Circular on the State Administration of Foreign Exchange on
Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital
Account () (the “SAFE Circular
16”), which, among other things, amends certain provisions of SAFE Circular 19. Pursuant to SAFE
Circular 19 and SAFE Circular 16, the flow and use of the Renminbi capital converted from foreign
currency denominated registered capital of a foreign-invested company is regulated such that
Renminbi capital may not be used for business beyond its business scope or to provide loans to
persons other than affiliates unless otherwise permitted under its business scope.
In October 2019, SAFE issued the Circular on Further Facilitating Cross-border Trade and
Investment () (the “SAFE Circular
28”), which cancels the restrictions on domestic equity investments by capital fund of non-
investment foreign invested enterprises and allows non-investment foreign invested enterprises to
use their capital funds to lawfully make equity investments in China, provided that such investments
do not violate the Negative List and the target investment projects are genuine and in compliance
with laws. According to the Circular on Optimizing Administration of Foreign Exchange to Support
the Development of Foreign-related Business (ऒุ̮ਕ
) (the “SAFE Circular 8”), issued by SAFE in April 2020, under the prerequisite of
ensuring true and compliant use of funds and compliance with the prevailing administrative
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provisions on use of income under the capital account, eligible enterprises are allowed to make
domestic payments by using their capital funds, foreign credits and the income under capital
accounts of overseas listing, without prior provision of the evidentiary materials concerning
authenticity to the bank for each transaction. The handling banks shall conduct spot checks
afterwards in accordance with the relevant requirements.
SANCTIONS LA WS AND REGULATIONS
Hogan Lovells, our International Sanctions Legal Advisors, have provided the following
summary of the sanctions regimes imposed by their respective jurisdictions. This summary does not
intend to set out the laws and regulations relating to the U.S., the European Union, the UK, the
United Nations and Australian sanctions in their entirety.
U.S.
U.S. SANCTIONS
OFAC is the primary agency responsible for administering U.S. sanctions programmes against
targeted countries, entities, and individuals. “Primary” U.S. sanctions apply to “U.S. persons” or
activities involving a U.S. nexus and “secondary” U.S. sanctions apply extraterritorially to the
activities of non-U.S. persons even when the transaction has no U.S. nexus. Generally, U.S. persons
are defined as entities organized under U.S. law (such as companies and their U.S. subsidiaries);
any U.S. entity’s domestic and foreign branches; U.S. citizens or permanent resident aliens (“green
card” holders), regardless of their location in the world; individuals physically present in the United
States; and U.S. branches or U.S. subsidiaries of non-U.S. companies.
Depending on the sanctions program and/or parties involved, U.S. law also may require a U.S.
company or a U.S. person to “block” (freeze) any assets/property interests owned, controlled or held
for the benefit of a sanctioned country, entity, or individual when such assets/property interests are
in the United States or within the possession or control of a U.S. person. Upon such blocking, no
transaction may be undertaken or effected with respect to the asset/property interest — no
payments, benefits, provision of services or other dealings or other type of performance (in case of
contracts/agreements) — except pursuant to an authorization or license from OFAC.
OFAC also prohibits virtually all business dealings with persons and entities identified in the
SDN List. Entities that a party on the SDN List owns (defined as a direct or indirect ownership
interest of 50% or more, individually or in the aggregate) are also blocked, regardless of whether
that entity is expressly named on the SDN List. Additionally, U.S. persons, wherever located, are
prohibited from approving, financing, facilitating, or guaranteeing any transaction by a non-U.S.
person where the transaction by that non-U.S. person would be prohibited if performed by a U.S.
person or within the United States.
U.S. EXPORT CONTROLS
The United States has implemented and has proposed additional restrictions, some of which
may impact Chinese companies, including us. The United States has increased export controls
restrictions on China through the Export Administration Regulations (the “EAR”), administered by
the Bureau of Industry and Security of the U.S. Department of Commerce (the “BIS”), which
includes a list of foreign persons on which certain trade restrictions are imposed, including
businesses, research institutions, government and private organizations, individuals and other types
of legal persons (the “Entity List”). Where a foreign person is included on the Entity List, the
export, re-export and/or transfer (in-country) of items which are subject to the EAR generally is
prohibited unless the specified license requirements are met.
In addition, EAR also maintains a list of items, software, and technology that are subject to
export controls (the “Commerce Control List”). The Commerce Control List is primarily based on
multilateral export control lists, and BIS can also implement unilateral licensing requirements and
REGULATORY OVERVIEW
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other controls on items subject to U.S. export controls jurisdiction that can restrict exports and
reexports to certain countries, as well as transfers within a country to a different end-user or
end-use. The Commerce Control List is divided into ten categories, represented by the first digit of
the Export Control Classification Number (“ECCN”).
United Nations
The United Nations Security Council (the “UNSC”) can take action to maintain or restore
international peace and security under Chapter VII of the United Nations Charter. Sanctions
measures encompass a broad range of enforcement options that do not involve the use of armed
force. Since 1966, the UNSC has established 30 sanctions regimes.
The UNSC sanctions have taken a number of different forms, in pursuit of a variety of goals.
The measures have ranged from comprehensive economic and trade sanctions to more targeted
measures such as arms embargoes, travel bans, and financial or commodity restrictions. The UNSC
has applied sanctions to support peaceful transitions, deter non-constitutional changes, constrain
terrorism, protect human rights and promote non-proliferation.
There are 14 ongoing sanctions regimes which focus on supporting political settlement of
conflicts, nuclear non-proliferation, and counter-terrorism. Each regime is administered by a
sanctions committee chaired by a non-permanent member of the UNSC. There are ten monitoring
groups, teams and panels that support the work of the sanctions committees.
United Nations sanctions are imposed by the UNSC, usually acting under Chapter VII of the
United Nations Charter. Decisions of the UNSC bind members of the United Nations and override
other obligations of United Nations member states.
European Union
Under European Union sanction measures, there is no “blanket” ban on doing business in or
with a jurisdiction targeted by sanctions measures. It is not generally prohibited or otherwise
restricted for a person or entity to do business (involving non-controlled or unrestricted items) with
a counterparty in a country subject to European Union sanctions where that counterparty is not a
Sanctioned Person and not engaged in prohibited activities, such as exporting, selling, transferring
or making certain controlled or restricted products available (either directly or indirectly) to, or for
use in a jurisdiction subject to sanctions measures, provided that no funds and economic resources
are made available to the Sanctioned Persons.
United Kingdom and United Kingdom overseas territories
As of January 1, 2021, the United Kingdom is no longer an EU member state. EU law
including EU sanctions measures continued to apply to and in the United Kingdom until December
31, 2020. EU sanctions measures had also been extended by the United Kingdom on a regime by
regime basis to apply in the United Kingdom overseas territories, including the Cayman Islands.
Starting from January 1, 2021, the United Kingdom applies its own sanctions programs and has
extended its autonomous sanctions regimes to apply to and in the United Kingdom overseas
territories.
Australia
The Australian restrictions and prohibitions arising from the sanctions laws apply broadly to
any person in Australia, any Australian anywhere in the world, companies incorporated overseas
that are owned or controlled by Australians or persons in Australia, and/or any person using an
Australian flag vessel or aircraft to transport goods or transact services subject to United Nations
sanctions.
REGULATORY OVERVIEW
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OVERVIEW
Against the backdrop of the National innovation-driven development strategy in 2012, the
implementation of such strategy by CASIA, a research institutes found by Chinese Academy of
Science (an academic organization directly under the supervision of the State Council) in 1956 and
focus on research of intelligent science and technology, by encouraging and facilitating the transfer
and transform of scientific and technological achievements in 2016, our Company was found in
2017 by distinguished AI scientists from the CASIA. Our Company is an emerging enterprise AI
technology and service provider in China, specializing in complex data analytics and AI-assisted
decision-making. Our capabilities cover the entire AI service value chain, including data
governance, knowledge graph construction, model training, and AI application development. We
serve mission-critical organizations across China, facilitating the intelligent transformation of
sectors such as public sector services, media and communications, and other commercial
enterprises. During the Track Record Period, we provided AI services to over 650 enterprise and
government customers.
KEY MILESTONES
The following is a summary of our key development milestones:
Y ear Event
2017 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our Company was established in March 2017 and committed to transforming artificial
intelligence technology into AI services enabling intelligent decision making
2018 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We developed our Omnimedia Intelligent Platform version 1.0 ( Όద᜗౽ঐ̻ၽ1.0), an early
machine learning version of Y ayi model tailored media and communications
We established our X-Data AI intelligent computing R&D base and we developed an early
version of X-Data, namely, X-Data Big Data Intelligent Computing Platform ( ˂ಳɽᅰኽ౽ၑ
̻ၽ)
2019 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We launched our DIOS version 1.0 which focus on providing data intelligence services to
media and communication industry
With our Omnimedia Intelligent Platform ( Όద᜗౽ঐ̻ၽ), we were awarded with the first
prize of Wangxuan News Science and Technology Award (ҦҦஔᆤɓഃᆤ), the
highest level of technology award in China’s news and media industry
We were selected as the first 100 Beijing “Little Giant” for specialized and sophisticated
enterprises that produce new and unique products ( ̏ԯ̹ਖ਼ၚतอ“ʃ̶ɛ”Άุ)
2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We were selected as a China “Little Giant” for specialized and sophisticated enterprises that
produce new and unique products ( ʕ਷ਖ਼ၚतอ“ʃ̶ɛ”Άุ)
2021 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We developed an early version of DI-Brain
We developed a highly realistic virtual digital human ( ৷ᏝॆൈᏝᅰοɛ) and debuted at the
China International Big Data Industry Expo ( ʕ਷਷ყɽᅰኽପุ௹ᚎึ)
2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We were approved to establish a postdoctoral research workstation (ʈЪ१)b y
Beijing Municipal Human Resources and Social Security Bureau (ღ
҅)
We were selected as “Beijing Intellectual Property Model Organization” (ᗆପᛆͪᇍ
ఊЗ)
HISTORY AND CORPORATE STRUCTURE
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Y ear Event
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We launched our proprietary large language model, Y ayi LLM, and our no-code platform for
rapid development and deployment of industry-specific AI agents, DI-Brain which constitute
our DIOS version 2.0
We, as a core compiling unit, participated in the compilation of the China Academy of
Information and Communications Technology (Ӻ৫)’s financial industry large
model standard (ᅺ๟)
Our Y ayi LLM version 2.0 was certified by China Academy of Information and
Communications Technology (Ӻ৫) as leading level (level 4) in the domain of
model building capability, which made us one of the highest rated technology companies at the
time of certification
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118For Cantonese speaking region, we released the Chinese, English and Cantonese multi-
language “D2 LLM” large model and the enterprise level AI application D2 AIE in Hong Kong
We were selected as the Forbes China TOP50 Artificial Intelligence Enterprise ( ၅̺౶ʕ਷ɛ
ҦΆุTOP50)
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118“Dayi Jinkui” (ྎ), traditional Chinese medicine large model jointly developed by us
and the China Academy of Chinese Medical Sciences (ኪ৫), passed the highest
level of trusted AI certification from the China Academy of Information and Communications
Technology (Ӻ৫)
OUR PRINCIPAL SUBSIDIARIES
The following table sets forth certain information of each of our principal subsidiaries as of
the Latest Practicable Date.
Name Principal business activities
Shareholding
controlled by
our Company
Date and
jurisdiction of
establishment and
commencement of
business
Beijing Zhongke Wenge
Holdings Co., Ltd.
(ʮ
̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Research and development
and sale of software
products
100% May 9, 2023, PRC
Nanjing Zhongke Wenge
Technology Co., Ltd. (ԯ
ʮ̡) /H1118/H1118/H1118
Research and development
and sale of software
products
100% August 23, 2019,
PRC
Shenzhen Zhongke Wenge
Technology Co., Ltd. ( ଉέ
ʮ̡) /H1118/H1118/H1118
Research and development
and sale of software
products
100% May 8, 2018, PRC
Xi’an Zhongke Wenge
Technology Co., Ltd. ( Гτ
ʮ̡) /H1118/H1118/H1118
Research and development
and sale of software
products
100% July 2, 2018, PRC
Zhejiang Xinhua Mobile
Media Co., Ltd.
(ࠢ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Provision of AI services 51% June 29, 2012,
PRC
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MAJOR CORPORATE DEVELOPMENT AND MAJOR SHAREHOLDING CHANGES OF
OUR COMPANY
Establishment of our Company
Against the backdrop of the National innovation-driven development strategy in 2012, the
Chinese Academy of Sciences, an academic organization directly under the supervision of the State
Council, issued the “Guidance on Accelerating the Transfer and Transformation of Scientific and
Technological Achievements in the New Era” (ኬจԈ)i n
August 2016 (the “ TTSTA Guidance ”), encouraging its affiliated scientific research institutions
(including the CASIA) to accelerate the promotion of the transfer and transformation of scientific
and technological achievements in accordance with, among others, the “Law of the People’s
Republic of China on Promoting the Transformation of Scientific and Technological Achievements”
().
Pursuant to the TTSTA Guidance, CASIA, being one of the research institutes found by
Chinese Academy of Science in 1956 and focus on research of intelligent science and technology,
implements such National innovation-driven development strategy and supports the
commercialisation of scientific and technological achievements by rewarding the relevant
researchers, supporting them to leave their positions and start their own businesses and/or
contributing intellectual properties into equity investment. With the approval of CASIA in January
2017 which agreed the relevant technical personnel (including Dr. Wang, Dr. Luo, Prof. Zeng) to
jointly establish our Company with Beijing Hongfang Cultural Communication Center (ѥ˖
ʷෂᅧʕː,“ Beijing Hongfang ” and Beijing Zhongzi Investment Management Company Limited
(ʮ̡,“ Zhongzi Investment ” for carrying out the industrialization of new
media big data technologies and systems, on March 20, 2017, our Company was established as a
joint stock company with limited liability under the laws of the PRC by Beijing Zhongke Tianhu
Technology Centre (Limited Partnership) (Ҧʕː(Υྫ), “Zhongke Tianhu ”),
Zhongzi Investment, Beijing Hongfang, Dr. Wang, Prof. Zeng and Dr. Luo with a registered capital
of RMB10.0 million. Save for Zhongzi Investment’s initial capital in the Company was contributed
by CASIA, none of the other shareholders initial capital was funded by CAS or its affiliated entities.
Upon establishment, our Company was owned by Zhongke Tianhu, Zhongzi Investment, Beijing
Hongfang, Dr. Wang, Prof. Zeng and Dr. Luo as to 65.00%, 12.00%, 10.00%, 5.00%, 5.00% and
3.00%, respectively.
To the best knowledge, information and belief of our Directors, having made all reasonable
enquiries, (i) Zhongke Tianhu was an employee share platform with Dr. Luo being the executive
partner immediately before its deregistration in May 2024; (ii) Zhongzi Investment is a limited
company with its equity interest wholly owned by CASIA, one of the 115 research institutes
established by Chinese Academy of Science which focus on research of intelligent science and
technology, and is the investment platform of CASIA responsible for most of the investment and
commercialization of CASIA’s potential projects. Although CASIA is an affiliated research
institutes within CAS, CASIA has independent legal entity status. CASIA exercise independent
management responsibilities in accordance with relevant management regulations in its operation
and management, including its investment and commercialization. CASIA had independent
investment decision making procedures in place regarding their investment and management
through Zhongzi Investment. CASIA ’s investment decisions are collective made by its affairs
committee (ਕึ). Pursuant to the TTSTA Guidance and “Measures for the Management
of External Investment by the Chinese Academy of Science” (جissued
by the CAS, the decision of CAS’s affiliated institutes (e.g. CASIA) to use scientific and
technological achievements (؈as equity investment should be made by the institutes
themselves, and the institutes are not required to submit their decisions to the Academy for review.
Save as being a shareholder and interested in of the Company, Zhongzi Investment and CASIA are
Independent Third Parties; and (iii) Beijing Hongfang was ultimately owned by 3 Independent Third
Parties.
HISTORY AND CORPORATE STRUCTURE
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To fund our strategic growth and broaden our shareholder base, we have conducted several
rounds of Pre-IPO Investments and capital increase since the establishment of our Company. See
“— Major Shareholding Changes” and “— Pre-IPO Investments” for details.
Immediately before the Series A Financing in May 2018, the shareholding structure of our
Company was as follows:
Name of Shareholder Number of Shares Shareholding
(%)
Zhongke Tianhu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,500,000 65.00
Zhongzi Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,200,000 12.00
Zhongke Jiuhe (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,000,000 10.00
Dr. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500,000 5.00
Prof. Zeng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500,000 5.00
Dr. Luo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118300,000 3.00
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,000,000 100.00
Note:
(1) In January 2018, Beijing Hongfang transferred 1,000,000 Shares to Guangzhou Zhongke Jiuhe Technology
Center (Limited Partnership) (Ҧʕː(Υྫ)) (“ Zhongke Jiuhe ”) for a consideration of
RMB8.0 million. To the best knowledge, information and belief of our Directors, having made all reasonable
enquiries, Zhongke Jiuhe was a employees share platform with Dr. Wang being the executive partner and it
ceased to be our Shareholder in September 2020.
Major Shareholding Changes
1. Series A Financing in 2018
On May 4, 2018, a share subscription agreement was entered into among our Company, its
then Shareholders and three new investors, Beijing Zhongke Chuangxing Hard Technology V enture
Capital Partnership (Limited Partnership) (Ҧ௴ุҳ༟ΥྫΆุ(Υྫ),
“Zhongke Chuangxing-I ”), Ruide Huihuang Investment Co., Ltd. (ʮ̡,“ Ruide
Huihuang ”) and Qingdao Lanhai Fangzhou V enture Capital Fund Partnership (Limited Partnership)
(ΥྫΆุ(Υྫ), “ Lanhai Fangzhou ”) (the “ Series A
Financing ”), to facilitate the introduction of institutional capital to support the Company’s business
expansion. Pursuant to the agreement:
(a) Zhongke Chuangxing-I subscribed for 1,034,500 newly issued Shares for a consideration
of RMB45.0 million;
(b) Ruide Huihuang subscribed for 229,900 newly issued Shares for a consideration of
RMB10.0 million; and
(c) Lanhai Fangzhou subscribed for 229,900 newly issued Shares for a consideration of
RMB10.0 million.
The subscription prices were based on the valuation agreed between the parties for the Series
A Financing. For details of Zhongke Chuangxing-I, Ruide Huihuang and Lanhai Fangzhou, see “—
Pre-IPO Investments — Background of our principal Pre-IPO Investors”.
HISTORY AND CORPORATE STRUCTURE
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2. Capital Increase and Series B Financing in 2019
On April 16, 2019, a resolution was passed at a general meeting of our Company to convert
RMB38.51 million from the capital reserve into registered capital. As a result, the registered capital
of our Company increased from RMB11.49 million to RMB50.00 million. Such increased capital of
RMB38.51 million was allocated to our then Shareholders in proportion to their respective equity
interests.
On April 29, 2019, our Company and its then Shareholders entered into an investment
agreement with Shenzhen Hengbang Zhiyuan No.5 Investment Partnership Enterprise
(Limited Partnership) (Ⴣʞ໮ҳ༟ΥྫΆุ(Υྫ), “ Hengbang Zhiyuan
No.5 ”), Fuzhou Y oubang Technology Center (General Partnership) (Ҧʕː(౷ஷΥ
ྫ), “ Fuzhou Y oubang ”) and Zhongke Chuangxing-I (the “ Series B Financing ”). The Series B
Financing involved both subscription for new Shares and transfer of existing Shares, aiming to
introduce new investors and supporting the Company’s business expansion.
In relation to the subscription for new Shares, pursuant to the agreement:
(a) Hengbang Zhiyuan No.5 subscribed for 2,000,000 newly issued Shares for a
consideration of RMB36.0 million;
(b) Fuzhou Y oubang subscribed for 833,333 newly issued Shares for a consideration of
RMB15.0 million; and
(c) Zhongke Chuangxing-I subscribed for 555,556 newly issued Shares for a consideration
of RMB10.0 million.
In relation to the transfer of existing Shares, pursuant to the agreement:
(a) Zhongke Jiuhe transferred 1,000,000 Shares to Hengbang Zhiyuan No.5 for a
consideration of RMB12.0 million; and
(b) Zhongke Jiuhe transferred 500,000 Shares to Zhongke Chuangxing-I for a consideration
of RMB6.0 million.
The subscription prices were based on the valuation agreed between the parties for the Series
B Financing, while the transfer prices were determined through commercial negotiations between
respective parties. For details of Zhongke Chuangxing-I, Hengbang Zhiyuan No.5 and Fuzhou
Y oubang, see “— Pre-IPO Investments — Background of our principal Pre-IPO Investors”.
3. Share Transfers and Series C and Series C+ Financing in 2020
On June 8, 2020, Zhongke Tianhu, our then Shareholder, entered into a series of share transfer
agreements (as supplemented by way of a supplemental agreement dated August 5, 2020), pursuant
to which Zhongke Tianhu transferred 2,854,982, 19,962,150 and 5,457,868 Shares to Dr. Luo,
Zhongke Sanshi and Zhongke Y oucai with no transfer price involved as they were effected solely
to facilitate the restructuring of the employee shares structure.
On July 30, 2020, our Company and its then Shareholders entered into an investment
agreement with Shenzhen Capital Group Co., Ltd. (ʮ̡,“ SCGC ”),
Beijing Hongtu Tech Technology Entrepreneurship Investment Center (Limited Partnership) ( ̏ԯ
Ҧ௴ุҳ༟ʕː(Υྫ), “ Hongtu Tech ”), Zhongke Liandong Chuangxin Equity
Investment Fund (Shaoxing) Partnership (Limited Partnership) (ږ(ୗጳ)
ΥྫΆุ(Υྫ), “ Zhongke Lianchuang ”), Beijing Jinke Huisheng V enture Capital
Partnership (Limited Partnership) (ි᳅௴ุҳ༟ΥྫΆุ(Υྫ), “ Jinke
Huisheng ”), Beijing Zhongzi Innovation Artificial Intelligence V enture Capital Phase I Fund
(Limited Partnership) (ږ(Υྫ), “ Zhongzi Innovation ”),
HISTORY AND CORPORATE STRUCTURE
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Beijing Guoke Dingzhi Equity Investment Center (Limited Partnership) (ᛆҳ༟ʕ
ː(Υྫ), “ Guoke Dingzhi ”) and Guizhou Fenghou Zhiyuan V enture Capital Center (Limited
Partnership) (౽๕௴ุҳ༟ʕː(Υྫ), “ Fenghou Zhiyuan ”) (the “ Series C
Financing ”).
The Series C Financing involved both subscription for new Shares and transfer of existing
Shares, aiming to introduce new investors and supporting the Company’s business expansion.
In relation to the subscription for new Shares, pursuant to the agreement:
(a) SCGC subscribed for 2,033,862 newly issued Shares for a consideration of RMB40.0
million;
(b) Hongtu Tech subscribed for 2,033,862 newly issued Shares for a consideration of
RMB40.0 million;
(c) Zhongke Lianchuang subscribed for 1,016,931 newly issued Shares for a consideration
of RMB20.0 million;
(d) Jinke Huisheng subscribed for 1,016,931 newly issued Shares for a consideration of
RMB20.0 million;
(e) Zhongzi Innovation subscribed for 508,466 newly issued Shares for a consideration of
RMB10.0 million; and
(f) Guoke Dingzhi subscribed for 508,466 newly issued Shares for a consideration of
RMB10.0 million.
In relation to the transfer of existing Shares, pursuant to the agreement:
(a) Zhongke Jiuhe transferred 1,324,603 Shares to Fuzhou Y oubang for a consideration of
RMB26.05 million; and
(b) Zhongke Jiuhe transferred 508,466 Shares to Fenghou Zhiyuan for a consideration of
RMB10.0 million.
The subscription and transfer prices were determined based on the valuation agreed among the
parties for the Series C Financing.
On September 30, 2020, a share transfer agreement was entered into between Zhongke Jiuhe,
our then Shareholder, and Beijing Phase II Zhongke Chuangxing Hard Technology V enture Capital
Partnership (Limited Partnership) (Ҧ௴ุҳ༟ΥྫΆุ(Υྫ),
“Zhongke Chuangxing-II ”), pursuant to which Zhongke Jiuhe transferred 1,016,931 Shares to
Zhongke Chuangxing-II for a consideration of RMB20.0 million. The transfer price was determined
through commercial negotiation among the parties with reference to the valuation for Series C
Financing.
On December 7, 2020, our Company and its then Shareholders entered into an investment
agreement with National Science and Technology Achievement Transformation Entrepreneurship
Investment Fund (Wuhan) Partnership Enterprise (Limited Partnership) (ᔷʷ௴ุҳ
ږ(ဏ)ΥྫΆุ(Υྫ), “ CASFoF ”) (the “ Series C+ Financing ”). The transaction
involved subscription for new Shares and transfer of existing Shares, aiming to introduce a new
investor and supporting the Company’s business expansion. In relation to the subscription for new
Shares, pursuant to the agreement, CASFoF subscribed for 1,163,604 newly issued Shares for a
consideration of RMB25.0 million. In relation to the transfer of existing Shares, pursuant to the
agreement, Zhongke Y oucai transferred 254,233 Shares to CASFoF for a consideration of RMB5.0
million.
HISTORY AND CORPORATE STRUCTURE
–9 9–


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The subscription price was based on the valuation agreed among the parties for the Series C+
Financing, while the transfer price was determined through commercial negotiation between the
parties with reference to the transfer price in September 2020. To the best knowledge, information
and belief of our Directors, having made all reasonable enquiries, Zhongzi Innovation and Fenghou
Zhiyuan, being our Shareholders who are interested in less than 1% of our Share capital, are
ultimately controlled by Independent Third Parties. For details of SCGC, Hongtu Tech, Zhongke
Lianchuang, Jinke Huisheng, Guoke Dingzhi, Zhongke Chuangxing-II and CASFoF, see “—
Pre-IPO Investments — Background of our principal Pre-IPO Investors”.
4. Series D and Series D+ Financing in 2021
On March 31, 2021, our Company and its then Shareholders entered into an investment
agreement with (a) Shenzhen Shenbao Yiben Cultural Industry Equity Investment Fund Partnership
(Limited Partnership) (ΥྫΆุ(Υྫ), “ Shenbao
Yiben ”); (b) Chongqing Zhaoyin Y ongxiang Equity Investment Fund Partnership (Limited
Partnership) (ΥྫΆุ(Υྫ), “ CMB Y ongxiang”); (c) Jiaxing
Xingge Equity Investment Partnership Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆ
ุ(Υྫ), “ Jiaxing Xingge ”); (d) Xiyue Xinmei (Zhuhai) Investment Partnership Enterprise
(Limited Partnership) (ߕ(मऎ)ҳ༟ΥྫΆุ(Υྫ), formerly known as Xiyue Xinmei
No. 1 (Zhuhai) Equity Investment Partnership Enterprise (Limited Partnership) ( ఃຽอదɓ໮(म
ऎ)ΥྫΆุ(Υྫ)), “ Xiyue Xinmei ”); (e) Shenzhen Zhaoyin Tongming Growth
Equity Investment Fund Partnership (Limited Partnership) (Υྫ
Άุ(Υྫ), “ CMB Tongming ”); (f) Liaoning Xinxing Phase II Cultural Entrepreneurship
Investment Fund Partnership Enterprise (Limited Partnership) (Υ
ྫΆุ(Υྫ), “ Liaoning Xinxing ”); (g) Shenzhen Hengbang Growth No.5 V enture Capital
Partnership Enterprise (Limited Partnership) (ʞ໮௴ุҳ༟ΥྫΆุ(Υྫ),
“Hengbang Growth No.5 ”); (h) Lhasa Y a Xiang Xing Tai Investment Co., Ltd. (߅
ʮ̡,“ Y axiang Xingtai ”); (i) Shenzhen Shengrunda Investment Co., Ltd. ( ଉέ໋ᆗ༺ҳ༟
ʮ̡,“ Shengrunda ”); and (j) Zhuhai Growth and Win Win V enture Capital Fund (Limited
Partnership) (ږ(Υྫ), “ Chengzhang Gongying ”) (the “ Series D
Financing ”).
The Series D Financing involved subscription for new Shares and transfer of existing Shares,
aiming to introduce new investors and supporting the Company’s business expansion.
In relation to the subscription for new Shares, pursuant to the agreement:
(a) Shenbao Yiben subscribed for 2,055,700 newly issued Shares for a consideration of
RMB50.0 million;
(b) CMB Y ongxiang subscribed for 1,480,104 newly issued Shares for a consideration of
RMB36.0 million;
(c) Jiaxing Xingge subscribed for 1,233,420 newly issued Shares for a consideration of
RMB30.0 million;
(d) Xiyue Xinmei subscribed for 822,280 newly issued Shares for a consideration of
RMB20.0 million; and
(e) CMB Tongming subscribed for 411,140 newly issued Shares for a consideration of
RMB10.0 million;
(f) Liaoning Xinxing subscribed for 411,140 newly issued Shares for a consideration of
RMB10.0 million; and
(g) Chengzhang Gongying subscribed for 164,456 newly issued Shares for a consideration
of RMB4.0 million.
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In relation to the transfer of existing Shares, pursuant to the agreement:
(a) Zhongke Chuangxing-I transferred 411,140 Shares to Hengbang Growth No.5 for a
consideration of RMB10.0 million;
(b) Zhongke Chuangxing-I transferred 411,140 Shares to Y axiang Xingtai for a
consideration of RMB10.0 million; and
(c) Zhongke Chuangxing-I transferred 411,140 Shares to Shengrunda for a consideration of
RMB10.0 million.
The subscription and transfer prices were determined based on the valuation agreed between
the parties for the Series D Financing.
On December 24, 2021, a capital increase agreement was entered into among our Company,
its then Shareholders, together with China Internet Investment Fund (Limited Partnership) ( ʕ਷ʝ
ږ(Υྫ), “ China Internet Investment ”) and Infotech National Emerging Industry
V enture Investment Guidance Fund (Limited Partnership). (อጳପุ௴ุҳ༟ˏኬਿ
ږ(Υྫ), “ Infotech ”) (the “ Series D+ Financing ”) aiming to introduce new investors and
support the Company’s business expansion. Pursuant to the agreement:
(a) China Internet Investment subscribed for 3,289,121 newly issued Shares for a
consideration of RMB80.0 million; and
(b) Infotech subscribed for 822,280 newly issued Shares for a consideration of RMB20.0
million.
The subscription prices were determined based on the valuation agreed between the parties for
the Series D+ Financing.
To the best knowledge, information and belief of our Directors, having made all reasonable
enquiries, Liaoning Xinxing, Xiyue Xinmei and Shengrunda, all being our Shareholders who are
interested in less than 1% of our Share capital, are ultimately controlled by Independent Third
Parties. For details of Shenbao Yiben, Hengbang Growth No.5, China Internet Investment and
Infotech, see “— Pre-IPO Investments — Background of our principal Pre-IPO Investors”.
5. Share Transfers, Series E and Series E+ Financing and Capital Increase in 2022
On January 13, 2022, a share transfer agreement was entered into between Fuzhou Y oubang,
and Gongqingcheng Ruisheng Equity Investment Partnership Enterprise (Limited Partnership) ( ΍
ᛆҳ༟ΥྫΆุ(Υྫ), “ GQC Ruisheng ”), to facilitate the introduction of GQC
Ruisheng as a new investor of our Company. Pursuant to the agreement, Fuzhou Y oubang
transferred 591,521 Shares to GQC Ruisheng for a consideration of RMB20.44 million. The transfer
price was determined through commercial negotiation and valuation agreed between the parties.
On February 11, 2022, our Company and its then Shareholders entered into an investment
agreement with Guoke Dacheng Kechuang Equity Investment Fund (Tianjin) Partnership Enterprise
(Limited Partnership) (ږ(ݵ)ΥྫΆุ(Υྫ), “Guoke Dacheng ”),
Guoke Xinxing Kechuang Equity Investment Fund (Tianjin) Partnership Enterprise (Limited
Partnership) (ږ(ݵ)ΥྫΆุ(Υྫ), “Guoke Xinxing ”), Shenzhen
Hengbang Growth No.10 V enture Capital Partnership Enterprise (Limited Partnership) ( ଉέ̹㛬Ԟ
ɤ໮௴ุҳ༟ΥྫΆุ(Υྫ), “ Hengbang Growth No.10 ”), Beijing Wendan Technology
Co., Ltd. (Limited Partnership) (ΥྫΆุ(Υྫ), “ Beijing Wendan ”) and
Zhuhai Daye Shengde Technology Management Center (Limited Partnership) (Ҧ၍
ଣʕː(Υྫ), “ Daye Shengde ”) (the “ Series E Financing ”). The Series E Financing involved
both subscription for new Shares and transfer of existing Shares, aiming to introduce new investors
and supporting our Company’s business expansion.
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In relation to the subscription for new Shares, pursuant to the agreement:
(a) Infotech, an existing Shareholder, subscribed for 1,736,656 newly issued Shares for a
consideration of RMB60.0 million;
(b) Guoke Dacheng subscribed for 897,272 newly issued Shares for a consideration of
RMB31.0 million;
(c) Guoke Xinxing subscribed for 897,272 newly issued Shares for a consideration of
RMB31.0 million;
(d) Hengbang Growth No.10 subscribed for 578,885 newly issued Shares for a consideration
of RMB20.0 million; and
(e) Jinke Huisheng, an existing Shareholder, subscribed for 578,885 newly issued Shares for
a consideration of RMB20.0 million.
In relation to the transfer of existing Shares, pursuant to the agreement:
(a) Dr. Wang transferred 578,885 Shares to Hengbang Growth No.10 for a consideration of
RMB20.0 million;
(b) Zhongke Sanshi transferred 555,730 Shares to Hengbang Growth No.10 for a
consideration of RMB19.2 million;
(c) Zhongke Sanshi transferred 289,443 Shares to BJ Wendan for a consideration of
RMB10.0 million; and
(d) Zhongke Sanshi transferred 144,721 Shares to Daye Shengde for a consideration of
RMB5.0 million.
The subscription and transfer prices were determined based on the valuation agreed for the
Series E Financing.
On September 29, 2022, a capital increase agreement was entered into among our Company,
its then Shareholders, together with CDBC Manufacturing Industry Transformation and Upgrading
Fund (Limited Partnership) (ږ(Υྫ), “ CDBC MTU Fund ”), CCTV
Integrated Media Industry Investment Fund (Limited Partnership) (ږ()ࠢ
Υྫ), “ CCTV Integrated Media ”), Beijing Zhongguancun Science City Technology Growth
Investment Partnership Enterprise (Limited Partnership) (ҳ༟ΥྫΆุ
(Υྫ), “ ZGC Science City ”) and Daye Shengde, aiming to introduce new investors and
support the Company’s business expansion (the “ Series E+ Financing ”). Pursuant to the
agreement:
(a) CDBC MTU Fund subscribed for 5,197,585 newly issued Shares for a consideration of
RMB199.0 million;
(b) CCTV Integrated Media subscribed for 1,305,926 newly issued Shares for a
consideration of RMB50.0 million;
(c) ZGC Science City subscribed for 1,305,926 newly issued Shares for a consideration of
RMB50.0 million; and
(d) Daye Shengde, an existing Shareholder, subscribed for 156,711 newly issued Shares for
a consideration of RMB6.0 million.
The subscription prices were determined based on the valuation agreed among the parties for
the Series E+ Financing. GQC Ruisheng and BJ Wendan, being our Shareholder interested in less
than 1% our of share capital, is ultimately controlled by an Independent Third Party. For details of
Guoke Dacheng, Guoke Xinxing, Hengbang Growth No.10, Daye Shengde, CDBC MTU Fund,
CCTV Integrated Media and ZGC Science City, see “— Pre-IPO Investments — Background of our
principal Pre-IPO Investors”.
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On 23 December 2022, a resolution was passed at a general meeting of our Company to
convert RMB64.98 million from the capital reserve into registered capital. As a result, the registered
capital of our Company increased from RMB85.0 million to RMB150.00 million. Such increased
capital of RMB65.0 million was allocated to the existing Shareholders in proportion to their
respective equity interests.
6. Share Transfers in 2023
In March 2023, to facilitate the introduction of new investors and a partial exit by the
transferring Shareholders, a series of share transfer agreements were entered into among Zhongke
Chuangxing-I, Y axiang Xingtai, and Qingdao Xinding Gnaw Ge Jinwu Private Equity Investment
Fund Partnership (Limited Partnership) (ΥྫΆุ(Υྫ),
“Xinding Jinwu ”), Qingdao Xindinggnanggexin Third Investment Partnership (Limited Partnership)
(䂋ҳ༟ΥྫΆุ(Υྫ), “ Xinding Xinsan ”) and Shenzhen Hengbang Zhiyuan
No.23 V enture Capital Partnership (Limited Partnership) (Ⴣɚɤɧ໮௴ุҳ༟ΥྫΆ
ุ(Υྫ), “ Hengbang Zhiyuan No.23 ”), pursuant to which:
(a) On March 3, 2023, Y axiang Xingtai transferred 725,407 Shares to Xinding Xinsan for
a consideration of RMB14.508 million;
(b) On March 15, 2023, Zhongke Chuangxing-I transferred 2,450,000 Shares to Xinding
Jinwu for a consideration of RMB49.0 million;
(c) On March 15, 2023, Zhongke Chuangxing-I transferred 1,360,000 Shares to Xinding
Xinsan for a consideration of RMB27.2 million; and
(d) On March 15, 2023, Zhongke Chuangxing-I transferred 499,999 Shares to Hengbang
Zhiyuan No.23 for a consideration of RMB10.0 million.
The transfer prices were determined through commercial negotiations between the parties.
In April 2023, to facilitate the introduction of new investors and as incentive to our
employees, a series of share transfer agreements were entered into among our existing Shareholders,
namely CMB Y ongxiang, CMB Tongming, Chengzhang Gongying, Jiaxing Xingge and Zhongke
Sanshi, and a number of transferees, including Y uxin Digital Technology (Henan) Equity
Investment Fund Partnership (Limited Partnership) (߅(یئ)ΥྫΆุ(Υ
ྫ), “ Yuxin Digitech ”) and Shenzhen Hengbang Zhiyuan No. 20 V enture Capital Partnership
(Limited Partnership) (Ⴣɚɤ໮௴ุҳ༟ΥྫΆุ(Υྫ), “ Hengbang Zhiyuan
No. 20 ”), Daye Shengde, together with Wenge Zhicai and Wenge Jiangcai (both being employee
share platforms with Dr. Wang as executive partner), pursuant to which:
(a) On April 17, 2023, CMB Y ongxiang transferred 1,080,000 Shares to Daye Shengde for
a consideration of RMB21.60 million;
(b) On April 17, 2023, CMB Tongming transferred 300,000 Shares to Daye Shengde for a
consideration of RMB6.0 million;
(c) On April 17, 2023, Chengzhang Gongying transferred 120,000 Shares to Daye Shengde
for a consideration of RMB2.40 million;
(d) On April 20, 2023, CMB Y ongxiang transferred 1,171,464 Shares to Hengbang Zhiyuan
No. 20 for a consideration of RMB23.43 million;
(e) On April 20, 2023, CMB Y ongxiang transferred 360,000 Shares to Y uxin Digitech for a
consideration of RMB7.20 million;
(f) On April 20, 2023, CMB Tongming transferred 325,407 Shares to Hengbang Zhiyuan
No. 20 for a consideration of RMB6.51 million;
HISTORY AND CORPORATE STRUCTURE
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(g) On April 20, 2023, Chengzhang Gongying transferred 130,163 Shares to Hengbang
Zhiyuan No. 20 for a consideration of RMB2.60 million;
(h) On April 20, 2023, CMB Tongming transferred 100,000 Shares to Y uxin Digitech for a
consideration of RMB2.0 million;
(i) On April 20, 2023, Chengzhang Gongying transferred 40,000 Shares to Y uxin Digitech
for a consideration of RMB0.80 million;
(j) On April 24, 2023, Jiaxing Xingge transferred 1,453,466 Shares to Hengbang Zhiyuan
No. 20 for a consideration of RMB29.07 million;
(k) On April 28, 2023, Zhongke Sanshi transferred 6,268,709 Shares to Wenge Zhicai for a
consideration of RMB26.96 million; and
(l) On April 28, 2023, Zhongke Sanshi transferred 974,524 Shares to Wenge Jiangcai for a
consideration of RMB4.19 million.
The transfer prices for the transfers to Y uxin Digitech, Hengbang Zhiyuan No. 20 and Daye
Shengde were determined based on the commercial negotiation between the parties, while for the
transfers to Wenge Zhicai and Wenge Jiangcai, both being employee share platforms, were
determined based on a pricing structure adopted to support long-term employee retention and
incentivisation. Y uxin Digitech, being our Shareholders who are interested in less than 1% of our
share capital is ultimately controlled by an Independent Third Party. For details of Xinding Xinsan,
Xinding Jinwu, Hengbang Zhiyuan No.23 and Hengbang Zhiyuan No. 20, see “— Pre-IPO
Investments — Background of our principal Pre-IPO Investors”.
7. Series F Financing in November 2024
On November 28, 2024, our Company and its then shareholders entered into a share
subscription agreement with Beijing Artificial Intelligence Industry Investment Fund (Limited
Partnership) (ږ(Υྫ), “ AI Fund ”) to further strengthen the
capital base of our Company and support its long-term strategic development (the “ Series F
Financing ”). Pursuant to the agreement, AI Fund subscribed for 6,428,571 newly issued Shares for
a consideration of RMB150.0 million.
The subscription price was determined with reference to the valuation agreed for the Series
F Financing. For details of AI Fund, see “— Pre-IPO Investments — Background of our principal
Pre-IPO Investors”.
8. Share Transfers and Series F+ Financing in 2025
On June 5, 2025, a share subscription agreement was entered into among our Company, its
then shareholders, Beijing Shijingshan District Modern Innovation Industry Development Fund Co.,
Ltd. (ʮ̡,“ Modern Industry Fund ”) and Hainan
Xinyi, to facilitate the introduction of additional capital and support the continued development of
our Company. Pursuant to the agreement:
(a) Modern Industry Fund subscribed for 782,143 newly issued Shares for a consideration
of RMB20.0 million; and
(b) Hainan Xinyi subscribed for 1,055,893 newly issued Shares for a consideration of
RMB27.0 million.
The subscription prices were determined with reference to the valuation agreed between the
parties for the Series F+ Financing.
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On June 5, 2025, a series of share transfer agreements were further entered into among Jiaxing
Xingge, Xiyue Xinmei, Modern Industry Fund and Wenge Hongcai (an employee share platform of
our Company) to facilitate the introduction of new investors and exit by the transferring
shareholders. Pursuant to the agreements:
(a) Jiaxing Xingge transferred 722,754 Shares to Modern Industry Fund for a consideration
of RMB13.2 million;
(b) Xiyue Xinmei transferred 370,142 Shares to Modern Industry Fund for a consideration
of RMB6.8 million; and
(c) Xiyue Xinmei transferred 671,991 Shares to Wenge Hongcai for a consideration of
RMB12.5 million.
The transfer prices were determined through commercial negotiations between the parties.
To the best of the Company’s knowledge, Dr. Wang and Mr. Y an became acquainted through
introduction of a mutual friend while attending an industry forum, Mr. Y an is an experienced
entrepreneur in the media and internet industry for almost 15 years. Hainan Xinyi is a limited
partnership controlled and managed by Dr. Wang in his capacity of executive partner interested in
less than 1% of our share capital. Dr. Wang, as the general partner of Hainan Xinyi, is the only
partner who administrate partnership affairs including formulate the rules and regulations of the
partnership, and represent the limited partnership externally. Dr. Wang is responsible for the daily
operation and management of the partnership. Dr. Wang shall also regularly report to other partners
on the execution of affairs and the operation and financial status of the partnership. To the best
knowledge, information and belief of our Directors, having made all reasonable enquiries, the
limited partners of Hainan Xinyi are Y angpu Runhang (a limited partnership interested by each of
Mr. Y an, Mr. Li Shuwei and Ms. Y ang Haixia as to 33.33% with Mr. Y an as the executive partner),
Hangzhou Dulai (a limited company owned as to 90% and 10% by Mr. Y an and Ying Min, an
independent third party, respectively), Xinyi Investment (a limited partnership interested by Mr. Dai
Ping, a director of Xinhua Mobile and his spouse, Ms. Zhao Jing as to approximately 91.14% and
8.86% respectively with Mr. Dai Ping as the executive partner) and Xinyi Technology (a limited
partnership interested by Mr. Y an and his spouse, Ms. Gu Tao as to 99.9% and 0.1% respectively
with Mr. Y an as the executive partner) interested in 13.96%, 20.85%, 28.96% and 36.22% as of the
Latest Practicable Date. To the best of the Company’s knowledge, in addition of being limited
partners of Hainan Xinyi, Y angpu Runhang, Hangzhou Dulai and Xinyi investment are also
shareholders of Xinhua Mobile and associates of Mr. Dai or Mr. Y an while Xinyi Technology is also
an associate of Mr. Y an. For details of Modern Industry Fund, see “— Pre-IPO Investments —
Background of our principal Pre-IPO Investors”.
Immediately after completion of the aforesaid share transfers and series F+ Financing, the
shareholding structure of our Company was as follows:
Name of Shareholder Number of Shares Shareholding
(%)
Zhongke Sanshi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,231,007 16.57
Zhongzi Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,210,056 5.82
Zhongke Y oucai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,181,182 5.80
CDBC MTU Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,170,507 5.79
Dr. Luo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,339,783 4.64
AI Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,428,571 4.06
Wenge Zhicai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,268,709 3.96
China Internet Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,803,255 3.67
Hengbang Zhiyuan No.5 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,293,136 3.34
Infotech /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,514,932 2.85
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Name of Shareholder Number of Shares Shareholding
(%)
Prof. Zeng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,837,523 2.42
Shenbao Yiben /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,627,033 2.29
SCGC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,588,502 2.27
Hongtu Tech /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,588,502 2.27
Zhongke Chuangxing-I /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,315,885 2.10
Hengbang Zhiyuan No. 20 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,080,500 1.95
Hengbang Growth No.10 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,023,263 1.91
Dr. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,816,151 1.78
Jinke Huisheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,815,624 1.78
Fuzhou Y oubang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,763,749 1.75
CASFoF /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,501,601 1.58
Xinding Jinwu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,450,000 1.55
CCTV Integrated Media /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,304,148 1.46
ZGC Science City /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,304,148 1.46
Xinding Xinsan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,085,407 1.32
Daye Shengde /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,031,840 1.28
Modern Industry Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,875,039 1.18
Zhongke Chuangxing-II /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,794,251 1.13
Zhongke Lianchuang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,794,251 1.13
Ruide Huihuang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,764,379 1.11
Lanhai Fangzhou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,764,379 1.11
Guoke Dacheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,583,127 1.00
Guoke Xinxing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,583,127 1.00
Hainan Xinyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,055,893 0.67
GQC Ruisheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,043,667 0.66
Wenge Jiangcai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118974,524 0.62
Zhongzi Innovation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118897,126 0.57
Guoke Dingzhi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118897,126 0.57
Fenghou Zhiyuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118897,126 0.57
Liaoning Xinxing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118725,407 0.46
Hengbang Growth No.5 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118725,407 0.46
Shengrunda /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118725,407 0.46
Wenge Hongcai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118671,991 0.42
BJ Wendan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118510,687 0.32
Y uxin Digitech /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500,000 0.32
Hengbang Zhiyuan No.23 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118499,999 0.32
Xiyue Xinmei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118408,680 0.26
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118158,266,607 100.0
Pre-IPO Incentive Plans
We adopted the Pre-IPO Incentive Plans. For details, see “Statutory and General Information
— Pre-IPO Incentive Plans” in Appendix VI to this prospectus. As of the Latest Practicable Date,
all awards under the Pre-IPO Employee Share Schemes were granted to specified participants (by
way of being limited partners of the relevant employee share platforms, namely, Wenge Jiangcai,
Wenge Zhicai, Zhongke Y oucai, Zhongke Cuicai, Zhongke Huicai, Zhongke Quncai and Zhongke
Yingcai), while all options under the Pre-IPO Share Option Scheme were granted to the specified
participants. No further options or awards will be granted under the Pre-IPO Incentive Plans
following the Listing.
HISTORY AND CORPORATE STRUCTURE
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PRE-IPO INVESTMENTS
Overview
We have conducted ten rounds of pre-IPO financing, pursuant to which certain Pre-IPO
Investors invested in our business.
For details of Pre-IPO Investors, see “— Background of our principal Pre-IPO Investors”.
Series Pre-IPO Investor
Date of
agreement
Consideration
paid
Date of
payment
of full
consideration
Investment
cost per
Share (1)
Premium/
(Discount) to
the Offer
Price (2)
Total number
of Shares
under
relevant
agreement
(RMB’000) (RMB) (%) (’000)
A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Zhongke Chuangxing-I May 4, 2018 45,000.00 June 1, 2018 43.50 (18.24) 1,034.50
Ruide Huihuang 10,000.00 May 8, 2018 229.90
Lanhai Fangzhou 10,000.00 June 4, 2018 229.90
B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Hengbang Zhiyuan No.5 April 29, 2019 36,000.00 May 16, 2019 18.00
(3) (66.17) 2,000.00
12,000 (4) May 16, 2019 12.00 (3) (77.45) 1,000.00
Fuzhou Y oubang 15,000.00 May 20, 2019 18.00 (3) (66.17) 833.33
Zhongke Chuangxing-I 10,000.00 May 20, 2019 18.00 (3) (66.17) 555.56
6,000 (4) May 20, 2019 12.00 (3) (77.45) 500.00
C /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118SCGC July 30, 2020 40,000.00 August 4, 2020 19.67 (63.03) 2,033.86
Hongtu Tech 40,000.00 August 13,
2020
2,033.86
Fuzhou Y oubang (5) 26,050 August 24,
2020
1,324.60
Zhongke Lianchuang 20,000.00 July 28, 2020 1,016.93
Jinke Huisheng 20,000.00 August 5, 2020 1,016.93
Zhongzi Innovation
(12) 10,000.00 July 30, 2020 508.47
Guoke Dingzhi 10,000.00 September 10,
2020
508.47
Fenghou Zhiyuan (5)(12) 10,000.00 August 14,
2020
508.47
Equity Transfer (5) /H1118Zhongke Chuangxing-II September 30,
2020
26,050 October 13,
2020
19.67 (63.03) 1,016.93
C+ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118CASFoF December 7,
2020
25,000.00 December 15,
2020
21.48 (59.63) 1,163.60
5,000 (6) December 15,
2020
19.67 (63.03) 254.23
D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Shenbao Yiben March 31, 2021 50,000.00 April 30, 2021 24.32 (54.29) 2,055.70
CMB Y ongxiang (13) 36,000.00 April 15, 2021 1,480.10
Jiaxing Xingge (13) 30,000.00 April 25, 2021 1,233.42
Xiyue Xinmei (12) 20,000.00 April 12, 2021 822.28
CMB Tongming (13) 10,000.00 April 16, 2021 411.14
Liaoning Xinxing (12) 10,000.00 April 16, 2021 411.14
Chengzhang
Gongying (13)
4,000.00 April 20, 2021 164.46
Hengbang Growth
No.5 (7)(12)
10,000 (7) April 27, 2021 411.14
Y axiang Xingtai (7)(13) 10,000 (7) April 14, 2021 411.14
Shengrunda (7)(12) 10,000 (7) April 22, 2021 411.14
D+ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118China Internet
Investment
December 24,
2021
80,000.00 January 7,
2022
24.32 (54.29) 3,289.12
Infotech 20,000.00 January 6,
2022
822.28
HISTORY AND CORPORATE STRUCTURE
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Series Pre-IPO Investor
Date of
agreement
Consideration
paid
Date of
payment
of full
consideration
Investment
cost per
Share (1)
Premium/
(Discount) to
the Offer
Price (2)
Total number
of Shares
under
relevant
agreement
(RMB’000) (RMB) (%) (’000)
Equity Transfer (8) /H1118GQC Ruisheng (12) January 13,
2022
2,043.66 June 22, 2022 34.55 (35.06) 592.52
E /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Infotech February 11,
2022
60,000.00 February 18,
2022
34.55 (35.06) 1,736.66
Guoke Dacheng 31,000.00 February 24,
2022
897.27
Guoke Xinxing 31,000.00 March 14, 2022 897.27
Hengbang Growth
No. 10
20,000.00 February 22,
2022
578.89
39,200.0 (9) February 11,
2022
1,134.62
Jinke Huisheng 20,000.00 February 21,
2022
578.89
BJ Wendan (9)(12) 10,000 (9) February 11,
2022
289.44
Daye Shengde (9) 5,000 (9) February 11,
2022
144.72
E+ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118CDBC MTU Fund September 29,
2022
199,000.00 October 14,
2022
38.29 (28.03) 5,197.59
CCTV Integrated Media 50,000.00 October 14,
2022
1,305.93
ZGC Science City 50,000.00 October 11,
2022
1,305.93
Daye Shengde 6,000.00 October 14,
2022
156.71
Equity Transfer (10) /H1118Xinding Xinsan March 3, 2023 14,508.00 March 15, 2023 20.00 (62.41) 725.41
March 15, 2023 27,200.00 March 15, 2023 1,360.00
Xinding Jinwu March 15, 2023 49,000.00 March 15, 2023 2,450.00
Hengbang Zhiyuan
No. 23
(12)
March 15, 2023 10,000.00 March 22, 2023 499.99
Hengbang ZY -20 April 20, 2023 32,540.00 April 28, 2023 1,627.03
April 24, 2023 29,070.00 April 28, 2023 1,453.47
Daye Shengde April 17, 2023 30,000.00 April 21, 2023 1,500.00
Y uxin Digitech
(12) April 20, 2023 10,000.00 April 25, 2023 500.00
F /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118AI Fund November 28,
2024
150,000.00 November 29,
2024
23.33 (3) (56.21) 6,428.57
F+ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Modern Industry Fund June 5, 2025 20,000.00 June 6, 2025 25.57 (51.94) 782.14
13,200.00 (11) June 6, 2025 18.26 (65.68) 722.75
6,800.00 (11) June 6, 2025 18.37 (65.47) 370.14
Hainan Xinyi 27,000.00 June 6, 2025 25.57 (51.94) 1,055.89
Notes:
(1) The investment cost per Share equals the total consideration paid by the Pre-IPO Investors in each Pre-IPO
Investment divided by either (i) the registered capital transferred or subscribed by them or (ii) the number of Shares
acquired by them immediately following their respective Pre-IPO Investment.
(2) The premium/(discount) to the Offer Price is calculated based on the assumption that (i) the Offer Price is HK$60.70
per Offer Share, being the indicative Offer Price. The indicative exchange rate of HK$1.00 = RMB0.87652.
(3) The substantial decrease in investment cost per Share in Series B Financing and Series F Financing was due to the
conversion of capital reserve and the increase in registered capital conducted in 2019 and 2022. For details of such
conversion of capital reserve and the increase in registered capital in 2019 and 2022, see “— 2. Capital Increase and
Series B Financing in 2019” and “— 5. Share Transfers, Series E and Series E+ Financing and Capital Increase in
2022”.
HISTORY AND CORPORATE STRUCTURE
– 108 –


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(4) The subject investments were conducted by way of equity transfer from existing shareholders and form part of the
investment agreement of Series B Financing. For details, see “— 2. Capital Increase and Series B Financing in 2019”.
(5) The subject investments were conducted by way of equity transfer from existing shareholders. For details, see “—
3. Share Transfers and Series C and Series C+ Financing in 2020”.
(6) The subject investments were conducted by way of equity transfer from existing shareholder and form part of the
investment agreement of Series C+ Financing. For details, see “— 3. Share Transfers and Series C and Series C+
Financing in 2020”.
(7) The subject investments were conducted by way of equity transfer from existing shareholder and form part of the
investment agreement of Series D Financing. For details, see “— 4. Series D and Series D+ Financing in 2021”.
(8) The subject investment was conducted by way of equity transfer from existing shareholder. For details, see “— 5.
Share Transfers and Series E and Series E+ Financing and Capital Increase in 2022”.
(9) The subject investments were conducted by way of equity transfer from existing shareholder and form part of the
investment agreement of Series E financing. For details, see “— 5. Share Transfers and Series E and Series E+
Financing and Capital Increase in 2022”.
(10) The subject investments were conducted by way of equity transfer from existing shareholders. For details, see “—
6. Share Transfers in 2023”.
(11) The subject investments were conducted by way of equity transfer from existing shareholders and form part of the
investment agreement of Series F+ Financing. For details, see “— 8. Share Transfers and Series F+ Financing in
2025”.
(12) The entities held less than 1.00% of our total issued share capital as of the Latest Practicable Date.
(13) The entities were no longer the shareholders of our Company as of the Latest Practicable Date.
Principal terms of the Pre-IPO Investments
Set forth below is a summary of the details of the Pre-IPO Investments:
Basis of determining the
consideration:
The consideration for each round of the Pre-IPO
Investments was determined based on arm’s length
negotiation amongst the Pre-IPO Investors and our
Group after taking into consideration the timing of the
investments, the respective business operations,
financial performance and prospects of the business of
our Group.
Use of proceeds: Our Company received proceeds of approximately
RMB1.22 billion from the Pre-IPO Investments.
As of the Latest Practicable Date, approximately
69.73% of the net proceeds from the Pre-IPO
Investments received by our Company are for research
and development, capital expenditures and general
working capital needs of our Group and we expect to
continue to utilise the remaining net proceeds in our
ordinary course of business to development and
provision of proprietary artificial intelligence solutions
and large models centered around our self-developed
DIOS.
HISTORY AND CORPORATE STRUCTURE
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Strategic benefits of the
Pre-IPO Investors brought
to our Company:
Our Group was of the view that we could benefit from
the additional funds provided by our Pre-IPO Investors
for our research and development activities and daily
operation, as well as the insight for industry, the
knowledge and experience of the Pre-IPO Investors.
The investments from our Pre-IPO Investors
demonstrated their confidence in our Group’s operations
and capabilities and served as an endorsement of our
Group’s performance and prospects. Also, our Pre-IPO
Investors include experienced investors and investment
funds in the areas of innovative technological industry,
who can share their insight and professional advice on
our Group’s operation and business strategies.
Lock-up period: Pursuant to the applicable PRC law, all Shares issued
prior to the Global Offering (including those held by the
Pre-IPO Investors) are subject to transfer restriction for
a period of one year from the Listing Date.
Background of our principal Pre-IPO Investors
Our principal Pre-IPO Investors comprise:
(1) three Pathfinder SIIs, all of which held more than 3% of the total issued shares of the
Company as of the Latest Practicable Date;
(2) other four Sophisticated Independent Investors; and
(3) other 13 Pre-IPO Investors, being corporate investors that have made meaningful
investments in our Company and each or in aggregate holding more than 1.00% of our
total issued share capital immediately prior to the Global Offering.
Our Pathfinder SIIs
1. CDBC MTU Fund
CDBC MTU Fund is a limited partnership established under the laws of the PRC, with a focus
on two investment areas, namely new-generation information technology and power equipment.
CDBC MTU Fund has two limited partners, namely National Manufacturing Transformation and
Upgrade Fund Co., Ltd. (ʮ̡,“ National MTU Fund ”) and
CDBC Investment Fund Management Co., Ltd. (ப΂ʮ̡,“ CDBC FM ”),
respectively holding 99.80% and 0.20% of the interests therein as of the Latest Practicable Date.
National MTU Fund is a joint stock company with limited liability established under the laws of the
PRC in November 2019 having a registered capital of over RMB140 billion with twenty
shareholders including the Ministry of Finance of the PRC, China Development Bank Capital
Limited (ப΂ʮ̡) and China National Tobacco Corporation ( ʕ਷๧ণᐼʮ̡), etc.
The general partner of CDBC MTU Fund is CDBC FM, a private equity fund limited company.
CDBC FM is responsible for the investment decisions of CDBC MTU Fund, while National MTU
Fund appoints one observer to the investment committee. The Group became acquainted with
CDBC MTU Fund and CDBC FM through its efforts to identify potential investors.
As of the Latest Practicable Date, CDBC MTU Fund held approximately 5.79% of our total
issued Shares. The asset under management (the “ AUM”) of CDBC FM was over RMB27 billion
as of June 30, 2022 (being a date not more than six months prior to the date on which the definitive
agreement for its investment in our Company was signed), and over RMB45 billion as of March 31,
2025, respectively, which meets the thresholds set out in Chapter 2.5 of the Guide. In compliance
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with Rule 18C.05 of the Listing Rules, CDBC MTU Fund held approximately 5.79% and 6.11% of
our total issued Shares, as of June 25, 2025 (being the first date of submission of the Company’s
listing application) and June 25, 2024 (being the commencement date of the pre-application
12-month period), respectively.
2. SCGC and Hongtu Tech (collectively “SCGC Investors ”)
SCGC is a state-owned and independently managed venture capital investment institution with
a primary focus to invest in innovative high-tech companies in the emerging industries in their
start-up, growth or pre-IPO stage, including but not limited to investments in IT, new media,
healthcare, new energy, environment protection, chemical engineering, new material and advanced
manufacturing consumer goods. As of the Latest Practicable Date, major shareholders included (a)
State-owned Assets Supervision and Management Commission of Shenzhen Municipal People’s
Government (ึ,“ SZ SASAC ”), a municipal authority supervising
state-owned assets on behalf of the local government in Shenzhen, holding approximately 28.20%
of the interests therein; (b) Shenzhen Xinghe Real Estate Development Co., Ltd. (ή
ʮ̡), a property developer, holding 20.00% of the interests therein; (c) Shenzhen
Capital Operations Group Co., Ltd. (ʮ̡), a wholly-owned subsidiary of
SZ SASAC, holding approximately 12.79% of the interests therein; and (d) Shanghai Dazhong
Public Utilities (Group) Co., Ltd. ( ɪऎɽ଺ʮ͜ԫุ(ණྠ)ʮ̡), a company listed on the
Stock Exchange (stock code: 1635) and the Shanghai Stock Exchange (stock code: 600635), holding
approximately 10.80% of the interests therein. Save as disclosed above, SCGC had no shareholders
which individually held more than 10% of SCGC’s equity interest.
Hongtu Tech is a limited partnership established under the laws of the PRC, with a focus on
three investment areas, namely manufacturing, IT and transmission services, as well as scientific
research and technical services. The general partner of Hongtu Tech is Shenchuangxin Investment
Management Consulting (Beijing) Co., Ltd. ( ଉ௴อҳ༟၍ଣᚥਪ(̏ԯ)ʮ̡,“ BJ
Consulting ”), holding 1.00% interests therein as of the Latest Practicable Date. BJ Consulting is
wholly-owned by SCGC through Shenzhen Capital Group Red Earth Private Equity Investment
Fund Management (Shenzhen) Co., Ltd. (၍ଣ(ଉέ)ʮ̡), a
wholly-owned subsidiary of SCGC. As of the Latest Practicable Date, major limited partners of
Hongtu Tech included (a) SCGC, holding 35.00% of the interests therein; and (b) Beijing
Innovation Industry Investment Co., Ltd. (ʮ̡), an investment and asset
management company, holding 34.00% of the interests therein. Save as disclosed above, Hongtu
Tech had no limited partners which individually held more than one-third of Hongtu Tech’s
interests. The Group became acquainted with the SCGC Investors through its efforts to identify
potential investors.
As of the Latest Practicable Date, the SCGC Investors held approximately 4.53% of our total
issued Shares. The AUM of the SCGC Investors was more than HK$15.0 billion as of June 30, 2020
(being a date not more than six months prior to the date on which the definitive agreement for its
earliest investment in our Company was signed), and approximately RMB490.0 billion as of March
31, 2025, respectively. As SCGC is ultimately responsible for the investment decisions of BJ
Consulting, SCGC and Hongtu Tech should be aggregated as one Pathfinder SII pursuant to Chapter
2.5 of the Guide. As the AUM of SCGC meets the threshold set out in Chapter 2.5 of the Guide,
the SCGC Investors collectively qualify as a Sophisticated Independent Investor. In compliance
with Rule 18C.05 of the Listing Rules, the SCGC Investors held approximately 4.53% and 4.78%
of our total issued Shares, as of June 25, 2025 (being the first date of submission of the Company’s
listing application) and June 25, 2024 (being the commencement date of the pre-application
12-month period), respectively.
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3. China Internet Investment
China Internet Investment is a limited partnership established under the laws of the PRC
pursuant to the approval of the State Council of the PRC. It was jointly initiated by the Cyberspace
Administration of China and the Ministry of Finance to support the development of strategic sectors
within the digital economy. China Internet Investment adopts an investment approach aimed at
complementing weaknesses, forging strengths, and laying the frontiers (ضۃ,)
with a focus on seven investment areas, namely core Internet technologies and infrastructure,
cybersecurity, information services, cloud computing, big data, artificial intelligence and industrial
digitalisation. As of the Latest Practicable Date, China Internet Investment invested in a number of
innovative growth technology companies, including Kingsoft Cloud Holdings Ltd (ࠢ
ʮ̡), a company listed on NASDAQ (stock code: KC) and the Stock Exchange (stock code: 3896),
Kuaishou Technology (Ҧ), a company listed on the Stock Exchange (stock code: 1024), and
SenseTime Group Inc. (ʮ̡), a company listed on the Stock Exchange (stock code:
0020).
The general partner of China Internet Investment is China Internet Investment Fund
Management Co., Ltd. (ʮ̡), a private equity fund limited company,
holding approximately 1.41% interests therein as of the Latest Practicable Date. Major limited
partner of China Internet Investment included ICBC Credit Suisse Investment Management Co.,
Ltd. (ʮ̡), a limited company providing equity capital market services and
a wholly-owned subsidiary of Gongyin Ruixin Fund Management Co., Ltd. (၍ଣϞ
ʮ̡), holding approximately 33.2% interests therein as of the Latest Practicable Date. Save as
disclosed above, China Internet Investment had no limited partners which individually held more
than one-third of China Internet Investment’s interests. The Group became acquainted with China
Internet Investment through its efforts to identify potential investors.
As of the Latest Practicable Date, China Internet Investment held approximately 3.67% of our
total issued Shares. The AUM of China Internet Investment was more than HK$15.0 billion as of
September 30, 2021 (being a date which is no more than six months prior to the date of signing of
the definitive agreement for its investment in our Company), and approximately RMB23.7 billion
as of March 31, 2025, respectively, which meets the thresholds set out in Chapter 2.5 of the Guide.
In compliance with Rule 18C.05 of the Listing Rules, China Internet Investment held approximately
3.67% and 3.87% of our total issued Shares, as of June 25, 2025 (being the first date of our
Company’s listing application) and June 25, 2024 (being the commencement date of the
pre-application 12-month period), respectively.
Our other Sophisticated Independent Investors
4. Zhongke Chuangxing-I and Zhongke Chuangxing-II (collectively “Zhongke Investors ”)
Zhongke Chuangxing-I is a limited partnership established under the laws of the PRC, which
principally invests in two domains, namely, new generation information technology and intelligent
manufacturing. The general partner of Zhongke Chuangxing-I is Beijing Zhongke Chuangxing
V enture Capital Management Partnership (Limited Partnership) (௴ุҳ༟၍ଣΥྫ
Άุ(Υྫ), “ BJVC ”), holding 1.06% interests therein as of the Latest Practicable Date. As of
the Latest Practicable Date, major limited partners of Zhongke Chuangxing-I included (a) Beijing
Science and Technology Innovation Fund (Limited Partnership) (ږ(Υྫ)),
a private equity fund, holding approximately 36.64% of the interests therein; and (b) Three Gorges
Capital Holding Co., Ltd. (ப΂ʮ̡,“ Three Gorges Capital ”), an investment
and asset management limited company, holding approximately 33.21% of the interests therein.
Save as disclosed above, Zhongke Chuangxing-I had no limited partners which individually held
more than one-third of Zhongke Chuangxing-I’s interest. As of the Latest Practicable Date, Three
Gorges Capital is controlled by China Three Gorges Corporation (ʮ̡), the
world’s largest hydropower development and operation enterprise as well as China’s leading clean
energy group, whose ultimate beneficial owners include SASAC, Ministry of Finance and Y unnan
Provincial SASAC, etc.
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Zhongke Chuangxing-II is a limited partnership established under the laws of the PRC, which
principally invests in three domains, namely, new generation information technology, intelligent
manufacturing and medical health. The general partner of Zhongke Chuangxing-II is Beijing
Zhongke Chuangxing Technology Co., Ltd. (ʮ̡,“ BJZK ”), holding
approximately 1.11% interests therein as of the Latest Practicable Date. Zhongke Chuangxing-II
had 27 limited partners, each of which held less than one-third of the interests therein as of the
Latest Practicable Date. As of the Latest Practicable Date, Zhongke Chuangxing-II’s ultimate
beneficial owners include SASAC, Ministry of Finance, Beijing SASAC, Wuhan Municipal
SASAC, Jilin Provincial Ministry of Finance, etc.
BJVC is a wholly-owned subsidiary of Zhongke Chuangxing Technology Investment Co., Ltd.
(ʮ̡,“ ZKTI ”), with ownership structured through direct ownership by
ZKTI and indirect ownership through BJZK, ZKTI’s wholly-owned subsidiary. Each of the Zhongke
Investors is structured as a limited partnership whose general partner is either directly or indirectly
controlled by ZKTI, thereby centralises their management under a unified investment framework.
Although each of the Zhongke Investors is established as a separate legal entity, their management
is coordinated under the umbrella of ZKTI, forming a unified governance and decision-making
structure. In this capacity, ZKTI acts as the ultimate controller of the general partners and maintains
effective control over the management of the Zhongke Investors. As of the Latest Practicable Date,
ZKTI is owned by Mi Lei ( Ϸᆾ). The Group became acquainted with the Zhongke Investors
through its efforts to identify potential investors.
As of June 1, 2018 and as of March 31, 2018 (both being a date which is no more than six
months prior to the date of signing of definitive agreement for its first investment in our Company),
ZKTI and its wholly owned subsidiaries had invested in over 220 companies and the AUM of ZKTI
was approximately RMB2.2 billion respectively. As of December 31, 2024 and March 31, 2025,
(both being a date no more than six months prior to the date of the listing application), ZKTI and
its wholly owned subsidiaries had invested in over 500 companies and the AUM of ZKTI was
approximately RMB12 billion respectively, primarily derived from specialist technology
investment. In particular, ZKTI’s investment portfolio covers photonic chips, artificial intelligence,
biotechnology, aerospace, information technology and new energy sectors. As Zhongke
Chuangxing-I and Zhongke Chuangxing-II are funds controlled and managed by ZKTI, and the
investment decision of Zhongke Chuangxing-I and Zhongke Chuangxing-II were managed and
controlled by ZKTI, the Zhongke Investors qualify as a Sophisticated Independent Investors.
Established in 2013, ZKTI has been focusing on investing in and incubating high-growth
potential projects in the key and core technology sector, including new energy, intelligent
manufacturing, biotechnology, artificial intelligence, optoelectronic chips, aerospace technology,
information technology, and new materials. ZKTI incubated tech startups and promoted the
industrialization of scientific and technological achievements by identifying and nurturing leading
talents in tech entrepreneurship and has been awarded by the Torch High Technology Industry
Development Center as an A-Class National-Level Science and Technology Enterprise Incubator for
five consecutive years. It is also among the first batch of leading benchmark incubators in Beijing
and the first batch of high-quality incubators in Shanghai. Currently, ZKTI manages several active
funds, including the Beijing Hard Technology Series Fund, the Photon Series Fund, the Shaanxi
Hard Technology Series Fund, and the Xike Angel Series Fund. As the fund under management of
ZKTI and the underlying angel investments matured and expanded over the years, the value and
scale of the investment portfolio grew accordingly, the AUM of ZKTI also grew from RMB3 billion
as of April 27, 2018 to approximately RMB12 billion as of March 31, 2025. Over the years, the
number of specialist technology investments has also increased, which also further contributed to
the overall growth of the asset under management and scale of the investment portfolio. As of the
end of 2024, ZKTI has invested in and incubated over 500 key and core technology enterprises,
cultivating a number of notable companies, including, among others, Shaanxi Y uanjie
Semiconductor Technology Co., Ltd., a company listed on the Shanghai Stock Exchange (stock
code: 688498), Wayzim Technology Co., Ltd., a company listed on the Shanghai Stock Exchange
(stock code: 688211), TanKeBlue Semiconductor Co., Ltd., Beijing Zhipu Huazhang Technology
Co., Ltd., an artificial intelligence company, Guangzhou Zhongke Aerospace Exploration
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Technology Co., Ltd., a Chinese commercial space launcher provider, UISEE Technology (Beijing)
Co., Ltd., an autonomous driving technology company, Origin Quantum Computing Technology
Co., Ltd., Zhongchu Guoneng (Beijing) Technology Co., Ltd., a new energy company developing
compress air energy storage and Beijing Zhongke Haina Technology Co., Ltd., a new energy
company develop and produce Na-ion battery. These specialist technology companies represent
champions in their respective fields within the key and core technology ecosystem.
In compliance with Rule 18C.05 of the Listing Rules, the Zhongke Investors held
approximately 3.23% and 3.23% of our total issued Shares, as of June 25, 2025 (being the first date
of our Company’s listing application) and as of the Latest Practicable Date, respectively.
5. Xinding Jinwu and Xinding Xinsan (collectively “Xinding Investors”)
Xinding Jinwu and Xinding Xinsan are limited partnerships established under the laws of the
PRC, with an investment focus on scientific research and technical services. The general partner of
each of the Xinding Investors is Beijing Xindingrongsheng Capital Co., Ltd. ( ̏ԯอཻ࿲ସ༟͉၍
ʮ̡,“ Xinding Capital ”), holding 0.02% of each of the Xinding Investors’ interests therein
as of the Latest Practicable Date. As of the Latest Practicable Date, Xinding Capital invested in a
number of innovative growth technology companies, including Horizon Robotics ( ή̻ᇞ), a
company listed on the Stock Exchange (stock code: 9660) and Beijing SinoHytec Co., Ltd. ( ̏ԯ
ʮ̡), a company listed on the Shanghai Stock Exchange (stock code: 688339)
and the Stock Exchange (stock code: 2402). Xinding Jinwu has 30 limited partners and Xinding
Xinsan had 27 limited partners, each of which held less than one-third of the respective interests
therein as of the Latest Practicable Date.
Xinding Investors are structured as a limited partnership whose general partner is Xinding
Capital, thereby centralises their management under a unified investment framework. Although
each Xinding Investor is established as a separate legal entity, their management is coordinated
under the umbrella of Xinding Capital, forming a unified governance and decision making structure.
In this capacity, Xinding Capital acts as the ultimate controller and maintains effective control over
the management of the Xinding Investors. The Group became acquainted with the Xinding Investors
through its efforts to identify potential investors.
As of the Latest Practicable Date, the Xinding Investors held approximately 2.87% of our total
issued Shares. The AUM of Xinding Capital was over RMB8.0 billion as of February 28, 2023,
primarily derived from specialist technology investment, (being a date which is no more than six
months prior to the date of signing of definitive agreement for its investment in our Company), and
over RMB9.0 billion as of March 31, 2025, primarily derived from specialist technology
investment, respectively. In particular, Xinding Capital’s investment portfolio covers photonic
chips, artificial intelligence, information technology and new energy sectors. As Xinding Jinwu and
Xinding Xinsan are funds controlled and managed by Xinding Capital, whose AUM meets the
thresholds set out in Chapter 2.5 of the Guide, and the investment decision of Xinding Jinwu and
Xinding Xinsan were managed and controlled by Xinding Capital, the Xinding Investors qualify as
a Sophisticated Independent Investors. In compliance with Rule 18C.05 of the Listing Rules, the
Xinding Investors held approximately 2.87% and 2.87% of our total issued Shares, as of June 25,
2025 (being the first date of our Company’s listing application) and as of the Latest Practicable
Date, respectively.
6. Guoke Dingzhi
Guoke Dingzhi is a limited partnership established under the laws of PRC, with a focus of
three investment areas, namely, scientific research, medical research and technical services, as well
as information transmission and information technology services.
The general partner of Guoke Dingzhi is Cash Capital (Beijing) Investment Management Co.,
Ltd. (ྗձ(̏ԯ)ʮ̡,“ Cash Capital ”), an investment management company
established under the laws of PRC with 4 corporate shareholders holding 49%, 45%, 4.5% and 1.5%
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respectively. None of them hold a majority interest in nor control the composition of a majority of
the board of Cash Capital and Cash Capital is not a subsidiaries of CAS Holdings as of the Latest
Practicable Date. Cash Capital is holding 1.41% interests of Guoke Dingzhi as of the Latest
Practicable Date and Guoke Dingzhi had 14 limited partners, each of which held less than one-third
of the interests therein as of the Latest Practicable Date.
As of the Latest Practicable Date, Guoke Dingzhi held approximately 0.57% of our total
issued Shares. The AUM of Cash Capital was approximately RMB15.6 billion as of June 30, 2020
(being a date which is no more than six months prior to the date of signing of the definitive
agreement for its investment in our Company), and approximately RMB17.6 billion as of March 31,
2025. As Guoke Dingzhi is a fund controlled and managed by Cash Capital, whose AUM meets the
thresholds set out in Chapter 2.5 of the Guide, and the investment decision of Guoke Dingzhi were
managed and controlled by Cash Capital, Guoke Dingzhi qualifies as a Sophisticated Independent
Investor.
In compliance with Rule 18C.05 of the Listing Rules, Guoke Dingzhi held approximately
0.57% and 0.57% of our total issued Shares, as of June 25, 2025 (being the first date of our
Company’s listing application) and as of the Latest Practicable Date, respectively.
7. Zhongke Lianchuang, Guoke Dacheng and Guoke Xinxing (collectively “CAS Capital
Investors ”)
Zhongke Lianchuang is a limited partnership established under the laws of the PRC, focusing
on fund-of-funds investment and direct equity investment in strategic emerging industries such as
TMT, advanced manufacturing, new energy and environmental protection, healthcare, and new
materials. The general partner of Zhongke Lianchuang is CAS Capital Management Co., Ltd (߅
ʮ̡,“ CAS Capital ”), a limited company engaged in private equity fund
business, holding approximately 0.12% interests therein as of the Latest Practicable Date. Major
limited partner of Zhongke Lianchuang included Chinese Academy of Sciences Holdings Co., ltd.
(ʮ̡,“ CAS Holdings ”) holding approximately 61.65% limited partnership
interest in Zhongke Lianchuang. CAS Holdings is the first central-level public institution
operational state-owned asset management company approved by the State Council, who, on behalf
of the Chinese Academy of Sciences, centrally responsible for exercising the investors’ rights in the
invested enterprises in accordance with laws. Save as disclosed above, Zhongke Lianchuang had no
limited partners which individually held more than one-third of Zhongke Lianchuang’s interest as
of the Latest Practicable Date.
Guoke Dacheng is a limited partnership established under the laws of the PRC, focusing on
direct equity investment in the fields of next-generation information technology, artificial
intelligence, and aerospace. The general partner of Guoke Dacheng is CAS Capital, holding
approximately 1.96% interests therein as of the Latest Practicable Date. The limited partner of
Guoke Dacheng is University of Chinese Academy of Sciences Education Foundation (ኪ৫
ึ, the “ UCAS Education Foundation ”), holding 98.04% of the interests therein as
of the Latest Practicable Date. The UCAS Education Foundation was founded in 2009 by the
University of Chinese Academy of Sciences (“ UCAS ”) and is a non-public fundraising foundation
registered with the Ministry of Civil Affairs. UCAS was established with the approval of Ministry
of Education of the PRC. Its predecessor, Graduate University of Chinese Academy of Sciences
(GUCAS), was the first graduate school in China.
Guoke Xinxing is a limited partnership established under the laws of the PRC, focusing on
direct equity investment in the fields of next-generation information technology, artificial
intelligence, and aerospace. The general partner of Guoke Xinxing is CAS Capital Management
(Tianjin) Co., Ltd. (༟͉၍ଣ(ݵ)ʮ̡,“ CAS Capital Tianjin ”), a limited company
established under the laws of PRC engages in equity capital business and a wholly-owned
subsidiary of CAS Capital, holding approximately 1.32% interests therein as of the Latest
Practicable Date. The limited partners of Guoke Xinxing are (a) Qingdao Xinding Kenge No.25
Equity Investment Partnership Enterprise (Limited Partnership) (ᛆҳ༟Υྫ
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Άุ(Υྫ), “ Xingding No.25 ”), an investment and asset management limited partnership,
holding approximately 49.34% interests therein; and (b) Qingdao Xinding Kenge No. 56 Equity
Investment Partnership Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Ϟ
Υྫ), “ Xingding No.56 ”), an investment and asset management limited partnership, holding
approximately 49.34% interests therein as of the Latest Practicable Date while the limited
partnership interest of Xingding No.25 and Xingding No.56 are held directly or indirectly by 19 and
10 individuals respectively. All of whom are Independent Third Parties.
Zhongke Lianchuang, Guoke Dacheng and Guoke Xinxing are controlled and managed by
CAS Capital and its wholly owned subsidiary, CAS Capital Tianjin (as the case may be) in their
capacity of general partner and executive partner. CAS Capital and CAS Capital Tianjin as the
general partner and executive partner of Zhongke Lianchuang, Guoke Dacheng and Guoke Xinxing,
is the partner who administrate partnership affairs including formulate the rules and regulations of
the partnership, and represent the limited partnership externally. CAS Capital and CAS Capital
Tianjin is responsible for the daily operation and management of the partnership. CAS Capital’s
equity interests is held by 3 corporate shareholders including Shaoxing Zhihe Investment
Management Partnership Enterprise (Limited Partnership) (“ Shaoxing Zhihe ”), CAS Holdings and
China Technology Industry Investment Management Co., Ltd. as to 49%, 41% and 10%
respectively, and 99.59% limited partnership interest in Shaoxing Zhihe is held by an Independent
Third Party as of the Latest Practicable Date, none of them hold a majority interest in nor control
the composition of a majority of the board of CAS Capital and CAS Capital is not a subsidiary of
CAS Holdings. Each of Zhongke Lianchuang and Guoke Dacheng also has an investment committee
responsible for their investment decisions and the investment decision of Guoke Xinxing are made
by its partners (including CAS Capital). CAS Capital, being the general partner, are responsible for
the election and appointment of the members of such investment committee. CAS Holdings or the
limited partners of Zhongke Lianchuang and Guoke Dacheng do not control the composition of a
majority of such investment committees as of the Latest Practicable Date. Although each of the CAS
Capital Investors is established as a separate legal entity, their management is coordinated under
CAS Capital, forming a unified governance and decision making structure. In this capacity, CAS
Capital maintains effective control over the management of the CAS Capital Investors. The Group
became acquainted with the CAS Capital Investors through its efforts to identify potential investors.
As of the Latest Practicable Date, the CAS Capital Investors held approximately 3.13% of our
total issued Shares. The Company is among the first batch of direct investment projects by CAS
Capital through Zhongke Lianchuang. As of July 28, 2020 (being the date of signing of definitive
agreement for Zhongke Lianchuang’s investment in our Company), CAS Capital has 3 Specialist
Technology related direct investments and 4 sub-funds investment and as of June 30, 2020, the
AUM of CAS Capital was approximately over RMB1.5 billion (both benchmark dates being a date
which is no more than six months prior to the date of signing of definitive agreement for Zhongke
Lianchuang’s investment in our Company). As of December 31, 2021 (being a date which is no
more than six months prior to the date of signing of definitive agreement for the investment of
Guoke Dacheng and Guoke Xinxing in our Company), CAS Capital’s number of Specialist
Technology related direct investments increased to 12 and number of sub-funds investment increase
to 18, while the AUM of CAS Capital increased to approximately over RMB3.5 billion. As of
December 31, 2024, CAS Capital’s number of Specialist Technology related direct investments has
further increased to 29 and the number of sub-funds investment has further increased to 32, while
as of March 31, 2025 (being a date no more than six months prior to the date of the listing
application), the AUM of CAS Capital was further increased to approximately over RMB8.0 billion.
As Zhongke Lianchuang, Guoke Dacheng and Guoke Xinxing are funds controlled and managed by
CAS Capital, and the investment decisions of Zhongke Lianchuang, Guoke Dacheng and Guoke
Xinxing were managed and controlled by CAS Capital, the CAS Capital Investors qualify as a
Sophisticated Independent Investors.
CAS Capital focuses on private equity, venture capital and respective Fund-of-Funds
investment. The funds under management of CAS Capital and the relevant underlying business
matured and expanded over time, the value and scale of the funds which CAS Capital managed grew
accordingly. Over the years, the number of specialist technology investments has also increased,
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which further contributed to the overall growth of the assets under management by CAS Capital
from 2020. The AUM of CAS Capital grew from over RMB1.5 billion as of June 30, 2020 to over
RMB6.5 billion as of December 31, 2022 and over RMB8.0 billion as of June 30, 2025, primarily
derived from Specialist Technology investment. Furthermore, over the years, CAS Capital has also
invested in over 70 sub-funds with over 1,700 underlying specialist technology direct equity
investments projects in areas including new generation information technology (e.g. AsiaInfo
Security Technologies Co., Ltd.), aerospace (e.g. CAS Space Technology Co., Ltd.) and advanced
manufacturing (e.g. KYKY Technology Co., Ltd.), new energy and environmental technology (e.g.
Synfuels China Technology Co., Ltd.), healthcare and biotech (e.g. Mandi Medical Instruments
(Shanghai) Co., Ltd.), as well as quantum (e.g. CIQTEK Co., Ltd.) and optical technologies (e.g.
Changchun Tongshi Optoelectronics Technology Co., Ltd.), out of which, over 240 companies have
listed on various stock exchanges.
In compliance with Rule 18C.05 of the Listing Rules, the CAS Capital Investors held
approximately 3.13% and 3.13% of our total issued Shares, as of June 25, 2025 (being the first date
of our Company’s listing application) and as of the Latest Practicable Date.
On the basis that (i) 14,834,600 Shares are expected to be in issue upon the completion of the
Global Offering; and (ii) the market capitalisation of our Company will be HK$10.5 billion as
calculated based on the Offer Price of HK$60.7 per Share, it is expected that, upon the Listing, the
aforesaid Pathfinder SIIs and Sophisticated Independent Investors will hold, in aggregate, no less
than 20% of the issued share capital of the Company (assuming the Pre-IPO Share Option and the
Over-allotment Option are not exercised and no Shares will be issued under the Pre-IPO Share
Option Scheme).
Our other Pre-IPO Investors
8. Hengbang Zhiyuan No.5, Hengbang Zhiyuan No. 20, Hengbang Zhiyuan No.23, Hengbang
Growth No.5 and Hengbang Growth No.10 (collectively “Hengbang Investors ”)
Hengbang Investors are limited partnerships established under the laws of the PRC, primarily
engaged in venture capital and investment services.
The general partner of each of the Hengbang Investors is Shenzhen Qianhai Hengbang Equity
Investment Co., Ltd. (ʮ̡,“ Qianhai HB ”), an investment and asset
management company owned by Cao Zhijun (ࠏas to 52% and 5 other individual each
interested as to 20% or less. The limited partner of Hengbang Growth No.10 holding more than
one-third of Hengbang Growth No.10’s interests is Beijing Zhongrui Xingda Technology Center
(Limited Partnership) (Ҧʕː(Υྫ), “ Beijing Zhongrui Xingda ”), holding
42.22% of the interests therein as of the Latest Practicable Date while Beijing Zhongrui Xingda is
owned by Li Y anqing (ڡLiu Mingxin (อ) and Tian Guoyu ( ͞਷ρ). Save as disclosed
above, each of the corporate limited partners in each of the Hengbang Investors held less than
one-third of the respective total interests as of the Latest Practicable Date. Each of the Hengbang
Investors is structured as a limited partnership with general partner being Qianhai HB, thereby
centralises their management under a unified investment framework. Although each of the
Hengbang Investors is established as a separate legal entity, their management is coordinated under
the umbrella of Qianhai HB, forming a unified governance and decision-making structure. In this
capacity, Qianhai HB acts as the ultimate controller and maintains effective control over the
management of all Hengbang Investors. As of the Latest Practicable Date, Hengbang Investors in
aggregate held approximately 7.98% of our total issued Shares.
9. AI Fund
AI Fund is a limited partnership established under the laws of the PRC, primarily engaged in
private equity funds investment activities such as equity investment, investment management, and
asset management. The general partners of AI Fund are Beijing Jingguoguan Real Estate
Management Co., Ltd. (ʮ̡) and Beijing Qiou Management Consulting
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Partnership (Limited Partnership) ( ̏ԯ઼ᆄ၍ଣፔ༔ΥྫΆุ(Υྫ)), contributes
approximately 0.50% and 0.50% partnership interests therein respectively as of the Latest
Practicable Date. AI Fund has one limited partner, Beijing Municipal Government Investment
Guidance Fund (Limited Partnership) (ږ(Υྫ)), a state-owned fund
primarily engaged in investment and asset management, contributes approximately 99.00% of the
partnership interests therein as of the Latest Practicable Date. As of the Latest Practicable Date, AI
Fund held approximately 4.06% of our total issued Shares.
10. Infotech
Infotech is a limited partnership established under the laws of the PRC, primarily engaged in
venture capital and venture capital fund management businesses. The general partner of Infotech is
Yingfu Taike (Shenzhen) Emerging Industry Investment Fund Management Co., Ltd. (బइд(ଉ
έ)ʮ̡), holding approximately 0.89% interests therein as of the Latest
Practicable Date. The limited partner of Infotech holding more than one-third of Infotech’s interests
is the Ministry of Finance of the PRC, holding approximately 40.18% of the interests therein as of
the Latest Practicable Date. As of the Latest Practicable Date, Infotech held approximately 2.85%
of our total issued Shares.
11. Shenbao Yiben
Shenbao Yiben is a limited partnership established under the laws of the PRC, with a focus
on three investment areas, namely manufacturing, scientific research and technical services, as well
as leasing and commercial services. The general partner of Shenbao Yiben is Shenbao Yiben Equity
Investment Fund Management (Shenzhen) Co., Ltd. (၍ଣ(ଉέ)ʮ̡),
a private equity fund company, holding approximately 2.29% interests therein as of the Latest
Practicable Date. Shenbao Yiben had eight limited partners, except Shenzhen Yiben Communication
Investment Co., Ltd. (ʮ̡, a wholly owned subsidiary of Shenzhen Press
Group ( ଉέజุණྠ)) and Yibin Xuzhou District Chuangyi Industrial Investment Co., Ltd. (Ⴗ
ʮ̡, a company wholly owned by State-owned Assets Supervision and
Administration Bureau of Xuzhou District, Yibin City (Ⴗ̹ાψਜ਷Ϟ༟ପ္ຖ၍ଣ҅)), each
of the other limited partners held less than one-third of the interests in Shenbao Yiben as of the
Latest Practicable Date. As of the Latest Practicable Date, Shenbao Yiben held approximately
2.29% of our total issued Shares.
12. Jinke Huisheng
Jinke Huisheng is a limited partnership established under the laws of the PRC, primarily
engaged in investment and asset management services and ultimately, beneficially and principally
owned by the New Productivity Promotion Center of the Ministry of Science and Technology (who
manages the National Science and Technology Achievement Transformation Guidance Fund), SME
Service Centre of the Beijing Municipal Bureau of Economy and Information and Technology, the
SASAC of the People’s Government of Changping District in Beijing of PRC and other 7
individuals. The general partner of Jinke Huisheng is Beijing Jinke Junchuang Investment
Management Co., Ltd. (ʮ̡,“ Jinke Junchuang ”), holding
approximately 0.95% interests therein as of the Latest Practicable Date. The limited partner of Jinke
Huisheng holding more than one-third of Jinke Huisheng’s interest is Ningbo Junhe Hongxin
V enture Capital Partnership (Limited Partnership). (ёΥᒿ㒥௴ุҳ༟ΥྫΆุ(Υྫ),
“Junhe Hongxin ”), holding approximately 35.24% interests therein as of the Latest Practicable
Date. Jinke Junchuang is owned by Guan Xianyue (ࣀָas controlling shareholders and they are
also interested in Junhe Hongxin as principal limited partners together with Jin Xiangguo (Σ਷),
Wang Zhanfang ( ˮ̕˙), Jin Xianghua (Σശ) and Wang Y emei ( ˮ໢ૠ). As of the Latest
Practicable Date, Jinke Huisheng held approximately 1.78% of our total issued Shares.
HISTORY AND CORPORATE STRUCTURE
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13. Fuzhou Y oubang
Fuzhou Y oubang is a general partnership established under the laws of the PRC, primarily
engaged in software techniques, as well as data processing and storage services. The general partner
of Fuzhou Y oubang is Zhoushan Fangze Investment Partnership Enterprise (Limited Partnership)
(Ћʆ˙ዣҳ༟ΥྫΆุ(Υྫ), “ Zhoushan Fangze ”) and Lu Xuting ( ጅϛባ), holding 99.0%
and 1.00% interests therein respectively as of the Latest Practicable Date while Zhoushan Fangze
is ultimately and beneficially owned by Lu Xuting ( ጅϛባ), Zhang Jianwei (ਃ) and Lui
Meifang (ٹߕall being Independent Third Parties. As of the Latest Practicable Date, Fuzhou
Y oubang held approximately 1.75% of our total issued Shares.
14. CASFoF
CASFoF is a limited partnership established under the laws of the PRC, with a focus on three
investment areas, namely scientific research and technical services, finance, as well as leasing and
commercial services. The general partner of CASFoF is Guoke V enture Capital Management Co.,
Ltd. (ʮ̡), a limited company providing equity capital market services and
a subsidiary of CAS Holdings, holding approximately 0.30% interests therein as of the Latest
Practicable Date. CAS Holdings is the first central-level public institution operational state-owned
asset management company approved by the State Council, who, on behalf of the Chinese Academy
of Sciences, centrally responsible for exercising the investors’ rights in the invested enterprises in
accordance with laws. CASFoF had 13 limited partners, each of which held less than one-third of
the interests therein as of the Latest Practicable Date. As of the Latest Practicable Date, CASFoF
held approximately 1.58% of our total issued Shares.
15. ZGC Science City
ZGC Science City is a limited partnership established under the laws of the PRC, primarily
engaged in investment management, asset management, and investment consulting. ZGC Science
City is owned as to (i) 1% by Beijing Zhongguancun Science City Technology Investment
Management Co., Ltd. (ʮ̡) as its general partner, which is
ultimately controlled by State-owned Assets Supervision and Administration Commission of
People’s Government of Haidian District, Beijing (ࡰ
ึ) (“Haidian SASAC”), and (ii) 99% by Beijing Haidian District State-owned Assets Investment
Group Co., Ltd. (ʮ̡), as its sole limited partner, which is
ultimately controlled by Haidian SASAC as of the Latest Practicable Date. As of the Latest
Practicable Date, ZGC Science City held approximately 1.46% of our total issued Shares.
16. CCTV Integrated Media
CCTV Integrated Media is a limited partnership established under the laws of the PRC, with
a focus on investment areas such as 5G, artificial intelligence, and ultra-high-definition industries.
The general partner of CCTV Integrated Media is Haitong Leading Capital Management Co., Ltd.
(ʮ̡), holding approximately 0.27% interests therein as of the Latest
Practicable Date. CCTV Integrated Media had 25 limited partners, each of which held less than
one-third of the interests therein as of the Latest Practicable Date. As of the Latest Practicable Date,
CCTV Integrated Media held approximately 1.46% of our total issued Shares.
17. Daye Shengde
Daye Shengde is a limited partnership established under the laws of the PRC, primarily
engaged in technology development and consulting services. The general partner and limited
partner of Daye Shengde are Wan Rong ( ຬ࿲) and Shi Qianhong (ߎ࠺respectively, holding
50.0% and 50.0% interests therein respectively as of the Latest Practicable Date. Both of them are
Independent Third Parties. As of the Latest Practicable Date, Daye Shengde held approximately
1.28% of our total issued Shares.
HISTORY AND CORPORATE STRUCTURE
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18. Modern Industry Fund
Modern Industry Fund is a limited liability company established in the PRC, and is a private
equity fund registered in the Asset Management Association of China, principally engaged in equity
investment business. As of the Latest Practicable Date, Beijing Shijingshan Science and Technology
Innovation Group Limited (ʮ̡, which formerly known as Beijing
Shijingshan State-Owned Assets Management Company (ʮ̡))
and Taiping Guofa Hehe (Beijing) Investment Management Co., Ltd. ( ˄̻਷೯ͫձ(̏ԯ)ҳ༟၍
ʮ̡) held approximately 97.11% and 2.89% equity interest in Modern Industry Fund,
respectively. Modern Industry Fund beneficial owner is the SASAC of the People’s Government of
Shijingshan District in Beijing. As of the Latest Practicable Date, Modern Industry Fund held
approximately 1.18% of our total issued Shares.
19. Ruide Huihuang
Ruide Huihuang is a limited liability company established in the PRC, primarily engaged in
project investment, investment consultancy, and project management. As of the Latest Practicable
Date, Huocheng (Huerguos) Jianghai Equity Investment Co., Ltd. (ʮ
̡) and Wu Jiansong (ؒheld 90% and 10% of the equity interest in Ruide Huihuang,
respectively. Ruide Huihuang’s beneficial owner is Li Y an ( ҽᜮ), an Independent Third Party, who
also serves as its legal representative. As of the Latest Practicable Date, Ruide Huihuang held
approximately 1.11% of our total issued Shares.
20. Lanhai Fangzhou
Lanhai Fangzhou is a limited partnership established under the laws of the PRC, primarily
engaged in private equity, investment and asset management and ultimately and beneficially owned
by Qingdao Municipal Finance Bureau, the SASAC of the People’s Government of Qingdao
Municipal and other 8 individuals. The general partner of Lanhai Fangzhou is Qingdao Dikai
Investment Management Co., Ltd. (ʮ̡,“ Qingdao Dikai ”), holding 1.00%
interests therein as of the Latest Practicable Date. The limited partner of Lanhai Fangzhou holding
more than one-third of Lanhai Fangzhou’s interests is Qingdao Kailai V enture Capital Fund
Enterprise (Limited Partnership) (Άุ(Υྫ), “ Qingdao Kailai ”), which
held 35.50% interests therein as of the Latest Practicable Date. Gao Sishi (་) and Kang
Peiqiang ( ੰ੃੶), both being Independent Third Parties, are beneficial owners interested in more
one third of Qingdao Dikai and Qingdao Kailai. As of the Latest Practicable Date, Lanhai Fangzhou
held approximately 1.11% of our total issued Shares.
To the best of the knowledge, information and belief of our Directors having made all
reasonable enquiries, each of the Pre-IPO Investors is an Independent Third Party.
Special rights of the Pre-IPO Investors
The special rights granted to the Pre-IPO Investors included, among other things, pre-emptive
right, right of first refusal, right of co-sale, redemption rights granted by our Company (the
“Company Redemption Right ”), the redemption rights granted by the founders which the
Company is not a party to such redemptions rights (the “ Founders Redemption Right ”),
information right, anti-dilution right, and special rights in liquidation. All these special rights shall
be automatically terminated on the day immediately before our first submission of an application
for the Listing (“ First Filing ”) in compliance with Chapter 4.2 of the Guide for New Listing
Applicants. Save for those special rights granted by the Company for the investors to
supervise/monitor the operation of the Company (i.e. information right, the right to appoint a board
observer), none of the other special rights including the Company Redemption Right) was exercised
prior to their termination. For details of the financial implication to the Company Redemption Right
and the Founder Redemption Right, please refer to note 31 and note 39(c) of the Accountants’
Report set out in Appendix I to this prospectus.
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On 18 June 2025, the Company and the Pre-IPO investors further entered into a supplemental
agreement, pursuant to which, as advised by our PRC legal adviser, the Company Redemption Right
have been irrecoverably terminated and shall be void ab initio . Further, as advised by our PRC legal
adviser, despite the exercise of the aforementioned information right and the right to appoint a board
observer prior to their termination, the termination and void ab initio of the Company Redemption
Right will not be thereby affected. Except the Company Redemption Right, all other special rights,
as advised by our PRC legal adviser, pursuant to the clause of the respective investment agreements,
which have automatically terminated on the date immediately before the First Filing (“ Termination
Date ”) would be reinstated upon the occurrence of one or more of the following circumstances: (i)
the Company voluntarily withdraws its listing application or is required to do so by relevant
securities regulatory authorities or relevant stock exchange; (ii) the relevant securities regulatory
authorities or the relevant stock exchange reject the Company’s listing application; (iii) the
Company’s listing application is approved by relevant securities regulatory authorities or the
relevant stock exchange but ultimately fails to list and trade on the relevant stock exchange; or (iv)
the Company fails to submit a listing application to the relevant securities regulatory authorities or
the relevant stock exchange within twelve (12) months after the Termination Date.
As confirmed by the Company, save as disclosed above, (i) there are no other side
arrangements between the Company and the Pre-IPO Investors or between the Company and the
founders regarding the Founders Redemption Right; (ii) the Company did not provide any guarantee
on the Founders Redemption Right in case of default by the founders. As confirmed by the founders,
save as disclosed above, there are no other side agreements between the founders and the Pre-IPO
Investors regarding the Founders Redemption Right. Considering that the Company has no
obligation to repurchase the Shares held by the Pre-IPO Investors, no redemption liability was
recorded during the Track Record Period.
Article 143 of the Civil Code of the People’s Republic of China (Պ)
stipulates that a civil legal act is valid if it is conducted by parties with the requisite capacity for
civil conduct, is based on genuine intent, and does not contravene mandatory provisions of laws,
administrative regulations, or public order and morals. Adhering to the principle of autonomy of
will, the Company and the Pre-IPO Investors explicitly agreed that the Company Redemption Right
were irrevocably terminated and deemed void ab initio . Through the execution of the Supplemental
Agreement, while the clauses concerning the Company Redemption Right have never been
exercised, both parties agreed to terminate these clauses and to treat them as having no legal effect
from the time of their execution, thereby restoring the rights and obligations of both parties to the
status quo ante as if such clauses had never been agreed upon. This arrangement does not violate
any mandatory provisions of laws, administrative regulations, or public order and morals, and is
thus legally valid. Based on the above, the PRC Legal Advisors are of the view that the Company
Redemption Right agreed upon by the Company and the Pre-IPO Investors have been irrevocably
terminated and shall be deemed void ab initio .
Compliance with the Pre-IPO Investment guidance
On the basis that (i) the consideration for the last Pre-IPO Investment was irrevocably settled
on a date, which is more than 120 days before the Listing Date, (ii) the Pre-IPO Investors explicitly
agreed that the Company Redemption Right was irrecoverably terminated and shall be deemed void
ab initio , and (iii) all other special rights granted to the Pre-IPO Investors have been suspended
upon the First Filing and shall cease to be effective and be discontinued upon Listing, the Sole
Sponsor confirms that the Pre-IPO Investments are in compliance with Chapter 4.2 of the Guide for
New Listing Applicants issued by the Stock Exchange.
MAJOR ACQUISITIONS AND MERGERS
Acquisition of Xinhua Mobile Group
On April 28, 2025, Wenge Media, our subsidiary, entered into a share transfer and capital
increase agreement (the “ Agreement ”) with Xinhua Mobile, Y an Guangsheng ( ᕙᄿ͛,“ Mr. Y an”),
Hangzhou Dulai Network Technology Co., Ltd. (ʮ̡,“ Hangzhou Dulai ”),
Y angpu Runhang Investment Partnership (Limited Partnership) (ҳ༟ΥྫΆุ(Υྫ),
“Y angpu Runhang ”), Hainan Xinyi Investment Center (Limited Partnership) (อ୅ҳ༟ʕː
HISTORY AND CORPORATE STRUCTURE
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(Υྫ), “ Xinyi Investment ”), Ucap Cloud Information Technology Co., Ltd. (Ҧ
ʮ̡,“ Ucap Technology ”) and Beijing Linteng Tianhai Advertising Co., Ltd. ( ̏ԯ᜝ᙜ
ʮ̡,“ Beijing Linteng ”), pursuant to which (i) Mr. Y an, Hangzhou Dulai, Y angpu
Runhang and Xinyi Investment, as the sellers, agreed to sell and Wenge Media, as the purchaser,
agreed to purchase 10,131,000 shares of Xinhua Mobile at the consideration of RMB31,001,000;
and (ii) Wenge Media agreed to subscribe for the additional registered capital of Xinhua Mobile of
RMB6,536,100 at the consideration of RMB20,000,000, together with an earn-out provision which
i) subject to the consent of the shareholders of Xinhua Mobile, the Group shall acquire the
remaining 49% equity interest in Xinhua Mobile if Xinhua Mobile meets certain performance
conditions during the period from 2025 to 2027; and ii) the Group have the right to acquire
additional shares in nominal value of RMB1 in the event that the performance conditions are not
met. For the aforementioned subsequent acquisition, the consideration in scenario (i) and the
number of additional shares to be acquired in scenario (ii) shall be determined based on the
valuation derived from the performance conditions of Xinhua Mobile during the period from 2025
to 2027. The total consideration which shall be contributed by Wenge Media is RMB51,001,000 and
such consideration was determined after arm’s length negotiations among the parties to the
Agreement and the pre-money value of the entire equity interest of Xinhua Mobile being
RMB80,000,000 as of December 31, 2024. The consideration was satisfied by the internal resources
of our Group. As advised by our PRC Legal Advisor, the acquisitions have been properly and legally
completed and fully settled as of May 19, 2025. As a result, Xinhua Mobile’s registered capital is
increased from RMB26,144,400 to RMB32,680,500 and Wenge Media holds 51% equity interest in
Xinhua Mobile which together with its subsidiaries, become our subsidiaries. To the best of the
Directors’ knowledge, information and belief, having made all reasonable enquiries, Y angpu
Runhang is a limited partnership interested by each of Mr. Y an, Mr. Li Shuwei and Ms. Y ang Haixia
as to 33.33% with Mr. Y an as the executive partner, Hangzhou Dulai is a limited company owned
as to 90% and 10% by Mr. Y an and Ying Min, an independent third party, respectively and Xinyi
Investment is a limited partnership interested by Mr. Dai Ping, a director of Xinhua Mobile and his
spouse, Ms. Zhao Jing as to approximately 91.14% and 8.86% respectively with Mr. Dai Ping as the
executive partner. Y angpu Runhang, Hangzhou Dulai and Xinyi Investment are also the limited
partners interested in 13.96%, 20.85% and 28.96% of our 0.67% Shareholder, Hainan Xinyi as of
the Latest Practicable Date.
As of the Latest Practicable Date, Xinhua Mobile had two wholly-owned subsidiary, namely
Xinhua Hangzhou and Xinhua Media. Xinhua Mobile and its subsidiaries (the “ Xinhua Mobile
Group ”) is principally engaged in provision of AI services and sale, research and development of
software products. As none of the applicable percentage ratio as defined under the Listing Rules in
respect of the abovementioned acquisition exceed 25%, the abovementioned acquisition does not
constitute a major acquisition under Rule 4.05A of the Listing Rules.
Our Group is principally engaged in research and development and sale of software products,
while the Xinhua Mobile Group is principally engaged in provision of AI services and sale, research
and development of software products specializes in end-user engagement. The acquisition of
Xinhua Mobile is expected to generate substantial strategic, operational, and financial synergies. By
integrating Xinhua Mobile’s established SaaS platforms, including its all-media convergence cloud
and local life e-commerce solutions, we will strengthen our foothold in county and municipal-level
markets. Our operational efficiencies will be improved through reduction in personnel costs via
structural optimization, combined R&D capabilities for accelerated product innovation, and
consolidated supply chain management to reduce procurement expenses. The synergy with Xinhua
Mobile Group also bridges technical capabilities with end-user-centric operations and will empower
our media and communication customers to reach and serve their users in a more effective way. In
addition, Xinhua Mobile Group serves an already established customer base within the media and
communication sector that is expected to expand our market reach, drive sustainable growth for us
and reinforce our market leadership. This acquisition aligns with our core strategy to lead digital
and intelligent transformation, delivering both near-term financial benefits and sustainable platform
growth through scalable, integrated solutions. We expect the above synergies to translate into
stronger financial performance by bringing capabilities in the media and communication segment,
scalable and reliable development support, and reputable industry branding to our existing
operation and offerings. After completion of the acquisition, Wenge Media holds 51% equity
interest in Xinhua Mobile which together with its subsidiaries, become our subsidiaries, the
acquisition will be accounted for as a business combination in accordance with the relevant
HISTORY AND CORPORATE STRUCTURE
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financial reporting standards. The identifiable assets and liabilities of Xinhua Mobile acquired have
been recorded on the consolidated statement of financial position of the Group at their fair values
as at the date of completion of the Transaction. Any goodwill arising from the transaction represents
the excess of the consideration over the fair values of the total identifiable net assets at the date of
completion of the transaction. Since the acquisition, Xinhua Mobile had contributed
RMB55,020,000 to the Group’s revenue and a gain of RMB15,593,000 to the consolidated profit for
the year ended 31 December 2025. For further detail of the material accounting policies in relation
to business combination, please see “Appendix I — Accountants’ Report”. Our Directors are of the
view that the transactions contemplated under the Agreement are in our ordinary and usual course
of business and on normal commercial terms, and are fair and reasonable and in the interests of our
Company and our Shareholders as a whole.
Subscription of a minority stake in Cherrypicks International
On August 11, 2025, D2 Intelligence, our wholly owned subsidiary, entered into a share
subscription agreement (the “ CP Subscription Agreement ”) with Cherrypicks International
Holdings Limited (“ Cherrypicks International ”), NetDragon Websoft Inc. (“ NetDragon ”) and
Chiu Tsz Kiu Jason Felix (founder of Cherrypicks International), pursuant to which Cherrypicks
International agreed to issue to D2 Intelligence and D2 Intelligence wishes to subscribe from
Cherrypicks International 542 Shares (the “ Subscription Shares ”) at RMB18,439.98 (or its
equivalent in USD) per Share (the “ Subscription Unit Price ”) for an aggregate amount of
RMB10,000,000 (or its equivalent in USD) in cash (the “ Subscription Amount ”) pursuant to the
terms hereof (the “ CP Subscription ”). The consideration was determined after arm’s length
negotiations among the parties to the CP Subscription Agreement with reference to the appraised
value of Cherrypicks International in the sum of RMB200 million. The Group had satisfied the
consideration by its internal resources. As of the Latest Practicable Date, the CP subscription have
been properly and legally completed and fully settled as of November 26, 2025 and D2 Intelligence
hold approximately 4.76% of the issued share capital of Cherrypicks International with one director
appointed to the board of Cherrypicks International. To the best of the Directors’ knowledge,
information and belief having made all reasonable enquiries, each of Cherrypicks International,
NetDragon and its ultimate beneficial owner(s) is an Independent Third Party.
Cherrypicks International is a company incorporated in the BVI with limited liability,
principally engaged in providing mobile solution, products and marketing business. The
subscription, will deliver immediate access to Cherrypicks strong government and institutional
client base. Its proven track record in large-scale projects, such as transit systems and pension
platforms provides a blueprint for deploying our AI services — such as smart city analytics and
financial automation — across new regions. In addition, Cherrypicks’ local sales expertise and
existing customer relationships will reduce our go-to-market costs, enabling rapid scaling of our AI
services in overseas markets. We also aim to cooperate with Cherrypicks International, the core
objective of which is to jointly develop market opportunities and deploy our AI services for
customers in Hong Kong, Macau, and other key markets out of mainland China. Cherrypicks
International is expected to facilitate marketing our services to its existing client base and will
leverage our technical support to create localized offerings tailored for regional demands, enabling
us to effectively penetrate new markets and acquire new customers for mutual benefit. Any
improvement in the value of Cherrypicks will also benefit to our financial position, for details of
the financial effect of CP subscription to the Group, please refer to “Appendix I — Accountants’
Report” to this prospectus.
Subscription of a minority stake in SIC
On July 22, 2025, Zhongke Wencai, our wholly owned subsidiary, entered into a capital
increase agreement (the “ SIC Subscription Agreement ”) with, among others, Super Intelligent
Computing (Beijing) Technology Co., Ltd. ( ൴౽ၑ(̏ԯ)ʮ̡,“ SIC”, together with its
subsidiaries, the “ SIC Group ”), Liu Mingtao (ᏹ, founder of SIC Group) and 4 other existing
shareholders the “ Existing SIC Shareholders ”), pursuant to which Zhongke Wencai agreed to
subscribe for the additional registered capital of SIC of RMB900,000 at the consideration of
RMB18,000,000 (“ SIC Subscription ”). The consideration was determined after arm’s length
negotiations among the parties to the Agreement based on factors including previous round of
investment, market dynamics, a mutually agreed valuation, and capital required by SIC Group’s
HISTORY AND CORPORATE STRUCTURE
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operations and was satisfied by the internal resources of our Group. As advised by our PRC Legal
Advisor, the acquisitions have been properly and legally completed and fully settled as of July 23,
2025. As a result, SIC’s registered capital is increased from RMB31,500,000 to RMB32,400,000.
Upon completion of the SIC Subscription, SIC is owned by Zhongke Wencai as to approximately
2.78%. To the best of the Directors’ knowledge, information and belief, having made all reasonable
enquiries, each of Liu Mingtao, SIC Group, the Existing SIC shareholders and their ultimate
beneficial owners is an Independent Third Party.
Our Group is principally engaged in research and development and sale of software products,
and SIC Group is an infrastructure providers supply computing power, storage and other core
components essential for AI development. The investment in SIC Group is expected to generate
substantial strategic, operational, and financial synergies. As we plan to broaden our service
portfolio to meet diverse customer needs, expand accessibility, and address a wider range of use
cases including Offering DIOS on Cloud and integrating our AI services powered by DIOS with
edge devices for business partners, we believe that access to robust, scalable, and cost-effective
computing power is fundamental to these next-generation AI services and for the implementation
our expansion strategies. To this end, being one of the strategic investors of SIC, the investment will
allow us to secure readily accessible and high-performance computing resources to support our
development strategies implementation. Meanwhile, against the backdrop of the explosive growth
in computing power service market driven by the of booming wave of artificial intelligence, we can
share our expertise, insight and network in the enterprise AI industry to support SIC’s future
development and enjoy the potential investment return from the growth and development of SIC
Group. Any improvement in the value of SIC will also improve our financial position. For further
detail of the financial effect of SIC Subscription, please refer to “Appendix I — Accountants’
Report” to this prospectus. Our Directors are of the view that the transactions contemplated under
the SIC Subscription Agreement are in our ordinary and usual course of business and on normal
commercial terms, and are fair and reasonable and in the interests of our Company and our
Shareholders as a whole.
INVESTMENT AFTER TRACK RECORD PERIOD
In January 2026, D2 Intelligence, a wholly owned subsidiary of our Group, participated in the
global offering of the Shanghai Iluvatar CoreX Semiconductor Co., Ltd. (a company listed on the
Stock Exchange, Stock Code : 9903, “ Iluvatar CoreX ”) as a placee and was placed with 53,000
placing shares at the offer price of HK$144.60 per offer share with an aggregate consideration of
approximately HK$7.7 million (Stock Exchange trading fees and levies inclusive). (“ 9903
Subscription ”) The 9903 Subscription was completed and fully settled as of January 8, 2026 (i.e.
the listing date of Iluvatar CoreX). Upon completion of the 9903 Subscription, we hold 0.02%
equity interest in Iluvatar CoreX.
Iluvatar CoreX is a participant in the AI infrastructure industry, which is a sector generally
recognized by the secondary capital markets, the 9903 Subscription form part of our investment
activities under our cash management policies. As of the Latest Practicable Date, we have realised
part of our investment in Iluvatar CoreX. To the best of our knowledge, Iluvatar CoreX and its
ultimate beneficial owner are Independent Third Parties. Our Directors are of the view that the 9903
Subscription is in our ordinary and usual course of business and on normal commercial terms, and
are fair and reasonable and in the interests of our Company and our Shareholders as a whole.
During the Track Record Period and until the Latest Practicable Date, we did not conduct any
major acquisitions or mergers that is required to be disclosed pursuant to Rules 4.04(2) and 4.04(4)
of the Listing Rules.
REASONS FOR THE LISTING
Our Company is seeking a Listing of its H Shares on the Stock Exchange in order to establish
a financing and capital operation platform in the international capital market, establish diversified
financing channels, deepen the Company’s brand influence and market awareness, optimize the
investor structure, improve the internal governance structure and build a modern enterprise
management system. For further details of our future plans, see “Future Plans and Use of Proceeds”.
HISTORY AND CORPORATE STRUCTURE
– 124 –


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PREVIOUS LISTING ATTEMPT
To explore the opportunity of establishing a capital market platform in the A-share market in
the PRC (the “ A-Share Listing Attempt ”), on December 21, 2022, our Company entered into a
guidance agreement (the “ Guidance Agreement ”) with Haitong Securities Co., Ltd. (ٰ
ʮ̡), the then guidance agency and sponsor of our Company (the “ Guidance Agency ”) to
provide guidance and preliminary compliance advice in regards to the requirements of the CSRC
(the “ A-share Listing Guidance ”). The Guidance Agency made a preliminary A-share listing
guidance filing (͡ሗ) with the Beijing office of CSRC (“ CSRC BJ ”) on December
27, 2022. Subsequently, the guidance result was accepted by CSRC BJ on June 19, 2023.
Due to the prolonged and uncertain listing timetable in light of the A share listing vetting
process, having considered the adjustment of our company’s continuing development strategies the
overall market conditions and our business development needs, to further expand our global reach
and considered that the Stock Exchange would provide us with an international platform to access
foreign capital and attract diverse overseas investors, we voluntarily put on hold the A-Share Listing
Attempt and our Directors decided to pursue the Listing. The A-share Listing Guidance filing with
the CSRC BJ was expired on June 18, 2024 and the Guidance Agreement are thereby lapsed
accordingly.
Our Directors believe that the Listing will be in the interest of our business development
strategies, and would be beneficial to us and our Shareholders as a whole since (i) the Stock
Exchange, as a leading player of the international financial markets, could offer us a direct access
to the international capital markets, enhance our fundraising capabilities and broaden our
fundraising channels; and (ii) the Listing would give us a better platform to further develop our
business and further raise our brand awareness, business profile and thus, enhance our corporate
image.
Since the execution of the Guidance Agreement and up to the Latest Practicable Date, our
Company had not submitted any A-share listing application to the CSRC or any stock exchange in
the PRC.
Our Directors have confirmed that (i) the CSRC did not raise any questions or comments in
respect of the A Share Listing Attempt (including the A-share Listing Guidance); and (ii) there is
no other material matter in relation to the A Share Listing Attempt (including the A-share Listing
Guidance) that needs to be brought to the attention of the Stock Exchange.
Based on the independent due diligence work performed by the Sole Sponsor and the
information and representation given to the Sole Sponsor, nothing has come to the Sole Sponsor’s
attention that could cast doubts on the Directors’ views set out above.
CAPITALIZATION OF OUR COMPANY
The following table sets out the shareholding structure of our Company as of the Latest
Practicable Date and immediately upon completion of the Global Offering (assuming the Pre-IPO
Share Option and the Over-allotment Option are not exercised).
As of the Latest
Practicable Date
Immediately following the completion of the Global Offering and conversion of
the Domestic Unlisted Shares into H Shares (assuming the Pre-IPO Share Option
and the Over-allotment Option are not exercised)
Shareholder
Number of
Domestic
Unlisted
Shares
Percentage of
shareholding in
our total issued
Share capital
Number of
H Shares
Percentage of
shareholding in
the
H Shares
Number of
Domestic
Unlisted
Shares
Number of
total Shares
Percentage of
shareholding in
our total issued
Share capital
Zhongke Sanshi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,231,007 16.57% 26,231,007 15.1536% Nil 26,231,007 15.1536%
Zhongzi Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,210,056 5.82% 9,210,056 5.3206% Nil 9,210,056 5.3206%
Zhongke Y oucai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,181,182 5.80% 9,181,182 5.3039% Nil 9,181,182 5.3039%
CDBC MTU Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,170,507 5.79% 9,170,507 5.2978% Nil 9,170,507 5.2978%
Dr. Luo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,339,783 4.64% 7,339,783 4.2402% Nil 7,339,783 4.2402%
AI Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,428,571 4.06% 6,428,571 3.7138% Nil 6,428,571 3.7138%
Wenge Zhicai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,268,709 3.96% 6,268,709 3.6214% Nil 6,268,709 3.6214%
China Internet Investment /H1118/H1118/H1118/H1118/H1118/H1118/H11185,803,255 3.67% 5,803,255 3.3525% Nil 5,803,255 3.3525%
Hengbang Zhiyuan No.5 /H1118/H1118/H1118/H1118/H1118/H1118/H11185,293,136 3.34% 5,293,136 3.0578% Nil 5,293,136 3.0578%
Infotech /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,514,932 2.85% 4,514,932 2.6083% Nil 4,514,932 2.6083%
Prof. Zeng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,837,523 2.42% 3,837,523 2.2169% Nil 3,837,523 2.2169%
Shenbao Yiben /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,627,033 2.29% 3,627,033 2.0953% Nil 3,627,033 2.0953%
HISTORY AND CORPORATE STRUCTURE
– 125 –


--- page 135 ---
As of the Latest
Practicable Date
Immediately following the completion of the Global Offering and conversion of
the Domestic Unlisted Shares into H Shares (assuming the Pre-IPO Share Option
and the Over-allotment Option are not exercised)
Shareholder
Number of
Domestic
Unlisted
Shares
Percentage of
shareholding in
our total issued
Share capital
Number of
H Shares
Percentage of
shareholding in
the
H Shares
Number of
Domestic
Unlisted
Shares
Number of
total Shares
Percentage of
shareholding in
our total issued
Share capital
SCGC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,588,502 2.27% 3,588,502 2.0731% Nil 3,588,502 2.0731%
Hongtu Tech /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,588,502 2.27% 3,588,502 2.0731% Nil 3,588,502 2.0731%
Zhongke Chuangxing-I /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,315,885 2.10% 3,315,885 1.9156% Nil 3,315,885 1.9156%
Hengbang Zhiyuan No. 20 /H1118/H1118/H1118/H1118/H1118/H1118/H11183,080,500 1.95% 3,080,500 1.7796% Nil 3,080,500 1.7796%
Hengbang Growth No.10 /H1118/H1118/H1118/H1118/H1118/H1118/H11183,023,263 1.91% 3,023,263 1.7465% Nil 3,023,263 1.7465%
Dr. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,816,151 1.78% 2,816,151 1.6269% Nil 2,816,151 1.6269%
Jinke Huisheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,815,624 1.78% 2,815,624 1.6266% Nil 2,815,624 1.6266%
Fuzhou Y oubang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,763,749 1.75% 2,763,749 1.5966% Nil 2,763,749 1.5966%
CASFoF /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,501,601 1.58% 2,501,601 1.4452% Nil 2,501,601 1.4452%
Xinding Jinwu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,450,000 1.55% 2,450,000 1.4154% Nil 2,450,000 1.4154%
CCTV Integrated Media /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,304,148 1.46% 2,304,148 1.3311% Nil 2,304,148 1.3311%
ZGC Science City /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,304,148 1.46% 2,304,148 1.3311% Nil 2,304,148 1.3311%
Xinding Xinsan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,085,407 1.32% 2,085,407 1.2047% Nil 2,085,407 1.2047%
Daye Shengde /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,031,840 1.28% 2,031,840 1.1738% Nil 2,031,840 1.1738%
Modern Industry Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,875,039 1.18% 1,875,039 1.0832% Nil 1,875,039 1.0832%
Zhongke Chuangxing-II /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,794,251 1.13% 1,794,251 1.0365% Nil 1,794,251 1.0365%
Zhongke Lianchuang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,794,251 1.13% 1,794,251 1.0365% Nil 1,794,251 1.0365%
Ruide Huihuang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,764,379 1.11% 1,764,379 1.0193% Nil 1,764,379 1.0193%
Lanhai Fangzhou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,764,379 1.11% 1,764,379 1.0193% Nil 1,764,379 1.0193%
Guoke Dacheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,583,127 1.00% 1,583,127 0.9146% Nil 1,583,127 0.9146%
Guoke Xinxing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,583,127 1.00% 1,583,127 0.9146% Nil 1,583,127 0.9146%
Hainan Xinyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,055,893 0.67% 1,055,893 0.6100% Nil 1,055,893 0.6100%
GQC Ruisheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,043,667 0.66% 1,043,667 0.6029% Nil 1,043,667 0.6029%
Wenge Jiangcai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118974,524 0.62% 974,524 0.5630% Nil 974,524 0.5630%
Zhongzi Innovation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118897,126 0.57% 897,126 0.5183% Nil 897,126 0.5183%
Guoke Dingzhi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118897,126 0.57% 897,126 0.5183% Nil 897,126 0.5183%
Fenghou Zhiyuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118897,126 0.57% 897,126 0.5183% Nil 897,126 0.5183%
Liaoning Xinxing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118725,407 0.46% 725,407 0.4191% Nil 725,407 0.4191%
Hengbang Growth No.5 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118725,407 0.46% 725,407 0.4191% Nil 725,407 0.4191%
Shengrunda /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118725,407 0.46% 725,407 0.4191% Nil 725,407 0.4191%
Wenge Hongcai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118671,991 0.42% 671,991 0.3882% Nil 671,991 0.3882%
Beijing Wendan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118510,687 0.32% 510,687 0.2950% Nil 510,687 0.2950%
Y uxin Digitech /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500,000 0.32% 500,000 0.2888% Nil 500,000 0.2888%
Hengbang Zhiyuan No.23 /H1118/H1118/H1118/H1118/H1118/H1118/H1118499,999 0.32% 499,999 0.2888% Nil 499,999 0.2888%
Xiyue Xinmei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118408,680 0.26% 408,680 0.2361% Nil 408,680 0.2361%
Public Float
Based on HK$60.7 per Offer Share (being the indicative Offer Price, the expected market
capitalization of the H Shares of our Company would be HK$10.5 billion (assuming that the
Over-allotment Option is not exercised), respectively. As the expected market value of the H Shares
of our Company at the time of listing under the offer price over HK$6 billion but not exceeding
HK$30 billion, the minimum prescribed percentage of H Shares held by public at the time of Listing
under the indicative offer price pursuant to Rule 19A.13A(1) would be the higher of: (i) the
percentage that would result in the expected market value of H shares held by the public to be
HK$1,500,000,000 at the time of listing; and (ii) 15%.
Our Company has applied for H Share full circulation to convert an aggregate of 158,266,607
Domestic Unlisted Shares held by 47 existing Shareholders, representing 100% of the total issued
Shares of our Company as of the Latest Practicable Date and approximately 91.43% of the total
issued Shares of our Company upon completion of the conversion of Domestic Unlisted Shares into
H Shares and the Global Offering (assuming the Pre-IPO Share Option and the Over-allotment
Option are not exercised). For details, see “Share Capital — Completion of the Global Offering.”
In addition, upon completion of the Global Offering and conversion of certain Domestic
Unlisted Shares into H Shares, in aggregate 48,523,590 H Shares will be held by Dr. Wang, Dr. Luo,
Prof. Zeng, Zhongke Sanshi, Wenge Jiangcai, Wenge Zhicai and Hainan Xinyi, who will be entitled
to control the exercise of more than 10% of the voting power at the general meeting of our Company
upon Listing. These persons and entities, which constitute the core connected persons of our
HISTORY AND CORPORATE STRUCTURE
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Company, will, in aggregate, represent approximately 28.03% of our total issued Shares upon
completion of the Global Offering (assuming the Pre-IPO Share Option and the Over-allotment
Option are not exercised). These shares will not be counted towards the public float.
Save as disclosed above, it is expected that immediately following the Global Offering and the
conversion of Domestic Unlisted Shares into H Shares, in aggregate 109,743,017 H Shares to be
held by our existing Shareholders, who are not our core connected persons, representing
approximately 63.4% of our total issued Shares upon completion of the Global Offering (assuming
that the Pre-IPO Share Option and the Over-allotment Option are not exercised), will be counted
towards the public float. Together with the issue of 14,834,600 H Shares pursuant to the Global
Offering (assuming that the Pre-IPO Share Option and the Over-allotment option are not exercised),
representing approximately 8.57% of our total issued Shares, approximately 71.97% of our total
issued Shares will be counted towards the public float, thereby satisfying the public float
requirement under Rule 8.08(1) (as amended and replaced by Rule 19A.13A(1)) of the Listing
Rules.
LOCK-UP AND FREE FLOAT
The following Shares will be subject to disposal restrictions pursuant to Rule 18C.14 of the
Listing Rules:
Name Capacity
Number of Shares
subject to disposal
restrictions
immediately upon
completion of the
Global Offering
Shareholding
subject to disposal
restrictions
immediately upon
completion of the
Global Offering
Lock-up period
pursuant to Rule
18C.14 of the
Listing Rules
Pathfinder SII
CDBC MTU Fund /H1118/H1118Pathfinder SII 9,170,507 5.30% Commencing on the
date of this
document and
ending on expiry of
6 months from the
Listing
SCGC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Pathfinder SII 3,588,502 2.07%
Hongtu Tech /H1118/H1118/H1118/H1118/H1118Pathfinder SII 3,588,502 2.07%
China Internet
Investment /H1118/H1118/H1118/H1118/H1118
Pathfinder SII 5,803,255 3.35%
Note:
(1) The calculation is based on the assumption that no new Shares are issued under the Pre-IPO Share Option and
the Over-allotment Option and no other changes are made to the issued share capital of our Company between
the Latest Practicable Date and the Listing.
Name Capacity
Number of
Shares/underlying
shares subject to
disposal restrictions
immediately upon
completion of the
Global Offering
Shareholding
subject to disposal
restrictions
immediately upon
completion of the
Global Offering
(assuming the
Over-allotment
Option and the
Pre-IPO Share
Option are not
exercised)
Lock-up period
pursuant to Rule
18C.14 of the
Listing Rules
Key persons
Dr. Wang and its close associates
Dr. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118Founder, chairman of
our Board,
executive Director
2,816,151 1.63% Commencing on the
date of this
document and
ending on expiry of
12 months from the
Listing
Zhongke Sanshi /H1118/H1118/H1118/H1118Company and
Employee shares
platform controlled
by Dr. Wang
26,231,007 15.15%
Hainan Xinyi /H1118/H1118/H1118/H1118/H1118 1,055,893 0.61%
Wenge Zhicai /H1118/H1118/H1118/H1118/H1118 6,268,709 3.62%
Wenge Jiangcai /H1118/H1118/H1118/H1118 974,524 0.56%
HISTORY AND CORPORATE STRUCTURE
– 127 –


--- page 137 ---
Name Capacity
Number of
Shares/underlying
shares subject to
disposal restrictions
immediately upon
completion of the
Global Offering
Shareholding
subject to disposal
restrictions
immediately upon
completion of the
Global Offering
(assuming the
Over-allotment
Option and the
Pre-IPO Share
Option are not
exercised)
Lock-up period
pursuant to Rule
18C.14 of the
Listing Rules
Other Key persons
Dr. Luo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Founder, executive
Director, chief
executive officer,
senior management
and core R&D
team member
7,339,783 4.24%
Commencing on the
date of this
document and
ending on expiry of
12 months from the
Listing
Mr. Qu Baoyu /H1118/H1118/H1118/H1118Executive Director
and senior
management
10,000 0.01%
M r .M aL i /H1118/H1118/H1118/H1118/H1118/H1118Senior management 200,000 0.12%
Mr. Zheng Chaomin /H1118 100,000 0.06%
Dr. Xu Nan /H1118/H1118/H1118/H1118/H1118/H1118Core R&D team
members
25,000 0.01%
Mr. Wang Yigang /H1118/H1118/H1118 120,000 0.07%
Zhongzi Investment /H1118Founders 9,210,056 5.32%
Prof. Zeng /H1118/H1118/H1118/H1118/H1118/H1118 3,837,523 2.22%
Others
Wenge Hongcai /H1118/H1118/H1118Employee shares
platforms where the
Company’s
executive Directors,
senior management
and core R&D
team members hold
partnership
interests
671,991 0.39%
Zhongke Y oucai /H1118/H1118/H1118 9,181,182 5.30%
Under Rule 8.08A (as amended and replaced by Rule 19A.13C(1)) of the Listing Rules
provides that, where a new applicant is a PRC issuer with no other listed shares at the time of
listing, this will normally mean that the portion of H shares for which listing is sought that are held
by the public and not subject to any disposal restrictions (whether under contract, the Listing Rules,
applicable laws or otherwise), at the time of listing, must: (a) represent at least 10% of the total
number of issued shares in the class to which H shares belong at the time of listing (excluding
treasury shares), with an expected market value at the time of listing of not less than
HK$50,000,000; or (b) have an expected market value at the time of listing of not less than
HK$600,000,000.
Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all
existing Shareholders (including the Pre-IPO Investors) cannot dispose of any of the Shares held by
them. As such, H Shares held by the existing Shareholders as of the date of this prospectus upon
the Listing shall not be counted towards the free float of the H Shares of the Company at the time
of Listing. On the basis that (i) no Offer Shares will be allocated under the Global Offering to any
core connected person of our Company or person which is not regarded as a member of the public
under Rule 8.24 of the Listing Rules and (ii) all Offer Shares to be issued to the cornerstone
investors are excluded for the purpose of satisfying the free float requirement, upon completion of
the Global Offering (assuming the completion of Share Subdivision and Conversion of Unlisted
Shares and the Over-allotment Option is not exercised), it is expected that 10,834,000 H Shares will
not be subject to any disposal restrictions (whether under contract, the Listing Rules, applicable
laws or otherwise) at the time of the Listing, representing a market value of approximately
HK$657.6 million based on an Offer Price of HK$60.7 per Offer Share, the Company will satisfy
the free float requirement under Rule 8.08A (as amended and replaced by Rule 19A.13C(1)) of the
Listing Rules.
HISTORY AND CORPORATE STRUCTURE
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CORPORATE AND SHAREHOLDING STRUCTURE
Corporate structure immediately before completion of the Global Offering
The chart below sets out the corporate structure of our Group immediately before completion of the Global Offering:
Prof. Zeng Dr. Luo Dr. Wang
Zhongke
Yingcai(2)
Zhongke
Huicai(2)
Zhongke
Cuicai(2)
Zhongke
Quncai(2)
Zhongke
Sanshi
Wenge Zhicai(1) Wenge
Jiangcai(1) Zhongke Youcai(2) Zhongzi Investment(3) CDBC MTU Fund(4) Other
Shareholders(7)
Company
2.42%
13.43% 10.70% 75.87%
4.64% 1.78%
33.62% 34.68% 5.20% 26.49%
16.57% 3.96% 0.62% 5.80%
Wenge Hongcai(2)
 0.42% 5.82% 5.79% 45.13%
Hainan
Xinyi(1)
0.67%
SCGC Investors(5)
 4.54%
China Internet
Investment(6)
3.67%
Wenge Xi'an Wenge Shenzhen Wenge Nanjing Wenge Shanghai Wenge Tianjin Wenge Chongqin Wenge Holdings Wenge Media
Zhongke Wencai
Wenge GanglianD2 Intelligence
(incorporated in HK)
D2 Intelligence HK
(incorporated in HK)
100% 100% 100% 100% 100% 100% 100%
10% 90%
Xinhua Mobile(8)
Xinhua Hangzhou Xinhua Media
51%
100% 100%100% 100%
100%
Wenge Hainan
100%
100%
Notes:
(1) As of the Latest Practicable Date, Wenge Zhicai, Wenge Jiangcai and Hainan Xinyi, all being limited partnership established under the laws of the P RC, are controlled Dr. Wang
(as executive partner), and none of the limited partners of Wenge Zhicai and Wenge Jiangcai hold more than 30% of their partnership interest respectiv ely.
(2) As of the Latest Practicable Date, Wenge Hongcai, Zhongke Y oucai, Zhongke Yingcai, Zhongke Huicai, Zhongke Cuicai and Zhongke Quncai, all being l imited partnership
established under the laws of the PRC, with Wenge Hongcai and Zhongke Y oucai controlled by Ms. Zeng Duan (as executive partner) and Zhongke Yingcai, Zh ongke Huicai,
Zhongke Cuicai and Zhongke Quncai controlled by Mr. Wang Yigang (as executive partner).
HISTORY AND CORPORATE STRUCTURE
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(3) As of the Latest Practicable Date, Zhongzi Investment is a company established under the law of the PRC and ultimately controlled by CASIA.
(4) See “— Pre-IPO Investments — Background of Our Principal Pre-IPO Investors — Our Pathfinder SIIs — CDBC MTU Fund” for the shareholding structure of CDBC MTU Fund.
(5) See “— Pre-IPO Investments — Background of Our Principal Pre-IPO Investors — Our Pathfinder SIIs — SCGC Investors” for the shareholding structure of SCGC Investors.
(6) See “— Pre-IPO Investments — Background of Our Principal Pre-IPO Investors — Our Pathfinder SIIs — China Internet Investment” for the shareholdin g structure of China Internet
Investment.
(7) As of the Latest Practicable Date, we had 34 other Shareholders including our Pre-IPO Investors each holding less than 5% shareholding of our Compa ny. See “— Capitalization
of Our Company” for details.
(8) As of the Latest Practicable Date, Xinhua Mobile was owned as to 51%, 14.69%, 8.00%, 7.73%, 7.20%, 6.15% and 5.24% by Wenge Media, Mr. Y an, Ucap Techn ology, Hangzhou
Dulai, Beijing Linteng, Y angpu Runhang and Xinyi Investment respectively.
(9) Our Company has disposed our entire equity interest in Guoke Zhi’an on July 28, 2025 to Wang Zhangsheng ( ˮᆧସ,“ Mr. ZS Wang ”), an Independent Third Party, for a nominal
consideration of RMB1 in cash considered the financial position of Guoke Zhi’an which has a negative net assets (i.e. net liabilities) and was loss mak ing for the last three years
(the “ Disposal ”). Guoke Zhi’an principally engaged in research and development and sale of AI + safety software products, due to the change in strategies of the Group considered
the business performance of Guoke Zhi’an and its synergies with the Group’s other business segments were not positive as expected, since the end of 202 4, Guoke Zhi’an has not
conducted any substantial operating activities. As advised by our PRC Legal Advisor, the Disposal has been properly and legally completed and fully s ettled as of July 28, 2025.
As a result, Guoke Zhi’an ceased to be our subsidiary.
(10) the Group has newly established 11 wholly owned subsidiaries and 1 non-wholly owned subsidiaries since the second half of 2025, namely, Wenge Dec ai (Beijing) Technology Center
(Limited Partnership) (Υྫ,“ Wenge Decai ”), Guoke Zhiyi (Beijing) Technology Co., Ltd. (ʮ̡,“ Guoke Zhiyi ”),
Wenge Wenyi (Beijing) Technology Center (Limited Partnership) ( ၲဂၲᔼ(̏ԯ)Ҧʕː(Υྫ), “ Wenge Wenyi ”), Shenzhen Zhisuan Julang Technology Co., Ltd. ( ଉέ౽
ʮ̡,“ Zhisuan Julang ”), Guoke Zhixue (Beijing) Technology Co., Ltd. (౽ኪ(̏ԯ)ʮ̡,“ Guoke Zhixue ”), Guoke Panshi (Beijing) Technology Co.,
Ltd. (ᇂͩ(̏ԯ)ʮ̡,“ Guoke Panshi ”), Guoke Julang (Beijing) Technology Co., Ltd. (̶ඎ(̏ԯ)ʮ̡,“ Guoke Julang ”), Beijing Geqi Technology
Center (Limited Partnership) (Ҧʕː(Υྫ), “ Beijing Geqi Technology ”), Shaoxing Geqi Technology Partnership Enterprise (Limited Partnership) (Ҧ
ΥྫΆุ(Υྫ), “ Shaoxing Geqi Technology ”), Shaoxing Song Research Technology Partnership Enterprise (Limited Partnership) (ҦΥྫΆุ(Υྫ),
“Shaoxing Song Research Technology ”) Zhejiang Wenge Industrial Intelligent Technology Co., Ltd. (ʮ̡,“ Zhejiang Wenge Industrial ”) and
Zhejiang Juxi Intelligent Technology Co., Ltd. (ʮ̡,“ Zhejiang Juxi Intelligent ”) for the purpose of implementing different business lines of AI+
application. None of these subsidiaries has generated any revenue as of the Latest Practicable Date.
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Corporate structure immediately following the Global Offering
The chart below sets out the shareholding structure of our Group immediately following completion of the Global Offering (assuming the Pre-IPO
Share Option and the Over-allotment Option are not exercised):
Prof. Zeng Dr. Luo Dr. Wang
Zhongke
Yingcai
(2)
Zhongke
Huicai(2)
Zhongke
Cuicai(2)
Zhongke
Quncai(2)
Zhongke
Sanshi
Wenge Zhicai(1) Wenge
Jiangcai(1) Zhongke Youcai(2) Zhongzi Investment(3) CDBC MTU Fund(4) Other
Shareholders(7)
Company
2.22%
13.43% 10.70% 75.87%
4.24% 1.63%
33.6214% 34.6819% 5.2044% 26.4923%
15.15% 3.62% 0.56%
Hainan
Xinyi(1)
5.30%0.61%
Wenge Hongcai(2)
0.39% 5.32 % 5.30% 39.59%
Other Public
Shareholders
8.57%
SCGC Investors(5)
4.15%
China Internet
Investment(6)
3.35%
Wenge Xi'an Wenge Shenzhen Wenge Nanjing Wenge Shanghai Wenge Tianjin Wenge Chongqin Wenge Holdings Wenge Media
Zhongke Wencai
Wenge Ganglian
100% 100% 100% 100% 100% 100% 100%
10% 90%
100% 100%
100%
Wenge Hainan
100%
100%
Xinhua Mobile(8)
51%
D2 Intelligence
(incorporated in HK)
D2 Intelligence HK
(incorporated in HK)
Xinhua Hangzhou Xinhua Media
100% 100%
Notes 1 to 8: See the details contained in the preceding page.
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We are a Specialist Technology Company (as defined in Chapter 18C of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited). The
securities of Specialist Technology Companies carry high investment risks including risks
of share price volatility and inflated valuation due to the difficulty in valuing such
companies. Investors should fully understand the investment risks of a Specialist
Technology Company and the risks disclosed by the issuer before making their investment
decisions.
OVERVIEW
We are an emerging enterprise AI technology and service provider in China, specializing in
complex data analytics and AI-assisted decision-making.
Founded in 2017 by AI scientists from the Institute of Automation of Chinese Academy of
Sciences, we focus on enterprise data analytics and decision intelligence, a practical application of
AI that leverages data analytics to improve and accelerate an organization’s operational and
strategic decision-making. Our founding commitment is to develop AI with advanced cognitive
reasoning and decision-making capabilities.
We develop critical AI capabilities in-house, offering a portfolio of full-stack AI services. Our
capabilities cover data governance, domain knowledge management, large language and multimodal
model training, decision automation and evaluation, and low-code AI application development.
Integrated tightly through a software platform, these capabilities enhance performance, reliability,
and security of our enterprise offerings. This integrated approach reduces development costs and
deployment time for our AI application and services, by unifying the foundational infrastructure,
resolving cross-system compatibility issues, and eliminating the redundant work needed to stitch
fragmented systems together, thereby accelerating the delivery of AI solutions. Concurrently, this
optimized cycle lowers our unit development costs, by reducing per-project labor costs due to
improved engineering productivity, and decreasing expenses associated with redundant external
services, computing resources, and third-party tools.
We serve organizations in technology-intensive sectors across China, facilitating the AI-
enabled digital transformation of domains such as public sector services, media and
communications, and commercial enterprises essential to our society and economy. During the
Track Record Period, we have provided AI services to over 650 enterprise and government
customers.
According to CIC, enterprise large model-driven decision intelligence currently represents a
small yet fast-growing subset of China’s enterprise AI industry. As measured by revenue, we ranked
first in 2025 among China’s enterprise large model-driven decision intelligence service providers,
with a market share of 10.2%. Furthermore, we were the eighth largest player in China’s enterprise
large model market in 2025 with a market share of 2.2%, where we mainly competed with major
Chinese AI incumbents.
In 2023, 2024 and 2025, we achieved revenue of RMB249.7 million, RMB317.8 million,
RMB405.3 million, respectively. Our gross profit margin increased from 44.0% in 2023 to 50.4%
in 2024, and further to 51.2% in 2025. During the Track Record Period, revenue contributions from
our Benchmark Clients accounted for 76.6%, 70.0% and 67.8% of total revenue, highlighting the
strategic importance of these relationships to our growth. Our net loss was RMB259.8 million in
2023, RMB157.1 million in 2024, and RMB166.3 million in 2025, respectively.
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OUR STRENGTHS
We believe we have the following competitive advantages that differentiate us from our
competitors:
An Emerging Enterprise AI Technology and Service Provider in China
We focus on enterprise-level large model-driven decision intelligence, and develop general AI
agent-based decision evaluation in open environments. Supported by core technologies including
multi-modal deep semantic understanding, social computing-enhanced domain modeling, and
knowledge-rich pre-training large models, our research outcomes have been successfully applied in
numerous complex decision-making and policy-making scenarios. According to CIC, enterprise
large model-driven decision intelligence currently represents a small yet fast-growing subset of
China’s enterprise AI industry, and we ranked first among China’s enterprise large model-driven
decision intelligence service providers, holding a 10.2% market share by revenue in 2025. At the
same time, we were the eighth largest player in China’s enterprise large model market in 2025 with
a market share of 2.2%, where we mainly competed with major Chinese AI incumbents.
As of the Latest Practicable Date, we have published over 120 AI-related papers in prestigious
journals and conferences, including TMM, ACL, EMNLP , and AAAI, among others. These
publications demonstrate the depth of our expertise and the innovativeness of our solutions,
particularly in developing advanced LLMs and proprietary algorithms. Our research has
consistently achieved internationally competitive performance metrics, reinforcing our position as
a leader in the AI service domain.
Our Y ayi LLM has demonstrated strong performance across benchmark datasets. See “— Y ayi
LLM: Advanced LLM for Enterprises — Benchmark Leadership.” These results illustrate Y ayi
LLM’s ability to analyze data, generate insights, and facilitate well-informed decisions, making it
a powerful tool for businesses and industries seeking reliable AI services. According to CIC, we
have developed several enterprise AI systems in China, such as:
 The first national-level risk prevention and control system for internet financial crimes;
 The first anti-smuggling intelligence mining system;
 The first tax inspection intelligence and decision-making system; and
 The first large model-based intelligent LLM-powered Q&A system for government web
portals.
Our portfolio of enterprise technologies and AI services has earned us widespread recognition
from customers across industries.
Enterprise AI Services Powered by an In-house Platform
We develop the entire AI value chain through DIOS, an in-house platform. Our capabilities
cover the complete AI service lifecycle, spanning data governance, model training, domain
knowledge management and application development. These capabilities promote performance,
security and reliability. Additionally, our product portfolio is optimized for the IT architecture
commonly used by customers, enabling increased efficiency and reduced costs.
The key advantages of our full-stack AI services are as follows:
 Reduced Deployment Costs and Enhanced Efficiency : Our full-stack approach reduces
user deployment costs by reducing the complexities and potential integration challenges
that can arise in multi-system environments, lowering both initial and ongoing expenses.
Integrated, one-stop solutions also improve efficiency and system performance, as
shown by the reduction in our average lead time decreased from 185.0 days in 2023 to
105.9 days in 2024, and further decreased to 80.2 days in 2025.
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 Increased Flexibility : Our platform-powered approach enables integrated customization
at every layer, from data processing algorithms to model architecture to user interfaces.
This control allows us to adapt solutions precisely to industry-specific requirements
without constraints typically imposed by third-party components or generic APIs.
 Prioritized Security : Our in-house development promotes data integrity throughout our
products and services. Our closed-loop system maintains data within our secure
infrastructure, thereby reducing potential exposure points and strengthening the overall
security posture. This provides government and enterprise customers with peace of mind
regarding sensitive data and intellectual property protection.
 Accelerated Innovation Cycles : Tightly knit internal coordination across all service
processes and components enables rapid prototyping, testing, and deployment of new
features. This translates to faster time-to-market and more responsive adaptation to
evolving customer needs. Application data, user feedback, and evolving industry
requirements are incorporated into our DIOS platform, driving iterative improvements.
This fast-paced cycle of deployment, optimization, and redeployment maintains our
competitive advantage and accelerates intelligent transformation for our customers
across multiple sectors.
As AI continues to reshape industries across the digital economy, DIOS enables customers to
adopt AI services cost-efficiently and enhance their market positions through intelligent
transformation. The proven results across our diverse customer base demonstrate that our
platform-based full-stack approach is essential for organizations seeking sustainable AI success in
an increasingly competitive landscape.
Proven Industry Scalability and Specialty with Customer Loyalty
Leveraging the capabilities of DIOS platform, we have built a suite of AI services that spans
a wide array of industries and vertical domains. This cross-industry approach has not only proven
the versatility and commercial viability of our technology but has also driven business growth in
key sectors such as public sector services, media and communications, and finance. Through
continuous innovation and application of AI across these domains, we have demonstrated our ability
to address complex, industry-specific challenges with tailored solutions that deliver measurable
results. At the same time, we maintain a unified, core AI framework that helps control our
development and deployment costs and ensures rapid adoption of new AI capabilities, developed
in-house or through the external ecosystem.
Our commitment to technological excellence is evident in the mature, efficient AI services we
have developed for diverse industries. Utilizing self-developed multi-modal LLMs and advanced
domain-specific fine-tuning techniques, we have created flagship applications that set new
standards in their respective fields. Key examples include:
 Public sector Services : Powered by X-Data and Y ayi LLM, our intelligent industry chain
analysis and development system provides advanced analytics to identify key enterprises
and issue risk warnings, enhancing administration efficiency. Additionally, we
developed and deployed China’s first large model-based intelligent LLM-powered Q&A
system for government, according to CIC.
 Media and Communications : Powered by Y ayi LLM, our media offering enables
efficient news gathering, breaking news detection, influence tracking and evaluation, as
well as content generation and publication, significantly reducing manual efforts and
costs for media organizations.
 Commercial Enterprises : Powered by DI-Brain, our intelligent credit review and risk
assessment system empowers financial organizations. For example, we have helped
several commercial banks reduce traditional loan review cycles from days to hours, even
achieving real-time processing.
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These industry-specific solutions have enabled us to establish a growing market presence and
an established customer base. We serve a broad spectrum of organizations in technology-intensive
sectors across China, including major news agencies, TV and media groups, municipal
governments, as well as leading commercial banks and manufacturing enterprises. Our ability to
deliver tailored AI applications and consistently high service quality has resulted in notable
customer retention and satisfaction. In 2023, 2024 and 2025, our Benchmark Clients contributed
76.6%, 70.0%, and 67.8% of our total revenue, respectively. This reflects high customer recognition
of our technological capabilities, product value, and service quality. We plan to increase wallet
share with Benchmark Clients and expand our broader customer base, deepening engagement and
enhancing long-term value.
Market-leading R&D and Technologies
Innovation is central to our strategy. As of December 31, 2025, our research and development
team comprised 250 employees, accounting for 43.9% of our total workforce. This team includes
66 individuals holding master’s and doctoral degrees, as well as over 30 experienced AI scientists,
with substantial research experience. Our core team consists of experts from multiple institutions
of the Chinese Academy of Sciences, Tsinghua University, Peking University, and other leading
scientific research institutions and universities.
We have participated or led several national R&D projects, including:
 Receipt of government funding for 12 research projects at national and provincial levels,
among which are six National Key Research and Development Programs of China
including three projects under the “New Generation of AI (2030)” initiative; and
 A co-lead in Beijing Key Laboratory of Safe AI and Superalignment ( ɛʈ౽ঐτΌၾ
܃and a co-founder of the Beijing Key Laboratory of
Digital-Intelligent Equipment Research and Development for the Four Diagnostic
Techniques of Traditional Chinese Medicine with the China Academy of Chinese
Medical Sciences (ኪ৫)
As of the Latest Practicable Date, we have published over 120 research papers in renowned
international journals and conferences, including TMM, ACL, EMNLP , and AAAI , among others,
and we have also applied for 233 invention patents, of which 126 have been granted. These cover
advanced technologies including decision intelligence, autonomous planning, agent-based
simulation, cross-modal text-video retrieval, virtual human video synthesis, spatiotemporal
predictive analytics, quantum language modeling, and privacy protection for large models.
We develop multimodal and multilingual large models that support a wide range of languages
and cross-lingual applications. Notably, our development of the CCI Chinese Internet Corpus ( ʕ
ࢫࣘa leading high-quality Chinese dataset, has enhanced our capabilities in data
governance, model training, and application optimization. This resource enables us to construct
industry-specific knowledge graphs and deliver secure, tailored AI services. We develop general AI
agent-based decision evaluation in open and competitive environments.
During the Track Record Period, we received approximately RMB29.9 million in competitive
research and development grants awarded by the Ministry of Science and Technology and the
Beijing Municipal Science and Technology Commission across seven major projects. In 2023, 2024
and 2025, we received government grants for R&D of approximately RMB15.0 million, RMB6.1
million, and RMB8.8 million, respectively. These included the Foundation Model Support Platform
for Artificial Intelligence, Novel Models for Major Infectious Disease Prediction and Policy
Evaluation, Full-Stack Domestic Development and Pilot Application of Large Models in the
Financial Sector, Key Technologies for Domain-Oriented Large Models, and Integrated Platform for
Risk Monitoring and Early Warning of Emerging Illegal Fundraising Activities. The grants were
recognized as other income and gains in accordance with applicable government grant accounting
standards and our internal financial policies. These programs were awarded through merit-based
selection, reflecting the strength of our technical proposals and prior execution capabilities.
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Although disbursements were not governed by fixed schedules or contractual payment timelines,
they were generally made following progress assessments based on project milestones. While such
grants are non-recurring and subject to future government priorities, we intend to continue actively
pursuing similar funding opportunities, supported by our proven track record and long-standing
relationships with the relevant funding agencies.
Strong Shareholder Support and Founding Team
Supported by shareholders and an experienced management team, we have established
ourselves as a leader in the enterprise AI technology and service market. Our shareholders include
asset management platforms affiliated with the CAS and the CASIA, the Beijing AI Industry
Investment Fund, and the China Internet Investment Fund, among others, providing a stable
foundation for our growth and leadership in key industries and technologies.
Our founding team combines strong academic backgrounds and industry experience in AI,
decision sciences, and information systems:
 Our Chairman and co-founder, Dr. Wang Lei , is a professor-level researcher at the
Institute of Automation of the Chinese Academy of Sciences, and deputy director of the
Beijing Key Laboratory of AI Safety and Super-Alignment. He has been recognized with
numerous honors, including “National Y outh Job Expert,” and the Wu Wenjun AI
Innovation Award.
 Our CEO and co-founder, Dr. Luo Yin , obtained the professional title of senior principal
engineer when he worked at the CASIA and recipient of the Beijing Science and
Technology Rising Star Program and the “Jing Lang Y a” Y oung Innovative Talents
award.
 Our co-founder, Professor Zeng Dajun , was enrolled in the School of the Gifted Y oung
at the University of Science and Technology of China and received his Ph.D. from
Carnegie Mellon University. He is an internationally renowned AI and management
science researcher and a fellow of IEEE and AAAS. He has received many competitive
research grants and served as editor-in-chief of IEEE Intelligence Systems and the
Association for Computing Machinery Transactions on Management Information
Systems. He also served as the President of IEEE Intelligent Transportation Systems
Society and of the Chinese Association for Science and Technology in the USA.
We have assembled a team of young scientists, many born after 1990, from the Chinese
Academy of Sciences, Tsinghua University, Peking University and other leading institutions. These
individuals combine global academic vision with technical expertise to drive our innovation and
industrial advancements.
OUR STRATEGIES
We intend to pursue the following strategies:
Advancing the Next Generation of DIOS
We are committed to driving forward the next generation of our DIOS that directly addresses
complex, real-world challenges faced by modern organizations. In particular, we have developed a
comprehensive strategy centered on three key pillars:
Developing the Next Generation of Yayi LLM
At the heart of our R&D roadmap is the development of the next generation Y ayi LLM. This
advanced model is designed with significantly improved processing and reasoning capabilities,
enabling it to become a “domain world model” which aims to not only understand and interpret
complex information but also to reason and deduct, and to anticipate the future state of scenarios.
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(i) Innovating Multi-Modal Integration : Our next-generation Y ayi LLM will seamlessly
integrate diverse data types, including text, images, diagrams, and other data. This
approach allows for a richer, more nuanced understanding of information, facilitating
accurate extraction of insights and intent. For example, our models will be capable of
analyzing and synthesizing information from intricate financial statements, complex
academic publications, and technical diagrams.
(ii) Integrating General Purpose and Specialized Model Capabilities : We aim to further
develop a fusion model integrating general purpose and specialized model capabilities
to understand domain specific datasets, enhance context sensitive reasoning algorithms,
and autonomously coordinate a diverse set of tools and agents. Our fusion model
leverages intelligent router and knowledge alignment to combine the strengths of general
LLMs with industry-specific expertise, enabling effective application in specialized
enterprise scenarios.
(iii) Expanding Multi-Lingual Capabilities : As our customers increasingly operate on a
global scale, the demand for multi-lingual support has never been greater. We are
prioritizing the expansion of our LLM’s language capabilities to accommodate a broad
spectrum of linguistic and cultural contexts. This will ensure that our solutions remain
effective for customers across different geographies, enabling communication and
understanding that transcend language barriers.
Developing Decision Intelligence Through X-Data Utilization and General Agent-based
Simulation
In tandem with our model advancements, we focus on elevating the decision intelligence
capabilities of DIOS by making strategic use of X-Data that captures the full spectrum of user
experiences, operational processes, and contextual variables and further advancing our proprietary
general agent-based simulation framework.
(i) Improving Quality and Scalability : By refining our data collection, processing, and
analytics frameworks, we aim to enhance both the quality and scalability of our AI-ready
datasets. This will allow us to deliver more granular, customized insights that can be
tailored to the specific needs of each customer, regardless of industry or organizational
scale.
(ii) Distilling Behavioral Rules and Logic from Literature : We aim to extract behavior
patterns and action logic for decision makers and stakeholders in complex decision
settings from the academic and trade literature as well as internal reports and knowledge
repositories. Such rules and logic will be fed to Y ayi LLM to automatically construct AI
agents to create domain specific world models.
(iii) Incorporating Agent-based Simulation : We intend to develop a decision intelligence
support platform that combines large models with agent-based modelling and social
simulation. The platform enables simulation and evaluation of strategic options,
comparative analysis, and impact assessment in complex scenarios. This new platform
is intended to provide customers with advanced tools to conduct autonomous simulation
runs and optimize decisions based on “what if” analyses.
Industry-Specific Customization for Broader Impact
Recognizing that each industry faces its own unique set of challenges and requirements, we
are committed to developing highly customized AI models and solutions tailored to the distinct
needs of a growing number of sectors based on a DIOS.
(i) Domain Training and Fine-Tuning : Our industry-specific models will be further trained
and fine-tuned using vast repositories of domain knowledge, technical know-hows, and
specialized terminologies. This ensures that the outputs generated by our AI are not only
technically accurate but also contextually relevant and actionable for professionals
within each sector.
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(ii) Accelerated Deployment and Modularization : To maximize the impact and accessibility
of our solutions, we are adopting a modular approach to model development and
deployment. This strategy allows us to shorten the time-to-market for new applications,
reduce implementation complexity, and enable customers to quickly integrate advanced
decision intelligence capabilities into their existing workflows.
Through these strategic initiatives, DIOS is active in the field of decision intelligence. Our
unwavering focus on technical excellence, industry relevance, and scalable impact will enable us
to continue delivering innovative solutions that seize new opportunities and address the evolving
needs of our customers and society at large.
Deepening and Broadening Industry Applications
Building on our proven track record, we are committed to further deepening our expertise in
our current core domains including public sector services, media and communications and
commercial decision making, while broadening the reach of our AI applications into an even wider
array of industries.
Key areas of expansion include but are not limited to:
(i) Science and Education : Our initiatives include launching a new AI for Science
foundational model and upgraded Y ayi LLM, both tailored for scientific research and
technical content generation. For researchers, we intend to offer AI-powered research
services covering scientific knowledge, experimental procedures, and literature
interpretation, significantly boosting productivity and decision-making, aiming to drive
the practical application of the models and platforms across high-value scientific
scenarios, such as biology, materials science, and chemistry. We also plan to offer
intelligent agent interfaces to ensure integration with research tools and workflows,
enabling automation and allowing engineers and scientists to focus on scientific
discoveries and innovation.
(ii) Energy and Sustainability : Our expansion into the energy sector focuses on empowering
relevant clients with advanced knowledge management and business decision-making
tools. By leveraging AI for data aggregation, trend analysis, and scenario simulation, we
help energy and sustainability companies optimize operations, manage risk, and make
informed strategies in a rapidly evolving market landscape. For example, based on our
AI capabilities, we have been exploring and developing systems that enhance power grid
security and efficiency by identifying weaknesses, modeling grid health based on
various data sources, and generating emergency response and power dispatch plans when
faults are detected.
(iii) Healthcare : We are developing AI-powered services to modernize the healthcare
industry. We are partnering with China Academy of Chinese Medical Sciences to
develop a specialized large model tailored to the Chinese medicine practices. By
harnessing large volumes of Chinese medicine literature and knowledge, our specialized
large model can uncover treatment patterns and support the development of personalized
treatment plans. We intend to expand our healthcare AI offerings to a wider spectrum of
application scenarios, such as hospitals, community clinics and homecare. For instance,
our AI capabilities could be leveraged to support use cases such as diagnosis and patient
management system for medical institutions, and patient service platform for pre-
diagnosis and health management in home and community settings.
We remain dedicated to deepening our impact in established domains while selectively
pursuing new frontiers. Through strategic partnerships, ongoing research, and continued innovation,
we will continue to broaden the horizons of AI, empowering industries at scale.
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Expanding Service Offerings
We plan to broaden our service portfolio to meet diverse customer needs, expand accessibility,
and address a wider range of use cases:
 Offering DIOS on Cloud. One of our key initiatives is the development of DIOS on
cloud, a cloud-based infrastructure designed to deliver our AI services. This platform
will cater to customers who do not require on-premise system deployment or extensive
local applications. We aim to reach a broader audience, including small and medium-
sized enterprises, start-ups, and professional users. This approach will make advanced
AI capabilities more accessible, scalable, and cost-effective, allowing organizations of
all sizes to leverage cutting-edge technology without substantial amount of upfront
investment.
 Developing Enterprise-grade AI Infrastructure . In parallel, we are investing in the
development of enterprise AI infrastructure for larger organizations, combining
hardware, software and services. Our comprehensive solutions will support clients in
establishing end-to-end AI capabilities, from data management to advanced analytics
and decision automation. By offering tailored AI services, we will help enterprises
seamlessly incorporate decision intelligence into their existing IT ecosystems,
maximizing the value of their digital transformation efforts.
 Integrating with Edge Devices . Expanding our reach further, we intend to integrate our
AI services powered by DIOS with edge devices, such as IoT devices and wearables, for
business partners. For example, we are working with a smart device maker to embed
advanced analytics capabilities that can monitor health and provide personalized
guidance.
By diversifying our offerings and leveraging the latest technologies, we deepen customer
engagement, improve service delivery, and establish ourselves as a leader in AI services across a
wide array of markets. We believe that access to robust, scalable, and cost-effective computing
power is fundamental to these next-generation AI services. To this end, we aim to undertake
strategic initiatives to secure access to and utilize high-performance computing resources. Our
strategic expansion in offerings ensures that organizations and individuals alike can access,
integrate, and benefit from intelligent solutions tailored to their unique needs.
Pursuing International Expansion
In addition to expanding domestically, we are pursuing growth opportunities in International
markets, with an initial focus on Hong Kong, the Middle East, and Southeast Asia. To succeed in
these regions, we will conduct detailed market research to ensure that our products and services are
effectively localized and aligned with regional demands and regulatory requirements. Strategic
partnerships with local businesses will be essential for expanding our reach and enhancing service
delivery. These efforts are central to strengthening our global competitiveness and becoming a
premier international provider of AI services. In line with this, we aim to cooperate with
Cherrypicks International to market our services to its existing client base and leverage our
technical support to create localized offerings tailored for regional demands in Hong Kong, Macau,
and other key markets out of mainland China, which is expected to us with immediate and effective
channels to introduce our AI services to customers in these regional markets, enabling us to
effectively penetrate new markets and acquire new customers for mutual benefit.
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Strengthening Talent Cultivation and Incentives
Talent is the cornerstone of our long-term success and a key driver of innovation in the rapidly
evolving AI industry. To maintain our leadership position and ensure sustainable growth, we are
committed to attracting, nurturing, and retaining top-tier R&D professionals, particularly those
specializing in next-generation AI technologies, such as decision intelligence, multimodal learning,
enterprise data governance, and world model development.
Our strategy to strengthen talent cultivation and incentives includes several key initiatives. We
are focused on attracting world-class AI talent to join our team. We nurture our employees through
comprehensive training and development programs designed to enhance their skills and expertise.
To retain top-tier talent, we intend to offer incentive mechanisms that reward high performance and
long-term commitment. We actively support a culture of continuous innovation and foster a strong
sense of belonging within our organization.
Additionally, we build partnerships with leading universities and industry partners to expand
our talent pool and research capabilities. We have established an academic partnership with the
Institute of Automation of the Chinese Academy of Sciences and multiple universities to drive
collaborative research and facilitate talent exchange. We also plan to offer structured internship
programs that provide hands-on experience and cultivate future AI professionals. Furthermore, we
will continue to engage in international collaborations and exchanges to broaden perspectives and
attract global talent.
By implementing these initiatives, we will build a highly skilled, motivated, and loyal
workforce. Our commitment to talent cultivation and incentives will not only ensure our
competitive edge but also position us as a leader in the AI industry for years to come.
OUR AI SERVICES
Overview
DIOS delivers customized enterprise AI services across a wide range of industries and use
cases. Since its inception, DIOS has evolved through multiple generations, each reflecting
technological advancements and expanded capabilities.
DIOS 1.0: Released in 2017, DIOS 1.0 focused on open-source big data analytics, enabling
integration of diverse data sources and offering data development, governance, and visualization
tools for deeper insights.
DIOS 2.0: Released in 2020, DIOS 2.0 marked a major step in enterprise data processing and
AI-driven analytics. A new system-module, X-Data, supported integration and analysis of both
open-source and proprietary data across various formats, including images, text, audio, and video.
With an expanded repository of specialized AI models and advanced knowledge graph capabilities,
DIOS 2.0 enabled rapid development and deployment of industry-specific applications,
transforming it into a comprehensive enterprise AI platform.
DIOS 3.0: Released in 2023, DIOS 3.0 represented the next evolution of our decision-making
capabilities. It integrates our advanced Y ayi LLM for rich-media content generation, complex
information extraction, multi-modal understanding, long-text processing, and world model
interaction. The enhanced X-Data system features superior data insight and quality. A newly added
component, DI-Brain, supports complex multi-agent simulations, autonomous reasoning, and
streamlined development of highly tailored AI agents, enabling organizations to address
increasingly complex challenges with greater efficiency and strategic foresight across diverse
industries.
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DIOS integrates advanced technologies into a unified framework, comprising three core
levels. Below is an illustrative chart of the structure of DIOS:
Decision-making Agent Process
Orchestration
Multilingual
Data Processing
Data Integration Data Applications
Data Orchestration Data Services Ontology Modeling Object Exploration
Multimodal
Complex Semantic
Information Extraction
Multivariate
Fusion Media
Information Cataloging
Semantic Level Retrieval
of Graphic, Textual, Audio,
and Video Contents
Rich-Footage,
Zero-Footage
Video Generation
Complete AI Toolkit
for Enterprise
Application
Autonomous Planning
and Reasoning
Multi-Agent Deduction,
Decision-making Execution
Models
Data
Media and Communications
Intelligent Decision-making Platform
AI Data Operating System
General-purpose and Specialized Fusion Model
Public Sector Services Commercial Enterprises
DI-Brain
Yayi
X-Data
To support our next phase of growth, we are upgrading our DIOS through the implementation
of our data, ontology, models and agents, or, DOMA, framework. This upgrade strengthens the
infrastructure and platform capabilities of DIOS by enhancing integration, standardization and
architectural consistency across data, models and agents. We believe this evolution reinforces DIOS
as a scalable platform-based infrastructure for enterprise AI and supports our long-term
development as a decision intelligence provider.
X-Data: Turning Fragmented Data into AI-Ready Datasets
Modern organizations are overwhelmed with vast amounts of data, much of which remains
fragmented, siloed, and underutilized. For decision-makers, raw data holds limited value unless it
is connected to real-world business constructs — customers, products, transactions, and more. The
inefficiency of manually unifying disparate data often results in time and resource investments,
leaving organizations without a solid data foundation needed to make timely and informed
decisions.
X-Data addresses these challenges by transforming diverse and unstructured information into
actionable, structured data objects that are universally understandable within the organization. This
creates a solid foundation for generating insights and enabling AI-driven automation.
Data Integration and Orchestration
X-Data integrates data from diverse sources, whether via APIs or direct file access, ensuring
compatibility with a wide range of systems. Through visual, user-friendly workflows, X-Data
orchestrates data transformation, allowing users to define how data is collected, cleansed, and
unified. This makes integration and orchestration accessible, efficient, and repeatable.
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Ontology-Driven Structure
At the heart of X-Data is ontology management, which standardizes business concepts into
discrete, structured data objects, such as “Customer,” “Order,” or “Product”. These objects are
defined with attributes, relationships, and rules that mirror real-world entities and align with
business logic.
Our X-Data platform utilizes ontology models and dynamic data mapping technologies to
standardize business concepts across multiple industries. In the context of artificial intelligence, an
“ontology” refers to a formal, structured representation of knowledge within a specific domain,
defining key concepts, entities, attributes, and relationships to provide a common vocabulary and
framework for both humans and machines to organize and process information. Fundamentally, this
approach decouples business semantics from technical implementation by abstracting business
entities from different sectors into unified objects, attributes, and relationships. Dynamic ontology
mapping rules and a multi-layered ontology architecture enable the standardization of data
structures across industries.
Specifically, ontology mapping rules in X-Data facilitate the transformation of multi-source
data into a standard ontology through three key mechanisms:
 Attribute mapping, which associates original data fields with ontology attributes;
 Relationship binding, which defines logical associations between objects; and
 Semantic unification, which ensures consistent terminology through predefined industry
classification models.
The multi-layered ontology architecture comprises a foundational ontology layer (covering
universal objects such as person, location, and time), an industry extension layer (adding
sector-specific attributes and relationships, such as “insurance type” in healthcare or “energy
consumption index” in the energy sector), and a customer customization layer (enabling enterprises
to add proprietary fields such as “internal contract code”).
In summary, the X-Data platform achieves conceptual unification using industry ontologies
and dynamic ontology mapping, supporting standardized processing of business concepts across
sectors.
AI-Ready Datasets
X-Data prepares high-quality training data for LLMs, enhancing their performance in specific
tasks or scenarios. X-Data can extract domain-specific knowledge from raw data, offering rich
knowledge resources for AI agents. This enables intelligent reasoning and decision-making in
complex scenarios. The result is AI-ready datasets that power LLMs and AI agents, driving accuracy
in AI applications.
Each dataset, workflow, and application built on X-Data contributes to the collective
intelligence of the organization. High-quality datasets enhance the performance of large models and
AI agents, delivering more accurate, actionable insights. This, in turn, drives further adoption and
innovation, creating a self-reinforcing cycle of improvement.
Key Capabilities of X-Data
 Heterogeneous Data Integration : Seamlessly combines data from diverse sources and
formats using AI-driven technologies, eliminating the need for complex coding.
 Visual Orchestration : Empowers users to create, monitor, and manage data workflows,
and simplifies the extraction, transformation and featuring processes, making data
orchestration more efficient.
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 Ontology Management : Structures and standardizes business data into reusable,
interoperable formats, and ensures consistency and integration across multiple systems.
 Domain Knowledge Construction : Constructs knowledge graphs from customer
operational and value chain data to power Knowledge-Augmented Generation (“KAG”),
and enriches AI models with domain-specific insights, enhancing their performance in
specialized tasks. The knowledge graphs generated from a customer’s operational data
are strictly confined to the customer’s local IT system and remain private. We do not
reuse these knowledge graphs to train models or systems for other customers, ensuring
the confidentiality and exclusivity of each customer’s data.
 High-Quality Corpora Generation : Produces curated datasets for supervised fine-tuning
of LLMs, enabling organizations to tailor AI models to specific industries and tasks.
 Data Security Safeguards : Protects sensitive information through advanced measures,
such as de-personalization, access controls, risk identification, and data masking.
Y ayi LLM: Advanced LLM for Enterprises
Y ayi LLM is our proprietary, independently developed large language model, purpose-built to
address enterprise challenges such as fragmented data and inefficient analytics. Engineered for
advanced semantic analysis, reasoning, ultra-long text comprehension, complex information
extraction, and intelligent task planning, Y ayi LLM has been trained in over 50 languages,
supporting diverse multilingual pre-training and application scenarios. The model, trained from
scratch, is designed for enterprise-level performance and can be flexibly deployed on private
clouds, ensuring data security and compliance. Through continuously refined task model tuning,
controlled content generation and active learning, Y ayi LLM is able to adapt to the evolving
requirements of various industries, thereby empowering a wide range of business applications.
Y ayi LLM also delivers advancements in cross-modal capabilities, seamlessly managing and
generating content across video, image, and text formats. By integrating intelligent text-to-video
and text-to-audio functionalities, industry-specific data augmentation, and advanced AI tools such
as multi-modal Chain of Thoughts technology, Y ayi LLM provides enterprises with solutions for
complex content generation and analysis. The model excels in accurate chart and image analysis,
sophisticated data analytics, and the production of coherent long-form textual or visual outputs. It
also facilitates intelligent tool usage, such as search engines and intelligent task planning, further
enhancing operational efficiency. These capabilities enable enterprise-grade video production and
multimodal content management, offering features, such as hierarchical video chunking,
summarization, and intelligent content retrieval. As a result, Y ayi LLM ensures control,
completeness, and professionalism throughout end-to-end workflows, helping enterprises achieve
higher results in content creation, management, and analytics.
Capabilities of Yayi LLM
Y ayi LLM is designed to deliver performance validated against international benchmarks and
to excel in multilingual comprehension, multimodal semantic extraction, and AI toolkit integration.
Y ayi LLM demonstrates notable customizability, allowing it to be fine-tuned for specific tasks or
industries, and meeting the unique requirements of each application.
Y ayi LLM employs an advanced diffusion and transformer structure with multi-agent
collaboration.
Tailored AI Services for Industry Applications
To adapt our general-purpose models to meet industry-specific requirements, we combine the
strengths of general LLMs with industry-specific expertise, enabling effective application in
specialized enterprise scenarios. We tailor our Y ayi LLM to industry-specific requirements through
a process of supervised fine-tuning and curated instruction sets, consisting of task-specific prompts
and responses, and guide the models to produce high-quality, context-aware outputs.
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We have adopted a systematic approach of supervised fine-tuning utilizing both high-quality
open-source and licensed industry-specific data. Our model training datasets are constructed from
a variety of sources to ensure broad coverage, reliability, and accuracy. These sources include
widely recognized open-source datasets such as Common Crawl, RedPajama-Data, and Wikipedia,
which, according to CIC, are among the most commonly used public datasets for mainstream LLM
training and offer extensive knowledge coverage and comprehensive information. We utilize these
open-source datasets to achieve the massive data scale and diversity essential for LLM training, as
they provide an expansive breadth of general knowledge and real-world linguistic patterns.
To substantiate the reliability of these open-source datasets and mitigate risks associated with
open and user-contributed content, we have implemented a comprehensive data governance and
safety framework. For data quality control, we implement pre-processing procedures, including
automated algorithmic filtering designed to remove sensitive, harmful, or infringing content and
personal information, and potential problematic user-contributed content contained in these
databases, cross-validation and deduplication against authoritative, trusted sources, such as official
publications, to the extent practicable, and manual sampling reviews as necessary by a dedicated
team. This approach is inherently designed to filter out substandard or malicious data regardless of
its origin prior to model training. These procedures are further reinforced by regular manual safety
audits that continuously guide our model optimization and testing efforts. In addition, we leverage
licensed industry data obtained through agreements with third-party suppliers, such as media
databases from established media groups.
Our fine-tuning process begins with a comprehensive analysis of industry requirements, which
are then broken down into fundamental tasks suitable for LLM processing. Each task is clearly
defined in terms of input and output formats, business rules, and expected outcomes. Through
prompt engineering and adjustment of inference parameters, we further optimize the model’s output
quality and accuracy. For more complex requirements where deep domain expertise is necessary,
our approach is to have our own data scientists and experts annotate the data and construct our
industry-specific instruction datasets. This ensures our models are trained on high-fidelity
knowledge. Rigorous quality control measures, including manual review, answer validation, and
algorithmic filtering, are implemented to ensure the integrity and reliability of the training data.
Upon completion of fine-tuning, the model is evaluated using standard test sets and real-world
business scenarios. Tasks that do not meet performance standards are subject to iterative refinement
through a closed-loop optimization process.
Comprehensive Model Training Services
We provide end-to-end AI services for the development and customization of enterprise large
models. This includes the construction of datasets through data augmentation, template design, and
domain-specific instruction development. We also ensure that datasets meet rigorous training
standards through data cleansing. In addition, we deliver detailed technical reports and guidance
documenting dataset construction and model performance. Our training services encompass
full-parameter fine-tuning, pre-training on customer-provided datasets, model distillation for
varying parameter sizes, reinforcement learning for specialized reasoning tasks and end-to-end
custom training for industry-specific applications.
For customers who deploy our AI services locally, we enable them to use their own proprietary
data, such as industry know-how and business databases, to further fine-tune our models according
to their specific requirements, either independently or with our technical support and services.
Importantly, any customer-side fine-tuning activities and resulting models remain private and are
confined within the customer’s own IT infrastructure, to which we have no access. This approach
ensures confidentiality and security of customer data while allowing the model to be continuously
tailored to the evolving needs and requirements of each customer.
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Continuous Model Iterations
We update Y ayi LLM and its derivative model families approximately every six to twelve
months. These iterations incorporate insights gained from industry engagement and customer
feedback, ensuring the models remain up-to-date and deliver optimal performance.
In addition, we place significant emphasis on the timely updating of industry-specific
knowledge, particularly in response to changes in industry practices, regulations, or policies. In
such cases, model fine-tuning is typically performed internally on the customer side, eliminating the
need for frequent updates to the Y ayi LLM itself. Based on customer requirements and industry
practices, we believe that updating the customer-side Y ayi LLM on a semi-annual to annual basis
is generally sufficient to meet most industry application scenarios.
Proprietary Technologies
Y ayi LLM is built on a sound foundation of proprietary technologies:
 Cross-Modal Deep Semantic Understanding : Integrates and interprets information
across text, images, audio and video for richer, more explainable AI responses.
 Multimodal Semantic Retrieval : Delivers efficient semantic-level processing, storage,
and retrieval of extensive multimodal data through the underlying multimodal large
model and task-specific intelligent agents, enabling intelligent content management and
context-aware search.
 Multimodal Content Generation : Powers text-to-image, text-to-video, and text-to-audio
generation, supporting creative production across modals.
 Domain Knowledge-Driven Decision Support : Combines knowledge graphs and decision
models developed by us to solve complex industry problems using AI and operations
research methods.
Benchmark Leadership
Y ayi LLM has demonstrated notable performance in benchmarking evaluations. These
achievements underscore the model’s advanced capabilities in semantic understanding, reasoning
coding, and domain-specific task enabling.
 Y ayi LLM ranked 2nd by C-EVAL in January 2025, in a category highlighting its ability
to handle diverse and complex challenges with precision.
 Y ayi LLM achieved 7th place by SuperCLUE in March 2025 in terms of total scores
measured in seven categories, reflecting this model’s strength in processing and
reasoning within the Chinese language.
 Y ayi LLM ranked 7th by SuperCLUE in March 2025 in the category of AI agent task
completion.
 Y ayi LLM ranked 10th by OpenCompass in January 2025, in a category highlighting its
versatility and adaptability in addressing varied use cases.
 Y ayi AI-Scientist, built on our proprietary agent framework and launched in July 2025,
ranked 1st globally by GAIA and SimpleQA in categories recognizing its leadership in
scientific tool use and complex reasoning, and ranked 2nd domestically by HLE in a
category underscoring its ability to perform across mathematics, natural sciences, and
humanities with rigorous problem-solving capabilities.
The advanced capabilities of Y ayi LLM empower organizations to streamline workflows,
enhance operational efficiency, and unlock creative potential in multimedia and domain-specific
knowledge applications. This model delivers context-aware insights that support informed
decision-making and scale AI services across diverse industries and applications.
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Use of Third-Party LLMs in Our Services
At the request of our customers, in addition to our proprietary Y ayi LLM, we also provide
customers with the flexibility to integrate third-party LLMs into our locally deployed AI services
via DI-Brain. The principal third-party LLMs currently available for integration include DeepSeek
by DeepSeek AI and Qwen by Alibaba. These third-party LLMs are selected based on their technical
performance, market adoption, and suitability for addressing our customers’ specific business
requirements.
Integration of third-party LLMs is typically initiated by customers according to their own
preferences and needs. Any costs incurred from the use of such third-party LLMs are borne by the
customers. As of the Latest Practicable Date, both DeepSeek and Qwen are available to our
customers. The responsibility for ensuring the privacy and security of customer data processed by
these third-party LLMs rests with the respective LLM providers, rather than with us.
DI-Brain: Advanced AI Agent Development and Orchestration Platform
DI-Brain is the decision intelligence component of DIOS that integrates artificial intelligence,
decision science, game theory, and social computing frameworks and methods to solve complex
real-world problems. This low-code platform is designed for the rapid development and deployment
of industry-specific AI agents, enabling them to navigate complex, dynamic environments and
execute intricate decision-making processes. This platform empowers customers to bridge the gap
between data, models, and actionable decisions, providing enhanced support for complex and
dynamic decision-making needs.
Key facets of DI-Brain’s reasoning and operational architecture include:
 Single-Agent Deliberation : Individual agents can operate autonomously, processing
multi-sourced information, applying domain-specific logic, and arriving at reasoned
conclusions or recommendations based on their task-specific training and objective.
settings. These agents are constructed using either domain task logic expressed as rules
or specialized computer code or automatedly distilled expertise from enterprises’
knowledge repositories or past problem-solving incidents.
 Multi-Agent Collaborative Simulation : Multi-agent collaborative simulation focuses on
modeling complex real-world systems in a virtual environment to analyze and predict
outcomes based on the interactions of numerous agents. DI-Brain excels in orchestrating
these complex simulations where multiple, heterogeneous agents, each with distinct
roles, perspectives, and behavioral models, interact within a shared, dynamic
environment. This allows for the modeling of intricate systems (e.g., market dynamics,
organizational workflows, societal responses), the exploration of emergent behaviors,
and the derivation of collective intelligence to facilitate informed decisions.
 Autonomous Planning and Goal-Oriented Execution : A cornerstone of DI-Brain is its
capacity for speedy autonomous planning. AI agents can intelligently decompose
high-level, ambiguous objectives into a structured sequence of actionable sub-tasks.
They can dynamically formulate, evaluate, and adapt plans in response to evolving
conditions, unforeseen events, or new information, thereby enabling robust goal-
oriented behavior with minimal human intervention and optimizing pathways to desired
outcomes.
 Dynamic Tool Integration and Contextual Resource Utilization : DI-Brain equips AI
agents with the ability to dynamically discover, select, and utilize a wide array of
external tools, APIs, proprietary enterprise systems, and data repositories. Through
intelligent function calling and contextual understanding, agents can autonomously
invoke necessary resources, such as a search engine for real-time information, a
calculation module for quantitative analysis, or an internal database for proprietary data,
thereby significantly extending their operational reach and problem-solving versatility
in real-world scenarios.
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Additionally, we intend to support innovation and the science community in China by
open-sourcing parts of DI-Brain, especially frameworks and agent architectures for scientific
research. By making these services open-source, we aim to enhance market recognition and expand
our customer base. These open-source services are foundational in nature and will not affect our AI
service sales or affect our market competitiveness. Instead, they are designed to attract more users
and foster broader adoption of our technology, ultimately strengthening our position in the industry.
According to CIC, it is common practice for technology companies to open-source parts of their
services to promote innovation, gain market trust, and enhance their ecosystem. We also believe this
initiative will provide researchers in China with advanced AI tools and promote collaboration in
AI-driven science.
USE CASES OF OUR AI SERVICES
Overview
We work closely with our customers in various domains to develop scenario-specific AI
applications tailored to their unique needs. Our AI services have delivered great value to
organizations across industries:
 Public Sector Services: Government and regulatory agencies often struggle with data
silos that hinder cross-domain analytics and real-time decision-making. Our AI services
break down data silos using X-Data, enabling cross-domain analytics and informed
decisions. In our public sector services segment, we primarily provide our standardized,
general-purpose commercial AI products and solutions to various levels of government
agencies and public institutions. Our services in this segment are designed to enhance
administrative efficiency, empower digital transformation, and improve public welfare.
The core application scenarios utilizing our AI capabilities generally encompass: (i)
public administration and welfare, such as public health resource allocation and digital
community services; (ii) economic and industrial development, such as macroeconomic
analytics and technological innovation support; and (iii) public engagement and cultural
promotion, such as city branding and promotion. Our AI solutions offered to the public
sector are general-purpose cognitive tools typically deployed on customers’ on-premise
infrastructure. This localized deployment model ensures that public sector customers
retain control over their internal systems, while utilizing our AI capabilities within their
own secure environments.
 Media and Communications: Media organizations face many challenges such as
ineffective manual searches for valuable news, difficulty in fact-checking, lack of
support for topic selection, and time-consuming reporting and content generation.
Analyzing dissemination effectiveness, managing video and image assets, and producing
videos also require considerable manual effort. Our AI services address these issues by
enabling AI-driven extraction of news elements, intelligent summarization, and guided
content generation. AI clustering and analysis of trending topics support editorial
decision-making, while AI-powered fake news detection ensures authenticity. We also
provide intelligent media asset management that leverages AI to automate the analysis,
tagging and retrieval of media materials on a large scale, video cataloguing, semantic
understanding, and one-click video creation and translation.
 Commercial Enterprises: Enterprises face challenges such as time-consuming selection
of client companies and value chain partners, credit profiling, compliance reviews, and
managing customer service on massive datasets. Our AI services include creating
valuation models, automated financial report parsing, and AI-powered risk labeling and
monitoring. We also provide market intelligence analysis, personalized
recommendations, and process automation.
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Through a wide range of tailored AI services, we empower our customers to overcome
industry-specific challenges, improve efficiency, and make data-driven decisions. The following are
real-world examples of our AI services by industry:
Public Sector Services
Our public sector services are designed to support government agencies and public institutions
in their transition toward intelligent governance by enhancing the efficiency, effectiveness and
responsiveness of public administration. In this segment, we primarily offer our standardized,
general-purpose commercial AI products and solutions, which are generally deployed on customers’
on-premise infrastructure. This localized deployment model enables our public sector customers to
retain control over their internal systems and operate our AI capabilities within their own secure
environments. Our solutions are designed to break down data silos, enable cross-domain analytics
and support more timely, informed and coordinated decision-making across abroad range of
application scenarios, including municipal governance, service delivery, office and administrative
operations, as well as economic and industrial functions. By leveraging advanced AI tools and
technologies, we aim to streamline processes, enhance transparency, and improve service delivery
to better meet the needs of society.
During the Track Record Period, we provided public sector services-related AI services to
various levels of government and public sector organizations in China.
Below are illustrations of our services and how they address customer needs:
Scenarios Our AI Services Advantages
Comprehensive AI-powered
Government Affairs &
Community Governance
Platform /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 24/7 online intelligent Q&A covering
public sector services, urban
management, and other areas
 Intelligent guidance finding and
using public sector services
 Intelligent assistant for government
staff, offering legal/regulatory
advice, workflow queries, and
document drafting help
 Flexible knowledge management
with easy integration and updates for
public sector departments
 Offers immediate response to citizen
needs, with increased satisfaction,
and reduced staff workload
 Helps clients identify applicable
policies
 Provides information and
productivity support for government
workers improving efficiency and
accuracy
Economic Brain: AI-Driven
Enterprise Risk
Migration & Industrial
V alue Chain Decision /H1118/H1118
 AI-powered consulting for industrial
value chain research
 Intelligent risk identification models,
offering tracking of key enterprises,
in the region and predicting the
possible relocation of these
enterprises.
 Regional industrial cluster analysis,
and integration of innovation and
industrial chains
 Provides comprehensive, data-driven
insights for industrial chain planning,
supporting effective decision-making
 Enables early alerts for enterprise
relocation, ensuring retention of key
enterprises
 Supports systemic management of
industrial chain risks and
deficiencies
Case Study 1: Intelligent Industry Chain Analysis and Development System
Effective regional economic decision-making and policy formulation are essential for
optimizing industrial chain development, attracting high-potential enterprises and sustaining
economic growth. However, local governments often face challenges in processing vast and
complex background and enterprise-specific data, identifying actionable insights, and proactively
managing risks within dynamic and competitive industry environments.
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A city district in a major industrial and innovation hub, home to over 330,000 enterprises as
of the Latest Practicable Date, sought to develop an AI-driven platform to support decision-making
in local industry chain development. The district government aimed to integrate and analyze vast
amounts of economic and industry data to provide actionable insights for optimizing industrial
chain layouts, mitigating risks, and fostering localized economic growth.
AI Services
To address the district’s requirements, we developed an AI-enabled platform based on
DIOS. This platform utilizes X-Data to collect multimodal data from various sources,
including enterprise information and industry trends, which is then refined and analyzed at
scale, through DI-Brain.
The capabilities of this platform are further enhanced by Y ayi LLM, which is fine-tuned
with domain-specific corpora, such as macroeconomic data, government policies, industry
research, regional studies, and enterprise data.
We incorporated specialized models into the platform to analyze industry chains. These
models include tools for analyzing an industry chain in general, identifying and assessing
enterprises within the industry chain, finding merits and deficiencies of these chains and key
nodes, and recommending improvement and risk mitigating strategies. Collectively, these
models cover more than 50 analytical indicators, ensuring robust and detailed analysis.
The platform provides key functionalities, such as offering strategic recommendations
for industrial chain development and layout optimization, identification of high-potential
enterprises within the district, discovery of out-of-district enterprises suitable for localized
development and prompting alerts regarding enterprises planning to relocate out of the region.
Furthermore, the platform integrates DI-Brain capabilities, applying multiple valuation
models and visualizing analytical results to provide clear and actionable insights.
Key Benefits
The platform provides visual representations of economic and industry data, such as
situational awareness of industry chains and key economic indicators, to support strategic
decision-making. Its risk identification function enables district government to proactively
address vulnerabilities, stabilize industry chains, and strengthen the local economy. By
delivering strategic recommendations for industrial chain development, layout optimization,
and enterprise attraction, the platform fosters economic growth while equipping district
leadership with data-driven insights for effective planning and resource allocation.
Media and Communications
Our AI services support a diverse set of media and communications scenarios, including
tracking breaking news, selecting potentially newsworthy topics, analyzing ongoing events, and
interpreting multimedia data. Leveraging Y ayi LLM, our media and communications services
facilitate the creation of diverse multimodal content to improve productivity.
During the Track Record Period, we provided media and communications AI services to a
large number of the media groups and communications department of various public institutions and
corporations in China.
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Below are illustrations of our services for this industry and how they address specific
customer challenges:
Scenarios Our AI Services Advantages
Intelligent Video Semantic
Understanding, Editing,
Generation &
Management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 Assisted video editing and content
creation
 Media video asset management and
archiving
 Video clipping and publishing
 Video semantic understanding and
intelligent indexing
 Streamlines video editing and
production process
 Enables efficient content
management and retrieval
 Facilitates targeted distribution
Automated Multimedia
Content Generation /H1118/H1118/H1118/H1118
 Automated new content generation
using trending media assets
 Marketing video creation
 Enterprise and tourism promotional
video generation
 Incorporates an expanded set of
media assets
 Accelerates content production
 Enhances creativity
 Supports multi-channel distribution
AI-Driven Multilingual
Translation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 Multilingual news dissemination
 Multilingual marketing video
generation
 Media content translation and
dubbing for international audiences
 Improves content translation and
dubbing productivity
 Expands in global reach
 Attracts diverse audiences
 Reduces localization time and cost
Automated News &
Event Coverage /H1118/H1118/H1118/H1118/H1118/H1118
 On-site news reporting with
integrated audio, photo, and text
 Press release writing from event
recordings
 Event promotional article generation
 Reduces manual editing effort on site
 Enables AI-powered synthesis of
multimedia inputs
 Provide adaptable summarization
 Ensures timely and accurate
reporting of news
Case Study 2: Breaking News Detection and Analytics System for a National Media Group
A national media group in China faced technical barriers in developing capabilities to search
in real-time global news coverages and recommend topics to be covered. The traditional process
relied on multilingual teams conducting manual searches across fragmented media, news sites, and
regional platforms to maintain 24/7 coverage. Information overload and platform fragmentation
hindered timely tracking and news topic selection, leading to time-consuming reporting with lots of
room for improvements.
AI Services:
To address these challenges, we developed a multilingual news recognition and reporting
platform powered by DIOS . The platform integrates and stores public domain data,
orchestrates news content, and applies ontologies to enable large-model processing. Y ayi LLM
conducts semantic clustering of news hotspots, performing entity recognition, annotation,
summarization, opinion extraction, and sentiment analysis, while promptly generating
business-specific recommendation indexes and analysis labels. DI-Brain manages agent
workflow, performing quantitative and qualitative analysis of trending events and uncovering
related content to support topic selection and reporting.
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Key Benefits
Our system built on top of Y ayi LLM, offers 24/7 global news hotspot recognition by
continuously searching global news sources. With its multilingual understanding capabilities,
Y ayi LLM integrates native corpora from multiple languages, allowing it to understand news
directly in their native languages without the need for translation. The AI-assisted report
generation agent produces reports with both quantitative and qualitative news analysis,
visually presenting trending topics and offering in-depth analysis of topic evolution.
This AI-driven system significantly enhances our customer’s ability to search, analyze,
and report on global news, providing timely and accurate coverage while reducing manual
labor.
Case Study 3: Yayi LLM for a Major Provincial-Level Media Group
This media group customer faced challenges in its traditional content production processes.
These included lengthy production cycles that made it difficult to meet the demands of Internet
platforms and short video formats, as well as high labor costs due to resource-intensive manual
workflows. Additionally, this customer struggled with managing its extensive video library,
encountering issues, such as inconsistent quality, inefficient media asset management, and limited
value extraction from existing content. The customer required a systematic and intelligent approach
to data processing, media management, and content generation.
AI Services:
To tackle these challenges, we developed and implemented an AI-powered multi-modal
content production system based on DIOS. This system was specifically designed to enhance
video quality, automate workflows, and enable generative AI applications for the media
industry.
This system delivers comprehensive video content understanding and cataloguing by
integrating and analyzing multi-source data, including visual, audio, subtitle, character, and
contextual information. It enables the extraction of semantic information across multiple
dimensions, such as scenes, emotions, entities, camera movements, and visual descriptions.
Smart video editing capabilities facilitate the automated generation of video scripts based on
thematic prompts or textual input. The system also employs cross-modal semantic retrieval to
match video footage with relevant script segments, synchronize subtitles with narration
timing, and intelligently select or generate background music, creating immersive viewing
experiences.
Through Y ayi LLM, our multimodal generation capabilities enable the production of
music from text, videos from text descriptions, and the conversion of images into video
sequences. Additionally, the system offers cross-language functionality by automating
multilingual subtitle and voice translation. This feature supports multiple languages while
preserving the emotional tone and stylistic nuances of the original content.
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This screenshot illustrates the home page of our multi-modal content production system:
This screenshot illustrates how the system automates multilingual subtitle and voice
translation:
Key Benefits
The implementation of this media content production system delivered several critical
benefits to the customer. It significantly enhanced media asset management by improving
multimodal content understanding, thereby increasing search accuracy and enabling the
efficient integration and utilization of media resources. It also streamlined video production
and editing processes through automated workflows, enabling production cycles that were
significantly faster than traditional manual methods. Furthermore, the system’s multilingual
subtitle and voice translation capabilities facilitated the rapid conversion of videos into
multiple languages while maintaining the original emotional tone and stylistic integrity, thus
saving valuable production time and resources.
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Commercial Enterprises
Our AI services leverage advanced LLMs to enable commercial enterprises to perform daily
tasks more efficiently by delegating work-intensive processes to AI. This solution addresses
challenges such as the efforts and time required for data analysis in investment decision-making and
post-investment management. During the Track Record Period, we provided AI services to a wide
range of commercial enterprises in China, such as banks and other financial institutions, as well as
industrial and manufacturing companies.
Below are illustrations of our services for this industry and how they address customer
challenges:
Scenarios Our AI services Advantages
Intelligent Investment
Research & Asset
Management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 Automated enterprise profiling and
industry analysis
 Post-investment operational and risk
analysis
 AI-driven valuation, risk modeling,
and multi-dimensional risk tagging
 Automated financial report parsing,
Q&A, and offering regulatory
reporting
 AI-powered risk labeling and real-
time risk monitoring
 Automated risk profiling, early
warning, and ongoing compliance
monitoring
 Provides comprehensive investment
research capabilities powered by
LLMs and agents
 Offers modular, low-code integration
for flexible deployment
 Provides valuation and risk modeling
capabilities
 Enables real-time alerts and multi-
level analytics for proactive risk
management
 Offers a compliance-ready and
secure infrastructure to meet
regulatory requirements
AI-Driven Compliance &
Credit Report
Automation for Banks /H1118/H1118
 Automated review of internal
policies and comparative analysis of
internal versus external standards
 Compliance Q&A and knowledge
graph
 AI-powered due diligence material
processing
 Multi-agent collaborative credit
report drafting
 Enables real-time regulatory tracking
and compliance management
 Provides efficient, accurate, and
auditable credit report generation
 Enhances compliance intelligence
and operational transparency
AI-Driven Business
Intelligence /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 Brand reputation management
 Consumer insights and complaint
observation
 New product launch tracking
 Offers brand perception modeling
and consumer behavior analysis
 Provides granular industry-specific
knowledge graphs
Case Study 4: Customer Service of a Leading Home Appliance Company
A leading home appliance company in China encountered challenges in collecting and
analyzing user feedback to improve its products. The manual process of gathering data from diverse
sources, such as e-commerce platforms, media, and websites, proved inefficient and limited this
customer’s ability to make timely, data-driven decisions.
AI Services
To address these challenges, we provided this customer with a Y ayi LLM-driven market
intelligence services, fine-tuned specifically for the home appliance industry. Our services
organize and analyze data from multiple online channels to extract actionable consumer
insights.
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Leveraging a domain-specific knowledge graph and corpora developed from extensive
home appliance data and knowledge, our services utilize a fine-tuned LLM to process vast
amounts of consumer feedback related to product quality, after-sales services, and user
experience. Our services automate the generation of function-specific reports, enabling this
customer to make informed decisions for product and service improvements.
Key Benefits:
By extracting granular insights from diverse feedback channels, this customer can align
product development, feature enhancements, and service offerings with actual market
demands, driving innovation and competitiveness. Our AI services accelerate the
identification and resolution of customer issues and product shortcomings, directly improving
customer satisfaction. Additionally, these services streamline internal processes for managing
feedback, enhancing overall operational efficiency.
TECHNOLOGY STRATEGY AND INFRASTRUCTURE
We host, train, and manage our AI services by combining managed cloud services for
operational stability with customized, self-hosted solutions for specialized, high-performance tasks.
 Cloud Environments: The training and operating environments for our core AI
services, such as our Y ayi LLM, are deployed on leading cloud service providers in
China, such as Alibaba Cloud and V olcanic Cloud.
 Self-Hosted Environments: Our AI model training, inference operations, and
development/testing environments are also deployed on self-owned servers located in
our data centers across four cities in China. These systems are connected to our cloud
environments via secure, high-speed dedicated network lines, providing us with control
over specialized and performance-critical workloads. Our key hardware infrastructure
includes GPUs, computer servers, network switches, and storage systems.
Core Technology Stack
Each of our core AI service components, X-Data, Y ayi LLM, and DI-Brain, has been
developed internally by our dedicated research and development team. We rely on a variety of
widely adopted open-source software and technologies that can be installed and deployed by the
users to develop, train, test, and host these services. Key components include:
 AI and Machine Learning: PyTorch as our foundational deep learning framework,
DeepSpeed for large-scale model training and V erl for reinforcement learning fine-
tuning.
 Operating System and Containerization: CentOS , an enterprise-grade Linux
distribution, along with Kubernetes and Docker-CE for automated deployment, scaling,
and management of containerized applications.
 Programming Languages: Python and Java , which are widely adopted open-source
programming languages.
For core middleware functions, we primarily adopt widely-used open-source software by
utilizing enterprise-grade managed services from our cloud providers. We leverage these hosted
solutions for our relational databases ( HBase/PostgreSQL ), and high-performance in-memory
caching ( Redis ). Furthermore, we use managed Apache Kafka to handle asynchronous, high-
throughput data streams between our microservices and utilize cloud-based network-attached
storage (NAS) for the persistent storage of our AI models and application assets.
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Commercial Software
While our AI services rely predominantly on open-source software that does not incur
licensing fees, we also procure commercial software to support our business and administrative
operations. These include customer relationship management (CRM), enterprise resource planning
(ERP), and cybersecurity systems, as well as productivity tools. The costs for these products were
RMB2.5 million, RMB5.3 million and RMB2.9 million in 2023, 2024 and 2025, respectively.
KEY OPERATING DATA
The following table sets forth our key operating data during the Track Record Period:
As of or for the year ended December 31,
2023 2024 2025
Number of customers served (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118262 342 404
By use cases
– Public Sector Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881 117 116
– Media and Communications /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839 67 102
– Commercial Enterprises /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118131 157 184
By delivery method
– Localized deployment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879 108 153
– Analytic reports /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878 101 77
– SaaS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118145 179 216
– Maintenance services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 29 46
Benchmark Clients
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 47 42
Number of new customers (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118142 159 220
Average revenue per customer
(RMB in thousand) (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118953.0 929.1 1,003.3
By use cases
– Public Sector Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,563.2 1,281.5 1,275.2
– Media and Communications /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,952.1 1,272.6 1,193.4
– Commercial Enterprises /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118276.6 477.3 702.2
By delivery method
– Localized deployment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,370.7 2,095.0 1,926.1
– Analytic reports /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118383.6 400.7 448.8
– SaaS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118146.9 205.1 266.6
– Maintenance services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118588.6 493.8 401.9
Customer retention rate
(5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854.1% 66.5% 55.4%
Net dollar retention rate (6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866.1% 89.8% 139.5%
Average acquisition cost per customer
(RMB in thousand) (7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118357.4 289.2 216.2
Average delivery lead time (days) (8) /H1118/H1118/H1118/H1118185.0 105.9 80.2
Backlog (RMB in thousand) (9) /H1118/H1118/H1118/H1118/H1118/H1118/H1118168,688 133,486 288,873
Value of new contracts signed (RMB in
thousand) (10) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118284,082 304,424 529,431
(1) Number of customers who contributed to our revenue in the respective period, calculated on a consolidated
basis. Under this methodology, the sum of customers across various use cases or delivery methods may not
equal the overall number of customers. This is because customers who purchase services in multiple categories
are counted within each of those categories, but only once in the overall customer count.
(2) Customers who have contributed an aggregate revenue of more than RMB3.0 million during the Track Record
Period.
(3) Number of customers who contributed to our revenue for the first time in the respective period, calculated on
a consolidated basis.
(4) Calculated as contract the total revenue divided by the number of customers in the respective period.
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(5) Customer retention rate refers to the percentage of customers on a consolidated basis for the immediately
preceding year which remained to be the company’s customers for the current year.
(6) Net dollar retention rate refers to the ratio of revenue contribution of a customer on a consolidated basis in
the immediately preceding year to the revenue contribution of the same group of customers for the current year.
(7) Average acquisition cost per paying user equals total marketing and sales fees (excluding share-based payment
expenses) divided by number of customers (on a consolidated basis) in the given period.
(8) Lead time refers to the period between the date of contract signing and the delivery and acceptance of AI
services provide through localized deployment.
(9) Backlog refers to total value of customer contracts that have been signed but not yet recognized as revenue
as of the dates given.
(10) V alue of new contracts signed refers to total value of new customer contracts that was signed during the given
period.
The substantial increase in the number of customers served during the Track Record Period
was primarily attributable to the rapid growth in our client base within the public sector services
and commercial enterprise sectors. This expansion was the direct result of our proactive client
outreach initiatives and strategic business development efforts specifically targeting these two core
sectors. This growth was also reflective of our efforts for each of our delivery methods. For our
localized deployment services that is relatively mature, the growth was due to our penetration into
new verticals to expand our customer base and acquire new orders. For our analytic reports and
SaaS, the growth was mainly attributable to our strengthening of marketing network and scaling our
outreach to attract a wider customer base. Our concerted actions to enhance brand recognition,
coupled with the increasingly effective capabilities of our DIOS platform, further fueled this
growth. Notably, the increase in the number of our Benchmark Clients during the Track Record
Period was largely driven by customer acquisition in the media and communications as well as
public sector services. These gains were underpinned by enhanced client loyalty, particularly among
public sector customers, and ongoing improvements in our product capabilities and user experience,
which helped customer satisfaction and engagement.
The overall increase in the number of new customers acquired during the Track Record Period
was mainly attributable to the addition of new commercial enterprise customers. This was
facilitated by our rising brand visibility, the continuous enhancement of DIOS’s technical
capabilities, and escalated marketing efforts aimed at expanding our market reach in key
commercial sectors. These factors collectively enabled us to tap into new market segments and
further diversify our customer base.
Our average revenue per customer decreased from RMB953.0 thousand in 2023 to RMB929.1
thousand in 2024, primarily due to a reduction in the value of the contracts with customers in the
public sector services and media and communications sectors. The reduction was also related to the
decrease in the average revenue per customer for our localized deployment services over the same
period as we strategically shifted our focus from securing high-value contracts from Benchmark
Clients toward acquiring a larger volume of contracts from scaled-up, broader base of customers,
consistent with our phased go-to-market approach of leveraging the experience and reputation
established with early, high-value clients to build a more resilient and scalable business by serving
a diversified customer base. Such effort has benefited the increase in both the number of customers
and our revenue over the Track Record Period. Additionally, increased revenue contribution from
commercial enterprises, which generally have a lower average contract value relative to customers
in other two sectors, contributed to this decline in average revenue per customer. Our average
revenue per customer increased from RMB929.1 thousand in 2024 to 1,003.3 thousand in 2025,
primarily due to (i) the increase in average revenue per customer in the commercial enterprises
segment; and (ii) average revenue per customer for our analytic report and SaaS offerings showed
an upward trend during the same period, attributable to the increasing maturity of our base offerings
and our ability to offer a wider range of functional modules. This reflected our efforts to broaden
our service coverage while catering to a wider variety of customer needs.
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Both our customer retention rate and net dollar retention rate increased in 2024 as many of the
new customers acquired in 2023 began to engage in repeat business with us, reflecting the efficacy
of our customer relationship management and product value proposition. Our net dollar retention
rate continued its upward trend in 2025, reflecting our ability to deepen engagement and increase
the revenue contribution from our customer base. Our customer retention rate decreased in 2025 due
to our strategic emphasis on expanding our commercial enterprise customer base, coupled with
natural fluctuations in the project cycles of our existing clients.
Our average customer acquisition cost decreased over the Track Record Period, reflecting the
growing efficiency and effectiveness of our sales and marketing initiatives. As our brand
recognition and market presence have strengthened, we are able to attract and convert new clients
with lower incremental investment. Additionally, improvements in our marketing activities, targeted
outreach strategies, and increased word-of-mouth referrals contributed to a reduction in the
resources required to secure each new customer.
Concurrently, our average delivery lead time per project continued to decrease throughout the
Track Record Period. This improvement was driven by enhanced deployment efficiency, which was
achieved as we accumulated greater experience in project implementations; as our service offerings
became increasingly standardized; and as our technology platform, DIOS, offers increasingly
smarter toolkits, more powerful LLM and more innovative decision-making aids, and becomes more
versatile. The resulting operational efficiencies have enabled us to deliver services and projects
more rapidly and consistently, further strengthening our reputation for reliability and customer
satisfaction.
Our period-end backlog, which represents total value of customer contracts that have been
signed but not yet recognized as revenue as of the end of a period, fluctuated in 2023, and
subsequently, experienced substantial growth from 2024 to 2025, driven by the significant surge in
our new customers.
The value of our new contracts signed showed a trend of steady growth during the Track
Record Period, reflecting our sustained and effective business development efforts to expand our
customer base, driven by the underlying AI capabilities of our DIOS and strong customer reception
of it.
RESEARCH AND DEVELOPMENT
Our ability to create new technologies to solve complex practical problems is the tenet of our
business. Therefore, we invest substantial resources in R&D activities. Our research and
development expenses were RMB179.5 million, RMB131.0 million, and RMB187.5 million in
2023, 2024 and 2025, respectively. During the Track Record Period, our R&D was primarily
focused on the development of the DIOS platform and its components.
Our R&D Team
As of December 31, 2025, our R&D team comprised 250 employees, accounting for 43.9% of
our total workforce, including 66 individuals holding master’s and doctoral degrees, mainly in
artificial intelligence, computer science, software engineering, information systems, or
telecommunications. Their expertise spans natural language processing, advanced model
prompting, generative adversarial networks, custom transformer architectures, machine learning,
data mining, multi-modal data fusion, visualization, decision-support, and anomaly detection. As of
December 31, 2025, our R&D team averages over eight years of experience in technology and AI.
Our three co-founders are experts in the fields of AI, decision science, and social computing,
recognized for their technical contributions and leadership in guiding the R&D of big data mining,
semantic understanding, and multi-agent reasoning. Also see “— Our Strengths — Strong
Shareholder Support and Founding Team.”
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Our R&D team includes over 30 experienced AI scientists. Among them, we have designated
five individuals as the representatives of our core R&D team members, each with an average of
more than ten years of R&D-experience in AI-related industries. All core members have been with
us since 2020, and each specializes in a distinct area. The following table summarizes their profiles:
Core R&D team member Profile
Dr. Luo Yin ( ᖯˏ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive Director and chief executive officer of our Company. He obtained
a Ph.D. from Beijing Institute of Technology ( ̏ԯଣʈɽኪ) and obtained
the professional title of senior principal engineer when he worked at the
CASIA. Dr. Luo is currently responsible for the overall R&D strategy of our
Group. See “Directors and Senior Management — Board of Directors —
Executive Directors.”
Cao Jia (࢕)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive Director and chief technology officer of our Company. Mr. Cao
previously served as a senior engineer at the Institute of Automation, Chinese
Academy of Sciences. He obtained a master’s degree of software engineering
from Peking University ( ̏ԯɽኪ). He is currently the head of AI general
application division of our Company. See “Directors and Senior Management
— Board of Directors — Executive Directors.”
Dr. Xu Nan (฻) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mr. Xu obtained a Ph.D. from the University of Chinese Academy of
Sciences (ኪ৫ɽኪ) and is an associate professor-level researcher at
the CASIA. Mr. Xu is currently the head of AI R&D center and the head of
AI research institute of our Company, responsible for the development of
Y ayi LLM.
Wang Xiaodong (؇)H1118/H1118/H1118/H1118/H1118/H1118Mr. Wang obtained a master’s degree from Northeastern University (̏ɽ
ኪ). He has eighteen years of experience in big data industry. He currently
serves as deputy general manager of AI general application division of our
Company and is responsible for the development of X-Data.
Wang Yigang (࡝)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mr. Wang obtained a master’s degree from Beijing University of Aeronautics
and Astronautics (ঘ˂ɽኪ). He has fifteen years of experience in
R&D and management in the media industry. Mr. Wang currently serves as
the head of the media AI Division of our Company.
We retain key management and R&D staff through competitive remuneration packages and
invest in continuing education and training programs to upskill these personnel. If a key staff
member requests termination of employment, we engage in close communication to understand the
reasons for their departure. The salient terms of our agreements with management and R&D staff
are set out below:
 No conflict : During the employment, employee shall not engage in any other
employment arrangement, whether full-time or part-time.
 Inventions : We shall own all right, title and interest (including patent rights, copyrights,
trade secret rights, and all other intellectual property rights of any sort throughout the
world) relating to any and all inventions (whether or not patentable), works of
authorship, mask works, designs, know-hows, ideas and information made or conceived
or reduced to practice, in whole or in part, by the employees during the term of the
employment contract to the fullest extent allowed by applicable laws. All employees
shall promptly disclose all inventions to us.
 Proprietary information : All inventions and all other business, technical and financial
information (including, without limitation, the identity of and information relating to
customers or employees) the employee develops, learns or obtains during the term of the
employment contract that relate to us or the business or demonstrably anticipated
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business of us, or that are developed in whole or in part on our time or using our
equipment, supplies, facilities or confidential information, or that are received by or for
us in confidence, constitute proprietary information. The employee shall hold in
confidence and not disclose or, except within the scope of the employment, use any
proprietary information.
 Confidentiality : During the employment, except as necessary to perform their duties,
and for all time thereafter, employees shall not, without our prior written consent,
disclose, divulge, announce, publish, impart, transfer or otherwise make known to any
third party, or in any way use any information, such as technical and trade secrets,
belonging to us or belonging to any other party for which we have a duty of
confidentiality.
 Non-competition : We have the right to unilaterally initiate a non-competition period of
up to two years following the termination of employment. During the term of
employment and the non-competition period initiated by us, employee shall not engage
in any competitive behavior.
During the Track Record Period, there was no legal claim or proceeding that may have an
influence on the R&D of our Specialist Technology Products.
Key Ongoing Internal Research Projects
Project Title Key Research Tasks
Relevant DIOS
Component
An AI-oriented data analytics
platform /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Developing an enterprise-level data integration and
analytics platform that enables integration of
distributed, multimodal, and heterogeneous data.
This platform will incorporate hundreds of AI
operators, providing end-to-end intelligent data
processing and AI-driven analytics.
X-Data
Y ayi LLM for Science /H1118/H1118/H1118/H1118/H1118/H1118Developing a customized version of LLM for academic
data augmentation and scientific reasoning. Based on
the outcome of this research, we plan to launch a
series of AI products, facilitating literature review,
data modeling, experimental plan formulation, and
scientific tool integration.
Y ayi LLM
X-Agent: Enterprise AI Agent
Development Platform /H1118/H1118/H1118/H1118/H1118
Developing an AI agent platform suitable for various
industries and scenarios, integrating large models,
knowledge base, and workflows via a low code
environment. This platform aims to satisfy diverse
needs for AI application development, supporting
both rule-based and autonomous reasoning.
DI-Brain
DecisionOne (D1): Decision
Intelligence Platform /H1118/H1118/H1118/H1118/H1118/H1118
Developing a novel decision intelligence platform
making use of LLMs and advanced simulation,
complex social and economic situations require AI-
enabled decision making. D1 is a multi-agent
interactive platform to address such needs. The
Platform understands the decision scenarios based on
natural language descriptions from the users and
automatically sets up the internal logic of interacting
agents from the literature and internal reports. It
then enables multi-agent reasoning, either in a
confrontational or in collaborative manner, to
generate decision recommendations.
DI-Brain
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Our Collaboration with CAS
During the Track Record Period, we collaborated with multiple institutions affiliated with
CAS, primarily technical services and academic exchanges. These activities were conducted on an
arm’s length basis but were not related to joint development of any commercial AI products and
services which we offer.
There were no cost-sharing arrangements for technology development between us and
institutions affiliated with CAS. None of our core AI capabilities was developed in collaboration
with CAS. None of the revenue recognized in the Track Record Period is attributable to products
or technologies developed by CAS, as we conducted all R&D and commercialization activities
in-house and did not incorporate any technology co-developed with CAS. The AI services we
provide were delivered via individual projects awarded to us through standard commercial tender
or procurement processes with arm’s length negotiations. Aggregate revenue from institutions
affiliated with CAS (excluding CASIA) was approximately RMB1.8 million in 2023, RMB4.6
million in 2024, and RMB1.9 million in 2025.
Our Collaboration with CASIA
During the Track Record Period, we entered into multiple analytical research contracts with
CASIA. In certain projects, we provided a range of AI services to CASIA, including proprietary
data intelligence platforms (X-data services), custom software development, multilingual data
analysis, and research support through technical services. Each contract defines the project scope,
typically has a duration of six to twelve months, and requires deliverables in the form of software
tools or technical reports. We assume responsibility for the design, development and delivery of the
solutions, while CASIA provides project direction and access to relevant data. In other instances,
we commission CASIA under project-specific agreements to jointly undertake research. For
example, pursuant to a commissioned technology development agreement in November, 2018, we
collaborated with CASIA on a research project focusing on multi-source information fusion,
knowledge graphs, and semantic understanding.
To capture the significant opportunities in the AI for Science domain, we collaborated with the
CASIA in developing AI for Science foundational model, which was released in July 2025. This
specialized platform is engineered to understand complex scientific concepts and mutli-modal
scientific data, such as waves, spectra, and fields, offering researchers powerful functions and tools
such as professional understanding of multi-modal scientific data, extraction and fusion of scientific
literature, scientific knowledge reasoning, and orchestration and planning of scientific tools. This
initiative not only enhances research efficiency but also establishes our strong foothold in a
high-potential new vertical, where we designed and executed the model training as the main entity.
We then applied the insights gained to enhance our proprietary Y ayi LLM’s scientific-research
capabilities, with all development carried out in-house. The new platform has not begun to generate
any commercial revenue during the Track Record Period.
The intellectual property rights arising from collaboration with CASIA were defined on a
project-by-project basis pursuant to contractual terms. In general, pre-existing IP remained with the
original party, and new IP generated during cooperation was either jointly owned or separately
owned, depending on the parties’ respective contributions as agreed. In most cases, certain contracts
explicitly grant co-ownership to both parties with both sides entitled to apply and share related
benefits, while limited others assign full IP ownership to one party. None of our core AI capabilities
was developed in collaboration with CASIA.
None of the revenue recognized in the Track Record Period is attributable to products or
technologies developed by CASIA, as we conducted all R&D and commercialization activities
in-house and did not incorporate any technology co-developed with CASIA. Aggregate revenue
from CASIA was approximately RMB4.1 million in 2023, RMB7.1 million in 2024, and RMB1.2
million in 2025.
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Our Collaboration with China Academy of Chinese Medical Sciences
We have co-established a Beijing Municipal Key Laboratory for Intelligent Traditional
Chinese Medicine (܃in partnership with the CACMS and Guang’anmen
Hospital. The lab had been formally approved by the end of 2024. Under the Laboratory
Co-building Agreement, we (i) provided funding and AI expertise, (ii) integrated the CACMS-
focused research achievements with our data-driven model development, and (iii) leveraged clinical
scenarios from Guang’anmen Hospital to develop diagnostic platforms, such as advanced
pulse-recognition devices and multimodal Traditional Chinese Medicine decision-support models
that was released in May 2025. We have completed the development of the foundational Traditional
Chinese Medicine model, based on which we have developed multiple disease-specific models.
Each party retains its pre-existing IP; new IP arising from joint R&D is allocated pursuant to
project-specific agreements, under which certain inventions are co-owned and others wholly
assigned, with detailed terms to be set out in separate business contracts. We have not used any
jointly developed IP in our commercial product development. None of our core AI capabilities was
developed in collaboration with the CACMS. Aggregate revenue from CACMS was nil in 2023,
approximately RMB1.6 million in 2024, and approximately RMB24 thousand in 2025.
Below sets forth the information of our ongoing government-sponsored research as of the
Latest Practicable Date:
Key Sponsored Research Projects
Project Title Major Funding Agencies Project Duration Project Details
Large Model Security
Evaluation and
Protection Service
Platform /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Beijing Advanced
Innovation Center
for Artificial
Intelligence
May 2025 to May 2026 The project will receive
RMB4.0 million in
grants from the funding
agency. The project aims
to develop a
comprehensive platform
to perform testing on
large models for the
safety, security and
compliance evaluation.
Research on Key
Technologies and
Application of
Multilingual News
Media Corpus
Construction and
Multi-format
Translation Platform /H1118/H1118
Beijing Municipal
Science &
Technology
Commission
October 2025 to
October 2026
The project will receive
RMB3.0 million in
grants from the funding
agency. The project aims
to build a large-scale,
multilingual news media
corpus and develop a
platform for multi-
format translation.
Research on Key
Technologies of a New
Generation Intelligent
R&D Platform for
Traditional Chinese
Medicine Empowered
by AI4S Paradigm /H1118/H1118/H1118/H1118
Beijing Municipal
Science &
Technology
Commission
July 2025 to June 2028 The project will receive
RMB4.2 million in
grants from the funding
agency. The project aims
to build an AI-
empowered intelligent
R&D platform for
traditional Chinese
medicine to accelerate
the innovation and
modernization of its
research.
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Project Title Major Funding Agencies Project Duration Project Details
Enhancing the Scientific
Capabilities of the
ScienceOne Foundation
Model /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Beijing Municipal
Science &
Technology
Commission
December 2025 to
December 2026
The project will receive
RMB1.5 million in
grants from the funding
agency. The project aims
to enhance the scientific
capabilities of the
ScienceOne foundation
LLM for application and
validation in specific
scientific domains.
An Integrated Platform
for Risk Monitoring
and Early Warning of
Emerging Illegal
Fundraising Activities /H1118
Ministry of Science
and Technology
November 2023 to
October 2026
The project will receive
RMB12.2 million in
grants from the funding
agency. The project aims
to develop large-scale
modeling technologies
and build an integrated
risk-monitoring and
early-warning platform
for the rapid screening
and identification of
illegal fundraising
schemes
Outsourced R&D Arrangements
All research activities of our core technologies are carried out in-house. At the same time, to
better focus on our core mission, and technological strengths and to make our operations leaner and
more cost-effective, we engage third-party vendors to carry out development activities of non-core
technology, such as coding and testing of our software systems.
We also engage independent software developers for certain outsourced R&D arrangements
from time to time for our proprietary research. In line with the industry norm according to CIC, we
generally outsource relatively basic-level and work-intensive portions in non-core technical areas
to third parties. The salient terms of our standard outsourced service agreement are set out below:
 Intellectual Property : All the resulting intellectual properties of the project belong to us.
The engaged party would not infringe third parties’ intellectual properties for
performance of its obligations under the agreements and would indemnify us for any
losses suffered due to third parties’ demand for compensations.
 Pricing and payment : The pricing of the outsourced R&D services depends on the type
of the specific R&D work. We generally make payments on a monthly basis or after the
services are accepted.
 Confidentiality : The engaged party is responsible for keeping strict confidentiality of all
the information provided by us and would be responsible for any breach of
confidentiality.
 Termination : The agreements will be terminated by mutual agreement, or by other
means as set forth in the agreements. We typically assign our employees as project
representatives to participate in the project implementation, and to oversee and
coordinate the working process to ensure quality.
In 2023, 2024 and 2025, our third-party service fees in relation to outsourced R&D
arrangements with such technical service providers were RMB10.4 million, RMB15.5 million, and
RMB49.0 million, respectively, accounting for 5.8%, 11.8%, and 26.1% of our total R&D expenses
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in the respective periods. The increase of third-party service fees in absolute amount and as a
percentage of our total R&D expenses was primarily due to our increased engagement of third-party
technical services, including more commissioned third-party development, and procurement of data
and data governance services to facilitate model training. This was driven by the practical needs of
training large AI models and algorithms as well as other R&D initiatives, in order to improve
overall R&D efficiency, lower trial-and-error costs, and shorten the R&D cycle.
R&D Process
Our R&D activities are guided by a home-grow AI-centric engineering methodology that
differs markedly from traditional software engineering. We emphasize the engineering of data,
models, and applications in a unified, platform-driven process. This approach is centered on our
DIOS platform and leverages AI to maximize efficiency, facilitate rapid project iterations, and
enable low-code development. Our proprietary R&D process consists of the following key stages:
Requirements Engineering : We begin by identifying high-value industry challenges and
customer needs through market analysis. Each potential project is assessed for its technical
feasibility, strategic alignment with our DIOS roadmap, and commercial viability. This
ensures our R&D efforts are directed toward creating solutions with a growing market impact.
Project Planning : Once a project is approved, a dedicated team defines clear objectives,
technical specifications, and delivery timelines. We allocate resources, including R&D
personnel and computing power, and establish key performance indicators to guide the
development and validation phases.
AI-Assisted Development : In the development stage, we leverage our DIOS platform to
accelerate the R&D cycle. Our teams utilize internal low-code toolchains and AI-powered
assistants for tasks such as data processing, code generation, and model configuration. This
AI-assisted approach enhances productivity and allows our scientists and engineers to focus
on core innovation.
Product V alidation : New products and features undergo rigorous validation to ensure they
meet our standards for accuracy, performance and reliability. This stage includes quantitative
benchmarking against industry standards and, where applicable, the deployment of AI agents
to conduct automated testing of system functions and model outputs. This automated
validation process improves both the efficiency and the thoroughness of our quality assurance.
Product Release : Following successful validation, new technologies are integrated into our
DIOS platform. This can involve releasing new versions of X-Data, Y ayi LLM, or DI-Brain,
or deploying new standardized AI service modules. The release is carefully managed to ensure
integration for our customers.
Continuous Iteration : We have established a systematic feedback loop where application data
and customer input are channeled back into our R&D process. This information drives
planned, iterative upgrades to our platform and models, ensuring our technologies evolve in
response to real-world operational demands and maintain their competitive edge.
OUR ACHIEVEMENTS
As an emerging enterprise AI service provider in China, we have built our technology
portfolio across three key domains: multi-modal data fusion, cross-modal semantic representation
and understanding, and multi-agent modeling and decision-making.
As of the Latest Practicable Date, we have published over 120 research papers in renowned
international journals and conferences, including TMM, ACL, EMNLP , and AAAI , among others,
and we have also applied for 233 invention patents, of which 126 have been granted. These cover
advanced technologies including decision intelligence, autonomous planning, agent-based
simulation, cross-modal text-video retrieval, virtual human video synthesis, spatiotemporal
predictive analytics, quantum language modeling, and privacy protection for large models.
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We are dedicated to develop multimodal and multilingual large models that support a wide
range of languages and cross-lingual applications. Notably, our development of the CCI Chinese
Internet Corpus (ࢫࣘa sizable and well-structured Chinese dataset, has enhanced
our capabilities in data governance, model training, and application optimization. This resource
enables us to construct precise industry-specific knowledge graphs and deliver secure, tailored AI
services. With our capabilities in decision intelligence, we are spearheading the development of
general AI agent-based decision evaluation in open and competitive environments. We have
received grants from major funding agencies, and our research outcomes have been successfully
applied in a multitude of complex decision-making and policy-making scenarios.
Our research has been widely recognized and cited by leading AI scholars. This reflects our
significant academic influence in the fields of large models, and multi-agent systems.
As testaments to our research excellence, our research capabilities are demonstrated through:
 Receipt of government funding for 12 research projects at national and provincial levels,
among which are six National Key Research and Development Programs of China
including three projects under the “New Generation of AI (2030)” initiative;
 A co-lead in establishing the Beijing Key Laboratory of Safe AI and Superalignment ( ɛ
܃;)
 A founding member of Beijing Institute of AI Safety and Governance (ᓼɛʈ౽
Ӻ৫);
 A co-founder in the Beijing Key Laboratory of Digital-Intelligent Equipment of
Traditional Chinese Medicine Four Diagnostic Techniques with the China Academy of
Chinese Medical Sciences (ኪ৫); and
 Designated as the Beijing Key Laboratory of Smart Radio and Television ( ̏ԯ̹౽ᅆ
܃by the Beijing Municipal Radio and Television Bureau.
Our achievements have been acknowledged with numerous awards and recognitions,
including:
 National “Specialized, Refined, Differentiated, and Innovative” Little Giant Enterprise,
as identified and acknowledged by the MIIT;
 National-Level High-Tech Enterprise certification;
 Second prize of the Beijing Science and Technology Progress Award (ኪҦஔ
ආӉᆤ);
 Second prize of the Science and Technology Progress Award of the Chinese Institute of
Electronics (ኪҦஔᆤ);
 First prize of the Wang Xuan News Science and Technology Award (ኪҦஔ
ᆤ);
 First place in the AIWIN Algorithm Technology Competition (ɛʈ౽ঐɽึAIWIN
Ҧஔᒄ);
 First place in the financial field of the Beijing AI Industry Large Model Innovation
Application Competition (ፄჯਹ);
 Ranking third in the Science and Technology Innovation Pioneers list by the Chinese
Academy of Sciences Innovation and Investment Industrial Union (Ҧ௴อ
ҳ༟ପุᑌຑ);
 Inclusion in China’s Top 20 AI Large Model Enterprises for comprehensive
competitiveness by MIIT Thinktanks; and
 Listing in the Forbes China AI Technology Enterprise Top 50.
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OUR FEE MODEL
We provide enterprise solutions built upon our proprietary and modular DIOS. Our approach
is to holistically leverage the three core level of our DIOS, namely, X-Data, Y ayi LLM, and
DI-Brain, while selecting and configuring specific functional modules from within each of these
layers to deliver tailored and scalable services for our customers based on their needs. During the
Track Record Period, we mainly adopted a project-based model for charging fees, with certain
occasions of subscription-based model.
We primarily deliver enterprise AI services through (i) localized deployment; (ii) delivery of
analytic reports; and (iii) provision of SaaS. We also provide maintenance services of localized
deployment. The table below sets forth content, fee model and pricing policies of our services by
delivery methods.
Content of Delivery Fee Model and Pricing Policy
Localized deployment /H1118/H1118Localized deployment of AI services on
IT infrastructure of customers
primarily achieved via a hybrid cloud
deployment combining public and
private cloud environments. Built
based on our proprietary DIOS, our
localized deployment enables clients
to leverage the full power of our
integrated AI capabilities within their
existing systems.
Fixed fee, taking into account a number
of factors, typically including (i) the
scope and modules of our proprietary
AI services; (ii) the complexity and
scope of the required technical
services, including customization and
implementation, which primarily
determines the required man-days of
our technical team; (iii) the costs of
any necessary third-party software or
hardware to be procured; and (iv) the
prevailing market prices for
comparable services.
Fees are charged and paid upon payment
milestones. See “— Business Flow
and Revenue Recognition.”
Analytic reports /H1118/H1118/H1118/H1118/H1118/H1118Customized analytic reports, generated
by our AI platforms and reviewed by
our internal data scientists with
industry expertise, covering and
meeting specific topics and demands,
such as analysis around brand
recognition and promotion, delivered
directly to customers or through our
platform via automated push
notifications and self-service
downloads.
SaaS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118User accounts and/or APIs provided to
customers, for accessing the platform
of our AI capabilities deployed on
cloud. The platform delivers
customized push notifications and data
feeds to our customers based on their
specified requirements on data field,
among others.
Fixed fees, largely based on the specific
modules customers are granted access
to.
Fees are charged and paid upon payment
milestones. See “— Business Flow
and Revenue Recognition.”
Maintenance services /H1118/H1118/H1118Ongoing support and maintenance
services to customers of localized
deployment on an ad-hoc basis over a
period of time after the quality
assurance period expires, provided
and delivered either remotely or
through on-site visits
Fixed fees, determined by the
complexity of maintenance.
Fees are charged on a periodic basis.
See “— Business Flow and Revenue
Recognition.”
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Business Flow and Revenue Recognition
During the Track Record Period, we mainly adopted a project-based model for charging fees,
with certain occasions of subscription-based model. Below are business flows and revenue
recognition policies of our AI services by delivery method:
Localized deployment
Revenue from our AI services through localized deployment is recognized at a point in time,
usually based on contract milestones where we are able to claim customer payments. Customer’s
payment obligation is typically due after we have issued respective V A T invoices to the customer
following each payment milestone. Below sets forth key stages, timespan of key stages, and the
portion of contract sum we are able to claim at each payment milestone during a typical localized
deployment project.
Service
Development &
DIOS Deployment
Localized
Configuration &
Adjustment
Acceptance*
Quality
Assurance
Period*
Pre-sale
Engagement
Contract
Signing*
* Payment milestone
 Pre-sales engagement: This stage involves initial communication with potential
customers, understanding their business requirements, demonstrating our technical
capabilities, and preparing a preliminary service proposal. The time we spend on such
communication and analysis of customer demand varies, depending on the size and
complexity of the potential project.
 Contract signing: Upon confirmation of the proposal, we enter into formal contract
negotiations and sign a legally binding agreement with the customer. It typically takes
one week for us to confirm contract terms and undergo internal approval processes. We
typically receive an upfront payment of 30% of total contract value at this stage. For
projects with fewer customization demands from the customer, we may negotiate with
the customer for an alternative payment plan and receive upfront payment of 50-70% of
total contract value at this stage.
 Service development and DIOS deployment: Following contract signing, our team
conducts in-depth analysis and designs a detailed technical plan to finalize the specific
configuration and integration for the required modules. The designing process, including
but not limited to user interface (UI) design, database design, system architecture, and
API design, usually runs in parallel with system and service development. Service
design and development typically take one to three months. For projects with less
customized needs, this phase may be simplified. Our team then runs internal testing to
ensure the stability of our system before deployment. Upon successful testing, we
proceed with deploying DIOS on the customers’ designated IT infrastructure.
 Localized configuration and adjustment: Following the initial deployment, we begin
the localized configuration and adjustment phase, during which our team focuses on
fine-tuning the applicable modules and performance optimization of the deployed
system. We work in close communication with our customer to monitor their real-world
operational environment, gathering user feedback and making necessary adjustments to
ensure the system is aligned with their specific business requirements. This phase
typically spans approximately one month.
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 Acceptance: Upon completion of deployment and testing, the customer conducts tests
to confirm that pre-agreed specifications and performance criteria are met. We typically
receive a significant portion of 60% of total contract value upon formal acceptance. For
projects that are more standardized and we receive 50-70% of total contract value upon
contract signing, we typically receive milestone payment of 20-40% of total contract
value at this stage.
 Quality assurance period: The quality assurance period generally lasts 12 months
following customer acceptance, during which we provide ongoing technical support and
maintenance services to ensure the long-term stability of the solution. The final retention
payment of 10% is typically received upon the expiration of this period. For projects
without quality assurance period, the portion is received upon formal acceptance instead.
Analytic reports
Revenue from our AI-powered analytic report generation services is usually recognized at
specific points in time. For revenue from contracts requiring analytic reports to be delivered on a
regular, periodic basis, we usually recognize such revenue ratably over the term of such contracts.
The key stages, their estimated duration, and the portion of the contract sum we are entitled to claim
at each payment milestone, are set forth below.
Automated
Analysis
Internal
Review
Delivery &
Acceptance*
Contract
Signing*
* Payment milestone
† In cases where analytic demands are more standardized and less complex, this phase may be simplified or omitted
as pre-agreed by the customer.
 Contract signing: This initial stage involves finalizing the service scope and entering
into a legally binding agreement with the client. It typically takes one month for both
parties to go through the initial communication, confirm contract terms and complete
internal approvals. Upon signing, we generally receive an upfront payment of 50% to
70% of the total contract value.
 Automated analysis: Following initiation, our team processes and refines the necessary
information and data, which is primarily provided by customers or publicly available, to
serve as the foundation for the analysis. Leveraging core AI capabilities of our DIOS,
the system then analyzes such information to identify and extract critical data points and
analytic results, which are then synthesized into a coherent, structured report.
 Internal data scientist review: Following the automated generation of the initial draft,
our team of seasoned data scientists with industry expertise conducts a rigorous review,
enriching the analysis with deep industry context. This human-in-the-loop process
ensures the final report combines the efficiency of AI capabilities with the nuanced
judgment of our data scientists. In cases where analytic demands are more standardized
and less complex, this phase may be simplified or omitted as pre-agreed by the customer.
 Delivery and acceptance: We deliver the final, reviewed report to the customer, after
a term pre-agreed by the customer considering the volume and complexity of the analytic
report required. The customer then conducts a final review to confirm that the pre-agreed
specifications have been met. For contracts of regular multiple deliveries, this stage is
repeated periodically over time. We usually receive the remaining 30% to 50% of the
contract value upon formal acceptance from the customer.
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SaaS
Revenue from SaaS provides recurring revenue stream for us and is recognized ratably over
the service period. We may offer trial subscription for potential customers for up to one month
before signing the contract. Upon entering into the SaaS agreement with our customer, which sets
out scope of access and subscription term, we typically receive an upfront payment of 50% to 70%
of the total contract value. We then set up user accounts or issue API to our customers so that they
can access our AI services deployed on cloud, which could be completed within one day. Upon the
expiration of the subscription term, we are entitled to receive the remaining 30% to 50% of the
contract value. Customers may then enter into a new agreement to renew their subscription.
Maintenance services of localized deployment
Revenue from our maintenance services provided to customers following the expiration of
quality assurance period of localized deployment provides recurring revenue stream for us and is
recognized ratably over the service period. We typically receive 50% of the total contract value
upon signing the maintenance service contract, and the other 50% upon expiration of the
maintenance services. Our maintenance service contracts are typically renewed annually.
The table below provides a summary for how each of our DIOS and AI services falls within
acceptable sectors of a Specialist Technology Industry as defined under Chapter 18C of the Listing
Rules:
Specialist Technology
Products
Specialist Technology Industry
Acceptable Sectors: Main Function Analysis
AI services powered by
DIOS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Artificial intelligence (AI-empowered
algorithm programming: image
recognition, audio-visual learning,
natural language processing (NLP),
machine learning, and deep learning)
One key component of our AI service
offering is Y ayi LLM, a proprietary
large language model. The training of
Y ayi LLM encompasses full-
parameter fine-tuning, pre-training on
customer-provided datasets, model
distillation for varying parameter
sizes, and end-to-end custom training
for industry-specific applications for
efficient analytics.
Artificial intelligence (AI services: the
design and provision of AI services
used in different industry verticals)
Our AI services were primarily delivered
by local deployment of software or
combined with hardware. They were
tailored to accommodate customers’
needs from various industries.
Cloud-based services (Software as a
service (SaaS): the delivery of
software applications over cloud
infrastructure enabling companies to
conduct their operations using the
application)
A portion of our AI services are
delivered via clouds through
subscriptions.
Our industry consultant, CIC, confirms, and our Directors are of the view, that based on the
information above, each of our services falls within an acceptable sector of a Specialist Technology
Industry, namely Artificial Intelligence and Cloud-based services as defined under Chapter 18C of
the Listing Rules.
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COMMERCIALIZATION AND PATH TO PROFITABILITY
We have demonstrated revenue growth during the Track Record Period, proving our ability to
commercialize AI services effectively. Our revenue rose from RMB249.7 million in 2023 to
RMB317.8 million in 2024, and further to RMB405.3 million in 2025. Gross profit was RMB109.9
million, RMB160.1 million and RMB207.7 million for the respective years, with gross profit
margins of 44.0%, 50.4% and 51.2%, respectively.
Since our inception, we have invested substantial resources in R&D activities. Our R&D
expenses were RMB179.5 million, RMB131.0 million, and RMB187.5 million in 2023, 2024 and
2025, respectively, accounting for 71.9%, 41.2%, and 46.3% of our total revenue during those
periods. During the Track Record Period, our R&D efforts were primarily focused on the
development of DIOS and associated technologies. Such strategic investments, while resulting in
losses during the Track Record Period, have led to our distinctive competitive advantages, fueling
our technological advancements and continuous growth.
We began commercializing AI services in 2017, initially targeting the public sector services,
followed by the media and communications clients, and expanding to commercial enterprises in
2020. Our commercialization strategy focused on initially securing large-value projects with
Benchmark Clients, primarily in government and public sectors. Since 2020, we have broadened our
client base to include medium to large organizations and ventured into additional industry sectors,
such as finance, industrials and healthcare. The following table summarises the timeline of the
commercialization of our AI services in vertical industries:
Launch
Y ear of revenue
generation
Public Sector Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182017 2017
Media and Communications /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182017 2017
Commercial Enterprises /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182020 2020
We recorded net losses during the Track Record Period, and we anticipate continuing to incur
net losses and operating losses in the short term, primarily driven by ongoing investments in R&D
and accelerated customer and market expansion. Nevertheless, we believe our leading position in
enterprise large model-driven decision intelligence service, portfolio of full stack AI services,
market-leading R&D and technologies, and established customer loyalty have laid a solid
foundation for our business sustainability and long-term development. To support our next phase of
growth, we are upgrading our DIOS through the implementation of our data, ontology, models and
agents, or, DOMA, framework. This upgrade strengthens the infrastructure and platform capabilities
of DIOS by enhancing integration, standardization and architectural consistency across data,
models and agents. We believe this evolution reinforces DIOS as a scalable platform-based
infrastructure for enterprise AI and supports our long-term development as a decision intelligence
provider. In particular, we expect that our profitability will be elevated by the following factors:
Deepening Core Industry Expertise and Broadening into Additional Sectors and Customer
Base
We are committed to further deepening our expertise in our core domains while broadening
the reach of our AI applications into an even wider array of industries.
To expand the adoption of our AI services, we will actively engage customers across core
domains such as public sector services, media and communications, and commercial enterprises,
leveraging our expertise to attract high-value clients. For customers in the public sector services,
and media and communications sectors, our focus will be on continuously improving service
quality, reducing response times, and boosting overall customer satisfaction. We are also extending
and deepening our AI capabilities in these segments to serve address a broader spectrum of specific
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use cases. For instance, within the media and communication vertical, we are participating as a key
technology partner in a major R&D project backed by a provincial-level government and led by
top-tier academic and industry players, to develop next-generation platforms for AI-powered
intelligent publishing. By prioritizing these areas, we aim to establish benchmark cases that will not
only strengthen our reputation but also increase our market share within these core industries.
The effectiveness of our effort is substantiated by our commercial progress over the Track
Record Period. Our efforts to deepen ties with existing customers have been effective, as evidenced
by the increase in number of Benchmark Clients, being 35, 47 and 42 in 2023, 2024 and 2025,
respectively.
Moreover, our strategy to secure new business opportunities also yielded significant progress
during the Track Record Period. Our total number of customers served grew from 262 in 2023 to
404 in 2025 with the number of new customers we engaged being 142, 159 and 220 in 2023, 2024
and 2025, respectively. Our backlog, representing contract value in hand yet to be recognized as
revenue, increased substantially from approximately RMB133.5 million as of December 31, 2024
to approximately RMB288.9 million as of December 31, 2025. Our value of new contracts signed
increased from approximately RMB284.1 million in 2023, to approximately RMB304.4 million in
2024, and further to RMB529.4 million in 2025, reflecting the success of our strategy in translating
technology capabilities into strong commercial momentum.
On the other hand, we are expanding into new sectors where AI transformation is rapidly
driving value creation: Instead of building entirely new service paradigms from scratch for each
industry, our process begins by ingesting and structuring the foundational data and core domain
knowledge of a target sector, followed by applying our AI capabilities to this new knowledge base.
This approach enables us to rapidly configure and deploy tailored services that address the unique
challenges of the new industry, which is expected to shorten our time-to-market, positioning us to
effectively capture emerging business possibilities.
 Science and Education : The AI for Science domain is rapidly emerging as a national
strategic focus in the science and education sphere in China, driven by strong policy
support aimed at fostering indigenous innovation. Our initiatives include launching a
new AI for Science foundational model and upgraded Y ayi LLM, both tailored for
scientific research and technical content generation. For researchers, we intend to offer
AI-powered research services covering scientific knowledge, experimental procedures,
and literature interpretation, significantly boosting productivity and decision-making.
We also plan to offer intelligent agent interfaces to ensure integration with research tools
and workflows, enabling automation and allowing engineers and scientists to focus on
scientific discoveries and innovation. Building upon this foundation, we have been
progressing to the commercialization stage. For instance, we have been assisting
customers in areas such as regional AI-for-Science infrastructure, as well as intelligent
academic research workflows. We successfully initiated commercialization in this sector
in 2025, securing new contracts with an aggregate value of approximately RMB15.8
million.
 Energy and Sustainability : In response to the profound transformation and increasing
data complexity within the energy sector, we have strategically expanded our focus to
address the industry’s critical operational challenges. Our entry into this sector is
supported by our internal team with deep industry experience, including specialists in
energy sector digitalization and power systems. This team acts as the essential bridge
between business scenarios and our technology, leveraging its critical domain know-how
to translate the specific operational challenges of our energy sector customers into
actionable solution designs for our core AI capabilities and technology platform. Since
securing initial projects that focused on leveraging our AI capabilities to support data
analysis and decision make in the new energy sector, and testing our capabilities in a
real-world setting, we have been deepening our insights in the sector, reflected by a
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portfolio of intellectual property specific for the application and scenarios relevant to the
energy industry. For instance, based on our AI capabilities and since December 2024, we
have been serving a major customer in the energy industry to develop a system that
enhances power grid security and efficiency by identifying weaknesses, modeling grid
health based on various data sources, and generating emergency response and power
dispatch plans when faults are detected. We aim to empower energy companies with
advanced AI tools for aggregating diverse datasets, analyzing trends and running
complex simulations for operational planning and risk management. During the Track
Record Period, we have successfully established a foothold in the market during 2025,
securing new projects with customers in the segment totaling approximately RMB17.8
million in contract value, serve as strong evidence of our capabilities’ adaptability to
meet the novel needs of transforming industries.
 Healthcare : Modernizing traditional Chinese medicine with AI-powered knowledge
management, diagnostic assistant and prescription formulation is enabling personalized
and evidence-based treatment plans. This sector is still in an early stage of development
for us and its efforts have been focused on these initial exploratory activities. For
instance, we have entered into a partnership with the CACMS to co-establish a
municipal-level key laboratory for intelligent traditional Chinese medicine. This
collaboration leverages our AI expertise and our partners’ deep clinical knowledge to
develop next-generation TCM diagnostic tools, providing us with invaluable domain
knowledge accumulation and a foundational R&D platform, establishing a strong basis
for our future development and potential commercialization of intelligent healthcare
services. Our collaborative research in this area also explores concepts for potential
future applications, such as health management supported by our AI capabilities. We
secured new contracts with an aggregate value of approximately RMB12.2 million in
2025. Furthermore, in the three months ended March 31, 2026, we secured new contracts
with an aggregate value of approximately RMB2.1 million in this sector.
To date, we have provided customized AI services to government and corporate organizations,
boosting their operational efficiency. Looking ahead, we aim to broaden our customer base by
targeting commercial enterprises in additional verticals needing scalable, robust AI services.
Leveraging DIOS and in particular Y ayi LLM, we can quickly adapt to new industries and secure
additional contracts.
As we continue to upgrade our DIOS platform, we expect broader adoption and increased
revenue. We will further deepen collaboration with strategic customers and develop new AI services
to meet evolving market needs.
Enriching and Expanding Our Offerings
We are committed to enhancing our product portfolio through continuous upgrades of DIOS
and the development of new products and services.
One of our key initiatives is the development of DIOS on Cloud, a cloud-based infrastructure
designed to deliver our AI services online. This platform will cater to customers who do not require
localized deployment or extensive local applications. By offering DIOS as a subscription-based
service, we aim to reach a broader audience, including small and medium-sized enterprises,
start-ups, and professional users. This approach will make advanced AI capabilities more
accessible, scalable, and cost-effective, allowing organizations of all sizes to leverage advanced
technology without upfront investment.
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Additionally, we are investing in the development of enterprise AI infrastructure for larger
organizations and institutions. Our comprehensive solutions will support clients in establishing
end-to-end AI capabilities, from data management to advanced analytics and decision automation.
We are committed to ensuring our infrastructure meets the high standards of security and regulatory
compliance, making it suitable for critical sectors such as finance, healthcare, and government. By
offering tailored AI services, we will help enterprises seamlessly incorporate decision-making AI
into their existing IT ecosystems, maximizing the value of their digital transformation efforts.
We are well-positioned to significantly expand our customer base and diversify our revenue
streams. By introducing DIOS on Cloud as a flexible, subscription-based platform, we can attract
a wider range of clients. At the same time, our continued investment in robust enterprise AI
infrastructure enables us to serve large organizations and critical sectors with tailored, high-value
offerings. This dual approach not only broadens our market reach, but also creates sustainable,
recurring revenue opportunities, driving long-term growth and reinforcing our leadership in the
enterprise AI industry.
Additionally, expanding our reach further, we intend to integrate our AI services with IoT edge
devices for industries. For example, we are working with a smart device maker to embed advanced
analytics capabilities that can monitor health and provide personalized guidance. To facilitate these
integrations, we are developing universal interfaces and standardized workflows that ensure
compatibility with a wide range of hardware systems. This standardization will streamline
deployment, reduce integration timelines, and enable rapid rollout of large-scale service operations.
Enhancing our Operational Efficiency and Economies of Scale
We have established robust operational structures and maintained an optimal team size across
management, operations, and R&D functions. As of the Latest Practicable Date, our experienced
R&D team has played a pivotal role in driving innovation and advancing our DIOS and AI service
offerings.
Historically, we have made substantial investments in R&D, focusing on the development of
core technologies such as the X-Data platform for data integration, the Y ayi LLM, and the DI-Brain
AI agent platform. These investments have strengthened our technical capabilities and provided a
solid foundation for continued innovation. Looking ahead, we plan to leverage our intellectual
property, technical expertise, and deep industry knowledge to improve development efficiency,
reduce costs, and optimize resource allocation. Our stable R&D team size reflects enhanced
workload management and productivity. Moving forward, we will concentrate resources on major
R&D projects with clear commercialization prospects, ensuring a more focused and impactful
innovation pipeline.
As adoption of our AI services expands and greater economies of scale are achieved, our
research and development expense ratio declined as foundational research efforts have been
effectively materialized, transitioning from basic model development to vertical industry model
applications, and we expect R&D expenses as a percentage of revenue to further decline. We are
committed to continuously optimizing our cost structure and operational efficiency. For example,
we anticipate achieving better cost control through centralized procurement of computing power
and IT hardware. At the same time, we expect to enhance sales and marketing efficiency, supported
by our growing brand recognition. Additionally, as our sales network matures nationwide and our
established customer base grows, the efficiency of our sales and marketing personnel is expected
to increase. In 2023, 2024 and 2025, our average acquisition cost per customer were RMB357.4
thousand, RMB289.2 thousand, and RMB216.2 thousand, respectively reflecting enhanced
efficiency in customer acquisition. We have also implemented expense control measures to
prudently manage our administrative expenses. As our services gradually mature, we will develop
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more reusable software components, which will further improve our deployment efficiency. Our
accumulated experience in local project deployments has already led to a significant reduction in
delivery timelines with average lead time decreased from 185.0 days in 2023 to 105.9 days in 2024,
and further to 80.2 days in 2025.
Additionally, we plan to further utilize AI to enhance management and operating efficiency
across our organization. With a strong cash and liquidity position, we are well-positioned to fund
internal strategic growth and operational optimization initiatives. We remain dedicated to achieving
sustainable profitability in the near future, underpinned by our commitment to operational
excellence and innovation.
Enhanced Sales and Marketing Efforts
We are committed to strengthening our sales and marketing efforts across China. In 2024, we
have increased investments in sales and marketing activities, with a particular focus on establishing
a localized sales structure to better serve customers in diverse regions.
As of the Latest Practicable Date, our dedicated local sales team currently comprises 41
members, strategically covering sales channels in over 20 provinces. This localized presence
enables us to respond rapidly to customer needs, build strong relationships with key clients, and
tailor our offerings to each regional market. By positioning our team members in major provincial
capital centers, we are able to maintain close proximity to our target customers and provide timely
support throughout the sales process. Going forward, we plan to establish localized sales force in
almost all provinces in China.
In addition to our direct sales force, we plan to develop a network of integrated channel
partners. These partners play a critical role in extending our reach and coverage, allowing us to
penetrate more regions and customer bases. Through close collaboration with these channel
partners, we are able to leverage their market knowledge, established customer bases, and
distribution capabilities to maximize our sales effectiveness.
International Expansion
We are actively pursuing opportunities to expand into overseas markets, beginning with Hong
Kong, the Middle East, and Southeast Asia. To ensure success in these regions, we will conduct
comprehensive market research to localize our products and services, to align with regional
preferences and demands.
In addition, we will collaborate with local businesses internationally to enhance our market
reach and improve service delivery. These strategic partnerships will allow us to navigate regional
markets effectively. For instance, we aim to cooperate with Cherrypicks International, a Hong
Kong-based digital transformation solutions provider, where Cherrypicks International is expected
to facilitate marketing our services to its existing client base and will leverage our technical support
to create localized offerings tailored for regional demands in Hong Kong, Macau, and other key
markets out of mainland China.
Our international expansion efforts are designed to drive revenue growth while minimizing the
impact on our cost structure, enabling us to achieve sustainable and scalable growth in global
markets.
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Selective Acquisitions and Strategic Alliances
To accelerate growth and enhance our competitive edge, we plan to pursue selective
acquisitions and establish strategic alliances with technology leaders, R&D firms, and sales
partners. Through targeted acquisitions, we aim to integrate complementary technologies, diversify
our product portfolio, and strengthen sales and marketing capabilities in next-generation enterprise
AI services. These acquisitions will focus on companies specializing in niche areas such as
domain-specific AI applications, smart city, and fintech solutions. For instance, in the first half of
2025, we completed and settled the acquisition of Xinhua Mobile, which we considered to offer
synergies with our current business operation.
In parallel, we will forge strategic partnerships to co-develop innovative solutions, share
resources, and create synergies that drive mutual success. These alliances will enable us to build
robust ecosystems, penetrate new markets, and reinforce our position as a trusted provider of
enterprise AI services. By leveraging these collaborations, we aim to expand our market presence
and deliver greater value to our customers.
INTELLECTUAL PROPERTY
As of December 31, 2025, we owned 154 registered patents in China and 108 patent
applications in China. As of the same date, we had 439 software copyrights, 151 registered
trademarks and 10 registered domains in China. As of December 31, 2025, of all the 262 registered
patents and patent applications in China, 212 were solely owned by us and 50 were co-owned, and
we had 127 registered patents solely owned by us and 27 co-owned. As of the Latest Practicable
Date, we had four registered patents co-owned with CASIA and two registered patents co-owned
with CACMS. We did not co-own registered patents with CAS-affiliated institutions other than
CASIA as of the same date. Other external co-owners of our registered patents mainly include our
collaborative R&D partners, and the patents were generated as joint inventions during specific
projects or collaborative research initiatives. These co-owned patents do not involve our core
technologies, and our business and ability to provide AI services are not dependent on these
co-owned patents. Each of the co-owners has valid title to such registered patents under PRC law,
and there are no contractual tenure and material payment obligations associated with such co-owned
registered patents and patent applications as of the Latest Practicable Date. We have entered into
several collaborations with external partners, notably top research institutes such as CASIA, and
leading media groups to jointly develop project-specific software and algorithms. These joint
efforts typically integrate our AI and engineering strengths with our partners’ domain expertise or
data, resulting in 50 co-owned registered patents and patent applications in China, such as custom
software systems and co-invented technologies as of December 31, 2025. We and our partners share
equal rights to use, protect, and commercialize these jointly developed IP assets, but any such use
or commercialization, including to utilize such patents to generate revenue, beyond the original
project requires mutual agreement in accordance with our collaboration agreements. In each of
these projects, both parties’ background IP remain with their original owner, and the agreements
clearly define ownership of any new or derivative IP created together. For example, we
co-developed an epidemic risk prediction platform CASIA that is jointly owned; however, we have
not incorporated any technology from that co-owned project into our commercial service offerings.
Similarly, many co-owned software copyrights have arisen from building localized “media
convergence” mobile applications in partnership with local media centers, where our platform
technology was combined with the partner’s content and operational know-how. In all such cases,
neither party can unilaterally transfer or disclose the jointly owned results to third parties or use
them outside the collaboration’s scope without the other’s consent, ensuring that our core business
remains unencumbered by these co-ownership arrangements while allowing both sides to benefit
fairly from the joint innovations.
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The table below lists the portfolio of material patents and patent applications for our core
technologies of which we are the registered owner as of the Latest Practicable Date:
The Technology
Component in which
the intellectual
properties operate
Key Function of the
Intellectual Properties Patent Patent Applications
X-Data /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Deep Fusion and Knowledge
Construction of Multi-
modal Data
202010226687.6
201811608345.X
202310347961.9
202410907835.9
202111199899.0
202111199634.0
202211287916.0
201811068797.3
202310964411.1
202210377444.1
202411434591.3
202311296035.X
202211268116.4
201811260185.4
202410364624.5
202311868316.8
2023 11110409.4
202310217049.1
202410649214.5
Y ayi LLM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Secure and Controllable
Generation for Multimodal
Content
202011259475.4
202411402787.4
202311412797.1
202210343005.9
202410038893.2
Y ayi LLM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Cross-Modal Deep Semantic
Alignment
202311415357.1
202111493451.X
202210470144.8
202311371318.6
Y ayi LLM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Cross-Domain Knowledge
Extraction and Contextual
Intelligence
202310347857.X
202311374453.6
202311671334.7
201911019149.3
201911368962.1
202011596697.5
202011561236.4
202110881327.4
202111389485.4
202111564484.9
202111616638.4
202210340732.X
201810435632.9
201810418503.9
201811577909.8
202010340711.9
202011593291.1
201811552104.8
202311409539.8
202010648949.8
202111317971.5
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The Technology
Component in which
the intellectual
properties operate
Key Function of the
Intellectual Properties Patent Patent Applications
Y ayi LLM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Multimodal Content
Understanding and
Intelligent Synthesis
202411092157.1
201810488427.9
202110569146.8
202211583636.4
202110003232.2
202210363659.8
202211572783.1
202310864682.X
202310964424.9
202311224982.8
202310696721.X
202310724745.1
202310964008.9
202310967284.0
202411952374.3
202510117975.0
202411916870.3
202411916262.2
202411916261.8
202311607433.9
DI-Brain /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Predictive Reasoning for
High-Stakes Decision
Analysis
201910260924.8
201910471730.2
201810218371.5
202310346366.3
202310346367.8
202310347374.X
201811069882.1
202010266045.9
202211583589.3
202411988650.1
202010214388.0
202210261961.2
The tenure of our intellectual properties is summarized below:
As of December 31, 2025, the filing dates of our registered patents in China are mainly within
2018 to 2024; and the expiration dates are mainly within 2028 to 2044. As of the same date, the
expiration dates of our software copyrights are not earlier than 2064.
Save for the owners, other person does not have any rights on these material patents as of the
same date. Regarding the payment obligations in relation to our intellectual properties, for issued
invention patents, we are mainly required to pay the annual patent fee to authorities. We have kept
track of the payment requirements for annual fees and made payment accordingly. Up to the
December 31, 2025, all of our registered patents in PRC are valid according to our PRC Legal
Advisor.
As the intellectual properties for our Specialist Technology Products are all self-developed or
transferred from third parties and have not been licensed by third parties. There are no outstanding
corresponding license or transfer fees that we are obligated to pay. Some of our patent or software
copyright applications filed before 2022 are still pending for approval.
The term of an individual patent may vary based on the countries/regions in which it is
granted. In China and most other countries and regions in which we file patent applications, the
term of an issued patent for invention is generally 20 years from the filing date of the earliest
non-provisional patent application on which the patent is based in the applicable country. We cannot
provide any assurance that patents will issue with respect to any of our owned pending patent
applications or any such patent applications that may be filed in the future, nor can we provide any
assurance that any of our registered patents or any such patents that may be issued in the future will
be commercially useful in protecting our product candidates and methods of designing the same.
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We may rely, in some circumstances, on trade secrets and/or confidential information to
protect aspects of our technology. We seek to protect our proprietary technology and processes, in
part, by entering into confidentiality agreements with consultants, advisors and contractors. We
have entered into agreements with confidentiality and non-competition clauses with our senior
management and certain key members of our R&D team and other employees who have access to
trade secrets or confidential information about our business. Our standard employment contract,
which we use to employ our employees, contains an assignment clause, under which we own all the
rights to all inventions, technology, know-hows and trade secrets derived during the course of such
employee’s work.
These agreements may not provide sufficient protection of our trade secret and/or confidential
information. These agreements may also be breached, resulting in the misappropriation of our trade
secret and/or confidential information, and we may not have an adequate remedy for any such
breach. In addition, our trade secret and/or confidential information may become known or be
independently developed by a third party or misused by any collaborator to whom we disclose such
information. Despite any measures taken to protect our intellectual property, unauthorized parties
may attempt to or successfully copy aspects of our products or to obtain or use information that we
regard as proprietary without our consent. As a result, we may be unable to sufficiently protect our
trade secrets and proprietary information. We also seek to preserve the integrity and confidentiality
of our data and trade secrets by maintaining physical security of our premises and physical and
electronic security of our information technology systems. Despite any measures taken to protect
our data and intellectual property, unauthorized parties may attempt to or successfully gain access
to and use information that we regard as proprietary. See “Risk Factors — Risks Relating to Our
Business and Industry — Our technology infrastructure may experience unexpected system failure,
interruption, inadequacy, security breaches or cyberattacks. Our reputation, business and results of
operations may be harmed by service disruptions or by our failure to timely and effectively scale
and adapt our existing technology and infrastructure.”
We also own a number of registered trademarks and pending trademark applications. As of the
Latest Practicable Date, we had registered trademarks for our Company and our corporate logo in
China and other jurisdictions and are seeking trademark protection for our Company and our
corporate logo in other jurisdictions where available and appropriate.
We have formulated our intellectual property management protocols and entered into
proprietary information and inventions agreement with employees to clearly define the scope of
intellectual property rights, clarify the ownership of intellectual property rights and determine the
confidentiality obligations of employees. We set up detailed intellectual property procedure
guidelines, including scope and application procedures of intellectual property, to largely protect
our intellectual property rights. The intellectual property committees review the inventions of
employees to determine which inventions should be filed as patents or software copyright, or which
should be kept as trade secrets. In addition, we provide incentives for employees to disclose their
inventions to encourage internal R&D. The confidential clauses are required for employees to sign
to avoid core invention or technologies disclosure.
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 of
infringement of any third parties’ intellectual property rights by us as of the Latest Practicable Date.
For details, see “Statutory and General Information — 2. Further Information about Our Business
— B. Our Intellectual Property Rights” in Appendix VI to this prospectus. For risks related to
intellectual property rights, see “Risk Factors — Risks Relating to Our Business and Industry —
We may be subject to intellectual property infringement claims, which could be time-consuming or
costly to defend and may result in diversion of our financial and management resources, and
indemnity provisions in various agreements potentially expose us to substantial liability for
intellectual property infringement and other losses.”
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RISK MANAGEMENT AND INTERNAL CONTROLS
Risk Management Framework
Risk management is critical in our business operations. We have established and currently
maintain risk management and internal control systems consisting of policies and procedures that
we deem appropriate for our business operations. We are dedicated to continuously improving these
systems. We have adopted and implemented comprehensive risk management policies in various
aspects of our business operations. Our internal audit committee is responsible for supervising and
reviewing our internal control system.
Our audit committee will review our annual internal control audit plan and a self-assessment
report on internal controls for submission. The audit committee implements appropriate review
procedures to evaluate the effectiveness of our internal controls from time to time. If we discover
internal control deficiencies during the review process, the audit committee members will urge the
relevant departments to develop corrective measures and timelines, conduct follow-up reviews of
internal controls, and oversee the implementation of the corrective actions.
In preparation for the Global Offering, we have engaged an independent third-party consultant
(the “Internal Control Consultant”) to perform a review of selected areas of our internal controls.
The Internal Control Consultant performed procedures and put forward suggestions for
improvement. We have further strengthened our internal control process based upon the Internal
Control Consultant’s suggestions.
Financial Reporting Risk Management
We have in place a set of accounting policies in connection with our financial reporting risk
management. We have various procedures in place to implement accounting policies, and our
financial department reviews our management accounts based on such procedures.
Compliance Risk Management
Compliance risk management is the core of our risk management activities, the foundation for
effective internal controls and an important aspect of our corporate culture. Our Board of Directors
is responsible for establishing our internal control system and reviewing its effectiveness.
We have implemented a series of internal procedures to ensure the compliance of our business
operations with the relevant rules and regulations. Our material decision-making is undertaken by
the chief executive officer, the Board of Directors, and Shareholders’ Meeting, as the case may be.
We have established internal procedures to ensure that we have obtained all material requisite
licenses, permits and approvals for our business operations, and monitor the status and effectiveness
of those licenses and approvals. Additionally, we have adopted various measures in connection with
our data protection. See “— Data Privacy and Security” for more details.
Human Resources Risk Management
We provide different training courses tailored to the needs of our employees in different
departments. Through these training courses, we ensure that our staff’s skills remain up-to-date and
enable them to discover and meet customers’ needs. We have in place an employee handbook, which
contains internal rules and guidelines regarding best commercial practice, work ethics, fraud
prevention mechanism, negligence and corruption. We also provide employees with resources for
explanation on guidelines contained in the employee handbook. We make our internal reporting
channel open and available to our staff for any reporting of wrongdoing or misconduct. Reported
incidents and persons will be investigated and appropriate measures will be taken in response to the
findings.
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Internal Control Measures on Export Control Measures
To mitigate export control risks, we have implemented a supply chain localization strategy to
maintain compliance as to procurement. Our Directors are of the view, we can source chip models
at comparable price and quality, and such supply chain diversification does not have material
adverse impact to our financial performance, business operation or product offering, based on (i)
during the Track Record Period, over 90% of our AI inference and training tasks during our business
were conducted based on third-party cloud computing resources; we are not dependent on hardware
or hardware suppliers in carrying out our research and development and other operations; (ii) for
the portion of our tasks currently not handled by cloud resources, we have located and already
completed the adaptation for our major AI services to run on viable domestic chip models sourced
under our supply chain localization strategy; (iii) the domestic chip models sourced under our
supply chain localization strategy are adequate in providing commercially viable solutions for our
needs. As a result, the price-to-performance ratio for our specific use cases in our operations is
generally comparable under our current procurement portfolio. We will continue to utilize flexible
cloud computing resources and implement a diversified procurement strategy to reduce reliance on
any single hardware supplier. However, we cannot guarantee that future changes in U.S. export
control laws or other regulatory actions will not impose restrictions on other GPUs and hardware
which intend to source, which could limit our access to critical computing resources. Any such
restrictions may adversely impact our R&D capabilities, operational efficiency, and
competitiveness.
To further strengthen our risk management framework and prevent any recurrence of business
activities relating to export controls and sanctions, we have implemented comprehensive and
specific internal control measures, including:
 Standardized Sanctions Screening Mechanism: We have established and maintained a
standardized sanctions and export control screening mechanism, including an internal
foreign sanctions checklist for background screening and due diligence on our
customers, suppliers, and business partners.
 Export Control Classification Assessment: We proactively conduct export control
classification assessments on our self-developed solutions and technologies. This
ensures that the AI services and products we provide are not subject to the jurisdiction
of the U.S. Export Administration Regulations.
 Rapid Response Mechanism: We closely track developments in international export
controls to swiftly identify, intercept, and halt the procurement, usage, or transfer of any
hardware or technologies that become subject to new export control restrictions.
We have undertaken to the Stock Exchange that we will not finance or facilitate, directly or
indirectly, activities or business with, or for the benefit of, any Comprehensively Sanctioned
Countries or any other government, individual or entity sanctioned by the U.S., the EU, the UN, the
U.K., the United Kingdom overseas territories or Australia, including, without limitation, any
government, individual or entity that is specifically identified on the SDN List maintained by OFAC
or other restricted parties lists maintained by the U.S., the EU, the UN, the U.K., the United
Kingdom overseas territories and Australia that would cause us to violate International Sanctions.
Further, we have undertaken not to pay any damages for terminating or transferring any contract
that violates International Sanctions. In addition, we have undertaken not to enter into any future
business that would cause us, the Stock Exchange, HKSCC, HKSCC Nominees or our Shareholders
and investors to violate or become a target of international sanctions laws by the U.S., the EU, the
UN, the U.K., the United Kingdom overseas territories or Australia. We will also disclose on the
respective websites of the Stock Exchange and our Group if we believe that the transactions our
Group entered into in Countries subject to International Sanctions or with Sanctioned Targets would
put our Group or our Shareholders and investors to risks of being sanctioned, and in our annual
reports or interim reports (i) details of any new activities in Countries subject to International
Sanctions or with Sanctioned Targets; (ii) our efforts on monitoring our business exposure to
sanctions risks; and (iii) the status of, and the anticipated plans for any new activities in Countries
subject to International Sanctions and with Targets. If we were in breach of such undertakings to
the Stock Exchange, we would be subject to the risk of possible delisting of our Shares on the Stock
Exchange.
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DATA PRIV ACY AND SECURITY
Data security and protection are among our highest priorities. In this regard, we have designed
strict data protection and information security policies to ensure strict compliance with applicable
laws, regulations and prevalent industry practice. We have established and implemented a
comprehensive set of cybersecurity management policies and operational procedures, including our
information security management policy, security operations management standards, and
emergency response plans. To ensure clear accountability and effective oversight of cybersecurity
matters, we have established an internal cybersecurity organizational structure, the cloud computing
technology department, which is responsible for IT, network, and security operations and
maintenance. This department comprises operations engineers, network engineers, and security
engineers, with clearly defined responsibilities for maintaining cybersecurity. We have also
appointed a designated person responsible for cybersecurity and have clearly delineated such
person’s duties. We are committed to complying with the legal requirements, and we adhere to this
in the following manner:
Data Collection
During the process of providing AI services to users through Y ayi LLM on website and mobile
application, we accept users’ entrustment to collect personal information and other data related to
our services. For the purposes of account registration, login, and profile completion on the Y ayi
LLM website and mobile application, we may collect users’ basic personal information and network
identity information, such as mobile phone number and profile picture. To provide users with
dialogue functions and to improve our products and services, we may collect personal
communication information, such as users’ historical dialogue information, feedback, and
complaint suggestions. For the purposes of secure operation and risk control verification, we may
also collect other information, such as users’ product version numbers and clipboard data, etc. We
set forth the purpose, duration, method, type of personal information, protective measures, and the
rights and obligations of each party in our privacy protection agreement with end-users. We adhere
to the agreed purposes and methods of processing personal information as stipulated in the
agreement.
For the purposes of training our LLM, product development, and service provision, we may
collect data from third-party data service suppliers. To ensure data compliance, our suppliers are
required to undertake to us that they possess the legal authorization to provide such data, and that
all data supplied to us complies with applicable laws and regulations, guaranteeing its lawful and
legitimate sources. Our data suppliers must also undertake to us that the data supplied contains no
undisclosed personal information or corporate trade secrets and does not infringe upon any
third-party intellectual property rights.
Our model training and knowledge graph are constructed from a variety of data sources,
including widely recognized open-source datasets such as Common Crawl, RedPajama-Data, and
Wikipedia. In addition, we leverage licensed industry data obtained through agreements with
third-party suppliers, such as media database from established media groups. The costs paid to data
suppliers were RMB5.5 million, RMB5.5 million and RMB6.0 million in 2023, 2024 and 2025,
respectively.
In addition, we utilize web search engine technologies to collect publicly available online
data. We have implemented a comprehensive compliance policy to ensure the secure and lawful
collection and use of data, which includes, but is not limited to strictly following robots’ protocols,
controlling daily request rates per website below industry thresholds, conducting pre-web-search
policy analysis, and monitoring protocol updates. We have established a dedicated web search
engine technology compliance team responsible for conducting regular system security tests and
legal compliance checks.
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During local deployment of our AI services, data processing activities occur exclusively to
assist enterprise clients in AI development and training initiatives, with customer data remains
private and securely stored within the customers’ own IT infrastructure, which has strict isolation
protocols and access controls limiting data interaction exclusively to project-specific needs.
Furthermore, we do not routinely have access to customers’ operational data, even during service
maintenance, except where locally deployed AI training requires limited engagement with
operational datasets under customer-authorized protocols, thereby ensuring the confidentiality and
security of their information. We exclusively utilize processed training outputs rather than
collecting raw datasets. The responsibility for data security during the use of our AI services rests
solely with the customer. While we provide technical support and guidance to assist customers in
implementing appropriate security measures, we do not access, store, or manage their raw data
without authorization. This operational model aligns with industry standards for data protection and
reflects our commitment to safeguarding customer privacy.
Data Storage and Deletion
The personal information and data processed in our daily business operations are all stored
within the PRC. The data collected and generated within the territory of the PRC will not be stored
or transmitted to overseas locations, organizations, or individuals.
We retain end-user’s personal information only for the shortest period necessary to achieve the
intended service purposes, and we will delete or anonymize the personal information when the
retention exceeds the shortest necessary period. Additionally, users can contact us to request
deletion of the personal information they have provided.
Data Sharing and Transmission
We share necessary user personal information with third-party partners only for lawful,
necessary, specific and explicit purposes, including but not limited to: (i) enabling content sharing
to third-party applications; and (ii) supporting mobile number verification/login, query processing
and risk control where telecom partners collect IP address, carrier type, phone number, device
model and OS information. These practices are disclosed in our agreements with users, specifying
processing purposes, data fields, methods, third-party names and their privacy policy links.
Data Security Compliance
Our Directors are of the view that our AI services comply with data privacy and cybersecurity
laws in the PRC effectively in all material respects. However, we cannot guarantee whether we will
be subject to cybersecurity review in the future, or if new rules or regulations promulgated in the
future will impose additional compliance requirements on us. See “Risk Factors — Risks Relating
to Our Business and Industry — Actual or alleged failure to comply with data privacy,
cybersecurity, cross-border data transfer, and AI-related laws and regulations could damage our
reputation, deter current and potential customers from using our AI services, and subject us to
significant legal, financial and operational consequences.” Further, the Cybersecurity Review
Measures grants authorities the discretion to initiate cybersecurity review against any entity if they
believe such entity’s data processing activities may or does affect national security. For a detailed
explanation of the relevant regulations, see “Regulatory Overview”. Under the Cybersecurity
Review Measures, a cybersecurity review could be triggered if, (i) the use of network products and
services purchased by a critical information infrastructure operator, or CIIO, that affect or may
affect national security (ii) a network platform operator that possesses the personal information of
more than one million people intends to be listed abroad; or (iii) for any member of the
cybersecurity review working mechanism believes that any network product or service or data
processing activity affects or is likely to affect national security. After our real-name telephone
interview with China Cybersecurity Review, Certification and Market Regulation Big Data Center
(“CCRC”) conducted on May 8th, 2025, the CCRC has confirmed that (i) since Hong Kong is a
special administrative region of the PRC, a listing in Hong Kong is not considered a listing “abroad”
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and, therefore we are not subject to the application for cybersecurity review under Article 7 of the
Cybersecurity Review Measures; (ii) if no notification is received from the competent authorities
requesting a cybersecurity review for the data process activity that “affects or is likely to affect
national security” conducted by network platform operator under Article 16 of the Cybersecurity
Review Measures, there is no need to declare or conduct a cybersecurity review at this time.
As of the Latest Practicable Date, (i) we had not been notified of being classified as a CIIO,
nor had we received any notice from the CAC or other relevant authorities that we are required to
conduct a cybersecurity review, nor had we received any inquiry notice, warning, or sanctions in
such respects; (ii) we had formulated effective cybersecurity and data protection policies,
procedures, and measures to ensure secured storage and transmission of data and prevent
unauthorized access or use of data, and there had been no material data leakage during our business
operations during the Track Record Period and up to the Latest Practicable Date; and (iii) we had
not received any inquiry, notice, warning from any PRC government authorities, and have not been
subject to any investigation, sanctions or penalties made by any PRC government authorities
regarding data privacy and security risks, and national security risks caused by our business
operations or the proposed Listing.
OUR CUSTOMERS
Our Major Customers
Our major customers comprise (i) media and multimedia companies, (ii) government agencies,
and (iii) commercial enterprises. Revenue generated from our largest customer in each year or
period during the Track Record Period accounted for 24.3%, 19.9%, and 19.1%, respectively, of our
revenue for the respective year or period. Revenue generated from our five largest customers in
each year or period during the Track Record Period accounted for 48.0%, 32.5%, and 37.6%,
respectively, of our revenue for the respective year or period. The table below sets out certain
details of our five largest customers for the periods indicated:
2025
Rank Customer Background
Major products/
services purchased
Major segments of
services provided
Approximate
transaction
amount
Percentage of
total revenue
Y ear of
commencement
of business
relationship
with us Typical credit term
(RMB’000) (%)
1 /H1118/H1118Customer
A*
A state media group AI software, hardware,
platforms, technical
services
Media and
communication
77,583 19.1 2017 5 days to 30 working
days since the
payment milestone is
achieved
2 /H1118/H1118Customer
J
†
A software development
service provider
AI software, platforms,
technical services
Commercial enterprises 23,917 5.9 2021 15 working days since
the payment milestone
is achieved
3 /H1118/H1118Customer N A leading integrated
telecommunications
operator
AI software, platforms,
technical services
Public sector services 21,430 5.3 2022 15 to 30 business days
upon achievement of
payment milestones
4 /H1118/H1118Customer O A cross-border
technology trade and
service platform
AI software Public sector services 18,679 4.6 2025 15 days upon
achievement of
payment milestones
5 /H1118/H1118Customer P A high-performance
computing and IT
infrastructure provider
AI software, platforms,
technical services
Public sector services 10,894 2.7 2021 5 to 180 days upon
achievement of
payment milestones
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2024
Rank Customer Background
Major products/
services purchased
Major segments of
services provided
Approximate
transaction
amount
Percentage of
total revenue
Y ear of
commencement
of business
relationship
with us Typical credit term
(RMB’000) (%)
1. /H1118/H1118Customer
A*
A state media group AI software, hardware,
platforms, technical
services
Media and
communication
63,257 19.9 2017 5 days to 30 working
days since the
payment milestone is
achieved
2. /H1118/H1118Customer
C*
A provincial government
information center
AI technical services Public sector services,
and media and
communication
11,289 3.6 2019 Immediate payment
since the payment
milestone is achieved
3. /H1118/H1118Customer
D*
A state information
center
AI platforms and technical
services
Public sector services 10,658 3.4 2018 10 working days to 30
days since the
payment milestone is
achieved
4. /H1118/H1118Customer E A government institute AI technical Services Public sector services 9,990 3.1 2022 15 working days since
the payment milestone
is achieved
5. /H1118/H1118Customer
M
A technical services
provider
AI platforms and technical
services
Public sector services 7,906 2.5 2024 7 to 20 days since the
payment milestone is
achieved
2023
Rank Customer Background
Major products/
services purchased
Major segments of
services provided
Approximate
transaction
amount
Percentage of
total revenue
Y ear of
commencement
of business
relationship
with us Typical credit term
(RMB’000) (%)
1. /H1118/H1118Customer
A*
A state media group AI software, hardware,
platforms, technical
services
Media and
communication
60,776 24.3 2017 5 to 150 working days
since the payment
milestone is achieved
2. /H1118/H1118Customer E A government institute AI technical Services Public sector services 26,480 10.6 2022 15 working days since
the payment milestone
is achieved
3. /H1118/H1118Customer
D*
A state information
center
AI platforms and technical
services
Public sector services 13,411 5.4 2019 5 to 30 working days
since the payment
milestone is achieved
4. /H1118/H1118Customer F A technology service
provider
AI platforms and technical
services
Public sector services 13,288 5.3 2021 7 working days to 10
days since the
payment milestone is
achieved
5. /H1118/H1118Customer G A technology service
provider
AI technical Services Public sector services 5,925 2.4 2023 10 to 30 working days
since the payment
milestone is achieved
* Indicates that the transaction amount of this customer has included the amounts from its subsidiaries and branches.
† Also one of our top five suppliers during the same year.
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General Terms of Contracts with Customers
We enter into written agreements with our customers. The value of our contracts with
customers can vary substantially from customer to customer, depending on their business needs.
The salient terms and conditions of our agreements with customers are set out below:
 Deliverables: For sales by way of SaaS, we typically provide non-exclusive licenses of
use rights of our solutions and maintenance services related to the solutions. For
application development and other services, we typically develop customized
applications based on the customer’s specification. Certain customers require us to
deliver by way of reports of the information they require.
 Pricing: The price of our software license is primarily based on the estimated computing
power consumption and the AI applications our users plan to deploy. We charge SaaS
customers by taking into account the required computing power, license fees of our
software and service fees for deployment, operation and maintenance. For customer
requires local deployment, we typically charge customers on a project basis, the pricing
of which is primarily based on the manpower consumption of the relevant services.
 Credit terms: The credit terms vary from 3 days to 6 months.
 Customer Support: We typically provide free technical support for one year after the sale
of our AI services and free training to help our customers learn to use and maintain our
solutions.
 Ownership: For customized AI service project, all intellectual property rights relating to
the project AI services that we deliver under the agreement, including but not limited to
copyrights, patents ownership of the proprietary technologies and trademarks, belong to
customers. However, those intellectual property owned by us before the development
belong to us.
To the best of our knowledge, 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.
OUR SUPPLIERS
Our Major Suppliers
Our business and AI services are supported by a variety of third-party suppliers. In addition
to free, open-source software and programming languages, we primarily purchase cloud computing
services, hardware infrastructure and commercial software:
 Cloud Computing Services: We leverage major cloud service providers such as Alibaba
Cloud and V olcanic Cloud to support our AI service offerings.
 Hardware: The development and operation of our AI services require robust hardware
infrastructure, including GPUs, computer servers, network switches, and storage
systems.
 Commercial Software: While our AI services rely predominantly on open-source
software that does not incur licensing fees, we also procure commercial software to
support our business and administrative operations, including customer relationship
management (CRM), enterprise resource planning (ERP), and cybersecurity systems, as
well as productivity tools.
Our major suppliers comprise (i) providers of computing resources, (ii) providers of IT
equipment, and (iii) providers of software services. Purchase costs from our largest supplier in each
year or period during the Track Record Period accounted for 7.1%, 8.0%, and 8.0%, respectively,
of our total purchases for the respective year or period. Purchase costs from our five largest
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suppliers in each year or period during the Track Record Period accounted for 25.4%, 26.8%, and
24.0%, respectively, of our total purchases for the respective year or period. The table below sets
out certain details of our suppliers for the periods indicated:
2025
Rank Supplier Background
Major
products/services
purchased
Approximate
transaction
amount
Percentage
of total
purchases
Y ear of
commencement
of business
relationship
with us Typical credit term
(RMB’000) (%)
1 /H1118/H1118Supplier E A cloud computing service
provider
Computing resources 21,413 8.0 2023 6 to 60 days since the
payment milestone is
achieved. Milestones
include contract signing,
service usage
2 /H1118/H1118Supplier L A computing resources
service provider
Equipment procurement 13,274 5.0 2025 Full payment within 7
business days upon
signing of the order
3 /H1118/H1118Supplier M A technical services
provider
Technology services 11,779 4.4 2024 Within 3 to 5 business
days upon achievement
of payment milestones,
including contract
signing and issuance of
monthly bills.
4 /H1118/H1118Supplier N An IT infrastructure and
system integration
solutions provider
Equipment procurement 9,185 3.4 2025 Full payment within 7
days upon acceptance of
goods and issuance of
the acceptance
documents
5 /H1118/H1118Customer J
† A software development
service provider
Research and
development services
8,540 3.2 2024 Within 7 business days
upon achievement of
payment milestones,
including contract
signing, completion of
development, and final
acceptance.
2024
Rank Supplier Background
Major products/
services purchased
Approximate
transaction
amount
Percentage
of total
purchases
Y ear of
commencement
of business
relationship
with us Typical credit term
(RMB’000) (%)
1. /H1118/H1118Supplier A A software developer Software services 10,297 8.0 2019 10 days since the payment
milestone is achieved.
Milestones include
contract signing, final
delivery and acceptance
2. /H1118/H1118Supplier B A cloud computing service
provider
Computing resources 9,149 7.1 2020 Prepayment before usage
3. /H1118/H1118Supplier C A cloud computing and
technology service
provider
Equipment procurement 5,420 4.2 2024 Immediate payment since
the contract signing. 10
working days since
project acceptance
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Rank Supplier Background
Major products/
services purchased
Approximate
transaction
amount
Percentage
of total
purchases
Y ear of
commencement
of business
relationship
with us Typical credit term
(RMB’000) (%)
4. /H1118/H1118Supplier D A multimedia equipment
manufacturer
Equipment procurement 5,248 4.1 2021 5 to 7 working days since
the payment milestone is
achieved. Milestones
include contract signing,
service and products
acceptance.
5. /H1118/H1118Supplier E A cloud computing service
provider
Computing resources 4,332 3.4 2023 6 to 60 days since the
payment milestone is
achieved. Milestones
include contract signing,
service usage
2023
Rank Supplier Background
Major
products/services
purchased
Approximate
transaction
amount
Percentage
of total
purchases
Y ear of
commencement
of business
relationship
with us Typical credit term
(RMB’000) (%)
1. /H1118/H1118Supplier A A software developer Software services 11,251 7.1 2019 10 days since the payment
milestone is achieved.
Milestones include
contract signing, final
delivery and acceptance
2 /H1118/H1118Supplier E A cloud computing service
provider
Computing resources 9,005 5.7 2023 6 to 60 days since the
payment milestone is
achieved. Milestones
include contract signing,
service usage
3. /H1118/H1118Supplier B A cloud computing service
provider
Computing resources 8,165 5.1 2020 Prepayment before usage
4. /H1118/H1118Supplier F A technology service
provider
Technology services 6,505 4.1 2020 5 days since confirmation
since the quarterly
billing confirmation
5. /H1118/H1118Supplier G A value-added
telecommunication
service provider
Equipment procurement 5,381 3.4 2023 The same day when the
payment milestone is
achieved
† Also one of our top five customers during the same year.
(1). Supplier A is a big data company focused on SaaS-based services. It was established in 2018 and located in Hunan,
China.
(2). Supplier B is a leading cloud computing technology company. It was established in 2019 and located in Guizhou,
China.
(3). Supplier C is a provider of cloud computing services and big data services. It was established in 2019 and located
in Shandong, China.
(4). Supplier D is a provider of audiovisual products and digital solutions, listed on NEEQ. It was established in 1997 and
located in Sichuan, China.
(5). Supplier E is a company primarily engaged in cloud computing services. It was established in 2011 and located in
Beijing, China.
(6). Supplier F is a company providing big data and AI services. It was established in 2019 and located in Tianjin, China.
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(7). Supplier G is a provider of computing power services and AI infrastructure construction and operation services. It was
established in 2022 and located in Beijing, China.
(8). Supplier L is a provider of high-performance computing power solutions and located in Sichuan, China. It was
established in 2022 and we are interested in less than 0.01% equity interest in its holding company as of the Latest
Practicable Date.
(9). Supplier M is a technology service provider specializing in intelligent equipment and technical support. It was
established in 2020 and located in Beijing, China.
(10). Supplier N is a provider of IT infrastructure, equipment procurement, and system integration services. It was
established in 2014 and located in Jiangsu, China.
(11). Supplier O is a leading industry application software and digital integration provider, listed on the Shenzhen Stock
Exchange. It was established in 2001 and located in Beijing, China.
General Terms of Contracts with Suppliers
Key terms of our agreements with providers of R&D services are set out below:
R&D services. Our suppliers provide R&D services based on our requirements as specified in
the agreement.
Delivery and inspection. Our suppliers shall complete the project within the prescribed time
period and deliver all relevant software and documents. We are entitled to inspect their work
products and provide written comments for suppliers to address.
Copyright. We are entitled to all copyrights in relation to the R&D projects, including but not
limited to the right to transfer and use.
Termination . The agreement may be terminated upon mutual consent between the parties. Key
terms of our agreements with providers of implementation services are set out below:
Implementation services. Suppliers shall implement the development according to the
timetable stipulated in the agreement, typically set forth in milestone.
Pricing and payment. Prices of implementation services are agreed in the agreement, due
within an agreed period since the issuance of V A T invoice.
Termination. The agreement may be terminated upon either party’s bankruptcy, force majeure
and required law. In addition, we are also entitled to terminate the agreement if suppliers do not
deliver the product after 30 days of the stipulated timetable.
Key terms of our agreements with hardware suppliers are set out below:
Hardware supply. We procure hardware such as servers and related components from suppliers
based on our technical specifications. Suppliers warrant that products are brand-new and compliant
with agreed standards.
Delivery and acceptance. We inspect and test hardware upon delivery, and reserve the right
to reject non-conforming items. Risk and title pass to us after acceptance.
Pricing and payment. Pricing is fixed and inclusive of tax, freight, and other costs. Payment
may be made upfront or in stages, subject to valid V A T invoicing.
Quality warranty. Suppliers must repair or replace defective products during the warranty
period. We are entitled to compensation if they fail to meet contractual standards.
Termination. We may terminate for material breach or significant delivery delays. Termination
clauses also cover force majeure and insolvency.
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Key terms of our agreements with providers of software licenses and services are set out
below:
Software license and services. We obtain perpetual licenses and may engage suppliers to
install or customize software. Suppliers must ensure the legality, functionality, and security of the
software.
Delivery and testing. Acceptance testing is performed after installation, with the software
deemed accepted upon meeting agreed criteria. We may reject software that fails to meet
requirements.
Pricing and payment. We usually pay in two installments tied to delivery and final acceptance.
Suppliers must issue valid invoices for each payment.
Support and maintenance. Suppliers provide free technical support and maintenance for a
defined period, covering bug fixes and performance issues.
Termination. We may terminate for non-performance or repeated failure to deliver. Standard
termination provisions also apply for mutual agreement, force majeure, or insolvency.
Key terms of our agreements with providers of cloud services are set out below:
Cloud services. We engage suppliers to provide services such as network security assessments
or platform resources. Deliverables are defined contractually.
Responsibilities and data security. Suppliers must protect data confidentiality and avoid
disrupting our systems. Work products are typically owned by us.
Pricing and payment. Fees are fixed and typically paid in two installments, subject to
invoicing and acceptance of deliverables.
Acceptance of services. We review service results within a defined period. If deliverables are
incomplete or non-compliant, suppliers must rectify them at their own cost.
Intellectual property and confidentiality. Suppliers are required to maintain strict
confidentiality and ensure that all tools used are properly licensed. IP generated under the contract
belongs to us.
Termination. Contracts may be terminated for breach, delay, or force majeure. Penalties may
apply for late performance, without prejudice to our rights to claim damages.
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 suppliers.
OVERLAPPING CUSTOMER AND SUPPLIER
In 2025, Customer J was also among our five largest suppliers for the same year. We primarily
procured research and development services from, and provided AI software, platforms, and
technical services to Customer J. In 2025, our revenue generated from Customer J accounted for
5.9% of our total revenue of the same year, and our procurement from Customer J accounted for
3.2% of our total purchases of the same year. We did not make procurement from Customer J in
2023 or 2024.
Negotiations of the terms of our sales to and purchases from Customer J were conducted on
an individual basis. Our sales and procurement involved distinct entities within Customer J’s group.
To the best of our knowledge, these entities operate independently with separate business scopes.
Furthermore, the sales and purchases were neither inter-connected nor inter-conditional with each
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other. We provided AI software, platforms, and technical services to Customer J, whereas our
procurement from Customer J was driven by our research and development needs. Our Directors are
of the view that all of our sales to and purchases from Customer J were conducted in the ordinary
course of business under normal commercial terms and in arm’s length transactions, which is
concurred by the Sole Sponsor. According to CIC, our sales to and purchases from customers are
in line with industry practices.
Save as disclosed above, none of our five largest customers was also among our five largest
suppliers in the same year during the Track Record Period, and vice versa.
MARKETING AND SALES
We have established a strategic sales network covering key economic regions across China,
with a primary focus on core cities including Beijing, Shenzhen, Tianjin, Shanghai, Changsha,
Chongqing, and Xi’an, and continue to expand into other high-growth target markets. Our sales
teams are strategically located in close proximity to our customers, enabling rapid response times
and localized service support.
As of the Latest Practicable Date, our dedicated local sales team currently comprises 41
members, strategically covering sales channels in over 20 provinces. This localized presence
enables us to respond rapidly to customer needs, build strong relationships with key clients, and
tailor our offerings to each regional market.
In addition to our direct sales force, we plan to develop a network of integrated channel
partners. See “— Commercialization and Path to Profitability”.
Our marketing strategy is developed based on evolving AI technology trends and market
demands. We utilize integrated online and offline brand marketing initiatives to enhance brand
awareness, reach targeted customers, generate sales leads, and consistently position ourselves as a
leading brand for government and corporate organizations market segments.
We host new product launches and actively participate in over 40 international industry
exhibitions, technology forums, industry summits, and high-level executive events per annum
during the Track Record Period, showcasing our benchmark case studies across sectors. Our sales
approach combines direct sales through our own professional sales force and indirect sales through
channel partners. Our dedicated marketing support teams, comprising experienced sales
professionals and technical experts, provide tailored big data and AI services to government and
enterprise customers. These teams effectively drive project implementation through efficient
execution aligned with specific market requirements. We adhere strictly to applicable regulatory
requirements and industry standards, implementing market-oriented pricing strategies while
regularly monitoring competitor pricing dynamics to ensure our products and services remain
competitively priced. Our refined Customer Relationship Management system meticulously
manages the entire sales lifecycle from lead generation to revenue recognition, closely monitoring
daily activities of sales managers and coordinating channel partner collaborations. This structured
approach has enabled us to achieve substantial market share across multiple industries, serving
thousands of government and enterprise customers with comprehensive big data and AI application
services.
COMPETITION
Our operations are influenced by developments in China’s enterprise AI industry, particularly
the enterprise large model-driven decision-making market. China’s enterprise large model-driven
decision intelligence market is fragmented. Based on 2025 revenue, the top five players accounted
for a combined market share of 44.8%. We were the largest enterprise large model-driven decision
intelligence company in China in terms of 2025 revenue, with a market share of 10.2%.
Furthermore, we were the eighth largest player in China’s enterprise large model market in 2025
with a market share of 2.2%. We face competition from peers who also provide enterprise large
model and large model-driven decision-making services in China. Among this peer group, the
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leading players are mostly major Chinese AI incumbents. However, we believe we are well
positioned due to our strong in-house R&D capabilities, extensive industry experience and
commercialization track record as well as our experienced core management team. For further
information regarding the enterprise large model-driven decision-making market, see “Industry
Overview” and “Risk Factors — Risks Relating to Our Business and Industry — If we do not
successfully develop and deploy new technologies to address the needs of our customers or if our
investment in research and development does not yield the expected results, our business, financial
condition and results of operations may be materially and adversely affected.”
SEASONALITY
Our revenue, operating results, and other key performance metrics are subject to seasonal
fluctuations, typically increasing during the second half of the year, particularly in the fourth
quarter. This pattern is common among enterprises providing similar services. As most of our
enterprise and government customers’ financial years end on the last day of the calendar year, our
sales tend to peak in the fourth quarter, with the majority of our revenue generated during this
period. This is because our customers generally complete project inspections and progress
recognition close to year-end. Consequently, our revenue in the second half of the year during the
Track Record Period was higher than in the first half.
EMPLOYEES
Our human resources department is responsible for talent acquisition, employee capability
enhancement, performance and incentive management. As of December 31, 2025, we had 570
full-time employees, most of whom were based in seven cities across China and Hong Kong. The
table below sets forth the number of our employees by function as of December 31, 2025:
As of
December 31, 2025 % of Total
R&D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118250 43.9
Engineering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111887 15.3
Sales and Marketing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144 25.3
Administration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111889 15.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118570 100.0
We require fairness and transparency in our recruitment processes and place emphasis on
diversity in our recruitment. We welcome talents from different backgrounds to join us in order to
increase our workplace diversity. We adopt a hybrid recruitment process and recruit candidates
through both online and traditional methods.
We provide various forms of incentives for our employees. We have implemented reward
systems such as share incentive schemes, performance appraisal bonuses, sales bonuses, operation
bonuses, innovation bonuses, among others, to reward employees for outstanding performance and
innovation at work. We provide a variety of employee benefits, including medical insurance,
holiday gifts and other benefits to create better work-life balance for our employees. We pay
attention to our employees’ individual career development plans. We implement transparent
promotion procedures, including a performance review system under which our employees’
performance and competence are regularly evaluated. We aim to more closely align the personal
career development of our employees with business development. We provide training for newly
hired employees and conduct training sessions from time to time. For sales personnel, we offer sales
training programs. We abide by the relevant labor laws and regulations in our dismissal process. As
required under PRC law and regulations, we participate in various employee social security plans
that are organized by applicable local municipal and provincial governments, including housing,
pension, medical, maternity, work-related injury and unemployment benefit plans.
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During the Track Record Period, we have not paid social insurance and housing provident
fund contributions for certain of our employees in full amount in accordance with laws and
regulations related to social insurance and housing provident funds. In addition, our newly acquired
subsidiary, Xinhua Mobile Group, did not make full contributions to social insurance and housing
provident funds for certain employees as required under the relevant PRC laws and regulations. In
addition, since Xinhua Mobile Group has not established a local branch in certain cities, it is unable
to open social insurance and housing fund accounts for certain employees based in these cities and
entrusts third-party agency to pay social insurance and housing fund contributions under the name
of Xinhua Mobile Group. Under the terms of the share transfer and capital increase agreement, the
existing shareholders of Xinhua Mobile Group have undertaken that if Xinhua Mobile Group is
required to compensate employees or make supplementary payments for social insurance, housing
provident fund, late fees, or penalties due to failure to make full contributions, or due to entrusting
third parties to make such contributions on its behalf, all such liabilities shall be borne solely by
the existing shareholders, excluding Ucap Technology.
During the Track Record Period and up to the Latest Practicable Date, we have not been
subject to any administrative penalties by the competent government authorities as a result of our
contribution shortfall. As of the Latest Practicable Date, we did not receive any notification from
the relevant PRC authorities alleging that we had not fully contributed to the social insurance
premiums and housing provident funds and demanding payment of the same before a stipulated
deadline.
INSURANCE
Our Directors believe our insurance coverage is adequate and in line with industry norms that
we maintain insurance policies for certain properties, such as our vehicles. In line with general
market practice, we do not maintain any product liability insurance, business interruption insurance
or key-man life insurance, which are not mandatory under PRC Laws. See “Risk Factors — Risks
Relating to Our Business and Industry — Our limited insurance coverage could expose us to
significant costs and business disruption.” During the Track Record Period, we did not make any
material insurance claims in relation to our business.
A W ARDS AND RECOGNITIONS
The table below sets forth a summary of the major awards and recognitions we received during
the Track Record Period:
Y ear Award/Recognition Issuing authority/organization
2025 /H1118/H1118/H1118/H1118Second Prize, Beijing Science and Technology
Progress Award
Beijing Municipal People’s Government ( ̏ԯ
ִ݁)
2025 /H1118/H1118/H1118/H1118AI 100 Industry Application Benchmarks ( ɛʈ
౽ᅆϵɛึAI 100 Ꮠ͜ᅺӅ)
National “Specialized, Refined, Differentiated,
and Innovative” Little Giant Enterprise
Organizing Committee of the Global AI+
Summit
MIIT
2025 /H1118/H1118/H1118/H1118Y ayi LLM featured in “Panorama of High-
Quality Digital Transformation Products and
Services (2024)”
China Academy of Information and
Communications Technology
(Ӻ৫)
2025 /H1118/H1118/H1118/H1118Outstanding Chinese Artificial Intelligence
Enterprise
Beijing Economic-Technological Development
Area Management Committee ( ̏ԯ຾᏶Ҧஔ
ึ); Hurun China Forbes
Rich List (ᆗʕ਷ৌబ࿮)
2024 /H1118/H1118/H1118/H1118Comprehensive Competitiveness of Large
Model Enterprises Top 20
China Center for Information Industry
Development (CCID)
(Ӻ৫(Ӻ৫))
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Y ear Award/Recognition Issuing authority/organization
2024 /H1118/H1118/H1118/H1118Top 30 V alue-Creating AI Startups in China OxV alue (౽ঐ)
2024 /H1118/H1118/H1118/H11182024 Innovation Award (WIA2024) & “Top 50
Central SOE Intelligent Transformation
Solution Providers”
WIM2024 Organizing Committee &
EqualOcean (WIM2024 ଡ଼։ึʿᄂᆄ)
2024 /H1118/H1118/H1118/H1118Model Partner, Third Batch of Beijing General
Artificial Intelligence Industry Innovation
Partner Program
Organizing Committee of 2024 Global Digital
Economy Conference Artificial Intelligence
Forum (2024 Όଢᅰο຾᏶ɽึɛʈ౽ঐਖ਼ᕚ
ሞእଡ଼։ึ)
2024 /H1118/H1118/H1118/H1118Typical Application Case of Large Model
Scenario Application — Y ayi Large Model
Empowering Bank of Beijing
Organizing Committee of 2024 Global Digital
Economy Conference Artificial Intelligence
Forum (2024 Όଢᅰο຾᏶ɽึɛʈ౽ঐਖ਼ᕚ
ሞእଡ଼։ึ)
2024 /H1118/H1118/H1118/H1118Second Prize for Scientific and Technological
Progress
China Institute of Electronics ( ʕ਷ཥɿኪึ)
2024 /H1118/H1118/H1118/H11182023 Innovation Award (WIA2023) WIM2023 Organizing Committee &
EqualOcean (WIM2023 ଡ଼։ึʿᄂᆄ)
2024 /H1118/H1118/H1118/H1118Y ayi 2.0 Among 15 evaluated large models in
China-Selected large model
2024 China Large Language Model Evaluation
Analysis Result
2023 /H1118/H1118/H1118/H11182023 China Data Analytics and Artificial
Intelligence Technology Maturity Curve —
Sample V endors of Decision Intelligence
Gartner
2023 /H1118/H1118/H1118/H1118Second Prize, Beijing Science and Technology
Progress Award
Beijing Municipal People’s Government ( ̏ԯ
ִ݁)
2023 /H1118/H1118/H1118/H11182023 Top 10 Pioneer Enterprises in Scientific
and Technological Innovation 1st in AI Track
CAS III Union (Ҧ௴อҳ༟ପุ
ᑌຑ), sponsored by Chinese Academy of
Sciences Innovation and Investment
Industrial Union (ٰ)
2023 /H1118/H1118/H1118/H1118Second Prize, Grand Final of 2023 “Straight to
Wuzhen” Global Internet Competition
Organizing Committee of “Straight to Wuzhen”
Global Internet Competition (“ஷढᕄ”Όଢ
ʝᑌၣɽᒄଡ଼։ึ)
2023 /H1118/H1118/H1118/H1118Super AI Leader Award for DIOS (SAIL ᆤ) 2023 World Artificial Intelligence Conference
ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS
We are committed to promoting corporate social responsibility and sustainable development
and integrating it into our business operations. We view corporate social responsibility as part of
our core philosophy that is pivotal to our ability to create sustainable value for our shareholders by
embracing diversity and public interests. Accordingly, we will adopt a policy on environmental,
social and corporate governance, or ESG, responsibilities (the “ ESG Policy ”) based on
requirements set forth in the Appendix C2 Environmental, Social and Governance Reporting Code
of Main Board Listing Rules.
Our Board has the collective and overall responsibility for overseeing the ESG vision, policy
and target of the Group, and evaluating, determining and addressing our ESG-related risks at least
once a year. We have established an Environmental, Social, Governance Working Group (“ ESG
Working Group ”), which is oversighted by the Board and comprises members of management
representative including but not limited to representatives from the human resources center,
financial center. Our Board may assess and review the ESG-related risks and opportunities with the
ESG Working Group and approve ESG-related business strategies to enhance our ESG management
schemes. Our ESG Working Group holds regular meetings to discuss ESG, internal control and risk
management-related matters and receives reports from relevant departments, and submits reports to
our Board for evaluation on a regular basis.
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The key responsibility, authority and discretion of the ESG Working Group are as follows:
 Deal with ESG, internal control and risk management-related matters;
 Oversee and assess any ESG-related risks that we may face in our business operations;
 Identify and assess climate-related risks and opportunities that have potential impacts on
us; and
 Developing strategies of responding to climate change, setting targets of reducing
greenhouse gas (“ GHG”) emissions and guiding implementation efforts.
ESG Strategy and Risk Management
Assessment of ESG-related Issues
Our Group will conduct a risk assessment at least once a year to cover the current and
potential risks that we may face, including but not limited to, the risks arising from the ESG aspects
and strategic risk around disruptive forces such as climate change. Our Board will assess or engage
an external expert to evaluate the risks and review our existing strategies, targets and internal
control measures, and necessary improvement will be implemented to mitigate the risks.
In identifying, assessing, and prioritising material ESG topics, we consider our Group’s
business development strategies, industry characteristics, national policies where we operate, and
stakeholder expectations. Through stakeholder engagement and industry analysis, we have
identified key ESG issues that are most relevant to our operations. The table below outlines the
material ESG-related issues we identified, their potential risks and impacts, and the corresponding
strategies:
Material ESG-related issues Potential risks and impacts
Our strategies
(adopted/to be adopted)
GHG emissions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118During our operations, we
may generate GHG
emissions inevitably,
which exposes us to
potential climate-related
risks.
We regularly review the
GHG emission profile of
our operation to better
manage and control the
emissions.
Resource management /H1118/H1118/H1118/H1118/H1118Ineffective management of
resources can potentially
result in excessive energy
consumption, leading to
increased operational
costs.
We implement measures for
resource management and
promote energy
conservation in our
operation.
Climate change /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Physical and transition risks
induced by climate
change may cause
disruption during our
operation and could
increase the operational
cost.
We constantly monitor the
changes in ESG-related
regulatory requirements
and market trends.
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Material ESG-related issues Potential risks and impacts
Our strategies
(adopted/to be adopted)
Employee management /H1118/H1118/H1118/H1118Failure to comply with labor
laws can lead to lawsuits
and fines. In addition,
insufficient resources
dedicated to the
development of human
capital, such as a lack of
training and promotion
opportunities, may pose a
risk of higher turnover
rates and a less competent
workforce.
We prioritize the protection
of the lawful rights and
interests of our
employees. To ensure
compliance with
employment regulations,
we have established
internal policies. We also
provide employees with
various social benefits
and career development
opportunities.
Data privacy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Neglecting data privacy can
result in severe
consequences, including
regulatory penalties,
financial losses,
reputational damage, all
of which could lead to
business decline.
We are committed to
protecting the privacy of
all our employees and any
personal information
shared by our customers.
We have implemented
internal rules and policies
to govern how we use
personal information and
protect personal
information from loss,
abuse, unauthorized use,
leakage, alteration and
destruction.
Identification of Climate-related Risks
Due to our business nature and operational model, we face minimal climate-related risks. In
terms of physical risk, extreme weather events, such as more frequent storms, could disrupt
operations. In terms of transition risk, potential regulatory shifts in carbon emissions, energy
efficiency standards or disclosure requirements could impose compliance costs. We will actively
monitor updates in ESG compliance standards and industry developments.
Environmental Matters
We are committed to reducing the environmental impact of our operational activities. As we
are primarily engaged in providing AI technology services, we are not subject to significant health,
work safety, social or environmental risks. In addition, we believe that there are no environmental
laws and regulations in respect of air and GHG emissions, discharge into water and land, and
generation of hazardous and non-hazardous waste that would have a significant impact on our
business and operations. During the Track Record Period and up to the Latest Practicable Date, we
have not been subject to any fines or other penalties due to non-compliance in relation to health,
work safety, social or environmental regulations, nor have we incurred any material costs in relation
to compliance with applicable environmental protection rules and regulations. Given our business
nature, we do not expect that we will incur significant costs for compliance with applicable
environmental protection rules and regulations in the future.
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We are committed to improving our resource efficiency and increasing our employees’
environmental awareness. Owing to the nature of our business, we believe that our operations are
not major sources of environmental pollution as they do not involve any significant direct air
emissions, wastewater emissions, noise emissions and waste generation. Nonetheless, we have
implemented related internal ESG policies, including but not limited to the ESG Management
Policy ( ESG) and Climate Change Policy (ഄ). By implementing
energy-saving measures outlined in the Energy Management Policy (ഄ), we
encourage employees to conserve energy, specifically in computing power management and in
office operation. We have monitored our electricity consumption levels and implemented
energy-saving measures. In addition, we have monitored our water consumption levels and
implemented water conservation measures and we have implemented various measures to better
conserve resources in our operations.
For AI solutions providers like us, computing power and IT equipment constitute a key
component of our energy footprint. While we primarily utilize third-party cloud computing services
for our model training and inference, thereby minimizing our direct environmental impact, we
remain committed to optimizing energy efficiency across our proprietary IT infrastructure. Our
Energy Management Policy also governs the energy consumption of our computing power resources
and IT equipment, under which we prioritize the procurement of IT equipment with recognized
environmental and energy-saving certifications. Furthermore, we conduct regular inventories and
maintenance of our IT assets to phase out high-energy-consumption devices. These measures are
designed to ensure that our AI capabilities remain aligned with our broader target of reducing
electricity consumption intensity by approximately 3% by the end of 2030.
Social Matters
We are committed to creating an equal, harmonious workplace that is free from discrimination
and harassment. We have implemented employment policies, such as Employee Handbook (ʈ
˓̅), Employee Code of Conduct () and Compensation and
Performance Management Policy (), covering topics including but not
limited to benefit, dismissal, equal opportunity and anti-discrimination. We do not tolerate any form
of discrimination or harassment from our employees, customers, suppliers and other relevant
persons.
We are committed to protecting the privacy of all our employees and any personal information
shared by our customers. We have implemented internal rules and policies, including but not limited
to Data Security Management Policy () and Information Security
Management Policy () to govern how we use personal information and
protect personal information from loss, abuse, unauthorized use, leakage, alteration and destruction.
Due to our business nature, we are not subject to significant health and occupational safety
risks. During the Track Record Period and up to the Latest Practicable Date, we did not experience
any material accidents, claims for personal or property damage or compensation to employees and
we did not experience any material non-compliance of health and work safety laws and regulations.
ESG-Related Metrics
As we are an AI technology company and our business does not involve any manufacturing
or other industrial production, our operations do not have a direct negative impact on the
environment. However, we will adjust our operations to reduce indirect negative impacts on the
environment.
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Total electricity and water consumption relevant to our business operations during the Track
Record Period are set out below:
Y ear ended December 31,
Type of energy/resource 2023 2024 2025
Electricity
Total consumption amount (1) (MWh) /H1118/H1118/H1118/H1118/H1118/H1118404.9 446.7 442.0
Electricity consumption (MWh)/Employee /H1118/H1118 0.58 0.89 0.78
Electricity consumption (MWh)/Revenue
(RMB in millions) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.62 1.41 1.09
Water
Total water consumption
(1) (tonne) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,248.1 977.6 1,013.5
Water consumption (tonne)/Revenue
(RMB in millions) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.00 3.08 2.50
(1) Our consumptions of electricity and water were calculated based on the bills kept by us and the respective
charge in each year. Given that different locations may have different prices and prices may vary within a year,
the above data will vary from the actual use.
Our electricity consumption remained relatively stable, which is primarily driven by general
office size and requirements, including lighting, air-conditioning, office equipment, and IT
infrastructure required to support our operations, commensurate with our daily business activities.
Regarding water usage, the consumption is primarily correlated with our employees’ daily usage.
The higher water consumption in 2023 primarily reflected the consolidation of our operations into
dedicated office facilities and an increase in regional headcount in 2023. Water consumption figures
were calculated and derived on a pro rata basis using available utility bills and actual usage data,
while accounting for fluctuations in employee headcount. The subsequent decrease in water
consumption in 2024 was primarily attributable to the optimization of our team structure and
employee headcount, as well as their enhanced awareness and our efforts on water conservation.
Total GHG emissions relevant to our business operations during the Track Record Period are
set out below:
GHG emissions (1)
Y ear ended December 31,
2023 2024 2025
Scope 1 (tonne carbon dioxide equivalent
(“tCO2e”)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Scope 2 (tCO 2e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118251.2 277.2 274.3
Scope 3 (tCO 2e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118247.1 292.5 302.7
Total GHG emissions (tCO 2e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118498.3 569.7 577.0
GHG emissions (Scope 1 and 2)
(tCO 2e)/Revenue (RMB in millions) /H1118/H1118/H1118 1.01 0.87 0.68
GHG emissions (Scope 1, 2 and 3)
(tCO 2e)/Revenue (RMB in millions) /H1118/H1118/H1118 2.00 1.79 1.42
(1) The calculation of GHG emissions made reference to the GHG Protocol published by the World Business
Council for Sustainable Development (WBCSD) and the World Resources Institute (WRI). Due to the business
nature of the Group, there are no Scope 1 (Direct) emissions. Scope 2 (Energy Indirect) emissions cover GHG
emissions of indirect energy resulted from purchased electricity consumed by our operations. Scope 3 (Other
Indirect) emissions cover GHG emissions of indirect emissions in the Group’s value chain, specifically arising
from business air travel and electricity used for processing fresh water and sewage by government
departments.
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Environmental Targets
We have also set various goals to reduce our environmental impacts, and we continue to take
significant steps toward these targets:
 Electricity consumption: Reduce electricity consumption intensity by approximately
3% by the end of 2030.
 Water consumption: Reduce water consumption intensity by approximately 3% by the
end of 2030.
 GHG emissions: Reduce our Scope 1 and 2 GHG emissions intensity by approximately
3% by the end of 2030.
PROPERTIES
Our corporate headquarter is located in Beijing, China. As of the Latest Practicable Date, we
did not have any land use rights or own any real property.
As of the Latest Practicable Date, we leased and occupied 25 properties across Beijing,
Shanghai, Shenzhen and other cities in China with an aggregate gross floor area of approximately
11,043 square meters, which are mainly used as office space. Also see “Risk Factors — Risks
Relating to Legal and Compliance Requirements — We face certain risks relating to the properties
that we lease, which may disrupt our operations and relocation costs”. In particular, as of the Latest
Practicable Date:
 For 19 properties leased by us, the relevant lease agreements had not been registered
with the relevant housing authorities as required under PRC laws and regulations,
including the PRC Urban Real Estate Administration Law and the Administrative
Measures for Commodity House Leasing. According to these regulations, lessors and
lessees are required to enter into written lease agreements and register such agreements
with the relevant real estate administrative departments within 30 days of execution.
Failure to do so may result in the competent authorities ordering rectification within a
prescribed period and, in the case of non-compliance, the imposition of a fine of up to
RMB10,000 per unregistered lease agreement for entities. Under the PRC Civil Code,
the failure to complete lease registration and filing does not affect the validity of the
lease agreements. As of the Latest Practicable Date, we have lawfully occupied the
relevant leased and properties and have not received any notice from the housing
authorities requiring rectification or imposing any penalty in relation to such non-
registration. Accordingly, our PRC Legal Adviser is of the view that the failure to
register certain lease agreements does not have a material adverse effect on our business
operations or the Global Offering.
 The actual use of one leased property was for office purposes, whereas the planned use
recorded in the property ownership certificate was for industrial purposes. The leased
property is actually situated within an industrial park constructed and managed by the
local government department, which is intended for technology enterprises’ office use.
According to relevant PRC laws and regulations, including the PRC Land
Administration Law, property use may not be changed without approval, and
unauthorized change of use may result in the competent authorities requiring the land
user to return the land or imposing penalties. Since the party that may subject to
penalties for the such non-compliance is the lessor, we, as the lessee, would not be
subject to any penalty therefrom, but we may not be able to continue leasing such
property. We used such leased property solely for office purposes and this will not affect
the safety conditions of this leased property. As of the Latest Practicable Date, (i) neither
we nor our PRC subsidiaries have received any notice prohibiting the continued use of
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such property for office purposes; (ii) such property is used for office purposes and
alternative property is available in the relevant regions without material disruption to our
business; (iii) the area of such property is relatively small compared to our total leased
properties; and (iv) the relevant lease agreement contains undertakings from the lessor
to ensure our continued use of the property. Consequently, our PRC Legal Adviser is of
the view that the inconsistency between the actual use and the planned use of certain
leased property does not have a material adverse effect on our business operations or this
offering.
LICENSES, PERMITS AND CERTIFICATES
The following table sets forth the details of the material licenses and permits which we have
obtained as of the Latest Practicable Date in China:
No. License/Permit
Entity Holding
the License/
Permit Expiration Date Issuing Authority
1. /H1118/H1118/H1118Deep Synthesis Service
Algorithm Record (Υ
ࣩfor Y ayi
Large Model Content
Generation Algorithm
Our Company Filed on
2024.04,
without a
clear
expiration
date
CAC
2. /H1118/H1118/H1118Deep Synthesis Service
Algorithm Record (Υ
ࣩfor Y ayi
Large Model Algorithm
Our Company Filed on
2023.08,
without a
clear
expiration
date
CAC
3. /H1118/H1118/H1118CMMI Level V Our Company November 2027 CMMI Certified High
Maturity Lead Appraiser
4. /H1118/H1118/H1118Data Management Capability
Maturity Model Level 3
Our Company August 2028 China Electronic
Information Industry
Federation (“ ʕ਷ཥɿ
БุᑌΥึ”)
5. /H1118/H1118/H1118ITSS Information Technology
Service Operation and
Maintenance Level 3
Our Company September 2026 China Electronics
Standardization
Association (“ ʕ਷ཥɿ
ʈุᅺ๟ʷҦஔ՘ึ”)
Pursuant to our PRC Legal Advisor, during the Track Record Period and up to the Latest
Practicable Date, we obtained all material licenses, permits, approvals and certificates necessary to
conduct our actual business operations from the relevant government authorities in the PRC, and
such licenses, permits, approvals and certificates remain in full effect.
During the Track Record Period, we held qualification for the integration of the confidential
information systems. Since foreign investors may directly hold the equity interest of us after the
Listing and we would no longer be able to possess or renew the qualification after the Listing, we
have completed cancellation of such qualification with the relevant authority in June 2025. Our
results of operation and financial performance have not been materially and adversely impacted
since such cancellation, and we do not expect any material adverse impact on our business, financial
condition, or results of operations resulted from such cancellation in the future.
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On July 10, 2023, the CAC promulgated the Provisional Administrative Measures for
Generative Artificial Intelligence Services (جGenerative
Artificial Intelligence Services Measures”), effective on August 15, 2023, which set out the industry
standards and regulatory requirements for providing large model products and services in China. We
believe that we have met such industry standards and regulatory requirements, and we have
completed the algorithm record of Y ayi LLM in CAC and the generative artificial intelligence
services record of Y ayi LLM in the local cyberspace administration. For risks related to this new
regulation, see “Risk Factors — Risks Relating to Our Business and Industry — Actual or alleged
failure to comply with data privacy, cybersecurity, cross-border data transfer, and AI-related laws
and regulations could damage our reputation, deter current and potential customers from using our
AI services, and subject us to significant legal, financial and operational consequences.”
LEGAL PROCEEDINGS AND COMPLIANCE
We may from time to time become a party to various legal proceedings arising in the ordinary
course of business. Our Directors confirm that, during the Track Record Period and up to the Latest
Practicable Date, we had not been and were not a party to any material legal, arbitral or
administrative proceedings, and we were not aware of any pending or threatened legal, arbitral or
administrative proceedings against us or our Directors that could, individually or in the aggregate,
have a material adverse effect on our business, financial condition and results of operations.
The Interpretation II of the Supreme People’s Court of Issues Concerning the Application of
Law in the Trial of Labor Dispute Cases (༆
ᙑ(ɚ)) (the “New Judicial Interpretation”) was enacted by the Supreme People’s Court on July
31, 2025 and effective as of September 1, 2025. According to the New Judicial Interpretation, if the
employer and its employee agree or the employee undertakes that social insurance contributions
need not be paid, the People’s Court shall deem such agreement or undertaking invalid.
Furthermore, where the employer fails to pay social insurance contributions in accordance with the
applicable laws, and the employee seeks to terminate the labor contract and claims economic
compensation from the employer pursuant to the Labor Contract Law of the PRC, the People’s
Court shall support such claims. See “Regulatory Overview — Regulations Relating to Employment
and Social Security” for details. Our PRC Legal Advisor has advised us that the New Judicial
Interpretation does not expand the scope of penalties or repeal the provisions of existing laws and
regulations and the risk of us being materially affected by the issue of social insurance and housing
provident fund payment is relatively low, provided that we pay the unpaid amount for social
insurance and housing provident fund in full amount in a timely manner if we receive notices to
rectify the non-compliance from the relevant PRC authorities.
Business Activities in relation to Regions and Entities subject to International Sanctions
During the Track Record Period, our Group provided information and AI services in aspects
including media data sharing, and network service maintenance to certain customers that have been
designated by the BIS to the Entity List, including one customer that has also been designated by
OFAC as an SDN. The Provision of “material assistance” to the said customer (and any entity
owned by it at 50% or greater level) could create exposure under U.S. secondary sanctions. Based
on review of all our transaction records since April 24, 2019, the transactions were denominated in
RMB, with the transactions involving the aforementioned SDN customer totalling approximately
RMB5.3 million, including approximately RMB0.7 million during the Track Record Period. As
advised by our International Sanctions Legal Advisor, given the nature of the transactions involving
the said customer, including that our Group was not engaged in any exports or transactions of any
items subject to the EAR to the said customer, export restrictions applicable to the said customer
being designated on the Entity List maintained by the BIS were not implicated, and as such, these
transactions do not represent a violation of the International Sanctions and U.S. export controls.
Furthermore, in light of the transactions with the said customer and the fact that all such
transactions were of relatively small amount and did not involve any U.S. person, U.S. processing
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banks or any other U.S. nexus, as advised by our International Sanctions Legal Advisor, it is
unlikely for our Group to be viewed as provision material assistance to the said customer and hence
it is unlikely that such transactions will induce the exercise of discretionary authority under
secondary U.S. sanctions.
During the Track Record Period, our Group procured certain PRC ICs chips that meet the
parameters for the control under ECCN 3A090 from an affiliated entity of Supplier B, one of our
top five suppliers in 2023 and 2024, respectively. via a third-party distributor, totalling RMB23.6
million in 2023 and RMB6.6 million in 2024 (“ Historical Procurements ”). We did not make such
procurement in 2025. On May 13, 2025, the BIS issued a Guidance on Application of General
Prohibition 10 (“ GP10 ”) to People’s Republic of China (PRC) Advanced-Computing Integrated
Chips (ICs) (the “ Guidance ”), alerting industry to the risks of using PRC advanced computing ICs
and warning that the use of such PRC advanced computing ICs risks violating U.S. export controls
and may subject companies to BIS enforcement action. The Historical Procurements of the said
chips before May 13, 2025 when our Group had no knowledge that such chips were subject to
presumption of GP10 restrictions, is unlikely to represent a violation of the relevant GP10 rule BIS
quoted because the “knowledge” element is not established, and our Group has not acted in
violation of the Guidance since May 13, 2025. On-premise resources provide continuous, dedicated
performance with high reliability, whereas cloud computing resources offer high elasticity and
scalability. We retain both to ensure our computing resources remain flexible and resilient, which
is critical for effectively addressing the diverse and dynamic requirements of our R&D tasks.
Throughout the Track Record Period, we predominantly utilized cloud computing resources from
mainstream suppliers to handle more than 90% of our AI inference and training tasks. The said chips
deployed on-premise, handling a minor fraction of our inference and training tasks during the Track
Record Period, played a nonessential role in developing our AI services and core technology. The
said chips have not been used in provision of services to our customers during the Track Record
Period.
We had not made any subsequent procurement of any chips meeting the ECCN 3A090
parameter specified in the Commerce Control List since the issuance of the Guidance (i.e., on or
after May 13, 2025). We held no inventory balance of the aforementioned chips as of December 31,
2025. Furthermore, based on the information provided by the Group, in particular, the assessment
conducted by the Group, none of the AI LLM or any AI models of the Group have met the
“parameters” of AI models trained utilizing 10^26 or more “operations”, as specified under the
ECCN 4E091 in the Commerce Control List. Other than the use of the aforementioned procured
chips, the Group has not utilized any U.S. technology, items or involves any transfer, exports, or
sales of any products subject to the EAR, during the Track Record Period. None of the said chips
was used in any provision of services or any transactions with any of the customers that have been
designated by the BIS to the Entity List, and since the issuance of the Guidance, the Group has not
used to use such ICs internally and in any provision of services or any transactions with any
customers. Therefore, as advised by our International Sanctions Legal Advisor, the Historical
Procurements of the said chips do not appear to represent a violation of the applicable U.S. export
controls.
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OVERVIEW
Upon Listing, the Board will consist of nine Directors, comprising five executive Director,
one non-executive Director and three independent non-executive Directors. Our Directors are
appointed for a term of three years and are eligible for re-election upon expiry of their term of
office.
Our Board is responsible for, and has the general authority of, the management and operation
of our Company. The powers and duties of our Board include convening general meetings and
reporting our Board’s work at our Shareholders’ meetings, determining our business and investment
plans, formulating proposals for profit distributions, formulating the company’s management
system and exercising other powers, functions and duties as conferred by the Articles.
Our senior management is responsible for the day-to-day management and operations of our
Group.
BOARD OF DIRECTORS
The table below sets out certain information in relation to our Directors:
Name Age Position(s)
Time of
joining our
Group
Date of
appointment
as a Director Principal responsibilities
Wang Lei ( ˮᆾ) /H1118/H111841 Chairman and
executive Director
March 2017 March 2017 Overseeing the overall
strategic planning,
business direction and
overall management of
our Group
Luo Yin ( ᖯˏ) /H1118/H1118/H111840 Executive Director
and chief executive
officer
March 2017 March 2017 Overseeing the day-to-day
operations, overall
business strategy and
planning of our Group
Qu Baoyu
(Ϝᘒ͗) /H1118/H1118/H1118/H1118/H1118/H1118
48 Executive Director
and vice-president
April 2019 March 2021 Overseeing the overall
management of the
internal matters of our
Group
Cao Jia (࢕)H1118/H1118/H111842 Executive Director,
chief technology
officer and head of
AI general
application division
March 2017 March 2017 Advising on the overall
development of the AI
general application
division of our Group
Zhang Xina
(ࢆ)H1118/H1118/H1118/H1118/H1118
41 Executive Director
and head of
corporate business
division
March 2017 June 2025 Advising on the overall
development of the
corporate business
division of our Group
Zhou Jun (ࠏ)H1118/H111852 Non-executive
Director
September
2020
September
2020
Participating in the
decision-making in respect
of major matters of our
Group
Xu Huansheng
(ᛇ͛) /H1118/H1118/H1118/H1118/H1118/H1118
46 Independent non-
executive Director
February
2023
February
2023
Providing independent
advice to the Board
Gu Fenling
(ޛ)H1118/H1118/H1118/H1118/H1118/H1118
62 Independent non-
executive Director
February
2023
February
2023
Providing independent
advice to the Board
Jiang Xianling
(ޛ)H1118/H1118/H1118/H1118/H1118/H1118
61 Independent non-
executive Director
February
2023
February
2023
Providing independent
advice to the Board
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Executive Directors
Dr. Wang Lei ( ˮᆾ), aged 41, is an executive Director and Chairman of our Board,
overseeing the overall strategic planning, business direction and overall management of our Group.
Dr. Wang has over 16 years of experience in AI related product and business development and
management. He held various positions at the CASIA, including engineer, associate researcher, and
researcher between April 2009 and June 2021. In March 2017, Dr. Wang co-found our Company.
Dr. Wang obtained a doctorate degree of management major in management of science and
engineering from the Tianjin University in the PRC in January 2016.
Dr. Luo Yin ( ᖯˏ), aged 40, is an executive Director and chief executive officer of our
Company, overseeing the day-to-day operations, overall business strategy and planning of our
Group.
Dr. Luo has over 15 years of experience in AI related product and business development and
management. From August 2010 to May 2012, he served as an engineer at the CASIA. From April
2012 to March 2015, he worked as an engineer in the Operation and Maintenance Department of
China Mobile Communications Group Guizhou Co., Ltd. He then worked at CASIA from July 2015
to January 2022, during which he served as deputy chief engineer and obtained the professional title
of senior principal engineer in 2021. In March 2017, Dr. Luo co-found our Company.
Dr. Luo obtained a Ph.D in business administration from Beijing Institute of Technology in
June 2019.
Mr. Qu Baoyu ( Ϝᘒ͗), aged 48, is an executive Director and vice-president of our
Company, overseeing the overall management of the internal matters of our Group.
Mr. Qu has over 24 years of experience in strategic and business development of media related
technological products, and was the chief technology officer at China Daily Online between
February 2001 and March 2020. Mr. Qu joined our Company in April 2019 and was a Board
secretary from March 2020 to June 2025.
Mr. Qu obtained a master’s degree of business administration from the University of
International Business and Economics in Beijing, China in June 2016 and is a senior engineer.
Mr. Cao Jia (࢕)aged 42, is an executive Director, chief technology officer and head of
AI general application division of our Group, advising on the overall development of the AI general
application division of our Group.
Mr. Cao has over 12 years of experience in AI related product development. He was a senior
engineer at the CASIA between July 2012 and January 2022. In March 2017, Mr. Cao joined our
Company.
Mr. Cao obtained a master’s degree of software engineering from Peking University in July
2012 and holds a Project Management Professional (PMP) certification.
Ms. Zhang Xina (ࢆ)aged 41, is an executive Director and head of the corporate
business division of our Group, advising on the overall development of the corporate business
division of our Group.
Ms. Zhang has over 13 years of experience in project management. She was a project manager
at the CASIA from May 2013 to January 2022. Ms. Zhang joined our Company in March 2017 and
was the supervisor of our Company from March 2017 to June 2025.
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Ms. Zhang obtained a bachelor’s degree of engineering major in computer science and
technology from the Second Artillery Engineering College of the People’s Liberation Army in July
2008.
Non-executive Director
Mr. Zhou Jun (ࠏ)aged 52, is a non-executive Director, participating in the decision-
making in respect of major matters of our Group.
Since 2007, he has held various positions at Shenzhen Capital Group Co., Ltd., including
investment manager, deputy general manager of the North China headquarters, and currently serves
as the executive general manager. He was appointed as our Director in September 2020 and was
re-designated as non-executive Director in June 2025.
Mr. Zhou obtained a master’s degree of business administration from Tsinghua University in
July 2006.
Independent non-executive Directors
Mr. Xu Huansheng (ᛇ͛), aged 46, is an independent non-executive Director, providing
independent advice to the Board.
Mr. Xu served as senior product manager of Baidu Online Network Technology (Beijing) Co.,
Ltd., a wholly owned subsidiary of Baidu, Inc. (a company listed on the Stock Exchange, stock
code: 9888) from February 2012 to March 2015. Since April 2015, he has served as chief strategy
officer of Dingdang Medicine Express Technology Group Ltd., a consolidated affiliated holding
entity of Dingdang Health Technology Group Ltd (a company listed on the Stock Exchange, stock
code 9886). He has also been an independent director of ZBOM Home Collection Co., Ltd, a
company listed in the Shanghai Stock Exchange (Stock Code: 603801) since August 20, 2024. Mr.
Xu was appointed as our independent non-executive Director in February 2023.
Mr. Xu obtained a master’s degree of business administration from Fordham University in the
United States of America in February 2009.
Ms. Gu Fenling (ޛ)aged 62, is an independent non-executive Director, providing
independent advice to the Board.
Ms. Gu has extensive experience in academia, financial management, and corporate
governance, she has been a professor of the School of Accounting of Capital University of
Economics and Business in Beijing, China since July 2005 and over the years, she served various
positions, including the vice dean and dean of the School of Accounting, in Capital University of
Economics and Business. Ms. Gu’s principal areas of research include, among others, auditing,
corporate governance and internal audit and principally teaching in undergraduate, post-graduate
and doctorate courses of auditing, audit theory and practice, as well as auditing in relation to
specific topic (e.g. government auditing). Ms. Gu first obtained her independent director
qualification from the Shanghai Stock Exchange in August 2012 and since then she has been
independent directors of various PRC listed companies, including in recent years, Beijing Tiantan
Biological Products Corporation Limited (a company listed on the Shanghai Stock Exchange, Stock
Code: 600161), Sumavision Technologies Co., Ltd. (a company listed in the Shenzhen Stock
Exchange, Stock Code: 300079) and North Navigation Control Technology Co., Ltd. (a company
listed in the Shanghai Stock Exchange, Stock Code: 600435) since June 23, 2020, November 9,
2022 and June 8, 2021 respectively responsible for providing independent opinions and judgments
to the board. Ms. Gu is also the chairlady of the audit committees of these listed companies
responsible for reviewing of financial statements, internal control system supervision, internal and
external audit communication and evaluation, and supervision of the company’s financial
compliance. Ms. Gu was appointed as our independent non-executive Director in February 2023.
DIRECTORS AND SENIOR MANAGEMENT
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Ms. Gu obtained a doctorate degree of management major in accounting from the Chinese
Academy of Fiscal Sciences in Beijing, China in July 2005 and is a certified public accountant.
Ms. Jiang Xianling (ޛ)aged 61, is an independent non-executive Director, providing
independent advice to the Board.
Ms. Jiang held various positions in the University of International Business and Economics in
China, including professor and vice dean of the School of International Economics and Trade from
January 2005 to June 2014, a director of the Academic Affairs Office from July 2014 to August
2021, dean of the International College from September 2021 to May 2023. She has served as
professor of the School of International Economics and Trade of the University of International
Business and Economics in China since May 2023. She was appointed as our independent
non-executive Director in February 2023.
Ms. Jiang obtained a doctorate degree of economics major in international trade from the
University of International Business and Economics in Beijing, China in June 2002.
SENIOR MANAGEMENT
Our executive Directors and senior management are responsible for the day-to-day operations
and management of our Group.
The table below sets out certain information regarding our senior management. For
information concerning our senior management who also serve as executive Directors, see “—
Board of Directors” above.
Name Age Position(s)
Time of
joining our
Group
Date of
appointment
as a senior
management Principal responsibilities
Wang Lei ( ˮᆾ) /H1118/H111841 Chairman and
executive Director
March 2017 March 2017 Overseeing the overall
strategic planning,
business direction and
overall management of
our Group
Luo Yin ( ᖯˏ) /H1118/H1118/H111840 Executive Director
and chief executive
officer
March 2017 March 2017 Overseeing the day-to-day
operations, overall
business strategy and
planning of our Group
Qu Baoyu
(Ϝᘒ͗) /H1118/H1118/H1118/H1118/H1118/H1118
48 Executive Director
and vice-president
April 2019 March 2020 Overseeing the overall
management of the
internal matters of our
Group
Cao Jia (࢕)H1118/H1118/H111842 Executive Director,
chief technology
officer and head of
AI general
application division
March 2017 March 2017 Advising on the overall
development of the AI
general application
division of our Group
Ma Li ( ৵ɢ) /H1118/H1118/H1118/H111834 Board secretary and
joint company
secretary
May 2025 June 2025 Responsible for Board
related matters, capital
markets and corporate
governance of our Group
Zheng Chaomin
(ቍ൴ઽ) /H1118/H1118/H1118/H1118/H1118
35 Chief financial officer May 2025 May 2025 Responsible for the overall
implementation of
financial strategy of our
Group
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For the biographies of Dr. Wang, Dr, Luo, Mr. Qu Baoyu and Mr. Cao Jia, see “— Executive
Directors” above.
M r .M aL i( ৵ɢ), aged 34, is the Board secretary and joint company secretary of our
Company, responsible for Board related matters, capital markets and corporate governance of our
Group.
From September 2016 to February 2018, he served as investment associate in CIC Capital
Corporation involved in overseas direct investments. He joined the investment banking department
of China International Capital Corporation Limited (a company listed on the Shanghai Stock
Exchange, stock code: 601995, and the Stock Exchange, stock code: 3908) in March 2018 where
he assumed various positions and last served as vice-president until November 2024. Mr. Ma was
appointed as our Board secretary in June 2025.
Mr. Ma obtained a bachelor’s degree of information management and information systems and
a master’s degree in accounting from the School of Economics and Management of Tsinghua
University in July 2014 and June 2016, respectively.
Mr. Zheng Chaomin ( ቍ൴ઽ), aged 35, is the chief financial officer of our Company,
responsible for the overall implementation of financial strategy of our Group.
Mr. Zheng has over 10 years of experience in accounting and audit, and worked in notable
accounting firms including ShineWing Certified Public Accountants and Grant Thornton Certified
Public Accountants. From August 2019 to May 2025, he was a director of RSM China CPA LLP .
Mr. Zheng was appointed as our chief financial officer in May 2025.
Mr. Zheng obtained a bachelor’s degree of pharmaceutical engineering from Tianjin
University in the PRC in July 2013.
OTHER INFORMATION
Except as disclosed in this prospectus, (i) each of our Directors and senior management has
not been a director of any public company whose securities of which are listed on any securities
market in Hong Kong or overseas in the three years immediately preceding the date of this
prospectus; (ii) none of our Directors has any interest in a business which materially competes or
is likely to compete, directly or indirectly, with our business, and requires disclosure under Rule
8.10 of the Listing Rules; and (iii) none of our Directors and senior management is related to other
Directors and members of the senior management.
Except as disclosed above, to the best knowledge, information and belief of our Directors
having made all reasonable inquiries, there was no other matter with respect to the appointment of
our Directors that needs to be brought to the attention of the Shareholders, and there was no
information relating to our Directors that is required to be disclosed pursuant to Rule 13.51(2)(h)
to (v) of the Listing Rules and no other matters are required to be brought to the attention of
Shareholders as of the Latest Practicable Date.
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 June 2025, and (ii) understands his or her obligations as a
director of a listed issuer on the Stock Exchange under the Listing Rules.
Each of our independent non-executive Directors has confirms that (i) his or her independence
as regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he or she
has no past or present financial or other interest in the business of our Company or its subsidiaries
or any connection with any core connected person of our Company under the Listing Rules as of
the Latest Practicable Date, and (iii) there are no other factors that may affect his or her
independence at the time of his or her appointment.
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JOINT COMPANY SECRETARIES
M r .M aL i( ৵ɢ) was appointed as joint company secretary of our Company in June 2025.
See “— Senior Management” above for his biographical details.
Mr. Lam Kang Chi (ᄡ) aged 46, was appointed as joint company secretary of our
Company in June 2025. He is an assistant manager of SWCS Corporate Services Group (Hong
Kong) Limited. Mr. Lam obtained a master’s degree of corporate governance from Hong Kong
Metropolitan University and a bachelor’s degree of business management from The University of
Bradford, the United Kingdom. He is a fellow member of the Hong Kong Chartered Governance
Institute and possesses more than 10 years of working experience in the company secretarial field.
BOARD COMMITTEES
Our Board has established the audit committee, the remuneration committee and the
nomination committee.
Audit Committee
We have established the audit committee with written terms of reference in compliance with
Rule 3.21 of the Listing Rules and the Corporate Governance Code set out in Appendix C1 to the
Listing Rules.
The primary duties of the audit committee are to review and supervise our financial reporting
process and internal control system of our Company, risk management and internal audit, provide
advice and comments to our Board and perform other duties and responsibilities as may be assigned
by our Board. The audit committee consists of three members, namely Ms. Gu Fenling, Mr. Xu
Huansheng and Ms. Jiang Xianling. The chairperson of the audit committee is Ms. Gu Fenling, who
is our independent non-executive Director with appropriate accounting and related financial
management expertise as required under Rules 3.10(2) and 3.21 of the Listing Rules.
Remuneration Committee
We have established the remuneration committee with written terms of reference in
compliance with Rule 3.25 of the Listing Rules and the Corporate Governance Code set out in
Appendix C1 to the Listing Rules.
The primary duties of the remuneration committee are to establish, review and provide advices
to our Board on our policy and structure concerning remuneration of our Directors and senior
management and on the establishment of a formal and transparent procedure for developing policies
concerning such remuneration, make recommendations to our Board the terms of the specific
remuneration package of each executive Director and senior management and review and approve
performance-based remuneration by reference to corporate goals and objectives resolved by our
Directors from time-to-time. The remuneration committee consists of three members, namely Mr.
Xu Huansheng, Ms. Jiang Xianling and Mr. Qu Baoyu. The chairman of the remuneration
committee is Mr. Xu Huansheng.
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 set out in Appendix C1
to the Listing Rules.
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The primary duties of the nomination committee are to review the structure, size and
composition of our Board on a regular basis, assist the board in maintaining a board skills matrix,
and make recommendations to our Board regarding any proposed changes to the composition of our
Board; identify, select or make recommendations to our Board on the selection of individuals
nominated for directorships, and ensure the diversity of our Board members; assess the
independence of our independent non-executive Directors and make recommendations to our Board
on relevant matters relating to the appointment, re-appointment and removal of our Directors and
succession planning for our Directors; and support the Company’s regular evaluation of the Board’s
performance. The nomination committee consists of three members, namely Ms. Jiang Xianling, Dr.
Wang Lei and Mr. Xu Huansheng. The chairperson of the nomination committee is Ms. Jiang
Xianling.
DIRECTORS’ AND SENIOR MANAGEMENT’S REMUNERATION
Our Directors and senior management receive their remuneration in the form of basic annual
payments and performance-related annual payments, including fees, salaries, share-based
compensation, pension schemes contribution and other benefits in kind.
For the years ended 31 December 2023, 2024 and 2025, the total remuneration paid to our
Directors amounted to RMB26.87 million, RMB21.74 million and RMB18.85 million, respectively.
For the years ended 31 December 2023, 2024 and 2025, the total emoluments paid to the five
highest paid individuals (including 4 Directors and then supervisor, 4 Directors and then supervisor
and 3 Directors) by us amounted to RMB36.85 million, RMB29.06 million and RMB21.96 million,
respectively.
For the years ended 31 December 2023, 2024 and 2025, no payment was made by us to any
of the Directors or the five highest paid individuals as an inducement to join us or as compensation
for loss of office. None of the Directors waived their remuneration during the relevant period.
Pursuant to the existing arrangements that are currently in force as of the date of this
prospectus, the amount of remuneration (excluding discretionary bonuses but including share-based
payment) payable to our Directors by our Company for the year ending December 31, 2026 is
estimated to be approximately RMB6.42 million in aggregate.
The remuneration of our Directors and senior management is determined with reference to
factors including the responsibility, risk and commitment of our Directors and senior management,
the completion rate of our corporate profit, the assessment result of our target responsibility system,
the performance evaluation structure of each of our corporate departments and the salaries paid by
comparable companies.
Save as disclosed in this prospectus, no other payments had been made, or are payable, by any
member of our Company to our Directors during the Track Record Period. For additional
information on our Directors’ remuneration during the Track Record Period as well as information
on the highest paid individuals, see note 8 of the Accountants’ Report in Appendix I to this
prospectus.
CORPORATE GOVERNANCE CODE
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 the 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 upon Listing.
DIRECTORS AND SENIOR MANAGEMENT
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BOARD DIVERSITY POLICY
Our Company has adopted a board diversity policy which sets out the approach to achieve
diversity of the Board. Our Company recognizes and embraces the benefits of having a diverse
Board and sees increasing diversity at the Board level, including gender diversity, as an essential
element in maintaining our Company’s competitive advantage and enhancing our ability to attract,
retain and motivate employees from the widest possible pool of available talent. Pursuant to the
board diversity policy, in reviewing and assessing suitable candidates to serve as a director of our
Company, the nomination committee of our Board will consider a number of aspects, including but
not limited to gender, age, cultural and educational background, professional qualifications, skills,
knowledge, and industry and professional experience. In particular, our Company currently has
three female Directors in the Board and will continue to work towards enhancing the gender
diversity of the Board. Our Directors have a balanced mix of knowledge and skills, and we have
four non-executive Directors, including three independent non-executive Directors, with different
industry backgrounds. Taking into account our existing business model and specific needs as well
as the different background of our Directors, the composition of our Board satisfies our board
diversity policy. Pursuant to the board diversity policy, the nomination committee of our Board will
discuss periodically and when necessary, agree on the measurable objectives for achieving diversity,
including gender diversity, on the Board and recommend them to the Board for formal adoption.
CORE R&D TEAM MEMBERS
For further details of the experience of our core R&D team members, see “Business —
Research and Development”.
Pre-IPO Incentive Plans
We adopted the Pre-IPO Incentive Plans. For details, see “Statutory and General Information
— Pre-IPO Incentive Plans” in Appendix VI to this prospectus. As of the Latest Practicable Date,
all awards under the Pre-IPO Employee Share Schemes were granted to the specified participants
(by way of being limited partners of the relevant employee share platforms, namely, Wenge
Jiangcai, Wenge Zhicai, Zhongke Y oucai, Zhongke Cuicai, Zhongke Huicai, Zhongke Quncai and
Zhongke Yingcai; while all options under the Pre-IPO Share Option Scheme were granted to the
specified participants. No further options or awards will be granted under the Pre-IPO Incentive
Plans following the Listing.
COMPLIANCE ADVISER
Our Company has appointed Fosun International Capital Limited as our compliance adviser
upon the listing of our Shares on the Stock Exchange pursuant to Rule 3A.19 of the Listing Rules.
The material terms of the compliance adviser’s agreement entered into between our Company and
the compliance adviser are as follows:
(1) the compliance adviser shall provide our Company with services including guidance and
advice as to compliance with the requirement of the Listing Rules and other applicable
laws, rules, codes and guidelines, and accompany our Company to any meetings with the
Stock Exchange;
(2) our Company may terminate the appointment of the compliance adviser by giving a no
less than 30 days’ prior written notice to the compliance adviser. Our Company will
exercise such right in compliance with Rule 3A.26 of the Listing Rules. The compliance
adviser will have the right to terminate its appointment as compliance adviser under
certain specific circumstances and upon notification of the reason of its resignation to
the Stock Exchange; and
DIRECTORS AND SENIOR MANAGEMENT
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(3) during the period of appointment, our Company must consult with, and if necessary, seek
advice from the compliance adviser on a timely basis in the following circumstances:
(a) before the publication of any regulatory announcement, circular or financial report;
(b) where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues and share repurchases;
(c) where the Company proposes to use the proceeds of the Global Offering in a
manner different from that detailed in this prospectus or where our business
activities, developments or results deviate from any forecast, estimate or other
information in this prospectus; and
(d) where the Stock Exchange makes an inquiry of our Company regarding unusual
movements in the price or trading volume of our Shares.
The term of the appointment shall commence on the Listing Date and end on the date on which
we distribute our annual report in respect of our financial results for the first full financial year
commencing after the Listing Date.
DIRECTORS AND SENIOR MANAGEMENT
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SINGLE LARGEST GROUP OF SHAREHOLDERS
As of the Latest Practicable Date, our Company was directly owned as to approximately
1.78%, 4.64%, 2.42%, 16.57%, 0.67%, 3.96% and 0.62% by Dr. Wang, Dr. Luo, Prof. Zeng,
Zhongke Sanshi, Hainan Xinyi, Wenge Zhicai and Wenge Jiangcai respectively.
Zhongke Sanshi is a limited company incorporated under the laws of PRC and owned as to
approximately 75.87%, 13.43% and 10.70% by Dr. Wang, Prof. Zeng and Dr. Luo, respectively.
Each of Hainan Xinyi, Wenge Zhicai and Wenge Jiangcai, being limited partnerships established
under the laws of PRC, was controlled and managed by Dr. Wang in the capacity of executive
partner.
In June 2020, Dr. Wang, Dr. Luo and Prof. Zeng entered into an acting in concert agreement,
pursuant to which, Dr. Wang, Dr. Luo and Prof. Zeng agreed to act in concert in the Company’s
decision-making and in exercising their voting rights and management rights at the shareholders’
meeting and board of directors’ meeting of the Company respectively. If they could not reach a
consensus, Dr. Wang’s opinion would be used as the opinion for unanimous action (“ Acting-in-
Concert Arrangement ”).
As Zhongke Sanshi, Hainan Xinyi, Wenge Zhicai and Wenge Jiangcai are controlled by Dr.
Wang, and in view of the Acting-in-Concert Arrangement, Dr. Wang, Dr. Luo, Prof. Zeng, Zhongke
Sanshi, Hainan Xinyi, Wenge Zhicai and Wenge Jiangcai are, as of the Latest Practicable Date,
collectively interested in, and are entitled to exercise control over, an aggregate of approximately
30.66% of the voting rights of our Company. As of the Latest Practicable Date, none of the limited
partners of Wenge Zhicai and Wenge Jiangcai holds more than 30% of their partnership interest
respectively.
Immediately upon the completion of the Global Offering (assuming the Pre-IPO Share Option
and the Over-allotment Option are not exercised), Dr. Wang, Dr. Luo, Prof. Zeng, Zhongke Sanshi,
Hainan Xinyi, Wenge Zhicai and Wenge Jiangcai, by virtue of their shareholding together with the
Acting-in-Concert Arrangement, will be entitled to exercise the voting rights of approximately
28.03% of the enlarged issued share capital of our Company, and therefore they will be our Single
Largest Group of Shareholders upon Listing.
NO COMPETITION AND CLEAR DELINEATION OF BUSINESS
The Single Largest Group of Shareholders have confirmed that as of the Latest Practicable
Date, none of them or any of their respective close associates had any interest in a business that
competes or is likely to compete, either directly or indirectly, with our business, which is subject
to disclosure pursuant to Rule 8.10 of the Listing Rules.
INDEPENDENCE FROM THE SINGLE LARGEST GROUP OF SHAREHOLDERS
Having considered the following factors, our Directors are satisfied that we are able of
carrying out our business independently from the Single Largest Group of Shareholders and their
respective close associates upon Listing.
Management Independence
Our business is managed and conducted by our Board and senior management. Our Board
comprises five executive Directors, one non-executive Director and three independent non-
executive Directors. For details, see “Directors and Senior Management.”
RELATIONSHIP WITH THE SINGLE LARGEST GROUP OF SHAREHOLDERS
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Despite that Dr. Wang and Dr. Luo, our executive Directors, are the Single Largest Group of
Shareholders, our Directors are of the view that our Board and senior management team are able
to manage our business independently from the Single Largest Group of Shareholders and their
respective close associates for the following reasons:
 each of our Directors is aware of his or her fiduciary duties as a Director which require,
among other things, that he or she must act for the benefit of and in the best interests
of our Company and not allow any conflict between his or her duties as a Director and
his or her personal interests;
 our daily management and operations are carried out by our senior management team,
all of whom have substantial experience in the industry in which our Company is
engaged, and will therefore be able to make business decisions that are in the best
interests of our Group. For details of the industry experience of our senior management
team, see “Directors and Senior Management”;
 we have three independent non-executive Directors which (i) account for more than
one-third of the Board, (ii) do not and will not hold any directorships or management
positions in the Single Largest Group of Shareholders, and (iii) possess requisite
industry knowledge and experience and are qualified to provide independent, sound and
professional advice to our Company;
 in the event that there is a potential conflict of interest arising out of any transaction to
be entered into between our Group and our Directors or their respective associates, the
interested Director(s) is required to declare the nature of such interest before voting at
the relevant Board meetings of our Company in respect of such transactions. In addition,
the interested Director shall not vote (nor be counted in the quorum) on any resolution
of the Board approving any contract or arrangement or proposal in which he or she or
any of his or her close associates (as defined in the Articles) has/have a material interest
except for certain circumstances as set out in the Articles; and
 we have adopted a series of corporate governance measures to manage conflicts of
interest, if any, between our Group and the Single Largest Group of Shareholders and
their close associates which would support our independent management. For more
details, see “Corporate Governance Measures” below.
Based on the above, our Directors are satisfied that our Board as a whole together with our
senior management team is able to perform the managerial role in our Group independently.
Financial Independence
Our Group has an independent financial system. We make financial decisions according to our
own business needs and neither the Single Largest Group of Shareholders nor their close associates
intervene with our use of funds. In addition, we have also established an independent finance
department as well as implemented sound and independent audit, accounting and financial
management systems.
As of the date of this prospectus, there were no outstanding loans or guarantees provided by,
or granted to, the Single Largest Group of Shareholders or their respective close associates.
Our Directors believe that, upon Listing, our Company will be able to obtain further financing,
if necessary, upon market terms and conditions without relying on financial assistance or credit
support from the Single Largest Group of Shareholders or their close associates.
Based on the above, our Company considers there is no financial dependence on the Single
Largest Group of Shareholders or their close associates.
RELATIONSHIP WITH THE SINGLE LARGEST GROUP OF SHAREHOLDERS
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Operational Independence
We have full rights to make all decisions on, and to carry out, our own business operations
independently.
Our Company, through our subsidiaries, holds the licenses and qualifications necessary to
carry on our current business, and has sufficient capital, facilities, technology and employees to
operate the business independently from the Single Largest Group of Shareholders.
We have access to third parties independently from and not connected to the Single Largest
Group of Shareholders for sources of suppliers and customers. Based on the above, our Directors
are of the view that we are able to operate independently from the Single Largest Group of
Shareholders and their close associates.
CORPORATE GOVERNANCE MEASURES
Our Directors recognize the importance of good corporate governance in protecting our
Shareholders’ interests. We have adopted the following measures to safeguard good corporate
governance standards and to avoid potential conflict of interests between our Group and the Single
Largest Group of Shareholders:
 under the Articles of Association, where a Shareholders’ meeting is to be held for
considering proposed transactions in which any of the Single Largest Group of
Shareholders or any of their associates has a material interest, the Single Largest Group
of Shareholders or their associates will not vote on the relevant resolutions;
 our Company has established internal control mechanisms to identify connected
transactions. If our Company enters into connected transactions with the Single Largest
Group of Shareholders or any of their associates upon Listing, our Company will comply
with the applicable Listing Rules;
 the independent non-executive Directors will review, on an annual basis, whether there
are any conflicts of interests between our Group and the Single Largest Group of
Shareholders (the “ Annual Review ”) and provide impartial and professional advice to
protect the interests of our minority Shareholders;
 the Single Largest Group of Shareholders will undertake to provide all information
necessary, including all relevant financial, operational and market information and any
other necessary information as required by the independent non-executive Directors for
the Annual Review;
 our Company will disclose decisions on matters reviewed by the independent non-
executive Directors either in its annual reports or by way of announcements as required
by the Listing Rules;
 where our Directors reasonably request the advice of independent professionals, such as
financial advisers, the appointment of such independent professionals will be made at
our Company’s expenses; and
 we have appointed Fosun International Capital Limited as our compliance adviser under
Rule 3A.19 of the Listing Rules to provide advice and guidance to us in respect of
compliance with the applicable laws and regulations, as well as the Listing Rules,
including various requirements relating to corporate governance.
Based on the above, our Directors are satisfied that sufficient corporate governance measures
have been put in place to manage conflicts of interest that may arise between our Group and the
Single Largest Group of Shareholders, and to protect our minority Shareholders’ interests after
Listing.
RELATIONSHIP WITH THE SINGLE LARGEST GROUP OF SHAREHOLDERS
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So far as our Directors are aware, immediately after completion of the Global Offering and
the conversion of our Domestic Unlisted Shares to H Shares, assuming the Pre-IPO Share Option
and the Over-allotment Option are not exercised, the following persons will have an interest and/or
short position in the Shares or the underlying Shares which would fall to be disclosed to us and the
Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or will be 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:
As of the Latest Practicable Date
Immediately following the Global
Offering (assuming the Pre-IPO
Share Option and the Over-allotment
Option are not exercised)
Name of Shareholder Nature of Interest
Number of
Domestic
Unlisted Shares
or Underlying
H Shares
Approximate
percentage of
shareholding in
our total share
capital
Number of
H Shares
or Underlying
H Shares
Approximate
percentage of
shareholding in
our total share
capital (1)
Dr. Wang /H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner 2,816,151 1.78% 2,816,151 1.63%
Other (2) 11,177,306 7.06% 11,177,306 6.46%
Interest in controlled
corporation (3)
26,231,007 16.57% 26,231,007 15.15%
Interest in controlled
corporation (4)
6,268,709 3.96% 6,268,709 3.62%
Interest in controlled
corporation (4)
1,055,893 0.67% 1,055,893 0.61%
Interest in controlled
corporation (4)
974,524 0.62% 974,524 0.56%
Dr. Luo /H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner 7,339,783 4.64% 7,339,783 4.24%
Other (2) 6,653,674 4.20% 6,653,674 3.84%
Prof. Zeng /H1118/H1118/H1118/H1118/H1118Beneficial owner 3,837,523 2.42% 3,837,523 2.22%
Other (2) 10,155,934 6.42% 10,115,934 5.87%
Zhongke Sanshi /H1118/H1118Beneficial owner 26,231,007 16.57% 26,231,007 15.15%
Qianhai HB /H1118/H1118/H1118/H1118/H1118Interest in controlled
corporation (5)
12,622,305 7.98% 12,622,305 7.29%
Zeng Duan
(ಀ၌) /H1118/H1118/H1118/H1118/H1118/H1118
Beneficial owner (6) 112,356 0.07% (6) 112,356 0.06%
Interested in controlled
corporation (7)
9,853,173 6.23% 9,853,173 5.69%
Notes:
(1) The calculation is based on the total number of 173,101,207 H Shares in issue immediately after completion
of the Global Offering since 158,266,607 Domestic Unlisted Shares will be converted into 158,266,607 H
Shares and 14,834,600 H Shares will be issued pursuant to the Global Offering, assuming that the Pre-IPO
Share Option and the Over-allotment Option are not exercised.
(2) In June 2020, Dr. Wang, Dr. Luo and Prof. Zeng entered into an acting in concert agreement, pursuant to which,
Dr. Wang, Dr. Luo and Prof. Zeng agreed to act in concert in the Company’s decision-making and in exercising
their voting rights and management rights at the shareholders’ meeting and board of directors’ meeting of the
Company respectively. If they could not reach a consensus, Dr. Wang’s opinion would be used as the opinion
for unanimous action. (“ Acting-in-Concert Arrangement ”). The Acting-in-Concert Arrangement shall
continue to be effective following completion of the Global Offering. By virtue of the SFO, Dr. Wang, Dr. Luo
and Prof. Zeng are therefore beneficially interested and deemed to be interested in the total of 13,993,457
Shares held by each other pursuant to the Acting-in-Concert Arrangement. For details, see “Relationship with
the Single Largest Group of Shareholders”.
(3) Dr. Wang is interested in 75.87% share capital of Zhongke Sanshi. By virtue of the SFO, Dr. Wang is deemed
to be interested in the Shares held by Zhongke Sanshi.
(4) Dr. Wang acted as the executive partner of Wenge Zhicai, Hainan Xinyi and Wenge Jiangcai. By virtue of the
SFO, Dr. Wang is deemed to be interested in the Shares held by each of Wenge Zhicai, Hainan Xinyi and
Wenge Jiangcai. See “Share Capital — Conversion of Domestic Unlisted Shares into H Shares” for the
respective numbers of Domestic Unlisted Shares and H Shares held by the relevant controlled corporations
immediately before and after the completion of the Global Offering and the conversion of Domestic Unlisted
Shares into H Shares.
SUBSTANTIAL SHAREHOLDERS
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(5) Qianhai HB is the general partner of each of Hengbang Zhiyuan No.5, Hengbang Zhiyuan No. 20, Hengbang
Zhiyuan No.23, Hengbang Growth No.10 and Hengbang Growth No.5, all being shareholders of the Company.
By virtue of the SFO, Qianhai HB is deemed to be interested in the Shares held by each of Hengbang Zhiyuan
No.5, Hengbang Zhiyuan No. 20, Hengbang Zhiyuan No.23, Hengbang Growth No.10 and Hengbang Growth
No.5. See “Share Capital — Conversion of Domestic Unlisted Shares into H Shares” for the respective
numbers of Domestic Unlisted Shares and H Shares held by the relevant controlled corporations immediately
before and after the completion of the Global Offering and the Conversion of Domestic Unlisted Shares into
H Shares.
(6) Ms. Zeng is interested in 112,356 share options granted to her under the Pre-IPO Share Option Scheme. See
“Statutory and General Information — 4. Pre-IPO Incentive Plans” in Appendix VI to this prospectus for
details. The calculation of percentage is based on the total number of 112,356 H Shares which Ms. Zeng
subscribed pursuant to the terms of the Pre-IPO Share Option Scheme over 158,266,607 Domestic Unlisted
Shares currently in issue.
(7) Wenge Hongcai and Zhongke Y oucai are interested in 0.39% and 5.30% of the Shares. As Ms. Zeng is the
executive partner of each of Wenge Hongcai and Zhongke Y oucai, by virtue of the SFO, Ms. Zeng is deemed
to be interested in the Shares held by Zhongke Y oucai and Wenge Hongcai.
Save as disclosed herein, our Directors are not aware of any other person who will,
immediately after completion of Global Offering (assuming the Pre-IPO Share Option and the
Over-allotment Option are not exercised), have an interest or short position in Shares or underlying
Shares of the Company, which would be required to be disclosed to the Company and the Stock
Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or will, directly or
indirectly, be interested in 10% or more of the nominal value of any class of share capital carrying
rights to vote in all circumstances at general meeting of the Company.
SUBSTANTIAL SHAREHOLDERS
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This section presents certain information regarding our share capital prior to and after
completion of the Global Offering and the conversion of Domestic Unlisted Shares into H Shares.
BEFORE THE GLOBAL OFFERING
As of the Latest Practicable Date and immediately prior to the Global Offering and the
conversion of Domestic Unlisted Shares into H Shares, the registered and issued share capital of our
Company was RMB158,266,607, comprising 158,266,607 Domestic Unlisted Shares with a nominal
value of RMB1.00 each.
UPON COMPLETION OF THE GLOBAL OFFERING
Immediately after completion of the Global Offering and the conversion of Domestic Unlisted
Shares into H Shares, assuming that the Pre-IPO Share Option and the Over-allotment Option are
not exercised, the share capital of our Company will be as follows:
Description of Shares Number of Shares
Approximate
percentage of our
issued share
capital
H Share to be converted from Domestic Unlisted Shares /H1118/H1118/H1118 158,266,607 91.43%
H Shares to be issued pursuant to the Global Offering /H1118/H1118/H1118/H1118/H111814,834,600 8.57%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118173,101,207 100%
Immediately after completion of the Global Offering and the conversion of Domestic Unlisted
Shares into H Shares, assuming that the Over-allotment Option is fully exercised, the share capital
of our Company will be as follows:
Description of Shares Number of Shares
Approximate
percentage of our
issued share
capital
H Share to be converted from Domestic Unlisted Shares /H1118/H1118/H1118 158,266,607 90.27%
H Shares to be issued pursuant to the Global Offering /H1118/H1118/H1118/H1118/H111817,059,600 9.73%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118175,326,207 100%
DOMESTIC UNLISTED SHARES AND H SHARES
Upon completion of the Global Offering, the share capital of our Company will consist of H
Shares only. All H Shares are ordinary Shares in the share capital of our Company.
Apart from certain qualified domestic institutional investors in the PRC, the qualified PRC
investors under the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock
Connect and other persons who are entitled to hold our H Shares pursuant to relevant PRC laws and
regulations or upon approvals of any competent authorities, H Shares generally cannot be
subscribed for by or traded between legal or natural PRC persons.
The H Shares shall rank pari passu with each other in all respects and, in particular, will rank
equally for dividends or distributions declared, paid or made. All dividends for H Shares will be
denominated and declared in Renminbi, and paid in Hong Kong dollars or Renminbi. Other than
cash, dividends could also be paid in the form of shares.
SHARE CAPITAL
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CONVERSION OF DOMESTIC UNLISTED SHARES INTO H SHARES
Our Company has filed for a “full circulation” of the existing 158,266,607 Domestic Unlisted
Shares into H Shares on a one-for-one basis, and submitted the application reports, authorization
documents of the shareholders of Domestic Unlisted Shares for which an H-share “full circulation”
are applied, explanation about the compliance of share acquisition and other documents in
accordance with the requirements of the CSRC.
The relevant filings of the conversion of the existing 158,266,607 Domestic Unlisted Shares
held by the existing Shareholders into H Shares on a one-for-one basis have been completed on
March 24, 2026.
RESTRICTION ON TRANSFER OF SHARES ISSUED PRIOR TO LISTING DATE
The PRC Company Law provides that in relation to the public offering of a company, the
shares issued prior to the public offering shall not be transferred within a period of one year from
the date on which the publicly offered shares are listed on any stock exchange. Accordingly, Shares
issued by our Company prior to the Listing Date shall be subject to this statutory restriction and not
be transferred within a period of one year from the Listing Date.
PRE-IPO INCENTIVE PLANS
We adopted the Pre-IPO Incentive Plans, details of which are set forth in “Statutory and
General Information — Pre-IPO Incentive Plans” in Appendix VI to this prospectus.
REGISTRATION OF SHARES NOT LISTED ON AN OVERSEAS STOCK EXCHANGE
According to the Guidelines for the “Full Circulation” Program for Domestic Unlisted Shares
of H-share Listed Companies (Hˏ) announced by
the CSRC, the domestic shareholders of domestic unlisted shares shall handle share transfer
registration business in accordance with the relevant business rules of CSDC. Further, H-share
companies should submit the relevant status reports to the CSRC within 15 days after the transfer
registration with the CSRC of the shares involved in the application is completed.
CIRCUMSTANCES UNDER WHICH GENERAL MEETINGS ARE REQUIRED
For details of circumstances under which our Shareholders’ general meeting is required, see
“Appendix V — Summary of the Articles of Association”.
SHARE CAPITAL
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The following selected consolidated financial information and other financial data
relating to our Company as of and for the years ended December 31, 2023, 2024 and 2025
have been extracted from, and should be read in conjunction with, the Consolidated
Financial Statements and the accompanying notes and other financial information
appearing elsewhere in this prospectus. The audited consolidated financial information of
our Group is prepared in accordance with IFRS accounting standards.
This discussion of our financial condition and results of operations contains
forward-looking statements which, although based on assumptions that we consider
reasonable, are subject to risks and uncertainties. Our actual performance and results are
based on the assumptions about our business and may differ materially from those
anticipated in the forward-looking statements as a result of certain factors, including those
set out in the sections of “Forward-Looking Statements” “Risk Factors” and elsewhere in
this prospectus. In addition, certain industry issues also affect our financial condition and
results of operations, as described in “Industry Overview”.
OVERVIEW
We are an emerging enterprise AI technology and service provider in China, specializing in
complex data analytics and AI-assisted decision-making.
Founded in 2017 by AI scientists from the CASIA, we focus on enterprise data analytics and
decision intelligence. Our founding commitment is to develop AI with advanced cognitive
reasoning and decision-making capabilities.
We develop critical AI capabilities in-house, offering a portfolio of full-stack AI services. Our
capabilities cover data governance, domain knowledge management, large language and multimodal
model training, decision automation and evaluation, and low-code AI application development.
Integrated tightly through a software platform, these capabilities enhance performance, reliability,
and security of our enterprise offerings. This integrated approach reduces development costs and
deployment time for our AI application and services, by unifying the foundational infrastructure,
resolving cross-system compatibility issues, and eliminating the redundant work needed to stitch
fragmented systems together, thereby accelerating the delivery of AI solutions. Concurrently, this
optimized cycle lowers our unit development costs, by reducing per-project labor costs due to
improved engineering productivity, and decreasing expenses associated with redundant external
services, computing resources, and third-party tools.
We serve organizations in technology-intensive sectors across China, facilitating the AI-
enabled digital transformation of domains such as public sector services, media and
communications, and commercial enterprises essential to our society and economy. During the
Track Record Period, we have provided AI services to over 650 enterprise and government
customers.
According to CIC, enterprise large model-driven decision intelligence currently represents a
small yet fast-growing subset of China’s enterprise AI industry. In terms of revenue in 2025, we
ranked first among China’s enterprise large model-driven decision intelligence service providers,
holding a 10.2% market share. Furthermore, we were the eighth largest player in China’s large
model market in 2025 with a market share of 2.2%, where we mainly competed with major Chinese
AI incumbents. In 2023, 2024 and 2025, the number of our customers we served were 262, 342 and
404, respectively, with our revenue increasing from RMB249.7 million to RMB317.8 million, and
further to RMB405.3 million in the respective year.
FINANCIAL INFORMATION
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BASIS OF PREPARATION
Our historical financial information, which comprises the consolidated statements of profit or
loss, statements of comprehensive income, statements of changes in equity and statements of cash
flows of the Group for each of the years ended December 31, 2023, 2024 and 2025 and the
consolidated statements of financial position of the Group and the statements of financial position
of the Company as of December 31, 2023, 2024 and 2025 and material accounting policies and other
explanatory information (the “ Historical Financial Information ”), has been prepared based on
accounting policies set out in note 2.1 of the Accountants’ Report included in Appendix I which
conforms with IFRS accounting standards, which includes IFRS accounting standards, International
Accounting Standard (“IAS”) and the related interpretations issued by the International Accounting
Standards Board (“IASB”). In addition, the Historical Financial Information includes applicable
disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited and by the Hong Kong Companies Ordinance.
For the purpose of preparing and presenting the Historical Financial Information, all relevant
standards, amendments and interpretations to the IFRS accounting standards that are effective
during the Track Record Period have been adopted by us consistently throughout the Track Record
Period.
For ordinary shares issued to pre-IPO investors, pursuant to the supplemental agreements
entered into between the Company and the pre-IPO Investors in relation to the termination of
redemption rights granted by the Company, which are void ab initio as described in note 31 to the
Accountants’ Report, having taken into account the legal and regulatory framework of the
Company’s jurisdiction and the governing law of the supplementary agreements, the directors
considered that it is appropriate to present the pre-IPO Investments as equity throughout the
Relevant Periods. For the details of financial impacts, see note 31 of the Accountants’ Report.
The preparation of the Historical Financial Information in conformity with IFRS accounting
standards requires the use of certain critical accounting estimates. It also requires management to
exercise its judgment in the process of applying our accounting policies. The areas involving a
higher degree of judgment or complexity, or areas where assumptions and estimates are significant
to the Historical Financial Information are disclosed in note 3 of the Accountants’ Report.
The Historical Financial Information has been prepared under the historical cost convention,
except for equity investment designated at fair value through other comprehensive income which
have been measured at fair value as explained in the material accounting policy information set out
in note 2.3 of the Accountants’ Report. The Historical Financial Information is presented in
Renminbi, which is the same as our functional currency.
KEY FACTORS AFFECTING OUR BUSINESS AND RESULTS OF OPERATIONS
Our historical business performance and future prospects have been, and will continue to be,
materially influenced by a number of key factors, including the following:
General Economic and Industry Factors
Our financial performance is also affected by general economic and industry-specific factors,
including:
 Market demand for artificial intelligence and decision intelligent AI services;
 Technological advancements and adoption rates of large-model-driven technologies;
 Competitive dynamics within the decision intelligence and artificial intelligence
industries; and
 Macroeconomic conditions and governmental policies impacting technological
innovation and digital transformation initiatives.
FINANCIAL INFORMATION
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Our Investment in Technology Innovation and AI Services.
We have made substantial investments in research and development to enhance our AI
capabilities and services. Our proprietary large-model algorithms, such as Y ayi LLM, enable us to
deliver advanced text-generation and decision-making AI services to our customers. Continuous
innovation in algorithmic development and product enhancement, and effective utilization of our
intellectual property are essential to sustaining our competitive advantage and business growth.
Accordingly, we are committed to ongoing investment in technology and AI service
development to strengthen our market leadership. We intend to further advance and apply AI
technologies to enhance the functionality and user experience of our AI services and continue
attracting talented research and development personnel by offering competitive compensation.
In 2023, 2024 and 2025, our research and development expenses were RMB179.5 million,
RMB131.0 million, and RMB187.5 million, respectively, accounting for 71.9%, 41.2%, and 46.3%
of our total revenue for the respective period. Going forward, we will continue to invest in
technological innovation and our AI services, which we believe will support the long-term growth
of our business and further impact our financial performance.
Our Ability to Attract Customers and Deepen Customer Relationship
Our ability to attract new customers and deepen customer relationship is a key driver to our
business growth. During the Track Record Period, we have strategically focused on attracting new
customers of our AI services and served, 262, 342 and 404 customers in 2023, 2024 and 2025,
respectively. In tandem with the expansion of our customer base, we recorded revenue of
RMB249.7 million, RMB317.8 million and RMB405.3 million in the same years, representing a
CAGR of approximately 27.4% from 2023 to 2025.
Deepening relationship with existing customers is equally vital as attracting new ones for our
business. To this end, we aim to foster strong, long-term relationships with our customers and have
implemented an array of measures, from delivering ongoing technical support to maximize the
performance of our offerings, to regular engagement with customers to better understand and
address their evolving needs. As a result of these efforts, the number of our Benchmark Clients,
whose relationships we deem strategically important to our business, was 35 in 2023 to 47 in 2024,
and remained relatively stable at 42 in 2025.
The expansion and retention of our customer base are both crucial for our business growth.
We have built customer loyalty by developing close collaborations and consistently meeting our
clients’ needs. Looking ahead, we are committed to continually deepen customer relationships and
anticipate sustained growth as we further expand our customer base.
Our Ability to Enhance Management Effectiveness
Our ability to effectively manage and control costs and operating expenses is critical to the
success and profitability of our business. Our gross profit margin remained relatively stable during
the Track Record Period. However, our cost structure and gross profit margin are influenced by both
the mix of our AI service offerings and the evolving composition of our customer base and
industries served. Additionally, during the Track Record Period, our growth and expansion of our
customer base, both within the existing business channels and from entering new industries, allowed
us to achieve greater economies of scale, which has been fuelled by our enduring investments in
research and development, selling, and marketing, among others.
We believe we are in a strong position to sustain our growth while continuously striving to
enhance management efficiency. For instance, our research and development expense ratio declined
as foundational research efforts have been effectively commercialized, transitioning from basic
model development to vertical industry model applications, leading to improved conversion of
research investment into commercial outcomes. Furthermore, as our sales network matures
FINANCIAL INFORMATION
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nationwide and our established customer base grows, the efficiency of our sales and marketing
personnel is expected to increase. In 2023, 2024 and 2025, our average acquisition cost per
customer were RMB357.4 thousand, RMB289.2 thousand, and RMB216.2 thousand, reflecting
enhanced efficiency in customer acquisition. We have also implemented expense control measures
to prudently manage our administrative expenses.
Controlling operating expenses to achieve optimal operating efficiency is crucial to our
continued success. As our business continues to scale, we expect to realize significant operating
leverage and structural cost savings, strengthening our ability to compete efficiently.
Synergy with Xinhua Mobile Group
On April 28, 2025, Wenge Media, our subsidiary, entered into the Agreement to acquire
Xinhua Mobile. As advised by our PRC Legal Advisor, the acquisition has been properly and legally
completed and fully settled as of May 19, 2025.
Xinhua Mobile Group, with roots as the new media base for a prominent state-level news
outlet, has over a decade of deep expertise in the media and communication industry. While we
provide comprehensive AI services powered by our core underlying technologies in DIOS, Xinhua
Mobile Group specializes in end-user engagement, creating value for customers by addressing the
last-mile challenges. The synergy with Xinhua Mobile Group bridges technical capabilities with
end-user-centric operations and will empower our media and communication customers to reach and
serve their users in a more effective way. In addition, Xinhua Mobile Group serves an already
established customer base within the media and communication sector that is expected to expand
our market reach, drive sustainable growth for us and reinforce our market leadership.
Xinhua Mobile Group also places a strong emphasis on research and development. The merger
with Xinhua Mobile Group will enable a unified approach on R&D that will not only accelerate
product iteration and technological innovation by combining our key competencies, but also boost
R&D efficiency with optimized resource allocation and reduction in duplication of efforts,
unleashing our growth prospects.
We expect the above synergies to translate into stronger financial performance by bringing
capabilities in the media and communication segment, scalable and reliable development support,
and reputable industry branding to our existing operation and offerings. As we integrate with
Xinhua Mobile Group, we are committed to proactively facilitating collaboration and resource
alignment to ensure that the combined strengths are fully harnessed for sustainable growth.
MAJOR ACCOUNTING POLICIES AND ESTIMATES
We have identified certain accounting policies that are significant to the preparation of our
consolidated financial statements. Some of our accounting policies require us to apply estimates and
assumptions as well as complex judgments related to accounting items. The estimates and
assumptions we use and the judgments we make in applying our accounting policies have a
significant impact on our financial position and operational results. Our management continually
evaluates such estimates, assumptions and judgments based on past experience and other factors,
including industry practices and expectations of future events that are deemed to be reasonable
under the circumstances. There has not been any material deviation from our management’s
estimates or assumptions and actual results, and we have not made any material changes to these
estimates or assumptions during the Track Record Period. We do not expect any material changes
in these estimates and assumptions in the foreseeable future. We set forth below those accounting
policies that we believe are of critical importance to us or involve the most significant estimates,
assumptions and judgments used in the preparation of our financial statements. Our major
accounting policies, estimates, assumptions and judgments, which are important for understanding
our financial condition and results of operations, are set forth in notes 2 to 4 of Appendix I to this
prospectus.
FINANCIAL INFORMATION
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COMPONENTS OF OUR CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
Principal Components of Consolidated Income Statement
The following table sets forth consolidated statements of profit or loss and other
comprehensive income in 2023, 2024 and 2025, in absolute amount and as percentages of our total
revenue.
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249,693 100.0 317,769 100.0 405,316 100.0
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(139,776) (56.0) (157,626) (49.6) (197,659) (48.8)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,917 44.0 160,143 50.4 207,657 51.2
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,414 15.0 31,314 9.9 49,158 12.1
Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118(118,185) (47.3) (107,661) (33.9) (94,074) (23.2)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(106,385) (42.6) (99,767) (31.4) (131,986) (32.6)
Research and development expenses /H1118/H1118/H1118/H1118(179,511) (71.9) (131,015) (41.2) (187,545) (46.3)
Fair value gains on financial assets at
fair value through profit or loss, net /H1118/H11182,104 0.8 6 80––
Impairment losses on financial and
contract assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,593) (1.4) (7,852) (2.5) (6,918) (1.7)
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(245) (0.1) (1,599) (0.5) (1,165) (0.3)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,500) (0.6) (933) (0.3) (2,697) (0.7)
Loss before Tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(259,984) (104.1) (157,302) (49.5) (167,570) (41.3)
Income tax credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118198 0.1 207 0.1 1,307 0.3
Loss for the Y ear /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(259,786) (104.0) (157,095) (49.4) (166,263) (41.0)
Loss attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(259,023) (103.7) (156,852) (49.4) (174,305) (43.0)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(763) (0.3) (243) (0.1) 8,042 2.0
For details on the accounting treatment of special rights in relation to pre-IPO investments,
see “— Share Capital”, and note 31 and 39(c) of the Accountants’ Report set out in Appendix I to
this prospectus.
NON-IFRS MEASURES
To supplement our consolidated financial statements, which are presented in accordance with
IFRS accounting standards, we also use adjusted net loss (non-IFRS measure) as an additional
financial measure, which is not required by, or presented in accordance with, IFRS accounting
standards. We believe adjusted net loss (non-IFRS measure) facilitates comparisons of operating
performance from period to period and company to company.
We believe adjusted net loss (non-IFRS measure) provides useful information to investors and
others in understanding and evaluating our consolidated results of operations in the same manner
as it helps our management. However, our presentation of adjusted net loss (non-IFRS measure)
may not be comparable to similarly titled measures presented by other companies. The use of
adjusted net loss (non-IFRS measure) has limitations as an analytical tool, and you should not
consider it in isolation from, or as a substitute for an analysis of our results of operations or
financial condition as reported under IFRS accounting standards.
FINANCIAL INFORMATION
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We define adjusted net loss (non-IFRS measure) as loss for the year by adding back
share-based payment, which is non-cash in nature, and listing expenses, which arise from activities
relating to the Global Offering. The following table (in absolute amounts and as percentages of total
revenue for the year indicated) reconciles our adjusted net loss (non-IFRS measure) for the year
presented in accordance with IFRS accounting standards, which is loss for the year:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Reconciliation of loss for the year
to adjusted net loss (non-IFRS
measure)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(259,786) (104.0) (157,095) (49.4) (166,263) (41.0)
Add:
Share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,267 29.7 41,868 13.1 44,513 11.0
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 21,162 5.2
Adjusted net loss (non-IFRS
measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(185,519) (74.3) (115,227) (36.3) (100,588) (24.8)
DESCRIPTION OF MAJOR COMPONENTS OF OUR RESULTS OF OPERATIONS
Revenue
During the Track Record Period, we mainly generated revenue from our provision of AI
services in the areas of (i) public sector services, (ii) media and communications, and (iii)
commercial enterprises. In 2023, 2024 and 2025, our revenue was RMB249.7 million, RMB317.8
million and RMB405.3 million, respectively. The following table sets out a breakdown of our
revenue by use cases in absolute amount and as a percentage of our total revenue for the periods
indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
AI services
Public Sector Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,621 50.7 149,937 47.2 147,924 36.5
Media and Communications /H1118/H1118/H1118/H111876,131 30.5 85,264 26.8 121,731 30.0
Commercial Enterprises /H1118/H1118/H1118/H1118/H1118/H1118/H111836,236 14.5 74,937 23.6 129,208 31.9
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,705 4.3 7,631 2.4 6,453 1.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249,693 100.0 317,769 100.0 405,316 100.0
(1) Others mainly represent our maintenance and operation services providing ongoing technical support, and other
miscellaneous services from ancillary activities, primarily including one-off external procurements of hardware or
software for specific projects.
Our revenue increased consistently during the Track Record Period, primarily driven by the
increase in market demand for AI services and the significant sales growth in the area of industry.
During the Track Record Period, our revenue from AI services in public sector services and media
and communications increased mainly due to expanded customer base in these segments resulting
from continual product iteration, and our revenue from AI services in commercial enterprises
increased mainly because of the increase in the number of customers and the average revenue per
customer in the segment.
FINANCIAL INFORMATION
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The following table sets out a breakdown of our revenue by delivery methods in absolute
amount and as a percentage of our total revenue for the periods indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Localized deployment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118187,289 75.0 226,261 71.2 294,690 72.7
Analytic reports /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,917 12.0 40,475 12.7 34,555 8.5
SaaS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,304 8.5 36,714 11.6 57,583 14.2
Maintenance services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,183 4.5 14,319 4.5 18,488 4.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249,693 100.0 317,769 100.0 405,316 100.0
The following table sets out a breakdown of our revenue by revenue recognition policies in
absolute amount and as a percentage of our total revenue for the periods indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Goods or services transferred at a point
in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118206,247 82.6 262,983 82.8 310,182 76.5
Services transferred over time /H1118/H1118/H1118/H1118/H1118/H1118/H111843,446 17.4 54,786 17.2 95,134 23.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249,693 100.0 317,769 100.0 405,316 100.0
For the relationships among our delivery method and revenue recognition policies, see
“Business — Our Fee Model” for more information.
The following table sets out a breakdown of our revenue by geographical markets in absolute
amount and as a percentage of our total revenue for the periods indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Chinese Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118247,862 99.3 313,192 98.6 398,767 98.4
Hong Kong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,831 0.7 4,577 1.4 6,549 1.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249,693 100.0 317,769 100.0 405,316 100.0
In 2023, we began serving customers in Hong Kong, and our revenue generated from the
regional market increased from RMB1.8 million in 2023 to RMB4.6 million in 2024, and further
to RMB6.5 million in 2025, marking a solid first step of our international expansion.
FINANCIAL INFORMATION
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Cost of sales
Our cost of sales mainly consists of (i) labor costs; (ii) purchase costs; and (iii) others, mainly
including share-based payment and depreciation. Labor costs represent primarily wages and
benefits of our employees. Purchase costs represent primarily procurement cost third-party
suppliers, such as computing resources, IT equipment and software services. The table below sets
forth a breakdown of our cost of sales by nature in absolute amount and as a percentage of our total
cost of sales for the periods indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Labor costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,004 37.9 72,619 46.1 86,655 43.8
Purchase costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,133 50.9 74,440 47.2 104,340 52.8
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,639 11.2 10,567 6.7 6,664 3.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,776 100.0 157,626 100.0 197,659 100.0
The table below sets forth our cost of sales by use cases in absolute amount and as a
percentage of our total cost of sales for the periods indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
AI services
Public Sector Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,717 48.4 75,330 47.8 75,687 38.3
Media and Communications /H1118/H1118/H1118/H1118/H1118/H1118/H111847,355 33.9 48,845 31.0 62,061 31.4
Commercial Enterprises /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,929 14.3 29,038 18.4 56,305 28.5
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,775 3.4 4,413 2.8 3,606 1.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,776 100.0 157,626 100.0 197,659 100.0
Our cost of sales increased during the Track Record Period, in line with our business growth
and the increase in revenues.
Gross profit and gross profit margin
Our gross profit increased by 45.7% from RMB109.9 million in 2023 to RMB160.1 million
in 2024 and our overall gross profit margin increased from 44.0% in 2023 to 50.4% in 2024, mainly
due to increased delivery efficiency achieved through the utilization and accumulation of our
standardized replicable modules. Our gross profit increased by 29.7% from RMB160.1 million in
2024 to RMB207.7 million in 2025 and our overall gross profit margin remained relatively stable
at 50.4% in 2024 and 51.2% in 2025. The table below sets forth our gross profit and overall gross
profit margin during the Track Record Period:
Y ear ended December 31,
2023 2024 2025
(RMB in thousands, except for percentages)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249,693 317,769 405,316
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(139,776) (157,626) (197,659)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,917 160,143 207,657
Gross profit margin (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844.0 50.4 51.2
FINANCIAL INFORMATION
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The table below sets forth our gross profit and gross profit margin by use cases during the
Track Record Period:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
AI services
Public Sector Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,904 46.5 74,607 49.8 72,237 48.8
Media and Communications /H1118/H1118/H1118/H111828,776 37.8 36,418 42.7 59,670 49.0
Commercial Enterprises /H1118/H1118/H1118/H1118/H1118/H1118/H111816,307 45.0 45,898 61.2 72,903 56.4
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,930 55.4 3,219 42.2 2,847 44.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,917 44.0 160,143 50.4 207,657 51.2
(1) Others primarily includes maintenance and operation services, as well as one-off external procurements of
hardware or software. The contract value, which directly links with our revenue, for maintenance and operation
services is generally pre-negotiated and agreed upon with customers. However, the corresponding costs
incurred for services under such contracts depend heavily on the actual volume and frequency of maintenance
requests that arise during the service period. Given the variable nature of customer demands of such services,
our costs fluctuate against the pre-agreed revenue, naturally leading to variations in the gross profit margin for
this sector.
The table below sets forth our gross profit and gross profit margin by delivery methods during
the Track Record Period:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Localized deployment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,764 39.9 101,249 44.7 134,089 45.5
Analytic reports /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,560 42.0 20,835 51.5 22,923 66.3
SaaS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,972 70.3 29,348 79.9 37,886 65.8
Maintenance services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,621 68.1 8,711 60.8 12,759 69.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,917 44.0 160,143 50.4 207,657 51.2
Other income and gains
Our other income and gains primarily consist of government grants and subsidies, investment
income from structured deposits and time deposits, interest income, gain on lease term termination,
and gain on disposal of a subsidiary. The government grants we received were mainly from the local
government, the purposes of which are primarily to support our research and development.
The table below sets forth a segment of our other income and gains during the Track Record
Period.
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Government grants and subsidies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,290 22,237 45,164
Investment income from structured deposits and
time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,361 6,301 2,623
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,763 2,776 1,371
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,414 31,314 49,158
(1). Others primarily include interest income, gain on lease term termination, and gain on disposal of a subsidiary.
FINANCIAL INFORMATION
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Selling and marketing expenses
Our selling and marketing expenses primarily consist of employee compensation, advertising
and promotion expenses, pre-sales service fee, business development expenses, depreciation of
right-of-use assets, and share-based payment. Employee compensation comprises primarily the
salaries of our selling and marketing personnel. Pre-sales service fee primarily consists of expenses
incurred before we enter into business contracts with potential customers, such as fees in relation
to consulting, business liaison and system demonstrations.
The table below sets forth a breakdown of the key components of our selling and marketing
expenses for the periods indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Employee compensation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,498 71,435 63,322
Advertising and promotion expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,303 5,088 2,878
Pre-sales service fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,266 4,810 6,901
Labor expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,539 4,275 1,980
Business development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,737 3,131 2,933
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,821 3,868 3,688
Share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,549 8,750 6,742
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,472 6,304 5,630
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,185 107,661 94,074
(1). Others primarily include travel and transportation expenses, depreciation and amortization, rent and property
management fees.
Administrative expenses
Our administrative expenses primarily comprise employee compensation, professional service
fee, business development expenses, share-based payment, depreciation and amortization and
listing expenses.
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Employee compensation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843,747 49,997 54,234
Professional service fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,005 5,097 7,893
Business development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,627 5,117 5,388
Share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,510 29,726 30,316
Depreciation and amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,781 4,262 5,263
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 21,162
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,715 5,568 7,730
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,385 99,767 131,986
(1). Others primarily include office expenses, property management fees and travel and transportation expenses.
FINANCIAL INFORMATION
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Research and development expenses
We consider research and development key to our ability to improve our services and offerings
and maintain our competitive strengths. Our research and development expenses comprise primarily
employee compensation, computing resource expenses, third-party service fees, share-based
payment, and depreciation and amortization. Computing resource expenses represent our expenses
to purchase computing resources to support training of our models. Third-party service fees
represent expenses from engaging outsourced non-core research and development, and purchases of
hardware and software.
The table below sets forth a breakdown of the key components of our research and
development expenses for the periods indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Employee compensation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104,949 72,470 75,775
Computing resource expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,674 20,815 33,526
Third-party service fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,371 15,487 48,978
Share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,460 2,081 5,466
Depreciation and amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,477 18,292 21,136
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,580 1,870 2,664
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118179,511 131,015 187,545
(1). Others primarily include rent and property management fees and travel and transportation expenses.
Impairment losses on financial and contract assets, net
Our impairment losses on financial and contract assets, net comprise impairment losses on
trade receivables, contract assets, other receivables and other non-current assets. In 2023, 2024 and
2025, we recorded impairment losses on financial and contract assets, net of RMB3.6 million,
RMB7.9 million and RMB6.9 million, respectively.
Other expenses
Other expenses comprise expenses that are not related to our daily operation, which primarily
includes sponsorship expenses, exchange losses, fines and penalties expenses, loss on disposal of
non-current assets, and charitable donations.
Finance Costs
Our finance costs primarily consist of interest on lease liabilities, interest on put option
liabilities and interest on bank loans.
The table below sets forth a breakdown of our finance costs for the Track Record Period:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,500 933 730
Interest on put option liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,397
Interest on bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 570
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,500 933 2,697
FINANCIAL INFORMATION
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Income tax credit
Our income tax credit consists of deferred income tax, which amounted to RMB0.2 million,
RMB0.2 million and RMB1.3 million, in 2023, 2024 and 2025, respectively. We are subject to
income tax on an entity basis on profits arising in or derived from tax jurisdictions in which
members of our Group are domiciled and operate. See note 10 of the Accountants’ Report in
Appendix I to this document.
Our Company and two of our subsidiaries, namely, Shenzhen Wenge and Xinhua Mobile, were
qualified as a High and New-Tech enterprise during the Track Record Period and are entitled to a
preferential tax rate of 15%. Furthermore, we enjoy additional tax deductions for R&D expenses
pursuant to the relevant PRC laws.
As of the Latest Practicable Date, we did not have any dispute with any tax authority. During
the Track Record Period and up to the Latest Practicable Date, we have not been subject to any tax
investigations, penalties or surcharges.
Y ear Ended December 31, 2025 Compared to Y ear Ended December 31, 2024
Revenue
Our total revenue increased by 27.5% from RMB317.8 million in 2024 to RMB405.3 million
in 2025. This growth was primarily driven by the expansion of our business scale and customer base
across our key segments and service offerings. The increase was primarily due to:
 Public Sector Services: Revenue from this segment remained relatively stable at
RMB149.9 million in 2024 and RMB147.9 million in 2025, demonstrating the maturity
of our capabilities and our sustained ability to secure and deliver projects in this
established sector.
 Media and Communications: Revenue from this segment increased by 42.7% from
RMB85.3 million in 2024 to RMB121.7 million in 2025, primarily driven by increased
number of customers and demand, the consolidation of Xinhua Mobile, as well as the
execution and delivery of several large-scale projects in 2025. Specifically, aggregated
revenue from projects with revenue contribution of over RMB2.0 million increased from
RMB44.6 million in 2024 to RMB66.3 million in 2025.
 Commercial Enterprises: Revenue from this segment recorded a significant increase of
72.5% from RMB74.9 million in 2024 to RMB129.2 million in 2025. This was primarily
due to our ability to secure projects of larger scopes and higher complexity from our
commercial enterprise clients, leading to a significant increase in our average contract
value from RMB477.3 thousand in 2024 to RMB702.2 thousand in the same period of
2025. The increase was also attributable to our successful entering into certain new
sub-segments with the deepening application of our DIOS in more verticals. For
instance, our revenue from energy sub-segment increased by 209.5% from RMB4.2
million in 2024 to RMB13.0 million in 2025; our revenue from healthcare sub-segment
increased by 205.7% from RMB3.5 million in 2024 to RMB10.7 million in 2025.
Our revenue growth was also attributable to the strong performance of our service offerings:
 Localized Deployment: Revenue from localized deployment increased by 30.2% from
RMB226.3 million in 2024 to RMB294.7 million in 2025, primarily due to the continual
expansion of our customer base across various industry segments.
FINANCIAL INFORMATION
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--- page 238 ---
 Analytic Reports: Revenue from analytic reports decreased by 14.6% from RMB40.5
million in 2024 to RMB34.6 million in 2025, primarily due to enhanced standardization
of our AI platform services and the optimization of our service mix, resulting in the
migration of certain customers to our SaaS solutions.
 SaaS: Revenue from SaaS increased by 56.9% from RMB36.7 million in 2024 to
RMB57.6 million in 2025, primarily due to the increase in both number of customers and
average revenue per customer for this delivery method, benefited from the higher degree
of standardization in our product offerings, which significantly improved scalability and
market adoption.
Cost of Sales
Our total cost of sales increased by 25.4% from RMB157.6 million in 2024 to RMB197.7
million in 2025, in alignment with the increase in our revenue.
Gross Profit and Gross Profit Margin
Our gross profit increased from RMB160.1 million in 2024 to RMB207.7 million in 2025. Our
overall gross profit margin increased from 50.4% in 2024 to 51.2% in 2025.
 Public Sector Services: Gross profit remained relatively stable at RMB74.6 million in
2024 and RMB72.2 million in 2025, and gross profit margin remained relatively stable
at 49.8% in 2024 and 48.8% in 2025, mainly due to the mature and stable nature of our
capability and business model in this established segment.
 Media and Communications: Gross profit increased from RMB36.4 million in 2024 to
RMB59.7 million in 2025, primarily due to higher average revenue per customer and
greater economies of scale achieved through continually deepening our engagement with
customers in the segment. Gross profit margin increased from 42.7% in 2024 to 49.0%
in 2025, primarily due to the increased contribution from cloud services revenue and the
decrease in the number of contracts involving substantial purchase costs. As a result, a
greater proportion of revenue in this segment was derived from our more standardized
solutions requiring only limited customization, which contributed to a more optimized
cost structure in this segment. The improvement in gross profit margin also reflects our
optimization of cost structure and economies of scale achieved.
 Commercial Enterprises: Gross profit increased from RMB45.9 million in 2024 to
RMB72.9 million in 2025, in line with the increase in revenue in this segment. The gross
profit margin decreased from 61.2% in 2024 to 56.4% in 2025, mainly due to higher
costs associated with our strategic expansion into new commercial scenarios, as we
invested in establishing scalable solution deployment capabilities. These higher costs
were primarily in relation to: (i) increased system development for core algorithms,
architectures, and solutions tailored to new scenarios; (ii) higher testing and validation
costs for their functional and security requirements; and (iii) additional cloud resource
costs driven by higher data processing volumes for the development of automated
deployment tools for rapid replication. As the diverse application scenarios and our
rapidly growing customer base inherently increased the complexity and resources
required, these new scenarios and projects generally recorded relatively lower gross
margins. This is evidenced by our AI+marketing scenario, which recorded a gross
margin of 40.7% in 2025.
FINANCIAL INFORMATION
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--- page 239 ---
Other Income and Gains
Other income and gains increased by 57.2% from RMB31.3 million in the year ended
December 31, 2024, to RMB49.2 million in the year ended December 31, 2025, primarily due to
increased government grants and subsidies.
Selling and Marketing Expenses
Our selling and marketing expenses decreased by 12.6% from RMB107.7 million in 2024 to
RMB94.1 million in 2025. This was primarily attributable to a decrease in employee benefit
expenses, driven by our enhanced operational efficiency and the establishment of a mature sales and
marketing system.
Administrative Expenses
Our administrative expenses increased by 32.3% from RMB99.8 million in 2024 to RMB132.0
million in 2025, primarily because of an increase in listing expenses and an increase in professional
service fees.
Research and Development Expenses
Our research and development expenses increased by 43.1% from RMB131.0 million in 2024
to RMB187.5 million in 2025. This was primarily due to our continuous investment in R&D
innovation to enhance our AI capabilities, including an increase in the procurement of computing
power to support the training of our AI models.
Impairment Losses on Financial and Contract Assets, Net
Our impairment losses on financial and contract assets, net decreased from RMB7.9 million
in 2024 to RMB6.9 million in 2025, primarily due to settlement of certain long-aged trade
receivables, reflecting our enhanced credit control and collection efforts.
Other Expenses
Other expenses decreased from RMB1.6 million in 2024 to RMB1.2 million in 2025, primarily
due to a decrease in fees arising from the early termination of leases.
Finance Costs
Our finance costs increased from RMB0.9 million in 2024 to RMB2.7 million in 2025,
primarily due to interest on put option liabilities arising from the acquisition of Xinhua Mobile.
Income Tax Credit
Our income tax credit increased from RMB0.2 million in 2024 to RMB1.3 million in 2025.
Net Loss and Net Loss Margin
As a result of the foregoing, our net loss increased by 5.9% from RMB157.1 million in 2024
to RMB166.3 million in 2025, with the net loss margin decreasing from 49.4% in 2024 to 41.0%
in 2025.
FINANCIAL INFORMATION
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--- page 240 ---
Y ear Ended December 31, 2024 Compared to Y ear Ended December 31, 2023
Revenue
Our total revenue increased by 27.3% from RMB249.7 million in 2023 to RMB317.8 million
in 2024, primarily due to:
 Public Sector Services: Revenue from the public sector services segment increased by
18.4% from RMB126.6 million in 2023 to RMB149.9 million in 2024, primarily due to
retention of our existing customers and our expansion of local government customers.
 Media and Communications: Revenue from the media and communications segment
increased by 12.1% from RMB76.1 million in 2023 to RMB85.3 million in 2024,
primarily driven by our continued expansion of business scale as well as the increase in
the number of customers in this segment.
 Commercial Enterprises: Revenue from the commercial enterprises segment increased
by 106.9% from RMB36.2 million in 2023 to RMB74.9 million in 2024, primarily due
to expansion of our corporate customer base and our effort in relatively new industry
verticals, such as the healthcare sector, reflecting our effective market penetration
strategies in the segment.
The change in our revenues was also due to:
 Localized Deployment: Revenue from localized deployment increased by 20.8% from
RMB187.3 million in 2023 to RMB226.3 million in 2024, primarily due to the
successful expansion of our customer base across multiple sectors. This growth was also
driven by new business opportunities created by the launch of our large model at the end
of 2023.
 Analytic Reports: Revenue from analytic reports increased by 35.5% from RMB29.9
million in 2023 to RMB40.5 million in 2024, primarily due to an increase in our number
of customers, in line with our strategy to expand our enterprise customer base.
 SaaS: Revenue from SaaS increased by 72.3% from RMB21.3 million in 2023 to
RMB36.7 million in 2024, primarily due further expansion of our customer base and the
increased sales from new functional modules made available by the continual iteration
of our Y ayi LLM.
Cost of Sales
Our total cost of sales increased by 12.7% from RMB139.8 million in 2023 to RMB157.6
million in 2024, in alignment with the increase in our revenue. The increase was mainly driven by
increased labor costs across segments, reflecting our ongoing efforts to expand and better serve our
customer base.
Gross profit and gross profit margin
Our gross profit increased from RMB109.9 million in 2023 to RMB160.1 million in 2024. Our
overall gross profit margin increased from 44.0% in 2023 to 50.4% in 2024.
 Public Sector Services: Gross profit increased from RMB58.9 million in 2023 to
RMB74.6 million in 2024, primarily in line with the increase in revenue. Gross profit
margin increased from 46.5% in 2023 to 49.8% in 2024, mainly due to our improved
operational and development efficiency attributable to utilization and accumulation of
our standardized and replicable software modules.
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 Media and Communications: Gross profit increased from RMB28.8 million in 2023 to
RMB36.4 million in 2024, primarily due to an increase in the number of customers.
Gross profit margin increased from 37.8% in 2023 to 42.7% in 2024, resulting from
economies of scale achieved through continual expansion of our business and deepened
know-hows in the segment. Specifically, as number of customers increased from 39 in
2023 to 67 in 2024 in this segment, average fixed cost per customer, primarily
comprising depreciation of fixed assets, amortization of leasehold improvements, and
depreciation of right-of-use assets, decreased by approximately 44.9% and thereby lifted
our margin. On the other hand, we recorded lower gross profit margin in this sector in
2023, as certain system integration projects incurred higher purchase costs. These costs
were largely for the procurement of specialized hardware necessary to meet the specific
demands of these projects.
 Commercial Enterprises: Gross profit increased from RMB16.3 million in 2023 to
RMB45.9 million in 2024, primarily due to a significant increase in the number of
projects delivered and our strategies to expand this segment. Gross profit margin
improved from 45.0% in 2023 to 61.2% in 2024, mainly due to (i) improved operational
and development efficiency as we began to expand our business scale in 2024 in this
segment, with the number of customers in this segment reaching 157 in 2024 and further
increasing to 184 in 2025, which lowered marginal delivery costs and shortened delivery
cycles, attributable to the utilization and accumulation of our standardized and replicable
modules; (ii) enhanced efficiency and profitability achieved by leveraging our
technology and solutions delivery experience accumulated from the public sector
services and media and communications segments; (iii) an increased proportion of
projects with limited external procurement in 2024, which typically carried higher gross
margins, as compared to 2023 when the delivery of large-scale projects necessitated
more external procurement, such as hardware and commissioned development of
modules.
Other income and gains
Other income and gains decreased by 16.3% from RMB37.4 million in the year ended
December 31, 2023, to RMB31.3 million in the year ended December 31, 2024, primarily due to
higher milestone government grant payments we received in 2023 in connection with certain
research projects based on their respective progress.
Selling and marketing expenses
Our selling and marketing expenses decreased by 8.9% from RMB118.2 million in 2023 to
RMB107.7 million in 2024, primarily attributable to (i) the decrease in share-based payment
expenses in subsequent periods as the awards continued to vest; and (ii) the decrease in advertising
and promotion expenses as we incurred higher expenses on exhibition participation in 2023 in
relation to the launch of our large models.
Administrative expenses
Our administrative expenses decreased by 6.2% from RMB106.4 million in 2023 to RMB99.8
million in 2024, primarily because we have implemented measures to monitor and control our
administrative expenses. The decrease is also due to (i) a decrease in professional service fees; and
(ii) a decrease in costs for office leaseholds and office-related expenses resulting from termination
of leaseholds.
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Research and development expenses
Our research and development expenses decreased by 27.0% from RMB179.5 million in 2023
to RMB131.0 million in 2024, primarily due to (i) our transitioning of R&D focus from basic model
development to vertical industry model applications, leading to adjustment of our research and
decreased employee compensation; and (ii) the initial training phase for our large models took place
in 2023 and required higher computing resource expenses.
Impairment losses on financial and contract assets, net
Our impairment losses on financial and contract assets, net increased from RMB3.6 million
in 2023 to RMB7.9 million in 2024, in line with our increase in trade receivables.
Other expenses
Other expenses increased significantly from RMB0.2 million in 2023 to RMB1.6 million in
2024, primarily due to our sponsorship to a non-profit AI research institute and a forfeited deposit
incurred in 2024.
Finance costs
Our finance costs decreased from RMB1.5 million in 2023 to RMB0.9 million in 2024
primarily due to a decrease in interest expenses on our lease liabilities.
Income tax credit
Our income tax credit increased slightly from RMB198 thousand in 2023 to RMB207
thousand in 2024.
Net loss and net loss margin
As a result of the foregoing, our net loss decreased by 39.5% from RMB259.8 million in 2023
to RMB157.1 million in 2024, with net loss margin decreasing from 104.0% in 2023 to 49.4% in
2024.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Historically, we funded working capital and other capital requirements primarily utilizing
proceeds from external equity financing and our internal cash resources. Our ability to generate
cash flow from operations depends on our operating performance, which is in turn dependent on
general economic, financial, competitive, market and other factors, many of which are beyond our
control. We intend to finance our future capital requirements through the same sources of funds as
discussed above, together with the net proceeds from this Global Offering and any future banking
loans. In order to cover future obligations and cash outflows, we need to have sufficient liquidity
reserves at all times. We intend to monitor our liquidity risk through rolling forecasts of our
liquidity requirements to ensure that we have sufficient cash to meet operational needs. Taking into
account the financial resources available to us, including time deposits, structured deposits, and
estimated net proceeds from the Global Offering, our Directors are of the view 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. Going forward, we believe our liquidity requirements will be
satisfied by using funds from a combination of our cash and cash equivalents, time deposits and
estimated net proceeds from the Global Offering. Our Directors confirm that we had no material
FINANCIAL INFORMATION
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defaults in payment of trade and non-trade payables during the Track Record Period. With the same
bases as set forth above, the Sole Sponsor concurs with our Directors’ view that our Company has
sufficient working capital required for its operations at present and for at least the next 12 months
from the date of this prospectus.
Our cash burn rate refers to the average monthly (i) net cash used in operating activities, (ii)
payments for property, plant and equipment, other intangible assets and other capital expenditures,
and (iii) payments of lease liabilities. Our historical cash burn rate was RMB19.3 million, RMB13.4
million, and RMB17.2 million in 2023, 2024 and 2025, respectively. Our cash burn rate is subject
to a seasonal pattern, with a higher operating cash outflow in the first half as the majority of our
revenue recognition and payment collections are concentrated in the second half of the year. We had
relatively high cash burn rate in 2023, in relation to the considerable expenditure on purchase of IT
equipment to support our growing demand for computing resource to support the training of our
large models. The increase in cash burn rate from 2024 to 2025 was primarily attributable to leasing
more computing resources to support our ongoing research and development, as well as listing
expenses incurred in 2025.
We had cash and cash equivalents, unutilized banking facilities, time deposits and financial
assets at fair value through profit or loss of RMB861.0 million as of April 30, 2026. We estimate
that we will receive net proceeds of approximately HK$826.8 million after deducting the estimated
underwriting commissions and other fees and expenses paid and payable by us in connection with
the Global Offering, assuming no Pre-IPO Share Option and Over-allotment Option are exercised
and assuming an Offer Price of HK$60.70 per Offer Share. Assuming that the average cash burn rate
going forward will be RMB17.2 million, similar to the cash burn rate level in 2025, based on the
underlying assumptions that (i) our workforce growth will generally align with our business
expansion, (ii) we do not expect substantial capital investment, and (iii) we do not expect significant
acquisitions of fixed assets, we estimate that our liquidity as of April 30, 2026 will be able to
maintain our financial viability for approximately 50.1 months from April 30, 2026, lasting
approximately to July 2030, or, if we take into account 10% of the estimated net proceeds from the
Global Offering (namely, the portion allocated for our working capital and other general corporate
purposes), approximately 54.3 months from April 30, 2026, lasting approximately to November
2030, or, if we take into account the estimated net proceeds from the Global Offering,
approximately 92.0 months from April 30, 2026, lasting approximately to December 2033. We will
continue to monitor our cash flows from operations closely and maintain our financial viability
through a variety of means. We do not expect to have next round of financing before the Global
Offering.
Cash flows
The following table sets forth a summary of our cash flow for the years ended December 31,
2023, 2024 and 2025.
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net cash flows used in operating activities /H1118/H1118/H1118/H1118/H1118(182,834) (134,869) (187,995)
Net cash flows from/(used in) investing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118665,735 (75,399) (13,613)
Net cash flows (used in)/from financing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,120) 130,959 81,272
Cash and cash equivalents at beginning of year /H1118/H1118 49,619 524,408 445,027
Cash and cash equivalents at end of year /H1118/H1118/H1118/H1118/H1118/H1118524,408 445,027 324,621
FINANCIAL INFORMATION
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Cash flow used in operating activities
Cash flow from operating activities reflects: (i) profit before tax adjusted for non-cash and
non-operating items including depreciation of property, plant and equipment, right-of-use assets,
amortization of other intangible assets, share-based payment expenses, impairment losses on
financial and contract assets, impairment losses recognized for inventories, finance costs, interest
income, investment income from structured deposits and time deposits, fair value gains of financial
assets at fair value through profit or loss, government grants and subsidies credited to the statement
of profit or loss during the year, warranty provision, losses on disposal of items of property, plant
and equipment, gain on a lease term termination; (ii) changes in inventories, contract costs, trade
and bills receivables, contract assets, prepayments, other receivables and other assets, restricted
cash, other payables and accruals, trade and bills payables, contract liabilities and provisions; and
(iii) adding interest received.
In 2025, our net cash flows used in operating activities amounted to RMB188.0 million,
primarily attributable to a loss before tax of RMB167.6 million, adjusted to reflect an increase in
trade and bills receivables of RMB89.3 million, and an increase in prepayments, other receivables
and other assets of RMB25.2 million, partially offset by an increase in other payables and accruals
of RMB18.1 million.
In 2024, our net cash flows used in operating activities amounted to RMB134.9 million,
primarily attributable to a loss before tax of RMB157.3 million, adjusted to reflect an increase in
trade and bills receivables of RMB50.8 million, a decrease in contract liabilities of RMB18.7
million and a decrease in provision of RMB12.9 million, partially offset by an increase in other
payables and accruals of RMB14.6 million and an increase in trade and bills payables of RMB8.2
million.
In 2023, our net cash flows used in operating activities amounted to RMB182.8 million,
mainly attributable to a loss before tax of RMB260.0 million, adjusted to reflect an increase in trade
and bills receivables of RMB57.3 million and an increase in inventories of RMB13.9 million,
partially offset by an increase in trade and bills payables of RMB19.9 million and an increase in
contract liabilities of RMB14.9 million.
Cash flow (used in)/from investing activities
Our cash flows from investing activities consist primarily of our purchase of and proceeds
from the disposal of items of property, plant and equipment, as well as investments in an unlisted
company.
In 2025, our net cash flows used in investing activities amounted to RMB13.6 million,
primarily due to purchase of time deposits, structured deposits, listed equity investments and other
unlisted investments classified as financial assets at fair value through profit or loss of RMB1,246.0
million, partially offset by redemption of time deposits and structured deposits classified as
financial assets at fair value through profit or loss of RMB1,290.5 million.
In 2024, our net cash flows used in investing activities amounted to RMB75.4 million,
primarily due to purchases of time deposits, structured deposits, listed equity investments and other
unlisted investments classified as financial assets at fair value through profit or loss of RMB1,371.0
million, partially offset by redemptions of time deposits and structured deposits classified as
financial assets at fair value through profit or loss of RMB1,300.0 million.
In 2023, our net cash flows from investing activities amounted to RMB665.7 million, mainly
attributable to redemptions of time deposits and structured deposits classified as financial assets at
fair value through profit or loss of RMB2,944.8 million, partially offset by purchases of time
deposits, structured deposits and listed equity investments classified as financial assets at fair value
through profit or loss of RMB2,266.8 million.
FINANCIAL INFORMATION
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Cash flow from/(used in) financing activities
In 2025, our net cash from financing activities was RMB81.3 million, primarily attributable
to proceeds from interest-bearing bank and other borrowings of RMB64.2 million, and issue of new
shares of RMB47.0 million, partially offset by lease payments of RMB14.7 million.
In 2024, our net cash from financing activities was RMB131.0 million, primarily attributable
to proceeds from the issue of new shares amounting to RMB150.0 million, partially offset by lease
payments of RMB14.7 million.
In 2023, our net cash used in financing activities was RMB8.1 million, primarily attributable
to lease payments of RMB19.8 million, partially offset by capital contribution from shareholders of
RMB8.0 million.
DISCUSSION OF CERTAIN KEY ITEMS OF CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
Current Assets and Liabilities
The following table sets forth our current assets and current liabilities as of the dates
indicated:
As of December 31,
As of
April 30,
2023 2024 2025 2026
RMB’000
(unaudited)
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,469 36,413 55,609 67,789
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118123,624 167,705 248,320 213,913
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,065 10,583 7,217 7,149
Prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,271 28,203 56,639 72,140
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 70,921 26,106 114,052
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 10,845 10,952
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,618 5,317 26,201 14,859
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118524,408 445,027 324,621 157,710
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118723,455 764,169 755,558 658,564
Current liabilities
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,471 62,645 84,576 70,467
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H111854,960 65,025 81,573 53,413
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,993 44,337 46,423 48,333
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,643 11,320 11,616 10,398
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,866 3,693 4,439 4,550
Interest-bearing bank loans and
other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 28,917 51,806
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118193,933 187,020 257,544 238,967
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118529,522 577,149 498,014 419,597
For details on the accounting treatment of special rights in relation to pre-IPO investments,
see “— Share Capital”, and note 31 and 39(c) of the Accountants’ Report set out in Appendix I to
this prospectus.
FINANCIAL INFORMATION
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Inventories
Our inventories consist of contract fulfillment costs, which mainly include labor costs and
purchase costs to procure services, software and hardware, allocated to AI services before delivery.
Inventories are stated at the lower of cost and net realizable value as stated in note 2.3 to the
Accountants’ Report in Appendix I to this document. The following table sets forth inventories as
of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Costs to fulfil a contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,137 41,778 42,970
Purchased hardware and components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 13,764
Less: provision for impairment losses on
inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,668) (5,365) (1,125)
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,469 36,413 55,609
Our inventories then decreased by 24.9% from RMB48.5 million as of December 31, 2023, to
RMB36.4 million as of December 31, 2024, primarily due to the delivery and acceptance of the
same aforementioned projects. Our inventories increased by 52.7% from RMB36.4 million as of
December 31, 2024 to RMB55.6 million as of December 31, 2025, primarily due to an increase in
purchased hardware and components, reflecting our advance procurement to meet anticipated
business demands.
Our provision for impairment losses on inventories increased from RMB2.7 million as of
December 31, 2023 to RMB5.4 million as of December 31, 2024, primarily because our investment
exceeded the estimated recoverable amount for certain projects, due to our efforts to polish and
optimize product performance under novel scenarios. Our provision for impairment losses on
inventories then decreased to RMB1.1 million as of December 31, 2025, primarily because of
reversal of impairment provision from the acceptance of certain projects. We perform assessment
of inventory impairment regularly to ensure inventories are stated at the lower of cost and net
realizable value. During the Track Record Period and up to the Latest Practicable Date, we have
monitored project progress of our services. Based on our assessment, which considered factors such
as contract value, estimated remaining costs of completion and delivery, existing sales contracts and
prevailing market prices, among others, we believe there was no material provision issue of
inventories as of the Latest Practicable Date.
The table below sets forth an aging analysis of our inventories:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,752 29,518 37,919
One to two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,298 6,822 8,899
Over two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,087 5,438 9,916
Less: Provision for impairment losses on
inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,668) (5,365) (1,125)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,469 36,413 55,609
FINANCIAL INFORMATION
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The table below sets forth the average inventory turnover days for the periods indicated:
Y ear ended December 31,
2023 2024 2025
Average inventory turnover days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118115 108 91
(1). Average inventory turnover days equal the average of the opening and closing inventory balances, excluding
provision for impairment losses, of the indicated period divided by the cost of sales for the same period and
multiplied by 365 days.
Our inventory turnover days decreased from 115 days in 2023 to 108 days in 2024 and further
to 91 days in 2025, primarily due to our improved delivery turnaround and our accumulation and
utilization of replicable modules. As of April 30, 2026, RMB6.5 million, or 11.4%, of inventories
as of December 31, 2025, had been used, consumed or sold.
Trade and bills receivables
Our trade and bills receivables primarily represent amounts due from customers for services
performed in the ordinary course of business. As of December 31, 2023, 2024 and 2025, we had
trade and bills receivables, net of impairment losses of RMB123.6 million, RMB167.7 million and
RMB248.3 million, respectively, representing 15.3%, 20.5% and 32.9% of our total current assets,
respectively.
The following table sets forth a breakdown of our trade receivables as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118129,455 180,789 264,460
Bank acceptance notes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 1 0––
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118129,965 180,789 264,460
Less: Impairment losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,341) (13,084) (16,140)
Trade and Bills receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123,624 167,705 248,320
We performed an impairment analysis with regard to the balance of our trade receivables at
the end of each year or period within the Track Record Period. As of December 31, 2023, 2024 and
2025, we had loss allowance for impairment of trade and bills receivables of RMB6.3 million,
RMB13.1 million and RMB16.1 million, respectively. We measure loss allowances for trade
receivables and contract assets using IFRS 9 simplified approach and calculate ECLs based on
lifetime ECLs on aging and industry basis. Our provision matrix is based on our historical credit
loss experience, adjusted for forward-looking factors specific to the debtors and the economic
environment and an assessment of both the current as well as the forecast direction of conditions
at the reporting date, including time value of money where appropriate. With respect to our
unsettled receivables as of the Latest Practicable Date, based on the ECL allowance principles set
forth herein, we have made impairment losses allowances depending on the circumstances
surrounding the counterparty and the nature of the receivables. Based on the foregoing, we believe
that we have made adequate provision for impairment losses on our trade receivables.
FINANCIAL INFORMATION
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The table below sets forth an aging analysis of trade receivables, based on the recognition
dates, as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899,694 120,624 207,508
Within three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,252 93,840 12,779
Four to six months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,592 18,968 28,190
Seven to twelve months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,850 7,816 166,539
One to two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,728 39,335 13,672
Two to three years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,345 15,399 28,554
Three to four years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,760 2,968 11,977
Over four years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118928 2,463 2,749
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118129,455 180,789 264,460
As of April 30, 2026, 25.9% of our trade receivables as of December 31, 2025, or RMB68.6
million of our trade receivables had been settled. The subsequent settlement of our trade receivables
during the first quarter of 2026 w as primarily influenced by the seasonal nature of our customers’
payment cycles. Many of our customers conduct their internal annual budgeting and fund allocation
processes during the first quarter of the year. Consequently, the release of budgetary funds and the
processing of payment approvals are generally concentrated in subsequent quarters. Furthermore,
the first quarter encompasses major public holidays, such as the Chinese New Y ear, which typically
results in a temporary slowdown in administrative and payment procedures. We are proactively
following up with our customers and anticipate enhanced settlement collections as their annual
budgets are officially released.
Below sets forth the trade receivables turnover days of our overall operation and AI services:
Y ear ended December 31,
2023 2024 2025
Average trade receivables turnover days (1) /H1118/H1118/H1118/H1118/H1118148 178 200
(1). Average gross trade receivables turnover days equal the average of the opening and closing trade receivable
balances of the indicated period divided by the revenue for the same period and multiplied by 365 days.
The increase in our trade and bills receivables was mainly in relation to our public sector
services and media and communication segments and largely in line with our revenue growth. Our
trade receivables turnover days increased from 148 days in 2023 to 178 days in 2024 and further
to 200 days in 2025. There has been no material change to our typical credit terms granted to
customers during the Track Record Period. As we expanded the range of use cases and industries
served of our AI services, we undertook increasingly complex projects that typically entail more
complicated implementation and longer acceptance cycles. Consequently, we have accommodated
customers’ requests for flexible settlement schedules as part of our strategy to attract customers.
Furthermore, during the Track Record Period, we increasingly engaged large enterprises and public
sector customers, which typically adopt more structured internal approval, budgeting and payment
procedures, and, in some cases, their downstream customers experienced temporary constraints due
to the macroeconomic conditions leading to the increase in our trade receivables turnover days. In
addition, certain of our AI projects, particularly those involving system integration and platform-
level deployments, are subject to phased delivery and formal acceptance processes. As a result,
settlement timelines are generally longer compared to smaller-scale or standardized projects. We
were engaged by a customer to provide AI services for a intelligent transportation platform intended
for its end customer. We have fulfilled our contractual obligations, and our work has been formally
FINANCIAL INFORMATION
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accepted by our customer. However, the settlement of the outstanding trade receivables from this
customer has been delayed, primarily attributable to the protracted internal approval and settlement
procedures at its end customer that have consequently impacted our customer’s payment timeline
to us. We are actively engaging with our customer to carry out multiple approaches to secure the
settlement of the outstanding amount.
In response to this trend, we have implemented a robust and multi-faceted credit control
policy to proactively manage our receivables and mitigate potential risks. Our finance team
conducts regular, detailed reviews of the receivables aging profile. For accounts requiring
intervention, our business and finance teams collaborate closely to develop and implement
collection strategies. These strategies range from intensifying our follow-up communications to
negotiating mutually agreeable, structured repayment schedules.
To reinforce these efforts, we have adjusted our internal policies to facilitate successful and
timely payment collection, further aligning our commercial objectives with prudent financial
management throughout the entire sales cycle. For significantly overdue accounts, we may choose
to take legal steps to enforce payment and protect the Group’s interests. Having considered the
background of the relevant customers, their creditworthiness, ongoing business relationships, and
subsequent settlement patterns, we believe that substantial portion of our trade receivable balances
are recoverable and the provision for impairment is adequate and appropriate. Through these
dedicated credit management and collection strategies, we believe we can effectively manage the
risks associated with extended payment cycles while supporting our strategic growth objectives and
maintaining the overall financial stability of the Group and that there are no material recoverability
issues in relation to our trade receivables.
We implement the following measures to manage our working capital requirements and
maintain a healthy liquidity position and cash conversion cycle.
 Prudent liquidity management . We regularly monitor our cash flow positions and
forecasts to ensure we have sufficient cash and financing facilities to meet our
short-term and long-term working capital needs.
 Active monitoring of receivables . Our finance team actively manages our trade
receivable portfolio, closely monitors the aging of receivables, and maintains proactive
communication with our customers to facilitate payment collection.
 Disciplined project and cost management . We closely monitor the progress of our
projects and the accumulation of related costs to ensure milestones are met efficiently
and align with our financial forecasts.
We believe these measures, supplemented by our existing liquidity resources, are sufficient to
manage our working capital requirements.
Contract assets
Our contract assets are generally the final payments under project contracts which are due at
the end of the quality assurance period. Contract assets are recorded as we have no right on these
amounts of consideration when the related revenue is recognized.
Our contract assets increased by 49.3% from RMB7.1 million as of December 31, 2023 to
RMB10.6 million as of December 31, 2024, primarily in line with our growth in and recognition
of our revenue. Our contract assets decreased by 32.1% from RMB10.6 million as of December 31,
2024, to RMB7.2 million as of December 31, 2025, primarily due to the recovery of certain
retention receivables in 2025.
As of April 30, 2026, RMB0.2 million, or 2.1% of our contract assets as of December 31, 2025
had been recognized as trade receivables.
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Prepayments, other receivables and other assets
The table below sets forth a breakdown of our current portion of prepayments, other
receivables and other assets as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Prepayments to suppliers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,780 14,246 26,813
Other tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,443 7,023 9,648
Deposits and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,097 7,040 18,161
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,193
Less: Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849 106 176
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,271 28,203 56,639
Our current prepayments primarily consisted of advances to our suppliers in connection with
purchases of hardware and services. Our prepayments to suppliers increased significantly by
195.8% from RMB4.8 million as of December 31, 2023 to RMB14.2 million as of December 31,
2024 and further by 88.7% to RMB26.8 million as of December 31, 2025, primarily due to
prepayments for the purchase of computing resources.
Our other tax recoverable primarily consisted of deductible amounts arising from the purchase
of goods, services, and assets. Other tax recoverable decreased by 25.5% from RMB9.4 million as
of December 31, 2023 to RMB7.0 million as of December 31, 2024, primarily due to a decrease in
hardware purchase costs. Our other tax recoverable increased by 37.1% to RMB9.6 million as of
December 31, 2025, primarily due to an increase in our overall procurement volume, resulting in
increased amount of invoices received from suppliers during the period.
Our current deposits and other receivables primarily consisted of bidding deposits and
advances to employees in daily operations. Deposits and other receivables increased from RMB3.1
million as of December 31, 2023, by 125.8% to RMB7.0 million as of December 31, 2024 and by
160.0% to RMB18.2 million as of December 31, 2025, primarily due to receivables arising from the
disposal of a subsidiary.
As of April 30, 2026, RMB13.5 million, or 23.8% of our prepayments, deposits and other
receivables as of December 31, 2025, had been settled or utilized.
Financial assets at fair value through profit or loss (“FVTPL”)
Financial assets at FVTPL comprises our RMB-denominated structured deposits, listed equity
investment, and other unlisted investments. The table below sets forth the financial assets at FVTPL
as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Structured deposits, at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 70,068 –
Listed equity investments, at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 103 106
Other unlisted investments, at fair value /H1118/H1118/H1118/H1118/H1118/H1118– 750 26,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 70,921 26,106
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Our current financial assets at FVTPL consisted of structured deposits purchased from
commercial banks. The aforementioned structured deposits carried expected annual interest rates of
1.35% to 3.10% during the Track Record Period. For details, see note 24 to the Accountants’ Report
in Appendix I to this document.
We have implemented cash management policies to govern our financial assets. We invest
only in low-risk products such as large-denomination certificates of deposit, time deposits,
structured deposits, and seven-day notice deposits, and we transact exclusively with reputable
commercial banks that meet our credit and risk criteria. Our investment activities are subject to
internal approval by our management, and are executed and overseen by our Finance Department,
which conducts customary due diligence, risk assessments and ongoing monitoring. We do not
pledge investment products as collateral, nor do we use third-party or personal accounts for such
investments. We require that returns on these investments exceed prevailing rates for comparable
term bank deposits, and we enter into written agreements to clearly define the rights and obligations
of all parties. Through these policies, we seek to ensure that our financial assets are managed
prudently, in compliance with applicable laws and regulations, and in a manner that safeguards our
assets while maximizing returns. The investment in financial assets at fair value through profit or
loss after the Listing will be subject to the compliance with Chapter 14 of the Listing Rules.
Trade and bills payables
Our trade and bills payables primarily consist of payables to our suppliers of hardware
accessories and outsourced software development. Rather than a fixed credit period, our payment
terms with trade suppliers are generally structured based on specific delivery milestones, with
varying payment percentages stipulated for each stage.
Our trade and bills payables increased by 14.9% from RMB54.5 million as of December 31,
2023 to RMB62.6 million as of December 31, 2024 and further by 35.1% to RMB84.6 million as
of December 31, 2025, primarily in line with our increase in revenue.
The table below sets forth an aging analysis of our trade and bills payables:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,348 48,716 70,789
Within three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,864 35,992 27,504
Four to six months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,341 5,007 8,536
Seven to nine months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,886 3,062 7,081
Ten to twelve months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,257 4,655 27,668
One to two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,555 10,691 5,435
Two to three years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,042 2,149 6,084
Over three years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,526 1,089 2,268
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,471 62,645 84,576
The table below sets forth the average trade and bills payables turnover days for the periods
indicated:
Y ear ended December 31,
2023 2024 2025
Trade and bills payables turnover days (1) /H1118/H1118/H1118/H1118/H1118/H1118116 136 136
(1). Average trade and bills payables turnover days equal the average of the opening and closing trade payables
balances of the indicated period divided by the cost of sales for the same period and multiplied by 365 days.
FINANCIAL INFORMATION
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Our trade and bills payables turnover days increased from 116 days in 2023 to 136 days in
2024, reflecting our strengthened bargaining power on payment terms with suppliers as our business
scale expands. Our trade and bills payable turnover days remained relatively stable at 136 days in
2025. As of April 30, 2026, RMB39.1 million, or 46.3% of our trade and bills payables as of
December 31, 2025, had been settled.
Other payables and accruals
The table below sets forth our other payables and accruals as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Payroll and welfare payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,160 34,429 43,890
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,479 14,617 20,599
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,321 15,979 17,084
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,960 65,025 81,573
Our other payables and accruals primarily consisted of payroll and welfare payables, other tax
payables, and others. Payroll and welfare payables mainly comprise salaries and bonuses payable
to employees. Payroll and welfare payables increased significantly from RMB22.2 million as of
December 31, 2023 to RMB34.4 million as of December 31, 2024, and further to RMB43.9 million
as of December 31, 2025, primarily as a result of an increase in the amount of bonuses accrued for
the year, reflecting our updated bonus policy and improved company performance.
Other tax payables mainly represent value-added tax payable on revenue that has been
recognized but for which invoices have not yet been issued. Other tax payables increased from
RMB12.5 million as of December 31, 2023 to RMB14.6 million as of December 31, 2024 and
further to RMB20.6 million as of December 31, 2025, primarily due to the increase in revenue
during these periods, which resulted in higher corresponding tax obligations.
Contract liabilities
Our contract liabilities represent short-term advances received from customers. We receive
payments from customers based on billing schedule as established in contracts. The table below sets
forth our contract liabilities as of the dates indicated:
Our contract liabilities decreased by 29.7% RMB63.0 million as of December 31, 2023 to
RMB44.3 million as of December 31, 2024, primarily due to the delivery and acceptance of certain
projects. Our contract liabilities remained relatively stable at RMB46.4 million as of December 31,
2025. As of April 30, 2026, RMB18.7 million, or 40.3% of our contract liabilities as of December
31, 2025, had been recognized as revenue.
Lease liabilities
We lease properties to operate our business. These leases are typically made for a fixed term
of one to three years. Lease terms are negotiated on an individual basis and contain different
payments and conditions. These lease agreements do not impose any covenants, but leased assets
may not be used as security for borrowing purposes. To a lesser extent, we also lease properties with
a term of less than one year. These leases are short-term and we have elected not to recognize
right-of-use assets and lease liabilities for these leases. For details of our lease liabilities during the
Track Record Period, see “— Indebtedness”.
FINANCIAL INFORMATION
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Non-Current Assets and Liabilities
The table below sets forth our non-current assets and liabilities as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,046 21,836 15,094
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,645 15,206 17,625
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,982 5,631 9,460
Prepayments, other receivables and other assets /H1118 3,828 2,577 3,040
Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 50,834
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,191 10,519 –
Equity investments designated at fair value
through other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118– – 10,000
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,692 55,769 106,053
Non-current liabilities
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118525 317 30
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,173 3,044 6,866
Interest-bearing bank loans and other borrowings /H1118 – – 40,520
Put option liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 52,555
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,698 3,361 99,971
Property, plant and equipment
During the Track Record Period, our property, plant and equipment consisted mainly of
furniture and fixtures, electronic devices, vehicles and leasehold improvement. Property, plant and
equipment is stated at cost less accumulated depreciation. The cost of an item of property, plant and
equipment comprises its purchase price and any directly attributable costs of bringing the asset to
its working condition and location for its intended use. Our property, plant and equipment then
decreased by 19.3% from RMB27.0 million as of December 31, 2023 to RMB21.8 million as of
December 31, 2024, and further to RMB15.1 million as of December 31, 2025, primarily due to
depreciation provided during the years.
Right-of-use assets
Right-of-use assets are recognized at the commencement date of the lease (that is, the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any
accumulated depreciation, and adjusted for any remeasurement of lease liabilities. During the Track
Record Period, our right-of-use assets primarily consisted of leases for office spaces and other
facilities. Our right-of-use assets decreased substantially by 60.6% from RMB38.6 million as of
December 31, 2023 to RMB15.2 million as of December 31, 2024, primarily due to the termination
of certain leases to improve office cost efficiency. Our right-of-use assets then increased by 15.8%
to RMB17.6 million as of December 31, 2025, primarily due to completion of our acquisition of
Xinhua Mobile Group, as well as addition of new leases.
FINANCIAL INFORMATION
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Goodwill
Goodwill is measured as the excess of the sum of the consideration transferred, the amount
of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held
equity interest in the acquiree (if any) over the net amount of the identifiable assets acquired and
the liabilities assumed as at acquisition date. We had goodwill of RMB50.8 million as of December
31, 2025, attributable to our acquisition of Xinhua Mobile. The headroom was RMB163.6 million
as of December 31, 2025. If the pre-tax discount rate increased or decreased by 2.0% from 15.8%,
the recoverable amount of the Xinhua Mobile AI services cash-generating unit would decrease by
RMB39.2 million or increase by RMB53.0 million, respectively. See note 15 to the Accountants’
Report set out in Appendix I.
Put option liabilities
Our put option liabilities during the Track Record Period arose entirely in connection with our
acquisition of Xinhua Mobile, which includes an earn-out arrangement for Xinhua Mobile’s
non-controlling shareholders after the acquisition if Xinhua Mobile meets certain pre-agreed
performance targets. The financial liability associated with the put option over such non-controlling
interest has been recognized at the present value of the amount payable upon exercise of the such
put option.
SHARE CAPITAL
We entered into respective shareholders’ agreements (collectively, the “ Pre-IPO Investors
Agreements ”) with various pre-IPO Investors (collectively, the “ Pre-IPO Investors ”) from 2018
to 2025 and issued ordinary shares thereto with a total consideration of approximately RMB1,215.0
million (collectively, the “ Pre-IPO Investments ”) with the respective par value being recorded as
share capital and the remainder as reserves. Pursuant to the Pre-IPO Investors Agreements, we
granted the Pre-IPO Investors with redemption rights.
There was no exercise of redemption rights granted by us throughout the Track Record Period.
On 18 June 2025, our Company and the Pre-IPO Investors, subsequently entered into
supplemental agreements, agreeing that the redemption rights granted by us have been irrecoverably
terminated and shall be void ab initio. Taking into account the legal and regulatory framework of
the jurisdiction where we operate and the governing law of the supplemental agreements, the
Directors considered that it is appropriate to present the Pre-IPO Investments as equity throughout
the Track Record Period. Had the redemption rights granted by us to the Pre-IPO Investors been
accounted for as financial liabilities measured at the present value of the redemption amount prior
to entering into the supplemental agreements:
(i) The redemption financial liabilities, total current liabilities, net current
(liabilities)/assets and net (liabilities)/assets would have been:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Redemption financial liabilities /H1118/H1118/H11181,120,434 1,349,011 –
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,314,367 1,536,031 257,544
Net current (liabilities)/assets /H1118/H1118/H1118/H1118/H1118(590,912) (771,862) 498,014
Net (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(524,918) (719,454) 504,096
FINANCIAL INFORMATION
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(ii) The finance costs associated with the redemption financial liabilities, the net loss for the
year, basic and dilutive earning per share would have been:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial costs associated with the
redemption financial liabilities /H1118/H1118 77,299 78,577 41,560
Net loss attributable to ordinary
equity holders of the parent (after
taking into account the finance
costs associated with the
redemption financial liabilities) /H1118/H1118 (336,322) (235,429) (215,865)
Basic earnings per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2.24) (1.56) (1.37)
Dilutive earnings per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118(2.24) (1.56) (1.37)
For further details of the financial impacts, see note 31 and 39(c) of the Accountants’ Report
set out in Appendix I to this prospectus.
CASH OPERATING COSTS
The following table sets forth key information relating to our cash operating costs for the
years indicated.
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Workforce employment (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118267,639 262,910 269,924
Direct production costs, including materials (2) /H1118/H1118/H1118 73,999 77,084 105,412
Research and development costs (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,625 38,172 85,168
Solutions marketing (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,793 22,939 19,656
Non-income taxes, royalties and other
governmental charges /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,768 4,496 8,113
Contingency allowances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118416,823 405,601 488,273
(1). Workforce employment represents employee compensation.
(2). Direct production costs, including materials represents the costs of sales, excluding labor costs, share-based
payment expenses and non-cash items under cost of sales.
(3). Research and development costs represent research and development expenses, excluding employee
compensation, share-based payment expenses and non-cash items under research and development expenses.
(4). Solution marketing represents selling and marketing expenses, excluding employee compensation and
non-cash items under selling and marketing expenses.
During the track record period, our cash operating costs in relation to research and
development costs mainly represent our research and development expenses excluding certain
non-cash items. Our cash operating costs in relation to research and development costs increased
from RMB38.2 million in 2024 to RMB85.2 million in 2025, mainly due to our increased
investment in fundamental research and the procurement of computing power.
FINANCIAL INFORMATION
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INDEBTEDNESS
The following table sets forth the balance and breakdown of our indebtedness as of the dates
indicated:
As of December 31,
As of
April 30,
2023 2024 2025 2026
RMB’000
(unaudited)
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,816 14,364 18,482 19,450
Interest-bearing bank loans and
other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 69,437 92,326
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,816 14,364 87,919 111,776
During the Track Record Period, our borrowings comprised lease liabilities and interest-
bearing bank loans and other borrowings. Our total lease liabilities are measured at the present
value of the lease payments that are not paid at that date. The lease payments shall be discounted
using the interest rate implicit in the lease. Our lease liabilities decreased from RMB35.8 million
as of December 31, 2023 to RMB14.4 million as of December 31, 2024, primarily due to the
termination of certain leases to improve office cost efficiency. Our lease liabilities increased to
RMB18.5 million as of December 31, 2025, and further to RMB19.5 million as of April 30, 2026,
primarily due to our additional leases. As of April 30, 2026, we had committed unutilized banking
facilities of RMB578.3 million.
We had interest-bearing bank loans and other borrowings of RMB69.4 million and RMB92.3
million as of December 31, 2025 and April 30, 2026, respectively, in relation to acquisition and
consolidation of Xinhua Mobile.
Except as disclosed above, as of April 30, 2026, we did not have any material mortgages,
charges, debentures, loan capital, debt securities, loans, bank overdrafts or other 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.
Our Directors confirm that as of April 30, 2026, there was no material covenant on any of our
outstanding debt and there was no breach of any covenant during the Track Record Period and up
to the Latest Practicable Date. Our Directors further confirm that we did not experience any
difficulty in obtaining bank loans and other borrowings, default in payment of bank loans and other
borrowings or breach of covenants during the Track Record Period and up to the Latest Practicable
Date. Our Directors also confirm that there has not been any material change in our indebtedness
since April 30, 2026 and up to the date of this prospectus.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
Capital Commitments
We had no material capital commitments as of December 31, 2023, 2024 and 2025.
Operating Lease Commitments
As of December 31, 2023, 2024 and 2025 and the Latest Practicable Date, we did not have any
material operating lease commitment that is not reflected in consolidated balance sheets. As of the
Latest Practicable Date, we did not have any material operating lease commitment planned for
2026.
FINANCIAL INFORMATION
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OFF-BALANCE SHEET ARRANGEMENTS
As of the Latest Practicable Date, we did not have any off-balance sheet commitments or
arrangements.
CAPITAL EXPENDITURES
Our principal capital expenditures relate primarily to (i) property and equipment, including
computer and electronic equipment, and (ii) other intangible assets, primarily including software
and copyrights. The following table sets forth our capital expenditures for the periods indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Purchases of items of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,348 7,361 3,435
Purchase of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118277 3,225 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,625 10,586 3,435
We had higher purchases of items of property, plant and equipment in 2023, as compared with
that of 2024 and 2025, in relation to IT equipment purchases to support our increased demand for
computing resource.
We expect to finance our capital expenditures through cash generated from operations, our
existing bank borrowings and the net proceeds from the Global Offering. Our current capital
expenditure plans for any future period are subject to change, and we may adjust our capital
expenditures according to our future cash flows, our results of operations and financial condition,
our business plans, market conditions and various other factors. See also “Future Plans and Use of
Proceeds — Use of Proceeds.”
CONTINGENT LIABILITIES
As of December 31, 2023, 2024 and 2025, and the Latest Practicable Date, we did not have
any material contingent liabilities, guarantees or any litigation or claims of material importance,
pending or threatened against us.
KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios for the periods indicated:
Y ear ended December 31,
2023 2024 2025
Growth of revenue (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186.1 27.3 27.5
Gross profit margin (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844.0 50.4 51.2
FINANCIAL INFORMATION
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R&D EXPENDITURE AND TOTAL OPERATING EXPENDITURE
During the Track Record Period, our R&D expenditure primarily consisted of R&D costs
adjusted by adding back intangible assets acquired from third parties and capitalized in connection
with R&D software and deducting amortization expense of capitalized intangible assets included in
R&D expenditure. We used these R&D expenditure to upgrade our core technical capabilities during
the Track Record Period. The table below sets forth our annual and total R&D expenditure for the
periods indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
R&D costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118179,511 131,015 187,545
Adjustments:
Add: Intangible assets acquired from third
parties and capitalized /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,389 –
Less: Amortization expense of capitalized
intangible assets included in R&D
expenditure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(800) (820) (1,061)
R&D expenditure for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118178,711 132,584 186,484
Total R&D expenditure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 497,779
(1)
Notes:
(1) Total R&D expenditure for the three financial years prior to Listing.
(2) Total R&D expenditure over the Track Record Period.
The table below sets forth our annual and total operating expenditure for the periods indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
R&D costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118179,511 131,015 187,545
Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,185 107,661 94,074
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,385 99,767 131,986
Adjustments:
Add: Intangible assets acquired from third
parties and capitalized /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,389 –
Less: Amortization expense of capitalized
intangible assets included in R&D
expenditure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(800) (820) (1,061)
Total operating expenditure for the year /H1118/H1118/H1118/H1118/H1118403,281 340,012 412,544
Total operating expenditure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 1,155,837
(1)
Notes:
(1) Total operating expenditure for the three financial years prior to Listing.
(2) Total operating expenditure over the Track Record Period.
FINANCIAL INFORMATION
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--- page 259 ---
The table below sets forth our annual R&D expenditure ratio and total R&D expenditure ratio
for the periods indicated:
Y ear ended December 31,
2023 2024 2025
R&D expenditure ratio for the year (%) (1) /H1118/H1118/H1118/H1118/H111844.3 39.0 45.2
Total R&D expenditure ratio (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 43.1 (2)
(1) Calculated by dividing R&D expenditure for the year by total operating expenditure for the year.
(2) Calculated by dividing total R&D expenditure for the three financial years prior to the Listing by total
operating expenditure for the three financial years prior to the Listing.
DIVIDENDS
We did not make or declare any dividends in 2023, 2024 and 2025. As of the Latest Practicable
Date, we did not have a formal dividend policy or a fixed dividend payout ratio. Pursuant to our
Articles of Association, our Board may declare dividends in the future after taking into account our
results of operations, financial condition, cash requirements and availability and other factors as it
may deem relevant at such time. Any declaration and payment as well as the amount of dividends
will be subject to our constitutional documents, applicable PRC laws and approval by our
Shareholders. PRC laws require that dividends should be paid only out of the profit for the year
calculated according to PRC accounting principles. As advised by our PRC Legal Adviser, since we
had accumulated losses as of December 31, 2025, we are currently unable to distribute dividends
in accordance with PRC laws. We will, therefore, only be able to declare dividends after: (i) all our
historically accumulated losses have been made up for; and (ii) we have allocated sufficient net
profit to our statutory common reserve fund.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to a variety of financial risks, including foreign currency risk, credit risk and
liquidity risk. Our overall risk management program focuses on the unpredictability of financial
markets and seeks to minimize potential adverse effects on our financial performance. Our Directors
review and agree policies for managing each of these risks. See note 42 of the Accountants’ Report
in Appendix I to this prospectus.
DISTRIBUTABLE RESERVES
As of December 31, 2025, our Company did not have any distributable reserves.
UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS
See “Appendix II — Unaudited Pro Forma Financial Information.”
NO MATERIAL ADVERSE CHANGE
The Directors have confirmed that there has been no material adverse change in our financial
and trading position or prospects since December 31, 2025, being the date to which our latest
audited consolidated financial statements have been prepared.
FINANCIAL INFORMATION
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DISCLOSURE REQUIRED UNDER THE HONG KONG LISTING RULES
We confirm that, as of the Latest Practicable Date, we are not aware of any circumstances that
would give rise to a disclosure under Rules 13.13 to 13.19 of Chapter 13 of the Hong Kong Listing
Rules.
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commissions and other fees
incurred in connection with the Global Offering.
We estimate that our listing expenses will be approximately RMB64.1 million (equivalent to
HK$73.6 million), representing approximately 8.2% of the gross proceeds from the Global
Offering, (based on the Offer Price of HK$60.70 per Offer Share and no exercise of the Pre-IPO
Share Option and the Over-allotment Option). The estimated listing expenses consist of (i)
underwriting-related expenses, including underwriting commissions, of approximately of RMB25.9
million (equivalent to HK$29.8 million), and (ii) non-underwriting-related expenses of
approximately RMB38.2 million (equivalent to HK$43.9 million), comprising (a) sponsor fee of
approximately RMB5.5 million (equivalent to HK$6.3 million), (b) other fees and expenses,
including but not limited to fees and expenses of legal advisors and Reporting Accountants, of
RMB32.7 million (equivalent to HK$37.6 million). Among the estimated listing expenses,
approximately RMB29.1 million (equivalent to HK$33.4 million) is directly attributable to the issue
of our Offer Shares to the public and will be deducted from equity upon the completion of the
Global Offering, approximately RMB21.2 million (equivalent to HK$24.4 million) has been
expensed during the Track Record Period, and approximately RMB13.8 million (equivalent to
HK$15.8 million) is expected to be expensed to profit or loss upon the Global Offering.
Our Directors do not expect such expenses to materially influence our results of operations in
2026.
FINANCIAL INFORMATION
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THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (the “Cornerstone Investment
Agreements”) with the cornerstone investors set forth below (the “Cornerstone Investors”) who
have agreed to subscribe for such number of our Offer Shares (rounded down to the nearest whole
board lot of 200 H Shares) which may be purchased at the Offer Price with an aggregate amount
of approximately US$31 million) (exclusive of the brokerage, the SFC transaction levy, the AFRC
transaction levy and the Stock Exchange trading fee) (the “Cornerstone Placing”).
Based on an Offer Price of HK$60.7 per Offer Share, the total number of Offer Shares to be
subscribed by the Cornerstone Investors would be 4,000,600 H Shares, representing approximately
(i) 26.97% of the Offer Shares pursuant to the Global Offering, assuming that the Over-allotment
Option is not exercised, (ii) 2.31% of our total issued share capital upon completion of the Global
Offering and assuming that the Over-allotment Option is not exercised, and (iii) 2.28% of our total
issued share capital upon completion of the Global Offering and assuming full exercise of the
Over-allotment Option.
Our Company is of the view that, leveraging on the Cornerstone Investors’ investment
experience and market position, the Cornerstone Placing will help to raise the profile of our
Company and to signify that such Cornerstone Investors have confidence in our Company’s
business and prospects. Our Company became acquainted with each of the Cornerstone Investors
in its ordinary course of operation through the Group’s business network or through introduction by
the Company’s the Overall Coordinators involved in the Global Offering.
The Cornerstone Placing will form part of the International Placing, and the Cornerstone
Investors will not acquire any Offer Shares under the Global Offering (other than pursuant to the
Cornerstone Investment Agreements). The Offer Shares to be subscribed by the Cornerstone
Investors will rank pari passu in all respects with the fully paid Shares in issue and will be counted
towards the public float of our Company for the purpose of Rule 19A.13A of the Listing Rules.
Immediately following the completion of the Global Offering, (i) none of the Cornerstone Investors
and their close associates will become a substantial shareholder of the Company; (ii) none of the
Cornerstone Investors and their close associates will have any Board representation in the Company
solely by virtue of its cornerstone investment, and (iii) equity interests in the Company being
beneficially owned by the three largest public Shareholders will be less than 50% for the purpose
of Rule 8.08(3) of the Listing Rules. Other than a guaranteed allocation of the relevant Offer Shares
at the Offer Price, the Cornerstone Investors do not have any preferential rights in the Cornerstone
Investment Agreements compared with other public Shareholders. There are no side arrangements
or agreements between our Company and the Cornerstone Investors or any benefit, direct or
indirect, conferred on the Cornerstone Investors by virtue of or in relation to the Listing, other than
a guaranteed allocation of the relevant Offer Shares at the final Offer Price, following the principles
as set out in Chapter 4.15 of the Listing Guide.
To the best knowledge, information and belief of our Company, (i) the Cornerstone Investors
and its respective ultimate beneficial owners are Independent Third Parties; (ii) none of the
Cornerstone Investors is accustomed to take or has taken instructions from our Company, the
Directors, the Supervisor, chief executive of our Company, substantial Shareholders, existing
Shareholders or any of their respective 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 is directly or indirectly financed by
our Company, the Directors, the Supervisor, chief executive of our Company, substantial
Shareholders, existing Shareholders or any of their respective subsidiaries or their respective close
associates.
CORNERSTONE INVESTORS
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To the best knowledge of the Company and as confirmed by each of the Cornerstone Investors,
their subscriptions under the Cornerstone Investment would be financed by their own internal
proprietary resources (in the case of Guohui (HK) (as defined below), HTCI (as defined below) and
CBMC International (as defined below)) or the assets managed for their investors (in the case of
China Orient EIF (as defined below), HGI (as defined below) and First Seafront Asset Management
Limited which are funds or investment managers), and each of them has sufficient funds to settle
its respective investment under the Cornerstone Placing. Each of the Cornerstone Investors has
confirmed that all necessary approvals have been obtained with respect to the Cornerstone Placing.
The total number of Offer Shares to be subscribed for by the Cornerstone Investors under the
Cornerstone Investment may be affected by reallocation of the Offer Shares between the
International Offering and the Hong Kong Public Offering in the event of over-subscription under
the Hong Kong Public Offering, as described in the paragraphs headed “Structure of the Global
Offering — The Hong Kong Public Offering — Reallocation and Clawback” in this prospectus. The
number of Offer Shares to be acquired by each Cornerstone Investor may be reduced in accordance
with the terms of the Cornerstone Investment Agreements to satisfy the public demands under the
Hong Kong Public Offering, after taking into account the requirements under Rule 18C.09 to the
Listing Rules as well as the discretion of the Sponsor-Overall Coordinator (for and on behalf of the
International Underwriters) to exercise the Over-allotment Option. Further, the Sponsor-Overall
Coordinator and the Company can adjust the number of Offer Shares to be acquired by each
Cornerstone Investor in their sole and absolute discretion for the purpose of compliance with (i) the
minimum public float requirement under Rule 19A.13A(1) of the Listing Rules or as otherwise
approved by the Stock Exchange; (ii) Rule 8.08(3) of the Listing Rules, which stipulates that no
more than 50% of the Shares in public hands can be beneficially owned by the three largest public
Shareholders on the Listing Date; (iii) Rule 18C.08 of the Listing Rules, which stipulates that at
least 50% of the total number of Offer Shares (excluding any Offer Shares to be issued pursuant to
the exercise of the Over-allotment Option) must be taken up by independent price setting investors
in the International Offering (whether as cornerstone investors or otherwise); and (iv) the free float
requirement under Rule 19A.13C(1) of the Listing Rules. Further, the Overall Coordinators and our
Company can adjust the number of Offer Shares to be allocated to the Cornerstone Investors in their
sole and absolute discretion for the purpose of the compliance with Appendix F1 (Placing
Guidelines for Equity Securities) to the Listing Rules. Details of the actual number of Offer Shares
to be allocated to each of the Cornerstone Investors will be disclosed in the allotment results
announcement to be issued by the Company on or around June 25, 2026. The Cornerstone Investors
have agreed to pay in full for the relevant Offer Shares that they have subscribed before dealings
in the Company’s H Shares commence on the Stock Exchange. Certain Cornerstone Investors have
agreed that delivery of all or any part of the Offer Shares it will subscribe may be deferred to a date
later than the Listing Date. Such delayed delivery arrangement is in place to facilitate the
over-allocation in the International Placing. There will be no delayed delivery if there is no
over-allocation in the International Placing. For details of the Over-allotment Option and the
stabilization action by the Stabilizing Manager, see “Structure of the Global Offering — Over-
allotment Option” and “Structure of the Global Offering — Stabilization” in this prospectus.
THE CORNERSTONE INVESTORS
The information about our Cornerstone Investors set forth below has been provided by the
Cornerstone Investors in connection with the Cornerstone Placing.
CORNERSTONE INVESTORS
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The table below sets forth the details of the Cornerstone Placing, based on the Offer Price of
HK$60.7 (being the indicative Offer Price):
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is exercised in full
Cornerstone Investors
Total
Investment
Amount (1)
Number of
Offer Shares
to be
acquired (2)
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
immediately
upon
completion of
the Global
Offering
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
immediately
upon
completion of
the Global
Offering
US$ in
thousand
China Orient Enhanced
Income Fund /H1118/H1118/H1118/H1118/H11186,000 774,400 5.22% 0.45% 4.54% 0.44%
Harvest Global
Investments Limited 6,000 774,400 5.22% 0.45% 4.54% 0.44%
First Seafront Asset
Management Limited 5,000 645,200 4.35% 0.37% 3.78% 0.37%
Guohui (HK) Holdings
Co., Limited /H1118/H1118/H1118/H1118/H11185,000 645,200 4.35% 0.37% 3.78% 0.37%
Huatai Capital
Investment Limited /H1118 5,000 645,200 4.35% 0.37% 3.78% 0.37%
CMBC International
Investment (HK)
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,000 516,200 3.48% 0.30% 3.03% 0.29%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,000 4,000,600 26.97% 2.31% 23.45% 2.28%
Note 1: The investment amount is exclusive of the brokerage fee, the SFC transaction levy, the Stock Exchange
trading fee and the AFRC transaction levy.
Note 2: Subject to rounding down to the nearest whole board lot of 200 H Shares. Calculated based on the exchange
rate set out in “Information about this Prospectus and the Global Offering — Exchange Rate Conversion.”
China Orient Enhanced Income Fund
China Orient Enhanced Income Fund (“ China Orient EIF ”) is a company incorporated in the
Cayman Islands and is a discretionary fund managed by China Orient International Asset
Management Limited. China Orient International Fund Management Limited, a company
incorporated in the Cayman Islands with limited liability, is the sole management shareholder of
China Orient EIF. Both China Orient International Fund Management Limited and China Orient
International Asset Management Limited are wholly-owned subsidiaries of China Orient Asset
Management (International) Holding Limited. China Orient Asset Management (International)
Holding Limited is ultimately controlled by Central Huijin Investment Ltd, a state-owned
investment company, established in December 2003 and mandated to exercise the rights and the
obligations as an investor in major state-owned financial enterprises, on behalf of the People’s
Republic of China. Save as Central Huijin Investment Ltd, no other ultimate beneficial owner holds
30% or more interests in China Orient Asset Management (International) Holding Limited.
Harvest Global Investments Limited
Harvest Global Investments Limited (ʮ̡)( “ HGI”) was established
in Hong Kong in 2008 and is licensed by the SFC to conduct the regulated activities of asset
management, advising on securities, and dealing in securities.
CORNERSTONE INVESTORS
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HGI is the wholly-owned subsidiary of Harvest Financial Group Limited (“ HFG”) since July
2024, and HFG is the wholly-owned subsidiary of Harvest Fund Management Co., Ltd (“ HFM”).
HFM is owned as to 40% by China Credit Trust Co. Ltd (which is in turn held as to 32.9% by The
People’s Insurance Company (Group) of China Limited, a company listed on the Shanghai Stock
Exchange (stock code: 601319.SH) and the Hong Kong Stock Exchange (stock code: 1339.HK)),
30% by Lixin Investment Co., Ltd and 30% by DWS Investments Singapore Limited. HFM was
established as one of the first asset management companies in China in 1999. Since then, HFM has
grown into one of the largest asset managers in China. The Harvest group (namely HFM and
Harvest) had approximately USD265 billion of assets under management as of end of December
2025.
HGI manages discretionary funds with its on-the-ground team who understands how policy
decisions impact local markets, the complexities of risk on-shore and off-shore and have their finger
on the pulse of companies primed for quantum growth. HGI’s investment and management teams
combine top-pedigree international experience with intimate knowledge of Chinese markets. At the
investment level, as the forefront of Harvest group’s overseas investments, HGI has always adhered
to HFM’s progressive and steady investment philosophy, embracing the resource sharing of the
integrated investment research system and the investment management process centered on
“research driven investment”, and built an investment management team with comprehensive
management capabilities. HGI will subscribe for the Offer Shares as cornerstone investor in its
capacity as the discretionary investment manager for and on behalf of certain funds and mandate
accounts. To the best of HGI’s knowledge, no single ultimate beneficial owner holds 30% or more
interest in the participating funds or accounts, and each of such fund or account is an independent
third party.
First Seafront Asset Management Limited
First Seafront Fund Series SPC (on behalf of First Seafront Capital Ascent Fund SP and First
Seafront Capital Ascent II Fund SP) is a discretionary fund established in the Cayman Islands. First
Seafront Fund Series SPC is a Segregated Portfolio Company incorporated in the Cayman Islands
with limited liabilities and is an Independent Third Party. Each of First Seafront Capital Ascent
Fund SP and First Seafront Capital Ascent II Fund SP is a segregated portfolio of First Seafront
Fund Series SPC. First Seafront Fund Series SPC is controlled by First Seafront Asset Management
Limited as the investment manager on a discretionary basis.
First Seafront Asset Management Limited is a company incorporated in Hong Kong with
limited liability on 9 June 2022, and is licensed by the SFC in Type 1 (dealing in securities), Type
4 (advising on securities) and Type 9 (asset management) activities since September 2023. It
conducts dealing in securities, investment advisory, and asset management activities in Hong Kong
in compliance with regulatory requirements. First Seafront Asset Management Limited is ultimately
owned by First Seafront Holding Limited, and no ultimate beneficial owner holds 30% or more
interest in First Seafront Asset Management Limited. No single investor holds 30% or more interest
in First Seafront Fund Series SPC, and no ultimate beneficial owner holds 30% or more interest in
First Seafront Fund Series SPC.
Guohui (HK) Holdings Co., Limited
Guohui (HK) Holdings Co., Limited ( ਷౉(ಥ)ʮ̡)( “Guohui HK ”) is a company
incorporated in Hong Kong with limited liability and is wholly owned by Shandong Development
Investment Holding Group Co., Ltd. (ʮ̡), which is owned as to
approximately 97.88% by the State-owned Assets Supervision and Administration Commission of
Shandong Province (ึ).
CORNERSTONE INVESTORS
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Huatai Capital Investment Limited
Huatai Capital Investment Limited (“ HTCI ”) is a company incorporated in Hong Kong and
is a wholly-owned subsidiaries of Huatai Securities Co., Ltd. (“ HTSC ”). HTSC is a leading
technology-driven securities group in China, with its A-shares listed on the Shanghai Stock
Exchange (stock code: 601688) and H-shares listed on the Stock Exchange (stock code: 6886), and
GDR listed on the London Stock Exchange (HTSC.L).
CMBC International Investment (HK) Limited
CMBC International Investment (HK) Limited (“ CMBC International ”) is a company
incorporated under the laws of Hong Kong. It is directly wholly-owned by CMBC International
Holdings Limited, which is in turn wholly-owned by China Minsheng Bank Corp., Ltd., a company
listed on the Shanghai Stock Exchange (stock code: 600016) and the Stock Exchange (stock code:
1988).
CLOSING CONDITIONS
The obligation of each of Cornerstone Investors to acquire the Offer Shares under the
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 Listing Committee having granted the approval for the listing of, and permission to
deal in, the H Shares (including the H Shares under the Cornerstone Placing) as well as
other applicable waivers and approvals and such approval, permission or waiver having
not been revoked prior to the commencement of dealings in the H Shares on the Stock
Exchange;
(iii) no laws shall have been enacted or promulgated which prohibits the consummation of
the transactions contemplated in the Global Offering or the respective Cornerstone
Investment Agreement, and there being no orders or injunctions from a court of
competent jurisdiction in effect precluding or prohibiting consummation of such
transactions; and
(iv) the agreement, representations, warranties, acknowledgements, undertakings and
confirmations of the Cornerstone Investors under the respective Cornerstone Investment
Agreement are accurate and true in all respects and not misleading and that there is no
material breach of the respective Cornerstone Investment Agreement on the part of the
relevant Cornerstone Investors.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each of the Cornerstone Investors 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 from and including the Listing Date (the “Lock-up
Period”), dispose of, in any way, any of the Offer Shares it has purchased, pursuant to the 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
Investors, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
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FUTURE PLANS
For a detailed description of our future plans, see “Business — Our Strategies.”
USE OF PROCEEDS
We estimate that the net proceeds from the Global Offering will be approximately HK$826.8
million, assuming an Offer Price of HK$60.70 per Share, after deducting underwriting commissions
and estimated offering expenses paid and payable by us in the Global Offering, taking into account
any additional discretionary incentive fee.
We intend to use the net proceeds from the Global Offering for the following purposes:
 approximately 60.0%, or HK$496.1 million, will be used for continued investment in
and enhancement of our foundational models and core research and development
capabilities, in support of which we plan to invest in purchases of hardware and
software, labor, computing resources, and purchase and operation of data. The following
table sets forth our procurement plan for resources and services to support our research
and development, which mainly includes computing resources, software and data
services:
Category of
Procurement
Estimated Total
Cost over the next
Three Y ears (HK$
million) Details
Computing
resources /H1118/H1118/H1118/H1118
230.7 Cloud computing resources for core computing, big
data and analytics, multi-layered storage,
comprehensive networking and security, databases
and message queues; AI infrastructure, including
GPU servers for model training, as well as other
operation supporting resources
Software /H1118/H1118/H1118/H1118/H1118/H111854.8 Development and technology platform, including
license for operating systems, database software,
and data science tools, as well as general purpose
operation and collaboration software
Data services /H1118/H1118/H1118 71.8 Dataset procurement and licensing, as well as data
annotation and processing services
We also aim to invest approximately HK$122.3 million over the next three years to hire
additional staff to support our ongoing research and development, including
approximately 82 R&D personnel of various key positions such as big data architects,
large model algorithm engineers, knowledge graph algorithm engineers, agent R&D
engineers, and industry domain experts.
FUTURE PLANS AND USE OF PROCEEDS
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(a) approximately 15.0%, or HK$124.0 million, will be used for upgrading the
infrastructure of our proprietary DIOS system and improving its model
capabilities, including, among others, enhancing computing infrastructure to
support faster and more robust model training, acquiring and processing additional
high-quality data to further refine and improve DIOS model performance, and
expanding the research and development team to accelerate innovation and
implementation of advanced features; The table below sets forth our R&D targets
and expected activities to realize these targets in enhancing the core levels of our
DIOS:
Core Level R&D Target Expected Activities
DI-Brain /H1118/H1118/H1118Function Iteration
– Context engineering: smarter,
more relevant, and adaptive
responses using integrated user
data and context.
– Multimodal support: unified
interaction across text, vision,
and speech for seamless user
experiences.
– Autonomous planning: automate
task breakdown and execution
for higher efficiency.
– Document parsing: broader and
more accurate document
understanding, including scans
and handwriting;
– Knowledge-Augmented
generation integration: enhanced
reasoning and Q&A accuracy for
specialized domains;
– Simpler, more intuitive operation
and a consistent, clear interface.
Talent & Team Building
– To hire additional R&D
personnel and to build expert
teams with deep industry
backgrounds for new sectors.
Infrastructure & Resource
Investment
– To continually invest in the
procurement of hardware,
software, data, and computing
resources.
– To procure third-party cloud
services and platform software
services to support the
development of platforms like
DIOS on Cloud.
Data & Ecosystem Collaboration
– To acquire and process
additional, high-quality data to
further refine and improve the
performance of the DIOS model.
– To collaborate with external
institutions and device
manufacturers on joint R&D
projects.
Industry Agent Implementation
– Develop and launch agents in
for industry-specific applications
in science and education and
industrial investment promotion,
among others.
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Core Level R&D Target Expected Activities
Y ayi LLM /H1118/H1118Core Technology & Foundational
Model Enhancement
– Achieve application of the
model in the areas of
mathematics, physics, chemistry
and biology, among others;
– Improve inference speed
benchmarking and surpassing
current leading models.
Technical Feature Enhancements
– Strengthen at certain industry-
specific models to leading
levels;
– Advance unified text-visual
understanding with large-scale
multimodal data.
– Boost translation speed for
multiple languages with minimal
quality loss.
– Launch Y ayi Agent framework
and develop proprietary agent
tools.
Products & Applications
– Release new platform features
and expand long-form writing
support.
– Explore cross-platform research
assistant applications and
services.
– Boost registrations and active
users of the applications.
Influence & Community
– Achieve top ranking on certain
mainstream AI ranking lists.
– Publish open-source projects to
increase industry visibility.
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Core Level R&D Target Expected Activities
X-Data /H1118/H1118/H1118/H1118Core Technology & Foundational
Model Enhancement
– DIOS platform upgrade: by
evolving to the next-generation
DOMA framework, representing
a structural evolution of our
technical philosophy;
– Next-Generation Y ayi LLM
R&D: with the goal of creating
a multimodal fusion model that
can seamlessly integrate diverse
data types like text and images;
– X-Agent platform development;
– Expansion of language and tool
capabilities: to accommodate
broader linguistic and cultural
contexts and to enhance its
ability to autonomously
coordinate various tools and
agents.
Innovative Service Deployment,
Delivery & Integration
– Development of the cloud-based
DIOS;
– AI & IoT edge device
integration;
Industry-Specific Solution
Development
– With the initial focus in the
sectors in energy, science &
education, and publishing.
(b) approximately 10.0%, or HK$82.7 million, will be used for upgrading our large
models, of which:
i. approximately 5.0%, or HK$41.3 million, will be used for the research and
development of the next generation of our proprietary large language model,
Y ayi LLM. Our next-generation Y ayi LLM will seamlessly integrate diverse
data types, including text, images, diagrams, and other data. We also aim to
further develop a fusion model integrating general purpose and specialized
model capabilities to understand domain specific datasets, enhance context
sensitive reasoning algorithms, and autonomously coordinate a diverse set of
tools and agents. In addition, we are prioritizing the expansion of our LLM’s
language capabilities to accommodate a broad spectrum of linguistic and
cultural contexts; and
ii. approximately 5.0%, or HK$41.3 million, will be used for development and
upgrade of our X-Agent enterprise AI agent development platform to enhance
its intelligence and efficiency, which is an AI agent platform suitable for
FUTURE PLANS AND USE OF PROCEEDS
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various industries and scenarios, integrating large models, knowledge base
and workflow via a low code environment. X-Agent platform is expected to
satisfy diverse needs for AI application development, supporting both
rule-based and autonomous reasoning;
(c) approximately 10.0%, or HK$82.7 million, will be used for research and
development of the cloud-based infrastructure we are developing to deliver AI
services online, namely, DIOS on Cloud. This platform will cater to customers who
do not require on-premise deployment or extensive local applications. By
introducing DIOS on Cloud as a flexible, subscription-based platform, we aim to
reach a broader audience, including small and medium-sized enterprises (SMEs),
start-ups, and professional users. We also plan to invest in purchases of cloud
services and platform software customization services in support of its
development;
(d) approximately 15.0%, or HK$124.0 million, will be used for broadening the
market reach for our current product offerings in existing sectors, of which:
i. approximately 10.0%, or HK$82.7 million, will be used for elevating the
integration of AI capabilities across our established offerings portfolio. We
plan to continue investing in the development of enterprise AI infrastructure
for larger organizations and institutions, combining hardware, software and
services. We also plan to upgrade our existing products by embedding
advanced AI technologies to enhance their intelligence and automation. In
support of our research and development in this area, we also plan to invest
in purchases of cloud services and platform software customization services
in support of its development; and
ii. approximately 5.0%, or HK$41.3 million, will be used for the product
development to integrate our AI services with IoT edge devices for industries
through collaborations with device manufacturers. As a result of the
integration, our AI services and decision intelligence capabilities are
pre-deployed on these devices. Besides investing in labor costs and software
and hardware purchases to support the product development and launching of
such IoT devices, we also plan to hold training sessions and meetings to
better communicate with and present to the relevant business partners and
end-users and potential partner; and
(e) approximately 10.0%, or HK$82.7 million, will be used for diversifying our
offerings to serve customers across more industry sectors, of which:
i. approximately 5.0%, or HK$41.3 million, will be used for developing
tailored service offerings geared towards new industry sectors where AI
transformation is rapidly driving value creation, benefiting from favorable
government policies such as “the Opinions of the State Council on Deepening
the Implementation of the ‘AI Plus’ Action” (ɛʈ
จԈ), focusing on the sectors of, among others:
 Science and education , our strategy aligns with key national goals
promoting AI integration in education, such as the “Outline of the
Construction of a Powerful Education Nation (2024–2035)” ( ઺ԃ੶਷
ࠅ2024-2035)), and we already possess ready-to-use
educational components like AI assistants and learning path planning
tools. This capability is validated by our know-how on AI research tools
and our existing relationships with top-tier universities. We intend to
support this growth by hiring specialists with expertise in teaching and
research management.
FUTURE PLANS AND USE OF PROCEEDS
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 Energy , empowering energy companies with AI tools for data
aggregation, trend analysis, and scenario simulations is key to
optimizing operations and managing risks. This expansion is supported
by strong policy alignment for promoting the AI transformation of
energy enterprises, proven technology, and an established customer
base. Our capabilities are already validated by existing major customers
in this sector, providing a strong foundation for our planned expansion
to other industry giants. This growth will be supported by hiring
dedicated industry experts in fields like power grid and the oil and gas
industry to work alongside our AI specialists.
 Healthcare , modernizing traditional Chinese medicine with AI-powered
knowledge management, diagnostic assistant and prescription
formulation is enabling personalized and evidence-based treatment
plans. Our existing AI technologies can be adapted to process and
analyze large volumes of traditional Chinese medicine academic
literature and data, supporting diagnosis and treatment
recommendations. We will deepen collaborations with established
traditional Chinese medicine institutions, which will provide access to
clinical resources and real-world application scenarios, helping us
validate and refine our services. Furthermore, we will further
strengthen our team by bringing in experts with extensive experience in
the industry; and
Our DIOS platform and ready-to-use assets, including industry knowledge
graphs and data governance platforms, enable the rapid development of
tailored solutions. To support our plan for entering these segments, we will
make investment in labor and purchase of hardware, software, data, and
computing resources.
ii. approximately 5.0%, or HK$41.3 million, will be used for market
development and promotion of our service offerings in new industries. We
plan to initiate targeted marketing campaigns to raise awareness of our AI
solutions among potential customers in the aforementioned sectors through
means such as participation in industry events, workshops, demonstrations,
and pilot programs to help potential customers understand and adopt our AI
services.
 approximately 20.0%, or HK$165.4 million, will be used for expansion of our offerings,
brand building, and broaden customer reach across industries, of which:
(a) approximately 10.0%, or HK$82.7 million, will be used to support targeted online
and offline marketing campaigns designed to enhance our brand visibility and
market awareness, aiming to effectively communicate our value proposition and
drive customer acquisition efforts. We plan to participate in and sponsor high
impact events over the next three years to support the launching of our future
products and increase our overall brand exposure; and
(b) approximately 10.0%, or HK$82.7 million, will be used to enhance and optimize
our marketing and sales network, including fostering robust presence in key
regional markets, such as reinforcing regional hubs to facilitate closer client
relationships and improve market penetration, ultimately enhancing regional
coverage and driving business growth in these regions. As of the Latest Practicable
Date, our local sales team consists of 41 members, strategically covering sales
channels in over 20 provinces. We aim to hire additional sales and marketing staff
and further expand our sales networks and establish localized sales force in nearly
FUTURE PLANS AND USE OF PROCEEDS
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--- page 272 ---
all provinces in China, starting from the capital cities of the provinces yet to be
covered. We plan to establish local sales offices in a number of provinces including
Hebei, Shandong and Zhejiang in the first half of 2026, and then extend our
presence to Gansu, Qinghai provinces and the Macau SAR in the second half of
2026. Our expansion plan might be adapted in response to evolving market
conditions. In addition, we aim to develop a network of integrated channel partners
to broaden our market reach and improve distribution efficiency. By leveraging
both direct sales and channel partners, we aim to reinforce our sales and marketing
infrastructure, enhance regional coverage, and drive business growth.
 approximately 10.0%, or HK$82.7 million, will be used to fund potential strategic
investment and acquisition. Our investment and acquisition strategy will focus on targets
within the AI ecosystem that can strengthen our core AI capabilities and accelerate our
long-term growth, such as technology companies possessing advanced technologies in
data processing or complementary AI algorithms that can be integrated with our existing
platforms, and downstream businesses with strong commercial applications and
established market presence in high-growth segments. Any potential target will be
evaluated against a strict set of criteria, including its strategic fit with our core business,
technological advantages, growth potential, and the degree of synergy with us. We intend
to primarily pursue equity investments and remain flexible faced with opportunities with
other structures on a case-by-case basis. We have established a disciplined internal
review and approval process for all potential investment and acquisition opportunities,
involving our management and Directors, to ensure that any transaction we pursue is in
the best interests of our Company and our shareholders. Considering the criteria above,
based on the assessment of the technology landscape in China, and as confirmed by CIC,
we believe there are over 3,000 potential targets that align with our preliminary strategic
objectives. As of the Latest Practicable Date, the Company had not identified any
specific potential targets for strategic investment or acquisition. These funds will also be
used to support our overseas expansion, with an initial focus on Hong Kong, the Middle
East, and Southeast Asia. These initial target markets were selected due to their strong
demand for digital transformation, relatively favorable government policies towards AI
adoption, and their generally receptive stance towards new technology partnerships.
According to CIC, the AI markets in the Middle East and Southeast Asia are expected
to reach $11.2 billion and $14.6 billion by 2030, respectively. We plan to establish local
teams and hire additional research and development and sales and marketing staff to
support our business expansion in these areas. We will conduct detailed market research
to ensure that our products and services are effectively localized and able to align with
regional preferences and regulatory requirements. Instead of compete directly with local
providers of AI related infrastructures, we plan to partner with them and focus on
sub-segments that are high-value and where our proprietary full-stack AI capabilities
provide a distinct competitive advantage, such as the decision intelligence market form
strategic collaborations with key local businesses for expanding our reach and enhancing
service delivery. Through these measures, we intend to continuously monitor the
evolving landscape of trade policies and technology-related regulations. Our strategy is
centered on deep localization and strict compliance with local regulatory frameworks to
effectively navigate regional business landscapes. To support our international
expansion, we will form a dedicated 20-person R&D team over the next three years,
comprising 12 core researchers and eight development engineers for other research tasks
and technical support, with an estimated total cost of HK$37.3 million. We also aim to
remunerate a 14-person sales team to support the international expansion over the next
three years, with an estimated total cost of HK$23.3 million.
 approximately 10.0%, or HK$82.7 million, will be used for working capital and general
corporate purposes.
FUTURE PLANS AND USE OF PROCEEDS
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If the Over-allotment Option is exercised in full, the net proceeds of the Global Offering
would increase to approximately HK$956.5 million (based on the Offer Price of HK$60.70 per
Share). We intend to apply the additional net proceeds to the above uses in the proportions stated
above.
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 generated from operations,
bank loans and other borrowings.
To the extent that the net proceeds from the Global Offering are not immediately used for the
above purposes or if we are unable to effect any part of our future development plans as intended,
we may deposit such funds into short-term interest-bearing accounts at licensed commercial banks
and/or other authorized financial institutions (as defined under the Securities and Futures Ordinance
or the applicable laws and regulations in other jurisdictions) for so long as it is deemed to be in the
best interests of the Company. In such event, we will comply with the appropriate disclosure
requirements under the Listing Rules.
FUTURE PLANS AND USE OF PROCEEDS
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--- page 274 ---
HONG KONG UNDERWRITERS
China International Capital Corporation Hong Kong Securities Limited
ABCI Securities Company Limited
China Galaxy International Securities (Hong Kong) Co., Limited
TFI Securities and Futures Limited
SPDB International Capital Limited
CCB International Capital Limited
Futu Securities International (Hong Kong) Limited
CMB International Capital Limited
Tiger Brokers (HK) Global Limited
Livermore Holdings Limited
UNDERWRITING ARRANGEMENTS AND EXPENSES
The Hong Kong Public Offering
Hong Kong Underwriting Agreement
The Hong Kong Underwriting Agreement was entered into on June 16, 2026. Pursuant to the
Hong Kong Underwriting Agreement, our Company is offering the Hong Kong Offer Shares for
subscription on the terms and conditions set out in this prospectus and the Hong Kong Underwriting
Agreement at the Offer Price.
Subject to (a) the Stock Exchange granting approval for the listing of, and permission to deal
in, the H Shares to be issued pursuant to the Global Offering (including the H Shares which may
be issued pursuant to the exercise of the Over-allotment Option and the H Shares to be converted
from Unlisted Shares) as mentioned herein on the Main Board of the Stock Exchange and such
approval not subsequently having been revoked and (b) certain other conditions set out in the Hong
Kong Underwriting Agreement, the Hong Kong Underwriters have agreed severally but not jointly
to subscribe for, or procure subscribers for, their respective applicable proportions of the Hong
Kong Offer Shares 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
The Sponsor-Overall Coordinator (for itself and on behalf of the Hong Kong Underwriters)
can, in its sole and absolute discretion, by a notice in writing to us, terminate the Hong Kong
Underwriting Agreement with immediate effect if, at any time at or prior to 8:00 a.m. on the Listing
Date:
(a) there develops, occurs, exists or comes into effect:
(i) any new law or regulation or any change or development involving a prospective
change or any event or series of events or circumstances likely to result in a change
or a development involving a prospective change in existing laws or regulations,
or the interpretation or application thereof by any court or any competent Authority
in or affecting Hong Kong and the PRC, the United States (or any member thereof),
or any 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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--- page 275 ---
(ii) any change or development involving a prospective change, or any event or series
of events or circumstances likely to result in a change or prospective change, in
any local, national, regional or international financial, political, military,
industrial, economic, fiscal, legal, regulatory, currency, credit or market conditions
or sentiments, Taxation, equity securities or currency exchange rate or controls or
any monetary or trading settlement system, or foreign investment regulations
(including, without limitation, a devaluation of the Hong Kong dollar, United
States dollar or Renminbi against any foreign currencies, a change in the system
under which the value of the Hong Kong dollar is linked to that of the United States
dollar or the Renminbi is linked to any foreign currency or currencies) or other
financial markets (including, without limitation, conditions and sentiments in stock
and bond markets, money and foreign exchange markets, the inter-bank markets
and credit markets) in or affecting any Relevant Jurisdictions, or affecting an
investment in the Offer Shares; or
(iii) any event or series of events, or circumstances in the nature of force majeure
(including, without limitation, any acts of government, declaration of a regional,
national or international emergency or war, calamity, crisis, economic sanctions,
strikes, labor disputes, other industrial actions, lock-outs, fire, explosion, flooding,
tsunami, earthquake, volcanic eruption, civil commotion, riots, rebellion, public
disorder, paralysis in government operations, acts of war, epidemic, pandemic,
outbreak or escalation, mutation or aggravation of diseases, accident or
interruption or delay in transportation, local, national, regional or international
outbreak or escalation of hostilities (whether or not war is or has been declared),
act of God or act of terrorism (whether or not responsibility has been claimed)) in
or affecting any of the Relevant Jurisdictions; or
(iv) the imposition or declaration of any moratorium, suspension or limitation
(including without limitation, any imposition of or requirement for any minimum
or maximum price limit or price range) on (i) the trading in shares or securities
generally on the Stock Exchange, the Shanghai Stock Exchange, the Shenzhen
Stock Exchange, the New Y ork Stock Exchange, the NASDAQ Global Market; or
(ii) the trading in any securities of the Company listed or quoted on a stock
exchange or an over-the-counter market; or
(v) the imposition or declaration of any general moratorium on banking activities in or
affecting any of the Relevant Jurisdictions or any disruption in commercial
banking or foreign exchange trading or securities settlement or clearing services,
procedures or matters in or affecting any of the Relevant Jurisdictions; or
(vi) other than with the prior written consent of the Overall Coordinators, the issue or
requirement to issue by the Company of a supplement or amendment to the
Prospectus or other documents in connection with the offer and sale of the Offer
Shares pursuant to the Companies (Winding up and Miscellaneous Provisions)
Ordinance or the Listing Rules or upon any requirement or request of the Stock
Exchange and/or the SFC; or
(vii) the commencement by any Authority or other regulatory or political body or
organization of any public action or investigation against a Group Company or a
director or a senior management member of any Group Company or announcing an
intention to take any such action; or
(viii) the imposition of sanctions or export controls in whatever form, directly or
indirectly, on any Group Company or any of Dr. Wang, Dr. Luo, Prof. Zeng and
Zhongke Sanshi or by or on any Relevant Jurisdiction, or the withdrawal of trading
privileges which existed on the date of this Agreement, in whatever form, directly
or indirectly, by, or for, any Relevant Jurisdiction; or
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(ix) 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
(x) any non-compliance of the Prospectus (or any other documents used in connection
with the contemplated offering, allotment, issue, subscription or sale of any of the
Offer Shares), the CSRC Filings or any aspect of the Global Offering with the
Listing Rules or any other applicable Laws; or
(xi) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any
member of the Group or any Single Largest Group of Shareholder or any Director
or senior management members as named in the Prospectus; or
(xii) any contravention by any Group Company or any Director of the Listing Rules or
applicable Laws; or
(xiii) any change or prospective change, or a materialization of, any of the risks set out
in the section headed “Risk Factors” in this prospectus, or
(xiv) that the Chairman of the Board, any Director or any member of senior management
of the Company named in the Prospectus seeks to retire, or is removed from office
or vacating his/her office; or
which, in any such case individually or in the aggregate, in the sole and absolute opinion
of the Sole Sponsor and Sponsor-Overall Coordinator (for itself and on behalf of the
Hong Kong Underwriters):
(1) 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;
(2) has or will have 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;
(3) makes or will make or is or may make it impracticable, inadvisable, inexpedient or
incapable for any material part of this 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 International Offering to proceed or to
market the Global Offering or the delivery or distribution of the Offer Shares on
the terms and in the manner contemplated by the Offering Documents; or
(4) has or will or may have the effect of making any part of this Agreement (including
underwriting) incapable of performance in accordance with its terms or preventing
the processing of applications and/or payments pursuant to the Global Offering or
pursuant to the underwriting thereof; or
(b) there has come to the notice of the Sole Sponsor and Sponsor-Overall Coordinator (for
itself and on behalf of the Hong Kong Underwriters) that:
(i) any statement contained in any of the Offering Documents, the CSRC Filings
and/or any notices, announcements, advertisements, communications or other
documents issued or used by or on behalf of the Company in connection with the
Hong Kong Public Offering (including any supplement or amendment thereto) (the
“Global Offering Documents ”) was, when it was issued, or has become untrue,
incorrect, inaccurate in any material respect or misleading; or that any estimate,
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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
(ii) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of the Prospectus, constitute a material
omission or misstatement in any Global Offering Document; or
(iii) any breach of, or any event or circumstance rendering untrue or incorrect or
misleading in any respect, any of the representations, warranties and undertakings
given by the Company or Dr. Wang, Dr. Luo, Prof. Zeng and Zhongke Sanshi in
this Agreement or the International Underwriting Agreement; or
(iv) any event, act or omission which gives rise or is likely to give rise to any liability
of any of the Indemnifying Parties pursuant to the indemnities in this Agreement;
or
(v) any breach of any of the obligations or undertakings imposed upon the Company
or any member of Dr. Wang, Dr. Luo, Prof. Zeng and Zhongke Sanshi or any
cornerstone investor (as applicable) to this Agreement, the International
Underwriting Agreement or the Cornerstone Investment Agreements; or
(vi) there is any change or development involving a prospective change, constituting or
having a Material Adverse Effect; or
(vii) any Director or any member of senior management of the Company named in the
Prospectus is being charged with an indictable offence or prohibited by operation
of law or otherwise disqualified from taking part in the management or taking
directorship of a company; or
(viii) the Company withdraws the Prospectus (and/or any other documents used in
connection with the subscription or sale of any of the Offer Shares pursuant to the
Global Offering) or the Global Offering; or
(ix) that the approval by the Listing Committee of the listing of, and permission to deal
in, the H Shares in issue and to be issued pursuant to the Global Offering
(including pursuant to any exercise of the Over-allotment Option) is refused or not
granted, other than subject to customary conditions, on or before the Listing Date,
or if granted, the approval is subsequently withdrawn, cancelled, qualified (other
than by customary conditions), revoked or withheld; or
(x) any person (other than any of the Sole Sponsor) has withdrawn its consent to the
issue of the Prospectus with the inclusion of its reports, letters and/or legal
opinions (as the case may be) and references to its name included in the form and
context in which it respectively appears; or
(xi) 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
(xii) any person (other than the Sole Sponsor and the Overall Coordinators) has
withdrawn or sought to withdraw its consent to being named in any of the Offering
Documents or to the issue of any of the Offering Documents; or
(xiii) an order or petition is presented for the winding-up or liquidation of any member
of the Group, or any member of the Group makes any composition or arrangement
with its creditors or enters into a scheme of arrangement or any resolution is passed
for the winding-up of any member of the Group or a provisional liquidator,
receiver or manager is appointed over all or part of the assets or undertaking of any
member of the Group or anything analogous thereto occurs in respect of any
member of the Group; or
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(xiv) (A) the notice of acceptance of the CSRC Filings issued by the CSRC and/or the
results of the CSRC Filings published on the website of the CSRC is rejected,
withdrawn, revoked or invalidated; or (B) other than with the prior written consent
of the Overall Coordinators, the issue or requirement to issue by the Company of
a supplement or amendment to the CSRC Filings pursuant to the CSRC Rules or
upon any requirement or request of the CSRC; or (C) any non-compliance of the
CSRC Filings with the CSRC Rules or any other applicable Laws; or
(xv) 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
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.
Undertakings to the Stock Exchange pursuant to the Listing Rules
Undertakings by our Company
Pursuant to Rule 10.08 of the Listing Rules, our Company has undertaken to the Stock
Exchange that it will not exercise power to issue any further Shares, or securities convertible into
Shares (whether or not of a class already listed) or enter into any agreement to such an issue within
six months from the Listing Date (whether or not such issue of Shares or securities will be
completed within six months from the Listing Date), except (a) pursuant to the Global Offering
(including any additional Shares which may be issued pursuant to the exercise of the Over-allotment
Option), or (b) under any of the circumstances provided under Rule 10.08 of the Listing Rules.
Undertakings by key persons and Pathfinder SIIs
Pursuant to Rules 18C.13 and 18C.14 of the Listing Rules, each of Dr. Wang, Dr. Luo, Prof.
Zeng and Zhongzi Investment, the key persons of the Company and the Pathfinder SIIs, and their
respective close associates, as identified under the section headed “History and Corporate
Structure”, has undertaken to the Stock Exchange and to us that, except pursuant to the Global
Offering (including the Over-allotment Option), it will not, unless otherwise permitted under Rule
18C.15 of the Listing Rules: at any time in the period commencing on the date by reference to which
disclosure of its shareholding is made in this prospectus and ending on the date which is 12 months
(or 6 months in the case of the Pathfinder SIIs) from the Listing Date, dispose of, nor enter into any
agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect
of, any of the Shares in respect of which it is shown by this prospectus to be the beneficial owner.
Note 2 to Rule 18C.14 of the Listing Rules provides that the above undertakings do not
prevent such persons from using the Shares beneficially owned by it/him/her as security (including
a charge or 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.
Further, pursuant to Note 2 to 18C.14 of the Listing Rules, each of such persons has
undertaken to the Stock Exchange and to us that, within the period commencing on the date by
reference to which disclosure of its shareholding is made in this prospectus and ending on the date
which is 12 months (or 6 months in the case of the Pathfinder SIIs) from the Listing Date:
(a) when it pledges or charges any Shares beneficially owned by it 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, immediately inform us and the Stock Exchange
of such pledge or charge together with the number of Shares so pledged or charged; and
(b) when it receives indications, either verbal or written, from the pledgee or chargee that
any of the pledged or charged Shares will be disposed of, immediately inform us and the
Stock Exchange of such indications.
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We will inform the Stock Exchange as soon as we have been informed of the above matters,
if any, by such persons and disclose such matters as soon as possible after being so informed.
Undertakings pursuant to the Hong Kong Underwriting Agreement
Undertakings by our Company
Pursuant to the Hong Kong Underwriting Agreement, our Company has undertaken to the Sole
Sponsor, the Sponsor-Overall Coordinator, the Overall Coordinators, the Hong Kong Underwriters
and the Capital Market Intermediaries not to (save for the offer, allotment and issue of the Offer
Shares by our Company pursuant to the Global Offering including pursuant to any exercise of the
Over-allotment Option), without the prior written consent of the Sole Sponsor and Sponsor-Overall
Coordinator (for itself and on behalf of the Hong Kong Underwriters) and unless in compliance with
the Listing Rules, at any time during the period commencing on the date of the Hong Kong
Underwriting Agreement and ending on, and including, the last date of the six months after the
Listing Date (the “ First Six-Month Period ”):
(i) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to
allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any
option, warrant, contract or right to subscribe for or purchase, grant or purchase any
option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose
of or create an Encumbrance over, or agree to transfer or dispose of or create an
Encumbrance over, either directly or indirectly, conditionally or unconditionally, or
repurchase, any legal or beneficial interest in the share capital 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 share capital or other
securities of the Company, as applicable), or deposit any share capital or other securities
of the Company, as applicable, with a depositary in connection with the issue of
depositary receipts; or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of subscription or ownership (legal or beneficial) of
any H Shares or other securities of our Company, or any interest therein (including,
without limitation, any securities of which are convertible into or exchangeable or
exercisable for, or represent the right to receive, or any warrants or other rights to
purchase, any H Shares or other securities of our Company); 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 do any of the foregoing described in paragraphs (i), (ii) or (iii) above
or announce any intention to do so,
in each case, whether any such transaction described in paragraphs (i), (ii) or (iii) above is to be
settled by delivery of the H Shares or other securities of our Company, in cash or otherwise
(whether or not the issue of such Shares or other securities of our Company will be completed
within the First Six-Month Period).
If, at any time during the period of six months commencing on the date on which the First
Six-Month Period expires (the “ Second Six-Month Period ”), we enter into any of the transactions
specified in paragraph (i), (ii) or (iii) above or offers to or agrees to or announces any intention to
effect any such transaction, we will take all reasonable steps to ensure that such transaction, offer,
agreement or announcement will not create a disorderly or false market in the H Shares or any other
equity securities of ours.
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Dr. Wang, Dr. Luo, Prof. Zeng and Zhongke Sanshi have undertaken to the Sole Sponsor, the
Sponsor-Overall Coordinator, the Overall Coordinators, the Hong Kong Underwriters and the
Capital Market Intermediaries to procure our Company to comply with the above undertakings.
Undertaking by Dr . Wang, Dr . Luo, Prof. Zeng and Zhongke Sanshi
Pursuant to the Hong Kong Underwriting Agreement, Dr. Wang, Dr. Luo, Prof. Zeng and
Zhongke Sanshi undertaken to us, and each of the Sole Sponsor, the Sponsor-Overall Coordinator,
the Overall Coordinators, the Hong Kong Underwriters and the Capital Market Intermediaries that
without the prior written consent of the Sole Sponsor and Sponsor-Overall Coordinator (for itself
and on behalf of the Hong Kong Underwriters) and unless in compliance with the Listing Rules:
(a) it/he/she will not, and will procure that the relevant registered holder(s), any nominee or
trustee holding on trust for it/him/her and the companies controlled by it/him/her will
not, at any time during the period of 12 months from the Listing Date (the “ 12-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, or otherwise transfer or dispose of or create an Encumbrance over, or
agree to transfer or dispose of or create an Encumbrance over, either directly or
indirectly, conditionally or unconditionally, any Shares or other securities of the
Company or any interest therein (including, without limitation, any securities
convertible into or exchangeable or exercisable for or that represent the right to
receive, or any warrants or other rights to purchase, any Shares or any such other
securities, as applicable or any interest in any of the foregoing), or deposit any
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
Shares or other securities of the Company or any interest therein (including,
without limitation, any securities convertible into or exchangeable or exercisable
for or that represent the right to receive, or any warrants or other rights to
purchase, any Shares or any such other securities, as applicable or any interest in
any of the foregoing), or
(iii) enter into any transaction with the same economic effect as any transaction
specified in paragraphs (a)(i) or (ii) above, or (iv) offer to or agree to or announce
any intention to effect any transaction specified in paragraphs (a)(i), (ii) or (iii)
above, in each case,
(b) until the expiry of the 12-Month Period, in the event that it enters into any of the
transactions specified in paragraphs (a)(i), (ii) or (iii) or offer to or agrees to or contract
to or publicly announce any intention to effect any such transaction, it/he/she will take
all reasonable steps to ensure that such a disposal will not create a disorderly or false
market in the securities of the Company.
Our Company has undertaken to the Sole Sponsor, the Sponsor-Overall Coordinator, the
Overall Coordinators, the Hong Kong Underwriters and the Capital Market Intermediaries that upon
receiving such information in writing from Dr. Wang, Dr. Luo, Prof. Zeng and Zhongke Sanshi, it
will, as soon as practicable and if required pursuant to the Listing Rules, notify the Stock Exchange
and make a public disclosure in relation to such information by way of an announcement.
UNDERWRITING
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Hong Kong Underwriters’ Interests in our Company
Save for their respective obligations under the Hong Kong Underwriting Agreement, as of the
Latest Practicable Date, none of the Hong Kong Underwriters was interested, legally or beneficially,
directly or indirectly, in any Shares or any securities of our Company 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 our Company.
Following the completion of the Global Offering, the Hong Kong Underwriters and their
affiliated companies may hold a certain portion of the H Shares as a result of fulfilling their
respective obligations under the Underwriting Agreements.
The International Offering
International Underwriting Agreement
In connection with the International Offering, we expect to enter into the International
Underwriting Agreement with, among others, the International Underwriters on or around
Wednesday, June 24, 2026. Under the International Underwriting Agreement and subject to the
Over-allotment Option, the International Underwriters would, subject to certain conditions set out
therein, agree severally but not jointly to subscribers for, or procure to subscribe for, the
International Offer Shares initially being offered pursuant to the International Offering. It is
expected that the International Underwriting Agreement may be terminated on similar grounds to
the Hong Kong Underwriting Agreement. Potential investors should note that in the event that the
International Underwriting Agreement is not entered into or terminated, the Global Offering will not
proceed. See “Structure of the Global Offering — The International Offering” for further details.
Over-allotment Option
Our Company is expected to grant the Over-allotment Option to the International
Underwriters, exercisable in whole or in part by the Sponsor-Overall Coordinator (for itself and on
behalf of the International Underwriters) at any time from the date of the International Underwriting
Agreement until 30 days after the last day for lodging applications under the Hong Kong Public
Offering, pursuant to which our Company may be required to issue up to an aggregate of 2,225,000
H Shares, representing not more than 15% of the number of the Offer Shares initially available
under the Global Offering, at the Offer Price, to cover over-allocations in the International Offering,
if any. See “Structure of the Global Offering — Over-allotment Option” for further details.
Commissions and Expenses
The Underwriters and the Capital Market Intermediaries will receive an underwriting
commission of 3.00% of the aggregate Offer Price of all the Offer Shares (including any Offer
Shares to be issued pursuant to the exercise of the Over-allotment Option) (the “ Fixed Fee ”), out
of which they will pay any sub-underwriting commissions and other fees.
Our Company may, at our sole and absolute discretion, pay to one or more Underwriters or
the Capital Market Intermediaries an incentive fee of up to 1.00% of the aggregate Offer Price of
all the Offer Shares (including any Offer Shares to be issued pursuant to the exercise of the
Over-allotment Option) (the “ Discretionary Fee ”). The ratio of the Fixed Fee and the Discretionary
Fee payable to all Underwriters is therefore 75:25.
For any unsubscribed Hong Kong Offer Shares reallocated to the International Offering, the
underwriting commission will not be paid to the Hong Kong Underwriters but will instead be paid,
at the rate applicable to the International Offering, to the relevant International Underwriters.
UNDERWRITING
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The aggregate underwriting commissions payable by our Company to the Underwriters in
relation to the Global Offering (assuming an Offer Price of HK$60.70 per Offer Share, the full
payment of the discretionary incentive fee and the full exercise of the Over-allotment Option) will
be approximately HK$29.70 million.
The aggregate underwriting commissions and incentive fees together with the Stock Exchange
listing fees, the AFRC transaction levy, the SFC 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$73.50 million (assuming an Offer Price of
HK$60.70 per Offer Share, the full payment of the discretionary incentive fee and the full exercise
of the Over-allotment Option) and will be paid by our Company.
Sole Sponsor’s Fee
An amount of US$800,000 is payable by our Company as sponsor fee to the Sole Sponsor.
Indemnity
Each of our Company and Dr. Wang, Dr. Luo, Prof. Zeng and Zhongke Sanshi has agreed to
indemnify the Hong Kong Underwriters for certain losses which they may suffer or incur, including
losses arising from their performance of their obligations under the Hong Kong Underwriting
Agreement and any breach by any of our Company and Dr. Wang, Dr. Luo, Prof. Zeng and Zhongke
Sanshi of the Hong Kong Underwriting Agreement.
ACTIVITIES BY SYNDICATE MEMBERS
The underwriters of the Hong Kong Public Offering and the International Offering (together,
the “ Syndicate Members ”) and their affiliates may each individually undertake a variety of
activities (as further described below) which do not form part of the underwriting or stabilizing
process.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of commercial
and investment banking, loan financing, brokerage, funds management, trading, hedging, investing
and other activities for their own account and for the account of others. In the ordinary course of
their various business activities, the Syndicate Members and their respective affiliates may
purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans,
commodities, currencies, credit default swaps and other financial instruments for their own account
and for the accounts of their customers. Such investment and trading activities may involve or relate
to assets, securities, co-investments and/or instruments of or with our Company and/or persons and
entities with relationships with our Company and may also include swaps and other financial
instruments entered into for hedging purposes in connection with our Company’s loans and other
debt.
In relation to the H Shares, the activities of the Syndicate Members and their affiliates could
include acting as agent for buyers and sellers of the H Shares, entering into transactions with those
buyers and sellers in a principal capacity, including as a lender to initial purchasers of the H Shares
(which financing may be secured by the H Shares) in the Global Offering, proprietary trading in the
H Shares, and entering into over the counter or listed derivative transactions or listed or unlisted
securities transactions (including issuing securities such as derivative warrants listed on a stock
exchange) which have the H Shares, among other assets, as their underlying assets. Such
transactions may be carried out as bilateral agreements or trades with selected counterparties. Those
activities may require hedging activity by those entities involving, directly or indirectly, the buying
and selling of the H Shares, which may have a negative impact on the trading price of the H Shares.
All such activities could occur in Hong Kong and elsewhere in the world and may result in the
UNDERWRITING
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Syndicate Members and their affiliates holding long and/or short positions in the H Shares, in
baskets of securities or indices including the H Shares, in units of funds that may purchase the H
Shares, or in derivatives related to any of the foregoing.
In relation to issues by Syndicate Members or their affiliates of any listed securities having
the H Shares as their underlying securities, whether on the Stock Exchange or on any other stock
exchange, the rules of the stock exchange may require the issuer of those securities (or one of its
affiliates or agents) to act as a market maker or liquidity provider in the security, and this will also
result in hedging activity in the H Shares in most cases.
All such activities may occur both during and after the end of the stabilizing period described
in the section headed “Structure of the Global Offering”. Such activities may affect the market price
or value of the H Shares, the liquidity or trading volume in the H Shares and the volatility of the
price of the H Shares, and the extent to which this occurs from day to day cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members will
be subject to certain restrictions, including the following:
(a) the Syndicate Members (other than the Stabilizing Manager or its affiliates or any person
acting for it) must not, in connection with the distribution of the Offer Shares, effect any
transactions (including issuing or entering into any option or other derivative
transactions relating to the Offer Shares), whether in the open market or otherwise, with
a view to stabilizing or maintaining the market price of any of the Offer Shares at levels
other than those which might otherwise prevail in the open market; and
(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, loan financing and other services to
our 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.
SOLE SPONSOR’S INDEPENDENCE
The Sole Sponsor satisfied the independence criteria set out in Rule 3A.07 of the Listing
Rules. See “Statutory and General Information — 5. Other Information — C. Sponsor” in this
prospectus for further details.
UNDERWRITING
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THE GLOBAL OFFERING
This prospectus is published in connection with the Hong Kong Public Offering as part of the
Global Offering. China International Capital Corporation Hong Kong Securities Limited is the Sole
Sponsor and Sponsor-Overall Coordinator; and China International Capital Corporation Hong Kong
Securities Limited is the Overall Coordinator 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 our Company to the Stock Exchange for the listing
of, and permission to deal in, the H Shares to be issued as mentioned in this prospectus.
14,834,600 Offer Shares (subject to reallocation and the Over-allotment Option) will initially
be made available under the Global Offering comprising:
(a) the Hong Kong Public Offering of initially 741,800 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 14,092,800 H Shares (subject to reallocation and
the Over-allotment Option) outside the United States (including to professional and
institutional investors within Hong Kong) in offshore transactions in reliance on
Regulation S, as described in “— The International Offering” 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 Offer Shares under the International
Offering,
but may not do both.
The Offer Shares will represent approximately 8.57% of the enlarged issued share capital of
our Company immediately following the completion of the Global Offering, assuming the Pre-IPO
Share Option and the Over-allotment Option are not exercised. If the Over-allotment Option is
exercised in full, the Offer Shares will represent approximately 8.46% of the enlarged issued share
capital of our Company immediately following the completion of the Global Offering and the issue
of Offer Shares pursuant to the Over-Allotment Option.
References in this prospectus to applications, application monies or the procedure for
applications relate solely to the Hong Kong Public Offering.
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares initially offered
Subject to reallocation as mentioned below, our Company is initially offering 741,800 H
Shares (subject to reallocation) for subscription by the public in Hong Kong at the Offer Price,
representing approximately 5.00% of the total number of Offer Shares initially available under the
Global Offering. Subject to reallocation as mentioned below, 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 0.43%
of the enlarged issued share capital of our Company immediately following the completion of the
Global Offering (assuming the Pre-IPO Share Option and the Over-allotment Option are not
exercised).
STRUCTURE OF THE GLOBAL OFFERING
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The Hong Kong Public Offering is open to members of the public in Hong Kong as well as
to institutional and professional investors. Professional investors generally include brokers, dealers,
companies (including fund managers) whose ordinary business involves dealing in shares and other
securities and corporate entities that regularly invest in shares and other securities.
Completion of the Hong Kong Public Offering is subject to the conditions set out in “—
Conditions of the Global Offering” in this section below.
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 (to the nearest board lot) into two pools: pool A and pool B (with any odd lot being
allocated to pool A).
 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 price of
HK$5 million or less (excluding the brokerage, the AFRC transaction levy, the SFC
transaction levy and the Stock Exchange trading fee payable).
 Pool B : 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 price of
more than HK$5 million and up to the total value in pool B (excluding the brokerage,
the AFRC transaction levy, the SFC transaction levy and the Stock Exchange trading fee
payable).
For the purpose of the immediately preceding paragraph only, the “price” for the Hong Kong
Offer Shares means the price payable on application. See the subsection headed “— Pricing and
Allocation — Price Payable on Application”.
Applicants 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.
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 370,800 Hong Kong Offer Shares (being
approximately 50% of the total number of Offer Shares initially available under the Hong Kong
Public Offering) will be rejected.
Reallocation and Clawback
The allocation of Offer Shares between the Hong Kong Public Offering and the International
Offering is subject to reallocation under the Listing Rules. Paragraph 4.2 of Practice Note 18 of the
Listing Rules (as modified by Rule 18C.09 of the Listing Rules) requires a clawback mechanism
to be put in place, which would have the effect of increasing the number of Hong Kong Offer Shares
to certain percentages of the total number of Offer Shares to be offered in the Global Offering if
certain prescribed total demand levels in the Hong Kong Public Offering are reached. 741,800 Offer
Shares are initially available in the Hong Kong Public Offering, representing approximately 5% of
the Offer Shares initially available for subscription under the Global Offering; and in the event of
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full subscription or oversubscription of the International Offer Shares, the Sponsor-Overall
Coordinator shall apply a clawback mechanism following the closing of the application lists on the
following basis, subject to the allocation basis as stated in Chapter 4.14 of the Guide for New
Listing Applicants:
(a) If the Hong Kong Public Offering is not fully subscribed for, the Sponsor-Overall
Coordinator has the authority to reallocate all or any unsubscribed Hong Kong Offer
Shares to the International Offering, in such proportions as the Sponsor-Overall
Coordinator deems appropriate, and the Allocation Cap as defined in and stated under
Chapter 4.14 of the Guide for New Listing Applicants will not be triggered;
(b) If the number of Offer Shares validly applied for under the Hong Kong Public Offering
represents 10 times or more but less than 50 times of the number of the Offer Shares
initially available for subscription under the Hong Kong Public Offering, then Offer
Shares will be reallocated to the Hong Kong Public Offering from the International
Offering, so that the total number of Offer Shares available under the Hong Kong Public
Offering will be 1,483,600 Offer Shares, representing approximately 10% of the Offer
Shares initially available under the Global Offering (before any exercise of the
Over-allotment Option); and
(c) If the number of Offer Shares validly applied for under the Hong Kong Public Offering
represents 50 times or more of the number of the Offer Shares initially available for
subscription under the Hong Kong Public Offering, then Offer Shares will be reallocated
to the Hong Kong Public Offering from the International Offering, so that the total
number of Offer Shares available under the Hong Kong Public Offering will be
2,967,000 Offer Shares, representing approximately 20% of the Offer Shares initially
available under the Global Offering (before any exercise of the Over-allotment Option).
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering will
be allocated between pool A and pool B and the number of Offer Shares allocated to the
International Offering will be correspondingly reduced in such manner as the Sponsor-Overall
Coordinator deem appropriate.
The Offer Shares to be offered in the Hong Kong Public Offering and the International
Offering may be reallocated as between these offerings at the discretion of the Sponsor-Overall
Coordinator (for itself and on behalf of the Underwriters) in accordance with Chapter 4.14 of the
Guide for New Listing Applicants published by the Stock Exchange and paragraph 4.2 of Practice
Note 18 of the Listing Rules. Subject to the foregoing paragraph, the Sponsor-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 accordance with Chapter 4.14 of the Guide for New Listing Applicants, if (i) the
International Offering is not fully subscribed and the Hong Kong Public Offering is fully subscribed
or oversubscribed irrespective of the number of times; or (ii) the International Offering is fully
subscribed or oversubscribed and the Hong Kong Public Offering is fully subscribed or
oversubscribed with the number of Offer Shares validly applied for in the Hong Kong Public
Offering representing less than 10 times of the number of Shares initially available for subscription
under the Hong Kong Public Offering, the Sponsor-Overall Coordinator has the authority to
reallocate International Offer Shares originally included in the International Offering to the Hong
Kong Public Offering in such number as they deem appropriate, provided that the total number of
Offer Shares available under the Hong Kong Public Offering following such reallocation shall be
not more than 1,483,600 Offer Shares (representing double of the total number of Offer Shares
initially available under the Hong Kong Public Offering (before any exercise of the Over-allotment
Option), and the final Offer Price shall be fixed at HK$60.70 per Offer Share stated in this
prospectus.
Details of any reallocation of the Offer Shares between the Hong Kong Public Offering and
the International Offering will be disclosed in the results announcement which is expected to be
published on Thursday, June 25, 2026.
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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 taken up, or indicated an interest for, any International Offer Shares under the
International Offering. Such applicant’s application is liable to be rejected if such undertaking
and/or confirmation is/are breached and/or untrue (as the case may be) or if he has been or will be
placed or allocated International Offer Shares under the International Offering.
Applicants under the Hong Kong Public Offering are required to pay, on application (subject
to application channel), the Offer Price of HK$60.70 per Offer Share in addition to the brokerage,
the AFRC transaction levy, the SFC transaction levy and the Stock Exchange trading fee payable
on each Offer Share, amounting to a total of HK$12,262.44 for one board lot of 200 Shares.
THE INTERNATIONAL OFFERING
Number of International Offer Shares initially offered
The International Offering will consist of an offering of initially 14,092,800 H Shares being
offered by our Company and representing approximately 95.00% of the total number of Offer
Shares initially available under the Global Offering (subject to reallocation and the Over-allotment
Option). 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 7.79% of the total Shares in issue immediately following the
completion of the Global Offering (assuming the Pre-IPO Share Option and the Over-allotment
Option are not exercised).
Allocation
The International Offering will include selective marketing of H Shares to institutional and
professional investors and other investors anticipated to have a sizeable demand for such Offer
Shares in Hong Kong and other jurisdictions outside the United States in reliance on Regulation S.
Professional investors generally include brokers, dealers, companies (including fund managers)
whose ordinary business involves dealing in shares and other securities and corporate entities that
regularly invest in shares and other securities. Allocation of Offer Shares pursuant to the
International Offering will be effected in accordance with the “book-building” process described in
the paragraph headed “— Pricing and Allocation” in this section below and based on a number of
factors, including the level and timing of demand, the total size of the relevant investor’s invested
assets or equity assets in the relevant sector and whether or not it is expected that the relevant
investor is likely to buy further H Shares and/or hold or sell its H Shares after the Listing. Such
allocation is intended to result in a distribution of the H Shares on a basis which would lead to the
establishment of a solid professional and institutional shareholder base to the benefit of our
Company and the Shareholders as a whole. In addition, pursuant to Rule 18C.08 of the Listing
Rules, at least 50% of the total number of shares offered in the Global Offering (excluding any H
Shares to be issued pursuant to the exercise of the Over-allotment Option) will be taken up by
independent price setting investors, as defined under the Listing Rules, in the International
Offering.
The Sponsor-Overall Coordinator (on behalf of the Underwriters) may require any investor
who has been offered Offer Shares under the International Offering and who has made an
application under the Hong Kong Public Offering to provide sufficient information to the
Sponsor-Overall 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 Hong Kong Public Offering.
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Reallocation
The total number of Offer Shares to be issued pursuant to the International Offering may
change as a result of the clawback arrangement described in the paragraph headed “— The Hong
Kong Public Offering — Reallocation and Clawback” in this section above, the exercise of the
Over-allotment Option in whole or in part and/or any reallocation of unsubscribed Offer Shares
originally included in the Hong Kong Public Offering.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, our Company is expected to grant the Over-allotment
Option to the International Underwriters, exercisable by the Sponsor-Overall Coordinator (on
behalf of the International Underwriters).
Pursuant to the Over-allotment Option, the International Underwriters will have the right,
exercisable by the Sponsor-Overall Coordinator (on behalf of the International Underwriters) at any
time from the date of the International Underwriting Agreement until 30 days after the last day for
lodging applications under the Hong Kong Public Offering, to require our Company to issue up to
an aggregate of 2,225,000 H Shares, representing not more than 15% of the total number of Offer
Shares initially available under the Global Offering, at the Offer Price under the International
Offering to cover over-allocations in the International Offering, if any.
If the Over-allotment Option is exercised in full, the additional Offer Shares to be issued
pursuant thereto will represent approximately 1.27% of the total Shares in issue immediately
following the completion of the Global Offering and the issue of Offer Shares pursuant to the
Over-allotment Option. If the Over-allotment Option is exercised, an announcement will be made.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the distribution
of securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary
market during a specified period of time, to retard and, if possible, prevent a decline in the initial
public market price of the securities below the offer price. Such transactions may be effected in all
jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws
and regulatory requirements, including those of Hong Kong. In Hong Kong, the price at which
stabilization is effected is not permitted to exceed the Offer Price.
In connection with the Global Offering, the Stabilizing Manager (or its affiliates or any person
acting for it), on behalf of the Underwriters, may over-allocate or effect transactions with a view
to stabilizing or supporting the market price of the H Shares at a level higher than that which might
otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the
Stabilizing Manager (or its affiliates or any person acting for it) to conduct any such stabilizing
action. Such stabilizing action, if taken: (a) will be conducted at the absolute discretion of the
Stabilizing Manager (or its affiliates or any person acting for it) and in what the Stabilizing Manager
reasonably regards as the best interest of our Company; (b) may be discontinued at any time; and
(c) is required to be brought to an end within 30 days of the last day for lodging applications under
the Hong Kong Public Offering.
Stabilization action permitted in Hong Kong pursuant to the Securities and Futures (Price
Stabilizing) Rules of the SFO includes: (a) over-allocating for the purpose of preventing or
minimizing any reduction in the market price of the H Shares, (b) selling or agreeing to sell the H
Shares so as to establish a short position in them for the purpose of preventing or minimizing any
reduction in the market price of the H Shares, (c) purchasing, or agreeing to purchase, the H Shares
pursuant to the Over-allotment Option in order to close out any position established under paragraph
(a) or (b) above, (d) purchasing, or agreeing to purchase, any of the H Shares for the sole purpose
STRUCTURE OF THE GLOBAL OFFERING
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of preventing or minimizing any reduction in the market price of the H Shares, (e) selling or
agreeing to sell any H Shares in order to liquidate any position established as a result of those
purchases and (f) offering or attempting to do anything as described in paragraph (b), (c), (d) or (e)
above.
Specifically, prospective applicants for and investors in the Offer Shares should note that:
(a) the Stabilizing Manager (or its affiliates or any person acting for it) may, in connection
with the stabilizing action, maintain a long position in the H Shares;
(b) there is no certainty as to the extent to which and the time or period for which the
Stabilizing Manager (or its affiliates or any person acting for it) will maintain such a
long position;
(c) liquidation of any such long position by the Stabilizing Manager (or its affiliates or any
person acting for it) and selling in the open market may have an adverse impact on the
market price of the H Shares;
(d) no stabilizing action can be taken to support the price of the H Shares for longer than
the stabilization period, which will begin on the Listing Date, and is expected to expire
on the 30th day after the last day for lodging applications under the Hong Kong Public
Offering. After this date, when no further stabilizing action may be taken, demand for
the H Shares, and therefore the price of the H Shares, could fall;
(e) the price of the H Shares cannot be assured to stay at or above the Offer Price by the
taking of any stabilizing action; and
(f) stabilizing bids or transactions effected in the course of the stabilizing action may be
made at any price at or below the Offer Price and can, therefore, be done at a price below
the price paid by applicants for, or investors in, the Offer Shares.
In order to effect stabilization actions, the Stabilizing Manager will arrange cover of up to an
aggregate of 2,225,000 H Shares, representing up to 15% of the initial Offer Shares, through
delayed delivery arrangements with investors who have been allocated Offer Shares in the
International Offering. The delayed delivery arrangements (if specifically agreed by an investor)
relate only to the delay in the delivery of the Offer Shares to such investor and the Offer Price for
the Offer Shares allocated to such investor will be fully paid before the Listing Date.
Both the size of such cover and the extent to which the Over-allotment Option can be
exercised will depend on whether arrangements can be made with investors such that a sufficient
number of H Shares can be delivered on a delayed basis. If no investor in the International Offering
agrees to the delayed delivery arrangements, no stabilizing actions will be undertaken by the
Stabilizing Manager and the Over-allotment Option will not be exercised.
Our Company will ensure or procure that an announcement in compliance with the Securities
and Futures (Price Stabilizing) Rules of the SFO will be made within seven days of the expiration
of the stabilization period.
Over-Allocation
Following any over-allocation of H Shares in connection with the Global Offering, the
Stabilizing Manager (or its affiliates or any person acting for it) may cover such over-allocations
by exercising the Over-allotment Option in full or in part, by using H Shares purchased by the
Stabilizing Manager (or its affiliates or any person acting for it) in the secondary market at prices
that do not exceed the Offer Price, or by a combination of these methods.
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PRICING AND ALLOCATION
Offer Price
The Offer Price will be HK$60.70 per Offer Share, unless otherwise announced, as further
explained below.
Price Payable on Application
Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the Offer Price of HK$60.70 per Offer Share plus brokerage of
1.0%, AFRC transaction levy of 0.00015%, SFC transaction levy of 0.0027% and Stock Exchange
trading fee of 0.00565%, amounting to a total of HK$12,262.44 for one board lot of 200 H Shares.
Reduction in Offer Price and/or Number of Offer Shares
The Sponsor-Overall Coordinator (on behalf of the Underwriters) may, where it deems
appropriate, based on the level of interest expressed by prospective investors during the
book-building process in respect of the International Offering, and with our consent, reduce the
number of Offer Shares offered and/or the Offer Price range 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 a case, our Company will, as soon as practicable following the decision to
make such reduction, and in any event not later than the morning of the last day for lodging
applications under the Hong Kong Public Offering, cause to be published on the websites of our
Company and the Hong Kong Stock Exchange at www.wenge.com and www.hkexnews.hk ,
respectively, notice of the reduction, the cancellation of the Global Offering and the relaunch of the
Global Offering at the revised number of the Offer Shares and/or the revised Offer Price. This notice
will also include confirmation or revision, as appropriate, of the working capital statement and the
Global Offering statistics as set out in this prospectus, as well as any other financial information
which may change as a result of the reduction.
We will, as soon as practicable following the decision to make the reduction, in addition to
publishing the notice, issue a supplemental prospectus containing details in relation to the change
in the number of Offer Shares being offered and/or the indicative Offer Price range. The Global
Offering will 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 and/or the
Offer Price range may not be made until the last day for lodging applications under the Hong Kong
Public Offering.
In the absence of any such notice so published, the number of Offer Shares will not be reduced
and the Offer Price, if agreed upon by the Sponsor-Overall Coordinator (on behalf of the
Underwriters) and our Company, will under no circumstances be set outside the Offer Price range
as stated in this prospectus.
Announcement of the Offer Price and Basis of Allocation
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 — B. Publication of Results”.
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UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under
the terms and conditions of the Hong Kong Underwriting Agreement and is subject to, among other
things, the Sponsor-Overall Coordinator (on behalf of the Underwriters) and our Company agreeing
on the Offer Price and the other conditions set out in the subsection headed “— Conditions of the
Global Offering”.
Our Company expects to enter into the International Underwriting Agreement relating to the
International Offering on or around Wednesday, June 24, 2026.
These underwriting arrangements, including the Underwriting Agreements, are summarized in
the section headed “Underwriting”.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on:
(a) the Stock Exchange granting approval for the listing of, and permission to deal in, the
H Shares to be issued pursuant to the Global Offering (including the H Shares which may
be issued pursuant to the exercise of the Over-allotment Option and the H Shares to be
converted from Unlisted Shares) as mentioned herein on the Main Board of the Stock
Exchange and such approval not subsequently having been withdrawn, cancelled or
revoked;
(b) the execution and delivery of the International Underwriting Agreement on or around
Wednesday, June 24, 2026; and
(c) the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting
Agreement and the obligations of the International Underwriters under the International
Underwriting Agreement becoming and remaining unconditional and not having been
terminated in accordance with the terms of the respective agreements,
in each case on or before the dates and times specified in the respective Underwriting Agreements
(unless and to the extent such conditions are validly waived on or before such dates and times).
The consummation of each of the Hong Kong Public Offering and the International Offering
is conditional upon, among other things, the other offering becoming unconditional and not having
been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the dates and times specified, the
Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of the lapse
of the Hong Kong Public Offering will be published by our Company on the websites of our
Company at www.wenge.com and the Stock Exchange at www.hkexnews.hk , respectively, on the
next day following such lapse. In such a situation, all application monies will be returned, without
interest, on the terms set out in the section headed “How to Apply for Hong Kong Offer Shares —
D. Despatch/Collection of H Share Certificates and Refund of Application Monies”. In the
meantime, all application monies will be held in separate bank account(s) with the receiving bank
or other bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155 of the Laws of
Hong Kong).
H Share certificates for the Offer Shares are expected to be issued on Thursday, June 25, 2026,
but they 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.
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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 Hong
Kong Stock Exchange will commence at 9:00 a.m. on Friday, June 26, 2026.
The H Shares will be traded in board lots of 200 Shares each and the stock code of the H
Shares will be 1956.
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IMPORTANT NOTICE TO INVESTORS
OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offering.
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.wenge.com .
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.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are
applying for:
 are 18 years of age or older;
 have a Hong Kong address (for the White Form eIPO service only) ;
 are outside the United States (within the meaning of Regulation S), and are a person
described in paragraph (h)(3) of Rule 902 of Regulation S; and
 are not a legal or natural person (except qualified domestic institutional investors) of the
People’s Republic of China.
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 holder or beneficial owner of our Shares and/or a substantial shareholder
of any of our subsidiaries;
 are our director, supervisor or chief executive officer of ours and/or any of our
subsidiaries;
 are a close associate of any of the above persons;
 are our connected person or will become our connected person immediately upon
completion of the Global Offering; or
 have been allocated or have applied for any International Offer Shares or otherwise
participate in the International Offering.
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2. Application Channels
The Hong Kong Public Offering 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 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
www.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. The latest time
for completing full
payment of
application monies
will be 12:00 noon on
Tuesday, June 23,
2026.
HKSCC EIPO channel /H1118Y our broker or
custodian who is a
HKSCC Participant
will submit electronic
application
instructions on your
behalf through
HKSCC’s FINI system
in accordance with
your instruction.
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.
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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 Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC
Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC or
HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any breach of the
terms and conditions of this prospectus.
Only one application may be made for the benefit of any person. If you are suspected of
making more than one application through the White Form eIPO service or any other channel, all
of your applications are liable to be rejected.
3. Information Required to Apply
Y ou 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
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of priority:
i. HKID card; or
ii. National identification document; or
iii. Passport; and
 Identity document number
 Full name(s)
2 as shown on your identity
document
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of priority:
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration certificate; or
iv. Other equivalent document; and
 Identity document number
Notes:
1. If you are applying through the White Form eIPO service, you are required to provide a valid e-mail address,
a contact telephone number and a Hong Kong address. Y ou are also required to declare that the identity
information provided by you follows the requirements as described in Note 2 below. In particular, where you
cannot provide a HKID number, you must confirm that you do not hold a HKID card.
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
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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 account holders on FINI is capped at 4 in accordance with market practice.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document),
the identity document’s issuing country or jurisdiction, the identity document type; and (ii), the identity
document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint
beneficial owner. If you do not include this information, the application will be treated as being made for your
benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated as
being for your benefit and you should provide the required information in your application as stated above.
“Unlisted company ” means a company with no equity securities listed on the Stock Exchange or any other
stock exchange.
“Statutory control ” means you:
 control the composition of the board of directors of our Company;
 control more than half of the voting power of our Company; or
 hold more than half of the issued share capital of our Company (not counting any part of it which carries
no right to participate beyond a specified amount in a distribution of either profits or capital).
For those applying through HKSCC EIPO channel, and making an application under a power
of attorney, we and the Overall Coordinators, as our agent, have discretion to consider whether to
accept it on any conditions we think fit, including evidence of the attorney’s authority.
Failing to provide any required information may result in your application being rejected.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: 200 H Shares
Permitted number of Hong Kong
Offer Shares for application and
amount payable on
application/successful allotment /H1118/H1118
: Hong Kong Offer Shares are available for application in specified
board lot sizes only. Please refer to the amount payable associated
with each specified board lot size in the table below.
The Offer Price is HK$60.70 per Share.
If you are applying through the HKSCC EIPO channel, your
broker or custodian may require you to pre-fund your application
in such amount as determined by the broker or custodian , based
on the applicable laws and regulations in Hong Kong. Y ou are
responsible for complying with any such pre-funding requirement
imposed by your broker or custodian with respect to the Hong
Kong Offer Shares you applied for.
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By instructing your broker or custodian to apply for the Hong
Kong Offer Shares on your behalf through the HKSCC EIPO
channel, you (and, if you are joint applicants, each of you jointly
and severally) are deemed to have instructed and authorized
HKSCC to cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment of the final
Offer Price, brokerage, SFC transaction levy, the Stock Exchange
trading fee and the AFRC transaction levy by debiting the relevant
nominee bank account at the designated bank for your broker or
custodian.
If you are applying through the White Form eIPO service you
may refer to the table below for the amount payable for the number
of Shares you have selected. Y ou must pay the respective
maximum amount payable on application in full upon application
for Hong Kong Offer Shares.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
200 12,262.44 3,000 183,936.48 25,000 1,532,803.99 100,000 6,131,215.96
400 24,524.87 4,000 245,248.64 30,000 1,839,364.79 120,000 7,357,459.15
600 36,787.29 5,000 306,560.80 35,000 2,145,925.58 140,000 8,583,702.34
800 49,049.72 6,000 367,872.96 40,000 2,452,486.38 160,000 9,809,945.52
1,000 61,312.16 7,000 429,185.12 45,000 2,759,047.18 180,000 11,036,188.71
1,200 73,574.60 8,000 490,497.28 50,000 3,065,607.98 200,000 12,262,431.90
1,400 85,837.02 9,000 551,809.44 60,000 3,678,729.56 250,000 15,328,039.88
1,600 98,099.46 10,000 613,121.60 70,000 4,291,851.16 300,000 18,393,647.86
1,800 110,361.88 15,000 919,682.39 80,000 4,904,972.75 370,800
(1) 22,734,548.74
2,000 122,624.32 20,000 1,226,243.19 90,000 5,518,094.35
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of the brokerage, the SFC transaction levy, the Stock Exchange trading fee and the
AFRC transaction levy. If your application is successful, the 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 the AFRC transaction
levy are paid to the Stock Exchange (in 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.
5. Multiple Applications Prohibited
Y ou or your joint applicant(s) shall not make more than one application for your own benefit,
except where you are a nominee and provide the information of the underlying investor in your
application as required under the paragraph headed “— A. Application for Hong Kong Offer Shares
— 3. Information Required to Apply” in this section. If you are suspected of submitting or cause
to submit more than one application, all of your applications will be rejected.
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.
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6. 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):
(a) undertake to execute all relevant documents and instruct and authorise us and/or the
Overall Coordinators, as our agents, to execute any documents for you and to do on your
behalf all things necessary to register any Hong Kong Offer Shares allocated to you in
your name or in the name of HKSCC Nominees as required by the Articles of
Association, and (if you are applying through the HKSCC EIPO channel) to deposit the
allotted Hong Kong Offer Shares directly into CCASS for the credit of your designated
HKSCC Participant’s stock account on your behalf;
(b) confirm that you have read and understand the terms and conditions and application
procedures set out in this prospectus and the designated website of the 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;
(c) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker or
custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC
Operational Procedures for giving application instructions to apply for Hong Kong Offer
Shares;
(d) confirm that you are aware of the restrictions on offers and sales of shares set out in this
prospectus and they do not apply to you, or the person(s) for whose benefit you have
made the application;
(e) confirm that you have read this prospectus and any supplement to it and have relied only
on the information and representations contained therein in making your application (or
as the case may be, causing your application to be made) and will not rely on any other
information or representations;
(f) agree that our Company, the Sole Sponsor, the Sponsor-Overall Coordinator, 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, supervisors, officers, employees, partners, agents, advisers and any other
parties involved in the Global Offering (the “ Relevant Persons ”), the H Share Registrar
and HKSCC will not be liable for any information and representations not in this
prospectus and any supplement to it;
(g) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit you
have made the application to us, the Relevant Persons, the H Share Registrar, HKSCC,
HKSCC Nominees, the Stock Exchange, the SFC and any other statutory regulatory or
governmental bodies or otherwise as required by laws, rules or regulations, for the
purposes under the paragraph headed “— G. Personal Data — 3. Purposes and 4.
Transfer of personal data” in this section;
(h) agree (without prejudice to any other rights which you may have once your application
(or as the case may be, HKSCC Nominees’ application) has been accepted) that you will
not rescind it because of an innocent misrepresentation;
(i) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, any application made by you or HKSCC Nominees on your
behalf cannot be revoked once it is accepted, which will be evidenced by the notification
of the result of the ballot by the H Share Registrar by way of publication of the results
at the time and in the manner as specified in the paragraph headed “— B. Publication
of Results” in this section;
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(j) 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;
(k) agree that your application or HKSCC Nominees’ application, any acceptance of it and
the resulting contract will be governed by and construed in accordance with the laws of
Hong Kong;
(l) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place
outside Hong Kong that apply to your application and that neither we nor the Relevant
Persons will breach any law inside and/or outside Hong Kong as a result of the
acceptance of your offer to purchase, or any action arising from your rights and
obligations under the terms and conditions contained in this prospectus;
(m) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not
financed directly or indirectly by our Company, any of the directors, chief executives,
substantial Shareholder(s) or existing shareholder(s) of our Company or any of their
respective close associates; and (b) you are not accustomed or will not be accustomed
to taking instructions from our Company, any of the directors, chief executives,
substantial shareholder(s) or existing shareholder(s) of our Company or any of its
subsidiaries or any of their respective close associates in relation to the acquisition,
disposal, voting or other disposition of the Shares registered in your name or otherwise
held by you;
(n) warrant that the information you have provided is true and accurate;
(o) confirm that you understand that we and the Overall Coordinators will rely on your
declarations and representations in deciding whether or not to allocate any Hong Kong
Offer Shares to you and that you may be prosecuted for making a false declaration;
(p) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to
you under the application;
(q) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(r) represent, warrant and undertake that (i) you understand that the Hong Kong Offer
Shares have not been and will not be registered under the U.S. Securities Act; and (ii)
you and any person for whose benefit you are applying for the Hong Kong Offer Shares
are outside the United States (as defined in Regulation S) or are a person described in
paragraph (h)(3) of Rule 902 of Regulation S;
(s) undertake and confirm that you or the person(s) for whose benefit you have made the
application have not applied for or taken up, or indicated an interest for, and will not
apply for or take up, or indicate an interest for, any International Offer Shares nor have
participated in the International Offering;
(t) confirm that you are aware of the restrictions on the Global Offering set out in this
prospectus;
(u) (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 White Form eIPO service or by anyone as
your agent or by any other person;
(v) (if you are making the application as an agent for the benefit of another person) warrant
that (i) 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 application instructions to HKSCC and (ii) you have due authority to give
electronic application instructions on behalf of that other person as its agent; and
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(w) if the laws of any place outside Hong Kong apply to your application, agree and warrant
that you have complied with all these laws and none of us nor any Relevant Person will
breach any of these laws 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.
B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through White Form eIPO service or HKSCC EIPO channel:
Website /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The 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 provider 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.wenge.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 /H1118/H1118/H1118/H1118/H1118/H1118+852 2862 8555 — the allocation 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) on a Business Day.
For those applying through HKSCC EIPO channel, you may also check with your broker or
custodian from 6:00 p.m. on 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.
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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.wenge.com by no later than 11:00 p.m. on Thursday,
June 25, 2026 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
Y ou should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Y our application or the application made by HKSCC Nominees on your behalf may be
revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Overall Coordinators, the H Share Registrar and their respective agents and nominees
have full discretion to reject or accept any application, or to accept only part of any application,
without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not grant
permission to list the H Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Stock Exchange notifies us of that longer
period within three weeks of the closing date of the application lists.
4. If:
 you make multiple applications or suspected multiple applications. Y ou may see 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 Coordinators believe that by accepting your application, it or we
would violate applicable securities or other laws, rules or regulations.
5. If there is money settlement failure for allotted H Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants
will be required to hold sufficient application funds on deposit with their designated bank before
balloting. After balloting of Hong Kong Offer Shares, the Receiving Bank will collect the portion
of these funds required to settle each HKSCC Participant’s actual Hong Kong Offer Share allotment
from their designated bank.
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There is a risk of money settlement failure. In the extreme event of money settlement failure
by a HKSCC Participant (or its designated bank), which is acting on your behalf in settling payment
for your allotted shares, HKSCC will contact the defaulting HKSCC Participant and its designated
bank to determine the cause of failure and request such defaulting HKSCC Participant to rectify or
procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected Hong
Kong Offer Shares will be reallocated to the International Offering. Hong Kong Offer Shares
applied for by you through the broker or custodian may be affected to the extent of the settlement
failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares due to the money
settlement failure by such HKSCC Participant. None of us, the Relevant Persons, the H Share
Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are not allocated to you due
to the money settlement failure.
D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one H Share certificate for all Hong Kong Offer Shares allotted to you under
the Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO
channel where the H Share certificates will be deposited into CCASS as described below).
No temporary document of title will be issued in respect of the 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 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
For application of 300,000 Hong
Kong Public Offer Shares or
more /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Collection in person at the 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
Time: from 9:00 a.m. to 1:00 p.m.
on Friday, June 26, 2026 (Hong
Kong time)
H Share certificate(s) will be
issued in the name of
HKSCC Nominees,
deposited into CCASS and
credited to your designated
HKSCC Participant’s stock
account.
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White Form eIPO service HKSCC EIPO channel
If you are an individual, you must
not authorise any other person to
collect for you. If you are a
corporate applicant, your
authorised representative must
bear a letter of authorization
from your corporation stamped
with your corporation’s chop.
Both individuals and authorised
representatives must produce, at
the time of collection, evidence
of identity acceptable to the H
Share Registrar.
Note : If you do not collect your H
Share certificate(s) personally
within the time above, it/they
will be sent to the address
specified in your application
instructions by ordinary post at
your own risk.
No action by you is required.
For application of less than 300,000
Hong Kong Public Offer Shares /H1118
Y our Share certificate(s) will be
sent to the address specified in
your application instructions by
ordinary post at your own risk.
Time: Thursday, June 25, 2026
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Friday, June 26, 2026 Subject to the arrangement
between you and your
broker or custodian.
Responsible party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118H Share Registrar Y our broker or custodian.
Application monies paid through
single bank account /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Any refund will be despatched to
your designated bank account in
the form of White Form
e-Refund payment instructions.
Y our broker or custodian will
arrange refund to your
designated bank account
subject to the arrangement
between you and it.
Application monies paid through
multiple bank accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Refund cheque(s) will be
despatched to the address as
specified in your application
instructions by ordinary post at
your own risk.
Except in the event of any Severe Weather Signals (as defined below) in force in Hong Kong
on the Business Day before the Listing Date rendering it impossible for the relevant share
certificates to be despatched to HKSCC in a timely manner, our Company shall procure the H Share
Registrar to arrange for delivery of the supporting documents and share certificates in accordance
with the contingency arrangements as agreed between them. Y ou may see “— E. Severe Weather
Arrangements” in this section.
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E. SEVERE 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, “ Severe 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 the application lists will open between 11:45 a.m. and 12:00 noon and/or close at
12:00 noon on the next Business Day which does not have Severe Weather Signals in force at any
time between 9:00 a.m. and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the listing date. Should there be any changes to the dates
mentioned in the section headed “Expected Timetable” in this prospectus, an announcement will be
made and published on the Stock Exchange’s website at www.hkexnews.hk and our website at
www.wenge.com of the revised timetable.
If any of Severe 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 any of Severe Weather Signal is hoisted on Thursday, June 25, 2026, for application of less
than 300,000 Hong Kong Public Offer Shares which are initially scheduled for despatch on
Thursday, June 25, 2026, despatch will be made by ordinary post when the post office re-opens after
any of those warnings is lowered or canceled (e.g. in the afternoon of Thursday, June 25, 2026 or
Friday, June 26, 2026).
If any of Severe Weather Signal is hoisted on Friday, June 26, 2026, for application of 300,000
Hong Kong Public Offer Shares or more which are initially scheduled for collection at the H Share
Registrar’s office from 9:00 a.m. to 1:00 p.m. on Friday, June 26, 2026, you may pick them up from
the H Share Registrar’s office after any of those warnings is lowered or canceled (e.g. in the
afternoon of Friday, June 26, 2026 or Monday, June 29, 2026).
Prospective investors should be aware that if they choose to receive physical share
certificates issued in their own name, there may be a delay in receiving the share certificates.
F. ADMISSION OF THE H SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the H Shares
will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS
with effect from the date of commencement of dealings in the H Shares or any other date HKSCC
chooses. Settlement of transactions between Exchange Participants is required to take place in
CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and HKSCC
Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the Shares to be admitted into CCASS.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 295 –


--- page 305 ---
Y ou should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by our Company, the H Share Registrar, the receiving bank and the Relevant
Persons about you in the same way as it applies to personal data about applicants other than HKSCC
Nominees. This personal data may include client identifier(s) and your identification information.
By giving application instructions to HKSCC, you acknowledge that you have read, understood and
agree to all of the terms of the Personal Information Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of, Hong
Kong Offer Shares, of the policies and practices of our Company and the H Share Registrar in
relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of
Hong Kong).
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that
personal data supplied to our Company or its agents and the H Share Registrar is accurate and
up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into
or out of their names or in procuring the services of the H Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability of our
Company or the H Share Registrar to effect transfers or otherwise render their services. It may also
prevent or delay registration or transfers of Hong Kong Offer Shares which you have successfully
applied for and/or the despatch of Share certificate(s) to which you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform our Company
and the H Share Registrar immediately of any inaccuracies in the personal data supplied.
3. Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever means) for the
following purposes:
 processing your application and refund cheque and 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;
 compliance with applicable laws and regulations in Hong Kong and elsewhere;
 registering new issues or transfers into or out of the names of the holders of the Shares
including, where applicable, HKSCC Nominees;
 maintaining or updating the register of members of our Company;
 verifying identities of applicants for and holders of the Shares and identifying any
duplicate applications for the Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of the Shares, such as dividends, rights
issues, bonus issues, etc.;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 306 ---
 distributing communications from our Group;
 compiling statistical information and profiles of the holder of the Shares;
 disclosing relevant information to facilitate claims on entitlements; and
 any other incidental or associated purposes relating to the above and/or to enable our
Company and the H Share Registrar to discharge their obligations to applicants and
holders of the Shares and/or regulators and/or any other purposes to which applicants
and holders of the Shares may from time to time agree.
4. Transfer of personal data
Personal data held by our Company and the H Share Registrar relating to the applicants for
and holders of Hong Kong Offer Shares will be kept confidential but our Company and the H Share
Registrar may, to the extent necessary for achieving any of the above purposes, disclose, obtain or
transfer (whether within or outside Hong Kong) the personal data to, from or with any of the
following:
 our Company’s appointed agents such as financial advisers, receiving bank and overseas
principal share registrar;
 HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the H Share Registrar, in each case for the purposes of providing its
services or facilities or performing its functions in accordance with its rules or
procedures and operating FINI and CCASS (including where applicants for the Hong
Kong Offer Shares request a deposit into CCASS);
 any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to our Company or the H
Share Registrar in connection with their respective business operations;
 the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies
or otherwise as required by laws, rules or regulations, including for the purpose of the
Stock Exchange’s administration of the Listing Rules and the SFC’s performance of its
statutory functions; and
 any persons or institutions with which the holders of Hong Kong Offer Shares have or
propose to have dealings, such as their bankers, solicitors, accountants and brokers.
5. Retention of personal data
Our Company and the H Share Registrar will keep the personal data of the applicants and
holders of Hong Kong Offer Shares for as long as necessary to fulfil the purposes for which the
personal data were collected. Personal data which is no longer required will be destroyed or dealt
with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong
Kong).
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether our
Company or the H Share Registrar hold their personal data, to obtain a copy of that data, and to
correct any data that is inaccurate. Our Company and the H Share Registrar have the right to charge
a reasonable fee for the processing of such requests. All requests for access to data or correction
of data should be addressed to our Company and the H Share Registrar, at their registered address
disclosed in the section headed “Corporate information” in this prospectus or as notified from time
to time, for the attention of our company secretary, or the H Share Registrar for the attention of the
privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 297 –


--- page 307 ---
⭰㰟㛪姯⸒Ṳ⋀㈧
榀㸖毩歁㵳勘䙮怺 979噆
⤑⏋✱ᷧ⺎27㧺
Tel 曢婘: +852 2846 9888
Fax ₚ䜆: +852 2868 4432
ey.com
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hon
g Kong
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF BEIJING ZHONGKE WENGEAI SCIENCE AND TECHNOLOGY
CO., LTD. AND CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG
SECURITIES LIMITED
Introduction
We report on the historical financial information of Beijing Zhongke WengeAI Science
and Technology Co., Ltd. (the “Company”) and its subsidiaries (together, the “Group”) set out
on pages I-3 to I-84, which comprises the consolidated statements of profit or loss, statements
of comprehensive income, statements of changes in equity and statements of cash flows of the
Group for each of the years ended 31 December 2023, 2024 and 2025 (the “Relevant Periods”),
and the consolidated statements of financial position of the Group and the statements of
financial position of the Company as at 31 December 2023, 2024 and 2025 and material
accounting policy information and other explanatory information (together, the “Historical
Financial Information”). The Historical Financial Information set out on pages I-3 to I-84
forms an integral part of this report, which has been prepared for inclusion in the prospectus
of the Company dated 17 June 2026 (the “Prospectus”) in connection with the initial listing of
the shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited
(the “Stock Exchange”).
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical
Financial Information that gives a true and fair view in accordance with the basis of preparation
set out in note 2.1 to the Historical Financial Information and for such internal control as the
directors determine is necessary to enable the preparation of the Historical Financial
Information that is free from material misstatement, whether due to fraud or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200 Accountants’ Reports on Historical Financial
Information in Investment Circulars issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”). This standard requires that we comply with ethical standards and
plan and perform our work to obtain reasonable assurance about whether the Historical
Financial Information is free from material misstatement.
A member firm of Ernst & Y oung Global Limited
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 308 ---
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the
reporting accountants’ judgement, including the assessment of risks of material misstatement
of the Historical Financial Information, whether due to fraud or error. In making those risk
assessments, the reporting accountants consider internal control relevant to the entity’s
preparation of the Historical Financial Information that gives a true and fair view in accordance
with the basis of preparation set out in note 2.1 to the Historical Financial Information in order
to design procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. Our work also
included evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the directors, as well as evaluating the overall presentation of
the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the
accountants’ report, a true and fair view of the financial position of the Group and the Company
as at 31 December 2023, 2024 and 2025 and of the financial performance and cash flows of
the Group for each of the Relevant Periods in accordance with the basis of preparation set out
in note 2.1 to the Historical Financial Information.
Report on matters under the Rules Governing the Listing of Securities on the Stock
Exchange and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-3 have been made.
Dividends
We refer to note 11 to the Historical Financial Information which states that no dividends
have been paid by the Company in respect of the Relevant Periods.
Ernst & Y oung
Certified Public Accountants
Hong Kong
17 June 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 309 ---
I HISTORICAL FINANCIAL INFORMATION
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The financial statements of the Group for the Relevant Periods, on which the Historical
Financial Information is based, were audited by Ernst & Y oung in accordance with Hong Kong
Standards on Auditing issued by the HKICPA (the “Underlying Financial Statements”).
The Historical Financial Information is presented in Renminbi (“RMB”) and all values
are rounded to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 310 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
Y ear ended 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
REVENUE /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 249,693 317,769 405,316
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(139,776) (157,626) (197,659)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,917 160,143 207,657
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 37,414 31,314 49,158
Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118(118,185) (107,661) (94,074)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(106,385) (99,767) (131,986)
Research and development expenses /H1118/H1118 (179,511) (131,015) (187,545)
Fair value gains on financial assets at
fair value through profit or loss,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,104 68 –
Impairment losses on financial and
contract assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,593) (7,852) (6,918)
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(245) (1,599) (1,165)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (1,500) (933) (2,697)
LOSS BEFORE TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (259,984) (157,302) (167,570)
Income tax credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 198 207 1,307
LOSS FOR THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(259,786) (157,095) (166,263)
Loss attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(259,023) (156,852) (174,305)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(763) (243) 8,042
(259,786) (157,095) (166,263)
LOSS PER SHARE A TTRIBUTABLE
TO ORDINARY EQUITY
HOLDERS OF THE PARENT /H1118/H1118/H1118/H1118/H1118
Basic and diluted (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 (1.73) (1.04) (1.11)
For the details of pre-IPO investments, please refer to note 31 to this report.
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 311 ---
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
LOSS FOR THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(259,786) (157,095) (166,263)
OTHER COMPREHENSIVE INCOME
Other comprehensive income that may be
reclassified to profit or loss in
subsequent periods:
Exchange differences:
Exchange differences on translation of
foreign operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 (72) 262
Net other comprehensive income that may be
reclassified to profit or loss in subsequent
periods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 (72) 262
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 (72) 262
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(259,778) (157,167) (166,001)
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(259,015) (156,924) (174,043)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(763) (243) 8,042
(259,778) (157,167) (166,001)
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 312 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H111813 27,046 21,836 15,094
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 38,645 15,206 17,625
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 3,982 5,631 9,460
Prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 3,828 2,577 3,040
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 10,191 10,519 –
Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 – – 50,834
Equity investments designated at fair
value through other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 – – 10,000
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,692 55,769 106,053
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 48,469 36,413 55,609
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 123,624 167,705 248,320
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 7,065 10,583 7,217
Prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 17,271 28,203 56,639
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 – 70,921 26,106
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 – – 10,845
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 2,618 5,317 26,201
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 524,408 445,027 324,621
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118723,455 764,169 755,558
CURRENT LIABILITIES
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 54,471 62,645 84,576
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 54,960 65,025 81,573
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 62,993 44,337 46,423
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 18,643 11,320 11,616
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 2,866 3,693 4,439
Interest-bearing bank loans and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 – – 28,917
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118193,933 187,020 257,544
NET CURRENT ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118529,522 577,149 498,014
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118613,214 632,918 604,067
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 313 ---
As at 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT LIABILITIES
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 525 317 30
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 17,173 3,044 6,866
Interest-bearing bank loans and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 – – 40,520
Put option liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 52,555
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,698 3,361 99,971
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118595,516 629,557 504,096
EQUITY
Equity attributable to owners of the
parent
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 150,000 156,429 158,267
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 445,971 473,128 337,602
595,971 629,557 495,869
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(455) – 8,227
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118595,516 629,557 504,096
For the details of pre-IPO investments, please refer to note 31 to this report.
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 314 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Y ear ended 31 December 2023
Attributable to owners of the parent
Share capital
Share premium
and other
reserve*
Share-based
payment
reserve*
Statutory
surplus
reserve*
Exchange
fluctuation
reserve*
Accumulated
losses* Total
Non-controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 31 Note 33 Note 33 Note 33 Note 33
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118150,000 925,321 11,207 15 – (313,736) 772,807 191 772,998
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (259,023) (259,023) (763) (259,786)
Other comprehensive income
for the year:
Exchange differences
related to foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––8–8 –8
Total comprehensive income
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––8 (259,023) (259,015) (763) (259,778)
Share-based payments
(note 32) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 74,15 0––– 74,150 117 74,267
Transfer from the share-based
payment reserve upon
exercise /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,850 (8,850) –––– ––
Capital contributions from
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,02 9–––– 8,029 – 8,029
As at 31 December 2023 /H1118/H1118/H1118150,000 942,200 76,507 15 8 (572,759) 595,971 (455) 595,516
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 315 ---
Y ear ended 31 December 2024
Attributable to owners of the parent
Share capital
Share premium
and other
reserve*
Share-based
payment
reserve*
Statutory
surplus
reserve*
Exchange
fluctuation
reserve*
Accumulated
losses* Total
Non-controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 31 Note 33 Note 33 Note 33 Note 33
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118150,000 942,200 76,507 15 8 (572,759) 595,971 (455) 595,516
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (156,852) (156,852) (243) (157,095)
Other comprehensive loss for
the year:
Exchange differences
related to foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (72) – (72) – (72)
Total comprehensive income
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (72) (156,852) (156,924) (243) (157,167)
Share-based payments
(note 32) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 41,86 8––– 41,868 – 41,868
Transfer from the share-based
payment reserve upon
exercise /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 47,168 (47,168) –––– ––
Issue of new shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,429 143,57 1–––– 150,000 – 150,000
Transaction cost on issue of
new shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (660) –––– (660) – (660)
Acquisition of non-
controlling interests /H1118/H1118/H1118/H1118/H1118/H1118– (698) –––– (698) 698 –
As at 31 December 2024 /H1118/H1118/H1118156,429 1,131,581 71,207 15 (64) (729,611) 629,557 – 629,557
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 316 ---
Y ear ended 31 December 2025
Attributable to owners of the parent
Share capital
Share premium
and other
reserve*
Share-based
payment
reserve*
Statutory
surplus
reserve*
Exchange
fluctuation
reserve*
Accumulated
losses* Total
Non-controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 31 Note 33 Note 33 Note 33 Note 33
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118156,429 1,131,581 71,207 15 (64) (729,611) 629,557 – 629,557
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (174,305) (174,305) 8,042 (166,263)
Other comprehensive loss for
the year:
Exchange differences
related to foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 2 6 2– 2 6 2 – 2 6 2
Total comprehensive income
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 2 6 2 (174,305) (174,043) 8,042 (166,001)
Share-based payments
(note 32) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 44,51 3––– 44,513 – 44,513
Transfer from the share-based
payment reserve upon
exercise /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 56,148 (56,148) –––– ––
Issue of new shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,838 45,16 2–––– 47,000 – 47,000
Acquisition of a subsidiary /H1118/H1118 ––––––– 3 4 2 3 4 2
Put options over
non-controlling interests /H1118/H1118/H1118 – (51,158) –––– (51,158) – (51,158)
Dividends paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––– (157) (157)
As at 31 December 2025 /H1118/H1118/H1118158,267 1,181,733 59,572 15 198 (903,916) 495,869 8,227 504,096
* These reserve accounts represent the total consolidated reserves of RMB445,971,000 and RMB473,128,000 and RMB337,602,000 in the consolidated sta tements of financial
position as at 31 December 2023, 2024 and 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 317 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
CASH FLOWS USED IN
OPERA TING ACTIVITIES
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(259,984) (157,302) (167,570)
Adjustments for:
Depreciation of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186, 13 9,596 11,866 11,982
Depreciation of right-of-use assets /H1118/H11186, 14 19,932 16,884 16,094
Amortisation of other intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186, 16 1,158 1,243 2,148
Share-based payment expenses /H1118/H1118/H1118/H1118/H11186, 32 74,267 41,868 44,513
Impairment losses on financial and
contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,593 7,852 6,918
Impairment losses recognised for
inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186, 20 2,617 2,697 650
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 1,500 933 2,697
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (1,684) (1,481) (447)
Investment income from structured
deposits and time deposits /H1118/H1118/H1118/H1118/H1118/H11185 (11,361) (6,301) (2,623)
Fair value gains on financial assets
at fair value through profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (2,104) (68) –
Warranty provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 4,675 13,735 6,940
Losses on disposal of items of
property, plant and equipment /H1118/H1118/H1118/H1118 201 107 2
Gain on disposal of a subsidiary /H1118/H1118/H1118 – – (437)
Gain on lease term termination /H1118/H1118/H1118/H11186 (29) (1,087) (380)
Exchange losses on foreign
exchange from non-operating
activities, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 332
(157,623) (69,054) (79,181)
(Increase)/decrease in inventories /H1118/H1118/H1118/H1118 (13,878) 9,359 (3,882)
Increase in trade and bills receivables /H1118 (57,326) (50,824) (89,283)
Decrease/(increase) in contract assets /H1118 2,598 (4,596) 4,145
Decrease/(increase) in prepayments,
other receivables and other assets /H1118/H1118 1,488 (9,715) (25,249)
Decrease/(increase) in restricted cash /H1118 2,326 (2,699) (3,658)
Increase in other payables and
accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,326 14,569 18,120
Increase in trade and bills payables /H1118/H1118/H1118 19,886 8,174 16,489
Increase/(decrease) in contract
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,878 (18,656) (19,706)
Decrease in provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,193) (12,908) (6,237)
Cash used in operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(184,518) (136,350) (188,442)
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,684 1,481 447
Net cash flows used in operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(182,834) (134,869) (187,995)
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 318 ---
Y ear ended 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from disposal of items of
property, plant and equipment /H1118/H1118/H1118/H1118/H1118 32 67 –
Purchases of items of property, plant
and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(28,348) (7,361) (3,435)
Purchase of other intangible assets /H1118/H1118/H1118 (277) (3,225) –
Purchase of time deposits, structured
deposits, listed equity investments
and other unlisted investments
classified as financial assets at fair
value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118(2,266,800) (1,370,962) (1,246,000)
Redemption of time deposits and
structured deposits classified as
financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,944,800 1,299,990 1,290,479
Purchases of equity investments
designated at fair value through
other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118 – – (10,000)
Disposal of unlisted investment /H1118/H1118/H1118/H1118/H1118/H1118 – – 750
Interest income from financial assets
at fair value through profit or loss /H1118/H1118 16,328 6,092 1,883
Acquisition of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 – – (27,070)
Disposal of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836 – – (2,994)
Increase in restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (17,226)
Net cash flows from/(used in)
investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118665,735 (75,399) (13,613)
CASH FLOWS FROM FINANCING
ACTIVITIES
Issue of new shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 150,000 47,000
Capital contribution from
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,029 – –
Advance from the shareholder of a
subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,638 – –
Repayment of advance from the
shareholder of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118 – (3,638) –
Lease payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(19,787) (14,743) (14,745)
Proceeds from interest-bearing bank
and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 64,226
Repayment of interest-bearing bank
and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (12,430)
Dividends paid to non-controlling
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (157)
Transaction cost on issue of new
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (660) –
Payments on listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118 – – (2,193)
Interest paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (429)
Net cash flows (used in)/from
financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,120) 130,959 81,272
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 319 ---
Y ear ended 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
NET INCREASE/(DECREASE) IN
CASH AND CASH
EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118474,781 (79,309) (120,336)
Cash and cash equivalents at
beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,619 524,408 445,027
Effect of foreign exchange rate
changes, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 (72) (70)
Cash and cash equivalents at end of
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118524,408 445,027 324,621
ANAL YSIS OF BALANCES OF
CASH AND CASH EQUIV ALENTS
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 537,217 460,863 361,667
Less: Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 10,191 10,519 10,845
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 2,618 5,317 26,201
Cash and cash equivalents as stated in
the statements of cash flows and
statements of financial position /H1118/H1118/H1118/H1118 524,408 445,027 324,621
APPENDIX I ACCOUNTANTS’ REPORT
– I-13 –


--- page 320 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H111813 24,848 20,515 11,746
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 26,010 10,337 10,511
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 3,843 5,537 4,175
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 65,215 65,271 79,672
Prepayments, deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 2,476 1,745 1,413
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118122,392 103,405 107,517
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 35,806 29,912 38,238
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 99,414 127,569 192,582
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 6,086 8,659 4,258
Prepayments, deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 15,605 26,914 52,317
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 – 70,068 300
Due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839 103,311 263,433 452,929
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 2,618 5,267 18,143
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 461,414 286,691 230,187
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118724,254 818,513 988,954
CURRENT LIABILITIES
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 51,308 51,279 81,797
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 33,212 44,524 51,806
Due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839 2,544 8,125 173,845
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 52,594 34,031 24,365
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 13,229 7,075 6,868
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 2,480 2,920 2,860
Interest-bearing bank loans and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 – – 7,381
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118155,367 147,954 348,922
NET CURRENT ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118568,887 670,559 640,032
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118691,279 773,964 747,549
APPENDIX I ACCOUNTANTS’ REPORT
– I-14 –


--- page 321 ---
As at 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT LIABILITIES
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118518 315 53
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 9,322 1,166 3,292
Interest-bearing bank loans and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 – – 3,520
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,840 1,481 6,865
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118681,439 772,483 740,684
Equity
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 150,000 156,429 158,267
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 531,439 616,054 582,417
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118681,439 772,483 740,684
APPENDIX I ACCOUNTANTS’ REPORT
– I-15 –


--- page 322 ---
II NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE AND GROUP INFORMATION
Beijing Zhongke WengeAI Science and Technology Co., Ltd. was incorporated as a joint stock company with
limited liability on 20 March 2017. The registered office of the Company is located at Room 717, 7th Floor, Building
9, North Fourth Ring Road West, Haidian District, Beijing, the People’s Republic of China (the “PRC”).
During the Relevant Periods, the Company and its subsidiaries (collectively, the “Group”) were involved in the
following principal activities:
 Provision of artificial intelligence (“AI”) services and operation and maintenance services.
As at the end of the Relevant Periods, the Company had direct and indirect interests in its subsidiaries, all of
which are private limited liability companies (or, if incorporated outside Hong Kong, have substantially similar
characteristics to a private company incorporated in Hong Kong), the particulars of the major subsidiaries are set out
below:
Name Notes
Place and date of
incorporation/
registration and
operations
Nominal value of
issued ordinary/
registered share
capital
Percentage of
equity
attributable to
the Company
Principal activitiesDirect Indirect
(’000) % %
Shenzhen Zhongke
Wenge Technology
Co., Ltd.ၲ
ʮ̡ /H1118/H1118/H1118
(1) PRC/Chinese
Mainland/
8 May 2018
RMB10,000 100 – Research and
development
(“R&D”), and
sale of software
products
Xi’an Zhongke Wenge
Technology Co., Ltd.
ҦϞ
ʮ̡ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(6) PRC/Chinese
Mainland/
2 July 2018
RMB1,000 100 – Research and
development
(“R&D”), and
sale of software
products
Nanjing Zhongke
Wenge Technology
Co., Ltd.ၲ
ʮ̡ /H1118/H1118/H1118
(6) PRC/Chinese
Mainland/
23 August 2019
RMB20,000 100 – Research and
development
(“R&D”), and
sale of software
products
Chongqing Zhongke
Wenge Technology
Co., Ltd.ၲ
ʮ̡ /H1118/H1118/H1118
(6) PRC/Chinese
Mainland/
21 October 2021
RMB5,000 100 – Research and
development
(“R&D”), and
sale of software
products
Shanghai Zhongke
Wenge Technology
Co., Ltd.ၲ
ʮ̡ /H1118/H1118/H1118
(6) PRC/Chinese
Mainland/
20 July 2022
RMB10,000 100 – Research and
development
(“R&D”), and
sale of software
products
Tianjin Zhongke
Wenge Technology
Co., Ltd.ၲ
ʮ̡ /H1118/H1118/H1118
(2), (5) PRC/Chinese
Mainland/
23 February 2023
RMB10,000 100 – Research and
development
(“R&D”), and
sale of software
products
Beijing Zhongke
Wenge Holdings
Co., Ltd.ၲ
ʮ̡ /H1118/H1118/H1118
(6) PRC/Chinese
Mainland/
9 May 2023
RMB10,000 100 – Research and
development
(“R&D”), and
sale of software
products
APPENDIX I ACCOUNTANTS’ REPORT
– I-16 –


--- page 323 ---
Name Notes
Place and date of
incorporation/
registration and
operations
Nominal value of
issued ordinary/
registered share
capital
Percentage of
equity
attributable to
the Company
Principal activitiesDirect Indirect
(’000) % %
Hainan Zhongke
Wenge Technology
Co., Ltd.ၲ
ʮ̡ /H1118/H1118/H1118
(6) PRC/Chinese
Mainland/
24 December 2021
RMB2,000 – 100 Research and
development
(“R&D”), and
sale of software
products
D2 Intelligence
Limitedၲဂ਷
ʮ̡ /H1118/H1118/H1118/H1118/H1118/H1118
(6) Hong Kong/
18 July 2023
– – 100 Research and
development
(“R&D”), and sale
of software
products
D2 Intelligence HK
LimitedಥၲဂϞ
ʮ̡ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(6) Hong Kong/
9 August 2023
– – 100 Research and
development
(“R&D”), and sale
of software
products
Beijing Zhongke
Wencai Technology
Center (Limited
Partnership) ̏ԯʕ
Ҧʕː(Ϟ
Υྫ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(6) PRC/Chinese
Mainland/
30 January 2024
RMB1,000 90 10 Research and
development
(“R&D”), and
sale of software
products
Wenge Hong Kong
United Technology
Development
(Shanghai) Co., Ltd.
࢝
(ɪऎ)ʮ̡/H1118/H1118/H1118/H1118
(6) PRC/Chinese
Mainland/
15 November 2023
RMB100 – 100 Research and
development
(“R&D”)
Beijing Zhongke
Wenge Technology
Media Co., Ltd.
Ҧෂ
ʮ̡ /H1118/H1118/H1118/H1118/H1118/H1118
(6) PRC/Chinese
Mainland/
18 March 2025
RMB10,500 100 – Sale of software
products
Zhejiang Xinhua
Mobile Media Co.,
Ltd. एϪอശ୅ਗෂ
ʮ̡ /H1118/H1118/H1118
(3), (4) PRC/Chinese
Mainland/
29 June 2012
RMB32,681 – 51 Provision of AI
services
Hangzhou Xinyi
Trading Co., Ltd.
ʮ
̡ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(4) PRC/Chinese
Mainland/
27 October 2020
RMB1,000 – 51 Sale of software
products
Xinhua all media
(Beijing)
Information
Technology Research
Institute Co., Ltd.
อശΌద(̏ԯ)ࢹڦ
ʮ
̡ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(4) PRC/Chinese
Mainland/
16 March 2021
RMB1,000 – 51 Research and
development
(“R&D”), and sale
of software
products
Shenzhen Zhisuan
Julang Technology
Co., Ltd. ଉέ౽ၑ̶
ʮ̡ /H1118/H1118/H1118
(6) PRC/Chinese
Mainland/
4 November 2025
RMB5,000 – 100 Research and
development
(“R&D”), and sale
of software
products
Guoke Julang (Beijing)
Technology Co., Ltd.
̶ඎ(̏ԯ)Ҧ
ʮ̡ /H1118/H1118/H1118/H1118/H1118/H1118/H1118
(6) PRC/Chinese
Mainland/
10 November 2025
RMB1,000 – 100 Research and
development
(“R&D”), and sale
of software
products
APPENDIX I ACCOUNTANTS’ REPORT
– I-17 –


--- page 324 ---
Name Notes
Place and date of
incorporation/
registration and
operations
Nominal value of
issued ordinary/
registered share
capital
Percentage of
equity
attributable to
the Company
Principal activitiesDirect Indirect
(’000) % %
Guoke Zhiyi (Beijing)
Technology Co., Ltd.
౽ᔼ(̏ԯ)Ҧ
ʮ̡ /H1118/H1118/H1118/H1118/H1118/H1118/H1118
(6) PRC/Chinese
Mainland/
9 September 2025
RMB1,000 – 100 Research and
development
(“R&D”), and sale
of software
products
Wenge Wenyi (Beijing)
Technology Center
(Limited
Partnership) ၲဂၲ
ᔼ(̏ԯ)Ҧʕː(Ϟ
Υྫ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(6) PRC/Chinese
Mainland/
17 September 2025
RMB1,000 – 100 Investment Holding
Wenge Decai (Beijing)
Technology Center
(Limited
Partnership) ၲဂᅃ
ʑ(̏ԯ)Ҧʕː(Ϟ
Υྫ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(6) PRC/Chinese
Mainland/
28 August 2025
RMB3,000 10 90 Investment Holding
Guoke Panshi (Beijing)
Technology Co., Ltd.
ᇂͩ(̏ԯ)Ҧ
ʮ̡ /H1118/H1118/H1118/H1118/H1118/H1118/H1118
(6) PRC/Chinese
Mainland/
10 November 2025
RMB1,000 100 – Research and
development
(“R&D”), and sale
of software
products
Guoke Zhixue
(Beijing) Technology
Co., Ltd.౽ኪ
(̏ԯ)ʮ̡ /H1118
(6) PRC/Chinese
Mainland/
10 November 2025
RMB1,000 100 – Research and
development
(“R&D”), and sale
of software
products
The English names of all group companies registered in the PRC represent the best efforts made by the
management of the Company to translate the Chinese names of these companies as they do not have official English
names.
Notes:
(1) The statutory financial statements for the year ended 31 December 2023 prepared in accordance with China
Accounting Standards for Business Enterprises and regulations have been audited by Shenzhen Chengwei
Certified Public Accountants (General Partnership) (ה(౷ஷΥྫ)), which is a certified
public accounting firm registered in the PRC.
(2) The statutory financial statements for the year ended 31 December 2024 prepared in accordance with China
Accounting Standards for Business Enterprises and regulations have been audited by Beijing Dongshen
Certified Public Accountants (Special General Partnership) (ה(౷ஷΥྫ)), which is
a certified public accounting firm registered in the PRC.
(3) The statutory financial statements for the year ended 31 December 2023 prepared in accordance with China
Accounting Standards for Business Enterprises and regulations have been audited by Hangzhou Juchen
Certified Public Accountants (General Partnership) (ה(౷ஷΥྫ)), which is a certified
public accounting firm registered in the PRC.
(4) The statutory financial statements for the year ended 31 December 2024 prepared in accordance with China
Accounting Standards for Business Enterprises and regulations have been audited by Hangzhou Huayong
Certified Public Accountants Co., Ltd. (ʮ̡), which is a certified public
accounting firm registered in the PRC.
(5) The statutory financial statements for the year ended 31 December 2025 prepared in accordance with China
Accounting Standards for Business Enterprises and regulations have been audited by Beijing Y uecheng
Certified Public Accountants (General Partnership) (౷ஷΥྫ), which is a
certified public accounting firm registered in the PRC.
(6) No audited financial statements have been prepared for these entities since their dates of incorporation.
APPENDIX I ACCOUNTANTS’ REPORT
– I-18 –


--- page 325 ---
2.1 BASIS OF PREPARATION
For ordinary shares issued to pre-IPO investors, pursuant to the supplemental agreements entered into between
the Company and the pre-IPO Investors in relation to the termination of redemption rights granted by the Company,
which are void ab initio as described in note 31 to this report, having taking into account the legal and regulatory
framework of the Company’s jurisdiction and the governing law of the supplementary agreements, the directors
considered that it is appropriate to present the pre-IPO Investments as equity throughout the Relevant Periods. For
the details of financial impacts, see note 31 of this report.
The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards issued
by the International Accounting Standards Board (the “IASB”), which comprise all standards and interpretations
approved by IASB.
All IFRS Accounting Standards effective for the accounting period commencing from 1 January 2025, together
with the relevant transitional provisions, have been early adopted by the Group in the preparation of the Historical
Financial Information throughout the Relevant Periods. They have been prepared under the historical cost
convention, except for structured deposits, unlisted equity investments and listed equity investments which have been
measured at fair value. These financial statements are presented in Renminbi (“RMB”) and all values are rounded to
the nearest thousand except when otherwise indicated.
Basis of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries
(collectively referred to as the “Group”) for the Relevant Periods. A subsidiary is an entity (including a structured
entity), directly or indirectly, controlled by the Company. Control is achieved when the Group is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to affect those returns through
its power over the investee (i.e., existing rights that give the Group the current ability to direct the relevant activities
of the investee).
Generally, there is a presumption that a majority of voting rights results in control. When the Company has
less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee, including:
(a) the contractual arrangement with the other vote holders of the investee;
(b) rights arising from other contractual arrangements; and
(c) the Group’s voting rights and potential voting rights.
The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using
consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains
control, and continue to be consolidated until the date that such control ceases.
Profit or loss and each component of other comprehensive income are attributed to the owners of the parent
of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit
balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions
between members of the Group are eliminated in full on consolidation.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control described above. A change in the ownership interest of a
subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets, liabilities, any non-controlling
interest and the exchange fluctuation reserve; and recognises the fair value of any investment retained and any
resulting surplus or deficit in profit or loss. The Group’s share of components previously recognised in other
comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis as would
be required if the Group had directly disposed of the related assets or liabilities.
2.2 ISSUED BUT NOT YET EFFECTIVE INTERNATIONAL FINANCIAL REPORTING STANDARDS
The Group has not applied the following new and amended IFRS Accounting Standards, that have been issued
but are not yet effective, in the Historical Financial Information. The Group intends to apply these new and amended
IFRS Accounting Standards, if applicable, when they become effective.
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 326 ---
IFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial Statements 2
IFRS 19 and its amendments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability: Disclosures 2
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Amendments to the Classification and Measurement of
Financial Instruments 1
Contracts Referencing Nature-dependent Electricity 1
Amendments to IFRS 10 and IAS 28 /H1118/H1118/H1118/H1118/H1118/H1118Sale or Contribution of Assets between an Investor and
its Associate or Joint V enture 3
Amendments to IAS 21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Translation to a Hyperinflationary Presentation
Currency 2
Annual Improvements to IFRS Accounting
Standards — V olume 11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and
IAS 7 1
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
The application of IFRS 18 will have no impact on the consolidated statements of financial position of the
Group, but will have impact on the presentation of the consolidated statements of profit or loss and other
comprehensive income. Except for IFRS 18, the directors of the Company anticipate that the application of these new
and amended IFRS Accounting Standards will have no material impact on the Group’s financial performance and
financial position in the foreseeable future.
2.3 MATERIAL ACCOUNTING POLICIES
Business combinations
Business combinations 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 to the former owners of the acquiree and the equity interests issued
by the Group in exchange for control of the acquiree. For each business combination. the Group elects whether to
measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s
identifiable net assets. All other components of non-controlling interests are measured at fair value. Acquisition-
related costs are expensed as incurred.
The Group determines that it has acquired a business when the acquired set of activities and assets includes
an input and a substantive process that together significantly contribute to the ability to create outputs.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts of the
acquiree.
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.
Fair value measurement
The Group measures its structured deposits, unlisted equity investments and listed equity investments at the
end of each reporting period. Fair value is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal
market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset
or liability. The principal or the most advantageous market must be accessible by the Group. The fair value of an asset
or a liability is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
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All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant
to the fair value measurement as a whole:
Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – based on valuation techniques for which the lowest level input that is significant to the fair
value measurement is observable, either directly or indirectly
Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group
determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on
the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is required (other
than inventories and deferred tax assets), the asset’s recoverable amount is estimated. An asset’s recoverable amount
is the higher of the asset’s or cash-generating unit’s value in use and its fair value less costs of disposal, and is
determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of
those from other assets or groups of assets, in which case the recoverable amount is determined for the
cash-generating unit to which the asset belongs.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. An
impairment loss is charged to the statement of profit or loss in the period in which it arises in those expense categories
consistent with the function of the impaired asset.
An assessment is made at the end of each reporting period as to whether there is an indication that previously
recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable
amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed only if there
has been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher
than the carrying amount that would have been determined (net of any depreciation/amortisation) had no impairment
loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited to the statement
of profit or loss in the period in which it arises unless the asset is carried at a revalued amount, in which case the
reversal of the impairment loss is accounted for in accordance with the relevant accounting policy for that revalued
asset.
Related parties
A party is considered to be related to the Group if:
(a) the party is a person or a close member of that person’s family and that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or of a parent of the Group;
or
(b) the party is an entity where any of the following conditions applies:
(i) the entity and the Group are members of the same group;
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(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow
subsidiary of the other entity);
(iii) the entity and the Group are joint ventures of the same third party;
(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or
an entity related to the Group; and the sponsoring employers of the post-employment benefit plan;
(vi) the entity is controlled or jointly controlled by a person identified in (a);
(vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity); and
(viii) the entity, or any member of a group of which it is a part, provides key management personnel
services to the Group or to the parent of the Group.
Property, plant and equipment and depreciation
Property, plant and equipment, other than construction in progress, are stated at cost less accumulated
depreciation and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase
price and any directly attributable costs of bringing the asset to its working condition and location for its intended
use.
Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs
and maintenance, is normally charged to the statement of profit or loss in the period in which it is incurred. In
situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the
carrying amount of the asset as a replacement. Where significant parts of property, plant and equipment are required
to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and
depreciates them accordingly.
Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and
equipment to its residual value over its estimated useful life. The principal annual rates used for this purpose are as
follows:
Leasehold improvements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Over the shorter of the lease terms and 33.33%
Electronic devices /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831.67%
Office equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819.00%
V ehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823.75%
Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is
allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives
and the depreciation method are reviewed, and adjusted if appropriate, at least at each financial year end.
An item of property, plant and equipment including any significant part initially recognised is derecognised
upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal
or retirement recognised in the statement of profit or loss in the year the asset is derecognised is the difference
between the net sales proceeds and the carrying amount of the relevant asset.
Intangible assets (other than goodwill)
Intangible assets acquired separately are measured on initial recognition at cost. The useful lives of intangible
assets are assessed to be either finite or indefinite. Intangible assets with finite lives are subsequently amortised over
the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may
be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are
reviewed at least at each financial year end.
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Software
Purchased software is stated at cost less any impairment losses and is amortised on the straight-line basis over
its estimated useful lives of 3 to 10 years, which is mainly determined by reference to the licensed period of the
purchased software.
Software copyright
Purchased software copyright are stated at cost less any impairment losses and is amortised on the straight-line
basis over its estimated useful life of 10 years, which is mainly determined by reference to the period during which
such asset is expected to bring economic benefits to the Group.
Research and development costs
All research costs are charged to the statement of profit or loss as incurred.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases
and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.
(a) Right-of-use assets
Right-of-use assets are recognised at the commencement date of the lease (that is the date the underlying
asset is available for use). Right-of-use assets are measured at cost, less accumulated depreciation and any
impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets
includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at
or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a
straight-line basis over the shorter of the lease terms and the estimated useful lives of the assets as follows:
Plant and properties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.5 to 5 years
Electronic devices /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 years
If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects
the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
(b) Lease liabilities
Lease liabilities are recognised at the commencement date of the lease at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including in-substance
fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate,
and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise
price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for
termination of a lease, if the lease term reflects the Group exercising the option to terminate the lease. The
variable lease payments that do not depend on an index or a rate are recognised as an expense in the period
in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the
lease commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced
for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in lease payments (e.g., a change to future lease payments
resulting from a change in an index or rate) or a change in assessment of an option to purchase the underlying
asset.
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(c) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of plant and
properties and electronic devices (that is those leases that have a lease term of 12 months or less from the
commencement date and do not contain a purchase option). It also applies the recognition exemption for leases
of low-value assets to leases of electronic devices and office equipment that are considered to be of low value.
Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a
straight-line basis over the lease term.
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value
through other comprehensive income, and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash
flow characteristics and the Group’s business model for managing them. With the exception of trade and bills
receivables and contract assets that do not contain a significant financing component or for which the Group has
applied the practical expedient of not adjusting the effect of a significant financing component, the Group initially
measures a financial asset at its fair value plus in the case of a financial asset not at fair value through profit or loss,
transaction costs. Trade and bills receivables and contract assets that do not contain a significant financing component
or for which the Group has applied the practical expedient are measured at the transaction price determined under
IFRS 15 in accordance with the policies set out for “Revenue recognition” below.
In order for a financial asset to be classified and measured at amortised cost or fair value through other
comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”)
on the principal amount outstanding. Financial assets with cash flows that are not SPPI are classified and measured
at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order
to generate cash flows. The business model determines whether cash flows will result from collecting contractual
cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held
within a business model with the objective to hold financial assets in order to collect contractual cash flows, while
financial assets classified and measured at fair value through other comprehensive income are held within a business
model with the objective of both holding to collect contractual cash flows and selling. Financial assets which are not
held within the aforementioned business models are classified and measured at fair value through profit or loss.
Purchases or sales of financial assets that require delivery of assets within the period generally established by
regulation or convention in the marketplace are recognised on the trade date, that is, the date that the Group commits
to purchase or sell the asset.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest method and are
subject to impairment. Gains and losses are recognised in the statement of profit or loss when the asset is
derecognised, modified or impaired.
Financial assets at fair value through other comprehensive income (debt instruments)
For debt investments at fair value through other comprehensive income, interest income, foreign exchange
revaluation and impairment losses or reversals are recognised in the statement of profit or loss and computed in the
same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in
other comprehensive income. Upon derecognition, the cumulative fair value change recognised in other
comprehensive income is recycled to the statement of profit or loss.
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Financial assets designated at fair value through other comprehensive income (equity investments)
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity
investments designated at fair value through other comprehensive income when they meet the definition of equity
under IAS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on
an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to the statement of profit or loss. Dividends are
recognised as other income in the statement of profit or loss when the right of payment has been established, except
when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case,
such gains are recorded in other comprehensive income. Equity investments designated at fair value through other
comprehensive income are not subject to impairment assessment.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value
with net changes in fair value recognised in the statement of profit or loss.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)
is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
 the rights to receive cash flows from the asset have expired; or
 the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a “pass-through”
arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset,
or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of ownership of the asset. When
it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of
the asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement.
In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are
measured on a basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower
of the original carrying amount of the asset and the maximum amount of consideration that the Group could be
required to repay.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair
value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance
with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the
original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or
other credit enhancements that are integral to the contractual terms.
General approach
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase
in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are
possible within the next 12 months (a 12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over
the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
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At each reporting date, the Group assesses whether the credit risk on a financial instrument has increased
significantly since initial recognition. When making the assessment, the Group compares the risk of a default
occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial
instrument as at the date of initial recognition and considers reasonable and supportable information that is available
without undue cost or effort, including historical and forward-looking information. The Group considers that there
has been a significant increase in credit risk when contractual payments are more than 90 days past due.
The Group considers a financial asset in default when contractual payments are 180 days past due. However,
in certain cases, the Group may also consider a financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account
any credit enhancements held by the Group.
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash
flows.
Debt investments at fair value through other comprehensive income and financial assets at amortised cost are
subject to impairment under the general approach and they are classified within the following stages for measurement
of ECLs except for trade and bills receivables and contract assets which apply the simplified approach as detailed
below.
Stage 1 – Financial instruments for which credit risk has not increased significantly since initial
recognition and for which the loss allowance is measured at an amount equal to 12-month
ECLs
Stage 2 – Financial instruments for which credit risk has increased significantly since initial
recognition but that are not credit-impaired financial assets and for which the loss
allowance is measured at an amount equal to lifetime ECLs
Stage 3 – Financial assets that are credit-impaired at the reporting date (but that are not purchased
or originated credit-impaired) and for which the loss allowance is measured at an amount
equal to lifetime ECLs
Simplified approach
For trade and bills receivables and contract assets that do not contain a significant financing component or
when the Group applies the practical expedient of not adjusting the effect of a significant financing component, the
Group applies the simplified approach in calculating ECLs. Under the simplified approach, the Group does not track
changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The
Group has divided trade and bills receivables and contract assets into two collectives for assessment. For the ageing
collective basis, the Group has established a provision matrix that is based on its historical credit loss experience.
For the industry collective basis, the expected loss rates are based on the historical payment profiles, historical credit
loss rates by industry and data published by external credit rating institution. The two collectives are also adjusted
for forward-looking factors specific to the debtors and the economic environment.
For trade and bills receivables and contract assets that contain a significant financing component and lease
receivables, the Group chooses as its accounting policy to adopt the simplified approach in calculating ECLs with
policies as described above.
Classification as equity and financial liabilities
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the
substance of the contractual arrangements and the definitions of financial liability and equity instrument.
A financial liability is any liability that is (a) a contractual obligation (i) to deliver cash or another financial
asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions
that are potentially unfavourable to the entity; or (b) a contract that will or may be settled in the entity’s own equity
instruments and is: (i) a non derivative for which the entity is or may be obliged to deliver a variable number of the
entity’s own equity instruments; or (ii) a derivative that will or may be settled other than by the exchange of a fixed
amount of cash or another financial asset for a fixed number of the entity’s own equity instruments.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting
all of its liabilities.
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Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as payables, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of payables, net of directly
attributable transaction costs.
The Group’s financial liabilities include trade and bills payables, other payables and accruals and lease
liabilities.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at amortised cost (trade and other payables)
After initial recognition, financial liabilities are subsequently measured at amortised cost, using the effective
interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains
and losses are recognised in the statement of profit or loss when the liabilities are derecognised as well as through
the effective interest rate amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance
costs in the statement of profit or loss.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or
expires.
When an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as
a derecognition of the original liability and a recognition of a new liability, and the difference between the respective
carrying amounts is recognised in the statement of profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial
position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to
settle on a net basis, or to realise the assets and settle the liabilities simultaneously.
Inventories
Inventories are stated at the lower of cost and net realisable value. Inventories are initially carried at cost. Cost
of inventories comprises all costs of purchase and other costs. Net realisable value is based on estimated selling prices
less any estimated costs to be incurred to completion and disposal.
The Group also recognises the inventories from the costs incurred to fulfil a contract only if those costs meet
all of the following criteria:
 the costs relate directly to a contract or to an anticipated contract that the entity can specifically identify;
 the costs generate or enhance resources of the entity that will be used in satisfying (or in continuing to
satisfy) performance obligations in the future; and
 the costs are expected to be recovered.
The costs to fulfil a contract recognised shall be amortised to profit or loss on a systematic basis that is
consistent with the transfer to the customer of the services to which the asset relates.
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The Group recognises an impairment loss in profit or loss to the extent that the carrying amount of costs to
fulfil a contract recognised exceeds:
 the remaining amount of consideration that the entity expects to receive in exchange for the services to
which the asset relates; less
 the costs that relate directly to providing those services and that have not been recognised as expenses.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash on hand and at banks, and short-
term highly liquid deposits with a maturity of generally within three months that are readily convertible into known
amounts of cash, subject to an insignificant risk of changes in value and held for the purpose of meeting short-term
cash commitments.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand
and at banks, and short-term deposits as defined above, less bank overdrafts which are repayable on demand and form
an integral part of the Group’s cash management.
Provisions
A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event
and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable
estimate can be made of the amount of the obligation.
When the effect of discounting is material, the amount recognised for a provision is the present value at the
end of the reporting period of the future expenditures expected to be required to settle the obligation. The increase
in the discounted present value amount arising from the passage of time is included in finance costs in the statement
of profit or loss.
The Group provides for warranties in relation to the sale of certain software products for general repairs of
defects occurring during the warranty period. Provisions for these assurance-type warranties granted by the Group
are initially recognised based on sales volume and past experience of the level of repairs.
Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss
is recognised outside profit or loss, either in other comprehensive income or directly in equity.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of
the reporting period, taking into consideration interpretations and practices prevailing in the countries in which the
Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting
period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
 when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in
a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible
temporary differences; and
 in respect of taxable temporary differences associated with investments in subsidiaries and an associate,
when the timing of the reversal of the temporary differences can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable future.
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Deferred tax assets are recognised for all deductible temporary differences, and the carryforward of unused tax
credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences, and the carryforward of unused tax credits and
unused tax losses can be utilised, except:
 when the deferred tax asset relating to the deductible temporary differences arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise
to equal taxable and deductible temporary differences; and
 in respect of deductible temporary differences associated with investments in subsidiaries and an
associate, deferred tax assets are only recognised to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be available against which the
temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred
tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are
recognised to the extent that it has become probable that sufficient taxable profit will be available to allow all or part
of the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted by the end of the reporting period.
Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right
to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which
intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities
simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected
to be settled or recovered.
Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant will be
received and all attaching conditions will be complied with. When the grant relates to an expense item, it is
recognised as income on a systematic basis over the periods that the costs, for which it is intended to compensate,
are expensed.
Where the grant relates to an asset, the fair value is credited to a deferred income account and is released to
the statement of profit or loss over the expected useful life of the relevant asset by equal annual instalments.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of goods or services is transferred to the
customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those
goods or services.
When the consideration in a contract includes a variable amount, the amount of consideration is estimated to
which the Group will be entitled in exchange for transferring the goods or services to the customer. The variable
consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue
reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the
variable consideration is subsequently resolved.
There are no significant variable consideration and financing component for the Group’s revenue from
contracts with customers.
APPENDIX I ACCOUNTANTS’ REPORT
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(a) Sale of AI services
The Group develops AI platforms including basic operating system platform, industry application
platform and so on.
A portion of the revenue from AI services is recognised at the point in time upon the completion of the
project and satisfactory acceptance by the counterparty as per contractual agreements such software can deliver
stand-alone functionality. Once a customer has completed the testing of the functionalities of the software as
acceptance procedures, the customer can derive substantial benefit from the software on its own. Contract costs
include contract fulfilment costs. Costs incurred for the provision of customised services, solution and other
software products are recognised as contract fulfilment costs, which is recognised as the cost of sales when
recognising revenue. If the carrying amount of the contract costs is higher than the remaining consideration
expected to be obtained by rendering of the service net of the estimated cost to be incurred, the Group makes
provision for impairment on the excess portion and recognises it as asset impairment losses.
Another portion of the revenue from AI services is recognised over the scheduled period on a
straight-line basis because the Group grants customers the right to use the standard AI platform for a certain
period of time and the customer simultaneously receives and consumes the benefits provided by the Group.
(b) Provision of operation and maintenance services
The Group provides operation and maintenance services for certain sold software products. Revenue
from operation and maintenance services is recognised over the scheduled period on a straight-line basis
because the customer simultaneously receives and consumes the benefits provided by the Group.
Other income
Interest income is recognised on an accrual basis using the effective interest method by applying the rate that
exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter
period, when appropriate, to the net carrying amount of the financial asset.
Contract assets
If the Group performs by transferring goods or services to a customer before being unconditionally entitled to
the consideration under the contract terms, a contract asset is recognised for the earned consideration that is
conditional. Contract assets are subject to impairment assessment, details of which are included in the accounting
policies for impairment of financial assets. They are reclassified to trade receivables when the right to the
consideration becomes unconditional.
Contract liabilities
A contract liability is recognised when a payment is received or a payment is due (whichever is earlier) from
a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue
when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer).
Contract costs
Other than the costs which are capitalised as inventories, property, plant and equipment and intangible assets,
costs incurred to fulfil a contract with a customer are capitalised as an asset if all of the following criteria are met:
(a) The costs relate directly to a contract or to an anticipated contract that the entity can specifically
identify.
(b) The costs generate or enhance resources of the entity that will be used in satisfying (or in continuing
to satisfy) performance obligations in the future.
(c) The costs are expected to be recovered.
The capitalised contract costs are amortised and charged to the statement of profit or loss on a systematic basis
that is consistent with the transfer to the customer of the goods or services to which the asset relates. Other contract
costs are expensed as incurred.
APPENDIX I ACCOUNTANTS’ REPORT
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Share-based payments
Several employee incentive schemes are operated for the purpose of providing incentives and rewards to
eligible participants who contribute to the success of the Group’s operations. Employees (including directors) of the
Group receive remuneration in the form of share-based payments, whereby employees render services in exchange
for equity instruments (“equity-settled transactions”). The cost of equity-settled transactions with employees is
measured by reference to the fair value at the date at which they are granted. The fair value is determined based on
a recent transaction price, further details of which are given in note 31 to the Historical Financial Information.
The cost of equity-settled transactions is recognised in employee benefit expense, together with a
corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled.
The cumulative expense recognised for equity-settled transactions at the end of each reporting period until the vesting
date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity
instruments that will ultimately vest. The charge or credit to the statement of profit or loss for a period represents
the movement in the cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date
fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate
of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the
grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are
considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead
to an immediate expensing of an award unless there are also service and/or performance conditions.
For awards that do not ultimately vest because non-market performance and/or service conditions have not
been met, no expense is recognised. Where awards include a market or non-vesting condition, the transactions are
treated as vesting irrespective of whether the market or non-vesting condition is satisfied, provided that all other
performance and/or service conditions are satisfied.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the
terms had not been modified, if the original terms of the award are met. In addition, an expense is recognised for any
modification that increases the total fair value of the share-based payments, or is otherwise beneficial to the employee
as measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it had vested
on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. This includes
any award where non-vesting conditions within the control of either the Group or the employee are not met. However,
if a new award is substituted for the cancelled award, and is designated as a replacement award on the date that it
is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described
in the previous paragraph.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of
earnings per share.
Other employee benefits
Pension schemes
The Group operates a defined contribution Mandatory Provident Fund retirement benefit scheme (the “MPF
Scheme”) under the Mandatory Provident Fund Schemes Ordinance for certain of its employees. Contributions are
made based on a percentage of the employees’ basic salaries and are charged to the statement of profit or loss as they
become payable in accordance with the rules of the MPF Scheme. The assets of the MPF Scheme are held separately
from those of the Group in an independently administered fund. The Group’s employer contributions vest fully with
the employees when contributed into the MPF Scheme.
The employees of the Group’s subsidiaries which operate in Chinese Mainland are required to participate in
a central pension scheme operated by the local municipal government. These subsidiaries are required to contribute
a certain percentage of their payroll costs to the central pension scheme. The contributions are charged to the
statement of profit or loss as they become payable in accordance with the rules of the central pension scheme.
Termination benefits
Termination benefits are recognised at the earlier of when the Group can no longer withdraw the offer of those
benefits and when the Group recognises restructuring costs involving the payment of termination benefits.
APPENDIX I ACCOUNTANTS’ REPORT
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Dividends
Final dividends are recognised as a liability when they are approved by the shareholders in a general meeting.
Foreign currencies
The Historical Financial Information is presented in RMB, which is the Company’s functional currency. Each
entity in the Group determines its own functional currency and items included in the financial statements of each
entity are measured using that functional currency. Foreign currency transactions recorded by the entities in the
Group are initially recorded using their respective functional currency rates prevailing at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rates of
exchange ruling at the end of the reporting period. Differences arising on settlement or translation of monetary items
are recognised in the statement of profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency
are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on
translation of a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss
on change in fair value of the item (i.e., translation difference on the item whose fair value gain or loss is recognised
in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss,
respectively).
In determining the exchange rate on initial recognition of the related asset, expense or income on the
derecognition of a non-monetary asset or non-monetary liability relating to an advance consideration, the date of
initial transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability
arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines
the transaction date for each payment or receipt of the advance consideration.
The functional currencies of certain overseas subsidiaries are currencies other than the RMB. As at the end of
the reporting period, the assets and liabilities of these entities are translated into RMB at the exchange rates
prevailing at the end of the reporting period and their statements of profit or loss are translated into RMB at the
exchange rates that approximate to those prevailing at the dates of the transactions.
The resulting exchange differences are recognised in other comprehensive income and accumulated in the
exchange fluctuation reserve, except to the extent that the differences are attributable to non-controlling interests. On
disposal of a foreign operation, the cumulative amount in the reserve relating to that particular foreign operation is
recognised in the statement of profit or loss.
For the purpose of the consolidated statement of cash flows, the cash flows of overseas subsidiaries are
translated into RMB at the exchange rates ruling at the dates of the cash flows. Frequently recurring cash flows of
overseas subsidiaries which arise throughout the year are translated into RMB at the weighted average exchange rates
for the year.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group’s financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying
disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could
result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected
in the future.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements,
apart from those involving estimations, which have the most significant effect on the amounts recognised in the
financial statements:
APPENDIX I ACCOUNTANTS’ REPORT
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Significant judgement in determining the lease term of contracts with renewal options
The Group has several lease contracts that include extension and termination options. The Group applies
judgement in evaluating whether or not to exercise the option to renew or terminate the lease. That is, it considers
all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the
commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances
that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate the
lease (e.g., construction of significant leasehold improvements or significant customisation to the leased asset).
The Group includes the renewal period as part of the lease term for leases of buildings due to the significance
of these assets to its operations.
Principal or agent when recognising revenue
Determining whether revenue of the Group should be reported “gross” or “net” is based on a continuing
assessment of various factors. When determining whether the Group is acting as the principal or agent in offering
goods or services to the customer, the Group needs to first identify who controls the specified goods or services
before they are transferred to the customer. The Group is a principal and records revenue on a gross basis if the Group
obtains control of any one of the following: (i) a good or another asset from the other party who then transfers to
its customer; (ii) a right to a service to be performed by the other party, which gives the entity the ability to direct
that party to provide the service to the customer on the entity’s behalf; or (iii) a good or service from the other party
who then combines with other goods or services in providing the specified good or service to its customer. Otherwise,
the Group records revenue at the net amounts as commissions.
The Group concludes that it usually acts as a principal in integration business as (i) the Group procures
hardware from external sources, exerts control over customers’ use of different suppliers’ hardware and software, and
bears the inventory risk, as the costs are incurred regardless of sales; (ii) the Company assumes the primary
responsibility for transferring services to customers, acting as the first responsible party for project delivery and
subsequent maintenance; and (iii) the Group has the authority to independently determine the prices for services
transacted with suppliers, and both sales and procurement contracts are signed separately.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the
reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described below.
Share-based payments
The Group operates employee incentive schemes for the purpose of providing incentives to the Company’s
directors and the Group’s employees. The grant date fair value of the shares of the employee incentive schemes was
determined based on investors’ recent capital injection price. Further details are contained in note 31 to the Historical
Financial Information.
Provision for expected credit losses on trade receivables and bills receivables and contract assets
The Group uses a provision matrix to calculate ECLs for trade receivable and contract assets. Trade receivables
relating to customers with known financial difficulties or significant doubt on collection are assessed individually for
impairment allowance. The remaining trade receivables are grouped based on ageing of bills of various customer
segments with similar loss patterns and collectively assessed for impairment allowance.
The provision matrix is initially based on the Group’s historical observed default rates. The Group will
calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For instance, if
forecast economic conditions (i.e., gross domestic product) are expected to deteriorate over the next year which can
lead to an increased number of defaults in the manufacturing sector, the historical default rates are adjusted. At each
reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are
analysed.
The assessment of the correlation among historical observed default rates, forecast economic conditions and
ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and forecast economic
conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be
representative of a customer’s actual default in the future. The information about the ECLs on the Group’s trade and
bills receivables is disclosed in note 21 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
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Leases – Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in a lease, and therefore, it uses an incremental
borrowing rate (“IBR”) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay
to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value
to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group “would have
to pay”, which requires estimation when no observable rates are available such as for subsidiaries that do not enter
into financing transactions or when it needs to be adjusted to reflect the terms and conditions of the lease. The Group
estimates the IBR using observable inputs such as market interest rates when available and is required to make certain
entity-specific estimates.
Estimation of provision for warranty claims
The warranty period is generally within 1 year after the control of software products is transferred to the
customers. Management estimates the related provision for future warranty based on historical warranty information,
as well as recent trend that might suggest that past cost information may differ from future claims. The assumptions
made in respect of the Track Record Period are consistent with those in the prior years. Factors that could impact the
estimated claim information include the success of the Group’s the operation status of the software and the resulting
labour costs.
4. OPERATING SEGMENT INFORMATION
Management has determined the operating segment based on the information reviewed by the Group’s chief
operating decision maker, who is responsible for allocating resources and assessing performance of the operating
segment. The chief operating decision maker has been identified as the executive directors of the Company.
Management monitors the results of the Group’s operating segment separately for the purpose of making
decisions about resource allocation and performance assessment, focuses on the operating results of the Group as a
whole as the Group’s resources are integrated and no discrete operating segment information is available.
Accordingly, no further information about the operating segment is presented.
Geographical information
Revenue from external customers
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Chinese Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118247,862 313,192 398,767
Hong Kong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,831 4,577 6,549
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249,693 317,769 405,316
Almost all the non-current assets of the Group are physically located in the Chinese Mainland.
Information about major customers
External customers that have contributed over 10% of total revenue of the Group for the years ended 31
December 2023, 2024 and 2025 were as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Customer A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,776 63,257 77,583
Customer B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A* N/A* N/A*
Customer C /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A* N/A* N/A*
Customer D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,480 N/A* N/A*
* Less than 10% of the Group’s revenue.
APPENDIX I ACCOUNTANTS’ REPORT
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5. REVENUE, OTHER INCOME AND GAINS
An analysis of revenue is as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue from contracts with customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118249,693 317,769 405,316
Revenue from contracts with customers
(a) Disaggregated revenue information
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Types of goods or services
AI services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118238,510 303,450 386,828
Maintenance services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,183 14,319 18,488
Total revenue from contracts with customers /H1118/H1118/H1118 249,693 317,769 405,316
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Geographical markets
Chinese Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118247,862 313,192 398,767
Hong Kong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,831 4,577 6,549
Total revenue from contracts with customers /H1118/H1118/H1118 249,693 317,769 405,316
Timing of revenue recognition
Goods or services transferred at a point in time /H1118 206,247 262,983 310,182
Services transferred over time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843,446 54,786 95,134
Total revenue from contracts with customers /H1118/H1118/H1118 249,693 317,769 405,316
The following table shows the amounts of revenue recognised in the Relevant Periods that were included in
the contract liabilities at the beginning of the reporting period and recognised from performance obligations satisfied
in previous periods:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue recognised that was included in contract
liabilities at the beginning of the reporting
period: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,552 56,276 31,862
APPENDIX I ACCOUNTANTS’ REPORT
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(b) Performance obligations
Information about the Group’s performance obligations is summarised below:
Provision of AI services (recognised at the point in time)
The performance obligation is satisfied upon acceptance of software products or overall solution by the
customers. The timing of payment varies from contract to contract, usually within 30 days after receipt of
invoice.
Provision of AI services (recognised over the scheduled period on a straight-line basis)
The performance obligation is satisfied over the scheduled period on a straight-line basis and payment
is periodical according to the service schedule. The timing of payment varies from contract to contract, usually
within 15 days after the end of each stage agreed upon in the contract.
Provision of operation and maintenance services
The performance obligation is satisfied over the scheduled period on a straight-line basis and payment
is periodical according to the service schedule. The timing of payment varies from contract to contract, usually
within 10 days after receipt of invoice.
(c) Unsatisfied performance obligations
The following table shows unsatisfied performance obligations resulting from long-term contracts:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Amounts expected to be recognised as revenue: /H1118
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,361 53,294 86,549
After one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,873 30,948 15,784
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,234 84,242 102,333
Other contracts at the end of each reporting period had an original expected duration of one year or less and
thus the Group applied the expedient under IFRS 15 for not disclosing of unsatisfied performance obligations.
An analysis of other income and gains is as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Other income
Government grants and subsidies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,290 22,237 45,164
Investment income from structured deposits and
time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,361 6,301 2,623
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,684 1,481 447
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850 208 107
37,385 30,227 48,341
Gains
Gain on lease term termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 1,087 380
Gain on disposal of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 437
29 1,087 817
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,414 31,314 49,158
APPENDIX I ACCOUNTANTS’ REPORT
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6. LOSS BEFORE TAX
The Group’s loss before tax is arrived at after charging/(crediting):
Y ear ended 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Cost of goods sold or services provided* /H1118 81,964 81,093 109,573
Depreciation of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 9,596 11,866 11,982
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H111814 19,932 16,884 16,094
Amortisation of other intangible assets /H1118/H111816 1,158 1,243 2,148
Research and development costs* /H1118/H1118/H1118/H1118/H1118 46,625 38,172 85,168
Impairment losses on financial and
contract assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,593 7,852 6,918
Impairment losses recognised for
inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 2,617 2,697 650
Gain on lease term termination /H1118/H1118/H1118/H1118/H1118/H1118/H111814 (29) (1,087) (380)
Warranty provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,675 13,735 6,940
Fair value gains on financial assets at
fair value through profit or loss /H1118/H1118/H1118/H1118/H1118 (2,104) (68) –
Employee benefit expense (including
directors’, chief executive’s and
supervisors’ remuneration (note 8) ):
Wages and salaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118193,107 190,573 201,179
Pension scheme contributions and
social welfare /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,096 53,890 53,414
Share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 74,267 41,868 44,513
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 21,162
* The depreciation of property, plant and equipment, the depreciation of right-of-use assets and the
amortisation of other intangible assets related to manufacturing and research and development for the
Relevant Periods are included in “depreciation of property, plant and equipment”, “depreciation of
right-of-use assets” and “amortisation of other intangible assets”, respectively. The labour costs related
to manufacturing and research and development for the Relevant Periods are included in “employee
benefit expense”.
7. FINANCE COSTS
An analysis of finance costs is as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,500 933 730
Interest on put option liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,397
Interest on bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 570
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,500 933 2,697
For the details of pre-IPO investments, please refer to note 31 to this report.
APPENDIX I ACCOUNTANTS’ REPORT
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8. DIRECTORS’, CHIEF EXECUTIVE’S AND SUPERVISORS’ REMUNERATION
Directors’, chief executive’s and supervisors’ remuneration for the Relevant Periods, disclosed pursuant to the
Listing Rules, section 383(1)(a), (b), (c) and (f) of the Hong Kong Companies Ordinance and Part 2 of the Companies
(Disclosure of Information about Benefits of Directors) Regulation, is as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118255 300 300
Other emoluments:
Salaries, bonuses, allowances and benefits in
kind /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,189 5,128 4,280
Performance related bonuses* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118160 1,367 2,078
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,815 21,710 14,061
Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,062 1,827 1,568
38,226 30,032 21,987
38,481 30,332 22,287
* Certain executive directors of the Company are entitled to bonus payments which are determined by key
performance indicators.
During the Relevant Periods, certain directors were granted restricted shares and share options, in respect of
their services to the Group, under the Employee Incentive Scheme of the Company, further details of which are set
out in note 32 to the Historical Financial Information. The difference between the fair value of the shares granted and
the subscription price was recorded in the share-based payment reserve within equity with the corresponding
“share-based payment expenses” in profit or loss over the vesting period. The amount of the share-based payment
expenses during the Relevant Periods is included in the above directors’, chief executive’s and supervisors’
remuneration disclosures.
The remuneration of each director/supervisor of the Company paid/payable by the Group (including
emoluments for services as employees of the group entities prior to becoming the directors/supervisors of the
Company) for the Relevant Periods is set out as follows:
(a) Independent non-executive directors
The fees paid to independent non-executive directors during the Relevant Periods were as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Ms. Gu, Fenling (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885 100 100
Ms. Jiang, Xianling (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885 100 100
Mr. Xu, Huansheng (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885 100 100
255 300 300
(i) On 9 February 2023, Ms. Gu, Fenling, Ms. Jiang, Xianling and Mr. Xu, Huansheng were
appointed as independent non-executive directors of the Company.
There were no other emoluments payable to the independent non-executive directors during the
Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 345 ---
(b) Executive directors, a non-executive director, the chief executive and supervisors
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Share-based
payment
expenses
Pension
scheme
contributions
and social
welfare
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December
2023
Executive directors:
Mr. Wang, Lei (i) /H1118/H1118/H1118/H1118/H1118/H1118589 1 – 280 870
Mr. Luo, Yin (ii) /H1118/H1118/H1118/H1118/H1118/H1118662 1 – 241 904
Mr. Qu, Baoyu (ii) /H1118/H1118/H1118/H1118/H1118613 1 11,997 241 12,852
Mr. Cao, Jia (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118825 25 4,068 241 5,159
Mr. Wang, Botian (iii) /H1118/H1118/H1118 –––––
Ms. Zhao, Feifei (iii) /H1118/H1118/H1118 627 36 6,120 298 7,081
Mr. Shen, Liping (iv) /H1118/H1118/H1118 –––––
3,316 64 22,185 1,301 26,866
A non-executive director:
Mr. Zhou, Jun (vi) /H1118/H1118/H1118/H1118/H1118–––––
–––––
Supervisors:
Ms. Wang, Chaoying (v) /H1118 –––––
Ms. Zhang, Xina (vii) /H1118/H1118/H1118 682 48 6,120 241 7,091
Ms. Ren, Yiqin (vii) /H1118/H1118/H1118/H1118 –––––
Mr. Peng, Xin (viii) /H1118/H1118/H1118/H1118647 12 – 279 938
Mr. Jiang, Shuibing (ix) /H1118/H1118 544 36 2,510 241 3,331
1,873 96 8,630 761 11,360
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,189 160 30,815 2,062 38,226
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Share-based
payment
expenses
Pension
scheme
contributions
and social
welfare
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December
2024
Executive directors:
Mr. Wang, Lei (i) /H1118/H1118/H1118/H1118/H1118/H1118656 100 – 281 1,037
Mr. Luo, Yin (ii) /H1118/H1118/H1118/H1118/H1118/H1118722 365 – 253 1,340
Mr. Qu, Baoyu (ii) /H1118/H1118/H1118/H1118/H1118685 260 8,198 253 9,396
Mr. Cao, Jia (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118880 288 2,929 253 4,350
Ms. Zhao, Feifei (iii) /H1118/H1118/H1118 801 131 4,406 281 5,619
3,744 1,144 15,533 1,321 21,742
A non-executive director:
Mr. Zhou, Jun (vi) /H1118/H1118/H1118/H1118/H1118–––––
–––––
Supervisors:
Ms. Wang, Chaoying (v) /H1118 –––––
Ms. Zhang, Xina (vii) /H1118/H1118/H1118 867 200 4,406 253 5,726
Mr. Jiang, Shuibing (ix) /H1118/H1118 517 23 1,771 253 2,564
1,384 223 6,177 506 8,290
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,128 1,367 21,710 1,827 30,032
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 346 ---
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Share-based
payment
expenses
Pension
scheme
contributions
and social
welfare
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December
2025
Executive directors:
Mr. Wang, Lei (i) /H1118/H1118/H1118/H1118/H1118/H1118620 365 561 289 1,835
Mr. Luo, Yin (ii) /H1118/H1118/H1118/H1118/H1118/H1118689 500 374 260 1,823
Mr. Qu, Baoyu (ii) /H1118/H1118/H1118/H1118/H1118633 420 4,299 260 5,612
Mr. Cao, Jia (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118998 448 1,749 260 3,455
Ms. Zhao, Feifei (iii) /H1118/H1118/H1118 384 23 3,574 125 4,106
Ms. Zhang, Xina (vii) /H1118/H1118/H1118 437 122 1,313 147 2,019
3,761 1,878 11,870 1,341 18,850
A non-executive director:
Mr. Zhou, Jun (vi) /H1118/H1118/H1118/H1118/H1118–––––
–––––
Supervisors: (x)
Ms. Wang, Chaoying (v) /H1118 –––––
Ms. Zhang, Xina (vii) /H1118/H1118/H1118 337 94 1,411 114 1,956
Mr. Jiang, Shuibing (ix) /H1118/H1118 182 106 780 113 1,181
519 200 2,191 227 3,137
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,280 2,078 14,061 1,568 21,987
(i) On 20 March 2017, Mr. Wang, Lei. was appointed as the chief executive director and the
chairman of the board of directors of the Group.
(ii) On 20 March 2017, Mr. Luo, Yin and Mr. Cao Jia were appointed as executive directors of the
Group. Mr. Qu, Baoyu was appointed as an executive director of the Group on 16 March 2021.
(iii) On 16 March 2021, Ms. Zhao Feifei, Mr. Lin, Jialiang and Mr. Wang, Botian were appointed as
executive directors of the Group. Mr. Lin, Jialiang resigned on 17 February 2022. Mr. Wang,
Botian resigned on 9 February 2023. Ms. Zhao Feifei resigned on 9 June 2025.
(iv) On 17 February 2022, Mr. Shen, Liping was appointed as an executive director of the Group. Mr.
Shen, Liping resigned on 9 February 2023.
(v) On 20 March 2017, Ms. Wang, Chaoying was appointed as an executive director of the Group and
resigned on 9 February 2023. On 9 February 2023, Ms. Wang, Chaoying was appointed as a
supervisor of the Group and resigned on 9 June 2025, who no longer held any position in the
Group.
(vi) On 7 September 2020, Mr. Zhou, Jun was appointed as a non-executive director of the Group.
(vii) On 20 March 2017, Ms. Zhang Xina and Ms. Ren, Yiqin were appointed as supervisors of the
Group. Ms. Ren, Yiqin resigned on 9 February 2023. Ms. Zhang Xina resigned as a supervisor and
was appointed as an executive director of the Group on 9 June 2025.
(viii) On 21 March 2018, Mr. Peng Xin was appointed as a supervisor of the Group and resigned on
9 February 2023.
(ix) On 9 February 2023, Mr. Jiang Shuibing was appointed as a supervisor of the Group and resigned
on 9 June 2025.
(x) Supervisory board of the Group was abolished on 9 June 2025.
There was no arrangement under which a director, a non-executive director, the chief executive or a
supervisor waived or agreed to waive any remuneration during the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 347 ---
9. FIVE HIGHEST PAID EMPLOYEES
The five highest paid employees during the years ended 31 December 2023, 2024 and 2025 included 4, 4 and
3 directors and supervisors, respectively, details of whose remuneration are set out in note 8 above. Details of the
remaining 1, 1 and 2 highest paid employees who are neither directors and supervisors nor chief executive of the
Group are as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, allowances and benefits in kind /H1118/H1118/H1118/H1118/H1118/H1118634 695 2,434
Performance related bonuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 298 1,137
Equity-settled share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,776 2,719 3,654
Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118241 253 520
4,663 3,965 7,745
The number of non-director, non-supervisor and non-chief executive highest paid employees whose
remuneration fell within the following bands is as follows:
Y ear ended 31 December
2023 2024 2025
Nil to HK$1,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
HK$1,000,001 to HK$2,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
HK$2,000,001 to HK$3,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
HK$3,000,001 to HK$4,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––1
HK$4,000,001 to HK$5,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–11
HK$5,000,001 to HK$6,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181––
112
10. INCOME TAX
The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions
in which members of the Group are domiciled and operate.
Chinese Mainland
The subsidiaries incorporated in Chinese Mainland are subject to tax at the statutory rate of 25% on the taxable
profits determined in accordance with the PRC Corporate Income Tax Law which became effective on 1 January
2008, except for those subject to tax preferential policy as set out below:
Beijing Zhongke WengeAI Science and Technology Co., Ltd., Shenzhen Zhongke Wenge Technology Co., Ltd.
and Zhejiang Xinhua Mobile Media Co., Ltd. were granted with the qualification of High and New Technology
Enterprises (“HNTE”). Accordingly, the subsidiaries were entitled to a preferential corporate income tax rate of 15%
during the Relevant Periods.
Certain subsidiaries of the Group have applied the Small-Scaled Minimal Profit Corporate Income Tax
Preferential Policy announced by the PRC’s State Administration of Taxation. Pursuant to the policy, during the
period from 1 January 2019 to 31 December 2021, the portion of annual taxable income amount of a Small-Scaled
Minimal Profit Corporate which does not exceed RMB1,000,000 shall be computed at a reduced rate of 25% as
taxable income amount, and shall be levied at a reduced tax rate of 20%; the portion of annual taxable income amount
which exceeds RMB1,000,000 but does not exceed RMB3,000,000 shall be computed at a reduced rate of 50% as
taxable income amount, and shall be levied at a reduced tax rate of 20%. Pursuant to the policy announced by the
PRC’s State Administration of Taxation, during the period from 1 January 2023 to 31 December 2025, the portion
of annual taxable income amount of a Small-Scaled Minimal Profit Corporate which exceeds RMB1,000,000 but does
not exceed RMB3,000,000 shall be computed at a reduced rate of 25% as taxable income amount, and shall be levied
at a reduced tax rate of 20%.
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 348 ---
Hong Kong
The subsidiary incorporated in Hong Kong is subject to Hong Kong profits tax at the rate of 8.25% for taxable
income not exceeding HKD2,000,000, and 16.5% for taxable income exceeding HKD2,000,000 on any estimated
assessable profits arising in Hong Kong during the Relevant Periods. No provision for Hong Kong profits tax has
been made as the Group had no assessable profits derived from or earned in Hong Kong during the Relevant Periods.
Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the jurisdictions
in which the Group operates.
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Deferred tax (note 18) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(198) (207) (1,307)
Total tax credit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(198) (207) (1,307)
A reconciliation of the tax credit applicable to loss before tax at the statutory rates for the jurisdictions in
which the Company and the majority of its subsidiaries are domiciled to the tax expense at the effective tax rates,
and a reconciliation of the applicable rates (i.e., the statutory tax rates) to the effective tax rate, are as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(259,984) (157,302) (167,570)
Tax at the statutory tax rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(64,996) (39,325) (41,893)
Effect of preferential tax rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,983 20,761 16,197
Expenses not deductible for tax (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,737 7,143 7,559
Super deduction on research and development
expenses (b) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(18,041) (16,404) (20,919)
Deductible temporary differences not recognised /H1118 820 1,571 954
Tax losses not recognised and tax losses utilised
from previous periods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,299 26,047 36,795
Tax credit at the Group’s effective tax rate /H1118/H1118/H1118/H1118 (198) (207) (1,307)
(a) Expenses not deductible for tax mainly include the tax effect of share-based payments and
non-deductible business entertainment expenses.
(b) Super deductible allowance was for qualified research and development costs. According to the relevant
laws and regulations promulgated by the State Taxation Administration of the PRC, the aforementioned
deduction rate increased to 200% since 1 October 2022.
11. DIVIDENDS
No dividends were paid or declared by the Company during the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 349 ---
12. LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
The calculation of the basic loss per share amounts is based on the loss for the year attributable to ordinary
equity holders of the parent, and the weighted average number of ordinary shares of 150,000,000, 150,581,000, and
157,486,000 during the years ended 31 December 2023, 2024 and 2025 in issue, as adjusted to reflect the share issue
during the Relevant Periods.
Y ear ended 31 December
2023 2024 2025
Loss
Loss attributable to ordinary equity holders of
the parent (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(259,023) (156,852) (174,305)
Shares
Weighted average number (’000) of ordinary
shares in issue during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,000 150,581 157,486
Loss per share
Basic and diluted (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1.73) (1.04) (1.11)
No adjustment has been made to the basic loss per share amounts presented for the years ended 31 December
2025 in respect of a dilution as the impact of the share options outstanding had an anti-dilutive effect on the basic
loss per share amounts presented.
The Group had no potentially dilutive ordinary shares in issue during the years ended 31 December 2023 and
2024.
For the details of pre-IPO investments, please refer to note 31 to this report.
13. PROPERTY, PLANT AND EQUIPMENT
The Group
Leasehold
improvements
Electronic
devices
Office
equipment Vehicles Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,828 20,126 2,440 380 29,774
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,999) (11,829) (1,228) (233) (18,289)
Net carrying amount /H1118/H1118/H1118 1,829 8,297 1,212 147 11,485
At 1 January 2023,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,829 8,297 1,212 147 11,485
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,078 22,108 301 903 25,390
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (110) (123) – (233)
Depreciation provided
during the year /H1118/H1118/H1118/H1118/H1118(1,432) (7,442) (471) (251) (9,596)
At 31 December 2023,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,475 22,853 919 799 27,046
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,906 40,250 2,355 1,283 52,794
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,431) (17,397) (1,436) (484) (25,748)
Net carrying amount /H1118/H1118/H1118 2,475 22,853 919 799 27,046
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 350 ---
Leasehold
improvements
Electronic
devices
Office
equipment Vehicles Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,906 40,250 2,355 1,283 52,794
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,431) (17,397) (1,436) (484) (25,748)
Net carrying amount /H1118/H1118/H1118 2,475 22,853 919 799 27,046
At 1 January 2024,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,475 22,853 919 799 27,046
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,803 27 – 6,830
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (35) (139) – (174)
Depreciation provided
during the year /H1118/H1118/H1118/H1118/H1118(1,541) (9,763) (310) (252) (11,866)
At 31 December 2024,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118934 19,858 497 547 21,836
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,906 46,935 1,874 1,283 58,998
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,972) (27,077) (1,377) (736) (37,162)
Net carrying amount /H1118/H1118/H1118 934 19,858 497 547 21,836
Leasehold
improvements
Electronic
devices
Office
equipment Vehicles Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,906 46,935 1,874 1,283 58,998
Accumulated depreciation /H1118 (7,972) (27,077) (1,377) (736) (37,162)
Net carrying amount /H1118/H1118/H1118/H1118934 19,858 497 547 21,836
At 1 January 2025,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118934 19,858 497 547 21,836
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,458 1,450 379 301 3,588
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1) (1) – (2)
Acquisition of a
subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118747 465 119 381 1,712
Disposal of a subsidiary /H1118/H1118 – (56) (2) – (58)
Depreciation provided
during the year /H1118/H1118/H1118/H1118/H1118/H1118(973) (10,408) (283) (318) (11,982)
At 31 December 2025,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,166 11,308 709 911 15,094
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,840 49,619 3,409 2,689 67,557
Accumulated depreciation /H1118 (9,674) (38,311) (2,700) (1,778) (52,463)
Net carrying amount /H1118/H1118/H1118/H11182,166 11,308 709 911 15,094
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 351 ---
The Company
Leasehold
improvements
Electronic
devices
Office
equipment Vehicles Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,470 15,754 1,375 – 21,599
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,672) (8,510) (583) – (11,765)
Net carrying amount /H1118/H1118/H1118 1,798 7,244 792 – 9,834
At 1 January 2023,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,798 7,244 792 – 9,834
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,256 21,307 199 903 23,665
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (9) (6) – (15)
Depreciation provided
during the year /H1118/H1118/H1118/H1118/H1118(1,327) (6,886) (262) (161) (8,636)
At 31 December 2023,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,727 21,656 723 742 24,848
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,726 36,877 1,560 903 45,066
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,999) (15,221) (837) (161) (20,218)
Net carrying amount /H1118/H1118/H1118 1,727 21,656 723 742 24,848
Leasehold
improvements
Electronic
devices
Office
equipment Vehicles Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,726 36,877 1,560 903 45,066
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,999) (15,221) (837) (161) (20,218)
Net carrying amount /H1118/H1118/H1118 1,727 21,656 723 742 24,848
At 1 January 2024,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,727 21,656 723 742 24,848
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,620 24 – 6,644
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (11) (91) – (102)
Depreciation provided
during the year /H1118/H1118/H1118/H1118/H1118(1,180) (9,241) (239) (215) (10,875)
At 31 December 2024,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118547 19,024 417 527 20,515
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,726 43,486 1,470 903 51,585
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,179) (24,462) (1,053) (376) (31,070)
Net carrying amount /H1118/H1118/H1118 547 19,024 417 527 20,515
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 352 ---
Leasehold
improvements
Electronic
devices
Office
equipment Vehicles Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,726 43,486 1,470 903 51,585
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,179) (24,462) (1,053) (376) (31,070)
Net carrying amount /H1118/H1118/H1118 547 19,024 417 527 20,515
At 1 January 2025,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118547 19,024 417 527 20,515
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118436 1,354 7 301 2,098
Depreciation provided
during the year /H1118/H1118/H1118/H1118/H1118(460) (9,955) (184) (268) (10,867)
At 31 December 2025,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118523 10,423 240 560 11,746
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,162 44,840 1,477 1,204 53,683
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,639) (34,417) (1,237) (644) (41,937)
Net carrying amount /H1118/H1118/H1118 523 10,423 240 560 11,746
14. LEASES
The Group as a lessee
The Group has lease contracts for various items of plant and properties and electronic devices used in its
operations. Leases of plant and properties and electronic devices generally have lease terms between 1.5 and 5 years.
Other equipment generally has lease terms of 12 months or less or is individually of low value. Generally, the Group
is restricted from assigning and subleasing the leased assets outside the Group.
(a) Right-of-use assets
The carrying amounts of the Group’s right-of-use assets and the movements during the Relevant Periods
are as follows:
The Group
Plant and
properties Electronic devices Total
RMB’000 RMB’000 RMB’000
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,696 8,115 29,811
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,256 – 31,256
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(17,227) (2,705) (19,932)
Decrease arising from lease term
termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,490) – (2,490)
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,235 5,410 38,645
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,964 – 15,964
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,179) (2,705) (16,884)
Decrease arising from lease term
termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(22,519) – (22,519)
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 353 ---
Plant and
properties Electronic devices Total
RMB’000 RMB’000 RMB’000
As at 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,501 2,705 15,206
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,360 – 24,360
Additions as a result of acquisition of
a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118939 – 939
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,389) (2,705) (16,094)
Decrease arising from lease term
termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,786) – (6,786)
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,625 – 17,625
The Company
Plant and
properties Electronic devices Total
RMB’000 RMB’000 RMB’000
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,373 8,115 22,488
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,878 – 18,878
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,915) (2,705) (14,620)
Decrease arising from lease term
termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(736) – (736)
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,600 5,410 26,010
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,898 – 11,898
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10,319) (2,705) (13,024)
Decrease arising from lease term
termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,547) – (14,547)
As at 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,632 2,705 10,337
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,723 – 15,723
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,558) (2,705) (11,263)
Decrease arising from lease term
termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,286) – (4,286)
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,511 – 10,511
(b) Lease liabilities
The carrying amount of lease liabilities (not included under interest-bearing bank and other borrowings)
and the movements during the Relevant Periods are as follows:
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,366 35,816 14,364
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,256 15,964 24,360
Additions as a result of acquisition of a
subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 939
Accretion of interest recognised during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,500 933 730
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 354 ---
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Decrease arising from lease term
termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,519) (23,606) (7,166)
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(19,787) (14,743) (14,745)
Carrying amount at
31 December /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,816 14,364 18,482
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,643 11,320 11,616
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,173 3,044 6,866
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,669 22,551 8,241
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,878 11,898 15,723
Accretion of interest recognised during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118971 568 341
Decrease arising from lease term
termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(796) (14,593) (4,408)
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,171) (12,183) (9,737)
Carrying amount at 31 December /H1118/H1118/H1118/H1118/H1118/H111822,551 8,241 10,160
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,229 7,075 6,868
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,322 1,166 3,292
The maturity analysis of lease liabilities is disclosed in note 42.
(c) The amounts recognised in profit or loss in relation to leases are as follows:
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,500 933 730
Depreciation charge of right-of-use assets /H1118 19,932 16,884 16,094
Expenses relating to short-term leases and
low-value assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118946 1,614 1,676
Gain on lease term termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(29) (1,087) (380)
Total amount recognised in profit or loss /H1118/H1118 22,349 18,344 18,120
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 355 ---
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118971 568 341
Depreciation charge of right-of-use assets /H1118 14,620 13,024 11,263
Expenses relating to short-term leases and
low-value assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118611 1,373 1,240
Gain on lease term termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(60) (490) (122)
Total amount recognised in profit or loss /H1118/H1118 16,142 14,475 12,722
15. GOODWILL
RMB’000
At 31 December 2025
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,834
Accumulated impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,834
Impairment testing of goodwill
During the Relevant Periods, Goodwill acquired through business combinations was allocated to the following
cash-generating unit for impairment testing:
 Xinhua Mobile AI services CGU
The recoverable amount of the Xinhua Mobile AI Services cash-generating unit has been determined based on
a value-in-use calculation using cash flow projections based on financial budgets covering a seven-year period
approved by management. The carrying amounts of Goodwill allocated to the Xinhua Mobile AI Services
cash-generating unit as of 31 December 2025 were RMB50,834,000.
Assumptions were used in the value in use calculation of the Xinhua Mobile AI services cash-generating unit
at the end of each of the Relevant Periods. The following are the key assumptions on which management has based
its cash flow projections to undertake impairment testing of goodwill:
As at 31 December
2025
RMB’000
Pre-tax discount rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.8%
Budgeted revenue — Amounts of the budgeted sales are based on the historical data and management’s
expectation of the future market.
Budgeted gross margins — The basis used to determine the value assigned to the budgeted gross margins is
based on average gross margins achieved in the year immediately before the budget year, increased for expected
efficiency improvements, and expected market development.
Discount rate — The discount rate used is before tax and reflects specific risks relating to the relevant unit.
The values assigned to the key assumptions on the annual revenue growth rates and discount rate are consistent
with external information sources.
APPENDIX I ACCOUNTANTS’ REPORT
– I-49 –


--- page 356 ---
The management of the Group believes that any reasonably possible change in the key assumptions used in
the value-in-use calculation would not cause the carrying amount to exceed the recoverable amount of the
cash-generating unit. The headroom was RMB163,591,000 as at 31 December 2025. If the pre-tax discount rate
increased or decreased by 2.0% from 15.8%, the recoverable amount of Xinhua Mobile AI services CGU would
decrease by RMB39,213,000 or increase by RMB52,991,000, respectively and there is also no impairment loss for
the reasonably possible change in the key assumptions of the cash flow projections, during the year ended 31
December 2025.
16. OTHER INTANGIBLE ASSETS
The Group
Software Software copyright Total
RMB’000 RMB’000 RMB’000
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,529 8,000 9,529
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(304) (4,333) (4,637)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,225 3,667 4,892
31 December 2023
Cost at 1 January 2023, net of accumulated
amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,225 3,667 4,892
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118248 – 248
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118(358) (800) (1,158)
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,115 2,867 3,982
At 31 December 2023 and at 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,777 8,000 9,777
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(662) (5,133) (5,795)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,115 2,867 3,982
31 December 2024
Cost at 1 January 2024, net of accumulated
amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,115 2,867 3,982
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,892 – 2,892
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118(443) (800) (1,243)
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,564 2,067 5,631
At 31 December 2024 and at 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,669 8,000 12,669
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,105) (5,933) (7,038)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,564 2,067 5,631
At 31 December 2025
Cost at 1 January 2025, net of accumulated
amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,564 2,067 5,631
Acquisition of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854 5,991 6,045
Disposal of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68) – (68)
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118(610) (1,538) (2,148)
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,940 6,520 9,460
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,654 13,991 18,645
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,714) (7,471) (9,185)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,940 6,520 9,460
APPENDIX I ACCOUNTANTS’ REPORT
– I-50 –


--- page 357 ---
The Company
Software Software copyright Total
RMB’000 RMB’000 RMB’000
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,304 8,000 9,304
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(263) (4,333) (4,596)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,041 3,667 4,708
31 December 2023
Cost at 1 January 2023, net of accumulated
amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,041 3,667 4,708
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118248 – 248
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118(313) (800) (1,113)
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118976 2,867 3,843
At 31 December 2023 and at 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,552 8,000 9,552
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(576) (5,133) (5,709)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118976 2,867 3,843
31 December 2024
Cost at 1 January 2024, net of accumulated
amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118976 2,867 3,843
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,892 – 2,892
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118(398) (800) (1,198)
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,470 2,067 5,537
At 31 December 2024 and at 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,444 8,000 12,444
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(974) (5,933) (6,907)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,470 2,067 5,537
31 December 2025
Cost at 1 January 2025, net of accumulated
amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,470 2,067 5,537
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118(562) (800) (1,362)
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,908 1,267 4,175
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,444 8,000 12,444
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,536) (6,733) (8,269)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,908 1,267 4,175
17. INVESTMENTS IN SUBSIDIARIES
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Investments, at cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,931 97,339 100,132
Impairment losses on investment in subsidiaries /H1118 (20,716) (32,068) (20,460)
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865,215 65,271 79,672
APPENDIX I ACCOUNTANTS’ REPORT
– I-51 –


--- page 358 ---
The impairment losses on those subsidiaries are as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Nanjing Zhongke Wenge Technology Co., Ltd.
(a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,716 20,460 20,460
Guoke Zhi’an (Beijing) Technology Co., Ltd.
(a, b) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 11,608 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,716 32,068 20,460
(a) Due to the business adjustment of the subsidiaries, Nanjing Zhongke Wenge Technology Co., Ltd.and
Guoke Zhi’an (Beijing) Technology Co., Ltd. have ceased their core business activities since December
2021 and December 2024. The management concluded that there was an indication for impairment and
perform impairment assessments on investment in the subsidiaries.
(b) Guoke Zhi’an (Beijing) Technology Co., Ltd. has been disposed on 28 July 2025.
The Company’s outstanding balances with the subsidiaries are disclosed in note 39.
18. DEFERRED TAX
The Group
The movements in deferred tax assets and liabilities during the Relevant Periods are as follows:
Deferred tax assets
Tax losses Lease liabilities Total
RMB’000 RMB’000 RMB’000
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,236 3,236
Deferred tax credited to profit or loss during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,178 1,178
Gross deferred tax assets at 31 December 2023 /H1118/H1118 – 4,414 4,414
Deferred tax charged to profit or loss during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (2,814) (2,814)
Gross deferred tax assets at 31 December 2024 /H1118/H1118 – 1,600 1,600
Deferred tax credited to profit or loss during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118963 1,367 2,330
Gross deferred tax assets at 31 December 2025 /H1118 963 2,967 3,930
Deferred tax liabilities
Fair value
adjustment on
acquisition of
subsidiary Right-of-use assets Total
RMB’000 RMB’000 RMB’000
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,959 3,959
Deferred tax charged to profit or loss during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 980 980
APPENDIX I ACCOUNTANTS’ REPORT
– I-52 –


--- page 359 ---
Fair value
adjustment on
acquisition of
subsidiary Right-of-use assets Total
RMB’000 RMB’000 RMB’000
Gross deferred tax liabilities at 31 December
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,939 4,939
Deferred tax credited to profit or loss during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (3,022) (3,022)
Gross deferred tax liabilities at 31 December
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,917 1,917
Acquisition of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,020 – 1,020
Deferred tax (credited)/charged to profit or loss
during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(128) 1,151 1,023
Gross deferred tax liabilities at 31 December
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118892 3,068 3,960
For presentation purposes, certain deferred tax assets and liabilities have been offset in the statement of
financial position. The following is an analysis of the deferred tax balances of the Group for financial reporting
purposes:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net deferred tax liabilities recognised in the
consolidated statement of financial position /H1118/H1118/H1118 (525) (317) (30)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(525) (317) (30)
Deferred tax assets have not been recognised in respect of the following items:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Tax losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118539,733 667,175 991,662
Deductible temporary differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,697 23,547 22,425
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118552,430 690,722 1,014,087
The Group has tax losses arising in Chinese Mainland of RMB538,944,000 and RMB662,202,000 and
RMB976,478,000 as at 31 December 2023, 2024 and 2025, respectively, that will expire in one to ten years for
offsetting against future taxable profits, and tax losses arising in Hong Kong of RMB789,000, RMB4,973,000 and
RMB15,183,000 as at 31 December 2023, 2024 and 2025, respectively, that will not expire for offsetting against
future taxable profits. Deferred tax assets have not been recognised in respect of these losses as it is not considered
probable that taxable profits will be available against which the tax losses can be utilised.
The Company
The Company has tax losses arising in Chinese Mainland of RMB374,458,000 and RMB432,492,000 and
RMB650,142,000 as at 31 December 2023, 2024 and 2025, respectively, that will expire in one to ten years for
offsetting against future taxable profits. Deferred tax assets have not been recognised in respect of these losses are
not considered probable that taxable profits will be available against which the tax losses can be utilised.
APPENDIX I ACCOUNTANTS’ REPORT
– I-53 –


--- page 360 ---
19. EQUITY INVESTMENTS DESIGNATED AT FAIR V ALUE THROUGH OTHER COMPREHENSIVE
INCOME
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Equity investments designated at fair value
through other comprehensive income
Unlisted equity investments, at fair value – – 10,000
The above equity investments were irrevocably designated at fair value through other comprehensive income
as the Group considers these investments to be strategic in nature.
20. INVENTORIES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Costs to fulfil a contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,137 41,778 42,970
Purchased hardware and components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 13,764
Less: provision for impairment losses on
inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,668) (5,365) (1,125)
48,469 36,413 55,609
As at 31 December 2023, 2024 and 2025, inventories were stated at the lower of cost and net realisable value.
The movements in provision
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111877 2,668 5,365
Impairment losses recognised (note 6) /H1118/H1118/H1118/H1118/H1118/H1118/H11182,617 2,697 650
Amounts written off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(26) – (4,890)
Carrying amount at 31 December /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,668 5,365 1,125
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Costs to fulfil a contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,474 35,277 25,599
Purchased hardware and components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 13,764
Less: provision for impairment losses
on inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,668) (5,365) (1,125)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,806 29,912 38,238
APPENDIX I ACCOUNTANTS’ REPORT
– I-54 –


--- page 361 ---
As at 31 December 2023, 2024 and 2025, inventories were stated at the lower of cost and net realisable value.
The movements in provision
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847 2,668 5,365
Impairment losses recognised (note 6) /H1118/H1118/H1118/H1118/H1118/H1118/H11182,626 2,697 650
Amounts written off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5) – (4,890)
Carrying amount at 31 December /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,668 5,365 1,125
21. TRADE AND BILLS RECEIV ABLES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118129,455 180,789 264,460
Bank acceptance notes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 1 0––
129,965 180,789 264,460
Less: Impairment losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,341) (13,084) (16,140)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123,624 167,705 248,320
The Group’s trading terms with its customers are mainly on credit. Each customer has a maximum credit limit.
The Group seeks to maintain strict control over its outstanding receivables and has a credit control department to
minimise credit risk. The Group does not hold any collateral or other credit enhancements over its trade receivable
balances. Trade and bills receivables are non-interest-bearing.
An ageing analysis of the Group’s trade receivables, based on recognition date and net of loss allowance, as
at the end of each of the Relevant Periods is as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111896,755 116,273 200,899
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,440 34,901 12,516
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,625 13,749 23,673
3 to 4 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,553 1,592 10,445
Over 4 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118741 1,190 787
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123,114 167,705 248,320
The movements in the impairment losses on trade receivables, bank acceptance and bills receivable are as
follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,762 6,341 13,084
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,579 6,743 7,727
Acquisition of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 623
Disposal of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (189)
Amount written off as uncollectible (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (5,105)
At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,341 13,084 16,140
(a) Decrease in the loss allowance of RMB5,105,000 as a result of the write-off of certain trade receivables,
which came from deteriorating financial positions of these customers.
APPENDIX I ACCOUNTANTS’ REPORT
– I-55 –


--- page 362 ---
The Group’s bills receivable aged within six months were not past due. Bank acceptance bills receivable that
are measured at fair value through other comprehensive income are considered as having very low credit risk and the
loss allowance is assessed to be minimal.
The Group applies the simplified approach in calculating ECLs for trade receivables. Trade receivables relating
to customers not sharing similar credit risk with others are assessed individually for impairment allowance, for
instance, customers with known financial difficulties or significant doubt on collection. The remaining trade
receivables are divided into two groups assessed for impairment allowance.
Under the aging basis, an impairment analysis is performed at each reporting date using a provision matrix to
measure expected credit losses. The provision rates are based on past due information for grouping of customers that
have similar loss patterns. Under the industry basis, an impairment analysis is performed at each reporting date using
estimated loss rate to measure expected credit losses. The estimated loss rates are based on historical observable
default rates over expected life of the debts, study of each specific industry’s credit-rating from external agency and
default and recovery data of different credit-rating from external agency, and are adjusted for forward-looking
information (for example, forecasted economic growth rates in the PRC, which reflect the general economic
conditions of the industry in which the debtors operate) that is available without undue cost or effort.
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. Generally, trade receivables are written off when the management expects them to be
uncollectible.
Set out below is the information about the credit risk exposure on the Group’s trade receivables, commercial
acceptance bills receivables and contract assets using a provision matrix:
As at 31 December 2023
Ageing basis:
Within 1
year
1t o2
years
2t o3
years
3t o4
years
4t o5
years
Over 5
years Total
Expected credit loss rate /H1118/H1118/H11183.83% 12.31% 22.44% 46.31% 72.43% 100.00% 7.32%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,853 8,600 3,199 2,600 243 – 74,495
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,293 1,059 718 1,204 176 – 5,450
Industry basis: Government Media Technology Total
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.24% 1.90% 0.90% 1.62%
Gross carrying amount (RMB’000) /H1118 6,602 44,126 4,232 54,960
Expected credit losses (RMB’000) /H1118/H1118 16 837 38 891
As at 31 December 2024
Ageing basis:
Within 1
year
1t o2
years
2t o3
years
3t o4
years
4t o5
years
Over 5
years Total
Expected credit loss rate /H1118/H1118/H11185.32% 18.52% 29.78% 47.09% 73.89% 100.00% 12.07%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865,626 22,522 4,997 2,920 1,375 243 97,683
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,493 4,172 1,488 1,375 1,016 243 11,787
Industry basis: Government Media Technology Total
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.29% 2.03% 0.94% 1.56%
Gross carrying amount (RMB’000) /H1118 12,283 54,843 15,980 83,106
Expected credit losses (RMB’000) /H1118/H1118 36 1,111 150 1,297
APPENDIX I ACCOUNTANTS’ REPORT
– I-56 –


--- page 363 ---
As at 31 December 2025
Ageing basis:
Within
1 year
1t o2
years
2t o3
years
3t o4
years
4t o5
years
Over 5
years Total
Expected credit loss rate /H1118/H1118/H11184.49% 21.34% 29.54% 42.41% 82.14% 100.00% 9.91%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118119,036 4,729 15,848 3,223 1,092 1,062 144,990
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,350 1,009 4,682 1,367 897 1,062 14,367
Industry basis: Government Media Technology Total
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.29% 1.99% 0.93% 1.48%
Gross carrying amount (RMB’000) /H1118 3,818 65,120 50,532 119,470
Expected credit losses (RMB’000) /H1118/H1118 11 1,293 469 1,773
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104,240 138,105 204,236
Bank acceptance notes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 1 0––
104,750 138,105 204,236
Less: Impairment losses on trade receivables /H1118/H1118/H1118 (5,336) (10,536) (11,654)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899,414 127,569 192,582
An ageing analysis of the Company’s trade receivables, based on the past due information and net of loss
allowance, as at the end of each of the Relevant Periods is as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111873,988 84,886 153,974
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,344 27,154 6,786
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,331 12,973 21,247
3 to 4 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,500 1,392 9,791
Over 4 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118741 1,164 784
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111898,904 127,569 192,582
The movements in the loss allowance for impairment of trade receivables and bank acceptance bills receivable
are as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,575 5,336 10,536
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,761 5,200 5,138
Amount written off as uncollectible /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (4,020)
At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,336 10,536 11,654
APPENDIX I ACCOUNTANTS’ REPORT
– I-57 –


--- page 364 ---
Set out below is the information about the credit risk exposure on the Group’s trade receivables and
commercial acceptance bills receivable using a provision matrix:
As at 31 December 2023
Ageing basis:
Within 1
year
1t o2
years
2t o3
years
3t o4
years
4t o5
years
Over 5
years Total
Expected credit loss rate /H1118/H1118/H11183.83% 12.31% 22.45% 46.30% 72.43% 100.00% 8.16%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,982 7,350 2,820 2,501 243 – 54,896
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,610 905 633 1,158 176 – 4,482
Industry basis: Government Media Technology Total
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.24% 1.90% 0.90% 1.73%
Gross carrying amount (RMB’000) /H1118 2,474 42,638 4,232 49,344
Expected credit losses (RMB’000) /H1118/H1118 6 810 38 854
As at 31 December 2024
Ageing basis:
Within 1
year
1t o2
years
2t o3
years
3t o4
years
4t o5
years
Over 5
years Total
Expected credit loss rate /H1118/H1118/H11185.32% 18.53% 29.77% 47.09% 73.96% 100.00% 12.84%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,190 17,990 3,893 2,542 1,275 243 73,133
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,512 3,333 1,159 1,197 943 243 9,387
Industry basis: Government Media Technology Total
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.29% 2.03% 0.94% 1.77%
Gross carrying amount (RMB’000) /H1118 5,517 52,715 6,740 64,972
Expected credit losses (RMB’000) /H1118/H1118 16 1,070 63 1,149
As at 31 December 2025
Ageing basis:
Within 1
year
1t o2
years
2t o3
years
3t o4
years
4t o5
years
Over 5
years Total
Expected credit loss rate /H1118/H1118/H11184.14% 19.05% 29.53% 41.25% 82.21% 100.00% 10.15%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,315 2,808 12,770 2,046 1,079 764 99,782
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,322 535 3,771 844 887 764 10,123
Industry basis: Government Media Technology Total
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.29% 1.99% 0.93% 1.47%
Gross carrying amount (RMB’000) /H1118 1,370 53,987 49,097 104,454
Expected credit losses (RMB’000) /H1118/H1118 4 1,072 455 1,531
APPENDIX I ACCOUNTANTS’ REPORT
– I-58 –


--- page 365 ---
22. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current:
Prepayments to suppliers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,780 14,246 26,813
Other tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,443 7,023 9,648
Deposits and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,097 7,040 18,161
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,193
17,320 28,309 56,815
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(49) (106) (176)
17,271 28,203 56,639
Non-current:
Rent deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,890 2,616 3,083
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(62) (39) (43)
3,828 2,577 3,040
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,099 30,780 59,679
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current:
Prepayments to suppliers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,352 13,732 25,228
Other tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,412 6,593 8,345
Deposits and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,887 6,689 16,705
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,193
15,651 27,014 52,471
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(46) (100) (154)
15,605 26,914 52,317
Non-current:
Rent deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,516 1,772 1,433
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(40) (27) (20)
2,476 1,745 1,413
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,081 28,659 53,730
The Group performs impairment assessment under the ECL model on other receivables and deposits, which are
subject to impairment assessment under IFRS 9. The loss rate is adjusted to reflect the current conditions and
forecasts of future economic conditions, as appropriate.
Other receivables are unsecured, non-interest-bearing and have no fixed terms of repayment.
APPENDIX I ACCOUNTANTS’ REPORT
– I-59 –


--- page 366 ---
23. CONTRACT ASSETS
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Contract assets arising from:
Warranty deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,219 11,815 7,497
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(154) (1,232) (280)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,065 10,583 7,217
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Contract assets arising from:
Warranty deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,203 9,831 4,385
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(117) (1,172) (127)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,086 8,659 4,258
24. FINANCIAL ASSETS AT FAIR V ALUE THROUGH PROFIT OR LOSS
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Structured deposits, at fair value (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 70,068 –
Listed equity investments, at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 103 106
Other unlisted investments, at fair value /H1118/H1118/H1118/H1118/H1118/H1118– 750 26,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 70,921 26,106
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Structured deposits, at fair value (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 70,068 –
Other unlisted investments, at fair value /H1118/H1118/H1118/H1118/H1118/H1118– – 300
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 70,068 300
(a) The structured deposits were issued by banks in Chinese Mainland. They were mandatorily classified
as financial assets at fair value through profit or loss as their contractual cash flows are not solely
payments of principal and interest. The interest rates fluctuate within the range of 1.35% to 3.10%,
hooked onto the exchange rate or gold price.
APPENDIX I ACCOUNTANTS’ REPORT
– I-60 –


--- page 367 ---
25. CASH AND CASH EQUIV ALENTS, TIME DEPOSITS AND RESTRICTED CASH
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current:
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118524,408 445,027 324,621
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 10,845
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,618 5,317 26,201
527,026 450,344 361,667
Non-current:
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,191 10,519 –
537,217 460,863 361,667
As at 31 December 2023, 31 December 2024 and 31 December 2025, time deposit balances of the Group
amounted to RMB10,191,000 and RMB10,519,000 and RMB10,845,000, respectively with a term of three years and
earning interest at the time deposit rates.
As at 31 December 2023, 31 December 2024 and 31 December 2025, restricted cash represented letter of
guarantee amounting to RMB2,618,000 and RMB3,006,000 and RMB8,975,000, respectively. As at 31 December
2024 and 31 December 2025, restricted cash represented frozen funds amounting to RMB2,311,000 and
RMB17,226,000, respectively, for purchasing structured deposits and listed equity investments.
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and cash equivalents
Denominated in RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118523,116 442,726 314,166
Denominated in USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––5
Denominated in HKD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,292 2,301 10,450
524,408 445,027 324,621
Time deposits
Denominated in RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,191 10,519 10,845
Restricted cash
Denominated in RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,618 5,317 18,975
Denominated in HKD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 7,226
2,618 5,317 26,201
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118461,414 286,691 230,187
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,618 5,267 18,143
464,032 291,958 248,330
Denominated in RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118464,032 291,958 248,330
Cash at banks earns interest at floating rates based on daily bank deposit rates. The bank balances are deposited
with creditworthy banks with no recent history of default.
As at 31 December 2023, 2024 and 2025, the Group and the Company have assessed the credit risk of cash
and cash equivalents, time deposits and restricted cash to be minimal as they were placed in reputable financial
institutions.
APPENDIX I ACCOUNTANTS’ REPORT
– I-61 –


--- page 368 ---
26. TRADE AND BILLS PAYABLES
An ageing analysis of the trade and bills payables as at the end of the reporting period, based on the invoice
date, is as follows:
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,348 48,716 70,789
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,555 10,691 5,435
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,042 2,149 6,084
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,526 1,089 2,268
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,471 62,645 84,576
The trade payables are non-interest-bearing and are normally settled within 7 to 180 days upon receipt of the
V alue-Added Tax invoice.
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,942 37,843 68,745
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,051 10,465 5,129
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118850 2,133 5,921
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,465 838 2,002
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,308 51,279 81,797
27. OTHER PAYABLES AND ACCRUALS
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Payroll and welfare payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,160 34,429 43,890
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,479 14,617 20,599
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,800 4,060 2,320
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 6,268
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,521 11,919 8,496
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,960 65,025 81,573
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Payroll and welfare payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,340 20,789 28,156
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,552 13,101 16,163
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,481
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,320 10,634 5,006
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,212 44,524 51,806
Other payables are non-interest-bearing, unsecured and repayable on demand.
APPENDIX I ACCOUNTANTS’ REPORT
– I-62 –


--- page 369 ---
28. INTEREST-BEARING BANK AND OTHER BORROWINGS
The Group
As at 31 December 2025
Effective interest
rate Maturity RMB’000
(%)
Current
Bank loans – secured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.12-3.00 2026 21,535
Bank loans – unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.11-2.60 2026 7,382
28,917
Non-current
Bank loans – secured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.00 2027-2035 37,000
Bank loans – unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.60 2027 3,520
40,520
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869,437
The Company
As at 31 December 2025
Effective interest
rate Maturity RMB’000
(%)
Current
Bank loans – unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.11-2.60 2026 7,381
Non-current
Bank loans – unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.60 2027 3,520
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,901
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Analysed into:
Bank loans repayable: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 28,917
In the second year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 6,520
In the third to fifth years, inclusive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 11,000
Beyond five years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 23,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 69,437
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Analysed into:
Bank loans repayable:
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 7,381
In the second year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,520
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 10,901
APPENDIX I ACCOUNTANTS’ REPORT
– I-63 –


--- page 370 ---
Notes:
(a) The bank loans are guaranteed by the Company, the shareholders of Zhejiang Xinhua Mobile Media Co.,
Ltd., or third-party financing guarantee companies. Zhejiang Xinhua Mobile Media Co., Ltd. secured
guarantees from third-party financing guarantee companies by paying guarantee fees.
(b) The secured bank loan of RMB40,000,000.00, which would be repayable over 10 years in installments,
is subject to a covenant that requires once if goodwill arising from business combination is impaired,
the borrower shall repay portion of bank loan in advance.
29. CONTRACT LIABILITIES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,993 44,337 46,423
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,594 34,031 24,365
Contract liabilities represented advances received to deliver products and services.
The analysis of the revenue, which was included in the contract liabilities balance at the beginning of the
period, recognised during the Relevant Periods relates to carried-forward contract liabilities, refer to note 5.
30. PROVISION
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Warranties (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,866 3,693 4,439
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,866 3,693 4,439
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Warranties (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,480 2,920 2,860
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,480 2,920 2,860
(a) Warranties
Provision was made for estimated warranties in respect of the services provided which were still under
warranty at the end of each of the Relevant Periods. These claims are normally expected to be settled according
to the terms of sales contracts within 1 year.
APPENDIX I ACCOUNTANTS’ REPORT
– I-64 –


--- page 371 ---
31. SHARE CAPITAL
The Group and the Company
Shares
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Issued and fully paid:
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,000 156,429 158,267
A summary of movements in the Company’s share capital is as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,000 150,000 156,429
Capital contributions from shareholders /H1118/H1118/H1118/H1118/H1118/H1118– 6,429 1,838
At 31 December /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,000 156,429 158,267
Pursuant to the shareholders’ resolution dated 24 September 2021, shareholders of the Company agreed to
increase the registered capital from RMB68,249,251 to RMB72,360,652, which has been fully paid in 2022
(72,360,652 shares with a nominal value of RMB1.00 each).
Pursuant to the shareholders’ resolution dated 4 March 2022, shareholders of the Company agreed to increase
the registered capital from RMB72,360,652 to RMB77,049,622 (77,049,622 shares with a nominal value of RMB1.00
each).
Pursuant to the shareholders’ resolution dated 15 December 2022, shareholders of the Company agreed to
increase the registered capital from RMB77,049,622 to RMB150,000,000 and transferred capital reserve of
RMB64,984,230 to share capital in accordance with the proportion of each shareholder’s contribution (150,000,000
shares with a nominal value of RMB1.00 each).
Pursuant to the shareholders’ resolution dated 25 November 2024, shareholders of the Company agreed to
increase the registered capital from RMB150,000,000 to RMB156,429,000 (156,429,000 shares with a nominal value
of RMB1.00 each).
Pursuant to the shareholders’ resolution dated 22 April 2025, shareholders of the Company agreed to increase
the registered capital from RMB156,429,000 to RMB158,267,000 (158,267,000 shares with a nominal value of
RMB1.00 each).
The Company entered into respective shareholders’ agreements (collectively, the “Pre-IPO Investors
Agreements”) with various pre-IPO Investors (collectively, the “Pre-IPO Investors”) from 2018 to 2025 and issued
ordinary shares thereto with a total consideration of approximately RMB1,215.0 million (collectively, the “Pre-IPO
Investments”) with the respective par value being recorded as share capital and the remainder as reserves. Pursuant
to the Pre-IPO Investors Agreements, the Pre-IPO Investors were granted by the Company with redemption rights.
There was no exercise of redemption rights granted by the Company throughout the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-65 –


--- page 372 ---
On 18 June 2025, the Company and the Pre-IPO Investors subsequently entered into supplemental agreements,
agreeing that the redemption rights granted by the Company have been irrecoverably terminated and shall be void ab
initio . Taking into account the legal and regulatory framework of the Company’s jurisdiction and the governing law
of the supplemental agreements, the directors considered that it is appropriate to present the Pre-IPO Investments as
equity throughout the Relevant Periods. Had the redemption rights granted by the Company to the Pre-IPO Investors
been accounted for as financial liabilities measured at the present value of the redemption amount prior to entering
into the supplemental agreements:
(i) The redemption financial liabilities, total current liabilities, net current (liabilities)/assets and net
(liabilities)/assets would have been:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Redemption financial liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H11181,120,434 1,349,011 –
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,314,367 1,536,031 257,544
Net current (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(590,912) (771,862) 498,014
Net (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(524,918) (719,454) 504,096
(ii) The finance costs associated with the redemption financial liabilities, the net loss for the year, basic and
dilutive earning per share would have been:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial costs associated with the
redemption financial liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H111877,299 78,577 41,560
Net loss attributable to ordinary equity
holders of the parent (after taking into
account the finance costs associated with
the redemption financial liabilities) /H1118/H1118/H1118/H1118(336,322) (235,429) (215,865)
Basic earnings per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2.24) (1.56) (1.37)
Dilutive earnings per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2.24) (1.56) (1.37)
32. SHARE-BASED PAYMENTS
Expenses arising from equity-settled share-based payment transactions were as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Share Incentive Schemes (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,267 41,868 38,501
Pre-IPO Share Option Schemes (b) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 6,012
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,267 41,868 44,513
Share-based payment expenses relating to employees recognised for the Relevant Periods are as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,510 29,726 30,316
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,460 2,081 5,466
Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,549 8,750 6,742
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,748 1,311 1,989
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,267 41,868 44,513
APPENDIX I ACCOUNTANTS’ REPORT
– I-66 –


--- page 373 ---
(a) Share incentive plan
To provide incentives and rewards to eligible participants who contribute to the Group’s operation, the
controlling shareholder of the Company designed and established several employee shareholding platforms for the
Company to operate a series of employee incentive schemes (the “Share Incentive Schemes”). Eligible participants
of the Share Incentive Schemes, including members of senior management, mid-level managers and other employees
of the Group, were determined by the controlling shareholder and approved by the Company through board
resolutions. The controlling Shareholder of the Company has the right to determine the eligible participants and
vesting criteria. When the eligible participants resign, the controlling Shareholder is obliged to designate a person
to repurchase the shares at subscription prices and then reallocate these shares to other eligible participants.
Share incentive plan with service condition
For the 2018, 2020, 2023 and 2025 batches, 103,500 shares, 2,810,688 shares, 9,219,479 shares and 856,372
shares of the Company were granted to eligible participants through the employee shareholding platforms of the
Share Incentive Schemes at subscription prices of RMB0.00 per share, RMB0.00 per share, RMB4.30 per share and
RMB7.7 per share, respectively. The grant date fair values of the shares of the Share Incentive Schemes were
RMB43.50 per share, RMB21.48 per share, RMB21.70 per share and RMB25.60 per share, which were determined
based on investors’ recent capital injection prices. The difference between the fair value of the shares granted and
the subscription price was recorded in the share-based payment reserve within equity with the corresponding
“share-based payment expenses” in profit or loss.
The shares held by the employee shareholding platforms of the Share Incentive Schemes will be vested in
phases after meeting the assessment requirements and completing the corresponding service period. Therefore,
service conditions are included in assumptions about the number of equity instruments that are expected to vest. The
vesting period is agreed upon by the equity incentive agreement and the related expense is recognised over the vesting
period, which is from the date of grant to the date of completion of the service period.
Share incentive plan with no service condition
On 5 June 2025, 671,991 shares of the Company were granted to eligible participants through the employee
shareholding platforms of the Share Incentive Schemes at subscription prices of RMB18.61 per share. The grant date
fair value of the shares of the Share Incentive Schemes was RMB25.60 per share, which was determined based on
investors’ recent capital injection prices. These Share Incentive Schemes have no service condition and is an
immediately exercisable share-based payment.
Movements in the number of equity shares granted and the respective weighted average grant date fair values
were as follows:
As at 31 December
2023 2024 2025
Weighted
average
grant date
fair value
Number of
shares
Weighted
average
grant date
fair value
Number of
shares
Weighted
average
grant date
fair value
Number of
shares
RMB per
share
RMB per
share
RMB per
share
At 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812.17 1,504,397 20.97 9,949,463 21.64 6,188,245
Granted during the year /H1118/H1118/H111821.70 9,219,479 – – 25.60 1,528,363
Exercised during the year /H1118/H111812.17 (721,829) 19.50 (2,910,152) 22.37 (3,432,428)
Forfeited during the year /H1118/H1118/H111817.61 (52,584) 21.13 (851,066) 23.26 (25,000)
At 31 December /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820.97 9,949,463 21.64 6,188,245 22.47 4,259,180
(b) Pre-IPO Share Option Scheme
The Group adopted the Pre-IPO Share Option Scheme, the purpose of which is to recognise employees’
contribution to the Group. As at 10 June 2025, the Group granted options under the Pre-IPO Share Option Scheme
to 53 grantees, including directors, senior management of the Company and other employees of the Group, to
subscribe 1,927,290 shares.
APPENDIX I ACCOUNTANTS’ REPORT
– I-67 –


--- page 374 ---
The exercise price of all the options granted is RMB17.90 per ordinary share. The vesting commencement date
shall be the later of 1-4 years after the grant and the listing date of the public offering. The options may not be
exercised until they vest.
There are no cash settlement alternatives. The Group does not have a past practice of cash settlement for these
share options. The Group accounts for the Scheme as an equity-settled plan.
Share options do not confer rights on the holders to dividends or to vote at shareholders’ meetings.
The following share options were outstanding under the Pre-IPO Share Option Scheme during the period:
As at 31 December
2025
Weighted average
exercise price Number of options
RMB per share
At 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Granted during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817.90 1,927,290
At 31 December /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817.90 1,927,290
The fair value of the share options granted on 10 June 2025 was RMB21,429,000 (RMB11.12 each), of which
the Group recognised a share option expense of RMB6,012,000 during the period from 1 January 2025 to 31
December 2025 based on the Group’s best estimate of the number of equity instruments that will ultimately vest.
The fair value of share options granted was estimated as at the date of grant, using a Black-Scholes model,
taking into account the terms and conditions upon which the options were granted. The following table lists the inputs
to the model used:
Y ear ended
31 December 2025
Dividend yield (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.00%
Expected volatility (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846.69-48.52
Risk-free interest rate (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.41-1.49
Expected life of options (year) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181-4
Fair value (RMB per share) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825.60
The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which
may also not necessarily be the actual outcome. No other feature of the options granted was incorporated into the
measurement of fair value.
33. RESERVES
The Group
The amounts of the Group’s reserves and the movements therein for the Relevant Periods are presented in the
consolidated statements of changes in equity of the Historical Financial Information.
(i) Share premium and other reserve
The share premium and other reserve of the Group mainly represents the premium in issuing shares and
the premium in acquisition of non-controlling interest.
(ii) Statutory surplus reserve
In accordance with the Company Law of the PRC, certain subsidiaries of the Group which are domestic
enterprises are required to allocate 10% of their profit after tax, as determined in accordance with the relevant
PRC accounting standards, to their respective statutory surplus reserves until the reserves reach 50% of their
respective registered capital. Subject to certain restrictions set out in the Company Law of the PRC, part of
the statutory surplus reserve may be converted to share capital, provided that the remaining balance after the
capitalisation is not less than 25% of the registered capital.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 375 ---
(iii) Exchange fluctuation reserve
The exchange fluctuation reserve represents exchange differences arising from the translation of the
financial statements of foreign operations whose functional currencies are different from the Group’s
presentation currency.
(iv) Share-based payment reserve
The share-based payment reserve represents the equity-settled share awards as set out in note 32 to the
Historical Financial Information.
The Company
Share premium
and other reserve
Share-base
payment reserve
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2022 and
1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118924,751 11,207 (273,816) 662,142
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (212,030) (212,030)
Total comprehensive income
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (212,030) (212,030)
Capital contributions from
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,029 – – 8,029
Share-based payments /H1118/H1118/H1118/H1118/H1118 – 73,298 – 73,298
Transfer from the share-based
payment reserve upon
exercise /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,850 (8,850) – –
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118941,630 75,655 (485,846) 531,439
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (100,164) (100,164)
Total comprehensive income
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (100,164) (100,164)
Issue of new shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118143,571 – – 143,571
Transaction cost on issue of
new shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(660) – – (660)
Share-based payments /H1118/H1118/H1118/H1118/H1118 – 41,868 – 41,868
Transfer from the share-based
payment reserve upon
exercise /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,168 (47,168) – –
As at 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,131,709 70,355 (586,010) 616,054
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (123,312) (123,312)
Total comprehensive income
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (123,312) (123,312)
Issue of new shares /H1118/H1118/H1118/H1118/H1118/H1118/H111845,162 – – 45,162
Share-based payments /H1118/H1118/H1118/H1118/H1118 – 44,513 – 44,513
Transfer from the share-based
payment reserve upon
exercise /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,148 (56,148) – –
As at 31 December 2025 /H1118/H1118/H1118/H11181,233,019 58,720 (709,322) 582,417
APPENDIX I ACCOUNTANTS’ REPORT
– I-69 –


--- page 376 ---
34. PARTLY-OWNED SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS
Details of the Group’s subsidiaries that have material non-controlling interests are set out below:
2025
Percentage of equity interest held by non-controlling interests:
Zhejiang Xinhua Mobile Media Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849%
2025
RMB’000
Profit for the year allocated to non-controlling interests:
Zhejiang Xinhua Mobile Media Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,042
Accumulated balances of non-controlling interests at the reporting date:
Zhejiang Xinhua Mobile Media Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,227
The following tables illustrate the summarised financial information of the above subsidiaries. The amounts
disclosed are before any inter-company eliminations:
Zhejiang Xinhua
Mobile Media Co., Ltd.
RMB’000
For the period from 19 May 2025 (acquisition date) to 31 December 2025 /H1118/H1118/H1118/H1118/H1118
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,886
Total expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,680)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,412
Total comprehensive income for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,412
Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,511
Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,026
Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(52,695)
Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,053)
Net cash flows from operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,203
Net cash flows from investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826
Net cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,323
Net increase/(decrease) in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,552
35. BUSINESS COMBINATION
On 19 May 2025, the Group acquired a 51% equity interest in Zhejiang Xinhua Mobile Media Co., Ltd.
(“Xinhua Mobile”) through purchasing 10,131,000 shares of Xinhua Mobile at the cash consideration of
RMB31,001,000; and subscribing for the additional registered capital of Xinhua Mobile of RMB6,536,100 at the cash
consideration of RMB20,000,000, after which Xinhua Mobile’s registered capital will be increased from
RMB26,144,400 to RMB32,680,500. Xinhua Mobile engaged in AI service as well. The acquisition was made as part
of the Group’s strategy to expand its market share. The purchase consideration for the acquisition was in the form
of cash, with RMB51,001,000 being paid on 19 May 2025. After the injection, the Company held approximately 51%
of Xinhua Mobile’s equity, and the Company was able to exercise control over Xinhua Mobile on 19 May 2025 (the
“Acquisition Date”).
Pursuant to the terms of the agreement, the current acquisition includes an earn-out provision, which specifies
that: i) If XinHua Mobile meets certain performance conditions, such as achieving specified revenue and net profit
targets, during the period from 2025 to 2027, the Group shall be obliged to acquire the remaining 49% equity interest
in XinHua Mobile. The consideration for this acquisition shall be calculated based on the achievement of the
performance conditions. ii) In the event that the performance conditions are not met, as compensation, XinHua
Mobile shall transfer a certain number of additional shares to the Group and the Group will not need to acquire the
remaining 49% equity interest. The number of such additional shares shall be determined based on the valuation
derived from the performance conditions.
APPENDIX I ACCOUNTANTS’ REPORT
– I-70 –


--- page 377 ---
Regards the remaining 49% equity interest in Xinhua Mobile, the directors take a view that the Group does
not have a present ownership interest in the shares concerned. However, the Group is contractually obligated to
acquire the NCI when performance conditions are met. Consequently, the financial liability associated with the NCI
put option has been recognized at the present value of the amount payable upon exercise of the NCI put option.
The fair values of the identifiable assets and liabilities of Zhejiang Xinhua Mobile Media Co., Ltd. as at the
date of acquisition were as follows:
Notes
Fair value recognised
on acquisition
RMB’000
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 1,712
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118939
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 6,045
Prepayments, other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,059
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,931
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,220
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,364
Trade payables, other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(37,302)
Interest-bearing bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(17,500)
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(939)
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 (1,020)
Total identifiable net assets at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(19,491)
Capital injection by the Group /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,000
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(342)
Goodwill on acquisition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,834
Satisfied by cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,001
The fair values of the trade receivables and other receivables as at the date of acquisition amounted to
RMB4,220,000 and RMB1,725,000, respectively, which are equal to the gross contractual amounts RMB4,890,000
and RMB1,741,000 minutes expected uncollectible amount RMB670,000 and RMB18,000, respectively.
An analysis of the cash flows in respect of the acquisition of a subsidiary is as follows:
RMB’000
Cash consideration excluding capital injection by the Group /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(31,001)
Cash and bank balances acquired /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,931
Net outflow of cash and cash equivalents included in cash flows
from investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(27,070)
The expected synergies from combining operations of the Group and the Xinhua Mobile make up the goodwill
recognized.
Since the acquisition, Xinhua Mobile had contributed RMB55,020,000 to the Group’s revenue and a gain of
RMB15,593,000 to the consolidated profit for the year ended 31 December 2025.
Had the combination taken place at the beginning of the year, the consolidated revenue of the Group and the
consolidated loss of the Group for the year ended 31 December 2025 would have been RMB409,543,000 and
RMB174,881,000, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-71 –


--- page 378 ---
36. DISPOSAL OF A SUBSIDIARY
Notes 2025
RMB’000
Net assets disposed of:
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 58
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 68
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,994
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,494
Prepayments, other receivables, and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118545
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,400
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118755
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(468)
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,585)
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,698)
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(437)
Gain on disposal of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118437
Total consideration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Satisfied by:
Cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
An analysis of the net inflow of cash and cash equivalents in respect of the disposal of a subsidiary is as
follows:
2025
RMB’000
Cash consideration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Cash and bank balances disposed of /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,994)
Net inflow of cash and cash equivalents in respect of the disposal of a subsidiary /H1118/H1118 (2,994)
37. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
(a) Major non-cash transactions
During the years ended 31 December 2023, 2024 and 2025, the Group had non-cash additions to right-of-use
assets and lease liabilities of RMB31,256,000, RMB15,964,000 and RMB24,360,000, respectively, in respect of lease
arrangements for plant and equipment.
(b) Changes in liabilities arising from financing activities
Listing expenses
Interest-bearing
bank and other
borrowings Lease liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 25,366 25,366
Changes from financing cash flows /H1118 – – (19,787) (19,787)
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 31,256 31,256
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,500 1,500
Lease term termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (2,519) (2,519)
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 35,816 35,816
Changes from financing cash flows /H1118 – – (14,743) (14,743)
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 15,964 15,964
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 933 933
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 379 ---
Listing expenses
Interest-bearing
bank and other
borrowings Lease liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000
Lease term termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (23,606) (23,606)
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 14,364 14,364
Changes from financing cash flows /H1118 (2,193) 51,367 (14,745) 34,429
Increase arising from acquisition of
a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 17,500 939 18,439
Accrued expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,461 – – 8,461
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 24,360 24,360
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 570 730 1,300
Lease term termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (7,166) (7,166)
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,268 69,437 18,482 94,187
(c) Total cash outflow for leases
The total cash outflow for leases included in the statement of cash flows is as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118946 1,614 1,676
Within financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,787 14,743 14,745
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,733 16,357 16,421
38. COMMITMENTS
The Group had the following capital commitments at the end of each reporting period:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Contracted, but not provided for:
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118173 15 1,059
39. RELATED PARTY TRANSACTIONS
(a) Outstanding balances with related parties:
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade related:
Due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,377 16,491 24,063
Less: Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,804) (2,861) (70)
1,573 13,630 23,993
Due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,544 8,125 173,845
APPENDIX I ACCOUNTANTS’ REPORT
– I-73 –


--- page 380 ---
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-trade related:
Due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,339 273,104 430,184
Less: Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,601) (23,301) (1,248)
101,738 249,803 428,936
As at 31 December 2023, 2024 and 2025, all the remaining balances due to related parties were
non-interest-bearing, unsecured and repayable on demand.
As at 31 December 2023, 2024 and 2025, all the remaining balances due from related parties were
non-interest-bearing, unsecured and payable on demand.
(b) Compensation of key management personnel of the Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, bonuses, allowances and benefits in
kind /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,811 6,375 5,117
Performance related bonuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118173 1,795 2,588
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,556 25,424 15,738
Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,785 2,333 1,895
Total compensation paid to key management
personnel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,325 35,927 25,338
Further details of directors’, the chief executive’s and supervisors’ emoluments are included in note 8
to the Historical Financial Information.
(c) Redemption rights of the Pre-IPO Investors granted by the founder shareholders (the “Founders
Redemption Right”)
The Pre-IPO Investors had been granted the redemption right by the founder shareholders. The Company is not
a party to Founders Redemption Right. Pursuant to another supplemental agreement entered into by the Company and
the Shareholders in June 2025, the Founders Redemption Right was terminated prior to the first submission of the
listing application to the Stock Exchange.
The Company has not provided any form of guarantee in connection with any potential failure of the founder
shareholders to fulfill their obligations relating to the redemption rights granted by founder shareholders.
Accordingly, no financial liability regarding redemption rights granted by founder shareholders was recorded by the
Company during the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-74 –


--- page 381 ---
40. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments as at the end of each of the Relevant
Periods are as follows:
The Group
As at 31 December 2023
Financial assets
Financial assets at
fair value through
other
comprehensive
income
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000
Trade and bills receivables (note 21) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118510 123,114 123,624
Financial assets included in prepayments, other
receivables and other assets (note 22) /H1118/H1118/H1118/H1118/H1118/H1118– 6,876 6,876
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,191 10,191
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,618 2,618
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 524,408 524,408
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118510 667,207 667,717
Financial liabilities
Financial liabilities at
amortised cost Total
RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,471 54,471
Financial liabilities included in other payables and accruals /H1118/H1118 20,321 20,321
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,792 74,792
As at 31 December 2024
Financial assets
Financial assets at
fair value through
profit or loss
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000
Financial assets at fair value through profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,921 – 70,921
Trade and bills receivables (note 21) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 167,705 167,705
Financial assets included in prepayments, other
receivables and other assets (note 22) /H1118/H1118/H1118/H1118/H1118/H1118– 9,511 9,511
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,519 10,519
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,317 5,317
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 445,027 445,027
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,921 638,079 709,000
APPENDIX I ACCOUNTANTS’ REPORT
– I-75 –


--- page 382 ---
Financial liabilities
Financial liabilities at
amortised cost Total
RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,645 62,645
Financial liabilities included in other payables and accruals /H1118/H1118 15,979 15,979
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878,624 78,624
As at 31 December 2025
Financial assets
Financial assets at fair value
through other comprehensive
income Financial assets
at fair value
through profit
or loss
Financial assets
at amortised
cost Total
Debt
investments
Equity
investments
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at fair
value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 26,106 – 26,106
Equity investments
designated at fair value
through other
comprehensive income /H1118/H1118 – 10,000 – – 10,000
Trade and bills receivables
(note 21) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 248,320 248,320
Financial assets included
in prepayments, other
receivables and other
assets (note 22) /H1118/H1118/H1118/H1118/H1118/H1118– – – 21,025 21,025
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 10,845 10,845
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 26,201 26,201
Cash and cash equivalents /H1118 – – – 324,621 324,621
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,000 26,106 631,012 667,118
Financial liabilities
Financial liabilities at
amortised cost Total
RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884,576 84,576
Financial liabilities included in other payables and accruals /H1118/H1118 17,084 17,084
Interest-bearing bank loans and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869,437 69,437
Put option liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,555 52,555
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118223,652 223,652
For the details of pre-IPO investments, please refer to note 31 to this report.
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
As at 31 December 2023
Financial assets
Financial assets at
fair value through
other
comprehensive
income
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000
Trade and bills receivables (note 21) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118510 98,904 99,414
Financial assets included in prepayments, other
receivables and other assets (note 22) /H1118/H1118/H1118/H1118/H1118/H1118– 5,317 5,317
Due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 103,311 103,311
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,618 2,618
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 461,414 461,414
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118510 671,564 672,074
Financial liabilities
Financial liabilities at
amortised cost Total
RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,308 51,308
Due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,544 2,544
Financial liabilities included in other payables and accruals /H1118/H1118 10,320 10,320
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,172 64,172
As at 31 December 2024
Financial assets
Financial assets at
fair value through
profit or loss
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,068 – 70,068
Trade and bills receivables (note 21) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 127,569 127,569
Financial assets included in prepayments, other
receivables and other assets (note 22) /H1118/H1118/H1118/H1118/H1118/H1118– 8,334 8,334
Due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 263,433 263,433
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,267 5,267
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 286,691 286,691
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,068 691,294 761,362
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 384 ---
Financial liabilities
Financial liabilities at
amortised cost Total
RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,279 51,279
Due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,125 8,125
Financial liabilities included in other payables and accruals /H1118/H1118 10,634 10,634
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,038 70,038
As at 31 December 2025
Financial assets
Financial assets at
fair value through
profit or loss
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118300 – 300
Trade and bills receivables (note 21) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 192,582 192,582
Financial assets included in prepayments, other
receivables and other assets (note 22) /H1118/H1118/H1118/H1118/H1118/H1118– 17,964 17,964
Due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 452,929 452,929
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 18,143 18,143
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 230,187 230,187
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118300 911,805 912,105
Financial liabilities
Financial liabilities at
amortised cost Total
RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881,797 81,797
Due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118173,845 173,845
Interest-bearing bank loans and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,901 10,901
Financial liabilities included in other payables and accruals /H1118/H1118 7,487 7,487
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118274,030 274,030
41. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Management has assessed that the fair values of cash and cash equivalents, restricted cash, time deposits, trade
and bills receivables, financial assets included in prepayments, other receivables and other assets, trade and bills
payables, financial liabilities included in other payables and accruals and short-term interest-bearing bank loans
approximate to their carrying amounts largely due to the short-term maturities of these instruments.
The Group’s finance department headed by the finance manager is responsible for determining the policies and
procedures for the fair value measurement of financial instruments. The finance manager reports directly to the chief
financial officer. At each reporting date, the finance department analyses the movements in the values of financial
instruments and determines the major inputs applied in the valuation. The valuation is reviewed and approved by the
chief financial officer. The valuation process and results are discussed with the audit committee twice a year for
interim and annual financial reporting.
APPENDIX I ACCOUNTANTS’ REPORT
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The fair values of the financial assets and liabilities are included at the amount at which the instrument could
be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following
methods and assumptions were used to estimate the fair values:
The Group invests in financial assets at fair value through profit or loss, which represent structured deposits
issued by banks in Chinese Mainland, listed equity investments and other unlisted investments. The Group estimated
the fair value of these structured deposits based on the net value announced by the bank at the end of each of the
Relevant Periods. The Group estimated the fair value of listed equity investments based on the share’s closing price
at the end of each of the Relevant Periods. The fair values of unlisted equity investments designated at fair value
through profit or loss have been estimated using the latest price method of financing.
The fair values of unlisted equity investments designated at fair value through other comprehensive income
have been estimated using the latest price method of financing.
The Group has bank acceptance notes issued by banks in Chinese Mainland measured at fair value through
other comprehensive income. The Group has estimated the fair value of these bank acceptance notes by using a
discounted cash flow valuation model based on the market interest rates of instruments with similar terms and risks.
Below is a summary of significant unobservable inputs to the valuation of financial instruments together with
a quantitative sensitivity analysis as at 31 December 2025:
Valuation technique
Significant
unobservable
input Range
Sensitivity of fair
value to the input
Equity investments
designated at fair
value through other
comprehensive
income
Unlisted equity
investments /H1118/H1118/H1118/H1118/H1118/H1118
Recent transaction
method
Transaction
price per
share
RMB18,450.18 1% increase or decrease
in subscription price
per share would result
in increase or decrease
in fair value by
RMB100,000
Financial assets at fair
value through profit
or loss
Unlisted equity
investments /H1118/H1118/H1118/H1118/H1118/H1118
Recent transaction
method
Transaction
price per
capital
RMB10.98-
20.00
1% increase or decrease
in subscription price
per capital would
result in increase or
decrease in fair value
by RMB260,000
Below is a summary of significant unobservable inputs to the valuation of financial instruments together with
a quantitative sensitivity analysis as at 31 December 2024:
Valuation technique
Significant
unobservable
input Range
Sensitivity of fair
value to the input
Financial assets at fair
value through profit
or loss
Unlisted equity
investments /H1118/H1118/H1118/H1118/H1118/H1118
Recent transaction
method
Transaction
price per
capital
RMB1.00 1% increase or decrease
in subscription price
per capital would
result in increase or
decrease in fair value
by RMB7,500
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 386 ---
Fair value hierarchy
The following tables illustrate the fair value measurement hierarchy of the Group’s financial instruments:
Assets measured at fair value:
As at 31 December 2023
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at fair value through
other comprehensive income /H1118/H1118/H1118/H1118 – 510 – 510
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 510 – 510
As at 31 December 2024
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at fair value through
other comprehensive income /H1118/H1118/H1118/H1118 ––––
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118103 70,068 750 70,921
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118103 70,068 750 70,921
As at 31 December 2025
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated at fair
value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 10,000 10,000
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106 – 26,000 26,106
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106 – 36,000 36,106
During the Relevant Periods, there were no transfers of fair value measurements between Level 1 and Level
2 and no transfers into or out of Level 3 for both financial assets and financial liabilities.
APPENDIX I ACCOUNTANTS’ REPORT
– I-80 –


--- page 387 ---
42. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise cash and cash equivalents, restricted cash and time
deposits. The main purpose of these financial instruments is to raise finance for the Group’s operations. The Group
has various other financial assets and liabilities such as trade and bills receivables and trade and bills payables, which
arise directly from its operations.
The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk,
credit risk and liquidity risk. The board of directors reviews and agrees policies for managing each of these risks and
they are summarised below.
Interest rate risk
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s debt
obligations with a floating interest rate. The Group’s policy is to manage its interest cost using a mix of fixed and
variable rate debts.
Foreign currency risk
The Group has transactional currency exposures. Such exposures arise from sales or purchases by operating
units in currencies other than the units’ functional currencies. As the Group’s major businesses are in Chinese
Mainland, the majority of the transactions are conducted in RMB. Most of the Group’s assets and liabilities are
denominated in RMB. The Group was not exposed to material foreign currency risk during the Relevant Periods.
Credit risk
The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all
customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable
balances are monitored on an ongoing basis. For transactions that are not denominated in the functional currency of
the relevant operating unit, the Group does not offer credit terms without specific verification procedures.
Maximum exposure and year-end staging
The tables below show the credit quality and the maximum exposure to credit risk based on the Group’s credit
policy, which is mainly based on past due information unless other information is available without undue cost or
effort, and year-end staging classification. The amounts presented are gross carrying amounts for financial assets.
As at 31 December 2023
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables* /H1118/H1118/H1118/H1118 – – – 129,965 129,965
Financial assets included in
prepayments, other receivables
and other assets
– Normal** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,98 7––– 6,987
– Doubtful** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Time deposits
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,19 1––– 10,191
Restricted cash
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,61 8––– 2,618
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118524,40 8––– 524,408
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118544,204 – – 129,965 674,169
APPENDIX I ACCOUNTANTS’ REPORT
– I-81 –


--- page 388 ---
As at 31 December 2024
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables* /H1118/H1118/H1118/H1118 – – – 180,789 180,789
Financial assets included in
prepayments, other receivables
and other assets
– Normal** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,65 6––– 9,656
– Doubtful** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Time deposits
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,51 9––– 10,519
Restricted cash
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,31 7––– 5,317
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118445,02 7––– 445,027
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118470,519 – – 180,789 651,308
As at 31 December 2025
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables* /H1118/H1118/H1118/H1118 – – – 264,460 264,460
Financial assets included in
prepayments, other receivables
and other assets
– Normal** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,24 4––– 21,244
– Doubtful** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Time deposits
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,84 5––– 10,845
Restricted cash
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,20 1––– 26,201
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118324,62 1––– 324,621
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118382,911 – – 264,460 647,371
* For trade and bills receivables to which the Group applies the simplified approach for impairment, information
based on the provision matrix is disclosed in note 21.
** The credit quality of the financial assets included in prepayments, other receivables and other assets is
considered to be “normal” when they are not past due and there is no information indicating that the financial
assets had a significant increase in credit risk since initial recognition. Otherwise, the credit quality of the
financial assets is considered to be “doubtful”.
Liquidity risk
The Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management
of the Group to finance the operations and mitigate the effects of fluctuations of cash flows.
The Group’s objective is to maintain a balance between continuity and flexibility through the use of lease
liabilities.
APPENDIX I ACCOUNTANTS’ REPORT
– I-82 –


--- page 389 ---
The maturity profile of the Group’s financial liabilities as at the end of the reporting period, based on the
contractual undiscounted payments, is as follows:
On demand
or less than
1 year
Between 1
and 2 years
Between 2
and 3 years
Between 3
and 5 years
Over
5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,794 14,485 3,102 – – 37,381
Trade and bills payables /H1118/H1118/H1118/H111854,471 –––– 54,471
Financial liabilities included
in other payables and
accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,321 –––– 20,321
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,586 14,485 3,102 – – 112,173
On demand
or less than
1 year
Between 1
and 2 years
Between 2
and 3 years
Between 3
and 5 years
Over
5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,619 2,820 275 – – 14,714
Trade and bills payables /H1118/H1118/H1118/H111862,645 –––– 62,645
Financial liabilities included
in other payables and
accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,979 –––– 15,979
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890,243 2,820 275 – – 93,338
On demand
or less than
1 year
Between 1
and 2 years
Between 2
and 3 years
Between 3
and 5 years
Over
5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2025
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,155 6,368 552 – – 19,075
Trade and bills payables /H1118/H1118/H1118/H111884,576 –––– 84,576
Financial liabilities included
in other payables and
accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,816 –––– 10,816
Interest-bearing bank loans
and other borrowings /H1118/H1118/H1118/H111829,234 6,826 3,261 9,055 28,540 76,916
Put option liabilities /H1118/H1118/H1118/H1118/H1118/H1118– – 58,800 – – 58,800
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118136,781 13,194 62,613 9,055 28,540 250,183
Capital management
The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as
a going concern and to maintain healthy capital ratios in order to support its business and maximise shareholders’
value.
The Group manages its capital structure and makes adjustments to it in light of changes in economic
conditions. To maintain or adjust the capital structure, the Group may return capital to shareholders or issue new
shares.
APPENDIX I ACCOUNTANTS’ REPORT
– I-83 –


--- page 390 ---
The Group monitors capital using a debt-to-asset ratio which is total liabilities divided by total assets. The
debt-to-asset ratios as at 31 December 2023, 2024 and 2025 were as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118211,631 190,381 357,515
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118807,147 819,938 861,611
Debt-to-asset ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826% 23% 41%
43. EVENTS AFTER THE RELEV ANT PERIODS
There were no significant events for which disclosures or adjustments are required after the end of the Relevant
Periods.
44. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of the companies now
comprising the Group in respect of any period subsequent to 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-84 –


--- page 391 ---
The following information does not form part of the Accountants’ Report from Ernst &
Young, Certified Public Accountants, Hong Kong, the Company’ s reporting accountants, as set
out in Appendix I to this prospectus, and is included herein for information purposes only. The
unaudited pro forma financial information should be read in conjunction with “Financial
Information” and the Accountants’ Report set out in Appendix I to this prospectus.
A. UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE
ASSETS
The following unaudited pro forma adjusted consolidated net tangible assets attributable
to the owners of the Company has been prepared in accordance with Rule 4.29 of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and with
reference to Accounting Guideline 7 Preparation of Pro Forma Financial Information for
inclusion in Investment Circulars issued by the Hong Kong Institute of Certified Public
Accountants to illustrate the effect of the Global Offering on our consolidated net tangible
assets attributable to owners of the Company as at 31 December 2025 as if the Global Offering
had taken place on 31 December 2025.
The unaudited pro forma statement of adjusted consolidated net tangible assets
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 financial position of the
Group as at 31 December 2025 or any future dates following the Global Offering.
Consolidated net
tangible assets
attributable to
owners of the
Company as at
31 December 2025
Estimated net
proceeds from the
Global Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets
Unaudited pro forma
adjusted net tangible
assets attributable
to owners of the
Company per share
RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2) (Note 3) (Note 4)
Based on an Offer Price Of
HK$60.70 per share /H1118/H1118/H1118/H1118/H1118435,575 740,896 1,176,471 6.80 7.81
Notes:
(1) The consolidated net tangible assets attributable to owners of the Company as at 31 December 2025 is
extracted from the Accountants’ Report, which is based on the audited consolidated total equity
attributable to owners of the Company as at 31 December 2025 of approximately RMB496 million. The
amount of audited consolidated net tangible assets attributable to the owners of the Company as at 31
December 2025 exclude other intangible assets of RMB9 million and goodwill of RMB51 million.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 392 ---
(2) The estimated net proceeds from the Global Offering are based on the Offer Price of HK$60.70 per
share, which are RMB741 million after deduction of the underwriting fees and other related expenses
payable by the Company of RMB64 million (excluding the listing expense of RMB21 million that have
been charged to profit or loss during the Track Record Period) and does not take into account of any
shares which may be issued upon the exercise of the Over-allotment Option. The estimated net proceeds
from the Global Offering are converted from Hong Kong dollars into Renminbi at an exchange rate of
HK$1.0 to RMB0.8705.
(3) The unaudited pro forma adjusted consolidated net tangible assets per share is calculated based on total
173,101,207 shares in issue assuming the Global Offering had been completed on 31 December 2025,
representing 158,266,607 shares in issue as at 31 December 2025, and 14,834,600 shares to be issued
pursuant to the Global Offering.
(4) For the purpose of this unaudited pro forma statement of adjusted consolidated net tangible assets, the
balances stated in Renminbi are converted into Hong Kong dollars at an exchange rate of HK$1.0 to
RMB0.8705. No representation is made that the Hong Kong dollar amounts have been, could have been
or may be converted to Renminbi, or vice versa, at that rate or any other rates or at all.
(5) No adjustment has been made to reflect any trading result or other transactions of the Group entered into
subsequent to 31 December 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 393 ---
⭰㰟㛪姯⸒Ṳ⋀㈧
榀㸖毩歁㵳勘䙮怺 979噆
⤑⏋✱ᷧ⺎27㧺
Tel 曢婘: +852 2846 9888
Fax ₚ䜆: +852 2868 4432
ey.com
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hon
g Kong
INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of Beijing Zhongke WengeAI Science and Technology Co., Ltd.
We have completed our assurance engagement to report on the compilation of unaudited
pro forma financial information of Beijing Zhongke WengeAI Science and Technology Co.,
Ltd. (the “Company”) and its subsidiaries (hereinafter collectively referred to as the “Group”)
by the directors of the Company (the “Directors”) for illustrative purposes only. The unaudited
pro forma financial information consists of the unaudited pro forma consolidated net tangible
assets as at 31 December 2025, and related notes as set out on pages II-1 and II-2 of the
prospectus dated 17 June 2026 issued by the Company (the “Unaudited Pro Forma Financial
Information”). The applicable criteria on the basis of which the Directors have compiled the
Unaudited Pro Forma Financial Information are described in Appendix II to the Prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to
illustrate the impact of the global offering of shares of the Company on the Group’s financial
position as at 31 December 2025 as if the transaction had taken place at 31 December 2025.
As part of this process, information about the Group’s financial position, has been extracted by
the Directors from the Group’s financial statements for the year ended 31 December 2025, on
which an accountants’ report has been published.
Directors’ responsibility for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial
Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to
Accounting Guideline (“AG”) 7 Preparation of Pro Forma Financial Information for Inclusion
in Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants (the
“HKICPA”).
Our independence and quality management
We have complied with the independence and other ethical requirements of the Code of
Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental
principles of integrity, objectivity, professional competence and due care, confidentiality and
professional behavior.
A member firm of Ernst & Y oung Global Limited
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 394 ---
Our firm applies Hong Kong Standard on Quality Management 1 Quality Management for
Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related
Services Engagements which requires the firm to design, implement and operate a system of
quality management including policies or procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
Reporting accountants’ responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the
Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to
you. We do not accept any responsibility for any reports previously given by us on any
financial information used in the compilation of the Unaudited Pro Forma Financial
Information beyond that owed to those to whom those reports were addressed by us at the dates
of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus issued by the HKICPA. This standard requires
that the reporting accountants plan and perform procedures to obtain reasonable assurance
about whether the Directors have compiled the Unaudited Pro Forma Financial Information in
accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the
HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any
reports or opinions on any historical financial information used in compiling the Unaudited Pro
Forma Financial Information, nor have we, in the course of this engagement, performed an
audit or review of the financial information used in compiling the Unaudited Pro Forma
Financial Information.
The purpose of the Unaudited Pro Forma Financial Information included in the
Prospectus is solely to illustrate the impact of the global offering of shares of the Company on
unadjusted financial information of the Group as if the transaction had been undertaken at an
earlier date selected for purposes of the illustration. Accordingly, we do not provide any
assurance that the actual outcome of the transaction would have been as presented.
A reasonable assurance engagement to report on whether the Unaudited Pro Forma
Financial Information has been properly compiled on the basis of the applicable criteria
involves performing procedures to assess whether the applicable criteria used by the Directors
in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable
basis for presenting the significant effects directly attributable to the transaction, and to obtain
sufficient appropriate evidence about whether:
 the related pro forma adjustments give appropriate effect to those criteria; and
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 395 ---
 the Unaudited Pro Forma Financial Information reflects the proper application of
those adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgment, having regard to
the reporting accountants’ understanding of the nature of the Group, the transaction in respect
of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant
engagement circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited Pro
Forma Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled on the
basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purpose of the Unaudited Pro Forma
Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing
Rules.
Ernst & Y oung
Certified Public Accountants
Hong Kong
17 June 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 396 ---
TAXATION OF SECURITY HOLDERS
The taxation of income and capital gains of holders of H Shares is subject to the laws and
practices of the PRC and of jurisdictions in which holders of H Shares are resident or other tax
provisions. The following summary of certain relevant taxation provisions is based on current
laws and practices, is subject to change and does not constitute legal or tax advice. The
discussion does not deal with all possible tax consequences relating to an investment in the H
Shares, nor does it take into account the specific circumstances of any particular investor, some
of which may be subject to special regulation. Accordingly, you should consult your own tax
adviser regarding the tax consequences of an investment in the H Shares. The discussion is
based upon laws and relevant interpretations in effect as of the Latest Practicable Date, all of
which are subject to change and may have retrospective effect.
This discussion does not address any aspects of PRC or Hong Kong taxation other than
income tax, capital appreciation and profit tax, business tax/appreciation tax, stamp duty and
estate duty. Prospective investors are urged to consult their financial advisers regarding the
PRC, Hong Kong and other tax consequences of owning and disposing of H Shares.
The PRC taxation
Taxation on dividends
Individual investors
According to the Individual Income Tax Law of the PRC (ج)
hereinafter referred to as the “Individual Income Tax Law”) that was promulgated on
10 September 1980 and amended on 31 August 2018 by the Standing Committee of the 13th
NPC, and came into effect on 1 January 2019, and the Regulations for the Implementation of
the Individual Income Tax Law (ૢԷ), that were amended
by the State Council on 18 December 2018 and came into effect on 1 January 2019, dividends
paid by Chinese companies to individual investors are generally subject to a withholding tax
at a flat rate of 20%. In addition, according to the Notice on Issues Concerning Differentiated
Individual Income Tax Policies for Dividends and Bonuses of Listed Companies (௅e਷
ٝissued by
the MOF, the SA T and CRSC on 7 September 2015, where an individual acquires stocks of a
listed company from public offering of the company or from the stock transfer market and
holds the stocks for more than one year, the income from dividends is exempt from individual
income tax; if the individual holds the stocks for one month or less, the income from dividends
is fully taxable; if the individual holds the stocks for one month to one year (one year
inclusive), 50% of the income from dividends is taxable; The aforesaid income is subject to an
individual income tax at a flat rate of 20%. In fact, the withholding tax rate for dividends of
non-resident individuals may be lower than 20% under certain circumstances. However,
according to the Circular of the MOF and the SA T on Issues Concerning Individual Income Tax
Policies (ٝthe income received
by individual foreigners from dividends and bonuses of a foreign-invested enterprise is exempt
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-1 –


--- page 397 ---
from individual income tax for the time being. On 3 February 2013, the State Council approved
and promulgated the Notice of Suggestions to Deepen the Reform of System of Income
Distribution (ٝOn
3 February 2013, the General Office of the State Council promulgated the Circular Concerning
Allocation of Key Works to Deepen the Reform of System of Income Distribution ( ਷ਕ৫፬
ٝAccording to these two documents, the
PRC government is planning to cancel foreign individuals’ tax exemption for dividends
obtained from foreign-invested enterprises, and the Ministry of Finance and the State
Administration of Taxation should be responsible for making and implementing details of such
plan. However, relevant implementation rules or regulations have not been promulgated by the
MOF and the SA T. According to the Notice of the SA T on Issues Concerning Taxation and
Administration of Individual Income Tax After the Repeal of the Document (Guo Shui Fa
[1993] No. 45) (਷೼೯[1993]045ٙ
ٝissued by the SA T on 28 June 2011, domestic non-foreign-invested enterprises issuing
shares in Hong Kong may, when distributing dividends to overseas resident individuals in the
jurisdiction of the tax treaty, normally withhold individual income tax at the rate of 10%. For
the individual holders of H Shares receiving dividends who are citizens of countries that have
entered into a tax treaty with the PRC with tax rates lower than 10%, the non-foreign-invested
enterprise whose shares are listed in Hong Kong may apply on behalf of such holders for
enjoying the lower preferential tax treatments, and, upon approval by the tax authorities, the
excessive withholding amount will be refunded. For the individual holders of H Shares
receiving dividends who are citizens of countries that have entered into a tax treaty with the
PRC with tax rates higher than 10% but lower than 20%, the non-foreign-invested enterprise
is required to withhold the tax at the agreed rate under the treaties, and no application
procedures will be necessary. For the individual holders of H Shares receiving dividends who
are citizens of countries without taxation treaties with the PRC or are under other situations,
the non-foreign-invested enterprise is required to withhold the tax at a rate of 20%.
Pursuant to the Arrangement between the Mainland of China and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with Respect to Taxes on Income (ᅄ೼ձ
τર) signed on 21 August 2006, the Chinese government may impose tax on
dividends paid by a Chinese company to a resident of the Hong Kong Special Administrative
Region (including natural person and legal entity), but such tax will not exceed 10% of the total
amount of the dividends payable. If a Hong Kong resident directly holds 25% or more of the
equity interest in a Chinese company, such tax will not exceed 5% of the total dividends
payable by the Chinese company. The Fifth Protocol to the Arrangement between the Mainland
of China and the Hong Kong Special Administrative Region for the Avoidance of Double
Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income issued by the
State Administration of Taxation (ᅄ೼ձԣ˟ਊ
ࣣ֛effective on 6 December 2019 stipulates that the arrangements or
transactions made for the primary purpose of obtaining the above-mentioned tax benefits are
not subject to the above-mentioned provisions.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-2 –


--- page 398 ---
Corporate investors
According to the EIT Law that was amended and came into effect on 29 December 2018,
and the Regulations for the Implementation of the EIT Law (ྼ
ૢԷ) that were amended and came into effect on 20 January 2025, where a non-resident
enterprise has not set up any institutions or establishments in China, or it has done so, but its
income generated in China is irrelevant to the said institutions or establishments, it shall pay
tax on the portion of its income generated in China (including dividends received from a
Chinese resident enterprise whose shares are issued and listed in Hong Kong) and the
enterprise income rate is generally 10%. The aforesaid income tax payable by a non-resident
enterprise must be withheld at source. The payer of the income is the withholding obligator.
The withholding tax may be reduced or eliminated under an applicable treaty for the avoidance
of double taxation.
The Notice of the Issues Concerning Withholding EIT on the Dividends Distributed by
Chinese Resident Enterprises to Overseas H-share Non-Chinese Resident Enterprise
Shareholders (͏ΆุΣྤ̮H˾ϔ˾ᖮΆ
ٝthat was promulgated by the SA T and came into effect on
6 November 2008, further clarifies that with regard to dividends distributed from profits
generated after 1 January 2008, Chinese resident enterprises must withhold and pay enterprise
income tax at a tax rate of 10% on dividends distributed to H-share non-Chinese resident
enterprise shareholders. The Reply of the Imposition of Enterprise Income Tax on B-share and
Other Dividends of Non-resident Enterprises (͏Άุ՟੻Bה
ҭᔧ) that was promulgated by the SA T on 24 July 2009, further provides that any
Chinese resident enterprise listed on any overseas stock exchange must withhold enterprise
income tax at a rate of 10% on dividends distributed to non-Chinese resident enterprise
shareholders. Such tax rates may be further changed pursuant to the tax treaty or agreement that
China has concluded with a relevant jurisdiction, where applicable.
Pursuant to the Arrangement between the Mainland of China and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with Respect to Taxes on Income (ᅄ೼ձ
τર) signed on 21 August 2006, the Chinese government may impose tax on
dividends paid by a Chinese company to a Hong Kong resident (including natural person and
legal entity), but such tax shall not exceed 10% of the total amount of the dividends payable.
If a Hong Kong resident directly holds 25% or more of the equity interest in a Chinese
company, such tax shall not exceed 5% of the total dividends payable by the Chinese company.
The Fifth Protocol to the Arrangement between the Mainland of China and the Hong Kong
Special Administrative Region for the Avoidance of Double Taxation and the Prevention of
Fiscal Evasion with Respect to Taxes on Income issued by the SA T (ਜ
ࣣ֛effective on 6 December 2019
stipulates that the arrangements or transactions made for the primary purpose of obtaining the
above-mentioned tax benefits are not subject to the above-mentioned provisions. The
application of the dividend clause of tax agreements shall be subject to the PRC tax laws and
regulations, such as the Notice of the SA T on the Issues Concerning the Application of the
Dividend Clauses of Tax Agreements (ஷ
ٝ.)
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-3 –


--- page 399 ---
Tax treaties
Non-Chinese resident investors residing in countries that have entered into treaties for the
avoidance of double taxation with China or residing in Hong Kong or Macau Special
Administrative Region are entitled to preferential tax rates on dividends received by such
investors from the Chinese companies. China has entered into arrangements for the avoidance
of double taxation with Hong Kong and Macau Special Administrative Region, respectively,
and has entered into treaties for the avoidance of double taxation with certain other countries,
including but not limited to Australia, Canada, France, Germany, Japan, Malaysia, the
Netherlands, Singapore, the United Kingdom and the United States. A non-Chinese resident
enterprise entitled to a preferential tax rate under a relevant income tax treaty or arrangement
may apply to China tax authorities for a refund of the difference between the amount of tax
withheld and the amount of tax calculated according to the treaty rate.
Pursuant to the Administrative Measures on Entitlement of Non-resident Taxpayers to
Preferential Treatment under Tax Treaties (جwhich was
promulgated by the SA T on 14 October 2019 and became effective on 1 January 2020,
non-resident taxpayers are entitled to preferential treatment under the tax treaties through
self-determination, self-declaration and keeping and documenting relevant information for
inspection. Where a non-resident taxpayer self-assesses and concludes that it satisfies the
criteria for claiming treaty benefits, it may enjoy treaty benefits at the time of tax declaration
or at the time of withholding declaration through a withholding agent, simultaneously gather
and retain the relevant materials pursuant to the regulations for future inspection, and be
subject to subsequent administration by tax authorities.
Taxes on income from transfer of equity
VAT and local surcharges
Pursuant to the Circular on Comprehensively Promoting the Pilot Programme of the
Collection of V A T in Lieu of Business Tax (પකᐄุ೼ҷᅄᄣ
ٝthe “ Circular 36 ”), promulgated by the MOF and the SA T on 23 March
2016 and as amended on 11 July 2017, 25 December 2017 and 20 March 2019 respectively, the
entities and individuals that sell services, intangible assets or immovable properties within the
territory of the PRC are value-added tax payers, and shall pay value-added tax instead of
business tax. Circular 36 also provides that transfer of financial products, including transfer of
the ownership of marketable securities, shall be subject to value-added tax at 6% on the taxable
income.
Meanwhile, the taxpayers of value-added tax are also subject to urban maintenance and
construction tax, education surcharge and local education surcharge.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-4 –


--- page 400 ---
Income tax
Individual investors
According to the Individual Income Tax Law and its implementation regulations,
individuals shall pay the individual income tax at the rate of 20% on their income from the sale
of equity in Chinese resident enterprises. In accordance with the Circular of the Declaring
that Individual Income Tax Continues to Be Exempted over Income of Individuals from
Transfer of Shares (ٙ
ٝhereinafter referred to as “No. 61 Circular”) that was promulgated by the MOF and the
SA T on 30 March 1998, from 1 January 1997, income of individuals from the transfer of shares
of listed companies remain exempt from individual income tax. According to the
Announcement of the MOF and the SA T about the Catalogue of Preferential Individual Income
Tax Policies with Continued Effect (݁
ʮѓ) promulgated by the MOF and the SA T on 29 December 2018, the No. 61
Circular will remain effective.
According to the Circular on Relevant Issues Concerning the Collection of Individual
Income Tax over the Income Received by Individuals from Transfer of Listed Shares Subject
to Sales Limitation ()
promulgated by the MOF, the SA T and the CSRC on 31 December 2009, individuals’ income
from transferring at Shanghai Stock Exchange or Shenzhen Stock Exchange the shares of a
listed company acquired from the public offerings of the company or from the transfer market
shall continuously be exempt from the individual income tax, except for the relevant shares
which are subject to sales restriction as defined in the Supplementary Circular on Relevant
Issues Concerning the Collection of Individual Income Tax over the Income Received by
Individuals from Transfer of Listed Shares Subject to Sales Limitation (ɛᔷᜫɪ̹ʮ
ٝjointly issued by the three aforementioned
authorities on 10 November 2010.
As of the Latest Practicable Date, the aforesaid provision has not expressly provided that
individual income tax shall be collected from non-resident individuals on the sale of shares of
PRC-resident enterprises listed on overseas stock exchanges (for example, the Stock
Exchange).
Corporate investors
According to the EIT Law and its implementation regulations, where a non-Chinese
resident enterprise has not set up any institutions or establishments in China, or it has done so
but its income generated in China is irrelevant to the said institutions or establishments, it shall
pay tax on the portion of its income generated in China (including gains from the disposal of
shares of Chinese resident enterprises) and the enterprise income rate is generally 10%. Such
tax may be reduced or eliminated under applicable tax treaties or arrangements.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-5 –


--- page 401 ---
Tax policies for Shanghai — Hong Kong Stock Connect
On 31 October 2014, the MOF, the SA T and the CRSC jointly promulgated the Circular
on the Relevant Taxation Policy for the Pilot Programme of an Interconnection Mechanism for
Transactions in the Shanghai and Hong Kong Stock Markets (ʝᑌʝஷ
ٝhereinafter referred to as “ Shanghai — Hong Kong Stock
Connect Taxation Policy ”). Pursuant to the Shanghai — Hong Kong Stock Connect Taxation
Policy, the income from the transfer price difference obtained by corporate investors of the
mainland of China investing in stocks listed on the Stock Exchange through Shanghai — Hong
Kong Stock Connect is included in their total income and enterprise income tax is levied on
such income in accordance with the law. The income from dividends and bonus obtained by
corporate investors of the mainland of China investing in stocks listed on the Stock Exchange
through Shanghai — Hong Kong Stock Connect is included in their total income. The
enterprise income tax is levied on such income in accordance with the law. Among them,
enterprise income tax will be exempt according to law for income from dividends and bonus
obtained by resident enterprises of the Mainland of China that hold H-shares for at least 12
consecutive months. The H-share companies do not need to withhold tax on the income from
dividends and bonus obtained by corporate investors of the Mainland of China. The tax payable
shall be declared and paid by the enterprises themselves.
For dividends and bonus obtained by individual investors of the Mainland of China
investing in H-shares listed on the Stock Exchange through Shanghai — Hong Kong Stock
Connect, the H-share companies shall apply to China Securities Depository and Clearing
Corporation Limited (ப΂ʮ̡) (Hereinafter referred to as “ CSDCC ”)
for provision by the CSDCC to the H-share companies the register of individual investors of
the Mainland of China. The H-share companies shall withhold individual income tax at a rate
of 20%.
Tax policies for Shenzhen — Hong Kong Stock Connect
On 5 November 2016, the MOF, the SA T and the CRSC jointly issued the Circular on the
Relevant Taxation Policy for the Pilot Programme of an Interconnection Mechanism for
Transactions in the Shenzhen and Hong Kong Stock Markets (ʝᑌʝஷ
ٝhereinafter referred to as “ Shenzhen — Hong Kong Stock
Connect Taxation Policy ”). Pursuant to the Shenzhen — Hong Kong Stock Connect Taxation
Policy, the income from the transfer price difference obtained by corporate investors of the
mainland of China investing in stocks listed on the Stock Exchange through Shenzhen — Hong
Kong Stock Connect is included in their total income. The EIT is levied on such income in
accordance with the law. The income from dividends and bonus obtained by corporate investors
of the Mainland of China investing in stocks listed on the Stock Exchange through Shenzhen
— Hong Kong Stock Connect is included in their total income. The EIT is levied on such
income in accordance with the law. EIT is exempt according to law for income from dividends
and bonus obtained by resident enterprises of the Mainland of China that hold H-shares for at
least 12 consecutive months. The H-share companies do not need to withhold tax on the income
from dividends and bonus obtained by corporate investors of the Mainland of China. The tax
payable shall be declared and paid by the enterprises themselves.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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For dividends and bonus obtained by individual investors of the Mainland of China
investing in the PRC listed on the Stock Exchange through Shenzhen — Hong Kong Stock
Connect, the H-share companies shall apply to the CSDCC for provision by the CSDCC to the
H-share companies the register of individual investors of the Mainland of China, and the
H-share companies shall withhold individual income tax at a rate of 20%.
Chinese stamp duty
In accordance with the Stamp Tax Law of the PRC (جthat was
promulgated on 10 June 2021 and came into effect on 1 July 2022. The entities and individuals
that conclude taxable certificates, or conduct securities transactions within the territory of the
PRC shall be taxpayers of stamp tax, and shall pay stamp tax in accordance with the provisions
of this law. Where entities or individuals, outside the territory of the PRC, conclude taxable
certificates that are used within the territory of the PRC, they shall pay stamp tax in accordance
with the provisions of this law.
Estate duty
As of the date of this document, China currently has not imposed any estate tax.
PRINCIPAL TAXATION OF OUR GROUP IN THE PRC
Enterprise income tax
According to the EIT Law, the EIT rate in China is 25% and is in line with the rate
applicable to foreign-invested enterprises and foreign enterprises.
According to the Announcement of the MOF and the SA T on Further Supporting the
Development of Small and Micro Enterprises and Individual Industrial and Commercial
Proprietors with Tax Policies (᜗ʈਠ˒
ʮѓ) that was promulgated on 2 August 2023 and implemented on
1 January 2023, for small and micro-profit enterprises, the taxable income will be calculated
at the reduced rate of 25% and the EIT shall be paid at the tax rate of 20%, and the policy will
continue to be implemented until 31 December 2027.
According to the Administrative Measures for Recognition of High and New-Technology
Enterprises (جthat was promulgated by the Ministry of Science and
Technology of the PRC (ኪҦஔ௅), the MOF and the SA T on 14 April 2008,
amended on 29 January 2016 and came into effect on 1 January 2016, high- and new-tech
enterprises can apply for a preferential enterprise income tax rate of 15% in accordance with
the EIT Law.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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--- page 403 ---
Value-added tax
Pursuant to the Provisional Regulations on V A T of the PRC (೼ᅲБ
ૢԷ) that were amended and came into effect on 19 November 2017, all organisations and
individuals engaged in sales of goods, provision of processing, repairs and replacement
services, or import of goods within the territory of China are subject to V A T. For taxpayers
selling or importing goods, except as otherwise provided in the above regulations, the general
tax rate is 17%.
Pursuant to the Circular 36 that promulgated by the MOF and the SA T on 23 March 2016
and came into effect on 1 May 2016, upon approval of the State Council, the pilot programme
of replacing business tax with V A T will be promoted nationwide from 1 May 2016. All business
tax taxpayers in the construction industry, the real estate industry, the financial industry, and
the living service industry are included in the scope of the pilot programme. The payment of
business tax will be replaced by the payment of V A T. Pursuant to the Measures for the
Implementation of the Pilot Programme of Replacing Business Tax with V A T ( ᐄุ೼ҷᅄᄣ
جthat was issued and came into effect at the same time with the
aforementioned notice, the tax rates applied to taxpayers for selling services, intangible assets
or real estates shall be 17%, 11%, 6% and zero, respectively.
Pursuant to the Notice on Adjusting V A T Rates (ٝthat was
promulgated by the MOF and the SA T on 4 April 2018 and came into effect on 1 May 2018,
for taxpayers engaging in taxable sales or import of goods, the previously applicable V A T rates
of 17% and 11% are adjusted to 16% and 10%, respectively.
Pursuant to the Announcement on Relevant Policies for Deepening the V A T Reform ( ᗫ
ʮѓ) that was promulgated by the MOF, the SA T and General
Administration of Customs of the PRC ( ʕശɛ͏΍ձ਷ऎᗫᐼ໇) on 20 March 2019 and
came into effect on 1 April 2019, for taxpayers engaging in taxable sales or import of goods,
the previously applicable V A T rates of 16% and 10% are adjusted to 13% and 9%, respectively.
According to the Announcement on the V A T Reduction and Exemption Policy for
Small-scale V A T Taxpayers (ʮѓ) promulgated
and implemented by the MOF and the SA T on 1 August 2023, small-scale V A T taxpayers with
monthly sales less than RMB100,000 (inclusive) are exempt from V A T, and the announcement
will be implemented until 31 December 2027.
On December 25, 2024, the SCNPC promulgated the V alue-added Tax Law of the PRC
() (the “V A T Law”), which came into effect on January 1, 2026,
and replace the Provisional Regulations on V alue-added Tax of the PRC. According to the V A T
Law, entities and individuals (including individual industrial and commercial households) that
sell goods, services, intangible assets, or immovables, or import goods within the territory of
the PRC are taxpayers of V A T, and shall pay V A T in accordance with this law. For taxpayers’
sale of goods, provision of processing, repairs or replacement services or tangible movable
property leasing services or import of goods, the tax rate is 13%, unless otherwise stipulated.
In certain specific circumstances, the rate may be 9%, 6%, or 0%.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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--- page 404 ---
FOREIGN EXCHANGE REGULATIONS IN THE PRC
The principal regulations governing foreign currency exchange in the PRC is Forex
Regulations which was promulgated by the State Council on 29 January 1996, became effective
on 1 April 1996 and was subsequently amended on 14 January 1997 and 5 August 2008 and the
Regulations on the Administration of Settlement, Sale and Payment of Foreign Exchange ( ഐ
֛which was promulgated by the PBOC on 20 June 1996 and became
effective on 1 July 1996. Pursuant to these regulations and other PRC rules and regulations on
currency conversion, Renminbi is generally freely convertible for payments of current account
items, such as trade and service-related foreign exchange transactions and dividend payments,
but not freely convertible for capital account items, such as direct investment, loan or
investment in securities outside China unless prior approval of the SAFE or its local
counterparts is obtained.
According to the relevant laws and regulations in the PRC, PRC enterprises (including
foreign investment enterprises) which need foreign exchange for current item transactions may,
without the approval of the foreign exchange administrative authorities, effect payment
through foreign exchange accounts opened at financial institutions that carries business of
foreign exchange settlement and sale by presenting valid documentation. Foreign investment
enterprises which need foreign exchange for the distribution of profits to their shareholders and
PRC enterprises which, in accordance with regulations, are required to pay dividends to their
shareholders in foreign exchange may, on the strength of resolutions of the board of directors
or the shareholders’ general meetings on the distribution of profits, effect payment from foreign
exchange accounts or with the purchased foreign exchange at designated foreign exchange
banks.
On 26 December 2014, the SAFE issued the Circular of the State Administration of
Foreign Exchange on Issues concerning the Administration of Foreign Exchange Involved in
Overseas Listing (ٝpursuant to which
a domestic company shall, within 15 working days upon the end of its overseas public offering,
handle registration formalities for overseas listing with the foreign exchange authority at its
place of registration with the required materials. Funds raised by a domestic company through
overseas listing may be transferred back or deposited overseas, and the use of such funds shall
be consistent with those contents mentioned in publicly disclosed documents such as the
document.
On 13 February 2015, the SAFE issued the Notice of on Further Simplifying and
Improving Policies for the Foreign Exchange Administration of Direct Investment (̮ි
ٝwhich came into effect on
1 June 2015 and was partially repealed on 30 December 2019. The notice has cancelled the
approval of foreign exchange registration under domestic direct investment and the approval
of foreign exchange registration under overseas direct investment. Instead, banks shall directly
examine and handle foreign exchange registration under domestic direct investment and
foreign exchange registration under overseas direct investment, and the SAFE and its local
offices shall indirectly regulate the foreign exchange registration of direct investment through
banks.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-9 –


--- page 405 ---
According to the Circular of the SAFE on Reforming and Regulating Policies for the
Administration over Foreign Exchange Settlement of Capital Accounts (׵
ٝissued by the SAFE on 9 June 2016, the foreign
exchange receipts under capital accounts of domestic institutions are subject to discretionary
settlement policies. The foreign exchange receipts under capital accounts (including foreign
exchange capital, foreign debts, and repatriated funds raised through overseas listing) subject
to discretionary settlement as expressly prescribed in the relevant policies may be settled with
banks according to the actual need of the domestic institutions for business operation.
Domestic institutions may, at their discretion, settle up to 100% of foreign exchange receipts
under capital accounts for the time being. The SAFE may adjust the above proportion in due
time according to balance of payments.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-10 –


--- page 406 ---
THE PRC LEGAL SYSTEM
The PRC legal system is composed of the constitution, laws, administrative regulations,
local regulations, separate rules, rules and regulations of departments of the State Council,
rules and regulations of local governments, autonomy regulations, separate rules of
autonomous regions and international treaties of which the PRC government is a signatory.
Court judgements do not constitute binding precedents, although they may be used for the
purpose of judicial reference and guidance.
Pursuant to The PRC Constitution (, the “ Constitution ”), which
was promulgated on 4 December 1982 and last amended and came into effect on 11 March
2018 and the Legislation Law of the PRC (, the “ Legislation
Law”), which was promulgated on 15 March 2000, last amended on 13 March 2023, and came
into effect on 15 March 2023, the National People’s Congress (“ NPC”) and the SCNPC
exercise the legislative power of the State in accordance with the Constitution. The NPC enacts
and amends the basic laws governing criminal offences, civil affairs, the State organs and other
matters. The SCNPC enacts and amends laws other than those to be enacted by the NPC. When
the National People’s Congress is not in session, it may supplement and amend in part the laws
enacted by the National People’s Congress, which shall not be in contradiction with the basic
principle of such laws.
The State Council is the highest administrative organ of the State administration, and
enacts administrative regulations under the Constitution and laws.
People’s congresses of provinces, autonomous regions and municipalities directly under
the central government and their respective standing committees may, in light of the specific
conditions and actual needs of their respective administrative areas, formulate local
regulations, provided that such regulations do not contradict the Constitution, the laws or the
administrative regulations.
The ministries and commissions of the State Council, the People’s Bank of China, the
National Audit Office, the agencies endowed with administrative functions directly subordinate
to the State Council and the organizations prescribed by laws may, in accordance with the laws
as well as the administrative regulations, decisions and decrees of the State Council, formulate
rules within the scope of their authority.
The people’s congresses or the standing committees thereof of the cities divided into
districts may, in light of the specific local conditions and actual needs of the cities, formulate
local regulations in terms of urban and rural development and management, ecological
civilization development, historical and cultural protection, and grassroots governance,
provided that they do not contradict the Constitution, the laws, the administrative regulations
and the local regulations of their respective provinces or autonomous regions, and where there
are other legal provisions on the formulation of local regulations by the cities divided into
districts, such provisions shall prevail.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
– IV-1 –


--- page 407 ---
The people’s congresses of ethnic autonomous regions have the power to formulate
autonomous regulations and separate regulations on the basis of the political, economic and
cultural contexts of local ethnic groups. The autonomous regulations and separate regulations
of the autonomous regions shall become effective upon approval by the SCNPC. Adaptation
may be made to autonomous regulations and separate regulations on the basis of the
characteristics of the local ethnic groups, but such adaptation shall not contradict the basic
principles of the laws and administrative regulations, nor shall any adaptation be made to the
provisions of the Constitution or the Law on Ethnic Autonomous Regions or the provisions in
other laws and administrative regulations specially formulated to provide for ethnic
autonomous regions.
The people’s governments of provinces, autonomous regions, centrally-administered
municipalities and cities divided into districts or autonomous prefectures may, in accordance
with laws and administrative regulations and the local regulations of their respective provinces,
autonomous regions or municipalities, formulate rules.
The Constitution, promulgated by the NPC, is the basis of the PRC legal system and has
supreme legal authority, and no laws, administrative regulations, local regulations, autonomous
regulations or separate regulations may contravene the Constitution. Within the PRC legal
hierarchy, laws prevail over administrative regulations, local regulations, and rules.
Administrative regulations prevail over local regulations and rules. Local regulations prevail
over rules of the local governments at or below the corresponding level. Rules enacted by the
people’s governments of the provinces or autonomous regions prevail over the rules enacted by
the people’s governments of cities divided into districts and autonomous prefectures within the
same administrative jurisdiction.
The NPC has the power to alter or annul any inappropriate laws enacted by its Standing
Committee, and to annul any autonomous regulations or separate regulations which have been
approved by its Standing Committee but which contravene the Constitution or the Legislation
Law. The SCNPC has the power to annul any local regulation that contravenes the Constitution,
laws or administrative regulations, and to annul any autonomous regulation or separate
regulation which has been approved by the standing committees of the people’s congresses of
the relevant provinces, autonomous regions or municipalities directly under the central
government but contravenes the Constitution and the Legislation Law. The State Council has
the power to alter or annul any inappropriate ministerial rules and rules of local governments.
The people’s congress of provinces, autonomous regions or municipalities directly under the
central government has the power to alter or annul any inappropriate local regulations enacted
or approved by their respective standing committees. The standing committee of a local
people’s congress has the power to revoke any inappropriate rules formulated by the people’s
government at the corresponding level. The people’s governments of provinces and
autonomous regions have the power to alter or annul any inappropriate rules enacted by the
people’s governments at the next lower level.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
– IV-2 –


--- page 408 ---
According to the Constitution, the authority of the interpretation of laws shall be vested
to the SCNPC. According to the Decision of the SCNPC Regarding the Strengthening of
Interpretation of Laws (Ӕᙄ)
passed on 10 June 1981, interpretation on the application of laws and decrees in court trails and
the procuratorial work shall be given by the Supreme People’s Court and the Supreme People’s
Procuratorate, respectively. Interpretation of the laws and decrees unrelated to court trials and
procuratorial work shall be given by the State Council and the competent ministries and
commissions.
Where the scope of local regulations needs to be further defined or additional stipulations
need to be made, the standing committees of the people’s congresses of provinces, autonomous
regions and municipalities which have enacted these regulations shall provide interpretations
or make the stipulations. Interpretation of questions involving the specific application of local
regulations shall be provided by the competent departments of the people’s governments of
provinces, autonomous regions and municipalities.
THE PRC JUDICIAL SYSTEM
Under the Constitution and the Law of the PRC of Organisation of the People’s Courts
() which was last amended on 26 October 2018 and took
effect on 1 January 2019, People’s courts are divided into the Supreme People’s Court, the local
people’s courts and special people’s courts.
Local people’s courts at various levels are divided into higher people’s courts,
intermediate people’s courts and primary people’s courts. The people’s courts at lower levels
are subject to the supervision of the people’s courts at higher levels. The Supreme People’s
Court is the highest judicial organ of the PRC and it has the power to supervise the
administration of justice by the local people’s courts at all levels and all special people’s
courts. The people’s procuratorates also have the right to exercise legal supervision over the
trial activities of people’s courts at same or lower levels.
The people’s courts adopt a “second instance as final” appellate system in the trail of the
cases. A party to the case concerned may appeal against the judgement and ruling of the first
instance by the local people’s courts to the people’s courts at the next higher level in
accordance with the legal procedures. The people’s procuratorates may appeal to the people’s
court at the next higher level in accordance with the legal procedures. In the absence of any
appeal by any parties to the case concerned or any appeal by the people’s procuratorates within
the stipulated period, the judgement and ruling of the first instance by the local people’s courts
shall be final and legally binding. Judgements and rulings of the second instance of the
intermediate people’s courts, the higher people’s courts and Supreme People’s Court and the
judgements and rulings of the first instance of the Supreme People’s Court shall be the final
judgements and rulings. If, however, the Supreme People’s Court finds some definite errors in
a legally effective judgement, ruling or conciliation statement of the people’s court at any level,
or if the people’s court at a higher level finds such errors in a legally effective judgement,
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
– IV-3 –


--- page 409 ---
ruling or conciliation statement of the people’s court at a lower level, it has the authority to
review the case itself or to direct the lower-level people’s court to conduct a retrial. If the chief
judge of all levels of people’s courts finds some definite errors in a legally effective judgement,
ruling or conciliation statement, and considers that a retrial is preferred, such case shall be
submitted to the judicial committee of the people’s court at the same level for discussion and
decision. For death penalties, except those judged by the Supreme People’s Court, requests
shall be submitted to the Supreme People’s Court for approval.
The Civil Procedure Law of the PRC (, the “ Civil
Procedure Law ”), which was enacted on 9 April 1991 and last amended on 1 September 2023
and became effective on 1 January 2024, sets forth the criteria for instituting a civil case, the
jurisdiction of the people’s courts, the procedures to be followed for conducting a civil action
and the procedures for enforcement of a civil judgement or order. All parties to a civil action
conducted within the PRC must comply with the Civil Procedure Law. Generally, a civil case
is initially heard by the people’s court located in the defendant’s place of domicile. The
litigants of a contract dispute or other property rights dispute may agree in writing on selection
of the People’s Court at the location of the defendant’s place of domicile, place of performance
of contract, place of execution of contract, address of the Plaintiff, location of the subject
matter, etc. or a venue which has actual connection with the dispute to be the People’s Court
which has jurisdiction, but shall not violate the provisions hereof on grade jurisdiction and
exclusive jurisdiction.
A foreign individual, a stateless person, a foreign enterprise or a foreign organization is
given the equal litigation rights and obligations as a citizen, a legal person or other
organizations in the PRC when initiating actions or defending against litigations at a PRC
court. Should foreign courts impose restrictions on the litigation rights of the citizens, legal
persons or other organizations in the PRC, the PRC courts shall impose reciprocal restrictions
on the litigation rights of citizens, enterprises and organizations in that country. A foreign
individual, a stateless person, a foreign enterprise or a foreign organization must engage a PRC
lawyer in case he or it needs to engage a lawyer for the purpose of initiating actions or
defending against litigations at a PRC court. In accordance with the international treaties to
which the PRC is a signatory or participant or according to the principle of reciprocity, a
people’s court and a foreign court may request each other to serve documents, conduct
investigation and collect evidence and conduct other actions on its behalf. All parties to a civil
action shall perform the legally effective judgements and rulings. If any party to a civil action
refuses to abide by a judgement or ruling made by a people’s court or an award made by an
arbitration tribunal in the PRC, the other party may apply to the people’s court for the
enforcement of the same within two years. If a party fails to satisfy within the stipulated period
a judgement which the court has granted an enforcement approval, the court may, upon the
application of the other party, mandatorily enforce the judgement on the party.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
– IV-4 –


--- page 410 ---
With respect to a legally effective judgment or ruling rendered by a People’s Court, where
the enforcee or its properties is/are not located in the PRC, and the parties concerned request
for enforcement, the parties concerned may submit an application directly to a foreign court
which has jurisdiction for ratification and enforcement. For a judgment or ruling made by a
foreign court which has come into legal effect for which recognition and enforcement are
applied or requested, where a people’s court concludes, upon examination pursuant to the
international treaty concluded or acceded to by the PRC or under the principle of reciprocity,
that it does not violate the basic principles of the laws of the PRC and damage the sovereignty,
security or public interest, the people’s court shall rule on recognition of the validity.
THE COMPANY LA W, THE OVERSEAS LISTING TRIAL MEASURES AND THE
GUIDELINES ON THE ARTICLES OF ASSOCIATION
The Company Law () which was promulgated on 29 December 1993 by the
SCNPC, last amended on 29 December 2023 and came into effect on 1 July 2024 regulates the
organization and operation of companies and protects the legitimate rights and interests of
companies, shareholders, employees and creditors.
The Trial Administrative Measures for Overseas Securities Offering and Listing by
Domestic Companies (, the “ Overseas
Listing Trial Measures ”) promulgated by the CSRC on 17 February 2023 with effect from 31
March 2023 are applicable to the overseas securities offering and listing by the PRC domestic
companies.
The Guidelines on the Articles of Association for Listed Companies (ܸ
ˏ, the “ Articles Guidelines ”) last amended by the CSRC on March 28, 2025 with effect
from the same date provides the guidance for the company’s articles of association.
Accordingly, the contents as provided in the Articles Guidelines have been included in the
Articles of Association of our Company.
Set out below is a summary of the principal provisions of the Company Law, the Overseas
Listing Trial Measures and the Articles Guidelines applicable to our Company.
General
A joint-stock limited liability company (“ company ”) refers to a corporate legal person
established in China under the PRC Company Law with independent legal person properties
and entitlements to such legal person properties. The liability of the company is limited to the
total amount of all assets it owns and the liability of its shareholders is limited to the extent
of the shares they subscribe for.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
– IV-5 –


--- page 411 ---
Incorporation
A company may be incorporated by promotion or subscription. A company may be
incorporated by a minimum of one but no more than 200 promoters, more than half of whom
shall have their domiciles within the territory of the PRC. Companies incorporated by
promotion are companies with the registered capital entirely subscribed for by the promoters.
Where companies are incorporated by subscription, the promoters shall subscribed for not less
than 35% of the total shares that shall be issued at the time of the establishment of the company
as provided for in the articles of association; however, where laws and administrative
regulations provide otherwise, such provisions shall prevail.
The registered capital of the company shall be the total share capital of the issued shares
as registered with the company registration authority. Before the capital for the shares
subscribed for by the promoters are paid in full, the company may not offer any share to others.
Promoters shall fully subscribe for the shares that shall be issued at the time of the
establishment of the company as provided for in the articles of association and make full
payment for the shares they have subscribed for prior to the establishment of a company. If a
promoter makes its capital contributions in non-monetary property, the procedures for the
transfer of the property rights therein shall be gone through according to law. Promoters who
fail to pay up their capital contributions in accordance with the foregoing provisions shall
assume default liabilities in accordance with the covenants set out in the promoters’ agreement.
Promoters of a joint stock limited company established by means of stock floatation shall,
within 30 days after full payment has been made for the shares to be issued at the time of
establishment, hold an establishment meeting of the company. The promoters shall notify each
subscriber of the date of the meeting or make a public announcement 15 days before the
meeting is held. The establishment meeting may not be held unless the subscribers who hold
more than half of the voting rights attend the meeting. Where a joint stock limited company
is established by means of promotion, the convening and voting procedures for the
establishment meeting shall be prescribed by the articles of association of the company or the
agreement of the promoters.
The board of directors shall, within 30 days after the end of the establishment meeting of
a company, authorize a representative to file an application for registration of establishment
with the company registration authority. The company is formally established and has the
status of a legal person after the approval for registration has been given and a business license
has been issued by the relevant registration authority. If a promoter fails to make its capital
contributions on schedule and in full amount, it shall, apart from making full amount capital
contributions to the company, be liable for compensation for the losses it causes to the
company. Where any promoter fails to make payment for the shares subscribed for, or the
actual value of the non-monetary property used as capital contributions is obviously lower than
the shares subscribed for, other promoters shall bear several and joint liability with such
promoter to the extent of the insufficient capital contributions.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
– IV-6 –


--- page 412 ---
If the shares to be issued have not been fully subscribed for at the time of the
establishment of a company, or the promoters fail to hold an establishment meeting within 30
days after the full payment has been made for the shares to be issued, subscribers may claim
against the promoters for refund of the payment for shares plus the interest on the bank deposits
for the same term.
In cases where the company is not established, the legal consequences shall be borne by
the shareholders at the time of establishment; if there are two or more shareholders at the time
of establishment, they shall have joint and several claims and bear joint and several liabilities.
If a shareholder at the time of establishment causes harm to another person due to
performance of their responsibilities for the establishment of the company, the company or
other faultless shareholders may seek to recover any resulting compensation liability borne by
them from the shareholder at fault.
Share capital
The promoters may make capital contribution in currencies, or non-monetary assets such
as in kind, intellectual property rights or land use rights which can be appraised with monetary
value and transferred lawfully, except for assets which are prohibited from being contributed
as capital by the laws or administrative regulations. If a capital contribution is made in
non-monetary assets, a valuation of the assets contributed must be carried out in accordance
with the laws or administrative regulations on valuation without any over-valuation or
under-valuation.
Shares shall be issued under the principle of fairness and impartiality and each share of
the same class shall carry the same rights. Shares of the same class in the same issue shall be
issued at the same price and on the same conditions. The same price shall be paid for each share
subscribed for by a subscriber.
A PRC domestic company shall file with the CSRC before offering its shares to the public
overseas. Pursuant to the Overseas Listing Trial Measures, the target investors for overseas
issuance and listing of a domestic company shall be overseas investors, except as in
compliance with the Overseas Listing Trial Measures or otherwise provided by the state.
Under the PRC Company Law, a company shall prepare a shareholder register and place
it within its premises which sets forth the following matters:
(i) name and domicile of each shareholder;
(ii) class and number of shares subscribed for by each shareholder;
(iii) serial number of shares if the shares are issued in paper form; and
(iv) the date on which each shareholder obtained the shares.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
– IV-7 –


--- page 413 ---
Increase of registered capital
According to the Company Law, if a company proposes to issue new shares, its
shareholders’ meeting shall make a resolution about the following matters:
(i) the class and amount of the new shares;
(ii) the issuing price of the new shares;
(iii) the beginning and ending dates for the issuance of the new shares;
(iv) the class and amount of the new shares to be issued to the original shareholders; and
(v) if any no par value share is issued, the proceeds from the issuance of the new shares
shall be included into the registered capital.
Save for the above-mentioned shareholder approval requirement, for a public offering of
new shares, the Securities Law of the PRC (, the “ Securities
Law”) provides that the company shall:
(i) the company has a sound and well-functioning organization structure;
(ii) the company is a going concern;
(iii) the auditor has issued non-qualified audit reports for the company’s financial
accounting documents for the past three years;
(iv) the company and its controlling shareholders and de facto controllers have not had
any criminal records in the past three years in relation to corruption, bribery,
embezzlement, misappropriation of assets and breach of socialist market economic
order; and
(v) other requirements as prescribed by the securities regulatory authority of the State
Council approved by the State Council.
Reduction of registered capital
A company may reduce its registered capital in accordance with the following procedures
prescribed by the PRC Company Law:
(i) the company shall prepare a balance sheet and an inventory of the assets;
(ii) the reduction of registered capital must be approved by shareholders’ meeting;
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(iii) the company shall inform its creditors of the reduction in registered capital within
10 days and publish an announcement of the reduction in the newspaper or the
National Enterprise Credit Information Publicity System (ʮͪӻ
୕) within 30 days after the resolution approving the reduction has been passed;
(iv) the creditors shall, within thirty (30) days from the date they receive the written
notice, or within forty five (45) days from the date the announcement is made in the
case of those who have not received such written notice, have the right to claim full
repayment of their debts or provision of a corresponding guarantee from the
company; and
(v) the company must apply to the company registration authority for registration of the
reduction in registered capital.
Repurchase of shares
A company may not purchase its own shares except under any of the following
circumstances:
(i) reducing the registered capital of the company;
(ii) merging with another company that hold shares in the company;
(iii) applying the shares for the staff shareholding scheme or as share incentives;
(iv) shareholders who disagree with the resolutions for the merger and separation of the
company made in general meeting may demand the company to purchase their
shares;
(v) utilising the shares for conversion of corporate bonds which are convertible into
shares issued by the company;
(vi) it is necessary for a listed company to maintain its company value and its
shareholders’ interests.
Where the company needs to purchase its own shares under any of the circumstances set
out in clauses (i) and (ii) under the preceding article, it shall be subject to a resolution of the
general meeting. Where the company needs to purchase its own shares under any of the
circumstances set out in clauses (iii), (v) and (vi) under the preceding article, it shall be made
as prescribed by the articles or under the authorization by the general meeting and approved
by way of a resolution at the board meeting attended by more than two thirds of the directors
of the company.
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After the company purchases its own shares under the circumstance set out in clauses (i),
it shall cancel the purchased shares within 10 days after the purchase; while under either
circumstance set out in clauses (ii) or (iv), it shall transfer them or write them off within six
months; while under any of the circumstances set out in clauses (iii), (v) or (vi), the aggregate
number of shares of the company held by itself shall not exceed 10% of its total shares in issue
and the company shall transfer them or write them off within three years.
A listed company purchasing its own shares shall perform the obligation of information
disclosure according to the Securities Law. A listed company purchasing its own shares under
any of the circumstances set out in clauses (iii), (v) and (vi) shall carry out trading in a public
and centralized manner.
A company may not accept its own shares as the subject matter of a pledge.
Transfer of shares
The shares of the Company shall be transferred according to the law.
According to the Company Law, a shareholder may transfer its shares on a stock exchange
established in accordance with law or by any other means as required by the State Council.
Stocks may be transferred by a shareholder in the form of endorsement or by any other means
prescribed by the relevant laws or administrative regulations. After the transfer, the company
shall record the name and domicile of the transferee in the register of shareholders. The register
of shareholders shall not be modified within 20 days before any shareholders’ meeting is held,
or within 5 days prior to the benchmark date decided by the company for the distribution of
dividends. Where it is otherwise provided for in any law, administrative regulation or by the
securities regulatory authority of the State Council for the modification of the register of
shareholders of a listed company, such provisions shall prevail.
According to the Company Law, shares of the company issued prior to the public offering
of shares may not be transferred within one year of the date the company are listed and traded
on the stock exchange. Where any laws, administrative regulations, or the securities regulatory
authority under the State Council have other provisions regarding the transfer of shares of a
listed company by its shareholders or actual controllers, those provisions shall prevail.
Directors, supervisors and the senior management of a company shall declare to the
company their shareholdings in it and any changes in such shareholdings. During their terms
of office, they may transfer no more than 25% of the total number of shares they hold in the
company every year. They shall not transfer the shares they hold within one year of the date
of the company’s listing on a stock exchange, nor within six months after they leave their
positions in the company. The articles of association may set out other restrictive provisions
in respect of the transfer of shares in the company held by its directors, supervisors and the
senior management.
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Shareholders
Under the Company Law and the Articles Guidelines, the shareholders of the company
shall have the following rights:
(i) obtaining dividends and other forms of profit distribution according to the numbers
of shares held by them;
(ii) requesting to convene, convening, presiding over, and attending in person or by
proxy the shareholders’ meetings and exercising their corresponding voting rights,
according to the law;
(iii) overseeing the operations of the Company and offering recommendations or making
inquiries;
(iv) transferring, donating or pledging their shares in accordance with laws,
administrative regulations and the articles of association;
(v) consulting and copying the articles of association, register of shareholders, minutes
of shareholders’ meetings, resolutions adopted at the meetings of the board of
directors, and financial accounting reports. Shareholders complying with the
provisions may consult the Company’s accounting books and accounting vouchers;
(vi) participating in the distribution of residual assets of the company according to the
numbers of shares held by them when the company is terminated or liquidated;
(vii) requiring the company to purchase their shares if they are against a combination or
division resolution of the shareholders’ meeting;
(viii) other rights as set out by laws, administrative regulations, departmental rules, and
the articles of association.
The obligations of shareholders include the obligation to abide by the company’s articles
of association, to pay the subscription monies in respect of the shares subscribed for, to be
liable for the company’s debts and liabilities to the extent of the amount of subscription monies
agreed to be paid in respect of the shares taken up by them and any other shareholder obligation
specified in laws, administrative regulations, regulatory documents and the articles of
association.
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Shareholders’ general meeting
The general meeting is the organ of authority of the company, which exercises its powers
in accordance with the Company Law. The general meeting may exercise its powers:
(i) to elect and remove the directors and supervisors and to decide on their
remunerations;
(ii) to review and approve the reports of the board of directors;
(iii) to review and approve the reports of the board of supervisors;
(iv) to review and approve the company’s profit distribution proposals and loss recovery
proposals;
(v) making resolutions on the increase or decrease of the registered capital of the
company;
(vi) making resolutions on the issuance of corporate bonds;
(vii) making resolutions on the merger, division, dissolution, liquidation or change of
corporate form of the company;
(viii) to amend the company’s articles of association; and
(ix) to exercise any other authority stipulated in the articles of association.
The shareholders’ meeting may authorize the board of directors to make resolutions
regarding the issuance of corporate bonds.
A shareholders’ general meeting is required to be held once every year. If any of the
following circumstances occurs, an extraordinary shareholders’ meeting shall be held within
two months:
(i) the number of directors is less than two thirds of the number as provided for by the
Company Law or the articles of association;
(ii) the outstanding losses of the company reach one-third of the company’s total share
capital;
(iii) shareholders individually or in aggregate holding 10% or more of the company’s
shares request that an extraordinary general meeting shall be convened;
(iv) the board deems it necessary;
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(v) the board of supervisors so requests; or
(vi) any other circumstances as provided for in the articles of association.
The shareholders’ meeting shall be convened by the board of directors and presided over
by the chairman of the board of directors. In the event that the chairman is incapable of
performing or is not performing his duties, the meeting shall be presided over by the vice
chairman. In the event that the vice chairman is incapable of performing or is not performing
his duties, a director nominated by half or more of the directors shall preside over the meeting.
Where the board of directors is incapable of performing or is not performing its duties to
convene the general meeting, the board of supervisors shall convene and preside over such
meeting in a timely manner. If the board of supervisors fails to convene and preside over such
meeting, shareholders individually or in aggregate holding 10% or more of the company’s
shares for 90 days or more consecutively may unilaterally convene and preside over such
meeting.
In accordance with the Company Law, a notice of the general meeting stating the date and
venue of the meeting and the matters to be considered at the meeting shall be given to all
shareholders 20 days before the meeting. A notice of extraordinary general meeting shall be
given to all shareholders 15 days prior to the meeting.
Under the Company Law, a single shareholder who holds, or several shareholders who
jointly hold, 1% or more of the shares of the company may submit an interim proposal in
writing to the board of directors 10 days before the general meeting is held. The interim
proposal shall contain a clear topic for discussion and specific matters for resolution. The board
of directors shall, within two days upon receipt of the proposal, notify the other shareholders,
and submit the said interim proposal to the general meeting for deliberation, unless the interim
proposal is in violation of any law, administrative regulation or the articles of association or
fails to fall into the scope of functions of the shareholders’ general meeting.
The general meeting shall not make resolutions on matters that are not clearly listed in
the notices given to the shareholders.
There is no specific provision in the Company Law regarding the number of shareholders
constituting a quorum in a shareholders’ meeting.
Shareholders present at a shareholders’ general meeting have one vote for each share they
hold, except for shareholders of classified shares, save that shares held by the company are not
entitled to any voting rights. Resolutions of the general meeting must be passed by more than
half of the voting rights held by shareholders present at the meeting. A resolution made at the
general meeting on modifying the articles of association, increasing or reducing the registered
capital as well as merger, division, dissolution or change of the corporate form shall be adopted
by two thirds or more of the voting rights held by the shareholders who attend the meeting.
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Where the Company Law and the articles of association provide that the transfer or
acquisition of significant assets or the provision of external guarantees by the company must
be approved by way of resolution of the general meeting, the directors shall convene a
shareholders’ general meeting promptly to vote on such matters. An accumulative voting
system may be adopted for the election of directors and supervisors at the general meeting
pursuant to the provisions of the articles of association or a resolution of the general meeting.
Under the accumulative voting system, each share shall be entitled to the number of votes
equivalent to the number of directors or supervisors to be elected at the general meeting, and
shareholders may consolidate their votes for one or more directors or supervisors when casting
a vote.
Minutes shall be prepared in respect of matters considered at the general meeting and the
presider and the directors attending the meeting shall endorse such minutes by signature. The
minutes shall be kept together with the shareholders’ attendance register and the proxy forms.
Board of directors
The board of directors of a company shall consist of three or more members, and may
include employee representatives among them. In the case of a company with three hundred or
more employees, except when a board of supervisors has been established including a number
of employee representatives among its members as required by the law, the company’s board
of directors shall include employee representatives among its members. An employee
representative on the board of directors shall be elected by the company’s employees through
the employee representative assembly, employee assembly, or other forms of democratic
elections.
The term of a director shall be stipulated in the articles of association, provided that no
term of office shall last for more than three years. A director may serve consecutive terms if
re-elected. A director shall continue to perform his/her duties as a director in accordance with
the laws, administrative regulations and the articles of association until a duly re-elected
director takes office, if re-election is not conducted in a timely manner upon the expiry of
his/her term of office or if the resignation of directors results in the number of directors being
less than the quorum.
Under the Company Law, the board of directors may exercise the following functions and
powers:
(i) to convene shareholders’ general meetings and report its work to the shareholders’
general meetings;
(ii) to implement the resolution of the shareholders’ general meeting;
(iii) to decide on the company’s operational plans and investment proposals;
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--- page 420 ---
(iv) to formulate the company’s profit distribution proposals and loss recovery
proposals;
(v) to formulate proposals for the increase or reduction of the company’s registered
capital and the issuance of corporate bonds;
(vi) to formulate proposals for the merger, division or dissolution of the company or
change of corporate form;
(vii) to decide on the setup of the company’s internal management organs;
(viii) to decide on the appointment or dismissal of the general manager of the company
and the remuneration thereof, and, according to the nomination of the general
manager, to decide on hiring or dismissing deputy general managers and financial
officer of the company as well as their remuneration;
(ix) to formulate the company’s basic management system; and
(x) other functions and powers specified in the articles of association or granted by the
shareholders’ meeting
The board of directors shall convene at least two meetings every year. Each meeting shall
be notified to all directors and supervisors 10 days before it is held. Interim board meetings
may be proposed to be convened by shareholders representing more than 10% or more of the
voting rights, more than one-third of the directors or the supervisory board. The chairman of
the board of directors shall, within 10 days upon receipt of such a proposal, convene and
preside over the board meetings. If the board of directors holds an interim meeting, it may
separately decide the method and time limit for the notification on convening the board
meetings. The board meetings shall be held only if more than half of the directors are present.
Resolutions of the board shall be passed by more than half of all directors. For voting on a
resolution of the board of directors, each director shall have one vote. The directors shall attend
the meeting of the board of directors in person. Where any director is unable to attend the
meeting for any reason, he/she may, by issuing a written power of attorney, entrust another
director to attend the meeting on his/her behalf. The power of attorney shall indicate the scope
of authorization. The board of directors shall prepare minutes regarding the decisions on the
matters discussed at the meetings, which shall be signed by the directors present.
The directors shall be responsible for the resolutions made by the board of directors.
Where a resolution of the board of directors is in violation of any law, administrative
regulation, article of association or resolution of the shareholders’ meeting and causes any
serious loss to the company, the directors who participate in voting on such resolution shall be
liable for compensation to the company. If a director is proved to have expressed his/her
objection to the voting on such resolution and such objection has been recorded in the minutes,
such director may be exempted from liability.
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Under the Company Law, the following persons may not serve as a director of a company:
(i) a person who has no capacity for civil conduct or has limited capacity for civil
conduct;
(ii) a person who has been subjected to criminal punishment for corruption, bribery,
embezzlement or misappropriation of property, or disruption of the economic order
of the socialist market, or who has ever been deprived of political rights due to a
criminal conviction, and five years have not elapsed since the term of punishment
was completed, or in the case of a suspended sentence, two years have not elapsed
since the probation period was completed;
(iii) a person who has been a former director, factory manager or manager of a company
or an enterprise that has entered into in solvent liquidation and who was personally
liable for the insolvency of such company or enterprise, where less than three years
have elapsed since the date of the completion of the bankruptcy and liquidation of
the company or enterprise;
(iv) Any former legal representative of a company or enterprise which has had its
business license revoked or been ordered to shut down due to any violation of the
law, and where the individual was personally responsible for the situation, and three
years have not elapsed since the date of revocation of business license or shutdown
order; and
(v) a person identified as a subject of enforcement for breach of trust by the people’s
court for failure to repay a significant amount of overdue debts.
Where the election or appointment of any director is in violation of the preceding
paragraph, it shall be invalidated.
Under the Company Law, the board of directors shall have one chairman and may have
vice chairmen. The chairman and the vice chairmen shall be elected by more than half of all
the directors. The chairman shall convene and preside over the board meetings and review the
implementation of the resolution of the board of directors. The vice chairmen shall assist the
chairman to perform his/her duties. Where the chairman is incapable of performing or is not
performing his/her duties, the duties shall be performed by the vice chairman. Where the vice
chairman is incapable of performing or is not performing his/her duties, a director nominated
by more than half of the directors shall perform his/her duties.
A company may, as stipulated in its articles of association, establish an audit committee
composed of directors in the board of directors to exercise the functions and powers prescribed
for the board of supervisors by the Company Law, without establishing a board of supervisor
or supervisors.
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Supervisory board
A company shall have a supervisory board composed of three or more members. The
supervisory board consists of shareholders’ representatives and an appropriate proportion of
employees’ representatives of the company, among which the proportion of the employees’
representatives shall not be lower than one third, and the actual proportion shall be determined
in the articles of association. Employees’ representatives at the supervisory board shall be
elected by the company’s employees through the employee representative assembly, employee
assembly, or other forms of democratic elections. Directors and senior management shall not
act concurrently as supervisors. The supervisory board shall appoint a chairman and may have
vice chairmen. The chairman and the vice chairmen of the supervisory board shall be elected
by more than half of the supervisors.
The chairman of the supervisory board shall convene and preside over supervisory board
meetings. Where the chairman of the supervisory board is incapable of performing or is not
performing his/her duties, the vice chairman of the supervisory board shall convene and preside
over supervisory board meetings. Where the vice chairman of the supervisory board is
incapable of performing or is not performing his/her duties, a supervisor nominated by more
than half of the supervisors shall convene and preside over supervisory board meetings.
Each term of office of a supervisor is three years and he/she may serve consecutive terms
if reelected. If a supervisor fails to be reelected timely upon expiration of the term of office,
or the resignation of a supervisor during term of office results in the number of the members
of supervisory board being less than the quorum, the original supervisor shall, before a newly
elected supervisor takes office, continue to exercise the duties of the supervisor according to
the law, administrative regulations and the articles of association.
The supervisory board may exercise the following functions and powers:
(i) to review the company’s financial affairs;
(ii) to supervise the directors and senior management in their performance of their
duties and to propose the removal of directors and senior management who have
violated any laws, regulations, the articles of association or the resolutions of the
shareholders’ meeting;
(iii) when the acts of directors or senior managements are detrimental to the company’s
interests, to require the directors and senior managements to correct such acts;
(iv) to propose the convening of extraordinary shareholders’ general meetings and to
convene and preside over shareholders’ general meetings when the board of
directors fails to perform the duty of convening and presiding over shareholders’
general meetings under the Company Law;
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(v) to submit proposals to the shareholders’ general meetings;
(vi) to bring actions against directors and senior managements pursuant to the relevant
provisions of the Company Law; and
(vii) other functions and powers stipulated in the articles of association.
A joint stock limited company may, in accordance with the provisions of the Articles,
establish an audit committee composed of directors on the Board to exercise the functions and
powers of the Board of Supervisors in place of establishing the Board of Supervisors.
On December 27, 2024, the CSRC issued relevant transitional arrangements for the
implementation of the supporting systems and rules of the new Company Law. Before January
1, 2026, a listed company shall stipulate in the Articles that the Board shall establish an audit
committee to exercise the functions and powers of the Board of Supervisors as stipulated in the
Company Law in accordance with the Company Law, the Regulations of the State Council on
the Implementation of the Registered Capital Registration Management System under the
Company Law of the People’s Republic of China (݄<ج
>) and the relevant supporting systems and rules of the CSRC.
Before a listed company adjusts the establishment of its internal supervision structure, the
Board of Supervisors or supervisors shall continue to abide by the requirements of the previous
system and rules of the CSRC.
General manager and senior management
A company shall have a general manager who shall be appointed or removed by the board
of directors. The general manager shall be responsible to the board of directors and exercise
his/her functions and powers according to the articles of association or the authorization of the
board of directors.
The general manager shall be present at meetings of the board of directors.
According to the Company Law, senior management refers to the general manager, deputy
general manager, financial officer, secretary to the board of a listed company, and other persons
as stipulated in the articles of association.
Duties of directors, supervisors, and senior managements
Directors, supervisors, and senior managements are required under the Company Law to
comply with the relevant laws, regulations and the articles of association. Directors,
supervisors, and senior managements shall assume the obligation of loyalty to the company and
take measures to avoid the conflict between their own interests and those of the company and
may not seek any improper interests by taking advantage of their powers. Directors,
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supervisors, and senior managements shall assume the duty of diligence to the company. When
performing their duties, they shall, for the best interests of the company, exercise the
reasonable care that shall be generally possessed by a manager.
Directors, supervisors, and senior managements are prohibited from:
(i) embezzling company property or misappropriating company funds;
(ii) depositing company funds into accounts under their own names or the names of
other individuals;
(iii) giving bribes or accepting any other illegal proceeds by taking advantage of their
power;
(iv) personally accepting commissions on transactions to which the company is a party;
(v) unauthorized divulgence of confidential information of the company; and
(vi) other acts in violation of their duty of loyalty to the company.
Income generated by directors, supervisors, and senior managements in violation of
aforementioned provisions shall be returned to the company.
A director, supervisor or senior management who contravenes any law, regulation or the
company’s articles of association in the performance of his/her duties resulting in any loss to
the company shall be liable to the company for compensation.
Where a director, supervisor or senior management is required to attend a shareholders’
general meeting, such director, supervisor or senior management shall attend the meeting and
answer the inquiries from shareholders. Directors and senior management shall truthfully
provide relevant information and materials to the supervisory board, or if a limited liability
company has no supervisory board, supervisors, without impeding the discharge of duties by
the supervisory board or supervisors.
Where a director or senior management contravenes law, administrative regulation or the
articles of association in the performance of his/her duties resulting in any loss to the company,
shareholder(s) holding individually or in aggregate more than 1% of the company’s shares
consecutively for over 180 days may request in writing that the supervisory board institute
litigation at a people’s court on its behalf. Where the supervisor violates the laws or
administrative regulations or the articles of association in the discharge of its duties resulting
in any loss to the company, such shareholder(s) may request in writing that the board of
directors institutes litigation at a people’s court on its behalf.
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If the supervisory board or the board of directors refuses to institute litigation after
receiving this written request from the shareholder(s), or fails to institute litigation within 30
days of the date of receiving the request, or in case of emergency where failure to institute
litigation immediately will result in irrecoverable damage to the company’s interests, such
shareholder(s) shall have the power to institute litigation directly at a people’s court in its own
name for the company’s benefit.
For other parties who infringe the lawful interests of the company resulting in loss to the
company, such shareholder(s) may institute litigation at a people’s court in accordance with the
procedure described above.
Where a director or senior management contravenes any laws, administrative regulations
or the articles of association in infringement of shareholders’ interests, a shareholder may also
institute litigation at a people’s court.
Finance and accounting
A company shall establish its own financial and accounting systems according to the laws,
administrative regulations and the provisions of the financial department of the State Council.
At the end of each financial year, a company shall prepare a financial report which shall be
audited by an accounting firm in accordance with the laws. The financial and accounting
reports shall be prepared in accordance with the laws, administrative regulations and the
provisions of the financial department of the State Council.
The company’s financial and accounting reports shall be made available for shareholders’
inspection at the company 20 days before the convening of an annual general meeting. A joint
stock limited company that makes public stock offerings shall publish its financial and
accounting reports.
When distributing each year’s profits after taxation, the company shall set aside 10% of
its profits after taxation for the company’s statutory common reserve fund until the fund has
reached 50% or more of the company’s registered capital. When the company’s statutory
common reserve fund is not sufficient to make up for the company’s losses for the previous
years, the current year’s profits shall first be used to make good the losses before any allocation
is set aside for the statutory common reserve fund. After the company has made allocations to
the statutory common reserve fund from its profits after taxation, it may, upon passing a
resolution at a shareholders’ general meeting, make further allocations from its profits after
taxation to the discretionary common reserve fund. After the company has made good its losses
and made allocations to its discretionary common reserve fund, the remaining profits after
taxation shall be distributed in proportion to the number of shares held by the shareholders,
unless otherwise stipulated in the articles of association.
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Profits distributed to shareholders by a resolution of a shareholders’ general meeting or
the board of directors in violation of the Company Law must be returned to the company. The
company shall not be entitled to any distribution of profits in respect of shares held by it.
The premium received from the issuance of shares by the company at a price exceeding
the face value of the shares, the amount of capital obtained from the issuance of non-par value
shares that is not included in the registered capital, and other items stipulated by financial
department of the State Council to be included in the capital reserve, shall be included in the
capital reserve. The common reserve fund of a company shall be applied to make good the
company’s losses, expand its business operations or increase its registered capital. When using
a company’s reserves to cover its losses, any discretionary reserve and statutory reserve
balances shall first be used to cover such losses; if there is still a shortfall, the capital reserve
may be used in accordance with regulations. Upon the transfer of the statutory common reserve
fund into capital, the balance of the fund shall not be less than 25% of the registered capital
of the company before such transfer.
The company shall have no accounting books other than the statutory books. The
company’s funds shall not be deposited in any account opened under the name of any
individual.
Appointment and dismissal of auditors
Pursuant to the Company Law, the appointment or dismissal of an accounting firm
responsible for the company’s auditing shall be determined by shareholders’ general meeting,
the board of directors or supervisory board in accordance with the articles of association. The
accounting firm should be allowed to make representations when shareholders’ general
meeting, the board of directors or supervisory board conducts a vote on the dismissal of the
accounting firm on their respective meetings. The company should provide true and complete
accounting evidence, accounting books, financial and accounting reports and other accounting
information to the engaged accounting firm without any refusal or withholding or falsification
of information.
Profit distribution
According to the Company Law, a company shall not distribute profits before losses are
covered and the statutory common reserve fund is provided.
Amendments to the articles of association
Pursuant to the Company Law, the resolution of a shareholders’ general meeting regarding
any amendment to a company’s articles of association requires affirmative votes by more than
two-thirds of voting rights held by shareholders attending the meeting.
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Dissolution and liquidation
Pursuant to the Company Law, a company shall be dissolved for any of the following
reasons:
(i) the term of its operation set out in the articles of association has expired or other
events of dissolution specified in the articles of association have occurred;
(ii) dissolution by a resolution of shareholders’ general meeting;
(iii) dissolution due to the merger or division of the company;
(iv) the business license of the company is revoked or the company is ordered to close
down or to be dissolved in accordance with the laws; or
(v) the company is dissolved by a people’s court in response to the request of
shareholders holding shares that represent more than 10% of the voting rights of all
shareholders of the company, on the grounds that the operations and management of
the company have suffered serious difficulties that cannot be resolved through other
means, rendering on-going existence of the company a cause for significant losses
to the shareholders.
In cases where a company falls under the circumstances specified in subparagraph (i) or
(ii) above and has not yet distributed its assets to shareholders, it may continue its existence
by amending its articles of association or by resolution of the shareholders’ meeting. The
amendments to the articles of association or the resolution of the shareholders’ meeting in
accordance with the provisions described above shall require the approval of more than
two-thirds of voting rights of shareholders attending a shareholders’ general meeting.
Where the company is dissolved under the circumstances set forth in paragraph (i), (ii),
(iv) or (v) above, it shall be liquidated. The directors, who are the liquidation obligors of the
company, shall establish a liquidation committee to carry out liquidation within 15 days of the
date on which the dissolution matter occurs. The liquidation group shall be composed of the
directors, unless it is otherwise provided for in the company’s articles of association or it is
otherwise elected by the shareholders’ general meeting. If a liquidation committee is not
established within the prescribed period, any interested party may file an application with a
people’s court and request the court to appoint relevant persons to form a liquidation committee
to conduct the liquidation. The people’s court should accept such application and form a
liquidation committee to conduct liquidation in a timely manner.
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The liquidation committee may exercise following functions and powers during the
liquidation:
(i) to dispose of the company’s assets and to prepare a balance sheet and an inventory
of assets, respectively;
(ii) to notify the company’s creditors or publish announcements;
(iii) to deal with any outstanding business related to the liquidation;
(iv) to pay any overdue tax together with any tax arising during the liquidation process;
(v) to settle the company’s financial claims and liabilities;
(vi) to distribute the company’s remaining assets after its debts have been paid off; and
(vii) to represent the company in any civil procedures.
The liquidation committee shall notify the company’s creditors within 10 days of its
establishment, and publish an announcement in newspapers or on the National Enterprise
Credit Information Publicity System within 60 days.
A creditor shall lodge his claim with the liquidation committee within 30 days of receipt
of the notification or within 45 days of the date of the announcement if he/she has not received
any notification. A creditor shall, in making the claim, state all matters relevant to his/her
creditor’s rights and furnish relevant evidence. The liquidation committee shall register such
creditor’s rights. The liquidation committee shall not make any settlement to creditors during
the period of the claim.
Upon disposal of the company’s property and preparation of the balance sheet and
inventory of assets, the liquidation committee shall draw up a liquidation plan and submit this
plan to a shareholders’ general meeting or a people’s court for endorsement. The remaining
assets of the company, after payment of liquidation expenses, employee wages, social
insurance expenses and statutory compensation, outstanding taxes and the company’s debts,
shall be distributed to shareholders in proportion to the shares held by them. The company shall
continue to exist during the liquidation period, although it cannot engage in operating activities
that are not related to the liquidation. The company’s property shall not be distributed to
shareholders before settlements are made in accordance with the requirements described above.
Upon liquidation of the company’s property and preparation of the required balance sheet
and inventory of assets, if the liquidation committee becomes aware that the company does not
have sufficient assets to meet its liabilities, it must apply to a people’s court for a declaration
of bankruptcy in accordance with the laws. Following such declaration by the people’s court,
the liquidation committee shall hand over the administration of the liquidation to the
bankruptcy administrator designated by the people’s court.
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Upon completion of the liquidation, the liquidation committee shall submit a liquidation
report to the shareholders’ general meeting or the people’s court for confirmation. Following
such confirmation, the report shall be submitted to the company registration authority to apply
for the company’s registration. Members of the liquidation committee are required to perform
their duties of liquidation are obliged to loyalty and diligence. Any member of the liquidation
committee neglects to fulfill his/her liquidation duties, thus causing any loss to the company
shall be liable for compensation, and any member of the liquidation group who cause any loss
to any creditor due to his/her intentional or gross negligence shall be liable for compensation.
Liquidation of a company declaring bankruptcy according to laws shall be processed in
accordance with the laws on corporate bankruptcy.
Overseas listing
Pursuant to the Overseas Listing Trial Measures, if a PRC domestic company submits an
initial public offering application to an overseas regulatory authority or an overseas stock
exchange, the issuer shall file with the CSRC within three business days after submitting the
application.
Suspension and termination of listing
The Company Law has deleted provisions governing suspension and termination of
listing. The Securities Law has also deleted provisions regarding suspension of listing. Where
listed securities fall under the delisting circumstances stipulated by the stock exchange, the
stock exchange shall terminate its listing and trading in accordance with the business rules.
Pursuant to the Overseas Listing Trial Measures, in the case of voluntary or mandatory
termination of listing, the issuer shall report the specific situation to the CSRC within three
business days from the date of the occurrence and public disclosure of the relevant event.
Merger and division
Pursuant to the Company Law, a merger agreement shall be signed by the merging
companies and the involved companies shall prepare their respective balance sheets and
inventory of assets. The companies shall within 10 days of the date of passing the resolution
approving the merger notify their respective creditors and publicly announce the merger in
newspaper or on the National Enterprise Credit Information Publicity System within 30 days.
A creditor may, within 30 days of receipt of the notification, or within 45 days of the date of
the announcement if he/she has not received the notification, demand the company to settle any
outstanding debts or provide relevant guarantees. In case of a merger, the credits and debts of
the merging parties shall be assumed by the surviving or the new company.
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In case of a division, the company’s assets shall be divided and a balance sheet and an
inventory of assets shall be prepared. When a resolution regarding the company’s division is
approved, the company should notify all its creditors within 10 days of the date of passing such
resolution and publicly announce the division in the newspaper or the National Enterprise
Credit Information Publicity System within 30 days. Unless an agreement in writing is reached
with creditors in respect of the settlement of debts, the liabilities of the company which have
accrued prior to such division shall be jointly borne by the separated companies.
The Securities Law and Regulations
The PRC has promulgated a number of regulations that relate to the issuance and trading
of our shares and disclosure of information. In October 1992, the State Council established the
Securities Committee (ึ) and the CSRC. The Securities Committee is
responsible for coordinating the drafting of securities regulations, formulating securities-
related policies, planning the development of securities markets, directing, coordinating and
supervising all securities- related institutions in the PRC and administering the CSRC. The
CSRC is the regulatory arm of the Securities Committee and is responsible for the drafting of
regulatory provisions governing securities markets, supervising securities companies,
regulating public offerings of securities by PRC companies in the PRC or overseas, regulating
the trading of securities, compiling securities-related statistics and undertaking relevant
research and analysis. In April 1998, the State Council consolidated the aforementioned two
departments and reformed the CSRC.
On 22 April 1993, the Provisional Regulations Concerning the Issuance and Trading of
Shares (၍ଣᅲБૢԷ), which were promulgated by the State Council and
came into effect on the same day, govern the application and approval procedures for public
offerings of equity securities, trading in equity securities, the acquisition of listed companies,
deposit, settling and transfer of listed equity securities, as well as the disclosure of information,
investigation, penalties and dispute resolutions with respect to a listed company.
On 25 December 1995, the State Council promulgated the Regulations of the State
Council Concerning Domestic Listed Foreign Shares of Joint Stock Limited Companies ( ਷
). These regulations principally govern the
issuance, subscription, trading and declaration of dividends of domestic listed foreign shares
and disclosure of information of joint stock limited companies having domestic listed foreign
shares.
The Securities Law took effect on 1 July 1999 and was revised as of 28 August 2004, 27
October 2005, 29 June 2013, 31 August 2014 and 28 December 2019, respectively. It was the
first national securities law in the PRC, and is divided into 14 chapters and 226 articles
regulating, among other matters, the issuance and trading of securities, takeovers of listed
companies, securities exchanges, securities companies and the duties and responsibilities of the
State Council’s securities regulatory authorities. The Securities Law comprehensively
regulates activities in the PRC securities market. Article 224 of the Securities Law provides
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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that domestic enterprises must comply with the relevant regulations of the State Council to,
directly or indirectly, issue securities or lists its securities to be traded outside the PRC.
Currently, the issuance and trading of foreign issued shares (including H share) are principally
governed by the rules and regulations promulgated by the State Council and the CSRC.
The CSRC promulgated the Guidelines for the “Full Circulation” Program for Domestic
Unlisted Shares of H-share Listed Companies ( H΅͡ሗ“ஷ”ุਕ
ˏ) on 14 November 2019, with latest amendments issued on 10 August 2023 and effective
on the same day. This provision is to regulate the listing and circulation (“ Full Circulation ”)
of unlisted domestic shares of H-share companies listed on the Hong Kong Stock Exchange
(including unlisted domestic shares held by domestic shareholders before overseas listing,
unlisted domestic shares issued in China after overseas listing and unlisted shares held by
foreign shareholders). Subject to compliance with relevant laws and regulations, as well as the
policy requirements of state-owned assets management, foreign investment and industry
regulation, the holders of unlisted domestic shares may independently determine the number
and proportion of shares for which an application will be filed for circulation, and entrust
H-share companies to file with the CSRC. Unlisted domestic joint-stock limited companies
may file with the CSRC for “Full Circulation” simultaneously at the time of its overseas initial
public offering and listing.
Arbitration and enforcement of arbitral awards
The Arbitration Law of the PRC (, the “ Arbitration Law ”)
was passed on 31 August 1994, became effective on 1 September 1995 and was amended on
27 August 2009, 1 September 2017 and 12 September 2025, and came into effect on 1 March
2026. It is applicable to contract disputes and other property disputes between citizens, legal
persons and other organizations where the parties have entered into a written agreement to refer
the matter to arbitration before an arbitration committee constituted in accordance with the
Arbitration Law. Under the Arbitration Law, an arbitration committee may, before the
promulgation by the PRC Arbitration Association ( ʕ਷΀൒՘ึ) of arbitration regulations,
formulate interim arbitration rules in accordance with the Arbitration Law and the Civil
Procedure Law. Where the parties have by agreement provided arbitration as the method for
dispute resolution, the people’s court will refuse to handle the case, unless the arbitration
agreement is null and void.
Under the Arbitration Law and the Civil Procedure Law, an arbitral award made by the
arbitration body shall be the final. Where an arbitration award has been made and a party
reapplies for arbitration or requests a hearing before the People’s Court upon the same matter,
the arbitration commission or People’s Court shall not deal with the matter. If a party fails to
comply with the award, the other party to the award may apply to the people’s court for
enforcement under the Civil Procedure Law. The people’s court shall enforce the arbitral award
upon receipt of the application. A people’s court may refuse to enforce an arbitral award made
by an arbitration tribunal after verification by collegial bench formed by the people’s court if
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there is any procedural irregularity (including but not limited to the jurisdiction of the
arbitration commission, the making of an award on matters beyond the scope of the arbitration
agreement or irregularity in the composition of the arbitration tribunal or arbitration
proceedings).
A party seeking to enforce an arbitral award of PRC Arbitration Tribunal against a party
who, or whose property, is not within the PRC, may apply to a foreign court with jurisdiction
over the case for enforcement. Similarly, an arbitral award made by a foreign arbitration body
may be recognized and enforced by the PRC courts in accordance with the principles of
reciprocity or any international treaty concluded or participated in by the PRC. The PRC
acceded to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards
(, the “ New Y ork Convention ”) adopted on 10 June 1958
pursuant to a resolution passed by the SCNPC on 2 December 1986. The New Y ork Convention
provides that all arbitral awards made in a state which is a party to the New Y ork Convention
shall be recognized and enforced by other parties to the New Y ork Convention, subject to their
right to refuse enforcement under certain circumstances, including where the enforcement of
the arbitral award is against the public policy of the State to which the arbitration for
enforcement is made. At the time of the PRC’s accession to the New Y ork Convention, the
SCNPC declared that (i) the PRC applies the New Y ork Convention only on the basis of
reciprocity for the recognition and enforcement of arbitral awards made in the territory of any
State party; and (ii) the PRC applies the New Y ork Convention only for disputes arising out of
the contractual and non-contractual commercial legal relationship identifies by the PRC law.
According to the Arrangement of the Supreme People’s Court on Mutual Enforcement of
Arbitral Awards between the Mainland and the Hong Kong Special Administrative Region
(τર) promulgated by the
Supreme People’s Court on 24 January 2000 and became effective on 1 February 2000, and the
Supplementary Arrangement of the Supreme People’s Court on Mutual Enforcement of Arbitral
Awards between the Mainland and the Hong Kong Special Administrative Region ( ௰৷ɛ
໾̂τર) (Articles 1 and 4 became
effective on 27 November 2020, and Articles 2 and 3 became effective on 19 May 2021)
promulgated on 26 November 2020, the courts of the Hong Kong Special Administrative
Region (the “ HKSAR ”) agree to enforce the awards made pursuant to the Arbitration Law by
the arbitral authorities in the Mainland (the list to be supplied by the Legislative Affairs Office
of the State Council (܃through the Hong Kong and Macao Affairs Office of
the State Council (܃and the people’s courts of the Mainland agree to
enforce the awards made in the HKSAR pursuant to the Arbitration Ordinance of the HKSAR.
If the people’s courts of the Mainland find that the enforcement of awards made by the HKSAR
arbitral bodies in the Mainland will be against public interests of the Mainland, or the courts
of the HKSAR decide that the enforcement of the arbitral awards in the HKSAR will be against
public policies of the HKSAR, the awards may not be enforced.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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Judicial judgement and enforcement
According to the Arrangement on Mutual Recognition and Enforcement of Judgements
in Civil and Commercial Matters by the Courts of the Mainland China and of the Hong
Kong Special Administrative Region Pursuant to Agreed Jurisdiction by Parties Concerned
(τ
ર) promulgated by the Supreme People’s Court on 3 July 2008 and implemented on 1
August 2008, where any people’s court of the Mainland or any court of the HKSAR has made
an enforceable final judgment requiring payment of money in a civil and commercial case
pursuant to the written jurisdiction agreement, any party concerned may apply to a people’s
court of the Mainland or a court of the HKSAR for recognition and enforcement of the
judgment. “Written jurisdiction agreement” refers to a written agreement between the parties
concerned giving the exclusive jurisdiction of either the people’s court of the Mainland or the
court of the HKSAR in order to resolve dispute relating to particular legal relation occurred or
likely to occur. Therefore, the party concerned may apply to the court of the Mainland or the
court of the HKSAR to recognize and enforce the final judgement made in the Mainland or the
HKSAR that meet certain conditions of the aforementioned regulations. On 18 January 2019,
the Supreme People’s Court and the HKSAR government signed the Arrangement on
Reciprocal Recognition and Enforcement of Judgements in Civil and Commercial Matters by
the Courts of the Mainland and of the Hong Kong Special Administrative Region (ʫή
τર) (the “ New Arrangement ”),
which seeks to establish a mechanism with greater clarity and certainty for recognition and
enforcement of judgements in wider range of civil and commercial matters between the
HKSAR and the Mainland. The New Arrangement discontinued the requirement for a written
jurisdiction agreement for bilateral recognition and enforcement. The New Arrangement came
into effect on 29 January 2024, after the promulgation of a judicial interpretation by the
Supreme People’s Court and the completion of the relevant legislative procedures in the
HKSAR. The New Arrangement supersedes the Arrangement on Reciprocal Recognition and
Enforcement of Judgements in Civil and Commercial Matters by the Courts of the Mainland
and of the Hong Kong Special Administration Region Pursuant to Agreed Jurisdiction
Agreements by Parties Concerned.
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This appendix contains a summary of the main provision of the Articles of Association of
the Company adopted on June 9, 2025, which will take effect from the date of the listing of
H Shares on the Hong Kong Stock Exchange. The main purpose of this appendix is to provide
potential investors with an overview of the Articles of Association of the Company, so it may
not contain all the information that is important to potential investors
ISSUANCE OF SHARES
The Company shall issue shares under the principles of openness, fairness and equality
and shares of the same class shall carry the equal rights.
Shares of the same class issued at the same time shall be issued under the same condition
and at the same price. The subscribers shall pay the same price for each share subscribed.
INCREASE, REDUCTION AND REPURCHASE OF SHARES
Increase of Capital
The Company may, based on its operating and development needs, increase its capital in
the following ways pursuant to the requirements of laws and regulations and subject to the
resolutions separately passed at the general meetings:
(i) by offering shares to unspecified objects;
(ii) by offering shares to specified objects;
(iii) by allotting bonus shares to its existing shareholders;
(iv) by converting common reserve fund into share capital;
(v) by any other means which is stipulated by law and administrative regulations and
approved by the competent authority.
Reduction of Capital
The Company may reduce its registered capital in accordance with the provisions of the
Articles of Association. The Company shall reduce its registered capital in accordance with the
PRC Company Law and other relevant regulations as well as the procedures stipulated in the
Articles of Association.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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Repurchase of Shares
The Company shall not repurchase its shares except in the following circumstances:
(i) to reduce its registered capital;
(ii) to merge with another company that holds the shares;
(iii) to utilize shares in the employee share ownership scheme or for share incentive;
(iv) to acquire the shares upon request by shareholders who vote against any resolution
adopted at the general meeting on the merger or division of the Company;
(v) to use the shares in the conversion of the convertible corporate bonds issued by the
Company;
(vi) Necessary for the Company to protect its value and the shareholders’ equity;
(vii) Other circumstances permitted by laws, regulations and regulatory rules of the place
where the Company’s shares are listed.
Where the Company repurchases its shares under the circumstances set out in items (i)
and (ii) of the preceding paragraph, it shall be subject to the resolution of the general meeting;
where the Company repurchases its shares under the circumstances set out in items (iii), (v) and
(vi) of the preceding paragraph, it shall be subject to the resolution of the Board meeting
attended by more than two-thirds (2/3) of the directors in accordance with the provisions of the
Articles of Association or the authorization of the general meeting.
The shares repurchased by the Company in accordance with the paragraph 1 shall be
processed in the following ways: for the circumstance in item (i), such shares shall be canceled
in ten (10) days after the date of repurchase; for the circumstance in item (ii) or (iv), such
shares shall be transferred or canceled in six (6) months; for the circumstance in item (iii), (v)
or (vi), the total number of shares held by the Company shall not exceed 10% of the total issued
shares of the Company, and such shares shall be transferred or canceled in three (3) years.
TRANSFER OF SHARES
Shares issued by the Company prior to its public offering shall not be transferred within
one (1) year as of the date on which the shares are listed and traded in a stock exchange.
The Directors and senior management of the Company shall regularly declare the number
of shares held by them and the relevant changes. The number of shares transferred each year
during their term of office shall not exceed 25% of the total number of shares of the Company
held by them. The shares of the Company held by them shall not be transferred within one (1)
year as of the listing date of the shares of the Company. The shares of the Company held by
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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them shall not be transferred within six months after their resignation. Where the rules of the
stock exchange where the Company’s shares are listed have other provisions on the transfer of
shares, such provisions shall also be complied with.
The Company shall not accept its own shares as collateral.
RIGHTS AND OBLIGATIONS OF SHAREHOLDERS
Shareholders
The Company shall establish a register of shareholders with the information provided by
the securities registration authority. The register of shareholders shall be sufficient evidence of
the holding of the shares of the Company by the shareholders. A shareholder shall enjoy the
rights and assume the obligations attached to the class of shares held. Shareholders holding the
same class of shares shall be entitled to the same rights and assume equal obligations.
Rights and Obligations of Shareholders
Shareholders of the Company shall entitle the following rights:
(i) to the Company for dividends and other forms of profit distribution according to the
proportion of shares they hold;
(ii) to request, convene, hold, participate or authorize proxies to attend shareholders’
general meeting, and to exercise voting rights according to the proportion of shares
they hold;
(iii) to supervise the business operations of the Company and to make suggestions or
inquiries;
(iv) to transfer, give or pledge the shares held by them in accordance with the laws and
regulations, the regulatory rules of the place where the Company’s shares are listed.
and the Articles of Association;
(v) to inspect and copy articles of association, all of the register of Shareholders, the
stubs of the Company’s debentures, minutes of shareholders’ meetings, resolutions
of board meetings and financial accounting reports of the Company; qualified
shareholders may consult the company’s accounting books and accounting vouchers,
in accordance with the provisions of laws, administrative regulations, the relevant
regulations of the securities regulatory authorities and the stock exchanges of the
place where the Company’s shares are listed, and the provisions of this Articles of
Association;
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(vi) to participate in the distribution of the remaining property of the Company
according to the proportion of shares they hold when the Company is terminated or
liquidated;
(vii) to require the Company to buy back its shares in the event that shareholders
objecting to resolutions of the general meeting concerning merger or division of the
Company satisfy the requirements of the Articles of Association and relevant laws
and regulations on the procedures for share buy-back by the Company;
(viii) to inspect the Hong Kong branch of register of Shareholders; however, the Company
may, in accordance with equivalent provisions under Section 632 of the Companies
Ordinance (Chapter 622 of the Laws of Hong Kong), suspend the registration of
shareholders; and
(ix) Other rights set out in laws and regulations and the Articles of Association.
A shareholder requesting for inspection and copying of information or access to materials
referred to in the preceding Article shall produce to the Company written documents
evidencing the class and number of shares that the shareholder holds. The Company shall
provide such information and materials as requested by the shareholder after confirming the
identity of the shareholder.
Shareholders of the Company shall assume the following obligations:
(i) to abide by the laws and regulations and the Articles of Association;
(ii) to make a capital contribution according to the shares they subscribe for and the
capital participation method;
(iii) not to withdraw shares unless otherwise provided by laws and regulations;
(iv) to abide by laws, administrative regulations and the Articles of Association and
exercise the rights of shareholders in accordance with the law, and not to abuse their
shareholders’ rights to harm the Company’s or other shareholders’ interests; not to
abuse the Company’s legal person status or the shareholders’ limited liability to
harm the interests of the Company’s creditors;
(v) Other obligations to be assumed by the Shareholders according to the laws and
regulations and the Articles of Association.
If a shareholder abuses his/her shareholder rights and causes a loss to the Company or
other shareholders, he or she shall be held liable for damages in accordance with laws. If a
shareholder abuses the independent legal person status of the Company or the limited liability
of shareholders in order to evade debts and thereby seriously damages the interests of the
Company’s creditors, he or she shall assume joint and several liability for the Company’s debts.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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SHAREHOLDERS’ GENERAL MEETING
General rules for the Shareholders’ General Meeting
The general meeting is composed of all shareholders. The general meeting acts as the
organ of authority of the Company which, according to laws, exercises the following functions
and power:
(i) to elect and replace the directors not appointed by the employee representatives and
decide on matters relating to the remuneration of the directors;
(ii) to review and approve the reports of the board of directors;
(iii) to review and approve the Company’s profit distribution plans and loss recovery
plans;
(iv) to decide on the increase or reduction of the Company’s registered capital, as well
as the issuance of any type of shares, warrants, and other similar securities;
(v) to decide on the issue of bonds by the Company;
(vi) to decide on merger, division, dissolution, liquidation of the Company, or changes
in the form of the Company;
(vii) to amend the Articles of Association;
(viii) to decide on the appointment or dismissal of the accounting firms that undertakes
the auditing of the Company;
(ix) to review and approve the security-related matters stipulated in Article 44;
(x) to review the matters stipulated in Article 43;
(xi) to review and approve the related party transaction matters (except for granting of
guarantee by the Company) the amount of which between the Company and any of
its related parties is more than RMB30 million and accounts for more than one (1)
percent of the total assets or market value of the latest audited net assets of the
Company;
(xii) to review and approve the change of the use of the raised funds;
(xiii) to review stock incentive plans and employee stock ownership plans;
(xiv) to review other matters which, according to laws, administrative regulations,
departmental rules or the Articles of Association, are subject to shareholders’
approval in general meetings;
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The Company shall convene an extraordinary general meeting within two (2) months in
any of the following cases:
(i) When the number of Directors is less than the number prescribed by the PRC
Company Law or less than two-thirds (2/3) of the amount required by the Articles
of Association;
(ii) When the Company’s uncovered losses amount to one-third (1/3) of the total paid-up
share capital;
(iii) When Shareholders, individually or collectively, holding more than ten percent
(10%) of the voting shares of the Company request (based on the date when the
shareholder makes a written request);
(iv) When the Board of Directors deems it necessary;
(v) When the Audit Committee proposes to convene it;
(vi) Other circumstances as stipulated by laws, regulations, the listing rules of the place
where the Company’s shares are listed or the Articles of Association.
The Convening of the General Meeting
With the consent of more than half of all independent non-executive Directors,
independent non-executive Directors have the right to propose to the board of Directors the
convening of an extraordinary general meeting. The Board of Directors shall, in accordance
with the laws and regulations, the Hong Kong Listing Rules and the Articles of Association,
provide written feedback within ten (10) days after receiving the proposal to agree or disagree
with the convening of the extraordinary general meeting. If the Board of Directors agrees to
convene an extraordinary general meeting, it will issue a notice of the convening of the general
meeting within five (5) days after making a resolution of the Board of Directors.
The Audit Committee has the right to propose to the Board of Directors to convene an
extraordinary general meeting, and shall make such proposal in writing. The Board of Directors
shall, in accordance with the laws and regulations, the Hong Kong Listing Rules and the
Articles of Association, provide written feedback on whether it agrees or disagrees with the
convening of an extraordinary general meeting within ten (10) days after receiving the
proposal.
Shareholders who individually or collectively hold more than ten percent (10%) of the
shares of the Company may sign written requests to the Board of Directors for the convening
of an extraordinary general meeting. The Board of Directors shall, in accordance with the laws
and regulations, the Hong Kong Listing Rules and the Articles of Association, provide written
feedback within ten (10) days after receiving the request, whether it agrees or does not agree
to convene an extraordinary general meeting.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 440 ---
If the Board of Directors agrees to convene an extraordinary general meeting, it shall,
within five (5) days after making a resolution of the Board of Directors, issue a notice to
convene the general meeting, and any changes to the original request in the notice shall be
subject to the consent of the shareholders concerned.
If the Board of Directors does not agree to convene an extraordinary general meeting, or
does not provide feedback within ten (10) days after receiving the request, shareholders,
individually or collectively, holding more than ten percent (10%) of the shares of the Company
shall have the right to propose to the Audit Committee the convening of an extraordinary
general meeting, and shall submit their request in writing to the Audit Committee.
If the Audit Committee agrees to convene an extraordinary general meeting, it shall,
within five (5) days after receiving the request, issue a notice convening the general meeting,
and any changes to the original proposal in the notice shall be subject to the consent of the
shareholders concerned.
If the Audit Committee fails to issue a notice of a general meeting within the prescribed
period, it shall be deemed not to convene and preside over the general meeting. Shareholders
who individually or collectively hold more than ten percent (10%) of the shares of the
Company for more than ninety (90) consecutive days may convene and preside over the general
meeting on their own. The shareholding of the convening shareholder shall not be less than ten
percent (10%) before the announcement of the resolution of the general meeting.
Notices of the Shareholders’ General Meeting
The convener shall notify all shareholders at least twenty one (21) days prior to the annual
general meeting, and shall notify all shareholders at least fifteen (15) days prior to the
extraordinary general meeting.
The notice of the general meeting shall meet the following requirements:
(i) the time, venue and duration of the meeting;
(ii) subject matters and proposals submitted for consideration and approval at the
meeting;
(iii) particulars shall be in clear text that all shareholders are entitled to attend general
meetings and may appoint their proxies in writing to attend and vote at the meetings.
Such proxies need not be shareholders of the Company;
(iv) the equity registration date of the shareholders who are entitled to attend on the
general meetings;
(v) name(s) and telephone number(s) of the standing contact person(s) for the affairs of
meetings;
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(vi) online or other means of voting time and voting procedures;
(vii) other requirements stipulated by laws and regulations, regulatory rules of the place
where the Company’s shares are listed and the Articles of Association.
Resolutions at the General Meeting
The resolutions of a general meeting are classified into ordinary resolutions and special
resolutions.
Ordinary resolutions of the general meeting shall be adopted by more than half (1/2) of
the voting rights held by the shareholders present at the general meeting.
Special resolutions of the general meeting shall be adopted by more than two-thirds (2/3)
of the voting rights held by the shareholders present at the general meeting.
The following matters shall be resolved by way of ordinary resolution of the general
meeting:
(i) work reports of the board of directors;
(ii) proposals formulated by the board of directors for distribution of profits and for
making up accrued losses;
(iii) appointment and removal of members of the board of directors, their remuneration
and method of payment of their remuneration;
(iv) annual report of the company;
(v) all matters required to be approved by a general meeting other than those required
to be approved by way of special resolution under any laws, regulations, securities
regulatory rules of the place where the shares of the Company are listed or the
Articles of Association.
The following matters shall be resolved by way of special resolution of the general
meeting:
(i) the increase or reduction of the registered capital by the Company, as well as the
issuance of any type of shares, warrants, and other similar securities;
(ii) the merger, spin-off, division, dissolution, or liquidation of the Company;
(iii) the amendment to the Articles of Association;
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– V-8 –


--- page 442 ---
(iv) the amount of purchase and the sale of major assets by the Company within one year
exceeds thirty percent (30%) of the latest audited total assets of the Company;
(v) the share incentive schemes;
(vi) other matters which the laws, regulations, securities regulatory rules of the place
where the shares of the Company are listed or the Articles of Association require to
be adopted by special resolutions and which the general meeting, by an ordinary
resolution, considers to have a material impact on the Company and therefore
require to be adopted by a special resolution.
Shareholders may exercise voting rights in the amount of the voting shares they represent
and each share shall have one vote.
Shares held by the Company do not carry any voting rights and shall not be counted in
the total number of voting shares represented by shareholders present at a general meeting.
When a connected transaction is considered at a general meeting, the connected
shareholders shall abstain from voting, and the number of voting shares represented by them
shall not be counted in the total number of valid votes.
Where any shareholder is, under the Hong Kong Listing Rules, required to abstain from
voting on any particular resolution or restricted to voting only for (or only against) any
particular resolution, any votes cast by or on behalf of such shareholder in contravention of
such requirement or restriction shall not be counted.
DIRECTORS AND THE BOARD OF DIRECTORS
Directors
Directors not appointed by the employee representatives shall be elected or replaced at
the general meeting for a term of three (3) years, and may be re-elected upon the expiration of
the term.
The General Manager or other Senior Management Members may concurrently serve as
Directors, provided that the total number of Directors who concurrently serve as Senior
Management Members and Directors who are employee representatives shall not exceed half
(1/2) of the total number of Directors of the Company.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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Board of Directors
The Company shall have a Board of Directors, which shall consist of nine (9) Directors
and shall have one (1) chairman of the Board, and three (3) independent non-executive
Directors, one (1) Director appointed by employee representatives.
The Board of Directors shall be accountable to the general meeting and exercises the
following functions and powers:
(i) to convene general meetings and report on its work to the general meetings;
(ii) to implement the resolutions of the general meeting;
(iii) to determine the business operation plans and investment plans of the Company;
(iv) to formulate the profit distribution plans and loss recovery plans of the Company;
(v) to formulate proposals for the increase or reduction of the Company’s registered
capital, the issuance of bonds or other securities of the Company and listing of
shares of the Company;
(vi) to formulate plans for material acquisitions, purchase of shares of the Company or
merger, division, dissolution, liquidation or change of corporate form of the
Company;
(vii) to decide on matters such as external investment, acquisition and disposal of assets,
pledge of assets, external guarantees, entrusted wealth management, connected
transactions and external donations of the Company within the scope of
authorization of the general meeting;
(viii) to determinate the setup of the Company’s internal management organizations;
(ix) to decide on the appointment or dismissal of the Company’s general manager,
secretary to the board of directors and other senior management as well as their
remuneration, reward and disciplinary matters; and to decide on the appointment or
dismissal of the Company’s deputy general manager, chief financial officer and
other senior management as well as their remunerations, rewards and punishments
according to the nomination of the general manager;
(x) to formulate the basic management system of the Company;
(xi) to formulate the amendment to the Articles of Association;
(xii) to manage the information disclosure of the Company;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 444 ---
(xiii) to request the general meeting to engage or replace the accounting firm that provides
audits for the Company;
(xiv) to listen to the work report of the general manager of the Company and inspect the
work of the manager;
(xv) other functions and powers conferred by laws and regulations, the listing rules of the
place where the Company’s shares are listed, the Articles of Association or the
general meetings.
The chairman of the Board shall exercise the following functions and powers:
(i) to preside over general meetings and to convene and preside over meetings of the
Board of Directors;
(ii) to supervise and inspect the implementation of the resolutions of the Board of
Directors;
(iii) to sign important documents of the Board of Directors and other documents which
shall be signed by the legal representative of the Company;
(iv) in the event of force majeure emergency such as the occurrence of a major natural
disaster, to exercise special disposal authority over the affairs of the Company in
accordance with the provisions of the law and the interests of the Company, and to
report to the Board of Directors and the general meeting of shareholders of the
Company afterwards;
(v) other functions and powers conferred by the Board of Directors.
The Board of Directors shall convene at least four (4) meetings each year. The notice of
a regular Board meeting shall be sent to all Directors at least ten (10) days before the date of
the meeting.
Shareholders representing more than one tenth (1/10) of all voting rights, more than one
thirds (1/3) of all directors or the audit committee may propose the holding of an interim
meeting of the board of directors. The chairman of the board of directors shall, within ten (10)
days of receipt of such proposal, convene and preside over the meeting of the Board of
Directors.
A meeting of the Board of Directors may only be held if more than half of the Directors
are present. Resolutions of the Board of Directors shall be passed by more than half of all
Directors.
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AUDIT COMMITTEE
The Board of Directors sets up an Audit Committee to exercise the functions and powers
of the board of supervisors stipulated in the PRC Company Law.
The Audit Committee is responsible for reviewing the Company’s financial information
and its disclosure, supervision and evaluation of internal and external audit work and internal
control. The following matters shall be submitted to the Board of Directors for deliberation
after the approval of more than half of all members of the Audit Committee:
(i) to disclose financial information and internal control evaluation reports in financial
and accounting reports and periodic reports;
(ii) to make changes in accounting policies, accounting estimates or correction of major
accounting errors for reasons other than changes in accounting standards;
(iii) other matters stipulated by laws, administrative regulations, provisions of the CSRC
and the Articles of Association.
GENERAL MANAGER
The Company shall have one (1) general manager, who shall be appointed or dismissed
by the Board of Directors.
The Company shall have two (2) deputy general managers who shall be appointed or
dismissed by the Board of Directors.
The general manager shall be directly accountable to the Board of Directors and exercise
the following functions and powers:
(i) to be in charge of the production, operation and management of the Company, to
organize and implement the resolutions of the Board of Directors, and to report on
his/her work to the Board of Directors;
(ii) to organize and implement the Company’s annual business plan and investment
plan;
(iii) to formulate the plan for establishment of the Company’s internal management
organization;
(iv) to formulate the Company’s basic management system;
(v) to formulate the detailed rules and regulations of the Company;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 446 ---
(vi) to request the Board of Directors to engage or dismiss deputy general manager and
chief financial officer of the Company;
(vii) to appoint or dismiss management personnel other than those required to be
appointed or dismissed by the Board of Directors;
(viii) other functions and powers conferred by the Articles of Association and the Board
of Directors.
SECRETARY TO THE BOARD
The Company shall have one (1) board secretary, whose responsibilities include preparing
general meetings and board meetings of the Company, maintaining documents and managing
shareholder information of the Company, and handling the information disclosure of the
Company.
FINANCIAL AND ACCOUNTING SYSTEM
The Company shall formulate its own financial and accounting systems in accordance
with the laws, administrative regulations and the requirements of relevant state departments.
The Company shall publish and disclose its annual report within four (4) months from the
ending date of each financial year, its interim report within two (2) months from the ending
date of the first half of each financial year, and quarterly reports if required regulations of the
stock exchange where its shares are listed, to the CSRC (if applicable) and the stock exchange
where the Company’s shares are listed. If the regulatory rules of the stock exchange where the
Company’s shares are listed provide otherwise, such rules shall prevail. The above-mentioned
annual and interim reports shall be prepared in accordance with the relevant laws,
administrative regulations and the provisions of the CSRC and the stock exchange(s).
PROFIT DISTRIBUTION
The Company shall implement a continuous and stable profit distribution policy. The
profit distribution of the Company attaches importance to the reporting of investment and
reasonable investment. The cash dividend policy target is steady growth of dividend.
The Company may implement interim cash dividends.
Form of profit distribution: the Company may distribute profits in the form of cash, shares
or a combination of cash and shares. Under the premise of ensuring the necessary funds for
normal production, operations, and development, the company shall distribute an appropriate
proportion of cash dividends.
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– V-13 –


--- page 447 ---
The Company is not required to distribute profits if:
(i) the audit report on it for the most recent year is either a non-unqualified opinion or
an unqualified opinion with a significant uncertainty paragraph relating to going
concern;
(ii) the asset-liability ratio at the end of the most recent fiscal year is higher than seventy
percent (70%);
(iii) the operating cash flow is negative in the most recent fiscal year;
(iv) any other circumstances that the Company deems inappropriate for distribution
occurs.
DISSOLUTION AND LIQUIDATION OF THE COMPANY
The Company may be dissolved for any of the following reasons:
(i) the term of business operation prescribed in the Articles of Association expires or
any other circumstance for dissolution prescribed in the Articles of Association
occurs;
(ii) the general meeting resolves to dissolve the Company;
(iii) dissolution is required due to merger or division of the Company;
(iv) the Company is revoked of its business license, ordered to close down or annulled
according to law due to violation of laws and regulations;
(v) by article 231 of PRC Company Law;
(vi) where the Company has serious difficulties in its business management and its
subsistence will cause serious damage to the interests of shareholders, which is
unable to be resolved through any other means, shareholders representing more than
ten percent (10%) of all voting rights may apply to the people’s court for dissolution
of the Company.
Where any of the circumstances prescribed in items (i) and (ii) occurs and has not yet
distributed assets to Shareholders, the Company may continue to exist after the amendment to
the Articles of Association or by resolution of the general meeting.
If the Company is dissolved under items (i), (ii), (iv) or (v), a liquidation committee shall
be set up, which shall start liquidation within fifteen (15) days from the date of occurrence of
the cause for dissolution. The members of such liquidation committee shall be determined by
the Directors or the Shareholders’ general meeting.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-14 –


--- page 448 ---
The liquidation committee shall notify its creditors within a period of ten (10) days since
the date it is established, and make announcements in newspapers within sixty (60) days.
Creditors shall, within thirty (30) days since the date of receiving the notice, or for creditors
who do not receive the notice, within forty-five (45) days since the date of the public
announcement, report their creditors’ rights to the liquidation committee.
If the liquidation committee, having thoroughly examined the Company’s property and
prepared a balance sheet and schedule of assets, discovers that the Company’s property is
insufficient to pay its debts in full, it shall apply to the People’s Court for a declaration of
bankruptcy.
Upon acceptance of a bankruptcy application by a people’s court, the Company’s
liquidation committee shall refer the liquidation matters to the People’s Court.
Following the completion of liquidation of the Company, the liquidation committee shall
formulate a liquidation report, submit the same to the general meeting or the people’s court for
confirmation, and submit the aforementioned documents to the company registration authority
to apply for company deregistration.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Company shall amend the Articles of Association under any of the following
circumstances:
(i) after the PRC Company Law or relevant laws and regulations or regulatory rules of
the place where the Company’s shares are listed are amended, the provisions of the
Articles of Association are in conflict with the provisions of the amended ones;
(ii) there has been a change to the Company, resulting in inconsistency with the contents
in the Articles of Association;
(iii) the general meeting decides to amend the Articles of Association.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-15 –


--- page 449 ---
1. FURTHER INFORMATION ABOUT OUR COMPANY
A. Incorporation
We were incorporated as a joint stock limited company in the PRC on March 20, 2017.
Our Company has established a principal place of business in Hong Kong at 40/F, Dah Sing
Financial Centre, 248 Queen’s Road East, Wanchai, Hong Kong and has been registered as a
non-Hong Kong company in Hong Kong under Part 16 of the Companies Ordinance on June 10,
2025. Mr. Lam Kang Chi has been appointed as our agent for the acceptance of service of
process in Hong Kong. As our Company was incorporated in the PRC, our corporate structure
and the Articles are subject to the relevant laws and regulations of the PRC. A summary of the
relevant provisions of the Articles of Association of the Company is set out in Appendix V to
this prospectus.
B. Changes in Share Capital
At the date of our Company’s establishment as a joint stock limited company, its
registered capital was RMB10,000,000, divided into 10,000,000 Domestic Unlisted Shares of
nominal value of RMB1.00 each.
Save as disclosed in “History and Corporate Structure”, there had been no alterations of
our share capital within two years immediately preceding the date of this prospectus.
Upon completion of the Global Offering, but without taking into account any exercise of
the Pre-IPO Share Option and the Over-allotment Option, our registered share capital will
increase from RMB158,266,607 to RMB173,101,207, comprising 173,101,207 H Shares fully
paid up, representing approximately 100% of our total issued share capital, respectively.
C. Our Company’s Shareholders’ Meetings Held on June 9, 2025
At the Shareholders’ meeting of our Company held on June 9, 2025, the following
resolutions were passed by the Shareholders of our Company, among other things:
(a) the issue by our Company of H Shares of nominal value of RMB1.00 each and such
H Shares be listed on the Stock Exchange;
(b) the proposed number of H Shares to be offered under the Global Offering and the
grant of the Over-allotment Option. The number of H Shares to be issued pursuant
to the exercise of the Over-allotment Option shall not exceed 25% of the total
number of H Shares to be offered initially pursuant to the Global Offering;
(c) the Board and its authorized person are authorized to deal with matters in connection
with the Global Offering and Listing; and
(d) subject to the completion of the Global Offering, the Articles of Association
effective on the Listing Date has been adopted, and the Board has been authorized
to amend the Articles of Association in accordance with relevant laws and
regulations and upon the request from the Stock Exchange and relevant PRC
regulatory authorities.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-1 –


--- page 450 ---
D. Change in Share Capital of Our Company’s Subsidiaries
Our Company’s subsidiaries (for the purpose of the Listing Rules) as of the Latest
Practicable Date are set out in the Accountants’ Report under Appendix I to this prospectus.
The following sets out the changes in the share capital of our subsidiaries that made a
material contribution to our results of operations during the two years immediately preceding
the date of this prospectus. For details of our major subsidiaries, see “History and Corporate
Structure – Corporate and Shareholding Structure.”
Beijing Zhongke Wencai Technology Center (Limited Partnership) (
Ҧʕː
(Υྫ))
On January 30, 2024, Beijing Zhongke Wencai Technology Center (Limited Partnership)
was established under the laws of the PRC with a registered capital of RMB1,000,000.
Beijing Zhongke Wenge Technology Media Co., Ltd. (ʮ̡)
On March 18, 2025 Beijing Zhongke Wenge Technology Media Co., Ltd. was established
under the laws of the PRC with a registered capital of RMB1,000,000 and its registered capital
was further increased to RMB10,500,000 on October 30, 2025.
Wenge Decai (Beijing) Technology Center (Limited Partnership) (
ၲဂᅃʑ(̏ԯ)Ҧʕː
(Υྫ), “Wenge Decai”)
On August 28, 2025, Wenge Decai was established under the laws of the PRC with a
registered capital of RMB3,000,000.
Guoke Zhiyi (Beijing) Technology Co., Ltd. (౽ᔼ(̏ԯ)ʮ̡, “Guoke Zhiyi”)
On September 9, 2025, Guoke Zhiyi was established under the laws of the PRC with a
registered capital of RMB1,000,000.
Wenge Wenyi (Beijing) Technology Center (Limited Partnership) ( ၲဂၲᔼ(̏ԯ)Ҧʕː
(Υྫ), “Wenge Wenyi”)
On September 17, 2025, Wenge Wenyi was established under the laws of the PRC with
a registered capital of RMB1,000,000.
Shenzhen Zhisuan Julang Technology Co., Ltd. (ʮ̡, “Zhisuan
Julang”)
On November 4, 2025, Zhisuan Julang was established under the laws of the PRC with
a registered capital of RMB5,000,000.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-2 –


--- page 451 ---
Guoke Zhixue (Beijing) Technology Co., Ltd. (౽ኪ(̏ԯ)ʮ̡, “Guoke
Zhixue”)
On November 10, 2025, Guoke Zhixue was established under the laws of the PRC with
a registered capital of RMB1,000,000.
Guoke Panshi (Beijing) Technology Co., Ltd. (ᇂͩ(̏ԯ)ʮ̡, “Guoke
Panshi”)
On November 10, 2025, Guoke Panshi was established under the laws of the PRC with
a registered capital of RMB1,000,000.
Guoke Julang (Beijing) Technology Co., Ltd. (̶ඎ(̏ԯ)ʮ̡, “Guoke
Julang”)
On November 10, 2025, Guoke Julang was established under the laws of the PRC with
a registered capital of RMB1,000,000.
Beijing Geqi Technology Center (Limited Partnership) (Ҧʕː(Υྫ),
“Beijing Geqi Technology”)
On 20 March 2026, Beijing Geqi Technology was established under the laws of the PRC
with a registered share capital of RMB3,000,000.
Shaoxing Geqi Technology Partnership Enterprise (Limited Partnership) (ҦΥྫ
Άุ(Υྫ), “Shaoxing Geqi Technology”)
On 23 March 2026, Shaoxing Geqi Technology was established under the laws of the PRC
with a registered share capital of RMB3,000,000.
Shaoxing Song Research Technology Partnership Enterprise (Limited Partnership) ( ୗጳဂ
ҦΥྫΆุ(Υྫ), “Shaoxing Song Research Technology”)
On 23 March 2026, Shaoxing Song Research Technology was established under the laws
of the PRC with a registered share capital of RMB2,550,000.
Zhejiang Wenge Industrial Intelligent Technology Co., Ltd. (ʮ
̡, “Zhejiang Wenge Industrial”)
On 25 March 2026, Zhejiang Wenge Industrial was established under the laws of the PRC
with a registered share capital of RMB10,000,000.
Zhejiang Juxi Intelligent Technology Co., Ltd. (ʮ̡, “Zhejiang Juxi
Intelligent”)
On 27 March 2026, Zhejiang Juxi Intelligent was established under the laws of the PRC
with a registered share capital of RMB10,000,000.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-3 –


--- page 452 ---
Save as set out above, there has been no alteration in the registered capital of our
subsidiaries during the two years immediately preceding the date of this prospectus.
2. FURTHER INFORMATION ABOUT OUR BUSINESS
A. Summary of Material Contracts
Our Company has 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 which
are or may be material, a copy of each has been delivered to the Registrar of Companies for
registration:
(a) the capital increase agreement ( ᄣ༟՘ᙄ) dated November 28, 2024 entered into by
and among our Company, Beijing Artificial Intelligence Industry Investment Fund
(Limited Partnership)* (ږ(Υྫ)) (“ AI Fund ”),
Wenge Zhicai (Tianjin) Technology Center (Limited Partnership)* ( ၲဂ౽ʑ(ݵ)
Ҧʕː(Υྫ)), Wenge Jiangcai (Tianjin) Technology Center (Limited
Partnership)* ( ၲဂΘʑ(ݵ)Ҧʕː(Υྫ)), Y uxin Digital Technology
(Henan) Equity Investment Fund Partnership (Limited Partnership)* (߅(ئ
ی)ΥྫΆุ(Υྫ)), Shenzhen Hengbang Zhiyuan No.23 V enture
Capital Partnership (Limited Partnership)* (Ⴣɚɤɧ໮௴ุҳ༟Υྫ
Άุ(Υྫ)), Shenzhen Hengbang Zhiyuan No. 20 V enture Capital Partnership
(Limited Partnership)* (Ⴣɚɤ໮௴ุҳ༟ΥྫΆุ(Υྫ)),
Qingdao Xinding Gnaw Ge Jinwu Private Equity Investment Fund Partnership
(Limited Partnership)* (ΥྫΆุ(Υྫ)),
Qingdao Xindinggnanggexin Third Investment Partnership (Limited Partnership)*
(䂋ҳ༟ΥྫΆุ(Υྫ)), CDBC Manufacturing Industry
Transformation and Upgrading Fund (Limited Partnership)* (ʺॴ
ږ(Υྫ)), CCTV Integrated Media Industry Investment Fund (Limited
Partnership* (ږ(Υྫ)), Beijing Zhongguancun Science
City Technology Growth Investment Partnership Enterprise (Limited Partnership)*
(ҳ༟ΥྫΆุ(Υྫ)), Zhuhai Daye Shengde
Technology Management Center (Limited Partnership)* (Ҧ၍ଣʕ
ː(Υྫ)), Guoke Dacheng Kechuang Equity Investment Fund (Tianjin)
Partnership Enterprise (Limited Partnership)* (ږ(ݵ)Υ
ྫΆุ(Υྫ)), Guoke Xinxing Kechuang Equity Investment Fund (Tianjin)
Partnership Enterprise (Limited Partnership)* (ږ(ݵ)
Υ
ྫΆุ(Υྫ)), Shenzhen Hengbang Growth No.10 V enture Capital Partnership
Enterprise (Limited Partnership)* (ɤ໮௴ุҳ༟ΥྫΆุ(Υ
ྫ)), Beijing Wendan Technology Co., Ltd. (Limited Partnership)* (ҦϞ
ΥྫΆุ(Υྫ)), Gongqingcheng Ruisheng Equity Investment Partnership
Enterprise (Limited Partnership)* (ᛆҳ༟ΥྫΆุ(Υྫ)),
China Internet Investment Fund (Limited Partnership)* (ږ(ࠢ
Υྫ)), Infotech National Emerging Industry V enture Investment Guidance Fund
(Limited Partnership)* (ږ(Υྫ)),
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-4 –


--- page 453 ---
Shenzhen Shenbao Yiben Cultural Industry Equity Investment Fund Partnership
(Limited Partnership)* (ΥྫΆุ (Υ
ྫ)), Xiyue Xinmei No. 1 (Zhuhai) Equity Investment Partnership Enterprise
(Limited Partnership)* ( ఃຽอదɓ໮(मऎ)ΥྫΆุ(Υྫ)),
Jiaxing Xingge Equity Investment Partnership Enterprise (Limited Partnership)* ( ྗ
ᛆҳ༟ΥྫΆุ(Υྫ)), Liaoning Xinxing Phase II Cultural
Entrepreneurship Investment Fund Partnership Enterprise (Limited Partnership)*
(ΥྫΆุ(Υྫ)), Shenzhen Hengbang
Growth No.5 V enture Capital Partnership Enterprise (Limited Partnership)* ( ଉέ̹
ʞ໮௴ุҳ༟ΥྫΆุ(Υྫ)), Shenzhen Shengrunda Investment
Co., Ltd* (ʮ̡), National Science and Technology
Achievement Transformation Entrepreneurship Investment Fund (Wuhan)
Partnership Enterprise (Limited Partnership)* (ږ(؛
ဏ)ΥྫΆุ(Υྫ)), Shenzhen Capital Group Co., Ltd.* ( ଉέ̹௴อҳ༟ණྠ
ʮ̡), Beijing Hongtu Tech Technology Entrepreneurship Investment Center
(Limited Partnership)* (Ҧ௴ุҳ༟ʕː(Υྫ)), Zhongke
Liandong Chuangxin Equity Investment Fund (Shaoxing) Partnership (Limited
Partnership)* (ږ(ୗጳ)ΥྫΆุ(Υྫ)), Beijing
Zhongzi Innovation Artificial Intelligence V enture Capital Phase I Fund (Limited
Partnership)* (ږ(Υྫ)), Beijing Guoke
Dingzhi Equity Investment Center (Limited Partnership)* (ᛆҳ༟
ʕː(Υྫ)), Beijing Jinke Huisheng V enture Capital Partnership (Limited
Partnership)* (ි᳅௴ุҳ༟ΥྫΆุ(Υྫ)), Guizhou Fenghou
Zhiyuan V enture Capital Center (Limited Partnership)* (౽๕௴ุҳ༟ʕ
ː(Υྫ)), Beijing Zhongke Chuangxing Hard Technology V enture Capital
Partnership (Limited Partnership)* (Ҧ௴ุҳ༟ΥྫΆุ(Υ
ྫ)), Ruide Huihuang Investment Co., Ltd.* (ʮ̡), Qingdao
Lanhai Fangzhou V enture Capital Fund Partnership (Limited Partnership)* (ᔝ
ΥྫΆุ(Υྫ)), Shenzhen Hengbang Zhiyuan No.5
Investment Partnership Enterprise (Limited Partnership)* (Ⴣʞ໮ҳ
༟ΥྫΆุ(Υྫ)), Fuzhou Y oubang Technology Center (General
Partnership)* (Ҧʕː(౷ஷΥྫ)), Beijing Zhongzi Investment
Management Company Limited* (ʮ̡), Zhongke Y oucai
(Hainan) Science and Technology Center (Limited Partnership)* (Ꮄʑ(ی)߅
Ҧʕː(Υྫ)), Beijing Zhongke Sanshi Technology Development Co., Ltd.*
(ʮ̡), Beijing Phase II Zhongke Chuangxing Hard
Technology V enture Capital Partnership (Limited Partnership)* (݋
Ҧ௴ุҳ༟ΥྫΆุ(Υྫ)), Wang Lei, Luo Yin, and Zeng Dajun,
pursuant to which AI Fund agreed to subscribe for 6,428,571 Shares at a
consideration of RMB150,000,000;
(b) the capital increase agreement ( ᄣ༟՘ᙄ) dated June 5, 2025 entered into by and
among our Company, Beijing Shijingshan District Modern Innovation Industry
Development Fund Co., Ltd.* (ʮ̡)
(“Modern Industry Fund ”), Hainan Xinyi Technology Center (Limited
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-5 –


--- page 454 ---
Partnership)* (Ҧʕː(Υྫ)) (“ Hainan Xinyi ”), Beijing Artificial
Intelligence Industry Investment Fund (Limited Partnership)* ( ̏ԯ̹ɛʈ౽ঐପุ
ږ(Υྫ)), Wenge Zhicai (Tianjin) Technology Center (Limited
Partnership)* ( ၲဂ౽ʑ(ݵ)Ҧʕː(Υྫ)), Wenge Jiangcai (Tianjin)
Technology Center (Limited Partnership)* ( ၲဂΘʑ(ݵ)Ҧʕː(Υྫ)),
Y uxin Digital Technology (Henan) Equity Investment Fund Partnership (Limited
Partnership)* (߅(یئ)ΥྫΆุ(Υྫ)), Shenzhen
Hengbang Zhiyuan No. 23 V enture Capital Partnership (Limited Partnership)* ( ଉέ
Ⴣɚɤɧ໮௴ุҳ༟ΥྫΆุ(Υྫ)), Shenzhen Hengbang Zhiyuan
No. 20 V enture Capital Partnership (Limited Partnership)* (Ⴣɚɤ໮
௴ุҳ༟ΥྫΆุ(Υྫ)), Qingdao Xinding Gnaw Ge Jinwu Private Equity
Investment Fund Partnership (Limited Partnership)* (ᛆҳ
ΥྫΆุ(Υྫ)), Qingdao Xindinggnanggexin Third Investment
Partnership (Limited Partnership)* (䂋ҳ༟ΥྫΆุ(Υྫ)),
CDBC Manufacturing Industry Transformation and Upgrading Fund (Limited
Partnership)* (ږ(Υྫ)), CCTV Integrated Media
Industry Investment Fund (Limited Partnership* (ږ(Υ
ྫ)), Beijing Zhongguancun Science City Technology Growth Investment
Partnership Enterprise (Limited Partnership)* (ҳ༟Υ
ྫΆุ(Υྫ)), Zhuhai Daye Shengde Technology Management Center (Limited
Partnership)* (Ҧ၍ଣʕː(Υྫ)), Guoke Dacheng Kechuang
Equity Investment Fund (Tianjin) Partnership Enterprise (Limited Partnership)* ( ਷
ږ(ݵ)ΥྫΆุ(Υྫ)), Guoke Xinxing Kechuang
Equity Investment Fund (Tianjin) Partnership Enterprise (Limited Partnership)* ( ਷
ږ(ݵ)
ΥྫΆุ(Υྫ)), Shenzhen Hengbang Growth
No. 10 V enture Capital Partnership Enterprise (Limited Partnership)* ( ଉέ̹㛬Ԟ
ɤ໮௴ุҳ༟ΥྫΆุ(Υྫ)), Beijing Wendan Technology Co., Ltd.
(Limited Partnership)* (ΥྫΆุ(Υྫ)), Gongqingcheng
Ruisheng Equity Investment Partnership Enterprise (Limited Partnership)* (۬ڡ
ᛆҳ༟ΥྫΆุ(Υྫ)), China Internet Investment Fund (Limited
Partnership)* (ږ(Υྫ)), Infotech National Emerging
Industry V enture Investment Guidance Fund (Limited Partnership)* (࢕
ږ(Υྫ)), Shenzhen Shenbao Yiben Cultural Industry
Equity Investment Fund Partnership (Limited Partnership)* ( ଉέ̹ଉజɓ͉˖ʷପ
ΥྫΆุ(Υྫ)), Xiyue Xinmei No. 1 (Zhuhai) Equity
Investment Partnership Enterprise (Limited Partnership)* ( ఃຽอదɓ໮(मऎ)ᛆ
ΥྫΆุ(Υྫ)), Jiaxing Xingge Equity Investment Partnership
Enterprise (Limited Partnership)* (ᛆҳ༟ΥྫΆุ(Υྫ)),
Liaoning Xinxing Phase II Cultural Entrepreneurship Investment Fund Partnership
Enterprise (Limited Partnership)* (ΥྫΆุ(ࠢ
Υྫ)), Shenzhen Hengbang Growth No. 5 V enture Capital Partnership Enterprise
(Limited Partnership)* (ʞ໮௴ุҳ༟ΥྫΆุ(Υྫ)),
Shenzhen Shengrunda Investment Co., Ltd* (ʮ̡), National
Science and Technology Achievement Transformation Entrepreneurship Investment
Fund (Wuhan) Partnership Enterprise (Limited Partnership)* (ᔷʷ௴
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-6 –


--- page 455 ---
ږ(ဏ)ΥྫΆุ(Υྫ)), Shenzhen Capital Group Co., Ltd.* ( ଉέ̹
ʮ̡), Beijing Hongtu Tech Technology Entrepreneurship
Investment Center (Limited Partnership)* (Ҧ௴ุҳ༟ʕː(Υྫ)),
Zhongke Liandong Chuangxin Equity Investment Fund (Shaoxing) Partnership
(Limited Partnership)* (ږ(ୗጳ)ΥྫΆุ(Υྫ)),
Beijing Zhongzi Innovation Artificial Intelligence V enture Capital Phase I Fund
(Limited Partnership)* (ږ(Υྫ)), Beijing
Guoke Dingzhi Equity Investment Center (Limited Partnership)* (ٰ
ᛆҳ༟ʕː(Υྫ)), Beijing Jinke Huisheng V enture Capital Partnership
(Limited Partnership)* (ි᳅௴ุҳ༟ΥྫΆุ(Υྫ)), Guizhou
Fenghou Zhiyuan V enture Capital Center (Limited Partnership)* (౽๕௴
ุҳ༟ʕː(Υྫ)), Beijing Zhongke Chuangxing Hard Technology V enture
Capital Partnership (Limited Partnership)* (Ҧ௴ุҳ༟ΥྫΆุ
(Υྫ)), Ruide Huihuang Investment Co., Ltd.* (ʮ̡),
Qingdao Lanhai Fangzhou V enture Capital Fund Partnership (Limited Partnership)*
(ΥྫΆุ(Υྫ)), Shenzhen Hengbang Zhiyuan
No. 5 Investment Partnership Enterprise (Limited Partnership)* (Ⴣʞ
໮ҳ༟ΥྫΆุ(Υྫ)), Fuzhou Y oubang Technology Center (General
Partnership)* (Ҧʕː(౷ஷΥྫ)), Beijing Zhongzi Investment
Management Company Limited* (ʮ̡), Zhongke Y oucai
(Hainan) Science and Technology Center (Limited Partnership)* (Ꮄʑ(ی)߅
Ҧʕː(Υྫ)), Beijing Zhongke Sanshi Technology Development Co., Ltd.*
(ʮ̡), Beijing Phase II Zhongke Chuangxing Hard
Technology V enture Capital Partnership (Limited Partnership)* (݋
Ҧ௴ุҳ༟ΥྫΆุ(Υྫ)), Wang Lei, Luo Yin, and Zeng Dajun,
pursuant to which Modern Industry Fund and Hainan Xinyi agreed to subscribed for
782,143 Shares and 1,055,893 Shares at a consideration of RMB20.0 million and
RMB27.0 million respectively;
(c) the share transfer and capital increase agreement dated April 28, 2025, entered into
between Beijing Zhongke Wenge Technology Media Co., Ltd.* (Ҧ
ʮ̡)( “ Wenge Media ”), Zhejiang Xinhua Mobile Media Co., Ltd.* ( एϪ
ʮ̡)( “ Xinhua Mobile ”), Y an Guangsheng ( ᕙᄿ͛,“ Mr.
Ya n”), Hangzhou Dulai Network Technology Co., Ltd. * (ʮ
̡,“ Hangzhou Dulai ”), Y angpu Runhang Investment Partnership (Limited
Partnership) * (ҳ༟ΥྫΆุ(Υྫ), “ Y angpu Runhang ”), Hainan
Xinyi Investment Center (Limited Partnership) * (อ୅ҳ༟ʕː(Υྫ),
“Xinyi Investment ”), Ucap Cloud Information Technology Co., Ltd. * (ࢹڦ
ʮ̡,“Ucap Technology ”), and Beijing Linteng Tianhai Advertising
Co., Ltd. * (ʮ̡,“ Beijing Linteng ”), pursuant to which (i)
Mr. Y an, Hangzhou Dulai, Y angpu Runhang and Xinyi Investment, as the sellers,
agreed to sell and Wenge Media, as the purchaser, agreed to purchase 10,131,000
shares of Xinhua Mobile at the consideration of RMB31,001,000; and (ii) Wenge
Media agreed to subscribe for the additional registered capital of Xinhua Mobile of
RMB6,536,100 at the consideration of RMB20,000,000;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-7 –


--- page 456 ---
(d) the capital increase agreement dated July 22, 2025 entered into between Super
Intelligent Computing (Beijing) Technology Co., Ltd.* ( ൴౽ၑ(̏ԯ)ʮ
̡)( “ SIC”), Super Intelligent Computing (Y angquan) Technology Co., Ltd.* ( ൴౽
ၑ(ݰ)ʮ̡), Super Intelligent Computing Guoxing (Beijing)
Technology Co., Ltd.* ( ൴౽ၑ਷ጳ(̏ԯ)ʮ̡), Super Intelligent
Computing Guohe (Beijing) Technology Co., Ltd.* ( ൴౽ၑ਷Υ(̏ԯ)ʮ
̡), Super Intelligent Computing (Xi’an) Technology Co., Ltd.* ( ൴౽ၑ(Гτ)Ҧ
ʮ̡), Liu Mingtao (ᏹ), Beijing Jianghong Enterprise Management Center
(Limited Partnership)* ( ̏ԯϪ̾Άุ၍ଣʕː (Υྫ)), Beijing Zhuotairuixin
Technology Industry Development Co., Ltd.* (ʮ
̡), Beijing Hongcan Enterprise Management Center (Limited Partnership)* ( ̏ԯ
ᒿᐆΆุ၍ଣʕː(Υྫ)), Beijing Shijingshan District Modern Innovation
Industry Development Fund Co., Ltd.* (Ϟ
ʮ̡), and Beijing Zhongke Wencai Technology Center (Limited Partnership)*
(Ҧʕː(Υྫ)) (“ Zhongke Wencai ”), pursuant to which
Zhongke Wencai agreed to subscribe for the additional registered capital of SIC of
RMB900,000 at the consideration of RMB18,000,000;
(e) the share subscription agreement dated August 11, 2025 entered into between D2
Intelligence Limited (ʮ̡)( “ D2 Intelligence ”), with
Cherrypicks International Holdings Limited (ʮ̡)
(“Cherrypicks International ”), NetDragon Websoft Inc., and Chiu Tsz Kiu Jason
Felix, pursuant to which Cherrypicks International agreed to issue to D2 Intelligence
and D2 Intelligence wishes to subscribe from Cherrypicks International 542 shares
at RMB18,439.98 (or its equivalent in USD) per share for an aggregate amount of
RMB10,000,000 (or its equivalent in USD);
(f) the Hong Kong Underwriting Agreement;
(g) the cornerstone investment agreement dated June 15, 2026, entered into among the
Company, China Orient International Asset Management Limited – China Orient
Enhanced Income Fund, and China International Capital Corporation Hong Kong
Securities Limited, pursuant to which China Orient International Asset Management
Limited – China Orient Enhanced Income Fund agreed to subscribe for Offer Shares
at the Offer Price in the aggregate amount of US$6,000,000;
(h) the cornerstone investment agreement dated June 15, 2026, entered into among the
Company, Harvest Global Investments Limited (ʮ̡), and
China International Capital Corporation Hong Kong Securities Limited, pursuant to
which Harvest Global Investments Limited (ʮ̡) agreed to
subscribe for Offer Shares at the Offer Price in the aggregate amount of
US$6,000,000;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-8 –


--- page 457 ---
(i) the cornerstone investment agreement dated June 15, 2026, entered into among the
Company, First Seafront Asset Management Limited (ʮ̡),
China International Capital Corporation Hong Kong Securities Limited and ABCI
Capital Limited, pursuant to which First Seafront Asset Management Limited (ऎ
ʮ̡) agreed to subscribe for Offer Shares at the Offer Price in
the aggregate amount of US$5,000,000;
(j) the cornerstone investment agreement dated June 15, 2026, entered into among the
Company, Guohui (HK) Holdings Co., Limited ( ਷౉(ಥ)ʮ̡), and
China International Capital Corporation Hong Kong Securities Limited, pursuant to
which Guohui (HK) Holdings Co., Limited ( ਷౉(ಥ)ʮ̡) agreed to
subscribe for Offer Shares at the Offer Price in the aggregate amount of
US$5,000,000;
(k) the cornerstone investment agreement dated June 15, 2026, entered into among the
Company, Huatai Capital Investment Limited (ʮ̡), and China
International Capital Corporation Hong Kong Securities Limited, pursuant to which
Huatai Capital Investment Limited (ʮ̡) agreed to subscribe for
Offer Shares at the Offer Price in the aggregate amount of US$5,000,000;
(l) the cornerstone investment agreement dated June 15, 2026, entered into among the
Company, CMBC International Investment (HK) Limited ( ͏ვ਷ყҳ༟(ಥ)ࠢ
ʮ̡), and China International Capital Corporation Hong Kong Securities Limited,
pursuant to which CMBC International Investment (HK) Limited ( ͏ვ਷ყҳ༟(࠰
ಥ)ʮ̡) agreed to subscribe for Offer Shares at the Offer Price in the aggregate
amount of US$4,000,000.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-9 –


--- page 458 ---
B. Our Intellectual Property Rights
(a) Trademarks
As of the Latest Practicable Date, we have registered the following trademarks which we
consider to be or may be material to our business:
Trademark
Place of
registration Rights holder Category
Registration
number
Expiration
date
PRC Company 42 32118052 2029-04-06
38 32126502 2029-04-06
35 32132836 2029-05-27
9 32133900 2029-06-06
PRC Company 42 32132591 2029-05-27
38 32138709 2029-04-06
35 32124868 2029-05-27
9 32125904 2029-06-20
PRC Company 42 32137944 2029-04-06
38 32131833 2029-04-06
35 32129988 2029-04-06
9 32142179 2029-04-06
PRC Company 42 37925638 2030-04-27
9 37922040 2030-03-06
PRC Company 42 51688027 2032-04-13
41 51647690A 2031-11-13
38 51652426 2031-10-06
35 51665477A 2031-11-13
9 51647110 2031-10-06
PRC Company 42 51688037 2032-09-06
38 51685788 2032-05-06
35 51652395 2031-11-20
PRC Company 42 59461820 2032-03-20
35 59443367 2032-03-20
9 59232433 2032-03-27
PRC Company 42 59442164 2032-05-20
9 59236988 2032-06-13
PRC Company 42 59448244 2032-05-27
PRC Company 35 60092640 2032-07-06
PRC Company 9 61227371 2032-08-13
9 62084449 2032-09-20
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-10 –


--- page 459 ---
Trademark
Place of
registration Rights holder Category
Registration
number
Expiration
date
PRC Company 9 61231215 2032-08-20
PRC Company 9 61250087 2032-08-13
PRC Company 42 66684626 2033-04-13
38 66683577 2033-02-06
36 66677067 2033-04-13
35 66673570 2033-04-13
9 66677038 2033-04-13
PRC Company 42 66675490 2033-09-13
9 66677042 2033-04-13
PRC Company 41 68955384 2033-06-27
PRC Company 41 70983431 2034-01-06
9 70997236 2034-01-13
Hong Kong Company 42 306893812 2035-05-08
41
38
35
9
As of the Latest Practicable Date, we have applied for the registration of the following
trademarks which we consider to be or may be material to our business:
Trademark Place of registration Rights holder Category Application date
Hong Kong Company 9, 35, 38, 41, 42 2025-12-01
Hong Kong Company 9, 35, 38, 41, 42 2025-12-01
(b) Copyrights
As of the Latest Practicable Date, we have registered the following copyrights which we
consider to be or may be material to our business:
Copyright Copyright owner Registration number Date of registration
“Wensi” Decision Support Service
Platform [Abbreviation: “Wensi”
System] V1.0 (ਕ̻
̨[ᔊ၈:ӻ୕] V1.0) /H1118/H1118/H1118/H1118/H1118
Issuer 2017SR378903 2017-07-18
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-11 –


--- page 460 ---
Copyright Copyright owner Registration number Date of registration
Media Big Data Editorial Operations
Decision-Making System
[Abbreviation: Media Editorial
Operations System] V1.0 ( ద᜗ɽᅰ
ኽᇜਕӔഄӻ୕[ᔊ၈:ద᜗ᇜਕӻ
୕] V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2017SR435830 2017-08-10
“Tianhu” Super Intelligent Computing
Platform [Abbreviation: “Tianhu”
Platform] V1.0
(˂ಳ൴ॴ౽ၑ̨̻[ᔊ၈:˂ಳ
̨̻] V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2019SR0068550 2019-01-21
“Tianhu” Data Distributed Storage and
Analysis System V1.0 ( ˂ಳᅰኽ
ӻ୕V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2019SR1276887 2019-12-04
Big Data Visualization Governance and
Multidimensional Analysis System
V1.0 (ؓ
ӻ୕V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2019SR1276844 2019-12-04
Big Data Intelligent Engine Software –
Data Collection System V6.0 ( ɽᅰኽ
౽ঐˏᏗழ΁–ᅰኽમණӻ୕V6.0) /H1118/H1118
Issuer 2021SR0583551 2021-04-23
Multi-Source Heterogeneous Data
Correlation and Integration Platform
[Abbreviation: DataX+] V1.0 ( ε๕
ମ࿴ᅰኽᗫᑌ዆Υ̨̻[ᔊ၈:DataX+]
V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2021SR1796032 2021-11-18
Data Exchange and Sharing Service
Platform V1.0 (ਕ̻
̨ V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2021SR1832515 2021-11-22
Tianhu Intelligent Computing Platform
V2.0 ( ˂ಳ౽ၑ̨̻ V2.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2021SR1832517 2021-11-22
Machine Learning Platform V1.0 ( ዚኜ
ኪ୦̨̻ V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2021SR1852696 2021-11-23
Data Intelligent Middleware Software
V1.0 ( ᅰኽ౽ঐʕ̨ழ΁ V1.0) /H1118/H1118/H1118/H1118
Issuer 2021SR1888900 2021-11-25
Knowledge Graph Exploratory Analysis
Application Platform [Abbreviation:
Knowledge Analysis System] V1.0
(Ꮠ̨̻͜[ᔊ၈:
ӻ୕] V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2021SR1923617 2021-11-29
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-12 –


--- page 461 ---
Copyright Copyright owner Registration number Date of registration
Domain Knowledge Graph Management
Platform [Abbreviation: Knowledge
Management System] V1.0 (ٝ
ᗆྡᗅ၍ଣ̨̻[ᔊ၈:ᗆ၍ଣӻ୕]
V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2021SR1923618 2021-11-29
Domain Knowledge Graph Intelligent
Construction Platform [Abbreviation:
Knowledge Construction System]
V1.0 (̨̻[ᔊ
၈:ӻ୕] V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2021SR1923616 2021-11-29
Artificial Intelligence Platform V1.0
(ɛʈ౽ঐ̨̻ V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2021SR1972935 2021-12-02
Data Integration and Converged
Platform V1.0 ( ᅰኽණϓፄΥ̨̻
V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2021SR1972934 2021-12-02
Multi-Modal Content Retrieval System
[Abbreviation: Multi-Modal
Retrieval] V1.0 (Ꮸ॰ӻ୕
[ᔊ၈:εᅼ࿒Ꮸ॰] V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2021SR2066289 2021-12-16
Financial Domain-Oriented NLP
Modeling Platform V1.0 (ږ
ᅼ̨̻
V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2022SR0119628 2022-01-18
Data Quality Management Software
V2.0 ( ᅰኽሯඎ၍ଣழ΁ V2.0) /H1118/H1118/H1118/H1118
Issuer 2022SR1605682 2022-12-24
Multi-Functional Video Editing
Software [Abbreviation: Video
Editing] V1.0 ( ε̌ঐൖ᎖ᇜ፨ழ΁
[ᔊ၈:ൖ᎖ᇜ፨]V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2023SR0211935 2023-02-08
Video Automatic Segmentation and
Speed Adjustment Software
[Abbreviation: Segmentation &
Speed Adjustment] V1.0 (װ
ૢၾᜊ஺ழ΁ [ᔊ၈:ૢၾᜊ
஺]V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2023SR0211951 2023-02-08
Data Security Platform V2.0 ( ᅰኽτΌ
̨̻V2.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2023SR0344366 2023-03-16
Data Development Platform V2.0 ( ᅰኽ
ක೯̨̻V2.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2023SR0344370 2023-03-16
Data Governance Platform V2.0 ( ᅰኽ
ଣ̨̻V2.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2023SR0344367 2023-03-16
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-13 –


--- page 462 ---
Copyright Copyright owner Registration number Date of registration
Data Annotation Platform
[Abbreviation: Data Annotation]
V2.0 (̨̻[ᔊ၈:ء]
V2.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2023SR0344371 2023-03-16
Machine Translation Platform V1.0 ( ዚ
ኜᔕᙇ̨̻V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2023SR0431132 2023-04-03
Large-Scale Knowledge Graph
Modeling and Management System
V2.0 (ᅼၾ၍ଣӻ
୕V2.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2023SR0431134 2023-04-03
Large-Scale Knowledge Graph
Automated Construction System V2.0
(ӻ୕V2.0) /H1118
Issuer 2023SR0431135 2023-04-03
Exploratory Knowledge Graph Analysis
System V2.0 (ӻ
୕V2.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2023SR0431136 2023-04-03
Media Large Model Intelligent Topic
Selection System [Abbreviation:
Intelligent Topic Selection] V1.0 ( ద
౽ঐ፯ᕚӻ୕[ᔊ၈:౽ঐ፯
ᕚ] V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2023SR1248243 2023-10-17
Y AYi Large Model Application
Platform [Abbreviation: Y AYi] V1.0
(Ꮠ̨̻͜[ᔊ၈:Y AYiඩ
จ] V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2023SR1359655 2023-11-02
Multi-Modal Knowledge Graph System
Software V1.0 (ᗆྡᗅӻ୕
ழ΁V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2023SR1394409 2023-11-07
Workflow Engine Software V1.0 ( ʈЪ
ˏᏗழ΁V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2023SR1496441 2023-11-23
Y AYi Large Model Software V1.0 ( ඩ
ழ΁V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2023SR1493626 2023-11-23
Y AYi Document Intelligent Q&A
System V1.0 ( ඩจ˖Ꮶ౽ঐਪഈӻ୕
V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2023SR1493618 2023-11-23
Lingxi  AIGC Platform [Abbreviation:
Lingxi  AIGC] V1.1
(ᜳ೒  AIGC ̨̻
[ᔊ၈:ᜳ೒  AIGC] V1.1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2023SR1564309 2023-12-05
Edge Computing Terminal System V1.0
(ၑ୞၌ӻ୕V1.0)
/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2024SR1270807 2024-08-29
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-14 –


--- page 463 ---
Copyright Copyright owner Registration number Date of registration
Multi-Investment Intelligent Industry
Chain Analysis System V1.0 ( εҳ౽
ӻ୕V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2024SR1270815 2024-08-29
Y AYi All-in-One Platform
[Abbreviation: Y AYi] V1.0 ( ඩจɓ᜗
ዚ̨̻[ᔊ၈:ඩจ] V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2024SR1270939 2024-08-29
Multimodal content intelligent labeling
platform V1.0 (౽ঐ͂ᅺ
̨̻V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2024SR0871902 2024-06-26
Y ayi Intelligent Agent Development
Platform [abbreviated as: Intelligent
Agent Development] V1.0 ( ඩจ౽ঐ
᜗ක೯̨̻[ᔊ၈:౽ঐ᜗ක೯]V1.0) /H1118
Issuer 2025SR0357887 2025-02-28
Y ayi Large Model Application Platform
[abbreviated as: Y ayi] V2.0 ( ඩจɽ
Ꮠ̨̻͜[ᔊ၈:ඩจ]V2.0) /H1118/H1118/H1118/H1118
Issuer 2025SR0402523 2025-03-06
Y ayi Intelligent Search System
[abbreviated as: Y ayi AI Search]
V2.0 ( ඩจ౽ঐฤ॰ӻ୕[ᔊ၈:ඩจ
AIฤ॰]V2.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2025SR0402554 2025-03-06
Smart Language: Large Model Multi-
language Translation Development
and Service Application Platform
[abbreviated as: Smart Language
Translation Expert] V1.0 ( ౽Ⴇɽᅼ
ਕᏐ̨̻͜[ᔊ
၈:౽Ⴇ࢕]V1.0) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Issuer 2025SR0402433 2025-03-06
(c) Patents
As of the Latest Practicable Date, we have registered the following patents which we
consider to be or may be material to our business:
Owner Patent Name Patent No. Type of Patents
Authorization
Announcement
Date
Issuer Picture similarity
detecting and system
(Ꮸ
ʿӻ୕)
2018104884279 Invention patent 2020-07-24
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-15 –


--- page 464 ---
Owner Patent Name Patent No. Type of Patents
Authorization
Announcement
Date
Issuer Text tracing method
and device and
storage medium ( ˖
eண௪ʿ
πᎷʧሯ)
2018115779098 Invention patent 2020-10-23
Issuer Text hotspot extraction
method and device
(ج
ʿༀໄ)
2019102609248 Invention patent 2020-10-23
Issuer Domain-oriented text
information
extraction clustering
method and device
and storage medium
(˖
՟ၳᗳ˙
eண௪ձπᎷʧ
ሯ)
2019110191493 Invention patent 2020-10-23
Issuer Information popularity
prediction method
and device, and
storage medium ( ɓ
ཫ಻˙
eண௪ձπᎷʧ
ሯ)
2019104717302 Invention patent 2020-12-04
Issuer Event cognitive
analysis method,
system, and storage
medium ( ɓ၇ԫ΁Ⴉ
eӻ୕ʿ
πᎷʧሯ)
2018110698821 Invention patent 2020-12-08
Issuer Word vector model
construction method
and device and
keyword matching
method and device
(ܔ
eᗫᒟ൚ʸৣ˙
ʿༀໄ)
2018115521048 Invention patent 2020-12-08
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-16 –


--- page 465 ---
Owner Patent Name Patent No. Type of Patents
Authorization
Announcement
Date
Issuer Reference
identification
method, equipment
and computer
storage medium ( ɓ
eண
ၑዚ̙πᎷʧ
ሯ)
2018104185039 Invention patent 2021-02-09
Issuer Decision prediction
method and system
based on machine
learning (ዚ
кӔཫ಻˙
ʿӻ୕)
2018102183715 Invention patent 2021-03-12
Issuer Webpage junk
information filtering
method and device
and storage medium
(ཀᓩ
eༀໄʿπᎷʧ
ሯ)
201811608345X Invention patent 2021-06-08
Issuer, Shenzhen Wenge Image detection
method and device,
electronic equipment
and storage medium
(eༀ
ໄeཥɿண௪ʿπᎷ
ʧሯ)
2021105691468 Invention patent 2021-08-31
Issuer A method and system
for analyze large
data ( ɓ၇ɽᅰኽʱ
ʿӻ୕)
2018110687973 Invention patent 2021-09-14
Issuer Cross-modal data
matching method
and device,
equipment and
medium ( ༨ᅼ࿒ᅰኽ
eༀໄe
ண௪ʿʧሯ)
2021111998990 Invention patent 2022-02-22
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-17 –


--- page 466 ---
Owner Patent Name Patent No. Type of Patents
Authorization
Announcement
Date
Issuer Video segmentation
method, device,
equipment, system
and storage medium
(eༀ
ໄeண௪eӻ୕ʿπ
Ꮇʧሯ)
2021113179715 Invention patent 2022-03-04
Issuer Method and system for
analyzing text
propagation path ( ɓ
ؓ
ʿӻ୕)
2018104356329 Invention patent 2022-04-12
Issuer Cross-modal data
matching method
and device,
equipment and
medium ( ༨ᅼ࿒ᅰኽ
eༀໄe
ண௪ʿʧሯ)
2021111996340 Invention patent 2022-06-28
Issuer Knowledge graph
ontology
construction method,
device and
equipment and
readable storage
medium (ᗆྡᗅ͉
eༀໄe
ண௪ʿ̙ᛘπᎷʧ
ሯ)
2022103774441 Invention patent 2022-07-29
Issuer Face counterfeit image
identification method
and device,
equipment and
medium ( ɛᑕ䀱ிྡ
eༀໄe
ண௪˸ʿʧሯ)
2022103636598 Invention patent 2022-07-29
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-18 –


--- page 467 ---
Owner Patent Name Patent No. Type of Patents
Authorization
Announcement
Date
Issuer Text classification
method, device and
equipment and
computer readable
storage medium ( ˖
eༀໄe
ၑዚ̙ᛘπ
Ꮇʧሯ)
202210340732X Invention patent 2022-07-29
Issuer Named entity
identification method
and device,
equipment and
medium ( նΤྼ᜗ᗆ
eༀໄeண௪
ʿʧሯ)
2021113894854 Invention patent 2022-08-02
Issuer Quantum computing-
based question and
answer model
construction method
and apparatus, and
electronic device ( ɓ
ਪ
eༀ
ໄʿཥɿண௪)
2021116166384 Invention patent 2022-08-19
Issuer Text abstract extraction
method and device,
equipment and
storage medium ( ˖
eༀ
ໄeண௪ʿπᎷʧ
ሯ)
2021115644849 Invention patent 2022-08-30
Issuer Stand identification
method, apparatus
and device, and
medium ( ͭఙᗆй˙
eༀໄeண௪ʿʧ
ሯ)
202111493451X Invention patent 2022-08-30
Issuer Video synthesis
method and device,
equipment and
storage medium ( ɓ
eༀ
ໄeண௪ʿπᎷʧ
ሯ)
2021100032322 Invention patent 2023-03-07
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-19 –


--- page 468 ---
Owner Patent Name Patent No. Type of Patents
Authorization
Announcement
Date
Issuer, Xinhua
Integrated Media
Technology
Development
(Beijing) Co., Ltd ( อ
࢝
(̏ԯ)ʮ̡)
Text clustering method
based on topic
description,
electronic equipment
and storage medium
(˖
eཥɿண
௪ձπᎷʧሯ)
2023103463678 Invention patent 2023-06-06
Issuer, Xinhua
Integrated Media
Technology
Development
(Beijing) Co., Ltd ( อ
࢝
(̏ԯ)ʮ̡)
User viewpoint and
vertical field
acquisition method
based on event
evolution (ԫ΁
͜˒ᝈᓃձͭ
ج)
2023103463663 Invention patent 2023-06-13
Issuer Quantum vision MLP
processing system
and storage medium
(ɓ၇ඎɿൖᙂMLP
ஈଣӻ୕ʿπᎷʧ
ሯ)
2022115836364 Invention patent 2023-06-23
Issuer Reinforcement learning
model construction
method for
information retrieval
(Ꮸ॰
ܔ
ج)
2022112879160 Invention patent 2023-06-23
Issuer Visually-driven virtual
character processing
system ( ɓ၇ൖᙂᚨ
ൈᏝԉЍஈଣӻ
୕)
202310696721X Invention patent 2023-10-10
Issuer Data processing
method based on
kafka stream,
electronic equipment
and storage medium
(׵kafkaᅰኽ
eཥɿண௪
ʿπᎷʧሯ)
202311296035X Invention patent 2023-12-15
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-20 –


--- page 469 ---
Owner Patent Name Patent No. Type of Patents
Authorization
Announcement
Date
Issuer Word vector generation
method oriented to
large language
model, electronic
equipment and
storage medium (ࠦ
൚Σ
eཥɿண
௪ʿπᎷʧሯ)
2023113744536 Invention patent 2024-01-12
Issuer Virtual human video
synthesis method
based on voice
driving and face
self-driving (Ⴇ
ᚨਗձɛᑕІᚨਗ
ൈᏝɛൖ᎖Υϓ˙
ج)
2023107247451 Invention patent 2024-01-26
Issuer Image denoising
processing system
(ɓ၇ྡ྅̘ኛஈଣ
ӻ୕)
2023109644111 Invention patent 2024-01-26
Issuer Emotion analysis
method and device
based on domain
information,
equipment and
storage medium ( ਿ
ઋชʱ
eༀໄeண௪
ʿπᎷʧሯ)
2021108813274 Invention patent 2024-02-23
Issuer Multi-modal large
model training
strategy
determination
method, electronic
equipment and
medium ( ɓ၇εᅼ࿒
֛
eཥɿண௪ʿʧ
ሯ)
2023114153571 Invention patent 2024-04-19
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-21 –


--- page 470 ---
Owner Patent Name Patent No. Type of Patents
Authorization
Announcement
Date
Issuer Multi-modal large
language model
training method,
electronic equipment
and storage medium
(Ⴇ
eཥ
ɿண௪ʿπᎷʧሯ)
2023114127971 Invention patent 2024-04-26
Issuer, Xinhua
Integrated Media
Technology
Development
(Beijing) Co., Ltd ( อ
࢝
(̏ԯ)ʮ̡)
Event context
generation method,
electronic equipment
and storage medium
(ɓ၇ԫ΁এഖ͛ϓ
eཥɿண௪ձπ
Ꮇʧሯ)
202310347374X Invention patent 2024-05-03
Issuer Image generation
system ( ɓ၇ྡ྅͛
ϓӻ୕)
2023109644249 Invention patent 2024-05-07
Issuer Text original
recognition method
and device,
electronic equipment
and storage medium
(௴ᗆй
eༀໄeཥɿண
௪ʿπᎷʧሯ)
2020103407119 Invention patent 2024-05-10
Issuer, Xinhua
Integrated Media
Technology
Development
(Beijing) Co., Ltd ( อ
࢝
(̏ԯ)ʮ̡)
Text clustering
cleaning and
merging method
based on topic
description ( ɓ၇ਿ
˖͉ၳ
ج)
2023103479619 Invention patent 2024-05-14
Issuer Imby content
recognition method
and device,
electronic equipment
and storage medium
(ᗆй˙
eༀໄeཥɿண௪
˸ʿπᎷʧሯ)
2020115612364 Invention patent 2024-05-14
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-22 –


--- page 471 ---
Owner Patent Name Patent No. Type of Patents
Authorization
Announcement
Date
Issuer Named entity
recognition method
and device based on
ensemble learning,
equipment and
medium (ණϓኪ
նΤྼ᜗ᗆй˙
eༀໄeண௪ձʧ
ሯ)
2019113689621 Invention patent 2024-05-14
Issuer Test stage training face
forgery detection
method and system
containing
uncertainty guidance
(ٙ
৅ᇖɛᑕ䀱
ʿӻ୕)
2023112249828 Invention patent 2024-05-17
Issuer Reverse image
reconstruction
method, device and
equipment and
readable storage
medium (ࠠ
eༀໄeண௪
ʿ̙ᛘπᎷʧሯ)
202310864682X Invention patent 2024-05-24
Issuer Abstract generation
method and device,
electronic equipment
and storage medium
(eༀ
ໄeཥɿண௪ʿπᎷ
ʧሯ)
2020115932911 Invention patent 2024-05-24
Issuer Intelligent video
cutting method and
storage medium ( ɓ
˙
ʿπᎷʧሯ)
2022115727831 Invention patent 2024-05-31
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-23 –


--- page 472 ---
Owner Patent Name Patent No. Type of Patents
Authorization
Announcement
Date
Issuer News subject
identification method
and device and
computer readable
storage medium ( ɓ
၇อၲ˴᜗ᗆй˙
ၑዚ̙
ᛘπᎷʧሯ)
2020102660459 Invention patent 2024-05-3
Issuer Financial risk clue
determination
method and device,
equipment and
medium (ᎈᇞ
eༀໄe
ண௪ձʧሯ)
2022104701448 Invention patent 2024-06-11
Issuer Real-time question and
answer virtual
human video
generation method,
electronic equipment
and storage medium
(ਪഈൈᏝɛൖ
eཥɿண
௪ʿπᎷʧሯ)
2023109640089 Invention patent 2024-07-12
Issuer, Xinhua
Integrated Media
Technology
Development
(Beijing) Co., Ltd ( อ
࢝
(̏ԯ)ʮ̡)
Topic generation
method based on
pre-training model
(ཫ৅ᇖᅼ
ج)
202310347857X Invention patent 2024-07-19
Issuer Virtual character
rendering method,
electronic equipment
and storage medium
(಩
eཥɿண௪ʿ
πᎷʧሯ)
2023109672840 Invention patent 2024-08-13
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-24 –


--- page 473 ---
Owner Patent Name Patent No. Type of Patents
Authorization
Announcement
Date
Issuer Label data processing
method and device,
electronic equipment
and computer
storage medium ( ᅺ
ձༀ
ၑ
ዚπᎷʧሯ)
2024109078359 Invention patent 2024-09-17
Issuer Public health safety
event detection and
event set
construction method
and system ( ʮ΍ሊ
͛τΌԫ΁Ꮸ಻ʿԫ
ʿӻ
୕)
2020102266876 Invention patent 2024-10-22
Issuer Frame-containing
video copy detection
method and device
(ൖ
ʿༀ
ໄ)
2020106489498 Invention patent 2024-10-29
Issuer, Xinhua
Integrated Media
Technology
Development
(Beijing) Co., Ltd ( อ
࢝
(̏ԯ)ʮ̡)
Event knowledge graph
construction method
and device and
electronic equipment
(ᗆྡᗅ
eༀໄձཥ
ɿண௪)
2024114345913 Invention patent 2024-12-20
Shenzhen Wenge fog computing
architecture based on
a data lake and an
implementation
method thereof ( ɓ
ࠇ
࿴ʿՉྼତ˙
ج)
2018112601854 Invention patent 2021-09-21
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-25 –


--- page 474 ---
(d) Domain Name
As of the Latest Practicable Date, we have registered the following domain names which
we consider to be or may be material to our business:
Domain names Owner
Place of
Registration Effective Period
wenge.com Company PRC June 22, 1999 to June 22, 2028
wengetech.com Company PRC March 2, 2017 to March 2, 2028
wengegroup.com Company PRC January 20, 2017 to January 20, 2028
xinhuamm.net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Xinhua Mobile PRC July 24, 2012 to July 24, 2026
3. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL
SHAREHOLDERS
A. Directors
(a) Disclosure of Interest
Immediately following the completion of the Global Offering (and assuming the Pre-IPO
Share Option and the Over-allotment Option are not exercised), the interest and/or short
position of the Directors or the chief executive of our Company in the Shares, underlying
shares and debentures of our Company or any associated corporation (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 (including interests and short positions which he has
taken or is deemed to have under such provisions of SFO) or which will be required, pursuant
to section 352 of the SFO, to be entered in the register referred to therein, or will be required,
pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be
notified to our Company and the Stock Exchange are as follows:
(i) Interest in our Company
Approximate percentage of
Shareholding following the
completion of the Global Offering
Name Nature of interests
Numbers and
class of
Shares/Underlying
Shares held or
interested
Assuming the
Pre-IPO Share
Option and the
Over-allotment
Option are not
exercised
Assuming the
Pre-IPO Share
Option and the
Over-allotment
Option are fully
exercised
Dr. Wang /H1118/H1118/H1118/H1118/H1118Beneficial owner 2,816,151 (L) 1.63% 1.61%
Other (3) 11,177,306 (L) 6.46% 6.38%
Interest in controlled
Corporation (4)
26,231,007 (L) 15.15% 14.96%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-26 –


--- page 475 ---
Approximate percentage of
Shareholding following the
completion of the Global Offering
Name Nature of interests
Numbers and
class of
Shares/Underlying
Shares held or
interested
Assuming the
Pre-IPO Share
Option and the
Over-allotment
Option are not
exercised
Assuming the
Pre-IPO Share
Option and the
Over-allotment
Option are fully
exercised
Interest in controlled
Corporation (5)
6,268,709 (L) 3.62% 3.58%
Interest in controlled
Corporation (5)
1,055,893 (L) 0.61% 0.60%
Interest in controlled
Corporation (5)
974,524 (L) 0.56% 0.55%
Dr. Luo /H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner 7,339,783 (L) 4.24% 4.19%
Other (3) 6,653,674 (L) 3.84% 3.79%
Mr. Qu /H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner (6) 10,000 (L) 0.01% 0.01%
(1) The letter “L” denotes the person’s long position in the Shares.
(2) The calculation is based on the total number of 173,101,207 H Shares in issue immediately after
completion of the Global Offering since 158,266,607 Domestic Unlisted Shares will be converted into
158,266,607 H Shares and 14,834,600 H Shares will be issued pursuant to the Global Offering, assuming
that the Pre-IPO Share Option and the Over-allotment Option are not exercised.
(3) In June 2020, Dr. Wang, Dr. Luo and Prof. Zeng entered into an acting in concert agreement, pursuant
to which, Dr. Wang, Dr. Luo and Prof. Zeng agreed to act in concert in the Company’s decision-making
and in exercising their voting rights and management rights at the shareholders’ meeting and board of
directors’ meeting of the Company respectively. If they could not reach a consensus, Dr. Wang’s opinion
would be used as the opinion for unanimous action. (“ Acting-in-Concert Arrangement ”). The
Acting-in-Concert Arrangement shall continue to be effective following completion of the Global
Offering. By virtue of the SFO, Dr. Wang, Dr. Luo and Prof. Zeng are therefore beneficial interested and
deemed to be interested in the total of 13,993,457 Shares held by each other pursuant to the
Acting-in-Concert Arrangement. For details, see “Relationship with the Single Largest Group of
Shareholders” in this prospectus.
(4) Dr. Wang is interested in 75.87% share capital of Zhongke Sanshi. By virtue of the SFO, Dr. Wang is
deemed to be interested in the Shares held by Zhongke Sanshi.
(5) As of the Latest Practicable Date, Dr Wang acted as the general partner of Wenge Zhicai, Hainan Xinyi
and Wenge Jiangcai. By virtue of the SFO, Dr. Wang is deemed to be interested in the entire Shares held
by each of Wenge Zhicai, Hainan Xinyi and Wenge Jiangcai. See “Share Capital – Conversion of
Domestic Unlisted Shares into H Shares” for the respective numbers of Domestic Shares and H Shares
held by the relevant controlled corporations immediately before and after the completion of the Global
Offering and the Conversion of Domestic Shares into H Shares.
(6) Mr. Qu is interested in 10,000 share options granted to her under the Pre-IPO Share Option Scheme. See
the subsection headed “4. Pre-IPO Incentive Plans” of this Appendix for details.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-27 –


--- page 476 ---
(ii) Interest in associated corporation
Save as disclosed above, immediately following completion of the Global Offering
and assuming the Pre-IPO Share Option and the Over-allotment Option are not exercised,
none of our Directors and chief executive of our Company has any interest and/or short
position in the Shares, underlying shares and debentures of our Company or any
associated corporation (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 (including interests and short positions which he has taken or is deemed to have
under such provisions of SFO) or which will be required, pursuant to section 352 of the
SFO, to be entered in the register referred to therein, or will be required, pursuant to the
Model Code for Securities Transactions by Directors of Listed Issuers to be notified to our
Company and the Stock Exchange.
(b) Particulars of Service Contracts
Each of the Directors will enter into a contract pursuant to Rule 19A.54 and Rule 19A.55
of the Listing Rules with our Company which provides for, among others, compliance of
relevant laws and regulations, observations of the Articles of Association and provision on
arbitration with our Company.
Save as disclosed above, none of the Directors of our Company has or is proposed to have
a service contract with us (other than contracts expiring or determinable by the employer
within one year without the payment of compensation other than statutory compensation).
(c) Directors’ Remuneration
For the years ended December 31, 2023, 2024 and 2025, the aggregate amount of fees,
salaries, allowances, discretionary bonus, pension-defined contribution plans and other
benefits in kind (if applicable) paid by our Company to our Directors were approximately
RMB26.87 million, RMB21.74 million, and RMB18.85 million, respectively. Save as disclosed
under Note 8 to the Accountants’ Report set out in Appendix I to this prospectus, no Director
received other remuneration or benefits in kind from our Company in respect of the years
ended December 31, 2023, 2024 and 2025.
Pursuant to the existing arrangements that are currently in force as of the date of this
prospectus, the amount of remuneration (excluding discretionary bonuses but including
share-based payment) payable to our Directors by our Company for the year ending December
31, 2026 is estimated to be approximately RMB6.42 million in aggregate.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-28 –


--- page 477 ---
B. Substantial Shareholders
(a) Interest in the Shares of our Company
For information on the persons who will, immediately following the completion of the
Global Offering, have interests or short positions in the Shares or underlying Shares of our
Company 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, directly or indirectly, be interested
in 10% or more of the nominal value of any class of share capital carrying the rights to vote
in all circumstances at general meetings of our Company, see “Substantial Shareholders” in this
prospectus.
(b) Interest in our Company’s Subsidiaries
To the best knowledge of our Company, the following persons (other than our Directors)
will, immediately upon 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 the rights to vote
in all circumstances at general meetings of any subsidiaries of the Company:
Name of subsidiary of the Company Name of shareholder
Approximate
percentage of
the interest
Zhejiang Xinhua Mobile Media Co., Ltd.
(ʮ̡) /H1118/H1118/H1118/H1118/H1118Y an Guangsheng ( ᕙᄿ͛) 14.69%
C. Personal Guarantees
Our Directors have not provided personal guarantees in favor of lenders in connection
with banking facilities granted to us.
D. Agency Fees or Commissions Paid or Payable
Save as disclosed in “Underwriting” in this prospectus, no commissions, discounts,
brokerages or other special terms have been granted in connection with the issue or sale of any
share or loan capital of our Company or any of its subsidiaries within the two years preceding
the date of this prospectus.
E. Disclaimers
Save as disclosed in this prospectus:
(a) none of our Directors or chief executive of our Company has any interests and short
positions in our Shares, underlying Shares and debentures of our Company or any
associated corporation (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 (including interests and short positions which he has taken or is
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-29 –


--- page 478 ---
deemed to have under such provisions of SFO) or which will be required, pursuant
to section 352 of the SFO, to be entered in the register referred to therein, or will
be required, pursuant to the Model Code for Securities Transactions by Directors
and Listed Companies to be notified to us and the Stock Exchange, in each case once
the H Shares of our Company are listed;
(b) none of our Directors nor any of the parties listed in “4. Other Information — G.
Qualification of Experts” of this Appendix is interested in our Company’s
promotion, or in any assets which have, within the two years immediately preceding
the issue of this prospectus, been acquired or disposed of by or leased to our
Company, or are proposed to be acquired or disposed of by or leased to our
Company;
(c) none of our Directors is a director or employee of a company which is expected to
have an interest in the Shares falling to be disclosed to our Company and the Stock
Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO once the
H Shares are listed on the Stock Exchange; save as disclosed in this prospectus, none
of the Directors of our Company nor any of the parties listed in “4. Other
Information — G. Qualification of Experts” of this Appendix is materially interested
in any contract or arrangement subsisting at the date of this prospectus which is
significant in relation to our business;
(d) none of the parties listed in the “4. Other Information — G. Qualification of
Experts” of this Appendix: (i) is interested legally or beneficially in any of the
Shares of our Company or any shares in any of its subsidiaries; or (ii) has any right
(whether legally enforceable or not) to subscribe for or to nominate persons to
subscribe for the securities of our Company; and
(e) none of our Directors or the respective close associates or any Shareholders (who to
the knowledge of our Directors owns more than 5% of our issued share capital) has
any interest in our five largest suppliers or our five largest customers.
4. PRE-IPO INCENTIVE PLANS
A. Pre-IPO Share Option Scheme
The Pre-IPO Share Option Scheme was adopted and approved on June 9, 2025. The
purpose of the Pre-IPO Share Option Scheme is among others, to establish a long-term
incentive and restraint mechanism and to motivate and stabilize the participants in order to
support the realization of the Company’s strategy and long-term sustainable development. All
Shares to be issued under the Pre-IPO Share Option Scheme are H Shares. The Pre-IPO Share
Option Scheme is not subject to the provision of Chapter 17 of the Listing Rules as it does not
involve the grant of options or share awards by our Company to subscribe for the H Shares
after the Listing. As of the Latest Practicable Date, all options under the Pre-IPO Share Option
Scheme were granted to and subscribed for by the eligible participants.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-30 –


--- page 479 ---
The following is a summary of the principal terms of the Pre-IPO Share Option Scheme:
Duration
The validity of the Pre-IPO Share Option Scheme is 10 years.
Management
The management authority of the Pre-IPO Share Option Scheme is our Board.
Meanwhile, our Board specially authorizes the equity incentive management committee
of our Company as the manager of the Pre-IPO Share Option Scheme to exercise the
powers and responsibilities of our Board and manage the execution, implementation and
all related work of the Pre-IPO Share Option Scheme.
Eligible Participants
Eligible participants under the Pre-IPO Share Option Scheme include: (i) employees
who have entered into labor contracts with our Company or its affiliates during the
validity period of the Pre-IPO Share Option Scheme; (ii) consultants who have entered
into consulting service agreements with our Company or its affiliates during the validity
period of the Pre-IPO Share Option Scheme; and (iii) personnel recognized by our
Company as having a significant role or major influence on the operation, management,
product research and development, operating performance, or future development of our
Company or its affiliates during the validity period of the Pre-IPO Share Option Scheme.
Grant of Options
Before granting any options under the Pre-IPO Share Option Scheme, our Board
shall evaluate whether conditions for the grant of options have been satisfied by the
relevant Eligible participant, the relevant Eligible participant shall enter into a share
option grant agreement with our Company, which sets out the respective rights and
obligations of the relevant Eligible participant and our Company.
Maximum Number of Shares Underlying Options
The maximum aggregate number of underlying Shares which may be issued upon
exercise of all options granted under the Pre-IPO Share Option Scheme shall not exceed
1,927,290 H Shares.
Exercise Price
The exercise price in respect of each option granted shall be RMB17.9.
Adjustment of the number of Incentive Interests
The number of options granted to the Eligible participants and the final vested
number of such options will be adjusted according to factors such as the performance
evaluation results and the performance of our Company, and the specific adjustment
conditions will be separately agreed upon in the share option grant agreement.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-31 –


--- page 480 ---
Non-transferability of Options
All options are non-transferable and shall not be used as a form of guarantee or as
a repayment of debt, without the consent of our Board or the equity incentive management
committee.
Outstanding Options
As of the Latest Practicable Date, outstanding options to subscribe for an aggregate
of 1,927,290 H Shares have been granted to a total of 53 Eligible participants. The table
below sets out the details of options granted to the Directors, senior management
members of our Company and grantees who are not a connected person of our Company
and has been granted options to subscribe for 1,927,290 H Shares under the Pre-IPO
Share Option Scheme, which are outstanding as of the Latest Practicable Date.
Name Address
Position(s) held
within our Group Date of grant Vesting period
Exercise price
(RMB)
Number of Shares
underlying the
outstanding and
unexercised
Options as of the
Latest Practicable
Date
Shares underlying
the outstanding
and unexercised
Options as an
approximate
percentage of
enlarged issued
share capital of our
Company
immediately after
completion of the
Global Offering
(Assuming that the
Over-allotment
Option are not
exercised)
Director
Qu Baoyu ( Ϝᘒ͗) /H1118/H1118/H1118402, 4th Floor Door 2,
Building 4 No. 5 Qinghe
Xiaoying East Road
Haidian District Beijing,
China
Executive Director
and vice-president
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 10,000 0.006%
Senior management (other
than Directors)
Ma Li ( ৵ɢ) /H1118/H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Board Secretary and
Joint Company
Secretary
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 200,000 0.116%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-32 –


--- page 481 ---
Name Address
Position(s) held
within our Group Date of grant Vesting period
Exercise price
(RMB)
Number of Shares
underlying the
outstanding and
unexercised
Options as of the
Latest Practicable
Date
Shares underlying
the outstanding
and unexercised
Options as an
approximate
percentage of
enlarged issued
share capital of our
Company
immediately after
completion of the
Global Offering
(Assuming that the
Over-allotment
Option are not
exercised)
Zheng Chaomin ( ቍ൴ઽ) /H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Chief Financial
Officer
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 100,000 0.058%
Core R&D team members
(other than Directors)
Xu Nan(฻) /H1118/H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Head of AI research
institute of our
Company
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 25,000 0.014%
Wang Yigang (࡝)H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Head of the media
AI Division of
our Company.
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 120,000 0.069%
Connected Persons (other
than persons above)
Y an Guangsheng ( ᕙᄿ͛) /H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Director and
substantial
shareholder of
Xinhua Mobile
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 247,277 0.143%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-33 –


--- page 482 ---
Name Address
Position(s) held
within our Group Date of grant Vesting period
Exercise price
(RMB)
Number of Shares
underlying the
outstanding and
unexercised
Options as of the
Latest Practicable
Date
Shares underlying
the outstanding
and unexercised
Options as an
approximate
percentage of
enlarged issued
share capital of our
Company
immediately after
completion of the
Global Offering
(Assuming that the
Over-allotment
Option are not
exercised)
Dai Ping ( Ꮦ̻) /H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Director of Xinhua
Mobile
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 151,000 0.087%
Y ang Haixia ( เऎᒳ) /H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Director and
General Manager
of Xinhua Mobile
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 49,781 0.029%
Li Shuwei ( ҽஔਃ) /H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Director and deputy
general manager
of Xinhua Mobile
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 149,781 0.087%
Other Grantees
Chen Honghong (҃) /H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Vice President
of General
Manager’s Office
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 200,000 0.116%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-34 –


--- page 483 ---
Name Address
Position(s) held
within our Group Date of grant Vesting period
Exercise price
(RMB)
Number of Shares
underlying the
outstanding and
unexercised
Options as of the
Latest Practicable
Date
Shares underlying
the outstanding
and unexercised
Options as an
approximate
percentage of
enlarged issued
share capital of our
Company
immediately after
completion of the
Global Offering
(Assuming that the
Over-allotment
Option are not
exercised)
Pang Yijun (ࠏ)H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Deputy General
Manager of
Business
Development
Center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 5,000 0.003%
Hou Jiawei (ྗਃ) /H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Chief technology
officer of Media
AI Division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 8,000 0.005%
Chen Bo ( ௓௹) /H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Director of Media
AI Division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 25,000 0.014%
Hua Shusen ( ๞ዓಌ)/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Chief Front-end
Engineer of
Media AI
Division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 5,000 0.003%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-35 –


--- page 484 ---
Name Address
Position(s) held
within our Group Date of grant Vesting period
Exercise price
(RMB)
Number of Shares
underlying the
outstanding and
unexercised
Options as of the
Latest Practicable
Date
Shares underlying
the outstanding
and unexercised
Options as an
approximate
percentage of
enlarged issued
share capital of our
Company
immediately after
completion of the
Global Offering
(Assuming that the
Over-allotment
Option are not
exercised)
Sun Weibiao (ሊᅺ) /H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Senior WEB Front-
end Development
Engineer of
Media AI
Division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 5,000 0.003%
Wan Min ( ຬઽ) /H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Product Manager of
Media AI
Division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 5,000 0.003%
Zhang Lu ( ੵⶨ) /H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Senior JA V A
Development
Engineer of
Media AI
Division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 5,000 0.003%
Zhang Peijing ( ੵ੃ẙ) /H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Manager of Media
AI Division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 5,000 0.003%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-36 –


--- page 485 ---
Name Address
Position(s) held
within our Group Date of grant Vesting period
Exercise price
(RMB)
Number of Shares
underlying the
outstanding and
unexercised
Options as of the
Latest Practicable
Date
Shares underlying
the outstanding
and unexercised
Options as an
approximate
percentage of
enlarged issued
share capital of our
Company
immediately after
completion of the
Global Offering
(Assuming that the
Over-allotment
Option are not
exercised)
Zhang Fuhuan (࣫)H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Intermediate JA V A
Development
Engineer of
Media AI
Division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 5,000 0.003%
Wang Y uqi ( ˮρ೘) /H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Director of Social
Computing
Division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 20,000 0.012%
Guo Yingying ( ெᆦᆦ) /H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Sales Director of
Social Computing
Division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 5,000 0.003%
Liu Y ang (ݱ)H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Chief Front-end
Engineer of
Social Computing
Division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 5,000 0.003%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-37 –


--- page 486 ---
Name Address
Position(s) held
within our Group Date of grant Vesting period
Exercise price
(RMB)
Number of Shares
underlying the
outstanding and
unexercised
Options as of the
Latest Practicable
Date
Shares underlying
the outstanding
and unexercised
Options as an
approximate
percentage of
enlarged issued
share capital of our
Company
immediately after
completion of the
Global Offering
(Assuming that the
Over-allotment
Option are not
exercised)
Fu Baicheng ( బԺϓ) /H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Intermediate JA V A
Development
Engineer of
Social Computing
Division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 6,000 0.003%
Liu Hongyu ( ᄎ҃ρ) /H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Intermediate NLP
Algorithm
Engineer of
Social Computing
Division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 10,000 0.006%
Wu Meng ( ю഼) /H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Product Operation
of General AI
Division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 3,000 0.002%
Gao Tingting ( ৷ణణ) /H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Sales Director of
General AI
Division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 2,000 0.001%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-38 –


--- page 487 ---
Name Address
Position(s) held
within our Group Date of grant Vesting period
Exercise price
(RMB)
Number of Shares
underlying the
outstanding and
unexercised
Options as of the
Latest Practicable
Date
Shares underlying
the outstanding
and unexercised
Options as an
approximate
percentage of
enlarged issued
share capital of our
Company
immediately after
completion of the
Global Offering
(Assuming that the
Over-allotment
Option are not
exercised)
Tian Guanlong (Ꮂ) /H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Senior JA V A
Development
Engineer of
General AI
Division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 5,000 0.003%
Dong Lifeng (ࢤ)H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
General Manager of
Medical AI
Division, General
Manager of
Tianjin Wen Ge
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 62,600 0.036%
Ge Ren ( ˑɵ) /H1118/H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Project manager of
AI division
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 5,000 0.003%
Li Junfeng (ቜ) /H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Director of AI R&D
center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 5,000 0.003%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-39 –


--- page 488 ---
Name Address
Position(s) held
within our Group Date of grant Vesting period
Exercise price
(RMB)
Number of Shares
underlying the
outstanding and
unexercised
Options as of the
Latest Practicable
Date
Shares underlying
the outstanding
and unexercised
Options as an
approximate
percentage of
enlarged issued
share capital of our
Company
immediately after
completion of the
Global Offering
(Assuming that the
Over-allotment
Option are not
exercised)
Li Qingxiao ( ҽᅅወ) /H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Manager of AI
R&D center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 7,500 0.004%
Sun Lei (ཤ) /H1118/H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Manager of AI
R&D center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 10,000 0.006%
Wang Jingyi (֝)H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Manager of AI
R&D center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 20,000 0.012%
Hao Y anni ( ৠᜮ֋) /H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Manager of AI
R&D center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 10,000 0.006%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-40 –


--- page 489 ---
Name Address
Position(s) held
within our Group Date of grant Vesting period
Exercise price
(RMB)
Number of Shares
underlying the
outstanding and
unexercised
Options as of the
Latest Practicable
Date
Shares underlying
the outstanding
and unexercised
Options as an
approximate
percentage of
enlarged issued
share capital of our
Company
immediately after
completion of the
Global Offering
(Assuming that the
Over-allotment
Option are not
exercised)
Li Dong (؇)H1118/H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Senior JA V A
development
engineer of AI
R&D center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 5,000 0.003%
Dong Liwei ( ໨ɢၪ)/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
NLP algorithm
engineer of AI
R&D center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 20,000 0.012%
Dong Y ao ( ໨᪙) /H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
NLP algorithm
engineer of AI
R&D center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 20,000 0.012%
Xiao Xinglin (೙) /H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
NLP algorithm
engineer of AI
R&D center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 20,000 0.012%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-41 –


--- page 490 ---
Name Address
Position(s) held
within our Group Date of grant Vesting period
Exercise price
(RMB)
Number of Shares
underlying the
outstanding and
unexercised
Options as of the
Latest Practicable
Date
Shares underlying
the outstanding
and unexercised
Options as an
approximate
percentage of
enlarged issued
share capital of our
Company
immediately after
completion of the
Global Offering
(Assuming that the
Over-allotment
Option are not
exercised)
Zhao Jiahao ( ႻྗႴ) /H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Intermediate
algorithm
engineer of AI
R&D center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 42,467 0.025%
Liu Daojing ( ᄎ༸ԯ) /H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Manager of cloud
computing
technology
department
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 5,000 0.003%
Wu Xuemin (ኪઽ) /H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Deputy general
manager of AI
general
application
division
April 14, 2026 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 10,000 0.006%
Lin Liangdong (૑ಊ) /H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Financial reporting
manager of
finance center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 10,000 0.006%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-42 –


--- page 491 ---
Name Address
Position(s) held
within our Group Date of grant Vesting period
Exercise price
(RMB)
Number of Shares
underlying the
outstanding and
unexercised
Options as of the
Latest Practicable
Date
Shares underlying
the outstanding
and unexercised
Options as an
approximate
percentage of
enlarged issued
share capital of our
Company
immediately after
completion of the
Global Offering
(Assuming that the
Over-allotment
Option are not
exercised)
Li Weili ( ҽၪᘆ) /H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Deputy Manager
and Head of
Financial center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 5,000 0.003%
Zeng Duan ( ಀ၌) /H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
General manager of
human resources
center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 112,356 0.065%
Li Shuyuan (๕) /H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Director of human
resources center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 24,828 0.014%
Zheng Hongliang (ڥݳ)H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Recruitment director
of human
resources center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 50,000 0.029%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-43 –


--- page 492 ---
Name Address
Position(s) held
within our Group Date of grant Vesting period
Exercise price
(RMB)
Number of Shares
underlying the
outstanding and
unexercised
Options as of the
Latest Practicable
Date
Shares underlying
the outstanding
and unexercised
Options as an
approximate
percentage of
enlarged issued
share capital of our
Company
immediately after
completion of the
Global Offering
(Assuming that the
Over-allotment
Option are not
exercised)
Zhang Y afei (࠭)H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Employee relations
supervisor of
human resources
center
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 10,000 0.006%
Li Dina (ࢆࠔ)H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
General manager of
legal department
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 30,000 0.017%
Li Peng ( ҽᘄ) /H1118/H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Director of internal
audit department,
head of operation
management
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 40,000 0.023%
Y ang Nana (ࢆࢆ)H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Administrative
supervisor of
general manager’s
office
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 8,000 0.005%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-44 –


--- page 493 ---
Name Address
Position(s) held
within our Group Date of grant Vesting period
Exercise price
(RMB)
Number of Shares
underlying the
outstanding and
unexercised
Options as of the
Latest Practicable
Date
Shares underlying
the outstanding
and unexercised
Options as an
approximate
percentage of
enlarged issued
share capital of our
Company
immediately after
completion of the
Global Offering
(Assuming that the
Over-allotment
Option are not
exercised)
Liu Chang ( ᄎ࿫) /H1118/H1118/H1118/H1118Room 717, 7th Floor,
Building 9, North 4th Ring
Road West, Haidian
District Beijing, China
Manager of general
manager’s office
June 10, 2025 25% of the total granted
share options shall vest one
year from the date of grant
and the remaining 75%
shall vest on each year
thereafter over the next
three years in equal portion
17.9 4,000 0.002%
1,913,590 1.1054%
B. Pre-IPO Employee Share Schemes
In recognition of the contributions of our key employees and to incentivize them to
further promote our development, the Pre-IPO Employee Share Schemes were adopted and
approved on December 14, 2020 and February 24, 2023 respectively, to award the partnership
interest in our employee share platforms to the scheme participants. The Pre-IPO Employee
Share Schemes is not subject to the provision of Chapter 17 of the Listing Rules as it does not
involve the grant of share awards by our Company to subscribe for the H Shares after the
Listing. As of the Latest Practicable Date, all shares under the Pre-IPO Employee Share
Schemes were granted to and subscribed for by the eligible participants through the relevant
employee share platforms, namely Wenge Zhicai, Wenge Jiangcai, Zhongke Y oucai, Zhongke
Quncai, Zhongke Yingcai, Zhongke Huicai and Zhongke Cuicai. All Shares issued under the
Pre-IPO Employee Share Schemes are Domestic Unlisted Share(s) and to be converted into H
Shares on a one-for-one basis upon completion of the “full circulation” and Global Offering.
No new awards will be further granted after the Listing pursuant to Pre-IPO Employee Share
Schemes.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-45 –


--- page 494 ---
The following is a summary of the principal terms of the Pre-IPO Employee Share
Schemes:
Purpose
The main purpose of the Pre-IPO Employee Share Schemes is to establish and improve
the Company’s incentive mechanism to maximize employee initiative, motivation and
creativity of Participants, facilitating shared participation in corporate value appreciation and
personal wealth accumulation, and to foster employees’ belonging and achieve shared growth
between Participants and the Company.
Administration
The general meeting of the Company, as the supreme authority, shall review and approve
the Pre-IPO Employee Share Schemes and/or all amendments thereto. The Board and its duly
authorized Equity Incentive Task Force shall serve as the “Administration” for the Pre-IPO
Employee Share Schemes, who is responsible for formulating, interpreting, and amending the
schemes, and administering relevant matters within the authorized purview of general meeting.
The Administration shall hold authority over all necessary or appropriate matters
concerning the Pre-IPO Employee Share Schemes.
Eligible Participants
Participants under the Pre-IPO Employee Share Schemes includes the Directors, senior
management, core technical personnel or key business staff, plus other individuals designated
by the Company for materially influencing business performance or future development.
Form of Awards under the Pre-IPO Employee Share Schemes
The participants shall subscribe for partnership interests of the relevant employee share
platforms, which are limited partnerships, as limited partners according to the number of
awards granted under the Pre-IPO Employee Share Schemes, thereby indirectly holding the
Shares of our Company by virtue of their capacity as limited partners of the relevant Pre-IPO
Employee Share Schemes.
Lock-up Period and Transfer Restrictions
Certain awards shall be subject to a vesting period with (i) 10% of incentive Shares vested
immediately on the date being granted and 30%, 20%, 20% and 20% respectively on the first,
second, third and fourth year commences upon the date of grant; (ii) commencing from the
vesting commencement date, 25%, 25%, 25%, and 25% of the number of Incentive Shares
granted under the Incentive Share will be vested respectively after each full year; and (iii) one
third maturing each year for a total of 3 years (calculated from date of grant).
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-46 –


--- page 495 ---
Unless attaining agreement by the Administration, participants shall not, among others,
transfer the awarded Shares prior to the Company’s listing. Upon subsequent public listing, all
awarded Shares held by participants shall be subject to mandatory Lock-up Period as required
by securities regulatory commission or stock exchange, during which transfers are strictly
prohibited.
Rights Attached to Awards
The general partner(s) of the relevant employee share platforms shall exercise voting
rights on behalf of the eligible participants under the Pre-IPO Employee Share Schemes in
respect of the Shares underlying the awards. The eligible participants under the Pre-IPO
Employee Share Schemes have the rights to any dividends or distributions from any Shares
underlying the awards.
Details of shares held by the relevant employee share platforms and interests granted
under the Pre-IPO Employee Share Schemes
As of the date of this prospectus, all partnership interests in the relevant employee share
platforms have been granted to and subscribed by the participants as limited partners, and the
relevant registration had been completed. The relevant employee share platforms held a total
of 16,424,415 Shares in our Company representing approximately 10.38% of the total issued
shares of our Company as of the Latest Practicable Date, all of which have been utilized for
granting awards to participants of the Pre-IPO Employee Share Schemes in the form of limited
partnership interests in the relevant employee share platforms.
Details of the grants made to Directors, senior management and connected persons under
the Pre-IPO Employee Share Schemes are set out below:
Name
Percentage of capital contribution in relevant employee share platform
Approximate
number of Shares
corresponding to
partnership
interests held in
the employee
share
platforms (1)
Approximate
shareholding
percentage of
total issued
Shares
immediately
prior to the
Listing (2)
Wenge
Zhicai (3)
Wenge
Jiangcai (3)
Zhongke
Y oucai(4)
Zhongke
Quncai (5)
Zhongke
Yingcai (5)
Zhongke
Huicai (5)
Zhongke
Cuicai (5)
Director
Mr. Qu Baoyu /H1118/H1118/H1118/H1118/H1118/H111819.29% – – 7.81% 32.43% – – 2,399,454 1.52%
Mr. Cao Jia /H1118/H1118/H1118/H1118/H1118/H1118/H11182.21% – – 16.45% – 33.33% – 1,599,600 1.01%
Ms. Zhang Xina /H1118/H1118/H1118/H1118/H11189.90% – – 7.81% – 18.52% – 1,399,671 0.88%
Core R&D team members
(other than Directors) /H1118 8.46% – – 13.98% 3.82% 14.81% 29.34% 1,599,513 1.01%
Connected persons (other
than the persons
above)
(6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.75% – – 2.12% 0.97% – 12.42% 251,394 0.38%
Other grantees /H1118/H1118/H1118/H1118/H1118/H111858.40% 100% 100% (4) 51.83% 62.78% 33.33% 58.24% 9,178,448 5.80%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-47 –


--- page 496 ---
Notes:
(1) To illustrate the indirect interests of grantees in the Shares, the number of Shares are presented and calculated
by multiplying the relevant percentage of their partnership interests in the relevant employee share platforms
by the total number of Shares held by such relevant employee share platforms.
(2) For details of the conversion of Domestic Unlisted Shares to H Shares held by the relevant employee share
platforms, see “History, Reorganization and Corporate Structure — Capitalization of Our Company”.
(3) Excluding general partnership interests held by Dr. Wang.
(4) Excluding general partnership interests held by Ms. Zeng Duan. Zhongke Y oucai’s limited partners are
Zhongke Quncai, Zhongke Yingchai, Zhongke Huicai and Zhongke Cuicai who is interested in approximately
26.4923%, 33.6214%, 34.6819% and 5.2044% respectively.
(5) Excluding general partnership interests held by Mr. Wang Yigang.
(6) Including 3 supervisors of our subsidiaries.
5. OTHER INFORMATION
A. Estate Duty
We have been advised that no material liability for estate duty under PRC law is likely
to fall upon the Group.
B. Litigation
As of the Latest Practicable Date, save as disclosed in this prospectus, our Group is not
involved in any material litigation, arbitration or administrative proceedings. So far as we are
aware, no material litigation, arbitration or administrative proceedings are pending or
threatened.
C. Sponsor
The Sponsor has made an application on behalf of the Company to the Listing Committee
for listing of, and permission to deal in, the H Shares of the Company, including any additional
Offer Shares which may be issued pursuant to the exercise of the Pre-IPO Share Option and
the Over-allotment Option. All necessary arrangements have been made enabling the H Shares
to be admitted into CCASS.
The Sponsor satisfies the independence criteria applicable to sponsor set out in Rule
3A.07 of the Listing Rules.
Our Company has entered into an engagement agreement with the Sponsor, pursuant to
which our Company agreed to pay a total amount of US$800,000 to the Sponsor to act as the
sponsor to our Company in the Global Offering.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-48 –


--- page 497 ---
D. Compliance Adviser
Our Company have appointed Fosun International Capital Limited as its compliance
adviser in compliance with Rule 3A.19 of the Listing Rules.
E. Preliminary Expenses
Our Company has not incurred any material preliminary expenses.
F. Promoter(s)
The promoters of the Company are all of the then six Shareholders as of March 20, 2017
immediately before the establishment of our Company. For details of the promoters of the
Company, see “History and Corporate Structure” in this prospectus.
Save as disclosed in this prospectus, within the two years immediately preceding the date
of this prospectus, no cash, securities or other benefit have been paid, allotted or given or have
been proposed to be paid, allotted or given to the above promoters in connections with the
Global Offering or related transactions in this prospectus.
G. Qualification of Experts
The qualifications of the experts are as follows:
Name Qualification
China International Capital
Corporation Hong Kong Securities
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation under the SFO for type 1
(dealing in securities), type 2 (dealing in
futures contracts), type 4 (advising on
securities), type 5 (advising on futures
contracts) and type 6 (advising on corporate
finance) of the regulated activities as defined
under the SFO
Ernst & Y oung /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified public accountants and public interest
entity auditors
King & Wood /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC Legal Advisor
Hogan Lovells International LLP /H1118/H1118/H1118/H1118Legal advisor as to U.S. regulatory laws and
International Sanctions laws in connection
with the Listing
China Insights Industry Consultancy
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Independent industry consultant
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-49 –


--- page 498 ---
H. Taxation of Holders of H Shares
The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty if such
sale, purchase and transfer are effected on the H Share register of members of the Company,
including in circumstances where such transaction is effected on the Stock Exchange. For
further information in relation to taxation, see “Appendix III — Taxation and Foreign
Exchange” in this prospectus.
I. No Material Adverse Change
The Directors confirm that there has been no material adverse change in our financial or
trading position since December 31, 2025 (being the date on which our latest audited financial
statements were made up) to the date of this prospectus.
J. Binding Effect
This prospectus shall have the effect, if an application is made in pursuance hereof, of
rendering all persons concerned bound by all the provisions (other than the penal provisions)
of sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance so far as applicable.
K. Bilingual prospectus
The English language and Chinese language versions of this prospectus are being
published separately in reliance upon the exemption provided by section 4 of the Companies
(Exemption of Companies and prospectuses from Compliance with Provisions) Notice
(Chapter 32L of the Laws of Hong Kong).
L. Miscellaneous
Save as disclosed in this prospectus,
(a) within the two years preceding the date of this prospectus, our Company has not
issued nor agreed to issue any share or loan capital fully or partly paid either for
cash or for a consideration other than cash;
(b) no Share or loan capital of our Company, if any, is under option or is agreed
conditionally or unconditionally to be put under option;
(c) our Company has not issued nor agreed to issue any founder shares, management
shares or deferred shares;
(d) our Company has no outstanding convertible debt securities or debentures;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-50 –


--- page 499 ---
(e) within the two years immediately preceding the date of this prospectus, no
commission, discount, brokerage or other special term has been granted in
connection with the issue or sale of any capital of any member of our Group;
(f) there is no arrangement under which future dividends are waived or agreed to be
waived;
(g) our Company currently does not intend to apply for the status of a sino-foreign
investment joint stock limited company and does not expect to be subject to the
Foreign Investment Law of the PRC;
(h) there has been no interruption in our business which may have or have had a
significant effect on our financial position in the last 12 months; and
(i) none of the equity and debt securities of our Company, if any, is listed or dealt
within any other stock exchange nor is any listing or permission to deal in other
stock exchanges being or proposed to be sought.
M. Consents
Each of the experts as referred to in “— 5. Other Information — G. Qualification of
Experts” in this Appendix has given, and has not withdrawn their written consents to the issue
of this prospectus with the inclusion of their reports and/or letters and/or the references to their
names included herein in the form and context in which they are respectively included.
None of the experts named above has any shareholding interests in any member of our
Group or the right (other than the penal provisions) of section 44A of the Companies (Winding
Up and Miscellaneous Provisions) Ordinance so far as applicable.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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1. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG
KONG
The documents attached to the copy of this prospectus delivered to the Registrar of
Companies in Hong Kong for registration were:
(1) copies of the material contract referred to in “2. Further Information about Our
Business — A. Summary of Material Contract” in Appendix VI; and
(2) the written consents referred to in “5. Other information — M. Consents of Experts”
in Appendix VI.
2. DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the websites of our
Company at www.wenge.com (with respect to Chinese version) and www.wenge.com (with
respect to English version) and on the website of the Stock Exchange at www.hkexnews.hk up
to and including the date which is 14 days from the date of this prospectus:
(1) the Articles of Association in Chinese;
(2) the Accountants’ Report from Ernst & Y oung, the text of which is set out in
Appendix I;
(3) the audited consolidated financial statements of our Group for the three years ended
December 31, 2025;
(4) the report from Ernst & Y oung relating to the unaudited pro forma financial
information and the text of which is set out in Appendix II;
(5) the material contract referred to in “2. Further Information about Our Business —
A. Summary of Material Contract” in Appendix VI;
(6) the written consents referred to in “5. Other information — M. Consents of Experts”
in Appendix VI;
(7) the contracts referred to in “3. Further Information about Our Directors and
Substantial Shareholders — A. Directors — (b) Particulars of Directors’ Contracts”
in Appendix VI;
(8) the legal opinions issued by King & Wood, our PRC Legal Advisor, in respect of
certain general corporate matters and our Group’s business operations in the PRC;
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE ON DISPLAY
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(9) the memoranda of advice issued by Hogan Lovells International LLP , our legal
advisor as to U.S. regulatory laws and International Sanctions laws;
(10) the PRC Company Law and the Trial Administrative Measures together with their
unofficial English translations;
(11) the industry report issued by China Insights Industry Consultancy Limited;
(12) the terms of the Pre-IPO Share Award Scheme; and
(13) the rules of our Pre-IPO Share Option Scheme.
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE ON DISPLAY
– VII-2 –


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北京中科聞歌科技股份有限公司
Beijing Zhongke WengeAI Science and Technology Co., Ltd.*
