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DELTON TECHNOLOGY (GUANGZHOU) INC.
ʮ̡
(A joint stock company incorporated in the People’s Republic of China with limited liability)
Stock Code: 1989
Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
(in alphabetical order)
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators,
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
DELTON TECHNOLOGY (GUANGZHOU) INC.
ʮ̡
(A joint stock company incorporated in the People’s Republic of China with limited liability)
Stock Code: 1989
GLOBAL OFFERING


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If you are in any doubt about any of the contents of this Prospectus, you should obtain independent professional advice.
Delton Technology (Guangzhou) Inc.
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
: 46,000,000 H Shares
Number of Hong Kong Offer Shares : 4,600,000 H Shares (subject to
reallocation)
Number of International Offer Shares : 41,400,000 H Shares (subject to
reallocation)
Maximum Offer Price : HK$71.88 per H Share, plus brokerage of
1%, SFC transaction levy of 0.0027%,
Stock Exchange trading fee of 0.00565%
and AFRC transaction levy of 0.00015%
(payable in full on application in Hong
Kong dollars and subject to refund)
Nominal value : RMB1.00 per H Share
Stock code : 1989
Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators,
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners
and Joint Lead Managers
(in alphabetical order)
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no
responsibility 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 Display —
1. Documents Delivered to the Registrar of Companies” in Appendix VII, has been registered by the Registrar of Companies in Hong Kong as required by section
342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). Neither the Securities and Futures
Commission of Hong Kong nor the Registrar of Companies in Hong Kong takes any responsibility as to the contents of this Prospectus or any other document s
referred to above.
The Offer Price is expected to be determined by agreement between the Sponsor-Overall Coordinators (for themselves and on behalf of the Overall Coordinators and
the Underwriters) and us on or around Wednesday, March 18, 2026. The Offer Price will be no more than HK$71.88 per Offer Share. If, for any reason, the Offer
Price is not agreed by 12:00 noon on Wednesday, March 18, 2026, the Global Offering will not proceed and will lapse.
The Sponsor-Overall Coordinators (for themselves and on behalf of other Overall Coordinators and the Underwriters) may, with our consent, reduce th e
number of Offer Shares being offered under the Global Offering at any time on or prior to the morning of the last day for lodging applications under the
Hong Kong Public Offering. See “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” for further details.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Sponsor-Overall Coordinators (for
themselves and on behalf of the Overall Coordinators and the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Se e
“Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for termination” for further details.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and may not be offered, sold,
pledged or transferred within the United States, except pursuant to an available exemption from, or in transactions not subject to, the registration requirements of the
U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S.
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 public.
This Prospectus is available at the website of the Stock Exchange at www.hkexnews.hk and our website at www.delton.com.cn . If you require a printed copy
of this Prospectus, you may download and print from the website addresses above.
March 12, 2026
IMPORTANT


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IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offering. We will not provide printed copies of this Prospectus 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.delton.com.cn. If you require a printed copy of this
Prospectus, you may download and print from the website addresses above.
To apply for the Hong Kong Offer Shares, you may:
(1)
apply online via the HK eIPO White Form service at www.hkeipo.hk;o r
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian who is
a HKSCC Participant to give electronic application instructions via HKSCC’s
FINI system to apply for the Hong Kong Offer Shares on your behalf.
We will not provide any physical channels to accept any application for the Hong Kong
Offer Shares by the public. The contents of the electronic version of this Prospectus are
identical to the printed Prospectus as registered with the Registrar of Companies in Hong Kong
pursuant to section 342C of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance.
If you are an intermediary, br
 oker or agent, please remind your customers, clients or
principals, as applicable, that this Prospectus is available online at the website addresses stated
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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Your application through the HK eIPO White Form service or the HKSCC EIPO
channel must be made for a minimum of 100 Hong Kong Offer Shares and in multiples of that
number of Hong Kong Offer Shares as set out in the table below. No application for any other
number of Hong Kong Offer Shares will be considered and such an application is liable to be
rejected.
If you are applying through the HK eIPO White Form service, you may refer to the
table below for the amount payable for the number of H Shares you have selected. You must
pay the respective maximum amount payable on application in full upon application for Hong
Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, you are required to pre-fund
your application based on the amount specified by your broker or custodian, as determined
based on the applicable laws and regulations in Hong Kong.
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable
(2)
on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
100 7,260.49 2,000 145,209.82 10,000 726,049.10 300,000 21,781,472.95
200 14,520.98 2,500 181,512.27 20,000 1,452,098.20 400,000 29,041,963.92
300 21,781.47 3,000 217,814.72 30,000 2,178,147.29 500,000 36,302,454.90
400 29,041.96 3,500 254,117.18 40,000 2,904,196.39 600,000 43,562,945.88
500 36,302.45 4,000 290,419.63 50,000 3,630,245.49 700,000 50,823,436.85
600 43,562.94 4,500 326,722.10 60,000 4,356,294.59 800,000 58,083,927.85
700 50,823.44 5,000 363,024.55 70,000 5,082,343.69 900,000 65,344,418.82
800 58,083.93 6,000 435,629.46 80,000 5,808,392.79 1,000,000 72,604,909.80
900 65,344.43 7,000 508,234.37 90,000 6,534,441.88 1,500,000 108,907,364.70
1,000 72,604.91 8,000 580,839.28 100,000 7,260,490.98 2,000,000 145,209,819.60
1,500 108,907.36 9,000 653,444.19 200,000 14,520,981.95 2,300,000 (1) 166,991,292.55
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer
Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and
AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants
(as defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made
through the application channel of the HK eIPO White Form service) while the SFC transaction levy, the
Stock Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and
the AFRC, respectively.
IMPORTANT


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Should there be any changes to the dates mentioned in the following expected
timetable of the Hong Kong Public Offering, an announcement will be made and published
on the website of the Stock Exchange at www.hkexnews.hk and our website at
www.delton.com.cn of the revised timetable.
Hong Kong Public Offering commences .............................. 9:00 a.m. on
Thursday, March 12, 2026
Latest time for completing electronic applications under
the HK eIPO White Form service through the designated
website at www.hkeipo.hk (2) ................................... 11:30 a.m. on
Tuesday, March 17, 2026
Application lists open (3) ......................................... 11:45 a.m. on
Tuesday, March 17, 2026
Latest time for (a) completing payment for HK eIPO White Form
applications by effecting internet banking transfer(s) or
PPS payment transfer(s) and (b) giving electronic
application instructions to HKSCC ............................. 12:00 noon on
Tuesday, March 17, 2026
If you are instructing your broker or custodian who is a HKSCC Participant to apply for
Hong Kong Offer Shares on your behalf, you are advised to contact your broker or custodian
for the latest time for giving such instructions, which may be different from the latest time as
stated above.
Application lists close
(3) ........................................ 12:00 noon on
Tuesday, March 17, 2026
Expected Price Determination Date (4) .....................a to r before 12:00 noon on
Wednesday, March 18, 2026
Announcement of the final Offer Price, the level of applications
in the Hong Kong Public Offering, the level of indications of
interest in the International Offering and the basis of allocation
of the Hong Kong Offer Shares to be published on the website
of the Stock Exchange at www.hkexnews.hk and
our website at www.delton.com.cn by
(5) .......................... 11:00 p.m. on
Thursday, March 19, 2026
EXPECTED TIMETABLE (1)
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Results of allocation in the Hong Kong Public Offering to be available through a variety
of channels as described in “How to Apply for Hong Kong Offer Shares — B. Publication of
Results,” including through:
(1) in the announcement to be posted on our
website and the website of the Stock Exchange
at www.delton.com.cn and www.hkexnews.hk
respectively ............................ ………………at or before 11:00 p.m.
on Thursday, March 19, 2026
(2) from the “Allotment Results” page at the designated results
of allocations website at www.hkeipo.hk/IPOResult
(or www.tricor.com.hk/ipo/result ) with a “search by ID”
function on a 24-hour basis from .............................. 11:00 p.m. on
Thursday, March 19, 2026 to
12:00 midnight on
Wednesday, March 25, 2026
(3) the allocation results telephone enquiry line
by calling +852 3691 8488 ............................ between 9:00 a.m. and
6:00 p.m. from
Friday, March 20, 2026 to
Wednesday, March 25, 2026
on a business day
For those applying through HKSCC EIPO channel,
you may also check with your broker or
custodian from ............................................... 6:00 p.m. on
Wednesday, March 18, 2026
H Share certificates in respect of wholly or partially
successful applications to be dispatched or deposited
into CCASS on or before
(6)(7) ......................... Thursday, March 19, 2026
HK eIPO White Form e-Auto Refund payment instructions
or refund checks in respect of wholly or partially
unsuccessful applications (or wholly successful applications,
if applicable) to be dispatched on or before
(8) ............... Friday, March 20, 2026
Dealings in H Shares on the Stock Exchange to commence at ............. 9:00 a.m. on
Friday, March 20, 2026
Notes:
(1) All dates and times refer to Hong Kong local dates and times.
(2) You will not be permitted to submit your application under the HK eIPO White Form service through the
designated website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have
already submitted your application and obtained an application reference number from the designated website
prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of
application monies) until 12:00 noon on the last day for submitting applications, when the application lists
close.
(3) If there is/are a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning signal and/or
Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Tuesday, March
17, 2026, the application lists will not open or close on that day. See “How to Apply for Hong Kong Offer
Shares — E. Severe Weather Arrangements.”
EXPECTED TIMETABLE (1)
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(4) The Offer Price is expected to be determined on or before Wednesday, March 18, 2026 (which, at the earliest,
could be Wednesday, March 18, 2026) and in any event not later than 12:00 noon on Wednesday, March 18,
2026. If, for any reason, the Offer Price is not agreed between the Sponsor-Overall Coordinators (for
themselves and on behalf of other Overall Coordinators and the Underwriters) and our Company by 12:00
noon on Wednesday, March 18, 2026, the Global Offering will not proceed and will lapse.
(5) None of the websites or any of the information contained on the websites forms part of this Prospectus.
(6) Applicants being individuals must not authorize any other person to collect on their behalf. Applicants being
corporations must attend by their respective authorized representative bearing a letter of authorization from
the corporation stamped with the corporation’s chop. Evidence of identity acceptable to the H Share
Registrar, Tricor Investor Services Limited, must be produced at the time of collection. Uncollected H Share
certificate(s) will be sent to the addresses specified in the relevant application instructions by ordinary post at
the applicants’ own risk. See “How to Apply for Hong Kong Offer Shares — D. Dispatch/Collection of H
Share Certificates and Refund of Application Monies.”
(7) The H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date, which is
expected to be Friday, March 20, 2026, provided that the Global Offering has become unconditional in all
respects and the right of termination described in “Underwriting — Underwriting Arrangements and
Expenses — Hong Kong Public Offering — Grounds for Termination” has not been exercised. Investors who
trade H Shares 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.
(8) HK eIPO White Form e-Auto Refund payment instructions or refund checks will be issued in respect of
wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering and in respect of
wholly successful applications in the event that the Offer Price is less than the price payable per H Share on
application. Part of the applicant’s identification document number, or, if the application is made by joint
applicants, part of the identification document number of the first-named applicant, provided by the
applicant(s) may be printed on the refund check, if any. Such data would also be transferred to a third party for
refund purposes. Banks may require verification of an applicant’s identification document number before
encashment of the refund check. Inaccurate completion of an applicant’s identification document number may
invalidate or delay encashment of the refund check.
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 (1)
– iii –


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IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This Prospectus is issued by our Company solely in connection with the Hong Kong
Public Offering and does not constitute an offer to sell or a solicitation of an offer to
buy any security other than the Hong Kong Offer Shares offered by this Prospectus
pursuant to the Hong Kong Public Offering. This Prospectus may not be used for the
purpose of, and does not constitute, an offer or invitation in any other jurisdiction or in
any other circumstances. No action has been taken to permit a public offering of the
Offer Shares in any jurisdiction other than Hong Kong and no action has been taken to
permit the distribution of this Prospectus in any jurisdiction other than Hong Kong. The
distribution of this Prospectus and the offering of the Offer Shares in other
jurisdictions are subject to restrictions and may not be made except as permitted under
the applicable securities laws of such jurisdictions 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. The Hong Kong Public Offering is made solely on the basis of the
information contained and the representations made in this Prospectus. We have not
authorized anyone to provide you with information that is different from what is
contained in this Prospectus. Any information or representation not made in this
Prospectus must not be relied on by you as having been authorized by us, the Joint
Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Capital Market
Intermediaries, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, any
of our or their respective directors, officers, employees, agents, or representatives or
any other person or party involved in the Global Offering.
Page
Expected Timetable .................................................. i
Contents ........................................................... i v
Summary .......................................................... 1
Definitions ......................................................... 1 7
Glossary ........................................................... 2 7
Forward-looking Statements ........................................... 3 1
Risk Factors ........................................................ 3 2
Waivers and Exemption .............................................. 5 6
Information about this Prospectus and the Global Offering .................. 7 2
Directors and Parties Involved in the Global Offering ...................... 7 5
CONTENTS
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Corporate Information ............................................... 7 8
Industry Overview .................................................. 8 0
Regulatory Overview ................................................ 9 3
History, Development and Corporate Structure ........................... 1 0 9
Business ........................................................... 1 1 8
Financial Information ................................................ 1 8 1
Relationship with Our Controlling Shareholders .......................... 2 2 4
Connected Transactions .............................................. 2 2 8
Share Capital ....................................................... 2 3 5
Substantial Shareholders ............................................. 2 3 7
Directors and Senior Management ...................................... 2 3 8
Cornerstone Investors ............................................... 2 4 9
Future Plans and Use of Proceeds ...................................... 2 6 0
Underwriting ....................................................... 2 6 4
Structure of the Global Offering ....................................... 2 7 7
How to Apply for Hong Kong Offer Shares ............................... 2 8 4
Appendix I – Accountants’ Report ................................ I - 1
Appendix IIA – Unaudited Pro Forma Financial Information ............ IIA-1
Appendix IIB – Unaudited Preliminary Financial Information
for the year ended December 31, 2025 ................ IIB-1
Appendix III – Taxation and Foreign Exchange ....................... III-1
Appendix IV – Summary of Principal Legal and Regulatory Provisions .... I V - 1
Appendix V – Summary of the 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
–v–


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This summary aims to give you an overview of the information contained in this
Prospectus. As this is a summary, it does not contain all the information that may be
important to you, and is qualified in its entirety by and should be read in conjunction
with, the full text of this Prospectus. Y ou should read the whole document before you
decide to invest in the Offer Shares.
There are risks associated with any investment. Some of the particular risks
associated with investing in the Offer Shares are set out in “Risk F actors. ” Y ou should
read that section carefully before you decide to invest in the Offer Shares.
OVERVIEW
Who We Are
We primarily develop, manufacture and sell customized printed circuit boards (“ PCBs”)
for high performance servers and other computing applications. High performance servers
undertake core computing tasks and are specifically designed for compute-intensive tasks,
with their core function being the efficient processing of large-scale data, complex
algorithms, and compute-intensive operations. PCBs, providing a physical mounting platform
for components and enabling mechanical fixation and electrical connectivity between
components through conductive traces and solder pads, serve as a critical component of
electronics manufacturing. For further details, see “Industry Overview — Overview of Printed
Circuit Board Industry.”
According to Frost & Sullivan, we ranked third among high performance server PCB
manufacturers globally, and ranked first among high performance server PCB manufacturers
headquartered in the Chinese Mainland based on the cumulative revenue from high
performance server PCBs from 2022 to 2024. In 2022, 2023, 2024, and the nine months ended
September 30, 2024 and 2025, our revenue from computing application PCBs (mainly for high
performance servers, including AI servers and general-purpose servers) amounted to
RMB1,635.3 million, RMB1,858.2 million, RMB2,705.6 million, RMB1,961.7 million and
RMB2,833.2 million, representing 67.8%, 69.4%, 72.5%, 73.2% and 73.9% of our total
revenue in the same period, respectively.
Our Market Opportunities
According to Frost & Sullivan, the global demand for comprehensive electronic devices
continues to rise, driven by the growing adoption of AI and the expansion of datacenters,
Internet of Vehicles, robotics, and Internet of Things (“IoT”) applications. As critical
components in electronic products, PCBs have substantial growth opportunities. Such market
growth is primarily driven by the following factors: (i) growing global demand for computing
power drives the market of computing application PCBs, (ii) development in industrial control
and automotive electronics steadily increases demand for industrial application PCBs, and
(iii) upgrade and continual innovation in consumer electronics support stable growth for
consumer application PCBs. For details, see “Business — Overview — Our Market
Opportunities.”
OUR PRODUCTS
We provide (i) computing application PCBs, (ii) industrial application PCBs, and
(iii) consumer application PCBs. For details of our key products as of the Latest Practicable Date,
please see “Business — Our Products.”
SUMMARY
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OUR STRENGTHS
We believe that the following strengths contribute to our success: (i) A globally leading
manufacturer of critical components for high performance servers, positioned to benefit from
robust growth driven by the AI era; (ii) Long-term partnerships with leading global
downstream customers; (iii) Robust R&D capabilities and proven technological innovation;
(iv) Rapid and customized product delivery capabilities through joint design manufacturing;
and (v) Experienced and visionary management team.
OUR STRATEGIES
We are implementing the following strategies: (i) Market strategy: expanding and
deepening our global presence; (ii) Operation strategy: expanding high-value added product
portfolio and enhancing intelligent manufacturing; and (iii) Talent strategy: building a tiered
talent pipeline.
RESEARCH AND DEVELOPMENT
We have focused our R&D on developing and customizing PCBs for computing
applications. We continue to build our technological capabilities through researching on (i)
materials, which allows us to select, validate and apply optimal PCB materials based on
nuanced customer specifications, reducing our response times thereby capturing emerging
market opportunities in an efficient manner; (ii) manufacturing processes, in which we
develop processes tailored to high performance server PCBs, with continual refinements to
satisfy evolving and customized market demands; and (iii) product development, in which we
develop a joint design manufacturing (the “ JDM”) model that allows us to closely collaborate
with global leading server manufacturer customers throughout their product development
process. For further details, please see “Business — Research and Development.”
SALES AND MARKETING
Our Sales Network
We primarily sell our products through direct sales. Our direct sales customers consist
mainly of (i) end product brands, as the brand-owning companies that design, brand and
market their electronic products, and (ii) EMS providers, which manufacture and assemble
products based on specifications and designs from the end product brands. Under our sales
model with EMS providers, EMS providers directly place orders with us in some cases, while
in other cases the end product brand owners designate EMS providers to place orders with us.
Most of the products sold through direct sales feature customized specifications as requested
directly by our direct sales customers. This approach allowed us to deliver tailored products
and work closely to the needs of our direct sales customers.
We also sell to trading partners to extend our market reach and efficiently serve
smaller-scale end customers and end customers in certain regions. Besides, we also sell a
small portion of our products to other PCB manufacturers. We also collaborate with sales
partners to reinforce our relationship with our direct sales customers. Sales partner is not sales
agent and mainly supports us in market development and service support, facilitating
introductions and interactions between us and potential customers. We believe our diversified
sales channels enable us to maintain stable demand and expand our market presence. For
further details, see “Business — Sales and Marketing — Our Sales Partner.”
SUMMARY
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The following table sets forth a breakdown of the number of customers for our PCB
products by sales channel for the periods indicated:
Year ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
Direct sales customers (1)..... 1 1 8 1 3 0 1 3 8 1 5 5
Trading partners (1)(2) ....... 3 2 4 3 3 1 3 2
PCB manufacturers (1) ...... 1 9 1 7 1 4 1 5
Total ................... 169 190 183 202
Notes:
(1) Refers to the number of customers from whom we recognized revenue in the respective year.
(2) We engage with trading partners on an order-by-order basis, through individually issued purchase
orders, rather than formal distribution agreements. Accordingly, during the Track Record Period, there
were no terminations of business relationships involved in relation to our business relationship with
trading partners.
The following table sets forth a breakdown of revenue by sales channel in absolute
amounts and as a percentage of our revenue for the periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(Unaudited)
PCB
Direct sales (1) ......... 2,128,796 88.2 2,375,709 88.7 3,366,432 90.1 2,437,324 90.9 3,471,073 90.5
Sales through trading
partners ........... 105,760 4.4 117,931 4.4 105,059 2.8 76,179 2.9 99,563 2.6
Sales to PCB manufacturers . . . 37,230 1.6 43,496 1.6 7,889 0.3 5,732 0.2 4,095 0.1
Subtotal ............ 2,271,786 94.2 2,537,136 94.7 3,479,380 93.2 2,519,235 94.0 3,574,731 93.2
Other products (2) ......... 140,601 5.8 141,134 5.3 254,905 6.8 161,425 6.0 260,398 6.8
Total .............. 2,412,387 100.0 2,678,270 100.0 3,734,285 100.0 2,680,660 100.0 3,835,129 100.0
Notes:
(1) Revenue generated from direct sales involving sales partner amounted to RMB1,150.0 million,
RMB1,385.4 million, RMB1,789.8 million, RMB1,291.0 million and RMB1,411.8 million, in 2022,
2023, 2024, and the nine months ended September 30, 2024 and 2025, respectively.
(2) Other products were sold through our direct sales channel.
SUMMARY
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OUR PRODUCTION
Our principal production facilities are located in Guangdong Province and Hubei
Province, China, namely the Guangzhou base and the Huangshi base.
The table below sets forth our designed production capacity, actual production volume
and utilization rate for the years indicated:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
Guangzhou base
– Designed production capacity
(ten thousand sq. m.) (1) ............. 95.4 91.7 (2) 100.3 (3) 75.2 78.0
– Actual production volume
(ten thousand sq. m.) .............. 86.1 76.8 92.3 67.0 77.0
– Utilization rate (%) (4) ............... 90.2 83.7 (5) 92.1 89.1 98.7
Huangshi base
– Designed production capacity
(ten thousand sq. m.)
(6) ............. 56.0 83.4 87.3 65.5 72.4
– Actual production volume
(ten thousand sq. m.) .............. 30.9 49.1 56.4 41.9 55.2
– Utilization rate (%) ................ 55.1 58.9 64.7 64.0 76.3
Thai base
– Designed production capacity
(ten thousand sq. m.) .............. −−−− 15.0
– Actual production volume
(ten thousand sq. m.) .............. −−−− 1 . 8
– Utilization rate (%) ................ −−−− 12.0
(7)
Notes:
(1) Designed production capacity of the year is calculated based on the following assumptions:
(i) 300 operational days per year and 225 days per nine months, and (ii) 24 operating hours per day. The
calculation of production capacity excludes (i) production lines which were suspended for
maintenance/technical upgrades and (ii) newly launched production lines which were undergoing a test
period.
The designed production capacity of our production bases affected by the types and production requirements
of the PCBs being manufactured. The same production lines may be utilized for manufacturing PCBs of
varying specifications, complexity and layer counts, which can result in variations in production capacity. In
addition, during the Track Record Period, we periodically allocated sales orders between our Guangzhou base
and Huangshi base based on product specifications and applications. Specifically, the Huangshi base
primarily handles consumer and industrial-application PCBs, as well as certain mid- to low-end server PCBs,
while the Guangzhou base primarily focuses on high-end server PCBs. This allocation ensures that each base
can optimize its production capacity and meets specific product requirements.
(2) The designed production capacity of our Guangzhou base decreased in 2023, primarily due to the allocation
of sales orders for consumer and industrial-application PCBs to the Huangshi base. This led to more
production of PCBs with increased complexity, including more layers and higher processing difficulty,
resulting in lower designed production capacity.
(3) The designed production capacity of our Guangzhou base increased in 2024 as the Dongguan facility of the
Guangzhou base began operations, allowing for the relocation of certain processing steps to the Dongguan
facility. Such reallocation facilitated capacity enhancement of the Guangzhou base and expanded the
production capacity along with the utilization rate through technological upgrades.
SUMMARY
–4–


--- page 14 ---
(4) Utilization rate is calculated by dividing actual production volume by the designed production capacity.
(5) The utilization rate of our Guangzhou base decreased from 90.2% in 2022 to 83.7% in 2023, primarily due to
certain sales orders for the Guangzhou base being allocated to our Huangshi base for production in 2023.
(6) The designed production capacity of our Huangshi base increased from 2022 to 2023, and remained relatively
stable in 2024, primarily because the Huangshi base was in a production ramp-up phase, which resulted in a
then relatively lower designed production capacity in 2022.
(7) The utilization rate of our Thai production base was relatively low for the nine months ended September 30,
2025. The base only commenced commercial production in June 2025 and remained in the ramp-up phase
during the period. Certain production equipment and facilities were still undergoing testing, validation and
progressive commissioning, and not all production lines had reached full operational status.
To enhance our production capabilities and global reach, we have established a
production facility in Thailand, which commenced production by the end of June 2025. For
further details of our production bases and production capacity, actual output and utilization
rate, please see “Business — Production.”
CUSTOMERS AND SUPPLIERS
During each year/period of the Track Record Period, revenue generated from our five
largest customers amounted to RMB1,533.6 million, RMB1,756.7 million, RMB2,291.9
million and RMB2,270.7 million, respectively, accounting for 63.6%, 65.6%, 61.4% and
59.3% of our total revenue in the same periods, respectively. Revenue from our largest
customer in each year/period of the Track Record Period accounted for 26.5%, 26.6%, 24.6%
and 18.0% of our total revenue in the same periods, respectively. Our Directors are of the view
that we are not subject to any material end-customer or industry concentration that would have
a material adverse impact on our business operation and financial performance. See “Business
— Our Customers” for further details.
Our suppliers primarily consisted of raw material suppliers. In each year/period of the
Track Record Period, the total purchase amount from our five largest suppliers amounted to
RMB668.3 million, RMB766.0 million, RMB1,222.3 million and RMB1,325.9 million,
respectively, accounting for 53.7%, 58.2%, 63.1% and 59.8% of our total purchase amount in
the same periods, respectively. Purchases from our largest supplier in each year/period of the
Track Record Period accounted for 29.0%, 25.6%, 22.1% and 19.8% of our total purchase
amount in the same periods, respectively. See “Business — Our Suppliers — Our Major
Suppliers” for further details.
COMPETITIVE LANDSCAPE
We operate in a competitive and technology-intensive industry, where global customers
demand more advanced, higher-reliability, and application-specific PCBs. We compete with
global PCB manufacturers, especially high-layer-count PCBs and high-level HDI PCBs for
computing application. According to Frost & Sullivan, Chinese computing application PCB
manufacturers have established a strong foothold in the global market. Manufacturers from
Taiwan and the Chinese Mainland occupy the leading position in the global high performance
server PCB industry. There is intense local competition among PRC PCB manufacturers, and
each manufacturer has its own differentiated competitive strategy. Technological innovation,
customer resources and cost control are key factors in competition. As PCB manufacturers
from the Chinese Mainland gain increasing recognition from global customers, their global
market share is expected to grow steadily. See “Industry Overview” for further details.
SUMMARY
–5–


--- page 15 ---
RISK FACTORS
We believe there are certain risks and uncertainties involved in our operations, some of
which are beyond our control. These risks include, among others, the following: (i) Our
products are widely used by customers of various industries and sectors. Supply-demand
dynamics and other macro-economic factors that affect these industries and sectors where our
products are used may in turn impact our business, financial condition and results of
operations; (ii) If we are unable to appropriately address the technological development and
advancement in the industries and sectors where our products are used, our business, financial
condition and results of operations could be materially and adversely affected; (iii) We have
been and intend to continue investing significantly in R&D activities, and the development
cycles of our products can be long, which may impact our profitability and operating cash
flow and may not generate the results we expect to achieve; and (iv) Our success relies on the
continued services and contributions from key management and other highly qualified
personnel with specialized skills, including senior R&D personnel and skilled engineers.
SUMMARY OF HISTORICAL AND FINANCIAL INFORMATION
The summary of consolidated financial information should be read together with the
consolidated financial information to the Accountants’ Report set out in Appendix I to this
Prospectus, including the accompanying notes and the information set out in “Financial
Information” in this Prospectus.
Summary of Consolidated Statements of Profit or Loss
The following table sets out key items of our consolidated statements of profit or loss for
the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
REVENUE ............ 2,412,387 100.0 2,678,270 100.0 3,734,285 100.0 2,680,660 100.0 3,835,129 100.0
Cost of sales ........... (1,783,719) (73.9) (1,786,428) (66.7) (2,487,825) (66.6) (1,787,983) (66.7) (2,498,591) (65.2)
Gross profit ........... 628,668 26.1 891,842 33.3 1,246,460 33.4 892,677 33.3 1,336,538 34.8
Other income and gains ...... 84,710 3.5 32,595 1.2 91,212 2.4 35,420 1.3 49,315 1.3
Selling and marketing expenses . . . (69,018) (2.9) (85,287) (3.2) (106,620) (2.9) (76,638) (2.9) (91,516) (2.4)
Administrative expenses ...... (104,522) (4.3) (118,538) (4.4) (157,491) (4.2) (92,746) (3.5) (174,038) (4.4)
Research and development costs . . . (115,095) (4.8) (120,589) (4.5) (179,197) (4.8) (130,512) (4.9) (193,920) (5.1)
Other expenses .......... (102,432) (4.2) (89,213) (3.3) (116,016) (3.1) (60,259) (2.2) (88,449) (2.3)
Finance costs ........... (11,666) (0.5) (13,927) (0.5) (15,867) (0.4) (11,942) (0.4) (14,466) (0.4)
PROFIT BEFORE TAX ...... 310,645 12.9 496,883 18.6 762,481 20.4 556,000 20.7 823,464 21.5
Income tax expense ........ (30,994) (1.3) (82,197) (3.1) (86,381) (2.3) (63,505) (2.3) (99,645) (2.6)
PROFIT FOR THE YEAR/PERIOD . 279,651 11.6 414,686 15.5 676,100 18.1 492,495 18.4 723,819 18.9
OTHER COMPREHENSIVE
INCOME ............ – – – – 4,162 0.1 – – (5,757) (0.2)
TOTAL COMPREHENSIVE
INCOME FOR THE
YEAR/PERIOD ........ 279,651 11.6 414,686 15.5 680,262 18.2 492,495 18.4 718,062 18.7
SUMMARY
–6–


--- page 16 ---
Non-IFRS Measures
To supplement our consolidated financial statements that are presented in accordance
with IFRS Accounting Standards, we also use EBITDA (a non-IFRS measure) as an additional
financial measure, which is not required by, or presented in accordance with, IFRS
Accounting Standards. We define EBITDA (a non-IFRS measure) as profit for the year/period
adjusted by adding back (i) net finance costs, (ii) income tax expenses and (iii) depreciation
and amortization. We believe that this non-IFRS measure facilitates comparisons of operating
performance from period to period by eliminating potential impacts of certain items.
The following table sets forth a reconciliation of our EBITDA (non-IFRS measure) to
profit for the year/period in respect of the years/periods indicated:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Profit for the year/period ............. 279,651 414,686 676,100 492,495 723,819
Adjustments:
Income tax expense ................. 30,994 82,197 86,381 63,505 99,645
Net finance costs ................... 10,112 9,454 (1,486) (346) (411)
Depreciation and amortization ........... 144,703 168,584 176,833 132,979 163,197
EBITDA (a non-IFRS measure) ......... 465,460 674,921 937,828 688,633 986,250
Profit for the Y ear/Period
Our profit for the year/period increased by 48.3% from RMB279.7 million in 2022 to
RMB414.7 million in 2023 and further increased by 63.0% to RMB676.1 million in 2024 and
our profit for the year/period increased by 47.0% from RMB492.5 million in the nine months
ended September 30, 2024 to RMB723.8 million in the nine months ended September 30,
2025, primarily driven by the increasing demands from our customers for more computing
application PCB products.
Revenue
The following table sets forth a breakdown of our revenue by application of PCBs, in
absolute amounts and as percentages of our total revenue, for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
PCBs
Computing application PCBs . . . 1,635,289 67.8 1,858,189 69.4 2,705,557 72.5 1,961,717 73.2 2,833,230 73.9
Industrial application PCBs .... 290,697 12.1 260,785 9.7 280,768 7.5 194,195 7.2 291,932 7.6
Consumer application PCBs . . . 345,800 14.3 418,162 15.6 493,055 13.2 363,323 13.6 449,569 11.7
Subtotal ............ 2,271,786 94.2 2,537,136 94.7 3,479,380 93.2 2,519,235 94.0 3,574,731 93.2
Other Products (1) ......... 140,601 5.8 141,134 5.3 254,905 6.8 161,425 6.0 260,398 6.8
Total .............. 2,412,387 100.0 2,678,270 100.0 3,734,285 100.0 2,680,660 100.0 3,835,129 100.0
SUMMARY
–7–


--- page 17 ---
Note:
(1) Other products primarily include recyclable materials such as etching liquids, lamination frames and other
production residues.
The table below sets out a breakdown of our revenue by product category, in absolute
amounts and as percentages of our total revenue, for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
PCBs
Multilayer PCBs
Six and below layers ...... 553,877 23.0 599,595 22.4 638,373 17.1 496,044 18.5 486,781 12.7
Eight to 16 layers ....... 1,458,483 60.4 1,589,579 59.3 2,107,255 56.4 1,498,637 55.9 2,228,982 58.1
18 and above layers ...... 64,896 2.7 172,208 6.4 391,033 10.5 285,852 10.7 600,079 15.6
Subtotal ............ 2,077,256 86.1 2,361,382 88.1 3,136,661 84.0 2,280,533 85.1 3,315,842 86.4
HDI PCBs ........... 194,530 8.1 175,754 6.6 342,719 9.2 238,702 8.9 258,889 6.8
Subtotal ............. 2,271,786 94.2 2,537,136 94.7 3,479,380 93.2 2,519,235 94.0 3,574,731 93.2
Other Products (1) ......... 140,601 5.8 141,134 5.3 254,905 6.8 161,425 6.0 260,398 6.8
Total .............. 2,412,387 100.0 2,678,270 100.0 3,734,285 100.0 2,680,660 100.0 3,835,129 100.0
Note:
(1) Other products primarily include recyclable materials such as etching liquids, lamination frames and other
production residues.
The table below sets forth a breakdown of sales volume and average selling price of our
PCBs by product category for the periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
(sq. m.)
(RMB
per
sq.m.) (sq. m.)
(RMB
per
sq.m.) (sq. m.)
(RMB
per
sq.m.) (sq. m.)
(RMB
per
sq.m.) (sq. m.)
(RMB
per
sq.m.)
(Unaudited)
Multilayer PCBs
Six and below layers ....... 553,729 1,000 703,845 852 (1) 760,908 839 604,872 820 527,223 923 (2)
Eight to 16 layers ........ 540,267 2,700 454,826 3,495 (3) 592,995 3,554 417,110 3,593 633,767 3,517
18 and above layers ....... 8,315 7,805 18,009 9,562 37,878 10,323 27,126 10,519 74,011 8,108 (4)
Subtotal ............. 1,102,311 1,884 1,176,680 2,007 1,391,781 2,254 1,049,108 2,174 1,235,001 2,685
HDI PCBs ............ 66,417 2,929 55,218 3,183 99,807 3,434 59,387 4,019 102,490 2,526 (5)
Total .............. 1,168,727 1,944 1,231,898 2,060 1,491,588 2,333 1,108,544 2,273 1,337,491 2,673
SUMMARY
–8–


--- page 18 ---
Notes:
(1) The average selling price of our multilayer PCBs with six and below layers decreased from RMB1,000
per sq.m. in 2022 to RMB852 per sq.m. in 2023, primarily due to a shift in our product mix. This shift
is primarily characterized by increased sales of lower-layer LED PCBs and PCBs used in desktop tablet
devices, which are typically associated with lower pricing due to relatively simplified design and
standardized specifications.
(2) The average selling price of our multilayer PCBs with six and below layers increased from RMB820
per sq.m. in the nine months ended September 30, 2024 to RMB923 per sq.m. in the nine months ended
September 30, 2025. This increase was primarily driven by a shift in our product mix, including (i)
reduced sales volume of low-layer LED PCBs following a transition towards HDI LED PCBs, (ii) a
strategic reduction in sales for PCBs used in desktop tablet devices, and (iii) increased sales of server
PCBs which typically command higher average selling prices.
(3) The average selling price of our multilayer PCBs with eight to 16 layers increased from RMB2,700 per
sq.m. in 2022 to RMB3,495 per sq.m. in 2023, primarily due to (i) architecture upgrades and process
enhancements of our PCB products introduced during the same period in response to upgrades in
computing platforms adopted in customers’ server products and (ii) increased sales volumes of
higher-layer PCBs, particularly those between 14 to 16 layers, which generally command higher
selling prices.
(4) The average selling price of our multilayer PCBs with 18 and above layers decreased from RMB10,519
per sq.m. in the nine months ended September 30, 2024 to RMB8,108 per sq.m. in the nine months
ended September 30, 2025. This decrease was primarily due to an increased portion of sales of PCBs
with relatively lower layer count, driven by (i) increased sales of 18-layer PCBs and (ii) a
corresponding decline in the proportion of revenue generated from sales of 28-layer UBBs during the
same period.
(5) The average selling price of our HDI PCBs decreased from RMB4,019 per sq.m. in the nine months
ended September 30, 2024 to RMB2,526 per sq.m. in the nine months ended September 30, 2025,
primarily driven by a shift in our sales structure. This shift reflected (i) reduced sales of higher-priced
HDI server PCBs due to changes in customers’ business operations needs, and (ii) increased sales of
HDI LED PCBs (which replaced conventional low-layer LED PCBs), and HDI industrial control PCBs,
both of which typically command relatively lower selling prices.
See “Financial Information — Review of Historical Results of Operations — Revenue”
for details of reasons for fluctuations of revenue by product category.
The table below sets forth our revenue generated from sales of PCBs by region, based on
the delivery destination of our products, in absolute amounts and as percentages of our total
revenue, for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
Sales of PCBs
Offshore
Bonded zones (1) ......... 1,130,904 49.8 1,196,070 47.1 1,618,683 46.5 1,199,521 47.6 1,211,324 33.9
Hong Kong (2) .......... 412,309 18.1 387,052 15.3 531,453 15.3 350,873 13.9 765,133 21.4
– Transferred back to the
Chinese Mainland ..... 192,803 8.5 173,199 6.8 192,263 5.5 132,767 5.3 86,741 2.4
– Transferred to other Asian
countries ......... 76,582 3.4 69,264 2.7 151,874 4.4 95,806 3.8 350,211 9.9
– Transferred to Europe .... 56,776 2.5 46,947 1.9 48,711 1.4 38,188 1.5 40,490 1.1
– Transferred to America .... 37,297 1.6 71,021 2.8 124,102 3.6 72,995 2.9 235,871 6.6
– Transferred to other regions . 48,851 2.1 26,620 1.1 14,503 0.4 11,117 0.4 51,820 1.4
T a i w a n ............. 315,126 13.9 461,668 18.2 524,667 15.1 392,525 15.6 541,219 15.1
Others (3) ............ 19,757 0.9 14,887 0.6 7,950 0.2 6,535 0.3 8,211 0.2
Subtotal ............ 1,878,096 82.7 2,059,677 81.2 2,682,753 77.1 1,949,454 77.4 2,525,887 70.7
Chinese Mainland
(excluding bonded zones) ..... 393,690 17.3 477,459 18.8 796,627 22.9 569,781 22.6 1,048,844 29.3
Total .............. 2,271,786 100.0 2,537,136 100.0 3,479,380 100.0 2,519,235 100.0 3,574,731 100.0
SUMMARY
–9–


--- page 19 ---
Notes:
(1) We deliver our products to bonded zones in accordance with instructions from our customers, as specified
under individual purchase orders or sales agreements. Product sales to bonded zones are entitled to the
following benefits: (i) goods shipped from bonded zones to overseas markets are exempt from export duties,
which reduce the overall cost of exporting products; and (ii) goods transferred between different bonded
zones are entitled to a bonded status and are exempt from both tariff and import related taxes. For further
details, see “Business — Sales and Marketing — Bonded Zones.”
(2) A portion of our products delivered to Hong Kong were subsequently transferred to customers’ manufacturing
facilities located in the Chinese Mainland, while the others were subsequently transferred to customers’
facilities located in other countries in Asia such as Thailand, Malaysia, Singapore, Japan and other regions for
further assembly and processing.
Deliveries to Hong Kong are typically conducted under Free on Board (“ FOB”) Hong Kong trade terms as
defined under the Incoterms rules published by the International Chamber of Commerce. Under these terms,
Hong Kong serves as the designated delivery location, which is generally the port or carrier handover point,
while the final destination of the goods is generally specified specifically in shipping documents like bill of
lading as well as sales orders.
(3) Others mainly primarily include Thailand and Mexico.
(4) Revenue attributed to product sales to bonded zones as a percentage of our total revenue decreased from
47.6% in the nine months ended September 30, 2024 to 33.9% in the nine months ended September 30, 2025.
This decrease was primarily driven by (i) a larger increase in revenue generated from sales of PCBs delivered
to the Chinese Mainland, reflecting robust demand from our domestic customer base during the nine months
ended September 30, 2025, and (ii) adjustments to delivery arrangements by certain existing customers, who
transitioned from bonded zone deliveries to overseas destinations in line with their evolving operational
needs.
See “Financial Information — Review of Historical Results of Operations — Revenue —
Revenue by Product Delivery Destinations” for details of reasons for fluctuations of revenue
by product delivery destinations.
Gross Profit and Gross Profit Margin
The table below sets forth a breakdown of our gross profit and gross profit margin by
application of PCBs for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
Gross
Profit
Gross
Margin
Gross
Profit
Gross
Margin
Gross
Profit
Gross
Margin
Gross
Profit
Gross
Margin
Gross
Profit
Gross
Margin
(unaudited)
PCBs
Computing application PCBs . 471,272 28.8 705,745 38.0 1,000,985 37.0 740,943 37.8 1,024,485 36.2
Industrial application
P C B s .......... 15,185 5.2 22,439 8.6 (2,947) (1.0) 4,027 2.1 23,179 7.9
Consumer application
P C B s .......... 18,739 5.4 35,518 8.5 8,079 1.6 1,606 0.4 44,082 9.8
Subtotal ........... 505,196 22.2 763,702 30.1 1,006,117 28.9 746,576 29.6 1,091,746 30.5
Other Products (1) ...... 123,472 87.8 128,140 90.8 240,343 94.3 146,101 90.5 244,792 94.0
Total ............ 628,668 26.1 891,842 33.3 1,246,460 33.4 892,677 33.3 1,336,538 34.8
Note:
(1) Other products primarily include recyclable materials such as etching liquids, lamination frames and other
production residues.
SUMMARY
–1 0–


--- page 20 ---
See “Financial Information — Review of Historical Results of Operations — Gross
Profit and Gross Profit Margin” for more details.
Summary of Consolidated Statements of Financial Position
As of December 31,
As of
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Total non-current assets ..... 1,847,887 2,009,731 2,837,078 3,318,460
Total current assets ......... 1,396,969 1,802,701 2,848,678 3,453,256
Total assets .............. 3,244,856 3,812,432 5,685,756 6,771,716
Total non-current liabilities . . 335,547 426,917 428,988 548,939
Total current liabilities ...... 1,500,235 1,555,201 2,182,922 2,588,826
Total liabilities ........... 1,835,782 1,982,118 2,611,910 3,137,765
Net current (liabilities)/
assets ................. (103,266) 247,500 665,756 864,430
Net assets ............... 1,409,074 1,830,314 3,073,846 3,633,951
Share capital .............. 380,000 380,000 425,265 425,235
Treasury shares ........... – – (52,985) (51,793)
Reserves ................. 1,029,074 1,450,314 2,701,566 3,260,509
Total equity .............. 1,409,074 1,830,314 3,073,846 3,633,951
As of December 31, 2022, we recorded net current liabilities of RMB103.3 million,
which was primarily attributable to capital expenditures related to the construction of our
production facilities in Dongguan and the purchase of equipment for our production facilities
in Huangshi, which led to an increase in trade and bills payables as at the end of 2022. We
reversed net current liabilities to net current assets of RMB247.5 million as of December 31,
2023, primarily due to the increase in trade and bills receivables of RMB181.9 million and the
increase in cash and cash equivalent of RMB149.2 million, partially offset by increase in trade
and bills payables of RMB92.4 million. As of December 31, 2022, we had total equity of
RMB1,409.1 million. Our total equity increased to RMB1,830.3 million as of December 31,
2023 and increased to RMB3,073.8 million as of December 31, 2024, and further increased to
RMB3,634.0 million as of September 30, 2025.
See the “Consolidated Statements of Changes in Equity” to the Accountants’ Report in
Appendix I to this Prospectus for more details.
SUMMARY
–1 1–


--- page 21 ---
Summary of Consolidated Statements of Cash Flows
The following table sets forth selected information from our cash flows for the
years/periods indicated:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Net cash flows generated from
operating activities ............ 430,866 527,513 796,285 619,722 759,552
Net cash flows used in investing
activities .................. (455,536) (424,864) (1,123,735) (684,717) (637,990)
Net cash flows generated from/(used in)
financing activities ............ 106,011 43,132 609,070 494,309 (66,632)
Net increase in cash and
cash equivalents ............. 81,341 145,781 281,620 429,314 54,930
Cash and cash equivalents at the
beginning of the year/period ....... 106,937 200,047 349,203 349,203 635,071
Effect of foreign exchange rate
changes, net ................ 11,769 3,375 4,248 13,603 12,424
Net increase in cash and
cash equivalents .............. 81,341 145,781 281,620 429,314 54,930
Cash and cash equivalents at the
end of the year/period .......... 200,047 349,203 635,071 792,120 702,425
RECENT DEVELOPMENT
Subsequent to the Track Record Period and up to the Latest Practicable Date, we are also
expanding the production capacity of our Guangzhou base, in particular for the production
capacity for HDI PCBs. The expanded production lines are expected to commence production
in the fourth quarter of 2026. See also “Future Plans and Use of Proceeds.”
Based on our unaudited financial information for the year ended December 31, 2025 set
out in Appendix IIB to this prospectus, our revenue increased by 46.9% from RMB3,734.3
million in 2024 to RMB5,485.4 million in 2025, primarily due to the increased market demand
from our customers for computing application PCBs as a result of the growth in demand for
computing power infrastructures, and our profit for the year increased from RMB676.1
million in 2024 to RMB1,015.8 million in 2025. Our gross profit margin increased from
33.4% in 2024 to 34.4% in 2025, mainly due to the increased sales of HDI PCBs with
relatively higher gross profit margin in consumer applications. Our selling and marketing
expenses increased by 20.7% to RMB128.7 million, and our administrative expenses
increased by 51.9% to RMB239.3 million, and our research and development costs increased
by 56.1% to RMB279.8 million in 2025, respectively, in line with our business development
and operation needs. As a result of the foregoing, our profit for the year increased by 50.2% to
RMB1,015.8 million in 2025. The unaudited financial information in respect of our
consolidated statement of financial position, consolidated statement of profit or loss and other
comprehensive income, and the related notes thereto for the year ended December 31, 2025 as
set out in the section headed “Unaudited Preliminary Financial Information For The Year
Ended December 31, 2025” in the Appendix IIB of this prospectus have been agreed by the
reporting accountants of our Company to the amounts set out in our draft consolidated
financial statements for the year ended December 31, 2025, following their work under
Practice Note 730 (Revised) “Guidance for Auditors Regarding Preliminary Announcement of
Annual Results” issued by the Hong Kong Institute of Certified Public Accountants. The work
performed by the reporting accountants of our Company in this respect did not constitute an
assurance engagement and consequently no opinion or assurance conclusion has been
expressed by the reporting accountants of our Company on the unaudited preliminary
financial information for the year ended December 31, 2025.
SUMMARY
–1 2–


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Our Directors confirm that, as of the date of this Prospectus, there has been no material
adverse change in our financial or trading position, indebtedness, mortgages, contingent
liabilities, guarantees or prospects since September 30, 2025, the end of the period reported on
the Accountants’ Report in Appendix I to this Prospectus.
Recent U.S.-China Tension on Tariffs
In early 2025, the U.S. government initiated a series of escalating tariffs and trade
policies primarily targeting China, leading to retaliatory measures from China. These include
the International Emergency Economic Powers Act tariffs, and the reciprocal tariffs. For
details and changes in policies, including tariff type and the date of implementation, issued by
the U.S. in relation to imports from China, as well as those issued by China in relation to
imports from the U.S., please see “Business — Recent Regulation in Relation to Tariffs.”
We do not expect the recently U.S.-China tension on tariffs would have a material
adverse effect on our business and financial conditions for the following reasons: (i) limited
revenue derived from the U.S. Our revenue derived from the United States is limited and
accounted for only a small portion of our total revenue during the Track Record Period. In
2022, 2023, 2024, and the nine months ended September 30, 2024 and 2025, revenues
generated from products delivered to the United States accounts for approximately 1.2%,
0.3%, 0.1%, 0.1% and 0.1% of the our total revenues in same years, respectively, and (ii)
limited procurement of U.S.-origin raw materials. During the Track Record Period, we
procured from our suppliers a minimal amount of U.S.-origin prepregs and CCLs. In 2022,
2023, 2024, and the nine months ended September 30, 2024 and 2025, the procurement
amount of U.S.-origin prepregs and CCLs accounted for less than 0.01% of our total
procurement amounts in the respective years. In addition, we do not have products sold from
the U.S. to China.
KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios as of the dates or for the
years/periods indicated:
As of or for the year ended
December 31,
As of or
for the nine
months
ended
September 30
2022 2023 2024 2025
Current ratio (1) ................... 0 . 9 times 1.2 times 1.3 times 1.3 times
Quick ratio (2) ................... 0 . 7 times 0.9 times 1.1 times 1.1 times
Gearing ratio (3) .................. 24.0% 21.5% 13.5% 15.7%
Liability-to-asset ratio (4) ............. 56.6% 52.0% 45.9% 46.3%
Trade receivables turnover days (5) ........ 1 0 3 days 102 days 102 days 103 days
Inventories turnover days (6) ........... 9 3 days 89 days 72 days 66 days
Interest coverage ratio (7) ............. 39.9 times 48.5 times 59.1 times 68.2 times
Net margin (8) .................... 11.6% 15.5% 18.1% 18.9%
SUMMARY
–1 3–


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Notes:
(1) Current ratio was calculated by dividing current assets by current liabilities as of the dates indicated.
(2) Quick ratio was calculated by dividing the difference of current assets and inventories by total current
liabilities as of the dates indicated.
(3) Gearing ratio was calculated based on total indebtedness (including lease liabilities, interest-bearing
bank and other borrowings) divided by total equity and multiplied by 100%.
(4) Liability-to-asset ratio was calculated by dividing total liabilities by total assets.
(5) Trade receivables turnover days were calculated based on the average of opening and closing balance
of trade receivables (before impairment) for the relevant year/period, divided by the revenue for the
same year/period and multiplied by the number of days in that year/period.
(6) Inventories turnover days were calculated based on the average of the beginning and ending balances of
inventories (before impairment) of a given year/period divided by the cost of sales for that
corresponding year/period and multiplied by the number of days in that year/period.
(7) Interest coverage ratio was calculated by dividing EBITDA (non-IFRS measure) by interest expenses
for the years/periods indicated.
(8) Net margin was calculated by dividing profit for the year/period by revenue for the years/periods
indicated.
USE OF PROCEEDS
Assuming an Offer Price of HK$71.88 per Share (being the maximum Offer Price stated
in this Prospectus), we estimate that we will receive net proceeds of approximately
HK$3,175.4 million (equivalent to approximately RMB2,804.7 million) from the Global
Offering after deducting the underwriting commission and other estimated expenses paid and
payable by us in connection with the Global Offering. In line with our strategies, we intend to
use our proceeds from the Global Offering as follow: (i) approximately 19.7% of the net
proceeds, or HK$625.8 million (equivalent to approximately RMB552.8 million), is expected
to be used for our Thai Base Phase II, which is in line with one of our strategies detailed in
“Business — Our Strategies — Market Strategy: Expanding and Deepening our Global
Presence,”; (ii) approximately 52.1% of the net proceeds, or HK$1,655.1 million (equivalent
to approximately RMB1,461.9 million), is expected to be used to expand and upgrade our
production facilities in Guangzhou base; (iii) approximately 10.0% of the net proceeds, or
HK$317.5 million (equivalent to approximately RMB280.5 million), is expected to be used
for enhancing our R&D capabilities in developing material technologies, refining
manufacturing processes and product development; (iv) approximately 8.2% of the net
proceeds, or HK$259.3 million (equivalent to approximately RMB229.1 million), is expected
to be used to pursue strategic partnerships, investments or acquisitions which are
complementary to our business and in line with our strategies; and (v) approximately 10.0% of
the net proceeds, or HK$317.5 million (equivalent to approximately RMB280.5 million), is
expected to be used for working capital and general corporate uses. See “Future Plans and Use
of Proceeds” for more details.
DIVIDENDS AND DIVIDEND POLICY
Dividend distribution to our shareholders is recognized as a liability in the period in
which the dividends are approved by our shareholders or Directors, as appropriate. We paid a
dividend of RMB105.6 million in 2024. In May 2025, we declared cash dividends of
203.9 million, which have been paid in full in May 2025.
SUMMARY
–1 4–


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We may distribute dividends in the form of cash dividends or stock dividends or a
combination of cash dividends and stock dividends, and we give priority to profit distribution
in cash, where eligible. Any proposed distribution of dividends is subject to the discretion of
our Board and the approval at our Shareholders’ meetings. Our Board may recommend a
distribution of dividends in the future in accordance with the procedures stipulated in the
Articles of Association of our Company, after taking into account our results of operations,
financial condition, operating requirements, capital requirements, shareholders’ interests and
any other conditions that our Board may deem relevant. According to the applicable PRC laws
and our dividend policy, we may pay dividends out of our profit after tax only after we have (i)
made up recovery of accumulated losses, if applicable, (ii) made allocations to the statutory
reserve equivalent to 10% of our profit after tax, provided that when the accumulated statutory
reserve exceeds 50% of our total issued share capital, further allocations to this statutory
reserve are not required, and (iii) after the allocations to the statutory reserve, made
allocations, if any, to a discretionary reserve as approved by our shareholders in a
shareholders’ meeting. Further, according to our dividend policy, in principle, we distribute
dividends once a fiscal year (where necessary, we may also declare interim cash dividends or
stock dividends). Our distributed profits distributed in cash shall be no less than 10% of the
distributable profits achieved in the year and we are required to pay cumulative cash dividends
of the most recent three fiscal years that account for not less than 30% of our average annual
distributable profits for those three fiscal years which are available for distribution, calculated
in accordance with PRC GAAP, provided that the sustainable operation and long term
development of the Company shall not be impaired, there is no plan for significant capital
expenditure, and all other conditions for cash dividend distribution are satisfied.
OUR LISTING ON THE SHENZHEN STOCK EXCHANGE
Since April 2024, our A Shares have been listed on the Shenzhen Stock Exchange. Our
Directors confirm that, since our A Share Listing and up to the Latest Practicable Date, there
had been no instance of any material non-compliance with the applicable rules of the
Shenzhen Stock Exchange and other applicable PRC securities laws and regulations.
OUR CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, Mr. Xiao and Ms. Liu, through Zhenyun Investment,
Guangsheng Investment and Guangcai Investment, collectively controlled approximately
53.65% of the total issued capital of our Company. Immediately following the completion of
the Global Offering (assuming no other changes are made to the issued share capital of our
Company between the Latest Practicable Date and the Listing), Mr. Xiao and Ms. Liu, through
Zhenyun Investment, Guangsheng Investment and Guangcai Investment, will collectively
control approximately 48.43% of the total issued capital of our Company. Accordingly, Mr.
Xiao, Ms. Liu, Zhenyun Investment, Guangsheng Investment and Guangcai Investment will
together constitute a group of our Controlling Shareholders for the purpose of the Listing
Rules upon Listing.
SUMMARY
–1 5–


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LISTING EXPENSES
Listing expenses represent professional fees, underwriting commissions and other fees
(such as the discretionary incentive fee) incurred in connection with the Global Offering. We
estimate that our listing expenses will be approximately RMB115.8 million (or HK$131.1
million, representing 3.96% of the gross proceeds from the Global Offering) (based on the
maximum Offer Price of HK$71.88), of which (i) approximately RMB108.7 million, directly
attributable to the issue of our Offer Shares, will be subsequently charged to equity upon
completion of the proposed Listing, and (ii) approximately RMB7.1 million is expected to be
expensed in our combined statements of profit or loss.
GLOBAL OFFERING STATISTICS
Based on the Offer Price of
HK$71.88 per H Share
Market capitalization of our Shares immediately after
completion of the Global Offering (1) .................. HK$57,790.9 million
Market capitalization of our H Shares (1) ................. HK$3,306.5 million
Unaudited pro forma adjusted consolidated net tangible
assets per Share ................................. HK$15.39
Note:
(1) The calculation of the market capitalization is derived through the aggregation of (i) the market capitalization
of our H Shares immediately after completion of the Global Offering and (ii) the average market
capitalization of our A Shares for the five business days immediately preceding the Latest Practicable Date.
The calculation is based on the assumption that 426,446,482 A Shares have been in issue as of the Latest
Practicable Date and that 46,000,000 H Shares are expected to be in issue immediately after completion of the
Global Offering. For the latest five business days immediately preceding the Latest Practicable Date, the
average closing price of our A Shares was RMB112.85 each and the average market capitalization of our A
Shares was RMB48,124.5 million (approximately HKD54,484.5 million based on the exchange rate of
RMB0.88327: HKD1.00).
SUMMARY
–1 6–


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In this Prospectus, unless the context otherwise requires, the following terms shall have
the meanings set forth below. Certain other terms are explained in “Glossary. ”
“A Share(s)” ordinary share(s) issued by our Company, with a
nominal value of RMB1.00 each, which are traded in
Renminbi and listed on the Shenzhen Stock Exchange
“A Shareholder(s)” holder(s) of our A Share(s)
“Accountants’ Report” the accountants’ report of our Company for the Track
Record Period, as included in Appendix I to this
Prospectus
“AFRC” Accounting and Financial Reporting Council of Hong
Kong
“Articles of Association” or
“Articles”
the articles of association of our Company,
conditionally adopted on May 16, 2025 with effect from
the Listing Date, as amended, supplemented, or
otherwise modified from time to time, a summary of
which is set out in Appendix V to this Prospectus
“Audit Committee” the audit committee of the Board
“Board” the board of Directors
“business day” any day (other than a Saturday, Sunday or public holiday
in Hong Kong) on which banks in Hong Kong are
generally open for normal banking business
“Capital Market Intermediaries” the capital market intermediaries as named in “Directors
and Parties Involved in the Global Offering” in this
Prospectus
“CCASS” the Central Clearing and Settlement System established
and operated by HKSCC
“China” or “Chinese Mainland”
or “the PRC”
the People’s Republic of China, but for the purpose of
this prospectus and except where the context requires
otherwise, references in this prospectus to “China,”
“Chinese Mainland” or the “PRC” do not apply to Hong
Kong, Macao and Taiwan, China
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of
Hong Kong), as amended, supplemented or otherwise
modified from time to time
DEFINITIONS
–1 7–


--- page 27 ---
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance”
the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the Laws of Hong
Kong), as amended, supplemented or otherwise
modified from time to time
“Company,” “our Company,”
“we,” “our” or “us”
Delton Technology (Guangzhou) Inc. (ٰ
ʮ̡), a company established under the laws of
the PRC on June 17, 2002 and converted into a joint
stock company with limited liability on June 22, 2020,
whose A Shares have been listed on the Shenzhen Stock
Exchange (stock code: 001389)
“Controlling Shareholders
Group” or “Controlling
Shareholder(s)”
has the meaning given to it under the Listing Rules and,
unless the context otherwise requires, refers to the
person(s) named in “Relationship with Our Controlling
Shareholders” in this Prospectus
“CSRC” the China Securities Regulatory Commission ( ʕ਷ᗇՎ
ึ), a regulatory body responsible for the
supervision and regulation of the PRC securities
markets and overseas securities activities of PRC
entities
“Delton International” DELTON TECHNOLOGY INTERNATIONAL
LIMITED (ʮ̡), a limited
liability company incorporated under the laws of Hong
Kong on January 3, 2019, and a wholly-owned
subsidiary of our Company
“Delton Investment” Delton Investment Holdings Limited, a limited liability
company incorporated under the laws of the British
Virgin Islands on April 4, 2023, and a wholly-owned
subsidiary of our Company
“Director(s)” the director(s) of our Company
“Dongguan Delton” Delton Numerical Control Technology (Dongguan) Co.,
Ltd. (ʮ̡), a limited liability
company established under the laws of the PRC on
January 28, 2021, and a wholly-owned subsidiary of our
Company
“EIT” enterprise income tax
“EIT Law” the Enterprise Income Tax Law of the PRC ( ʕശɛ͏
), as amended, supplemented or
otherwise modified from time to time
DEFINITIONS
–1 8–


--- page 28 ---
“Extreme Conditions” extreme conditions caused by a super typhoon as
announced by the government of Hong Kong
“FINI” “Fast Interface for New Issuance,” an online platform
operated by HKSCC that is mandatory for admission to
trading and, where applicable, the collection and
processing of specified information on subscription in
and settlement for all new listings
“Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.,
our industry consultant
“F&S Report” the industry report commissioned by us and
independently prepared by Frost & Sullivan, a summary
of which is set forth in “Industry Overview”
“General Rules of HKSCC” the General Rules of HKSCC as may be amended or
modified from time to time and where the context so
permits, shall include the HKSCC Operational
Procedures
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Group,” “our Group,” “we,”
“our” or “us”
our Company and our subsidiaries (or our Company and
any one or more of our subsidiaries, as the content may
require), or where the context so requires, in respect of
the periods before our Company became the holding
company of our present subsidiaries, such subsidiaries
as if they were subsidiaries of our Company at the
relevant time
“Guangcai Investment” Shenzhen Guangcai Investment Partnership (Limited
Partnership) (Υྫ), a limited
partnership established under the laws of the PRC on
November 16, 2016, and a member of our Controlling
Shareholders Group
“Guangsheng Investment” Shenzhen Guangsheng Investment Partnership (Limited
Partnership) (Υྫ), a limited
partnership established under the laws of the PRC on
November 16, 2016, and a member of our Controlling
Shareholders Group
“Guangxie Investment” Shenzhen Guangxie Investment Partnership (Limited
Partnership) (Υྫ), a limited
partnership established under the laws of the PRC on
November 11, 2016
DEFINITIONS
–1 9–


--- page 29 ---
“Guide” Guide for New Listing Applicants issued by the Stock
Exchange, as amended, supplemented or otherwise
modified from time to time
“H Share(s)” overseas listed foreign shares in the share capital of our
Company, with a nominal value of RMB1.00 each,
which are to be subscribed for and traded in Hong Kong
dollars and listed on the Stock Exchange
“H Shareholder(s)” holder(s) of our H Share(s)
“H Share Registrar” Tricor Investor Services Limited
“HK eIPO White Form” the application for Hong Kong Offer Shares to be issued
in the applicant’s own name, submitted online through
the designated website at www.hkeipo.hk
“HK eIPO White Form
Service Provider”
the HK eIPO White Form service provider designated
by our Company as specified on the designated website
at www.hkeipo.hk
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly owned subsidiary of Hong Kong Exchanges and
Clearing Limited
“HKSCC EIPO” the application for the Hong Kong Offer Shares to be
issued in the name of HKSCC Nominees and deposited
directly into CCASS to be credited to your 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
DEFINITIONS
–2 0–


--- page 30 ---
“HKSCC Participant(s)” a participant admitted to participate in CCASS as a
direct clearing participant, a general clearing participant
or a custodian participant
“Hong Kong” the Hong Kong Special Administrative Region of the
People’s Republic of China
“Hong Kong dollars” or “HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong Offer Shares” the 4,600,000 H Shares being initially offered for
subscription in the Hong Kong Public Offering, subject
to reallocation
“Hong Kong Public Offering” the offer of the Hong Kong Offer Shares for subscription
by the public in Hong Kong, as further described in
“Structure of the Global Offering — The Hong Kong
Public Offering” in this Prospectus
“Hong Kong Stock Exchange” or
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering
listed in “Underwriting — Hong Kong Underwriters” in
this Prospectus
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated Tuesday, March 10,
2026 relating to the Hong Kong Public Offering and
entered into by our Company, the Joint Sponsors, the
Overall Coordinators and the Hong Kong Underwriters
“Huangshi Delton” Delton Precision Circuits (Huangshi) Inc. (රͩᄿΥၚ੗
ʮ̡), a limited liability company established
under the laws of the PRC on September 9, 2019, and a
wholly-owned subsidiary of our Company
“IFRS” International Financial Reporting Standards, as issued
by the International Accounting Standards Board
“Independent Third Party(ies)” person(s) or company(ies) who/which, to the best of our
Directors’ knowledge, information and belief, is/are not
a connected person of our Company
“International Offer Shares” the 41,400,000 H Shares being initially offered for
subscription under the International Offering subject to
reallocation
DEFINITIONS
–2 1–


--- page 31 ---
“International Offering” the offer of the International Offer Shares at the Offer
Price outside the United States in offshore transactions
in accordance with Regulation S or any other available
exemption from registration under the U.S. Securities
Act, as further described in “Structure of the Global
Offering” in this Prospectus
“International Underwriters” the underwriters of the International Offering
“International Underwriting
Agreement”
the international underwriting agreement relating to the
International Offering, which is expected to be entered
into by our Company, the Joint Sponsors, the Overall
Coordinators and the International Underwriters on or
about Wednesday, March 18, 2026
“Joint Bookrunners” the Joint Bookrunners as named in “Directors and
Parties Involved in the Global Offering” in this
Prospectus
“Joint Global Coordinators” the Joint Global Coordinators as named in “Directors
and Parties Involved in the Global Offering” in this
Prospectus
“Joint Lead Managers” the Joint Lead Managers as named in “Directors and
Parties Involved in the Global Offering” in this
Prospectus
“Joint Sponsors” the Joint Sponsors as named in “Directors and Parties
Involved in the Global Offering” in this Prospectus
“Latest Practicable Date” March 3, 2026, being the latest practicable date for the
purpose of ascertaining certain information in this
Prospectus prior to its publication
“Listing” the listing of the H Shares on the Main Board
“Listing Committee” the Listing Committee of the Stock Exchange
“Listing Date” the date, expected to be on or about Friday, March 20,
2026, on which the H Shares are to be listed on the Stock
Exchange and on which dealings in the H Shares are to
be first permitted to commence on the Stock Exchange
“Listing Rules” the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, as amended,
supplemented or otherwise modified from time to time
DEFINITIONS
–2 2–


--- page 32 ---
“Main Board” the stock exchange (excluding the option market)
operated by the Stock Exchange which is independent
from and operates in parallel with GEM of the Stock
Exchange
“MOF” Ministry of Finance of the PRC (݁
௅)
“MOFCOM” Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠ
ਕ௅)
“Mr. Xiao” Mr. Xiao Hongxing (݋ߎan executive Director, the
chairman of the Board, spouse of Ms. Liu and a member
of our Controlling Shareholders Group
“Ms. Liu” Ms. Liu Jinchan ( ᄎᎀᄬ), a non-executive Director,
spouse of Mr. Xiao and a member of our Controlling
Shareholders Group
“Nomination Committee” the nomination committee of the Board
“NPC” the National People’s Congress of the PRC ( ʕശɛ͏΍
ɽึ)
“Offer Price” the final offer price per Offer Share (exclusive of
brokerage of 1%, SFC transaction levy of 0.0027%,
Stock Exchange trading fee of 0.00565% and AFRC
transaction levy of 0.00015%), expressed in Hong Kong
dollars, at which Hong Kong Offer Shares are to be
subscribed for pursuant to the Hong Kong Public
Offering and International Offer Shares are to be offered
pursuant to the International Offering, to be determined
as described in “Structure of the Global Offering —
Pricing and Allocation” in this Prospectus
“Offer Share(s)” 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” in this
Prospectus
DEFINITIONS
–2 3–


--- page 33 ---
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central
bank of the PRC
“PRC Company Law” the Company Law of the PRC (ج,)
as amended, supplemented or otherwise modified from
time to time
“PRC Legal Advisor” AllBright Law Offices, our legal advisor as to PRC laws
“PRC Securities Law” the Securities Law of the PRC ( ʕശɛ͏΍ձ਷ᗇՎ
جas amended, supplemented or otherwise modified
from time to time
“Price Determination Date” the date, expected to be on or before Wednesday,
March 18, 2026 and in any event no later than 12:00
noon on Wednesday, March 18, 2026, on which the Offer
Price is to be fixed for the purposes of the Global
Offering
“Prospectus” this prospectus being issued in connection with the
Hong Kong Public Offering
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration and Appraisal
Committee”
the remuneration and appraisal committee of the Board
“Renminbi” or “RMB” Renminbi, the lawful currency of China
“Restricted A Shares” the restricted A Shares issued or to be issued under the
2024 Restricted Share Incentive Plan
“SAFE” the State Administration for Foreign Exchange of the
PRC (̮ි၍ଣ҅)
DEFINITIONS
–2 4–


--- page 34 ---
“SAMR” the State Administration for Market Regulation of the
PRC (̹ఙ္ຖ၍ଣᐼ҅)
“SAT” the State Administration of Taxation of the PRC ( ʕശɛ
೼ਕᐼ҅)
“SFC” the Securities and Futures Commission of Hong Kong
“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 share(s) in the capital of our Company with a
nominal value of RMB1.00 each, comprising A Shares
and H Shares
“Shareholder(s)” holder(s) of our Share(s)
“Shengyi Electronics” Dongguan Shengyi Electronics Co., Ltd. (୷͛ूཥɿ
ʮ̡), currently known as Shengyi Electronics Co.,
Ltd., a company listed on the Shanghai Stock Exchange
(stock code: 688183)
“Sponsor-Overall Coordinators” the sponsor-overall coordinators as named in “Directors
and Parties Involved in the Global Offering” in this
Prospectus
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Strategy and ESG Committee” the strategy and ESG committee of the Board
“Takeovers Code” the Codes on Takeovers and Mergers issued by the SFC,
as amended, supplemented or otherwise modified from
time to time
“Thailand Delton” Delton Technology (Thailand) Co., Ltd., a limited
liability company incorporated under the laws of
Thailand on May 19, 2023, and a wholly-owned
subsidiary of our Company
“Track Record Period” the three years ended December 31, 2022, 2023 and
2024 and the nine months ended September 30, 2025
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
DEFINITIONS
–2 5–


--- page 35 ---
“Underwriting Agreements” the Hong Kong Un derwriting Agreement and the
International Underwriting Agreement
“United States” or “U.S.” the United States of America, its territories, its
possessions and all areas subject to its jurisdiction
“U.S. dollars” or “US$” United States dollars, the lawful currency of the United
States
“U.S. Securities Act” United States Securities Act of 1933 and the rules and
regulations promulgated thereunder
“V AT” value-added tax
“Zhenyun Investment” Guangzhou Zhenyun Investment Co., Ltd. ( ᄿψጲᘾҳ
ʮ̡), a limited liability company established
under the laws of the PRC on December 5, 2016, and a
member of our Controlling Shareholders Group
“2024 Restricted Share Incentive
Plan”
the 2024 restricted share incentive plan of our Company
as approved by our Shareholders on October 17, 2024,
the principal terms of which are set out in “Statutory and
General Information — Our Incentive Schemes” in
Appendix VI to this Prospectus
“2024 Share Option Incentive
Plan”
the 2024 share option incentive plan of our Company as
approved by our Shareholders on October 17, 2024, the
principal terms of which are set out in “Statutory and
General Information — Our Incentive Schemes” in
Appendix VI to this Prospectus
“%” per cent
In this Prospectus, the terms “associate(s), ” “close associate(s), ” “connected
person(s), ” “connected transaction(s), ” “core connected person(s), ” “controlling
shareholder(s), ” “subsidiary(ies)” and “substantial shareholder(s)” shall have the meanings
given to such terms in the Listing Rules, unless the context otherwise requires.
F or ease of reference, the names of the PRC established companies or entities, laws or
regulations have been included in this Prospectus in both the Chinese and English languages
and in the event of any inconsistency, the Chinese versions shall prevail.
DEFINITIONS
–2 6–


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In this document, unless the context otherwise requires, explanations and
definitions of certain terms used in this document in connection with our Company and
our business shall have the meanings set out below. The terms and their meanings may not
always correspond to standard industry meaning or usage of these terms.
“active antenna unit” a fundamental element in the radio access network of a
5G network
“AI servers” AI servers refers to servers specifically built to handle
the demands of artificial intelligence (AI) workloads
“AOI” automated optical inspections, a system that uses digital
optical equipment to automatically inspect the
appearance of circuit patterns
“aspect ratio” the ratio of the board thickness to the drill hole diameter
for plated-through holes, or the ratio of the hole depth to
the drill hole diameter for blind holes
“back drilling” a drilling process that removes part of the copper layer
from the hole wall on the plated-through hole surface
“BGA” a surface-mount package with solder balls formed at the
bottom lead terminals for interconnection
“blind via” a type of plated-through hole extending only to one
surface of a PCB
“BMS” battery management system
“bonded zones” closed-format comprehensive open areas in the PRC, the
main functions of which are transit trade, export
processing, warehousing and international
transportation. Bonded zones are subject to special
preferential policies. Enterprises within the bonded
zones will, under the direct supervision of the customs
department of the PRC government, be entitled to
special preferential policies and must develop trading
activities between enterprises within the bonded zones
and overseas enterprises
“buried via” a type of plated-through hole not extending to the
surface of a PCB
“CCL” copper-clad laminate, a laminated board with copper
foil on one or both sides.
GLOSSARY
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“conductive anodic filament
(CAF)”
a filamentous conductive substance formed along the
gaps between glass fibers and resin in the substrate of
PCBs, which grows from the anode to the cathode
through an electrochemical reaction
“conductor spacing” the spacing between adjacent conductors on a printed
circuit board as viewed directly from above; or the
minimum distance between the edges of adjacent
conductors on the same layer as observed in
cross-section
“conductor width” the width of a conductor on a printed circuit board as
viewed directly from above
“connector” a component that enables communication and
connection between circuits that are otherwise blocked
or isolated
“CPU” central processing unit, the general-purpose processor
that fetches, decodes and executes program instructions,
orchestrating virtually all computational tasks in a
computer system
“DDR” double data rate, a type of computer memory technology
commonly used in personal computers and servers
“dielectric constant (Dk)” a lso known as relative permittivity, the ratio of the
capacitance obtained by filling a dielectric between
electrodes of a defined shape to the capacitance between
the same electrodes when in vacuum or filled with air
“dielectric dissipation factor
(Df)”
when a sinusoidal voltage is applied to a dielectric, the
complement of the phase angle between the current
phasor and the voltage phasor is called the loss angle.
The tangent of the dielectric loss angle is referred to as
the loss factor
“EFLOPS” exa floating point operations per second, a measure of
performance for a supercomputer that can calculate at
least one quintillion floating point operations per
second
“Gbps” or “Gb/s” giga bit per second, a unit of data transfer rate digital
commonly used to measure data transfer speed
“GPU” graphic processing unit, a microprocessor designed to
handle graphics-related tasks
GLOSSARY
–2 8–


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“HDI” high-density interconnect
“insertion loss” the ratio of the output electromagnetic power to the
incident wave power, typically expressed in decibels
(dB)
“integrated circuit” a de vice in which numerous transistors, along with
components such as resistors and capacitors, are
fabricated on a semiconductor chip, interconnected
through multiple layers and packaged to form a
functional unit
“JDM” joint design manufacturing
“mil” a unit of measurement equal to one-thousandth of an
inch, commonly used to specify thickness and spacing in
circuit design
“mother board” a PCB assembly used for interconnecting and
connecting electronic module arrays
“PCB” printed circuit board
“PCIe” peripheral component interconnect express, a type of
connection used for high speed data transfer between
electronic component
“plating” a process of depositing metal onto a metal surface using
chemical or electrochemical methods
“POFV” plated over filled via, a method that involves
electroplating the surface of the filled plated-through
hole, including both the fill material and the copper
plating layer, after the conductive hole is filled
“prepreg” also known as “PP sheet” or “resin sheet”, it is the sheet
or roll material made from fiber-reinforced material
impregnated with thermosetting resin and cured to the
B-stage (semi-cured)
“PTFE” pol ytetrafluoroethylene, a polymeric material
synthesized through polymerization of
tetrafluoroethylene as the monomer
“remote ratio unit” a remote radio transceiver that connects to an operator
radio control panel via electrical or wireless interface
GLOSSARY
–2 9–


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“resistor” a component that appropriately impedes the flow of
electric current in a circuit
“RF” radio frequency, an electromagnetic frequency that can
radiate into space, ranging from 300 kHz to 30 GHz,
representing a high-frequency alternating
electromagnetic wave
“thermal management” the management of heat or temperature in a system
“TPU” a specialized hardware chip designed to accelerate the
processing of machine learning workloads, particularly
for tensor-based computations in neural networks
“UBB” Universal baseboard
GLOSSARY
–3 0–


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This Prospectus contains certain forward-looking statements and information relating to
our Company and its subsidiaries that are based on the beliefs of our management as well as
assumptions made by and information currently available to our management. When used in
this Prospectus, the words “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,”
“going forward,” “intend,” “may,” “ought to,” “plan,” “project,” “seek,” “should,” “target,”
“will,” “would” and the negative of these words and other similar expressions, as they relate to
us or our management, are intended to identify forward-looking statements. Such statements
reflect the current views of our management with respect to future events, operations,
liquidity and capital resources, some of which may not materialize or may change. These
statements are subject to certain risks, uncertainties and assumptions, including the other risk
factors as described in this Prospectus. You are strongly cautioned that reliance on any
forward-looking statements involves known and unknown risks and uncertainties. The risks
and uncertainties facing our company which could affect the accuracy of forward-looking
statements include, but are not limited to, the following: our business prospects; future
developments, trends and conditions in the industry and markets in which we operate or into
which we intend to expand; our business and operating strategies and plans to achieve these
strategies; general economic, political and business conditions in the markets in which we
operate; changes to the regulatory environment, operating conditions and general outlook in
the industry and geographical markets in which we operate; the effects of the global financial
markets and economic crisis; our financial condition and performance; our ability to reduce
costs; our dividend policy; the amount and nature of, and potential for, future development of
our business; capital market developments; the actions and developments of our competitors;
and change or volatility in interest rates, foreign exchange rates, equity prices, volumes,
operations, margins, risk management and overall market trends.
Subject to the requirements of applicable laws, rules and regulations, we do not have any
and undertake no obligation to update or otherwise revise the forward-looking statements in
this Prospectus, whether as a result of new information, future events or otherwise. As a result
of these and other risks, uncertainties and assumptions, the forward-looking events and
circumstances discussed in this Prospectus might not occur in the way we expect or at all.
Accordingly, you should not place undue reliance on any forward-looking information.
In this Prospectus, statements of or references to our intentions or those of our Directors
are made as of the date of this Prospectus. Any such information may change in light of future
developments.
All forward-looking statements in this Prospectus are qualified by reference to the
cautionary statements in this section.
FORW ARD-LOOKING STATEMENTS
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An investment in our H Shares involves significant risks. You should carefully
consider all of the information in this Prospectus, including the risks and uncertainties
described below, before making an investment in our H Shares. The following is a
description of what we consider to be our material risks. Any of the following risks could
have a material and adverse effect on our business, financial condition and results of
operations. In any such case, the market price of our H Shares could decline, and you may
lose all or part of your investment.
These factors are contingencies that may or may not occur and we are not in a
position to express a view on the likelihood of any such contingency occurring. The
information given is as of the Latest Practicable Date unless otherwise stated, will not be
updated after the date hereof, and is subject to the cautionary statements in
“F orward-looking Statements” in this Prospectus.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
Our products are widely used by customers of various industries and sectors.
Supply-demand dynamics and other macro-economic factors that affect these industries
and sectors where our products are used may in turn impact our business, financial
condition and results of operations.
Our products are primarily offered to customers across various industries and sectors,
including among others, server, industrial control, automotive electronics, communication,
consumer electronics and security electronics. Therefore, factors that adversely affect these
industries and sectors could also materially and adversely affect our business, financial
condition, results of operations and prospects. These factors include, among others: (i) a
decline in demand for, or negative perception of, or publicity about, products; (ii) rising
material and labor costs relating to the design and production of PCBs for products; (iii) the
reduction or elimination of preferential tax treatments and economic incentives for
manufacturers; (iv) regulatory restrictions, trade disputes, industry-specific quotas, tariffs,
non-tariff barriers and taxes that may have the effect of limiting exports; (v) a downturn in
general economic conditions or major countries and regions that import products;
(vi) increasing level of competition from PCB manufacturers in other countries and regions;
and (vii) any financial difficulties, market share loss, or reputational harm to end customers
that use our products. Additionally, uncertainty, volatility, or adverse changes in the economy
in general could lead to a significant decline in demand for the end products manufactured by
our customers, which, in turn, could result in a decline in the demand for our products and
increase pressure to reduce our prices.
If we are unable to appropriately address the technological development and
advancement in the industries and sectors where our products are used, our business,
financial condition and results of operations could be materially and adversely affected.
Our ability to remain competitive will largely depend upon our ability to maintain and
enhance our technological capabilities. If we are unable to secure additional sources or funds
to rapidly adapt to technological developments as quickly as our competitors, or if we fail to
promptly adopt and implement technological advancements, our production efficiency could
decline, which may potentially reduce our product yields or quality, resulting in increased
RISK FACTORS
–3 2–


--- page 42 ---
costs. If we fail to effectively adapt to the technological requirements, substantial capital
investments may be required for the development, acquisition, and implementation of those
designs, technologies, and equipment, which could adversely affect our financial
performance. If we are unable to compete successfully, or if competing successfully requires
us to take costly actions in response to the actions of our competitors, our business, results of
operations and financial condition may be materially and adversely affected.
We have been and intend to continue investing significantly in R&D activities, and the
development cycles of our products can be long, which may impact our profitability and
operating cash flow and may not generate the results we expect to achieve.
We invest in R&D activities to develop and introduce new and enhanced products. In
2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, our R&D
expenses accounted for 4.8%, 4.5%, 4.8%, 4.9% and 5.1% of our total revenue for the
respective years. The industries in which we operate are subject to rapid technological
innovations. To expand our product portfolio and to remain competitive, we need to continue
investing significant resources in R&D activities. Any delay or shortfall in doing so may limit
our ability to participate in more demanding customer projects, thereby adversely affecting
our business development, profitability and market position. In addition, R&D activities are
inherently resource-intensive and time-consuming. Furthermore, market demand,
macroeconomic conditions and the pace of technological advancement, which are beyond our
control, may affect the commercial performance of newly developed products. Therefore,
even if our R&D efforts are technically successful, they may not generate the anticipated
economic returns within the expected timeframe or at all, which could materially and
adversely affect our business, results of operations, financial condition and competitive
position.
We may be subject to the risks associated with international trade restrictions, including
sanctions and export controls, and our reputation, business, results of operations and
financial condition could be adversely affected.
Our operations are subject to deterioration in the political and economic relations among
countries and sanctions and export controls administered by government authorities and other
geopolitical challenges. Margins on the sales of products that include components obtained
from certain suppliers from other countries and regions could be materially and adversely
affected by international trade regulations, including custom duties, tariffs and antidumping
penalties. In particular, the U.S. government imposed economic and trade sanctions directly
or indirectly affecting China-based technology companies. In recent years, 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 (“ BIS”), which includes a list of foreign persons on which certain
trade restrictions are imposed (the “ Entity List”). These restrictions or regulations, and
similar or more expansive restrictions or regulations that may be imposed by the U.S. or other
jurisdictions in the future, may materially and adversely affect our ability to acquire
technologies, systems, devices or components that may be critical to our technology
infrastructure, product offerings and business operations. Any uncertainties and changes in
these current or future restrictions or regulations may have a negative impact on our reputation
and business. If certain of our customers and suppliers are listed on the Entity List and subject
to restrictions from sourcing or selling technologies, software, or components from or to us,
we may not be able to obtain, extend or maintain the requisite regulatory permits in relation to
our transactions with these customers and suppliers. Furthermore, if we export our products to
other countries and regions which are or become subject to sanctions or export controls, our
business, financial condition and results of operations may be materially and adversely
affected.
RISK FACTORS
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Our business, financial condition and results of operations could be materially and
adversely affected by tariff increases or other changes in import and export duties.
In recent years, the United States has imposed a series of tariff increases on imports from
China. In 2025, the U.S. government announced a new round of tariff adjustments. For details,
see “Business — Recent Regulation in Relation to Tariffs — Tariff Policies.” As of the Latest
Practicable Date, it remained uncertain how the Sino-U.S. and global trade tensions would
evolve. Although we primarily sell our products to customers in China and certain overseas
markets, we cannot assure you that such customers or other downstream participants will not
be affected by elevated tariff levels or changes in trade policies in their respective end
markets. Given that our products are generally used as intermediate components, the impact of
tariffs is more likely to be transmitted through supply chain adjustments, changes in
procurement strategies or shifts in end-market demand. As a result, fluctuations in global
tariff regimes may still indirectly affect our sales volumes, pricing strategies or customer
relationships. Accordingly, our business, financial condition and results of operations may be
materially and adversely affected.
Our business, financial condition and results of operations may be subject to adverse
effect from the risk of customer concentration.
In 2022, 2023, 2024 and the nine months ended September 30, 2025, our revenue
generated from our five largest customers represented 63.6%, 65.6%, 61.4% and 59.3% of our
total revenue during the same years, respectively. In 2022, 2023, 2024 and the nine months
ended September 30, 2025, our revenue generated from our largest customer in each
year/period of the Track Record Period represented 26.5%, 26.6%, 24.6% and 18.0% of our
total revenue during the same years, respectively. See “Business — Our Customers” for more
details. Our major customers’ stable relationship with us and consistent demands are crucial
to our business. Any disruption in our business relationship with major customers could have
a material adverse effect on our business, financial condition and results of operations.
Supply chain shortages and interruptions, fluctuations in prices and our relationship
with suppliers could adversely affect our results of operations.
Our success depends in part on our ability to manage the supply chain to manufacture
and deliver the products in a timely manner and with quality. We source the raw materials for
our products from third-party suppliers. However, the raw materials we use are subject to
price volatility caused by external factors, such as commodity price fluctuations, changes in
supply and demand, logistics and processing costs, our bargaining power with suppliers,
inflation, governmental regulations and policies, geopolitical tensions or health epidemics.
We might fail to secure an adequate supply of such raw materials under favorable business
conditions, if at all, which could prevent us from meeting our customer demand. Moreover,
such shortage could lead to increases in raw material costs and negatively impact our future
profitability. During the Track Record Period, we relied on certain of our suppliers, primarily
RISK FACTORS
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including suppliers of CCL, prepregs, copper foils, copper spheres, gold salts and dry films.
Purchase amount from our five largest suppliers accounted for 53.7%, 58.2%, 63.1% and
59.8% of our total purchase amount in each year/period of the Track Record Period,
respectively. See “Business — Our Supply Chain” for more details. Our reliance on these
major suppliers subjects us to the concentration and counterparty risk from these suppliers.
Any material adverse change to the operation, financial performance, or financial condition of
our major suppliers may result in material adverse impact on their business with us.
Our production processes are complex and costly. Disruptions and suspension of our
production lines can significantly impact our production volume, and our business,
financial condition and results of operations can be affected as a result.
During the Track Record Period, we produced substantially all of our products at our
production facilities in the Chinese Mainland. We may experience difficulties in coordinating
the various aspects of our production processes, thereby causing downtime and delays. Any
delay or stoppage of production caused by adverse weather, natural disaster or other
unanticipated catastrophic event, including, without limitation, power interruptions, water
shortage, storms, fires, earthquakes, terrorist attacks and wars, could significantly impair our
ability to produce our products and operate our business. Our machineries and equipment
housed in these facilities would be difficult to replace and could require substantial
replacement lead-time. Catastrophic events may also destroy any inventory stored in our
facilities. Any stoppage in production, even if temporary, or delay in delivery to our customers
could adversely affect our business, financial condition and results of operations. In addition,
there are risks that an accident or death may occur in any one of our facilities. An accident may
result in destruction of property or equipment, environmental damage, manufacturing or
delivery delays, or may lead to suspension of our operations and imposition of liabilities.
If we are unable to maintain optimal capacity utilization rates of our manufacturing
facilities, our profitability and results of operations would be adversely affected.
Given the high fixed costs of our operations, decreases in capacity utilization rates can
have a significant effect on our business. Accordingly, our ability to maintain or enhance gross
margins will continue to depend, in part, on maintaining satisfactory capacity utilization rates.
In turn, our ability to maintain satisfactory capacity utilization will depend on the demand for
our products, the volume of orders we receive, our ability to maintain a sufficient workforce at
our facilities, and our ability to offer products that meet our customers’ requirements at
competitive prices. If forecasts and assumptions used to support the realizability of our
long-lived assets change in the future, significant impairment charges could result that would
materially adversely affect our business, financial condition, and results of operations.
We may not be able to operate our production facilities in Thailand as smoothly as those
in the PRC.
To enhance our production capabilities and in line with our business strategies, we
established a production facility in Thailand. The operation of such overseas production
facility is subject to various risks, including those relating to political and economic
instability, local labor market conditions, trade barriers, governmental expropriation and
differences in business practices. We may incur increased costs or experience delays or
disruptions in product deliveries that could cause loss of revenues and earnings. Unfavorable
RISK FACTORS
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changes in the political, regulatory and business climates could have a material and adverse
effect on our business, financial condition, results of operations and prospects. In addition, the
ramp-up of production is subject to uncertainties relating to equipment installation,
production yield rates, workforce recruitment and training, and the qualification of suppliers
and raw materials. If we fail to meet our planned timelines or performance targets for
production ramp-up, we may not be able to fulfill customer orders in a timely manner, which
could damage our customer relationships and reputation. Our facility in Thailand is also
subject to local and regional supply chain that may not be as mature or stable as those in
China.
We may not be able to obtain or maintain adequate intellectual property rights
protection for our products, or the scope of such intellectual property rights protection
may not be sufficient across different jurisdictions.
Our success depends on our ability to protect our proprietary technology as well as our
product from competition by obtaining, maintaining and enforcing our intellectual property
rights, including patent rights and trade secrets. We have been protecting the proprietary
technologies that we consider commercially important by, among others, filing patent
applications in China and other jurisdictions. The intellectual property application process
may be expensive and time-consuming, and we may not be able to file and prosecute all
necessary or desirable intellectual property applications at a reasonable cost or in a timely
manner, if at all.
Even if we have identified, filed and prosecuted our intellectual property applications,
our applications may not be granted or our intellectual property may be invalidated for
multiple reasons, including known or unknown prior deficiencies in the intellectual property
application or the lack of novelty of the underlying technology. As such, we cannot assure you
that we will be able to discern the scope of the intellectual property protection or obtain
adequate intellectual property protection with respect to our products, and our competitors
may be able to circumvent our patents by developing similar or alternative technologies or
products in a non-infringing manner. The issuance of a patent is not conclusive as to its
inventor, scope, validity or enforceability, and our patents may be challenged in the courts or
patent offices in some jurisdictions.
The China National Intellectual Property Administration (“CNIPA”) and various
governmental patent agencies require compliance with a number of procedural, documentary,
fee payment, and other similar provisions during the patent application process and over the
lifetime of the patent. Non-compliance events can result in abandonment or lapse of the
relevant patent or patent application, leading to partial or complete loss of patent rights in the
relevant jurisdiction. If our patent rights are compromised, we may lose market share to our
competitors. Any of the foregoing could materially and adversely affect our business, results
of operations, financial condition, competitive position and prospects. Meanwhile, we protect
trade secrets partly by entering into non-disclosure and confidentiality agreements, or include
such undertakings in the agreements with parties that have access to them. Nevertheless, there
can be no guarantee that an employee or a third party will not make an unauthorized use or
disclosure of our proprietary confidential information. Even if we are successful in
prosecuting or defending against such claims, litigation could result in substantial financial
and human resource costs.
RISK FACTORS
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We may become involved in lawsuits to protect or enforce our intellectual property in
court or before any related intellectual property agency in any jurisdiction.
We may need to initiate lawsuits to protect or enforce our intellectual property rights,
including patents and trade secrets. Competitors may infringe our patents or misappropriate
our proprietary information. To counter infringement or unauthorized use, we may need to
engage in litigation before courts or intellectual property agencies, which can be costly and
time-consuming. Any claims we assert may also provoke counterclaims alleging that we
infringe others’ intellectual property rights. Our competitors may dedicate substantially
greater resources than we do to such disputes, and adverse results could put our patents,
including those pending, at risk of being invalidated, held unenforceable or interpreted
narrowly. Proceedings before the CNIPA or other administrative bodies in China or other
jurisdictions could similarly result in revocation or amendment of our patents, thereby
limiting their scope of protection. If any of our patents were found invalid or unenforceable,
we would lose at least part, and potentially all, of the patent protection for the relevant
products or product candidates, which could materially and adversely affect our business,
results of operations and financial condition.
Our competitors with large patent portfolios may allege that our products infringe upon
their intellectual property rights. Whether a product infringes a patent involves complex legal
and factual analyses and the outcome is often uncertain. Moreover, competitors may have filed
for patent protection not yet public, or claimed trademark rights that are not revealed through
public record searches. Although we intend to identify and avoid intellectual property
infringement, such efforts may not always be successful. During the Track Record Period and
up to the Latest Practicable Date, we had not been involved in any actual or pending legal,
arbitration or administrative proceedings in relation to intellectual property rights violations
that we believe would have a material adverse effect on our business, results of operations,
financial condition or reputation and compliance. However, any such claims, regardless of
merit, could be costly, divert management attention and result in substantial financial costs. If
successful, such claims could require us to suspend sales of relevant products, redesign or
rebrand products, pay substantial damages or enter into unfavorable royalty or licensing
agreements.
Our products are intricate in nature and undetected defects, errors or bugs of our
products could adversely affect our business, financial condition and results of
operations.
Our products are intricate in nature and may contain errors, defects, bugs that are
difficult to detect and correct, particularly when first introduced or when new versions or
enhancements are released. Some errors or defects in our products may only be discovered
after they have been tested, commercialized and deployed by our end customers. Under these
circumstances, we may incur additional remedial costs to recall, repair or replace and
additional development costs to redesign our products. Any failure to effectively implement or
enforce quality control measures may result in defective products reaching our customers,
which could increase the risk of product recalls, warranty claims or customer dissatisfaction.
Furthermore, because we may be subject to warranty and indemnification provisions based on
certain of our agreements with our customers, we may be subject to claims or threats of claims
by our customers for their financial loss related to defects in our products. Any such claims
would be time-consuming and costly for us to defend and divert our management attention,
thereby adversely affecting our business, financial condition and results of operations.
RISK FACTORS
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Our products are subject to various industry standards the requirements of which are
continually evolving, and the efforts to meet such industry standards or requirements
could be costly.
Our products are based on industry standards that are continually evolving. The
development of existing industry standards and emergence of new industry standards could
render our products obsolete. To identify and comply with these industry standards, we may
need to redesign our products, which may be time-consuming and costly, and the outcomes of
which may be uncertain. If we cannot successfully redesign our products, our products may
not be able to comply with new industry standards or compete with the products offered by our
competitors. In this circumstance, we could miss opportunities to achieve crucial design wins
and lose market share to our competitors, which in turn could have a material adverse effect on
our business, financial condition and results of operations.
Acquisitions, investments or strategic alliances may have valuation uncertainties failure
of which may materially and adversely affect our reputation, business and results of
operations.
We may in the future enter into strategic alliances with various third parties, subject to a
number of risks, including: (i) disclosure or misappropriation of proprietary information, (ii)
defaults by counterparties, including breaches of covenants or other non-performance, and
(iii) negative publicity relating to such third parties or the relevant strategic alliances. In
addition, we may acquire additional assets or businesses that may generate synergies when
combined with our existing business. Future acquisitions and the subsequent integration of
new assets and businesses into our own may entail a number of risks, including: (i) increased
operating expenses and capital needs; (ii) dilution to shareholders resulting from the issuance
of additional securities; (iii) the incurrence of debt, goodwill impairment charges,
amortisation of intangible assets and contingent or unforeseen liabilities; (iv) diversion of
management attention and resources away from our existing business in pursuing such
acquisitions; (v) integration frictions in assimilating the operations, talent, intellectual
property and products of an acquired business; and (vi) loss of key personnel and business
relationships as a result of such acquisitions. If we fail to address the risks related to our future
acquisitions and subsequent integration of new assets and businesses, we may not be able to
realize the anticipated benefits of such acquisitions and our reputation, business, financial
condition and results of operations may be adversely affected.
Any failure to offer high-quality support services for our customers or end customers
may harm our relationships with them and, consequently, our business.
We typically do not allow customers to return or exchange products except that our
customers may negotiate with us on return and indemnification of defective products due to
our faults. As we expand our business, we need to be able to continue to provide efficient
customer support at scale. As a result, we may not be able to respond to our customers’ request
for return, exchange, technical support or maintenance assistance in a timely manner. If we
experience increased customer demand for support and maintenance, our operational expense
may increase and adversely impact our financial condition and results of operations. Our
ability to attract new customers is highly dependent on our business reputation and on positive
recommendations from our existing customers. If we are unable to provide efficient
RISK FACTORS
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maintenance and support services with results satisfactory to our customers, our reputation
and business may be harmed. Customer dissatisfaction may result in loss of existing
customers or failure to acquire new users, which may materially and adversely affect our
business and results of operations.
We are required to obtain permits, licenses, approvals, filings and certifications for
certain business operated by us from the relevant government authorities under relevant
laws and regulations
The industries we operate in are highly regulated. We are required to obtain and maintain
the requisite licenses and approvals required in China and in other jurisdictions where we
operate. See “Regulatory Overview” and “Business — Licenses, Approvals and Permits” for
more details. Compliance with the relevant regulations may require substantial expense and
non-compliance may expose us to sanctions and penalties. Moreover, we cannot assure you
that we can successfully obtain such permits, licenses, approvals, filings or certifications, or
update or renew some of them as required for our business in a timely manner. The
interpretation and implementation of existing and future laws, regulations and policies
governing our business activities may change, and we may be found in violation of such laws,
regulations and policies if we fail to adapt to these changes. If we fail to complete, obtain or
maintain any of the required licenses or approvals or make the necessary filings in any of the
jurisdiction where we operate, we may be subject to various penalties, such as confiscation of
the revenue that were generated through unlicensed activities, or the suspension or revocation
of our licenses and approvals. Any such penalties may disrupt our business operations and
materially and adversely affect our business, results of operations and financial condition.
We are subject to environmental, fire prevention, health and safety laws and regulations
and production standards and it may be onerous and costly to comply with such
regulations and standards.
Our operations are subject to extensive government regulation, including environmental,
health and safety laws and regulations. These laws and regulations set various standards
regulating certain aspects of health and environmental quality, including waste treatment,
emissions and disposals. The process to manufacture PCBs requires adherence to national and
foreign environmental laws and regulations regarding the storage, use, handling and disposal
of chemicals, solid wastes, and other hazardous materials, as well as compliance with
wastewater and air quality standards. We may be subject to potential financial liability for
costs associated with the investigation and remediation of our own sites, or sites at which we
have arranged for the disposal of hazardous wastes, if such sites become contaminated. Even
if we fully comply with applicable environmental laws and are not directly at fault for the
contamination, we may still be liable.
Environmental law violations, including the failure to maintain required environmental
permits, could subject us to fines, penalties, and other sanctions, including the revocation of
our effluent discharge permits. This could require us to cease or limit production at one or
more of our facilities and could have a material adverse effect on our business, financial
condition, and results of operations.
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Increasing focus on environmental, social and governance (“ESG”) matters by regulators
and other stakeholders may increase our compliance risk and costs.
With the rising awareness of ESG issues, including with respect to disposal of wastes,
greenhouse gas emissions and environmental protection, more stringent laws and regulations
may be adopted. Accordingly, we may need to devote more effort and resources to ensure our
compliance with such laws or regulations. We have adopted a series of measures aiming to
ensure our compliance with the ESG-related laws and regulations applicable to us. See
“Business — Environmental, Social and Governance” for more details. We cannot assure you
that these risk management measures can effectively mitigate the relevant risks and help us to
navigate the regulatory environment. Changes in existing ESG-related laws and regulations or
the promulgation of new ESG-related laws and regulations may increase our compliance
costs, and if we fail to comply with such ESG-related laws and regulations, our business,
results of operations and financial performance may be adversely affected.
Our business and prospects depend on our ability to build our brand and reputation,
which could be harmed by negative publicity regarding us, our Directors, employees,
branding or products. Any negative publicity, whether warranted or not, could adversely
affect our business.
We believe that our brand is integral to the success of our business. Since we operate in
a highly competitive market, brand maintenance directly affects our ability to maintain our
market position. The successful maintenance of our brand depends on our ability to provide
competitive products and to strengthen business relationship with our customers. The
successful promotion of our brand depends on the effectiveness of our marketing efforts and
the amount of word-of-mouth referrals by our customers. We may incur extra expenses in
promoting our brand. However, we cannot assure you that these activities will be successful or
effective as expected. In addition, any negative publicity about our Company, Directors,
employees, branding or products, whether warranted or not, may adversely affect our
reputation and business. If our brand and reputation is damaged, we may face challenges in
maintaining our current business relationships with our customers and in entering into new
markets, which may adversely affect our business, financial condition, results of operations
and prospects.
We may from time to time be involved in claims, legal proceedings and commercial or
contractual disputes in the ordinary course of our business.
We may be involved in commercial or contractual disputes, legal and administrative
proceedings, and claims arising out of the ordinary course of our business. For example, we
may initiate legal proceedings against infringing or breaching parties in order to enforce our
rights as provided under applicable laws or contractual arrangements. We cannot assure you
that we will not be involved in various disputes in the future, which may expose us to
additional risks and losses. In addition, existing or future disputes, proceedings and claims
may be costly to defend or resolve. We may have to pay legal costs associated with such
disputes, including fees relating to appraisal, auction, execution and legal advisory services.
Litigation and other disputes may lead to inquiries, investigations and proceedings by
regulatory authorities and other governmental agencies. Any claims, disputes, inquiries,
investigations and proceedings may result in damage to our reputation, additional operating
costs and diversion of resources and management’s attention from our core business. The
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disruption of our business due to judgment, arbitration and legal proceedings against us or
adverse adjudications in proceedings against our Directors, senior management or key
employees may materially and adversely affect our reputation, business, financial condition
and results of operations.
We rely on our business partners, other industry participants, employees, suppliers,
customers, trading partners, sales partners or other third parties that we collaborate
with. Any failure to detect or prevent fraudulent or illegal activities or other misconduct
by such parties may materially and adversely affect our business.
We are exposed to fraudulent or illegal activities or other misconduct by our employees,
suppliers, customers, trading partners, sales partners or other third parties that we collaborate
with, that could subject us to liabilities, fines and other penalties imposed by government
authorities. Although we have established internal control policies and relevant contractual
covenants, we cannot assure you that we will be able to prevent fraud or illegal activity by
such persons or that similar incidents will not occur in the future. Any illegal, fraudulent,
corrupt or collusive activity by our employees, suppliers, customers or other third parties,
violation of anti-corruption, anti-bribery, anti-money laundering, financial and economic
sanctions and similar laws, could also subject us to negative publicity that could severely
damage our brand and reputation. Accordingly, our failure to detect and prevent fraudulent or
illegal activities or other misconduct by our employees, suppliers, customers or other third
parties could materially and adversely affect our business.
In addition, during the Track Record Period, we also engaged with trading partners and
sales partners to extend our market reach. Non-compliance by our trading partners or sales
partners or actions taken by them adverse to our interests could negatively affect our brand
reputation and disrupt our sales. Furthermore, we may be exposed to the risks of fraud or other
misconduct committed by our trading partners or sales partners. Fraud or other misconduct by
our trading partners or sales partners may involve engaging in unauthorized misrepresentation
to our end customers or to us, and engaging in bribery or other unlawful payments. In any such
event, we could, as a result, incur liability to our end customers for fraud or misconduct
committed by such trading partners or sales partners or otherwise suffer from their
misconduct. Any claims could subject us to litigation regardless of whether the claims have
merit.
Our insurance coverage may not be sufficient to cover all losses or potential claims by
our customers, which would affect our business, financial condition and results of
operations.
We have maintained insurance policies to cover various aspects of our business, such as
property all-risk insurance, transportation insurance to secure our business continuity.
However, the amount of coverage, depending on the insurance policies to which we subscribe,
may not be adequate to fully compensate all types of loss, damage and liability we may suffer
in the future. For example, insurances covering loss from acts of war, terrorism, or natural
disasters may be unavailable or cost prohibitive. In addition, we cannot guarantee that our
policies can be renewed on similar or acceptable terms, or at all. If we suffer unexpected
severe losses or losses that far exceed the policy limits, it could materially and adversely
affect our business, financial condition, results of operations and prospects.
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Our legal rights to some leased properties may be challenged.
We lease properties mainly as our employee dormitories. As at the Latest Practicable
Date, we were not provided with sufficient ownership certificates for our leased properties we
leased under the lease agreements with one lessor in China. See “Business — Properties —
Lease Properties” for details. Any dispute or claim in relation to these properties could result
in us having to relocate and/or obtain alternative accommodation for certain of our employees.
If our right to use these properties is challenged, we would need to seek alternative properties
on short notice and incur relocation costs, and there is no guarantee that we would be able to
find suitable alternative properties on reasonable commercial terms, or at all. Any relocation
could lead to disruptions to our operations and may have an adverse effect on our business,
financial condition, results of operations and prospects. As of the Latest Practicable Date,
with respect to certain of our leased properties in China, we have not completed lease
registration, primarily due to lack of cooperation from our lessors. We may be required by
relevant government authorities to file future lease agreements for registration within a time
limit, and may be subject to a fine ranging from RMB1,000 to RMB10,000 for such
non-registration exceeding such time limit. As of the Latest Practicable Date, certain of our
leased properties without property lease filing certificates could adversely affect our ability to
continue using them in the future, including that our use of these leased properties may not be
valid or may be affected by third parties’ claims or challenges against the leases. Our inability
to enter into new leases or renew existing leases on terms acceptable to us could materially
adversely affect our business, financial condition and results of operations.
Rising labor costs and labor shortages, including due to pandemics and other disasters,
employee strikes, and other labor-related disruptions may materially adversely affect
our business, financial condition, and results of operations.
Our success depends on our ability to hire, train, retain and motivate our employees. We
have not experienced any material work stoppages or strikes in the past. However, we cannot
guarantee that any of such events will not arise in the future. If our employees engage in a
strike or other work stoppage, we may experience significant operational disruption and/or
accept higher labor costs, resulting in an adverse effect on our business, financial condition
and results of operations. We have employees across various countries, and are subject to
varied laws and regulations in different countries. As certain of our employees are represented
by labor unions, any deterioration in our labor relations with employees or the labor union
could cause labor disputes, which could result in the disruption of production and operations.
There is no guarantee that we will always be able to maintain stable and quality labor force at
favorable costs. Any deterioration in our labor relations could result in the disruption of
production and operations, and may subject us to legal proceedings, as well as monetary and
reputational damages.
In addition, labor costs in regions where we operate have been increasing in recent years
and may potentially continue increasing. As such, we may have to increase our total
compensation to attract and retain the experienced professionals required to achieve our
business objectives. However, these increased costs might not be able to be passed onto
customers by increasing our products’ selling prices in light of market competition. In such
circumstances, our profit margin may decrease, which could have an adverse effect on our
business, financial condition and results of operations.
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Non-compliance with labor-related laws and regulations of the PRC may impact our
financial condition and results of operation.
We have been subject to strict regulatory requirements in terms of entering into labor
contracts with our employees and paying various statutory employee benefits, including the
basic pensions, housing fund, medical insurance, work-related injury insurance,
unemployment insurance and maternity insurance to designated government agencies for the
benefit of our employees. If we are subject to severe penalties or incur significant legal fees in
connection with labor-related laws and regulations, our business, financial condition and
results of operations may be adversely affected. During the Track Record Period, we engaged
certain dispatched workers from third-party employment agencies. Pursuant to the Labor
Contract Law and its amendments, dispatched workers may only be engaged for temporary,
ancillary or substitute positions. We cannot assure you that the relevant governmental
authorities will determine that our dispatched workers are engaged for temporary, ancillary or
substitute positions. The Interim Provisions on Labor Dispatch, which became effective on
March 1, 2014, further provides that the number of dispatched workers an employer may use
must not exceed 10% of its total labor force. During the Track Record Period, the number of
dispatched workers we engaged did not exceed 10% of our total labor force. Specifically, in
the event that we decide to terminate some of our employees or otherwise change our
employment or labor practices, the Labor Contract Law and its implementation rules may
limit our ability to effect those changes in a desirable or cost-effective manner, which could
adversely affect our business and results of operations. Additionally, we could be required to
provide additional compensation to our employees and our business, financial condition and
results of operations could be materially and adversely affected.
We may be subject to additional contributions of social insurance and housing fund and
late payments and fines imposed by relevant government authorities.
During the Track Record Period and up to the Latest Practicable Date, we did not make
full contributions to the social insurance and housing provident fund with respect to our
employees, as required by the relevant PRC laws and regulations. As a result, we may be
required to make additional contributions to the social insurance fund and/or housing
provident fund and pay late payments and fines under PRC laws and regulations. In addition,
the social insurance contributions of certain of our employees have been made by our
subsidiary located in different cities from the employees’ actual places of work. In addition,
we did not commenced contributions to the housing provident fund for our employees within
30 days of employment commencement as required by PRC regulations. Such arrangements
may be viewed by the relevant PRC authorities as non-compliant with local social insurance
and housing provident fund regulations, and we may be required to make retroactive
contributions, pay late fees or fines, or adjust our contribution practices. Any such order may
adversely affect our business, financial condition, results of operations.
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We are subject to risks of currency fluctuations and our investment in foreign exchange
derivatives.
Our consolidated financial results are affected by currency exchange rate fluctuations.
The exchange rate between Renminbi and foreign currencies has fluctuated in the past, and
this may impact our business, financial condition and results of operations in the future. In
2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, we recorded gains
on foreign exchange differences of RMB71.1 million, RMB8.9 million, RMB48.6 million,
RMB4.1 million and RMB1.5 million, respectively. Changes in foreign exchange rates may be
due to many factors such as changes in the global economy and geopolitical condition which
are beyond our control. There is no assurance that we will make similar or any such gain in the
future, which will in turn affect our future financial performance.
Further, during the Track Record Period, we made investment in foreign exchange
derivatives with a view to managing risks associated with foreign exchange fluctuations.
During the Track Record Period, we had entered into foreign currency forward contracts. See
“Financial Information — Quantitative and Qualitative Disclosures about Financial Risks —
Foreign Currency Risk” for more details. We recorded investment loss from derivative
financial instruments of nil, RMB22.5 million, RMB13.9 million, RMB10.0 million and
RMB4.0 million in 2022, 2023, 2024 and the nine months ended September 30, 2024 and
2025, respectively. If Renminbi depreciates against U.S. dollars substantially or if the interest
rate moves in the different direction as we expected in the future, our obligation to pay to the
banks under the outstanding foreign exchange forward contracts may adversely affect our cash
flows and financial position. In addition, our investment in foreign exchange derivatives is
subject to fair value changes. We recorded fair value loss on derivative financial instruments
of RMB21.2 million, RMB41.5 million and RMB14.9 million, in 2022, 2023 and 2024,
respectively. We recorded fair value gain on derivative financial instruments of RMB0.9
million and RMB6.2 million in the nine months ended September 30, 2024 and 2025,
respectively.
Any changes or discontinuation of tax rebate, government grants or other preferential
treatments may affect our business, results of operations and financial condition.
We are entitled to a rebate of value-added tax (“ VAT”) from the PRC tax authority in
connection with our export sales for our products. The tax rebate comprised a refund of V AT
incurred on the raw materials we used for production of our products in the PRC, which are
subsequently exported to overseas countries. In 2022, 2023, 2024 and the nine months ended
September 30, 2024 and 2025, our value-added tax refund amounted to approximately
RMB128.5 million, RMB116.6 million, RMB184.8 million, RMB147.1 million and
RMB189.7 million, respectively. We cannot assure you that the PRC governmental policies on
tax rebate will not change or that the current policies we enjoy will not be canceled. If there is
any reduction, suspension, discontinuation or cancelation of tax rebate which may adversely
affect the recoverability of our V AT recoverable, our business, financial condition and
profitability would be adversely affected.
Further, we received government grants during the Track Record Period. It is in the
relevant PRC government authorities’ discretions to decide when, under what conditions or
whether the preferential tax treatment and/or government grants should be granted to us. We
cannot assure you that we will continue to be eligible to receive the preferential tax treatment
RISK FACTORS
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and/or government grants or the relevant PRC government authorities will not impose new
conditions for receiving such preferential tax treatment and/or government grants in the
future. If we are unable to obtain or maintain the preferential tax treatment and/or government
grants or any other favorable regulatory treatments in the future, our business, results of
operations and financial condition may be affected.
Our business and operations require significant capital resources and we may not be able
to obtain additional capital when desired, on favorable terms or at all.
Our operations are generally capital-intensive. To the extent that our funding
requirements exceed our existing financial resources, we will be required to seek external debt
or equity financing or to defer planned expenditures. The amount of additional capital we need
depends on factors including, but not limited to: (i) our R&D expenses; (ii) our relationships
with customers and suppliers; (iii) our ability to control costs and increase sales of our
products; (iv) sales and marketing expenses; (v) enhancements to our infrastructure and
systems; (vi) potential acquisitions of businesses and product lines; and (vii) general
economic conditions, inflation, rising interest rates and international conflicts, and their
impact on downstream industries.
As we further grow our businesses, we expect our capital requirements to increase
significantly in the future. We cannot assure you that cash generated from our operations will
be sufficient to fund our future development and expansion. If we are unable to obtain
financing in a timely manner or at a reasonable cost, if at all, our expansion plans may be
delayed, our projects may be hindered, and our financial performance and growth prospects
may be materially and adversely affected. The availability of external funding is subject to
various factors, including governmental policies, market conditions, credit availability,
interest rates and the performance of our operations.
We recorded net current liabilities during the Track Record Period, which exposes us to
liquidity risk.
We recorded net current liabilities of RMB103.3 million as of December 31, 2022,
primarily due to capital expenditures related to the construction of our production facility in
Dongguan and the purchase of equipment for our Huangshi base. We cannot assure you that
we will not have a net current liabilities position in the future. The net current liabilities
position, if recurs in the future, would expose us to liquidity risk which could restrict our
ability to make necessary capital expenditure or develop business opportunities, and our
business, operating results and financial condition could be materially and adversely affected.
We incurred debts during Track Record Period and may incur more debts in the future.
As of December 31, 2022, 2023, 2024 and September 30, 2025, we recorded
interest-bearing bank and other borrowings of RMB323.5 million, RMB383.2 million,
RMB414.9 million and RMB568.8 million, respectively. This in turn may require us to seek
adequate financing from sources such as external debt, which may not be available on terms
favorable to us or at all. Any difficulty in or failure to repay our debts and or any additional
debt can materially and adversely affect our business, financial condition and prospects.
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If we incur more debts in the future, an increased balance of indebtedness may require us
to devote our financial resources to servicing such debt rather than funding our operating
activities, which constrains our capital flexibility and may in turn adversely affect our
business growth. In addition, if we incur a large balance of indebtedness, we may not be able
to service our interest and principal repayments in a timely manner or at all, which could
trigger cross-defaults with other debt and limit our ability to obtain further debt financing. As
a result, failure to manage our debt may adversely affect our business, financial condition and
prospects.
We are subject to credit risk related to delay in payment and defaults of customers,
which would adversely affect our liquidity and financial condition.
We are exposed to credit risk related to delay in payment and defaults of our customers.
As of December 31, 2022, 2023, 2024 and September 30, 2025, our trade and bills receivables
amounted to RMB704.7 million, RMB886.7 million, RMB1,293.0 million and RMB1,731.4
million, respectively. During the same periods, our trade receivables turnover days was 103
days, 102 days, 102 days and 103 days, respectively. We may not be able to collect any were,
if not all, such trade and bills receivables due to a variety of factors that are beyond our
control, including long payment cycle, adverse operating condition or financial condition of
our customers, and our customers’ inability to pay caused by their end customers’ delay in
payment. In such circumstances, we may have to make impairment provisions and our
liquidity and financial condition will be adversely affected.
We are exposed to risks associated with our investment in wealth management products.
We had financial assets at fair value through profit or loss of 191.5 million as of
September 30, 2025, all of which represented our investment in wealth management products
issued by banks in the Chinese Mainland. We have implemented investment management
policies during the Track Record Period in connection with our investment in wealth
management products. See “Financial Information — Selected Balance Sheet Items — Net
Current Assets/Liabilities — Financial Assets at Fair Value through Profit or Loss” for more
details. Our investments in wealth management products are subject to the overall market
conditions, including the capital markets, which exposes us to the risk of valuation
uncertainty. We recorded fair value gains on financial assets at fair value through profit or loss
of RMB3.0 million in 2024. Any volatility in the market or fluctuations in interest rates may
negatively impact the fair value of these wealth management products, which may in turn have
a material adverse effect on our results of operations and financial condition.
We may be subject to inventory obsolescence risk.
Our inventories were RMB355.6 million, RMB396.9 million, RMB458.6 million and
RMB621.2 million as of December 31, 2022, 2023, 2024 and September 30, 2025,
respectively. For the same years, our inventories turnover days were 93 days, 89 days, 72 days
and 66 days, respectively. As our business expands, our inventory obsolescence risk may also
increase with the increase in our inventories and our inventories turnover days. We cannot
guarantee that we will be able to maintain proper inventory levels. If our forecast demand is
higher than actual demand, we may be exposed to increased inventory risks due to the
accumulation of excess inventory. In addition to the risk of inventory obsolescence, we may
also suffer losses if our inventories are damaged, lost or deteriorated due to inadequate storage
conditions or mishandling. Any failure to properly manage and safeguard our inventories
could adversely affect our business, financial condition and results of operations.
RISK FACTORS
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Failure to fulfill our contractual obligations could adversely affect our liquidity and
financial condition.
Our contract liabilities primarily arise from advance payments made by our customers to
us before we fulfill our performance obligations. Our contract liabilities were RMB9.1
million, RMB6.3 million, RMB7.4 million and RMB12.7 million as of December 31, 2022,
2023, 2024 and September 30, 2025. See “Financial Information — Selected Balance Sheet
Items — Net Current Assets/Liabilities — Contract Liabilities” for more details. There is no
assurance that we will be able to fulfill our obligations in respect of contract liabilities as the
fulfillment of our performance obligations is subject to various factors that are beyond our
control. If we are not able to fulfill our obligations with respect to our contract liabilities, the
amount of contract liabilities will not be recognized as revenue and we may have to refund the
advance payment made by our customers. As a result, our liquidity and financial condition
may be adversely affected.
Our transfer pricing arrangements may be subject to scrutiny by the relevant tax
authorities in the countries and regions where we operate.
During the Track Record Period, we engaged in cross-border intra-group transactions
among our entities in the Chinese Mainland and Hong Kong, primarily involving primarily
involve (i) intra-group sales of tangible assets, including sales of raw materials, production
equipment and finished products, (ii) intra group provision of processing services and
(iii) intra-group financing arrangements. In 2022, 2023 and 2024, and the nine months ended
September 30, 2025, the amount of intra-group transactions were RMB1,743.0 million,
RMB2,078.2 million, RMB3,038.8 million and RMB3,194.9 million, respectively.
Under the applicable laws and regulations in the jurisdictions in which we operate,
arrangements and transactions among related parties may be subject to audit or challenge by
the relevant tax authorities. Our global operations are structured through subsidiaries across
different jurisdictions. See “Business — Cross Border Intra-group Transactions.”. We could
face material and adverse tax consequences if the relevant tax authorities determine that our
cross-border intra-group transactions are not conducted on an arm’s length basis and
consequently adjust any of those entities’ income in the form of a transfer pricing adjustment.
In the event of a transfer pricing adjustment, our tax liabilities could increase. In addition, a
transfer pricing arrangement may give rise to tax recoverable in certain jurisdictions.
Any future occurrence of force majeure events, natural disasters, wars or public health
and public security hazards may severely disrupt our business and operation.
Our business could be materially and adversely affected by natural disasters, health
pandemic or other force majeure events, which may disrupt our supply chain, damage
infrastructure, and hinder workforce productivity. Natural disasters such as snowstorms,
earthquakes, fires, and floods can cause physical damage to our production facilities,
equipment, and inventory which could result in production delays, inventory shortages and
obsolete, which could increase our impairment and costs for repairs and replacements.
Additionally, these events can lead to power outages, communication interruptions, and
transportation disruptions, further hampering business operations. Widespread health
epidemics, such as the COVID-19 pandemic, can have a profound impact on our supply chain,
RISK FACTORS
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particularly in terms of importing raw materials, warehousing, and delivery. This can result in
inventory shortages, production bottlenecks, and increased costs for alternative suppliers or
pay higher prices for scarce materials, which may materially and adversely affect our
business, financial condition and results of operations.
RISKS RELATING TO CONDUCTING BUSINESS IN THE JURISDICTIONS WE
OPERATE
Global economic and market uncertainty may adversely impact our business and
operating results.
Uncertain global economic conditions have in the past and may in the future adversely
impact our business. Inflation and rapid fluctuations in inflation rates have had in the past, and
may in the future have, negative effects on economies and financial markets. V olatile or
uncertain economic conditions can adversely impact our sales and profitability and make it
difficult for us to accurately forecast and plan our future business activities. During
challenging economic times, our current or potential future customers may experience cash
flow problems and as a result may modify, delay, or cancel plans to purchase our products.
Additionally, if our customers are not successful in generating sufficient revenue or are unable
to secure financing, they may not be able to pay, or may delay payment of, accounts receivable
that they owe us. Any inability of our current or potential future customers to pay us for our
products may adversely affect our earnings and cash flow. Moreover, our key suppliers may
reduce their output or become insolvent, thereby adversely impacting our ability to
manufacture our products.
Development in the legal system of certain geographic markets in which we operate could
materially and adversely affect us.
Legal systems of the geographic markets where we operate vary significantly from
jurisdiction to jurisdiction. The legal systems of some geographic markets where we operate
are consistently evolving. Laws and regulations that are recently enacted may not sufficiently
cover all aspects of economic activities in such markets. In particular, the interpretation and
enforcement of these laws and regulations are subject to future implementations, and the
application of some of these laws and regulations to our businesses is not settled. Since local
administrative and court authorities are authorized to interpret and implement statutory
provisions and contractual terms, it may be difficult to evaluate the outcome of administrative
and court proceedings and the level of legal protection we have in many of the geographic
markets where we operate. These uncertainties may affect our judgment on the relevance of
legal requirements and our ability to enforce our contractual rights or claims. Furthermore,
our understanding of such local government policies and internal interpretations may diverge
from the regulatory authorities’ interpretations or judicial rulings in analogous cases. As a
result, we may not be aware of our violation of certain policies or rules until sometime after
the violation. Failure to adapt to changes in current laws or regulations or the imposition of
new laws and regulations in our geographic markets may affect our business, financial
condition and results of operations.
RISK FACTORS
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Our business is subject to the risks associated with international operations.
Our international sales have historically constituted a substantial portion of our revenue.
During the Track Record Period, we have maintained various supply chain infrastructures,
such as established subsidiary and manufacturing facility in Thailand. Operating in overseas
markets requires significant resources and management attention and will subject us to
regulatory, economic and policy risks in addition to those we already face in China.
Our business operations outside China are subject to risks resulting from changes in
tariffs, trade restrictions, trade agreements, international tax policies, difficulties in managing
foreign operations and agents, different liability standards, issues related to compliance with
anti-corruption laws, data protection, trade compliance and intellectual property laws in the
respective overseas jurisdictions. The occurrence or consequences of any of these factors may
restrict our ability to operate in the affected region or decrease the profitability of our
operations in that region. We are also subject to general risks inherent in international
operations, such as fluctuations in exchange rates, embargoes and customs clearances,
complexity in the domestic and international political environment, changes in legal and
regulatory requirements, import and export restrictions and tariffs, as well as political or
social unrest or economic instability in regions in which we operate. Our failure to manage
any of these risks successfully could harm our international operations, and adversely affect
our business, results of operations and financial condition.
Regulations on currency exchange may limit our foreign exchange transactions,
including our ability to pay dividends and other obligations, and may affect the value of
your investment.
The conversion of Renminbi is subject to applicable laws and regulations in China. We
cannot guarantee that under a certain exchange rate, we will have sufficient foreign exchange
to meet our foreign exchange needs. Under the current PRC foreign exchange system, foreign
exchange transactions under the current account conducted by us, including the payment of
dividends, do not require advance approval from the State Administration of Foreign
Exchange (“SAFE”). We are required to present documentary evidence of such transactions
and conduct such transactions at banks that have the licenses to carry out foreign exchange
business. Foreign exchange transactions under the capital account conducted by us, however,
must be registered in advance by the SAFE or its designated banks.
Under existing foreign exchange regulations, following the completion of the Offering,
we will be able to pay dividends in foreign currencies without prior approval from the SAFE
by complying with certain procedural requirements. However, any change in these foreign
exchange policies or any insufficiency of foreign exchange may restrict our ability to obtain
sufficient foreign exchange for dividend payments to shareholders or to satisfy any other
foreign exchange requirements, or to capitalize our capital expenditure plans, and even our
business, results of operations and financial condition, may be affected.
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Our operations are subject to the Chinese Mainland, Hong Kong and Thailand tax laws
and regulations as well as those of other jurisdictions in which we operate.
As a company incorporated in China, we are subject to the PRC tax laws and regulations.
We also operate in Thailand, Hong Kong, and other jurisdictions, and are subject to the tax
laws and regulations of those jurisdictions. We cannot assure you that we are able to fully
comply with such laws and regulations. Any violation of such laws and regulations may result
in fines, other penalties, actions or proceedings that could adversely affect our business,
financial condition and results of operations.
Holders of our H Shares may be subject to PRC income tax obligations.
Under the current PRC tax laws and regulations, non-PRC resident individuals and
non-PRC resident enterprises are subject to different tax obligations with respect to the
dividends paid to them by us and the gains realized upon the sale or other disposition of H
Shares by them. Non-PRC resident individuals are required to pay PRC individual income tax
at a 20% rate for the dividends or gain from share transfer derived in China under the
Individual Income Tax Law of the PRC ( ) and its
implementation regulations. Accordingly, we are required to withhold such tax from dividend
payments, unless applicable tax treaties between the PRC and the jurisdiction in which the
foreign individual or enterprise resides reduce or exempt the relevant tax obligations.
Pursuant to the Arrangement between the Chinese Mainland and the Hong Kong Special
Administrative Region (“ HKSAR”) for the Avoidance of Double Taxation and the Prevention
of Fiscal Evasion with Respect to Taxes on Income (੻ᒒ
τર ) signed on August 21, 2006, the PRC government may
impose tax on dividends paid by a PRC company to a resident of the HKSAR (including
natural person and legal entity), but such tax will not exceed 10% of the total amount of the
dividends payable by the Chinese company. If an HKSAR resident directly holds 25% or more
of the equity interest in a PRC company, such tax will not exceed 5% of the total dividends
payable by the Chinese company. The Fifth Protocol to the Arrangement between the Chinese
Mainland and the Hong Kong Special Administrative Region for the Avoidance of Double
Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income
( )
issued by the SAT effective on December 6, 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. For non-PRC resident enterprises that do not
have establishments or premises in the PRC, and for those who have establishments or
premises in the PRC but whose income is not related to such establishments or premises,
under the Enterprise Income Tax Law of the PRC ( ), and its
implementation regulations, dividends paid by us and gains realized by such foreign
enterprises upon the sale or other disposition of H Shares are typically subject to PRC
enterprise income tax at a 10% rate. The Circular on Issues Relating to the Withholding of
Enterprise Income Tax by PRC Resident Enterprises on Dividends Paid to Overseas Non-PRC
Resident Enterprise Shareholders of H Shares (͏ΆุΣྤ̮Hٰ
 ) issued by SAT, also stipulates that the
withholding tax rate for dividends payable to non-PRC resident enterprise holders of H Shares
shall be 10%, subject to a further reduction under a special arrangement or an applicable
treaty between China and the jurisdiction of the residence of the relevant non-PRC resident
enterprise. Despite the arrangements mentioned above, the interpretation and application of
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applicable PRC tax laws and regulations are subject to the then relevant laws and regulations
due to several factors, including whether the relevant preferential tax treatment will be
revoked in the future such that all non-PRC resident individual holders will be subject to PRC
individual income tax at a flat rate of 20%. If there is any change to applicable tax laws and
rules and interpretation or application with respect to such laws and rules, the value of your
investment in our H Shares may be materially affected.
You may experience difficulties in effecting service of legal process and enforcing
judgments against us, our Directors and senior management.
We are a company incorporated under the PRC laws and a majority of our assets and
subsidiaries are located in China. The majority of our Directors and senior management reside
within China. The assets of these Directors and senior management also may be located within
China. As a result, it may be difficult to effect service of process upon or to enforce judgments
against us, most our Directors and senior management outside China.
RISKS RELATING TO THE GLOBAL OFFERING
We will be concurrently subject to listing and regulatory requirements of the Chinese
Mainland and Hong Kong.
As we are listed on the Shenzhen Stock Exchange and will be listed on the Hong Kong
Stock Exchange, we will be required to comply with the applicable listing rules and other
regulatory regimes of both jurisdictions unless an exemption is available or a waiver has been
obtained. Accordingly, we may incur additional costs and resources to ensure our compliance
with the listing rules of both jurisdictions.
The characteristics of the A share and H share markets may differ.
Our A Shares are listed and traded on the Shenzhen Stock Exchange. Following the
Global Offering, our A Shares will continue to be traded on the Shenzhen Stock Exchange and
our H Shares will be traded on the Hong Kong Stock Exchange. Under current laws and
regulations in China, without the approval from the relevant regulatory authorities, our H
Shares and A Shares are neither interchangeable nor fungible, and there is no trading or
settlement between the H Share and A Share markets. With different trading characteristics,
the H Share and A Share markets have divergent trading volumes, liquidity and investor bases,
as well as different levels of retail and institutional investor participation. As a result, the
trading performance of our H Shares and A Shares may not be comparable. Nonetheless,
fluctuations in the price of our A Shares may adversely affect the price of our H Shares, and
vice versa. Due to the different characteristics of the H Share and A Share markets, the
historical prices of our A Shares may not be indicative of the performance of our H Shares.
Therefore, you should not place undue reliance on the trading history of our A Shares when
making your investment decision in our H Shares.
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There has been no prior public market for our H Shares, and an active trading market
for our H Shares may not develop or be sustained.
Prior to the Global Offering, there was no public market for our H Shares. We cannot
assure you that a public market for our H Shares with adequate liquidity and trading volume
will develop and be sustained following the completion of the Global Offering. In addition,
the Offer Price of our H Shares is expected to be fixed by agreement between the
Sponsor-Overall Coordinators (for themselves and on behalf of other Overall Coordinators
and the Underwriters) and us, and may not be an indication of the market price of our H Shares
following the completion of the Global Offering. If an active public market for our H Shares
does not develop following the completion of the Global Offering, the market price and
liquidity of our H Shares may be materially and adversely affected. The price and trading
volume of our H Shares may be volatile, which could lead to substantial losses to investors.
The price and trading volume of our H Shares may be subject to significant volatility in
response to various factors beyond our control, including the general market conditions
of securities in Hong Kong and elsewhere in the world.
The Hong Kong Stock Exchange and other securities markets have, from time to time,
experienced significant price and trading volume volatility that are not related to the operating
performance of any particular listed company. The business and performance and the market
price of the shares of other listed companies engaging in similar business may also affect the
price and trading volume of our Shares. In addition to market and industry factors beyond our
control, the price and trading volume of our Shares may be highly volatile for specific
business reasons, such as fluctuations in our revenue, earnings, cash flows, investments,
expenditures, regulatory developments, relationships with our suppliers, movements or
activities of key personnel, or actions taken by competitors. Moreover, shares of other
companies listed on the Hong Kong Stock Exchange have experienced price volatility in the
past, and it is possible that our H Shares may be subject to changes in price not directly related
to our performance.
Future sales or perceived sales of substantial amounts of our H Shares in the public
market could have a material adverse impact on the prevailing market price of our H
Shares and our ability to raise additional capital in the future, or may result in dilution
of your shareholding.
The market price of our H Shares and our ability to raise equity capital in the future at a
time and price that we deem appropriate could be negatively impacted as a result of future
sales of a substantial number of our H Shares or other securities relating to our H Shares in the
public market, especially by our Directors, executive officers and Controlling Shareholders,
or the issuance of new shares or other securities, or the perception that such sales or issuances
may occur. Certain amount of the Shares controlled by our Controlling Shareholders are
subject to certain lock-up periods beginning on the date on which trading in our Shares
commences on the Hong Kong Stock Exchange. We cannot assure you that they will not
dispose of any Shares they may own now or in the future. Market sale of Shares by such
Shareholders and the availability of these Shares for future sale may have a negative impact on
the market price of our Shares. In addition, any sale of the H Shares subscribed by such
investors pursuant to such arrangement or agreement could adversely affect the market price
of our H Shares and any sizeable sale could have a material and adverse effect on the market
price of our H Shares and could cause substantial volatility in the trading volume of our H
Shares.
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The interests of our Controlling Shareholders may not be aligned with the interests of
other Shareholders.
Our Controlling Shareholders have substantial influence over our business, including
matters related to our management, policies and decisions regarding acquisitions, mergers,
expansion plans, consolidations and sales of all or substantially all of our assets, election of
directors and other significant corporate actions. Immediately following the completion of the
Global Offering, our Controlling Shareholders will hold approximately 48.43% of the issued
share capital of our Company. This concentration of ownership may discourage, delay or
prevent a change in control of our Company, which could deprive other Shareholders of an
opportunity to receive a premium for their Shares as part of a sale of our Company and might
reduce the price of our H Shares. These events may occur even if they are opposed by our other
Shareholders. In addition, the interests of our Controlling Shareholders may differ from the
interests of our other Shareholders. It is possible that our Controlling Shareholders may
exercise their substantial influence over us and cause us to enter into transactions or take, or
fail to take, actions or make decisions that conflict with the best interests of our other
Shareholders.
Our historical dividends may not be indicative of our future dividend policy, and there
can be no assurance whether and when we will pay dividends in the future.
We have declared dividends in the past. However, there is no assurance that we will be
able to declare or distribute dividends of any amount in any year in the future. Under the
applicable PRC laws and regulations, the payment of dividends may be subject to certain
limitations, and the calculation of our profit under the Accounting Standards for Business
Enterprises may differ in certain respects from the calculation under IFRS Accounting
Standards. The declaration, payment and amount of any future dividends are subject to the
discretion of our Directors, after taking into account various factors, including but not limited
to our results of operations, financial condition, cash flows, capital expenditure requirements,
market conditions, our strategic plans and prospects for business development, regulatory
restrictions on the payment of dividends and other factors as our Directors may deem relevant,
and subject to the approval at Shareholders’ meeting. No dividend shall be declared or payable
except out of our profits and reserves lawfully available for distribution. Our historical
dividends should not be taken as indicative of our dividend policy in the future.
Under the existing PRC foreign exchange regulations, payments of current account
items, including profit distributions, interest payments and trade and service-related foreign
exchange transactions, can be made in foreign currencies without prior SAFE approval by
complying with certain procedural requirements. However, any changes to these foreign
exchange policies that prevent us from obtaining sufficient foreign currencies may affect our
ability to pay dividends in foreign currencies to our Shareholders.
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You should not place any reliance on any information released by us in connection with
the listing of our A Shares on the Shenzhen Stock Exchange.
As our A Shares are listed on the Shenzhen Stock Exchange, we have been subject to
periodic reporting and other information disclosure requirements in China. As a result, from
time to time, we publicly release information relating to us on the Shenzhen Stock Exchange
or other media outlets designated by the CSRC. However, the information announced by us in
connection with our A Shares listing is based on regulatory requirements of the securities
authorities, industry standards and market practices in China, which are different from those
applicable to the Global Offering. The presentation of financial and operational information
for the Track Record Period disclosed on the Shenzhen Stock Exchange or other media outlets
may not be directly comparable to the financial and operational information contained in this
document. Therefore, prospective investors in our H Shares should be reminded that, in
making their investment decisions as to whether to purchase our H Shares, they should rely
only on the financial, operating and other information included in this document. By applying
to purchase our H Shares in the Global Offering, you will be deemed to have agreed that you
will not rely on any information other than that contained in this document and any formal
announcements made by us in Hong Kong with respect to the Global Offering.
You should read the entire document carefully and only rely on the information included
in this document to make your investment decision, and we strongly caution you not to
rely on any information contained in press articles or other media coverage relating to
us, our Shares or the Global Offering.
We strongly caution our investors not to rely on any information contained in press
articles or other media regarding us, our Shares and the Global Offering. Prior to the
publication of this document, there may be press and media coverage regarding the Global
Offering and us. Such press and media coverage may include references to certain information
that does not appear in this document, including certain operating and financial information
and projections, valuations and other information. We have not authorized the disclosure of
any such information in the press or media and do not accept any responsibility for any such
press or media coverage or the accuracy or completeness of any such information or
publication. We make no representation as to the appropriateness, accuracy, completeness or
reliability of any such information or publication. To the extent that any such information is
inconsistent or conflicts with the information contained in this document, we disclaim
responsibility for it and our investors should not rely on such information.
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Certain facts, forecast and other statistics in this document obtained from publicly
available sources have not been independently verified and may not be reliable.
Certain facts, forecast and other statistics in this document are derived from various
government and official resources. We believe that the sources of the information from official
government sources are appropriate sources and have taken reasonable care in extracting and
reproducing such information. We have no reason to believe that the information from official
government sources is false or misleading or that any fact has been omitted that would render
such information false or misleading. Nevertheless, information from official government
sources has not been independently verified by us, the Joint Sponsors, the Overall
Coordinators, the Joint Global Coordinators, and the Joint Bookrunners or any of their
respective affiliates or advisers and, therefore, we make no representation as to the accuracy
of such facts and statistics. Further, we cannot assure our investors that they are stated or
compiled on the same basis or with the same degree of accuracy as similar statistics presented
elsewhere. In all cases, our investors should consider carefully how much weight or
importance should be attached to or placed on such facts or statistics.
Forward-looking statements contained in this Prospectus are subject to risks and
uncertainties.
This Prospectus contains forward-looking statements with respect to our business
strategies, operating efficiencies, competitive positions, growth opportunities for existing
operations, plans and objectives of management, certain pro forma information and other
matters. The words “aim,” “anticipate,” “believe,” “could,” “predict,” “potential,” “continue,”
“expect,” “intend,” “may,” “might,” “plan,” “seek,” “will,” “would,” “should” and the negative
of these terms and other similar expressions identify a number of these forward-looking
statements. These forward-looking statements, including those relating to our future business
prospects, capital expenditure, cash flows, working capital, liquidity and capital resources are
estimates reflecting the best judgment of our Directors and management and involve a number
of risks and uncertainties that could cause actual results to differ materially from those
suggested by the forward-looking statements. Consequently, these forward-looking
statements should be considered in light of various important factors, including those set out
in this section. Accordingly, such statements are not a guarantee of future performance and
investors should not place undue reliance on them. See “Forward-looking Statements” for
more details.
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In preparation of the Global Offering, we have sought the following waivers from strict
compliance with the relevant provisions of the Listing Rules and exemption from the
Companies (Winding Up and Miscellaneous Provisions) Ordinance.
MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rules 8.12 and 19A.15 of the Listing Rules, we must have a sufficient
management presence in Hong Kong. This normally means that at least two of our executive
Directors must be ordinarily resident in Hong Kong.
Since our principal business and operations are substantially located, managed and
conducted in the PRC through its PRC subsidiaries, our Directors consider that appointment
of additional executive Directors who will be ordinarily resident in Hong Kong would not be
beneficial to or appropriate for our Group. As none of our executive Directors are ordinarily
based in Hong Kong, we do not, and do not contemplate that we will in the foreseeable future,
have a sufficient management presence in Hong Kong for the purpose of satisfying the
requirements under Rules 8.12 and 19A.15 of the Listing Rules.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted, a waiver from strict compliance with the requirements under Rules 8.12 and 19A.15
of the Listing Rules. We will put in place the following measures in order to ensure that
regular communication is maintained between the Stock Exchange and our Company:
(a) we have appointed two authorized representatives pursuant to Rule 3.05 of the
Listing Rules, who will act as our principal channel of communication with the
Stock Exchange. The two authorized representatives are Mr. Xiao and Ms. Kwan
Sau In (ᗫӸѸ), one of our joint company secretaries. Mr. Xiao confirms that he
possesses valid travel documents and can readily travel to Hong Kong and Ms.
Kwan is ordinarily resident in Hong Kong. Each of the authorized representatives
will be available to meet with the Stock Exchange in Hong Kong within a
reasonable period of time upon the request of the Stock Exchange and will be
readily contactable by telephone and email. Each of the authorized representatives
is authorized to communicate on behalf of our Company with the Stock Exchange;
(b) all of our Directors have confirmed that they possess or can apply for and renew
valid travel documents to visit Hong Kong and would be able to meet with the Stock
Exchange within a reasonable period. Each of our Directors will be readily
contactable by telephone and email, and is authorized to communicate on behalf of
our Company with the Stock Exchange;
(c) each of our Directors has provided his/her respective contact details, including
office phone numbers, mobile phone numbers and/or email addresses, to the Stock
Exchange and the authorized representatives. The authorized representatives have
means to contact our Directors (including our independent non-executive
Directors) promptly at all times as and when the Stock Exchange wishes to contact
our Directors for any matters;
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(d) our Company has appointed Yue Xiu Capital Limited as our compliance advisor
pursuant to Rule 3A.19 of the Listing Rules who will have access at all times to the
authorized representatives, our Directors and other senior management of our
Company, and will act as an additional channel of communication with the Stock
Exchange for the period commencing on the date of the listing of our H Shares on
the Main Board and ending on the date when our Company distributes its annual
report for the first full financial year in accordance with Rule 13.46 of the Listing
Rules; and
(e) meetings between the Stock Exchange and our Directors can be arranged through
the authorized representatives or the compliance advisor of our Company or
directly with our Directors within a reasonable time frame. Our Company will
inform the Stock Exchange promptly in respect of any change in the authorized
representatives and/or the compliance advisor.
APPOINTMENT OF JOINT COMPANY SECRETARIES
Pursuant to Rule 8.17 of the Listing Rules, we must appoint a company secretary who
satisfies Rule 3.28 of the Listing Rules. According to Rule 3.28 of the Listing Rules, our
company secretary must be an individual who, by virtue of his or her academic or professional
qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of
discharging the functions of company secretary.
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 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 or she played;
(b) familiarity with the Listing Rules and other relevant laws and regulations including the
SFO, the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, and the Takeovers Code; (c) relevant training taken and/or to be taken in addition
to be the minimum requirement under Rule 3.29 of the Listing Rules; and (d) professional
qualifications in other jurisdictions.
We have appointed Mr. Zeng Yangqing ( ಀเ૶)( “ Mr. Zeng”) as one of our joint
company secretaries. Mr. Zeng joined our Group in March 2017 and currently holds the
positions of deputy general manager and secretary to the Board. He is primarily responsible
for Board affairs, corporate governance, capital management, investor relations and securities
affairs of our Group. Having regard to Mr. Zeng’s past experience in handling corporate
matters and his familiarity with our Group, we believe that the appointment of Mr. Zeng as our
company secretary would be beneficial for our Group. While Mr. Zeng does not possess the
requisite qualifications required by Rule 3.28 of the Listing Rules, our Company has
appointed Ms. Kwan, who is a Hong Kong resident and possesses relevant qualification, to be
a joint company secretary to assist Mr. Zeng in the compliance matters for the Listing as well
as other Hong Kong regulatory requirements for a period of three years commencing from the
Listing Date. For the biographies of our joint company secretaries, see “Directors and Senior
Management — Joint Company Secretaries” in this Prospectus. Over such three-year period,
we will implement measures to assist Mr. Zeng to satisfy the requisite qualifications as
prescribed in Rule 3.28 of the Listing Rules.
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Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted, a waiver from strict compliance with the requirements under Rules 8.17 and 3.28 of
the Listing Rules in relation to Mr. Zeng’s appointment as a joint company secretary pursuant
to Chapter 3.10 of the Guide on the following conditions:
(a) Mr. Zeng must be assisted by Ms. Kwan, who possesses the qualification and
experience as required under Rule 3.28 of the Listing Rules and is appointed as a
joint company secretary throughout the validity period of the waiver; and
(b) the waiver is valid for a period of three years from the Listing Date and will be
revoked immediately if and when Ms. Kwan ceases to provide such assistance or if
there are material breaches of the Listing Rules by our Company.
Before the end of the initial three-year period, we will evaluate the then experience of
Mr. Zeng in order to determine whether the requirements as stipulated in Rules 3.28 and 8.17
of the Listing Rules can be satisfied at the time and ongoing assistance would be needed. We
would then endeavor to demonstrate to the satisfaction of the Stock Exchange that Mr. Zeng,
having had the benefit of Ms. Kwan’s assistance for three years, would then have acquired the
“relevant experience” within the meaning of Rule 3.28 of the Listing Rules so that a further
waiver would not be necessary.
DISCLOSURE REQUIREMENTS IN RESPECT OF OUTSTANDING SHARE
OPTIONS
The Listing Rules and the Companies (Winding Up and Miscellaneous Provisions)
Ordinance prescribe certain disclosure requirements in relation to the share options granted
by our Company (the “Share Option Disclosure Requirements ”):
(a) Rule 17.02(1)(b) of the Listing Rules stipulates that all material terms of a scheme
must be clearly set out in this Prospectus. Our Company is also required to disclose
in this Prospectus full details of all outstanding options and their potential dilution
effect on the shareholdings upon Listing as well as the impact on the earnings per
Share arising from the issue of Shares in respect of such outstanding options;
(b) Paragraph 27 of Appendix D1A to the Listing Rules requires our Company to set
out in this Prospectus particulars of any capital of any member of our Group that is
under option, or agreed conditionally or unconditionally to be put under option,
including the consideration for which the option was or will be granted and the
price and duration of the option, and the name and address of the grantee; and
(c) Paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance requires our Company to disclose, amongst
others, details of the number, description and amount of any Shares in or
debentures of our Company which any person has, or is entitled to be given, an
option to subscribe for, together with the particulars of the option, that is to say, (i)
the period during which it is exercisable; (ii) the price to be paid for Shares or
debentures subscribed for under it; (iii) the consideration (if any) given or to be
given for it or for the right to it; and (iv) the names and addresses of the persons to
whom it or the right to it was given or, if given to existing Shareholders or
debenture holders as such, the relevant Shares or debentures must be specified in
the Prospectus.
Pursuant to paragraphs 6 to 7 of Chapter 3.6 of the Guide, the Stock Exchange would
normally grant waivers from disclosing the names and addresses of certain grantees if the
issuer could demonstrate that such disclosures would be irrelevant and unduly burdensome,
subject to certain conditions specified therein.
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As of the Latest Practicable Date, our Company had granted outstanding options under
the 2024 Share Option Incentive Plan to 284 grantees, to subscribe for an aggregate of
2,605,270 A Shares. The Shares underlying the granted options represent approximately
0.55% of the total number of Shares in our Company immediately after completion of the
Global Offering (assuming no other changes are made to the issued share capital of our
Company between the Latest Practicable Date and the Listing). As of the Latest Practicable
Date, among the granted options, 36,000 were held by one connected person, 356,000 were
held by nine grantees who have been granted options to subscribe for an aggregate number of
30,000 or more A Shares, which were outstanding as of the Latest Practicable Date, and
2,213,270 were held by grantees who were not (i) Directors, members of senior management
and connected persons of our Company, or (ii) other grantees who have been granted options
to subscribe for an aggregate number of 30,000 or more A Shares, which were outstanding as
of the Latest Practicable Date.
We have applied to (i) the Stock Exchange for a waiver from strict compliance with the
requirements under Rule 17.02(1)(b) and paragraph 27 of Appendix D1A to the Listing Rules;
and (ii) the SFC for a certificate of exemption from strict compliance with paragraph 10(d) of
Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance pursuant to section 342A of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance exempting our Company from strict compliance with paragraph 10(d)
of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, respectively, on the ground that strict compliance with the above requirements
would be unduly burdensome for our Company and the exemption would not prejudice the
interests of the investing public for the following reasons:
(a) given that 274 grantees (who are not (i) Directors, members of senior management
and connected persons of our Company, or (ii) other grantees who have been
granted options to subscribe for an aggregate number of 30,000 or more A Shares,
which were outstanding as of the Latest Practicable Date) are involved for the
granting of outstanding options, strict compliance with such disclosure
requirements in setting out full details of all the grantees under the 2024 Share
Option Incentive Plan in this Prospectus would be costly and unduly burdensome
for us in light of a significant increase in cost and timing for information
compilation and Prospectus preparation;
(b) the grant and exercise in full of the options under the 2024 Share Option Incentive
Plan will not cause any material adverse impact to the financial position of our
Group. The 274 grantees who are not (i) Directors, members of senior management
and connected persons of our Company, or (ii) other grantees who have been
granted options to subscribe for an aggregate number of 30,000 or more A Shares,
which were outstanding as of the Latest Practicable Date have been granted options
to acquire 2,213,270 A Shares. The 2,213,270 A Shares underlying the granted
options represent approximately 0.47% in our Company immediately after
completion of the Global Offering (assuming no other changes are made to the
issued share capital of our Company between the Latest Practicable Date and the
Listing), which is not material in the circumstances of our Company;
(c) there will not be any new H Shares issued under the 2024 Share Option Incentive
Plan as the foregoing plan is an A-share incentive scheme;
(d) non-compliance with the above disclosure requirements would not prevent us from
providing our potential investors with an informed assessment of the activities,
assets, liabilities, financial position, management and prospects of our Company;
and
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(e) material information relating to the Shares under the 2024 Share Option Incentive
Plan has been disclosed in this Prospectus to provide prospective investors with
sufficient information to make an informed assessment of the potential dilutive
effect and impact on earnings per Share of the options in making their investment
decision, and such information includes:
(i) a summary of the terms of the 2024 Share Option Incentive Plan;
(ii) the aggregate number of Shares subject to the options and the percentage to
our total issued share capital represented by such number of Shares;
(iii) the dilutive effect and the impact on earnings per Share upon full exercise of
the options immediately following completion of the Global Offering
(assuming no other changes are made to the issued share capital of our
Company between the Latest Practicable Date and the Listing);
(iv) full details of the options granted by our Company to (i) Directors, members
of senior management and connected persons of our Company (if any), and
(ii) other grantees who have been granted options to subscribe for an
aggregate number of 30,000 or more A Shares, which were outstanding as of
the Latest Practicable Date, on an individual basis, are disclosed in this
Prospectus, and such details include all the particulars required under Rule
17.02(1)(b) and paragraph 27 of Appendix D1A to the Listing Rules and
paragraph 10 of Part 1 of the Third Schedule to the Companies (Winding Up
and Miscellaneous Provisions) Ordinance;
(v) in respect of the options under the 2024 Share Option Incentive Plan granted
to remaining grantees (being the other grantees who are not (i) Directors,
members of senior management and connected persons of the Company, or (ii)
other grantees who have been granted options to subscribe for an aggregate
number of 30,000 or more A Shares, which were outstanding as of the Latest
Practicable Date), disclosure will be made, on an aggregate basis, including
(i) their aggregate number of grantees and number of Shares underlying the
options under the 2024 Share Option Incentive Plan; (ii) the consideration (if
any) paid for the grant of the options under the 2024 Share Option Incentive
Plan; and (iii) the exercise period of the options and the exercise price of the
options granted under the 2024 Share Option Incentive Plan; and
(vi) the particulars of the waiver and exemption granted by the Stock Exchange
and the SFC, respectively.
We have applied for, and the Stock Exchange has granted, a waiver from strict
compliance with the applicable Share Option Disclosure Requirements on the conditions that:
(a) on an individual basis, full details of the options under the 2024 Share Option
Incentive Plan granted by our Company to (i) each of our Directors, members of
senior management and connected persons of our Company (if any), and (ii) other
grantees who have been granted options to subscribe for an aggregate number of
30,000 or more A Shares, which were outstanding as of the Latest Practicable Date,
will be disclosed in the section headed “Appendix VI — Statutory and General
Information — Our Incentive Schemes” as required under Rule 17.02(1)(b) and
paragraph 27 of Appendix D1A to the Listing Rules, and paragraph 10 of Part I of
the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance;
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(b) in respect of the options under the 2024 Share Option Incentive Plan granted to
remaining grantees other than those referred to in sub-paragraph (a) above,
disclosure will be made, on an aggregate basis, for the remaining grantees who have
been granted options to subscribe for 1 to 29,999 A Shares, and for such lot of A
Shares, which were outstanding as of the Latest Practicable Date, the following
details are disclosed in this Prospectus: (i) their aggregate number of grantees and
number of Shares underlying the options under the 2024 Share Option Incentive
Plan; (ii) the consideration (if any) paid for the grant of the options under the 2024
Share Option Incentive Plan; and (iii) the exercise period of the options and the
exercise price of the options granted under the 2024 Share Option Incentive Plan;
(c) aggregate number of Shares underlying the options granted under the 2024 Share
Option Incentive Plan and the percentage to our total issued share capital
represented by such number of Shares as of the Latest Practicable Date;
(d) the dilutive effect and impact on earnings per Share upon the full exercise of the
options under the 2024 Share Option Incentive Plan will be disclosed in the section
headed “Appendix VI — Statutory and General Information — Our Incentive
Schemes”;
(e) a summary of the major terms of the 2024 Share Option Incentive Plan will be
disclosed in the section headed “Appendix VI — Statutory and General Information
— Our Incentive Schemes”;
(f) a full list of all the grantees (including the grantees referred to in part (a) above)
with outstanding options under the 2024 Share Option Incentive Plan containing all
the particulars as required under Rule 17.02(1)(b) and paragraph 27 of Appendix
D1A to the Listing Rules be made available for public inspection in accordance
with “Documents Delivered to the Registrar of Companies and Available on
Display — Document Available for Inspection” in Appendix VII to this Prospectus;
(g) the grant of a certificate of exemption under the Companies (Winding Up and
Miscellaneous Provisions) Ordinance from the SFC exempting our Company from
strict compliance with paragraph 10(d) of Part I of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance; and
(h) the particulars of the waiver will be disclosed in this Prospectus.
We have applied for, and the SFC has granted, a certificate of exemption under section
342A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance from strict
compliance with paragraph 10(d) of Part I of the Third Schedule to the Companies (Winding
Up and Miscellaneous Provisions) Ordinance on the conditions that:
(a) on an individual basis, full details of the options under the 2024 Share Option
Incentive Plan granted by our Company to (i) each of our Directors, members of
senior management and connected persons of our Company (if any), and (ii) other
grantees who have been granted options to subscribe for an aggregate number of
30,000 or more A Shares, which were outstanding as of the Latest Practicable Date,
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will be disclosed in the section headed “Appendix VI — Statutory and General
Information — Our Incentive Schemes” as required under paragraph 10 of Part I of
the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance;
(b) in respect of the options under the 2024 Share Option Incentive Plan granted to
remaining grantees other than those referred to in sub-paragraph (a) above,
disclosure is made, on an aggregate basis, for the remaining grantees who have
been granted options to subscribe for 1 to 29,999 A Shares which were outstanding
as of the Latest Practicable Date, and for such lot of A Shares, the following details
are disclosed in this Prospectus: (i) their aggregate number of grantees and number
of Shares underlying the options under the 2024 Share Option Incentive Plan; (ii)
the consideration (if any) paid for the grant of the options under the 2024 Share
Option Incentive Plan; and (iii) the exercise period of the options and the exercise
price of the options granted under the 2024 Share Option Incentive Plan;
(c) a full list of all the grantees (including the grantees referred to in part (a) above)
who have been granted options to subscribe for A Shares under the 2024 Share
Option Incentive Plan, containing all the details as required under paragraph 10 of
Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance be made available for public inspection in accordance with
“Documents Delivered to the Registrar of Companies and Available on Display —
Document Available for Inspection’’ in Appendix VII to this Prospectus; and
(d) the particulars of the exemption will be disclosed in this Prospectus which will be
issued on or before March 12, 2026.
W AIVER IN RELATION TO CONTINUING CONNECTED TRANSACTIONS
We have entered into, and are expected to continue, certain transactions with our
connected persons which will constitute partially exempt continuing connected transactions
of our Company under Chapter 14A of the Listing Rules upon Listing. Accordingly, we have
applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver from strict
compliance with certain requirements set out under Chapter 14A of the Listing Rules. For
further details, please refer to the section headed “Connected Transactions” in this
Prospectus.
CONSENT IN RESPECT OF CORNERSTONE INVESTMENT BY CONNECTED
CLIENTS
Paragraph 1C(1) of Appendix F1 to the Listing Rules provides that no allocations will be
permitted to “connected clients” of the overall coordinator(s), any syndicate member(s) (other
than the overall coordinator(s)) or any distributor(s) (other than syndicate member(s)),
without the prior written consent of the Stock Exchange.
Chapter 4.15 of the Guide for New Listing Applicants provides that the Stock Exchange
will ordinarily give its consent for allocation to connected clients if it is satisfied that: (i) the
allocation to a connected client represents genuine demand for securities of an applicant; and
(ii) the connected client has not taken and will not take advantage of its position to receive an
allocation for its own benefit at the expense of other placees or the public (i.e. no actual or
perceived preferential treatment has been given to such connected client).
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As further described in the section headed “Cornerstone Investors” in this Prospectus,
each of (1) CITIC Securities International Capital Management Limited (“ CSICM”),
(2) Value Partners Hong Kong Limited (“ VPHKL”) and Value Partners Limited (“ VPL”) and
(3) ICBC Wealth Management Co., Ltd. (“ ICBC Wealth”) has entered into cornerstone
investment agreements with the Company, the Joint Sponsors and Sponsor-Overall
Coordinators, to participate as cornerstone investors in the Global Offering to subscribe for
the Offer Shares to be issued by the Company under the International Offering.
We have applied to the Stock Exchange for a written consent under paragraph 1C(1) of
Appendix F1 to the Listing Rules to allow each of CSICM, VPHKL, VPL and ICBC Wealth to
subscribe for Offer Shares as a cornerstone investor.
CSICM and CITIC Securities Company Limited (“ CITICS”) will enter into
back-to-back total return swap transactions (the “ CITICS Back-to-back TRS ”), in
connection with a total return swap order (the “ CITICS Client TRS ”) placed by and fully
funded by an ultimate client (the “ Ultimate Client (Shanghai Greenwoods) ”), under which
terms and conditions the full economic return and loss of the Offer Shares placed to CSICM
will be ultimately borne by the Ultimate Client (Shanghai Greenwoods). CSICM will hold the
Offer Shares on a non-discretionary basis to hedge the CITICS Back-to-back TRS in
connection with the CITICS Client TRS order placed by the Ultimate Client (Shanghai
Greenwoods), and the full economic return and loss of the Offer Shares will be ultimately
borne by the Ultimate Clients (Shanghai Greenwoods) according to the terms and conditions
under the CITICS Back-to-back TRS and the CITICS Client TRS, subject to customary fees
and commissions. CSICM will not take part in any economic return or bear any economic loss
in relation to the Offer Shares.
CSICM is a wholly-owned subsidiary of CITICS, of which its shares are listed on the
Shanghai Stock Exchange (stock code: 600030) and the Hong Kong Stock Exchange (stock
code: 6030). Pursuant to paragraph 1B(7) of the Placing Guidelines, CSICM is considered as
a “connected client” of CLSA Limited, one of the Sponsor-Overall Coordinators, holding
securities on a non-discretionary basis on behalf of independent third parties. The Stock
Exchange has granted the requested written consent on the following basis and conditions, as
set out in paragraph 6 of Chapter 4.15 of the Guide for New Listing Applicants, that:
(a) each of the Overall Coordinators confirms that any Offer Shares to be allocated to
CSICM will be held on non-discretionary basis and on behalf of independent third
parties;
(b) the Company confirms that the cornerstone investment agreement of CSICM does
not contain any material terms which are more favourable to it than those in other
cornerstone investment agreements;
(c) each of the Company and the Overall Coordinators (including CLSA Limited as
one of the Sponsor-Overall Coordinators) confirms that no preferential treatment
has been, nor will be, given to CSICM by virtue of its relationship with CLSA
Limited, in any allocation of Offer Shares in the International Offering other than
the assured entitlement under the relevant cornerstone investment agreement
following the principles set out in Chapter 4.15 of the Guide for New Listing
Applicants;
(d) CSICM confirms that it has not received and will not receive any preferential
treatment in the Global Offering allocation as a cornerstone investor by virtue of its
relationship with CLSA Limited, other than the preferential treatment of assured
entitlement under the cornerstone investment;
(e) each of the Company, the Overall Coordinators (including CLSA Limited as one of
the Sponsor-Overall Coordinators) and CSICM has provided the Stock Exchange
with written confirmations in accordance with Chapter 4.15 of the Guide for New
Listing Applicants; and
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(f) each of the Overall Coordinators confirms that the identities of the Ultimate Clients
(Shanghai Greenwoods) (as defined under the section headed “ Cornerstone
Investors”) and details of the CITICS Back-to-back TRS and CITICS Client TRS
(as defined under the section headed “ Cornerstone Investors ”) are disclosed in
this Prospectus, and details of the cornerstone investment and the allocations are
disclosed in this Prospectus and will be disclosed in the allotment results
announcement.
GF Securities (Hong Kong) Brokerage (“ GF Securities”) is an indirect wholly-owned
subsidiary of GF Securities Co., Ltd.. Each of VPHKL and VPL is a wholly-owned subsidiary
of Value Partners Group Limited, a company listed on the Stock Exchange (stock code: 806)
(“Value Partners Group ”). Since GF Securities is interested in 20.04% of the issued share
capital of Value Partners Group, it renders each of VPHKL and VPL an associate of GF
Securities. Each of VPHKL and VPL is therefore a member of the same group of companies as
GF Securities, and considered a “connected client” of GF Securities pursuant to paragraph
1B(7) of the Placing Guidelines, holding securities on a discretionary basis on behalf of
independent third parties. The Stock Exchange has granted the requested written consent on
the following basis and conditions, as set out in paragraph 6 of Chapter 4.15 of the Guide for
New Listing Applicants, that:
(a) each of the Overall Coordinators confirms that any Offer Shares to be allocated to
each of VPHKL and VPL will be held on discretionary basis and on behalf of
independent third parties;
(b) the Company confirms that the cornerstone investment agreement of each of
VPHKL and VPL does not contain any material terms which are more favourable to
it than those in other cornerstone investment agreements;
(c) each of the Company and the Overall Coordinators (including GF Securities as one
of the Overall Coordinators) confirms that no preferential treatment has been, nor
will be, given to VPHKL and VPL by virtue of each of its relationship with GF
Securities, in any allocation of Offer Shares in the International Offering other than
the assured entitlement under the relevant cornerstone investment agreement
following the principles set out in Chapter 4.15 of the Guide for New Listing
Applicants;
(d) each of VPHKL and VPL confirms that it has not received and will not receive any
preferential treatment in the Global Offering allocation as a cornerstone investor by
virtue of its relationship with GF Securities, other than the preferential treatment of
assured entitlement under the cornerstone investment;
(e) each of the Company and the Overall Coordinators (including GF Securities as one
of the Overall Coordinators) confirms that GF Securities has not participated and
will not participate in the decision-making process or relevant discussions relating
to allocation of securities to each of VPHKL and VPL;
(f) each of the Company, the Overall Coordinators (including GF Securities as one of
the Overall Coordinators), VPHKL and VPL has provided the Stock Exchange with
written confirmations in accordance with Chapter 4.15 of the Guide for New
Listing Applicants; and
(g) each of the Overall Coordinators confirms that details of the cornerstone
investment and details of the allocation will be disclosed in this Prospectus and the
allotment results announcement.
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For the purpose of the cornerstone investment, ICBC Wealth has engaged GF Securities
Asset Management (Guangdong) Co., Ltd. (ʮ̡)( “ GF
Securities AM”), an asset manager that is qualified domestic institutional investor as
approved by the relevant PRC authority, in the name of ICBC(ASIA)LTD-ICBC LTD-GFAM
GYGGCL NO.1 AMA (QDII) (ഄଫ1ྌ (QDII)) and
ICBC(ASIA)LTD-ICBC LTD-GFAM GYGGCL NO.2 AMA (QDII) (ഄଫ
2ྌ (QDII)), to subscribe for and hold such Offer Shares on a
non-discretionary basis on behalf of ICBC Wealth (the “ ICBC QDII Arrangement ”).
GF Securities AM is a direct wholly-owned subsidiary of GF Securities Co., Ltd. (stock
code: 1776.HK) and GF Securities is an indirect wholly-owned subsidiary of GF Securities
Co., Ltd.. Each of GF Securities AM and GF Securities is a member of the same group of
companies. As a result, GF Securities AM is considered a “connected client” of GF Securities
pursuant to paragraph 1B(7) of the Placing Guidelines. The Stock Exchange has granted the
requested written consent on the following basis and conditions, as set out in paragraph 6 of
Chapter 4.15 of the Guide for New Listing Applicants, that:
(a) each of the Overall Coordinators confirms that the Offer Shares to be allocated to
GF Securities AM will be held on a non-discretionary basis on behalf of ICBC
Wealth, an independent third party;
(b) the Company confirms that the cornerstone investment agreement of ICBC Wealth
(through GF Securities AM as the asset manager) does not contain any material
terms which are more favourable to it than those in other cornerstone investment
agreements;
(c) each of the Company and the Overall Coordinators (including GF Securities as one
of the Overall Coordinators) confirms that no preferential treatment has been, nor
will be, given to ICBC Wealth (through GF Securities AM as the asset manager) by
virtue of their relationship with GF Securities, in any allocation of Offer Shares in
the International Offering other than the assured entitlement under the relevant
cornerstone investment agreement following the principles set out in Chapter 4.15
of the Guide for New Listing Applicants;
(d) GF Securities AM confirms that no preferential treatment has been, nor will be,
given to ICBC Wealth (through GF Securities AM as the asset manager) in the
Global Offering allocation as a cornerstone investor by virtue of their relationship
with GF Securities, other than the preferential treatment of assured entitlement
under the cornerstone investment;
(e) each of the Company, the Overall Coordinators (including GF Securities as one of
the Overall Coordinators) and GF Securities AM has provided the Stock Exchange
with written confirmations in accordance with Chapter 4.15 of the Guide for New
Listing Applicants; and
(f) details of the cornerstone investment (including the ICBC QDII Arrangement) and
details of the allocation will be disclosed in this Prospectus and the allotment
results announcement.
For further information about the proposed cornerstone investments by CSICM, VPHKL,
VPL and ICBC Wealth, please refer to the section headed “Cornerstone Investors” in this
Prospectus.
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ALLOCATION OF H SHARES TO EXISTING MINORITY SHAREHOLDERS AND
THEIR CLOSE ASSOCIATES
Rule 10.04 of the Listing Rules provides that a person who is an existing shareholder of
the issuer may only subscribe for or purchase any securities for which listing is sought which
are being marketed by or on behalf of a new applicant either in his or its own name or through
nominees if the following conditions in Rule 10.03 of the Listing Rules are fulfilled:
(i) no securities are offered to the existing shareholders on a preferential basis and no
preferential treatment is given to them in the allocation of the securities: and
(ii) the minimum prescribed percentage of public shareholders required by Rule
8.08(1) of the Listing Rules is achieved.
Paragraph 1C(2) of Appendix F1 to the Listing Rules provides that, without the prior
written consent of the Stock Exchange, no allocations will be permitted to directors or
existing shareholders of the applicant or their close associates, whether in their own names or
through nominees, unless the conditions set out in Rules 10.03 and 10.04 of the Listing Rules
are fulfilled.
Chapter 4.15 of the Guide provides that the Stock Exchange will consider granting a
waiver from Rule 10.04 of the Listing Rules and a consent, pursuant to paragraph 1C(2) of
Appendix F1 to the Listing Rules, to allow a listing applicant’s existing shareholders or their
close associates to participate in its initial public offering if any actual or perceived
preferential treatment arising from their ability to influence the listing applicant during the
allocation process can be addressed.
Our A Shares have been listed on the main board of the Shenzhen Stock Exchange (stock
code: 001389) since April 2, 2024. As such, our A Shares are widely held and actively traded.
We have applied to the Stock Exchange for, and the Stock Exchange has granted to us, a
waiver from strict compliance with the requirements under Rule 10.04 of, and consent under
Paragraph 1C(2) of Appendix F1 to, the Listing Rules to permit H Shares in the International
Offering to be placed to certain existing minority Shareholders who (i) hold less than 5% of
our Company’s voting rights prior to the completion of the Global Offering; and (ii) are not
and will not become (upon the completion of the Global Offering) core connected persons (as
defined in the Listing Rules) of our Company or the close associates of any such core
connected person (together, the “ Existing Minority Shareholders, ” and each an “Existing
Minority Shareholder ”) on the following conditions:
(i) the Joint Sponsors shall confirm to the Stock Exchange in writing that:
(a) each Existing Minority Shareholder to whom our Company may allocate the H
Shares in the International Offering holds less than 5% of our Company’s
voting rights prior to the completion of the Global Offering;
(b) each Existing Minority Shareholder is not, and will not be, a core connected
person of our Company or any close associate of any such core connected
person immediately prior to or following the Global Offering;
(c) none of the Existing Minority Shareholders has the right to appoint any
Directors and/or any other special rights;
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(d) allocation to the Existing Minority Shareholders and/or their close associates
will not affect our Company’s ability to satisfy the public float requirement as
prescribed under Rule 19A.13A(2) of the Listing Rules, and details of the
allocation to the Existing Minority Shareholders holding 1% or more of the
issued share capital of our Company immediately prior to the completion of
the Global Offering will be disclosed in this Prospectus and/or the allotment
results announcement, as the case may be;
(e) to the best of their knowledge and belief, they have no reason to believe that
any of the Existing Minority Shareholders received any preferential treatment,
or is in a position to exert influence on our Company to obtain actual or
perceived preferential treatment in the allocation either as a cornerstone
investor or as a placee by virtue of their relationship with our Company other
than the preferential treatment of assured entitlement under a cornerstone
investment following the principles set out in Chapter 4.15 of the Guide for
New Applicants;
(ii) our Company shall confirm to the Stock Exchange in writing that:
(a) in the case of participation as cornerstone investors, no preferential treatment
has been, nor will be, given to the Existing Minority Shareholders or their
close associates by virtue of their relationship with our Company, other than
the preferential treatment of assured entitlement under a cornerstone
investment following the principles set out in Chapter 4.15 of the Guide for
New Listing Applicants, nor is the Existing Minority Shareholder in a position
to exert influence on our Company to obtain actual or perceived preferential
treatment, and the Existing Minority Shareholders or their close associates’
cornerstone investment agreements do not contain any material terms which
are more favorable to the Existing Minority Shareholders or their close
associates than those in other cornerstone investment agreements; or
(b) in the case of participation as placees, no preferential treatment has been, nor
will be, given to the Existing Minority Shareholders or their close associates,
nor is the Existing Minority Shareholder in a position to exert influence on our
Company to obtain actual or perceived preferential treatment, by virtue of
their relationship with our Company in any allocation in the placing tranche;
and
(iii) in the case of participation as placees, the Overall Coordinators will confirm to the
Stock Exchange that, to the best of their knowledge and belief, no preferential
treatment has been, nor will be, given to the Existing Minority Shareholders or their
close associates by virtue of their relationship with our Company in any allocation
in the placing tranche.
W AIVER IN RELATION TO RULE 4.04(1) OF THE LISTING RULES AND
EXEMPTION FROM COMPLIANCE WITH PARAGRAPH 27 OF PART I AND
PARAGRAPH 31 OF PART II OF THE THIRD SCHEDULE TO THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
Pursuant to Rule 4.04(1) of the Listing Rules, the accountants’ report contained in this
prospectus must include, inter alia, the results of our Company in respect of each of the three
financial years immediately preceding the issue of this prospectus or such shorter period as
may be acceptable to the Stock Exchange.
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Pursuant to Rule 13.49(1) of the Listing Rules, issuers are required to publish
preliminary financial results not later than three months after the end of each financial year.
Pursuant to section 342(1)(b) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, a prospectus shall include the matters specified in Part I of the Third
Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance and set
out the reports specified in Part II of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
Pursuant to paragraph 27 of Part I of the Third Schedule to the Companies (Winding Up
and Miscellaneous Provisions) Ordinance, our Company is required to include in this
prospectus a statement as to the gross trading income or sales turnover (as the case may be) of
our Company during each of the three financial years immediately preceding the issue of this
prospectus as well as an explanation of the method used for the computation of such income or
turnover and a reasonable breakdown of the more important trading activities.
Pursuant to paragraph 31 of Part II of the Third Schedule to the Companies (Winding Up
and Miscellaneous Provisions) Ordinance, our Company is required to include in this
prospectus a report by the auditor of our Company with respect to profits and losses in respect
of each of the three financial years immediately preceding the issue of this prospectus and
assets and liabilities of our Company at the last date to which the financial statements of our
Company were prepared.
Pursuant to section 342A(1) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, the SFC may issue, subject to such conditions (if any) as the SFC
thinks fit, a certificate of exemption from compliance with the relevant requirements under the
Companies (Winding Up and Miscellaneous Provisions) Ordinance if, having regard to the
circumstances, the SFC considers that the exemption will not prejudice the interests of the
investing public and that compliance with any or all of such requirements would be irrelevant
or unduly burdensome or is otherwise unnecessary or inappropriate.
Appendix II to Chapter 1.1A of the Guide provides the conditions for granting a waiver
from strict compliance with Rule 4.04(1) of the Listing Rules as follows:
(a) the applicant must list on the Stock Exchange within three months after the latest
financial year end;
(b) the applicant must obtain a certificate of exemption from the SFC on compliance
with section 342(1)(b) of and paragraphs 27 and 31 of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance requirements;
and
(c) the prospectus must include the financial information for the latest financial year
and a commentary on the results for that financial year. The financial information to
be included in the prospectus must (i) follow the same content requirements as for
a preliminary results announcement under Rule 13.49 of the Listing Rules; and
(ii) be agreed with the reporting accountants following their review under Practice
Note 730 “Guidance for Auditors Regarding Preliminary Announcements of
Annual Results” issued by the Hong Kong Institute of Certified Public
Accountants.
Pursuant to the relevant requirements set out above, our Company is required to produce
three full years of audited accounts for the three years ended December 31, 2025. As such, an
application has been made to the Stock Exchange for a waiver from strict compliance with
Rule 4.04(1) of the Listing Rules, and such waiver has been granted by the Stock Exchange on
the conditions that:
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(a) this prospectus will be issued on or before March 12, 2026 and our Company’s H
Shares will be listed on or before March 31, 2026, i.e. within three months after the
latest financial year end;
(b) inclusion in this prospectus (i) the unaudited preliminary financial information of
our Group for the year ended December 31, 2025 and a commentary on the results
for the year, which has been agreed with the Reporting Accountants, following their
review under Practice Note 730 “Guidance for Auditors Regarding Preliminary
Announcements of Annual Results” issued by the Hong Kong Institute of Certified
Public Accountants, and such disclosure is no less than the content requirements for
a preliminary results announcement under Rule 13.49 of the Listing Rules (the
“Preliminary Financial Information and Commentary ”); and (ii) the
information regarding the recent development of our Group subsequent to the Track
Record Period and up to the Latest Practicable Date; and
(c) our Company obtains a certificate of exemption from the SFC on strict compliance
with paragraph 27 of Part I and paragraph 31 of Part II of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance.
An application has also been made to the SFC for a certificate of exemption from strict
compliance with the requirements under paragraph 27 of Part I and paragraph 31 of Part II of
the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance
and a certificate of exemption has been granted by the SFC under section 342A of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance on the conditions that
(i) the particulars of the exemption are set out in this prospectus and (ii) this prospectus will
be issued on or before March 12, 2026 and our Company’s H Shares will be listed on or before
March 31, 2026, i.e. within three months after the latest financial year end.
The applications to the Stock Exchange for a waiver from strict compliance with Rule
4.04(1) of the Listing Rules and to the SFC for a certificate of exemption from strict
compliance with the requirements under paragraph 27 of Part I and paragraph 31 of Part II of
the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance
have been made on the grounds, among others, that strict compliance with the above
requirements would be unduly burdensome and the waiver and exemption would not prejudice
the interests of the investing public as:
(a) there would not be sufficient time for our Company and the reporting accountants
of our Company to finalize the audited financial statements for the year ended
December 31, 2025 for inclusion in this prospectus. If the financial information for
the year ended December 31, 2025 is required to be audited, our Company and the
reporting accountants would have to carry out substantial volume of work to
prepare, update and finalize the Accountants’ Report and the prospectus, and the
relevant sections of the prospectus will need to be updated to cover such additional
period. This would involve additional time and costs since substantial work is
required to be carried out for audit purposes. It would be unduly burdensome for the
audited results for the year ended December 31, 2025 to be finalized in a short
period of time. Our Directors consider that the benefits of such work to the existing
and prospective Shareholders of our Company may not justify the additional work
and expenses involved and the delay of the Listing timetable;
(b) our Company has included in this prospectus (i) the Accountants’ Report covering
the three years ended December 31, 2024 and the nine months ended September 30,
2025; (ii) the Preliminary Financial Information and Commentary; and (iii) the
information regarding the recent development of our Group subsequent to the Track
Record Period and up to the Latest Practicable Date;
W AIVERS AND EXEMPTION
–6 9–


--- page 79 ---
(c) our Directors and the Joint Sponsors confirm, after performing sufficient due
diligence work up to the date of this prospectus, that there has been no material
adverse change to the financial and trading positions or prospects of the Group
since October 1, 2025 (immediately following the date of the latest audited
statement of financial position in the Accountants’ Report set out in Appendix I to
this prospectus) up to the date of this prospectus, and there has been no event since
October 1, 2025 which would materially affect the information contained in the
Accountants’ Report as set out in Appendix I to this prospectus, the financial
information section, the unaudited preliminary financial information of the Group
for the year ended December 31, 2025, as set out in Appendix IIB to this prospectus
and information regarding the Company’s recent development subsequent to the
Track Record Period and up to the date of this prospectus.
(d) our Company and the Joint Sponsors are of the view that the Accountants’ Report
covering the three years ended December 31, 2024 and the nine months ended
September 30, 2025, as set out in Appendix I to this prospectus, the unaudited pro
forma financial information as set out in Appendix IIA to this prospectus,
unaudited preliminary financial information for the year ended December 31, 2025
as set out in Appendix IIB to this prospectus, together with other disclosure in this
prospectus, has already provided the potential investors with adequate and
reasonably up-to-date information in the circumstances to form a view on the track
record of our Company. Our Directors confirm that all information which is
necessary for the investing public to make an informed assessment of the business,
assets and liabilities, financial position, management and prospects has been
included in this prospectus. Therefore, the waiver and the exemption would not
prejudice the interests of the investing public;
(d) our Company will not be in breach of its Articles of Association or laws and
regulations of the PRC or other regulatory requirements as a result of not
publishing its preliminary results announcement for the year ended December 31,
2025 in accordance with Rule 13.49(1) of the Listing Rules. Pursuant to the Note to
Rule 13.49(1) of the Listing Rules, our Company will publish an announcement
after Listing and no later than March 31, 2026 stating that the relevant financial
information has been included in this prospectus; and
(f) our Company will comply with the requirements under Rule 13.46 of the Listing
Rules in respect of the publication of our annual report. Our Company currently
expects to issue our annual report for the financial year ended December 31, 2025
on or before April 30, 2026. In this regard, our Directors consider that our
Shareholders, the investing public, as well as potential investors of our Company,
will be kept informed of the financial results of our Group for the financial year
ended December 31, 2025.
DISCLOSURE OF OFFER PRICE
Paragraph 15(2)(c) of Appendix D1A to the Listing Rules provides that the issue price or
offer price of each security must be disclosed in the prospectus. Pursuant to Paragraph 12 of
Chapter 4.14 of the Guide, the Stock Exchange also allows an indicative offer price range to
be included in the prospectus, as an alternative to the disclosure of a fixed offer price.
W AIVERS AND EXEMPTION
–7 0–


--- page 80 ---
We have applied to the Stock Exchange a waiver from strict compliance with paragraph
15(2)(c) of Appendix D1A to the Listing Rules so that the Company will only disclose the
maximum Offer Price in the Prospectus on the below basis:
(a) The Offer Price will be determined with reference to, among other factors, the
closing price of the Company’s A Shares on the Shenzhen Stock Exchange on the
last trading day on or before the Price Determination Date. Our Company is unable
to control the trading price of our A Shares on the Shenzhen Stock Exchange;
(b) Setting a fixed offer price or an offer price range with a low-end may adversely
affect our ability to price our H Shares in the best interests of our Shareholders and
the market price of the A Shares and the Hong Kong Offer Shares;
(c) Pursuant to paragraphs 9 and 10(b) of the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance, the amount payable on
application and allotment on each share, and the price to be paid for shares
subscribed for, shall be specified in the Prospectus, respectively. Disclosure of a
maximum offer price complies with the requirements prescribed under paragraphs
9 and 10(b) of Part A the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance by providing a clear indication of the
maximum subscription consideration a potential investor shall pay for the Offer
Shares; and
(d) A maximum Offer Price will be disclosed in this prospectus. This alternative
disclosure approach would not prejudice the interests of the investing public in
Hong Kong.
The Stock Exchange has granted to us a waiver from strict compliance with paragraph
15(2)(c) of Appendix D1A to the Listing Rules on the conditions that (1) in no circumstances
will we set the Offer Price for the Hong Kong Offer Shares be greater than the maximum Offer
Price as stated in the Prospectus; and (2) the Prospectus will disclose:
(a) the maximum Offer Price;
(b) the time for the determination of the Offer Price and the form of its publication;
(c) the historical prices of the Company’s A Shares and trading volume on the
Shenzhen Stock Exchange during the Track Record Period and up to the Latest
Practicable Date;
(d) the determinants of the final Offer Price; and
(e) the source for investors to access the latest market price of the Company’s A
Shares.
See “Structure of the Global Offering — Pricing and Allocation” in this prospectus for
the historical prices of our A Shares and trading volume on the Shenzhen Stock Exchange.
W AIVERS AND EXEMPTION
–7 1–


--- page 81 ---
DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This Prospectus, for which our Directors collectively and individually accept full
responsibility, includes particulars given in compliance with the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing)
Rules (Chapter 571V of the Laws of Hong Kong) and the Listing Rules for the purpose of
giving information with regard to us. Our Directors, having made all reasonable inquiries,
confirm that to the best of their knowledge and belief the information contained in this
Prospectus is accurate and complete in all material respects and not misleading or deceptive,
and there are no other matters the omission of which would make any statement herein or this
Prospectus misleading.
CSRC FILING
The CSRC issued a notification on January 16, 2026 confirming our completion of the
filing procedures for the Listing and the Global Offering. In issuing such notification, the
CSRC accepts no responsibility for our financial soundness or the accuracy of any of the
statements made or opinions expressed in this Prospectus.
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 sets out the terms and conditions of the Hong Kong Public Offering.
The Hong Kong Offer Shares are offered solely on the basis of the information contained
and representations made in this Prospectus and on the terms and subject to the conditions set
out herein. No person is authorized to give any information in connection with the Global
Offering or to make any representation not contained in this Prospectus, and any information
or representation not contained herein must not be relied upon as having been authorized by
our Company, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the
Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers, the
Underwriters, any of their respective directors, agents, employees or advisors or any other
party involved in the Global Offering.
The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by
the Overall Coordinators. 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 our Company and Sponsor-Overall Coordinators (for themselves
and on behalf of other Overall Coordinators and the Underwriters) agreeing on the Offer
Price. The International Offering is expected to be fully underwritten by the International
Underwriters subject to the terms and conditions of the International Underwriting
Agreement, which is expected to be entered into on or around the Price Determination Date.
If, for any reason, the Offer Price is not agreed among our Company and the
Sponsor-Overall Coordinators (for themselves and on behalf of the Overall Coordinators and
the Underwriters), the Global Offering will not proceed and will lapse. For full information
about the Underwriters and the underwriting arrangements, see “Underwriting” in this
Prospectus.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–7 2–


--- page 82 ---
Neither the delivery of this Prospectus nor any offering, sale or delivery made in
connection with the H Shares should, under any circumstances, constitute a representation
that there has been no change or development reasonably likely to involve a change in our
affairs since the date of this Prospectus or imply that the information contained in this
Prospectus is correct as of any date subsequent to the date of this Prospectus.
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” in this Prospectus.
RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public
Offering will be required to, or be deemed by his or her acquisition of Hong Kong Offer
Shares to, confirm that he or she is aware of the restrictions on the offer and sales of the Hong
Kong Offer Shares described in this Prospectus.
No action has been taken to permit a public offering of the Offer Shares or the general
distribution of this Prospectus in any jurisdiction other than in Hong Kong. Accordingly, this
Prospectus may not be used for the purposes of, and does not constitute, an offer or invitation
in any jurisdiction or in any circumstances in which such an offer or invitation is not
authorized or to any person to whom it is unlawful to make such an offer or invitation. The
distribution of this Prospectus and the offering of the Offer Shares in other jurisdictions are
subject to restrictions and may not be made except as permitted under the applicable securities
laws of such jurisdictions and pursuant to registration with or authorization by the relevant
securities regulatory authorities or an exemption therefrom.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Listing Committee for the listing of, and permission to deal in,
the H Shares to be issued pursuant to the Global Offering. Dealings in the H Shares on the
Stock Exchange are expected to commence on Friday, March 20, 2026. Other than our A
Shares, which are currently listed on and dealt in on the Shenzhen Stock Exchange, no part of
our equity or debt securities is listed on or dealt in on any other stock exchange and no such
listing or permission to list is being or proposed to be sought in the near future.
Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, any allotment made in respect of any application will be invalid if the listing of,
and permission to deal in, the H Shares on the Stock Exchange is refused before the expiration
of three weeks from the date of the closing of the application lists, or such longer period (not
exceeding six weeks) as may, within the said three weeks, be notified to our Company by or on
behalf of the Stock Exchange.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
If the Stock Exchange grants 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
business day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and HKSCC
Operational Procedures in effect from time to time.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–7 3–


--- page 83 ---
Investors should seek the advice of their stockbroker or other professional advisors 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.
H SHARE REGISTER OF MEMBERS AND STAMP DUTY
All Offer Shares issued pursuant to applications made in the Global Offering will be
registered on our H Share register of members to be maintained by our H Share Registrar,
Tricor Investor Services Limited, in Hong Kong. Our principal register of members will be
maintained by us at our headquarters in China.
Dealings in the H Shares registered in our H Share register of members will be subject to
Hong Kong stamp duty. For further details of Hong Kong stamp duty, please seek professional
tax advice.
PROFESSIONAL TAX ADVICE RECOMMENDED
You should consult your professional advisors if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding or disposing of, or dealing in, the H
Shares or exercising any rights attaching to the H Shares. We emphasize that none of our
Company, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the
Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers, the
Underwriters, any of our or their respective directors, officers or representatives or any other
person involved in the Global Offering accepts responsibility for any tax effects or liabilities
resulting from your subscription, purchase, holding or disposing of, or dealing in, the H
Shares or your exercise of any rights attaching to the H Shares.
EXCHANGE RATE CONVERSION
Unless otherwise specified, amounts denominated in Renminbi or U.S. dollars have been
translated, for the purpose of illustration only, into Hong Kong dollars in this Prospectus at the
following exchange rates: RMB0.88327: HK$1.00 and US$1.00: HK$7.8218.
No representation is made that any amounts in Renminbi or U.S. dollars were or could
have been or could be converted into Hong Kong dollars at such rates or any other exchange
rates on such date or any other date.
ROUNDING
Certain amounts and percentage figures included in this Prospectus have been subject to
rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures preceding them.
LANGUAGE
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 this Prospectus in both the Chinese and English languages.
In the event of inconsistency, the Chinese versions shall prevail. English translations of
company names and other terms from the Chinese language are provided for identification
purposes only.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–7 4–


--- page 84 ---
DIRECTORS
Name Address Nationality
Executive Directors
Mr. Xiao Hongxing
(݋ߎ)
1 of No. 2, Lane 7, Xintian East Road
Daojiao Town
Dongguan City
Guangdong Province
PRC
Chinese
Ms. Zeng Hong (ߎRoom 105, Block C, Building 11
255 Guantai Avenue, Nancheng District
Dongguan City
Guangdong Province
PRC
Chinese
Mr. Peng Jinghui
(ుᗝሾ)
Xiagang Street Public Collective Household
1 Dongyuan 3rd Street, Huangpu District
Guangzhou
PRC
Chinese
Non-executive Director
Ms. Liu Jinchan
(ᄎᎀᄬ)
1 of No.1, Lane 7, Xintian East Road
Daojiao Town
Dongguan City
Guangdong Province
PRC
Chinese
Independent non-executive Directors
Ms. Chen Limei
(௓ᘆૠ)
Room 2102, 30 Zhunan Street
Dongshan District
Guangzhou
Guangdong Province
PRC
Chinese
Ms. Li Ying (ҽᆦ) Room 404, Building 4
139 Zhongshan Avenue West, Tianhe District
Guangzhou
PRC
Chinese
Dr. Shi Ling (ࡗ݄Room B, 10/F, Block 6
Senior Staff Quarters
HKUST
Clear Water Bay
Hong Kong
Chinese
(Hong Kong)
Further information about our Directors are set out in “Directors and Senior
Management” in this Prospectus.
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–7 5–


--- page 85 ---
PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors CITIC Securities (Hong Kong) Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
HSBC Corporate Finance (Hong Kong) Limited
1 Queen’s Road Central
Hong Kong
Sponsor-Overall Coordinators,
Overall Coordinators,
Joint Global Coordinators,
Joint Bookrunners,
Joint Lead Managers and
Capital Market
Intermediaries
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
The Hongkong and Shanghai Banking
Corporation Limited
1 Queen’s Road Central
Hong Kong
Overall Coordinators,
Joint Global Coordinators,
Joint Bookrunners,
Joint Lead Managers and
Capital Market
Intermediaries
(in alphabetical order)
GF Securities (Hong Kong) Brokerage Limited
27/F, GF Tower
81 Lockhart Road
Wan Chai
Hong Kong
Huatai Financial Holdings (Hong Kong) Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
Joint Global Coordinator,
Joint Bookrunner,
Joint Lead Manager and
Capital Market
Intermediary
Guolian Securities International Capital Co.,
Limited
Unit 2103-4, Li Po Chun Chambers
189 Des V oeux Road Central
Sheung Wan
Hong Kong
Legal Advisors to our Company As to Hong Kong and U.S. laws:
Paul Hastings (Hong Kong) LLP
22/F, Bank of China Tower
1 Garden Road
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–7 6–


--- page 86 ---
As to PRC law:
AllBright Law Offices
21, 22, 23/F, Excellence Century Centre
Fu Hua 3 Road
Futian District
Shenzhen
PRC
As to the laws of Thailand:
Starry Law Firm (Thailand) Co., Ltd.
77/114
27 Floor Sinn Sathon
Krung Thon Buri Road
Khlong Ton Sai, Khlong San
Bangkok 10600
Thailand
Legal Advisors to
the Joint Sponsors and
the Underwriters
As to Hong Kong and U.S. laws:
Sullivan & Cromwell (Hong Kong) LLP
20/F, Alexandra House
18 Chater Road
Central
Hong Kong
As to PRC law:
Jia Yuan Law Offices
F408, Ocean Plaza
158 Fuxing Men Nei Avenue
Xicheng District
Beijing
PRC
Auditor and Reporting
Accountants
Ernst & Young
Certified Public Accountants
Registered Public Interest Entity Auditor
27/F, One Taikoo Place
979 King’s Road
Quarry Bay
Hong Kong
Industry Consultant Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.
Room 2504, Wheelock Square
No. 1717, West Nanjing Road
Jing’an District, Shanghai
PRC
Receiving Bank DBS Bank (Hong Kong) Limited
16/F, The Center
99 Queen’s Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–7 7–


--- page 87 ---
Registered Office No.22
Baoying South Road
Bonded Zone, Guangzhou
PRC
Headquarters and Principal
Place of Business in the PRC
No.22
Baoying South Road
Bonded Zone, Guangzhou
PRC
Place of Business in Hong Kong Room 1928, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Company’s Website www.delton.com.cn
(The information on the website does not form part of
this Prospectus)
Joint Company Secretaries Mr. Zeng Yangqing ( ಀเ૶)
No.22
Baoying South Road
Bonded Zone, Guangzhou
PRC
Ms. Kwan Sau In (ᗫӸѸ)
Room 1928, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Authorized Representatives Mr. Xiao Hongxing (݋ߎ)
1 of No. 2, Lane 7, Xintian East Road
Daojiao Town
Dongguan City
Guangdong Province
PRC
Ms. Kwan Sau In (ᗫӸѸ)
Room 1928, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
CORPORATE INFORMATION
–7 8–


--- page 88 ---
Audit Committee Ms. Chen Limei (௓ᘆૠ) (Chairperson)
Ms. Li Ying (ҽᆦ)
Ms. Liu Jinchan (ᄎᎀᄬ)
Remuneration and
Appraisal Committee
Ms. Chen Limei (௓ᘆૠ) (Chairperson)
Ms. Li Ying (ҽᆦ)
Ms. Zeng Hong (ߎ)
Nomination Committee Ms. Li Ying (ҽᆦ) (Chairperson)
Ms. Chen Limei (௓ᘆૠ)
Mr. Xiao Hongxing (݋ߎ)
Strategy and ESG Committee Mr. Xiao Hongxing (݋ߎ)Chairperson)
Ms. Zeng Hong (ߎ)
Ms. Li Ying (ҽᆦ)
H Share Registrar Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Compliance Advisor Yue Xiu Capital Limited
Rooms Nos. 4917–4937
49/F, Sun Hung Kai Centre
No. 30 Harbour Road
Wanchai, Hong Kong
Principal Banks China Merchants Bank Co., Ltd.
Guangzhou Branch Development
District Sub-branch
286 Kexue Avenue, Kexuecheng
Huangpu District
Guangzhou
PRC
HSBC Bank (China) Company Limited
28/F, Taikoo Hui Tower 2
381 Tianhe Road, Tianhe District
Guangzhou
PRC
CORPORATE INFORMATION
–7 9–


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The information and statistics set out in this section and other sections of this
Prospectus were extracted from the Frost & Sullivan Report prepared by Frost & Sullivan,
which was commissioned by us, and from various official government publications and
other publicly available publications. We engaged Frost & Sullivan to prepare the Frost &
Sullivan Report, an independent industry report, in connection with the Global Offering.
The information from official government sources has not been independently verified by
us, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Underwriters, any of their respective
directors and advisers or any other persons or parties involved in the Global Offering,
and no representation is given as to its accuracy.
SOURCE OF INFORMATION
We commissioned Frost & Sullivan, an independent market research consulting firm
which is principally engaged in the provision of market research consultancy services, to
conduct a detailed analysis of the global PCB industry. During the preparation of the Frost &
Sullivan Report, Frost & Sullivan performed both primary and secondary research, and
obtained knowledge, statistics, information and industry insights on the trends of the global
PCB industry. Primary research involved discussing the status of the industry with leading
industry participants and experts. Secondary research involved reviewing annual reports of
companies, independent research reports and Frost & Sullivan’s proprietary database. The
Frost & Sullivan Report was compiled based on the following assumptions: (i) China’s social,
economic and political environment is likely to remain stable in the forecast period; and
(ii) the related industry key drivers are likely to drive the market in the forecast period.
Frost & Sullivan is an independent global consulting firm, which was founded in New
York in 1961. It offers industry research and market strategies, and provides growth
consulting and corporate training. We have been contracted to pay a fee of RMB0.5 million to
Frost & Sullivan in connection with the preparation of the Frost & Sullivan Report. We have
extracted certain information from the Frost & Sullivan Report in this section, as well as in the
sections headed “Summary,” “Risk Factors,” “Business,” “Financial Information” and
elsewhere in this document to provide our potential investors with a more comprehensive
presentation of the industry in which we operate.
Except as otherwise noted, all of the data and forecasts contained in this section are
derived from the Frost & Sullivan Report. Our Directors confirm that after taking reasonable
care, there has been no adverse change in the market information since the date of the report
prepared by Frost & Sullivan which may qualify, contradict or have an impact on the
information set forth in this section in any material respect.
OVERVIEW OF PRINTED CIRCUIT BOARD INDUSTRY
Definition and Classification of PCB Industry
Classification by Product Type
PCBs are circuit boards with predefined conductive pathways formed on insulating
substrates, serving as foundational components that carry and interconnect electronic
components in devices, often referred to as the “mother of electronic products.”
INDUSTRY OVERVIEW
–8 0–


--- page 90 ---
PCB can be categorized into (i) multilayer PCBs, categorized by layer count into
low-layer-count PCB (single- or double-sided), mid-low-layer-count PCB (four to six layers),
and high-layer-count PCB (eight layers and above), (ii) HDI PCBs, utilizing blind/buried vias
to maximize wiring density, enabling higher component integration in compact spaces while
reducing signal interference and loss, (iii) Flex PCBs, fabricated from flex substrates or
hybrid rigid-flex materials, which offer lightweight, bendable designs that optimize space
utilization, (iv) IC Substrates, evolved from HDI technology and feature higher precision and
more complex structures, which apply to packaging and fixing of integrated circuits such as
processor chips, memory chips, MEMS devices, and RF modules.
Classification by Downstream Applications
Different application scenarios impose varying requirements on material selection, layer
design, and process standards. Downstream applications can be broadly categorized into (i)
computing application, primarily including those designed for high performance servers and
datacenter switches. These PCBs typically have high layer counts and use high speed
materials, which are critical for meeting stringent requirements for signal integrity and
thermal management in CPUs, GPUs, and storage devices, thereby ensuring stability and
efficiency of servers under heavy workloads. Due to the complexity of these technical
requirements, computing application PCBs generally carry high added value, (ii) industrial
application, primarily including those designed for wired and wireless infrastructure,
automotive electronics, industrial control, medical devices and aerospace. These applications
emphasize high reliability and environmental adaptability and (iii) consumer application,
primarily including those designed for smartphones, computers, wearable devices, home
applications and others. As consumer electronics evolve toward thinner profiles,
miniaturization, diversification, and enhanced performance, demand for HDI PCBs and flex
PCBs continues to grow.
Market Size of Global PCB Industry
In terms of sales revenue, the global PCB market has shown steady growth, expanding
from US$62.0 billion in 2020 to US$75.0 billion in 2024, with a CAGR of 4.9% during this
period. Moving forward, driven by global macroeconomic recovery and emerging applications
such as datacenters, AI, autonomous driving, and AR/VR, the global PCB market is expected
to maintain stable growth from 2024 to 2029, with a CAGR of 4.5%. In 2023, the global PCB
market experienced an overall decline, primarily attributed to multiple impacts, including
contraction in consumer electronics demand, inventory accumulation, and declining average
selling prices. This was particularly driven by weak demand for traditional consumer
electronics such as PCs, smartphones, and televisions, where the consumer electronics sector
serves as the primary end-use application for PCB products.
Breakdown by Products
From product perspective, multilayer PCBs hold the highest share in the global PCB
market. In 2024, the market size of global multilayer PCBs reached US$36.7 billion,
accounting for 48.9% of the total market. With rising global demand for computing power,
high-layer-count multilayer PCBs and HDI PCBs are expected to become the optimal
solutions for modern servers’ complex computational needs due to their advantages in high
density interconnect, high performance data transmission, superior heat dissipation,
reliability, and stability. The market size of multilayer PCBs and HDI PCBs is projected to
reach US$43.6 billion and US$16.9 billion, respectively, by 2029, with CAGRs of 3.5% and
5.7% from 2024 to 2029.
INDUSTRY OVERVIEW
–8 1–


--- page 91 ---
Total Revenue of PCB Market (by product), Global, 2020-2029E
31.0 38.6 39.9 36.0 36.7 37.7 39.1 41.1 43.0 43.6 4.3% 3.5%
9.4 11.3 12.1 11.1 12.8 13.7 14.4 15.4 16.4 16.9 8.0% 5.7%
11.9 13.4 14.3 12.8 12.8 12.8 13.4 14.3 15.1 15.5 1.8% 3.9%
9.7 13.6 17.9 13.1 12.9 13.6 14.5 15.8 17.0 17.8 7.3% 6.7%
Total 62.0 76.9 84.2 73.0 75.0 77. 8 81.4 86.5 91.5 93.7 4.9% 4.5%
0
20
40
60
80
100
US$ Billion
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
62.0
76.9
84.2
73.0 75.0 77.8 81.4 86.5 91.5 93.7
CAGR
(2020-
2024)
CAGR
(2024-
2029E)
Multila yer
HDI
Flex
IC Substrates
Source: Frost & Sullivan
Within the multilayer PCBs market, boards with different layer counts exhibit significant
differences in technology and applications. In 2024, the revenue of multilayer PCBs with six
and below layers reached US$24.2 billion, accounting for approximately 65.9% of the total
revenue of multilayer PCBs. Multilayer PCBs with eight to 16 layers are primarily employed
in communication equipment, high performance servers, and high-end automotive electronics,
with revenue reached US$10.0 billion in 2024, representing 27.4% of the total revenue of
multilayer PCBs. Multilayer PCBs with 18 and above layers are currently in the technological
development phase and are mainly used in emerging fields such as AI servers and high speed
network communication. The revenue of multilayer PCBs with 18 and above layers reached
US$2.5 billion in 2024 and is projected to grow to US$5.0 billion by 2029, achieving a CAGR
of 15.0% during this period, making it the fastest-growing market segment.
With the growing emphasis on signal integrity and thermal performance in applications
such as artificial intelligence, high-performance computing, advanced communication
systems, and intelligent driving, demand for MLPCBs with 14 layers or more is accelerating.
By enabling denser wiring and supporting more sophisticated circuit configurations, these
boards make it possible to deliver increasingly complex functions within constrained physical
dimensions. In terms of sales revenue, the global market size of high-layer-count MLPCB
with 14 layers and above has grown from US$3.9 billion in 2020 to US$5.6 billion by 2024,
with a CAGR of 9.5% from 2020 to 2024, and is expected to reach US$9.7 billion by 2029,
with a CAGR of 11.6% from 2024 to 2029.
Breakdown by Downstream Applications
Overall, the global markets for computing application PCBs, industrial application
PCBs, and consumer application PCBs all demonstrated growth trends from 2020 to 2029.
Within this landscape, the 2023 contraction in the global computing application PCB market
resulted from decreasing demand for general-purpose servers, while future growth will be
primarily driven by rapid expansion of the AI server market and rising demand for advanced
products such as high-layer-count PCBs and HDI PCBs. During 2023 to 2024, the global
industrial application PCB market experienced mild contraction due to decelerated
infrastructure investment (both wired and wireless) and weakened industrial control demand;
however, steady increase is projected going forward, fueled by new energy vehicles,
next-generation communication technologies, and industrial intelligence initiatives.
Concurrently, the global consumer application PCB market faced pressure from decreasing
demand for traditional devices including PCs, smartphones, and televisions throughout 2023
to 2025, yet accelerating adoption of AI phones, AI PCs, and AR/VR devices will stimulate
end-market recovery, consequently boosting demand for consumer application PCBs.
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Total Revenue of PCB Market (by downstream application), Global, 2020-2029E
6.4 8.3 11.3 9.9 12.5 15.4 16.7 18.3 19.9 21.0 18.2 % 10.9%
18.9 23.8 27.7 26.1 25.9 26.0 27.1 28.7 30.2 30.8 8.1 % 3.5%
36.6 44.7 45.2 37.0 36.7 36.3 37.6 39.5 41.4 41.9 0.0 % 2.7%
Total 62.0 76.9 84.2 73.0 75.0 77.8 81.4 86.5 91.5 93.7 4.9% 4.5%
20
40
60
80
100
30
50
70
90
0
10
US$ Billion
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E
77.8 81.4
86.5
91.5 93.7
62.0
76.9
84.2
73.0 75.0
2029E
CAGR
(2020-
2024)
CAGR
(2024-
2029E)
Computing Application PCBs
Industrial Application P CBs
Consumer Application PCBs
Source: Frost & Sullivan
Breakdown by Region
From regional perspectives, China dominated the global PCB market with 56.0% share
in 2024, followed by Japan at 7.9%, the Americas at 4.7%, and Europe at 2.2%.
Simultaneously, in the global multilayer PCB market, China also held the largest share at
67.6% in 2024, with subsequent positions held by the Americas at 7.5%, Japan at 5.6%, and
Europe at 3.1%.
Market Size of China PCB Industry
In terms of sales revenue, the China’s PCB market expanded from US$33.3 billion in
2020 to US$42.0 billion in 2024, with a CAGR of 6.0% during this period. Moving forward,
the China’s PCB market is expected to reach US$50.3 billion in 2029, with a CAGR of 3.7%
from 2024. In 2024, by downstream application, computing application PCBs accounted for
10.9% of China’s PCB market, industrial application PCBs for 43.9%, and consumer
application PCBs for 45.2%. By product type, multilayer PCBs dominated China’s PCB
market at 58.9%, followed by HDI PCBs at 19.0%, flex PCBs at 14.5%, and IC substrates at
7.5%. Further segmented by destination, China’s PCB exports represented 48.0% of the
market in 2024, with domestic consumption comprising the remaining 52.0%.
Market Drivers of Global PCB Industry
Demand-Side Drivers. The global PCB industry continues to experience growing
demand, driven by the diversification of downstream applications and the adoption of
emerging technologies. Rapid advancements in sectors such as telecommunications (5G/6G),
datacenters, artificial intelligence, IoT, and automotive electronics (smart driving,
electrification) are fueling the need for high performance, high density PCBs. Additionally,
expansions in industrial automation and medical electronics provide long-term growth
momentum for the PCB industry.
Product and Technology Innovation. Technological evolution remains a core driver of
the PCB industry. Rising demand for advanced products like high-layer-count PCBs, HDI
PCBs, flex boards, and IC substrates caters to requirements for high performance computing
and advanced packaging. Breakthroughs in new materials and cutting-edge manufacturing
processes further propel industry upgrades, enhancing the competitiveness of PCB
manufacturers.
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F avorable Policy Support. Governments worldwide recognize PCB as a critical
component of electronics manufacturing and are driving industry growth through funding, tax
incentives, and supply chain integration. For example, in U.S., the use of the Defense
Production Act (DPA) to allocate $50 million aims to support the U.S. PCB and advanced chip
packaging industries. The European Union approved the European Chips Act with a €43
billion plan for strengthening the EU’s semiconductor ecosystem, which will also support the
development of the IC substrate industry. China’s Recommendation of the Central Committee
of the Communist Party of China for Formulating the 15th Five-Year Plan for National
Economic and Social Development emphasizes accelerating innovation in digital and
intelligent technologies such as artificial intelligence by advancing foundational theories and
core technologies, and strengthening the efficient supply of computing power, algorithms, and
data. At the same time, it promotes the rapid development of strategic emerging industrial
clusters, including new energy, new materials, aerospace, and the low-altitude economy. This
directly drives demand growth for PCBs as core electronic components and pushes for
high-end technological breakthroughs in China’s PCB industry. Given China’s core position
in the global PCB industry chain, its industrial upgrade will further drive the sustained
development of the global PCB sector.
GLOBAL HIGH PERFORMANCE SERVER PCB INDUSTRY OVERVIEW
Background of Global Computing Power Industry
Market Size of High Performance Server
In datacenters, high performance servers undertake core computing tasks and are
specifically designed for compute-intensive tasks, with their core function being the efficient
processing of large-scale data, complex algorithms, and compute-intensive operations.
Based on differences in hardware architecture, task scenarios, and performance
requirements, high performance servers can be further categorized into AI servers and
general-purpose servers. General-purpose servers, built on multi-core CPUs, support basic
data processing and are typically used for routine computing. AI servers leverage
heterogeneous architectures (e.g., CPU+GPU/TPU) to accelerate intelligent tasks such as
machine learning and model training, handling massive datasets and complex algorithms for
AI-specific computations.
High Performance Server Shipments (by unit), Global, 2020-2029E
0.5 0.7 1.0 1.4 2.0 2.5 3.1 3.7 4.4 5.4 45.2 % 21.7%
13.1 14.3 15.2 14.3 14.0 13.8 13.8 13.7 13.6 13.4 1.6 % -0.9%
Total 13.6 15.0 16.2 15.6 16.0 16.3 16.8 17.4 18.1 18.8 4.2% 3.2%
0
5
10
15
20
Million
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
13.6
15.0
16.2 15.6 16.0 16.3 16.8 17.4 18.1 18.8
CAGR
(2020-
2024)
CAGR
(2024-
2029E)
AI Server
General-purpose Server
Source: Frost & Sullivan
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Market Size Breakdown by Region
From regional perspectives, in 2024, the U.S. led global computing power capacity with
a 40.3% share, followed by China at 29.8%, Europe at 14.9%, and Japan at 4.1%. By the
number of newly added datacenter cabinet units, China represented the largest proportion at
43.1%, with subsequent shares held by the U.S. at 30.3%, Europe at 11.8%, and Japan at 3.2%.
Regarding server shipments, the U.S. accounted for the highest share at 38.1%, followed by
China at 28.6%, Europe at 14.9%, and Japan at 4.0%.
Market Size of Computing
Power (by region),
Global, 2024
40.3%
29.8%
14.9%
4.1%
10.9%
U.S.
China
Europe
Japan
Others
Number of New Cabinets of
Datacenters (by region),
Global, 2024
30.3%
43.1%
11.8%
3.2%
11.6%
U.S.
China
Europe
Japan
Others
High Performance Server
Shipments (by region),
Global, 2024
38.1%
28.6%
14.9%
14.5%
4.0%
U.S.
China
Europe
Japan
Others
Source: Frost & Sullivan
Industry Chain of High Performance Server
The upstream of the high performance server industry chain includes components such
as CPUs, GPUs, storage devices, passive components, cooling systems, optical modules, and
PCBs. Among these, PCBs, as critical foundational materials, are widely used and integrated
throughout the entire computing hardware ecosystem. High performance PCBs include AI
server accelerator boards, UBB and switch boards, CPU motherboards, as well as supporting
boards.
Downstream: ApplicationsMidstream: High
Performance ServersUpstream: Components
Value Chain of High Performance Servers
General-purpose
Servers
AI Servers
CPU
GPU
Storage
Devices
Passive
Components
Cooling
System
Optical
Module
Others
General-purpose Server PCBs
Supporting Boards
CPU Motherboards
AI Server PCBs
CPU Motherboards
AI Server Accelerator
Boards
UBB and Switch Boards
Power Boards and Other
Supporting Boards
AIDC
Non -AIDC
Cloud
/Internet
Service
Providers
Telecom
Operators
Enterprise
Clients
Source: Frost & Sullivan
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Definition and Classification of High Performance Server PCB
High performance server PCBs, as the physical carrier and signal hub of computing
infrastructure, have evolved from basic circuit connections to a core technological platform
supporting high performance computing. First, PCBs provide a physical mounting platform
for critical components such as CPU, GPU, memory, network interface, and power, enabling
mechanical fixation and electrical connectivity between components through conductive
traces and solder pads. Second, as signal transmission channels, PCBs facilitate high speed
data exchange via precision routing design. Their conductive traces and interlayer connection
technologies ensure low-latency, high-bandwidth communication between chips, memory,
and storage devices while minimizing signal interference and loss. High performance server
PCBs mainly include AI server accelerator boards, UBB and switch boards, CPU
motherboards, as well as storage boards, memory boards, network interface boards, and etc.
Market Size of High Performance Server PCB Market
By high performance server type, the global AI server PCB and general-purpose server
PCB markets in 2024 were US$3.2 billion and US$4.0 billion, respectively. Moving forward,
the core growth in high performance server PCBs is expected to concentrate on AI server
PCBs. The primary driver is that, compared to general-purpose servers, AI servers incorporate
additional accelerator boards and UBB and switch boards, significantly elevating the
technical barriers and per-unit value of their PCB products above traditional general-purpose
servers. Consequently, driven by the AI server market, the AI server PCB market is anticipated
to grow at a higher rate, reaching US$7.0 billion by 2029, with a CAGR of 16.5% from 2024
to 2029.
0
2
4
6
8
10
12
US$ Billion
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
3.8
4.9
5.7
5.1
7.3
9.3
9.9
10.7
11.4 11.9
CAGR
(2020-
2024)
CAGR
(2024-
2029E )
AI Server
General-purpose Ser ver
0.7 1.2 1.6 1.9 3.2 4.8 5.3 5.8 6.5 7.0 44.8% 16.5%
3.1 3.7 4.1 3.2 4.0 4.5 4.6 4.8 4.9 5.0 7.2% 4.2%
Total 3.8 4.9 5.7 5.1 7.3 9.3 9.9 10.7 11.4 11.9 17.7% 10.4%
Total Revenue of High Performance Server PCB Market (by server type), Global, 2020-2029E
Source: Frost & Sullivan
In the high performance server PCB market, CPU motherboards are one of the core
products, with global revenue reaching US$1.9 billion in 2024. Driven by the steady growth of
the high performance server market, the market size of CPU motherboards is expected to grow
at a CAGR of 6.5%, projected to reach US$2.6 billion by 2029.
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0.5
0.0
3.0
2.5
2.0
1.5
1.0
2020 2021 2022 2023 2024
1.3
1.6
1.8
1.5
1.9
2.2 2.3
2.5 2.6 2.6
2029E2028E2027E2026E2025E
US$ Billion
CAGR濣10.7%
CAGR濣6.5%
The Market Size of CPU Motherboards of High Performance Server (by Revenue), Global, 2020-2029E
Source: Frost & Sullivan
Market Drivers of Global High Performance Server PCB Industry
Datacenter Expansion Drives Demand Growth. Accelerated global digital
transformation has propelled datacenter construction into a period of rapid growth. The
widespread adoption of cloud computing, big data, IoT, and AI applications has increased
demand for data processing. Servers, as the core carriers of data storage and processing,
continue to advance in deployment density and performance standards, driving increased
usage of PCBs as critical interconnect components. Simultaneously, green and low-carbon
policies push for datacenter energy efficiency upgrades, boosting demand for high-density,
high-thermal-performance PCBs.
Server Platform Iteration Fuels Technological Advancements. The adoption of
next-generation PCIe 5.0/6.0 protocols and high speed communication standards imposes
stricter requirements on PCB signal integrity. The evolution of server architectures from
CPU-centric designs to CPU+GPU heterogeneous computing necessitates multilayer stacking
designs to achieve high speed inter-chip connectivity, alongside ultra-low-loss materials to
minimize high-frequency signal attenuation. Additionally, components like AI server
accelerator boards and switch boards drive the adoption of advanced PCB manufacturing
techniques, including high aspect ratios and microvia interconnects.
Localization Accelerates the Rise of Domestic Supply Chains. Driven by global supply
chain security concerns and breakthroughs in domestic technologies, Chinese PCB
manufacturers are rapidly capturing high-end markets. The emergence of domestic computing
power chips has spurred the localization of supporting PCB supply chains. Through material
formula improvements, optimized processing techniques, and smart production lines,
domestic companies enhance mass production capabilities for high-layer-count server PCBs,
breaking foreign monopolies in ultra-high-layer boards. Cost advantages further drive the
scalable adoption of high performance server PCBs.
Development Trends of Global High Performance Server PCB Industry
Continuous Product Iteration and High-end Development. The explosion of AI
computing power demand is driving PCB technology toward accelerated evolution in
high-frequency, high speed, and high density directions. AI servers impose significantly
higher requirements on PCB layer counts, signal transmission rates, and thermal performance.
Compared to traditional servers, mainstream AI server PCBs feature substantially increased
layers, support for PCIe 5.0/6.0 interfaces with markedly improved transmission rates, and
adoption of ultra-low-loss materials to reduce dielectric constants and signal attenuation.
PCBs are advancing toward ultra-high layer counts and miniaturized routing, further
enhancing signal integrity and power delivery efficiency.
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Global Expansion and Capacity Relocation of Domestic Enterprises. Under
geopolitical pressures and cost drivers, Chinese PCB companies are accelerating global
production capacity layouts. To bypass trade barriers and reduce manufacturing costs, many
PCB firms are establishing bases in Vietnam and Thailand, forming a “domestic R&D +
overseas manufacturing” dual-cycle model. Concurrently, domestic enterprises are relocating
production overseas.
Further Market Consolidation. The industry is rapidly consolidating around leading
players with high technical barriers and mass-production capabilities. Some domestic
manufacturers have broken through advanced PCB technologies such as HDI and advanced
packaging substrates, gradually replacing the market shares of European, American, and
Japanese competitors. Additionally, the “winner-takes-all” effect intensifies, the high
technical thresholds of AI server PCBs squeeze the survival space for small and medium-sized
manufacturers, while industry leaders dominate the market through technological expertise,
customer partnerships, and production scale advantages.
Intelligent Manufacturing and Process Innovation. High performance server PCB
production is evolving toward fully intelligent workflows and deep process innovation. With
the integration of AI algorithms, PCB manufacturers are leveraging machine learning to
optimize routing designs. Smart production line upgrades enhance precision manufacturing
capabilities, utilizing visual inspection systems to monitor critical parameters like microvia
accuracy and interlayer alignment in real time, ensuring stable yields for ultra-high-layer
boards. Meanwhile, process innovations focus on ultra-thin core lamination and
high-aspect-ratio drilling, breaking traditional multilayer PCBs’ physical limits to provide
reliable substrate solutions for next-generation computing hardware.
Raw Material Price Analysis of PCB Market
The core raw material for PCB is CCL, and the primary raw materials for CCL are copper
foil, resin, and glass fiber cloth. The price of copper foil is directly influenced by fluctuations
in international copper prices, meaning rising copper costs are transmitted layer by layer to
CCL and PCB production costs. Based on annual average spot settlement prices, copper prices
increased from US$5,947 per ton in 2020 to US$8,997 per ton in 2021. In recent years, prices
have remained relatively stable, with copper priced at US$8,767 per ton in 2024. The average
price of epoxy resins increased from US$2,926 per ton in 2020 to US$4,647 per ton in 2021,
subsequently declining to US$1,851 per ton in 2024. Similarly, the average price of electronic
grade fiberglass fabric increased from US$735 per km in 2020 to US$915 per km in 2021,
subsequently declining to US$515 per km in 2024.
2,926
4,647
1,851
0
1,500
3,000
4,500
6,000
2020 2021 2022 2023 2024
US$/Ton
2,297
3,601
Average Epoxy Resins Price,
Global, 2020-2024
735
915
770
535 515
0
250
500
750
1,000
2020 2021 2022 2023 2024
US$/km
Average Price of Electronic
Grade Fiberglass Fabric,
Global, 2020-2024
Average Copper Settlement Price,
Global, 2020-2024
5,947
8,997
8,493 8,153
8,767
0
3,000
6,000
9,000
2020 2021 2022 2023 2024
US$/Ton
Source: Frost & Sullivan
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Competitive Analysis of PCB Market
The global PCB market is characterized by a large number of players and a low level of
market concentration. In terms of cumulative global revenue, the Company ranked among the
top 60 in the global PCB market with a market share of 0.6% for the period from 2022 to 2024,
and among the top 20 PCB companies headquartered in the Chinese Mainland. In terms of
cumulative the Chinese Mainland revenue, the Company ranked among the top 70 in the China
PCB market with a market share of 0.3% for the period from 2022 to 2024.
In the global high-layer-count MLPCB (14+ layers) market, in terms of cumulative
global revenue, the Company ranked fifth globally and third among PCB companies
headquartered in the Chinese Mainland, with cumulative revenue of US$480.3 million and a
3.0% market share. In terms of cumulative the Chinese Mainland revenue, the Company
ranked among the top 15 in the China high-layer-count MLPCB (14+ layers) market with a
market share of 1.5% for the period from 2022 to 2024.
79.7%
4.9%
4.8%
4.2%
3.4% 3.0%
Company C
Company D
Company F
Company B
The Company
Others
Rank Company Name Headquarter
Cumulative
Revenue
(US$ Million)
Market Share
1 Company C Chinese Mainland 771.8 4.9%
2 Company D Chinese Mainland 755.6 4.8%
3 Company F U.S. 675.0 4.2%
4 Company B Taiwan 540.3 3.4%
5 The Company Chinese Mainland 480.3 3.0%
Others 12,678.3 79.7%
Total 15,901.3 100.0%
Ranking and Market Share of High-layer-count MLPCB with 14+ Layers, Global, 2022-2024
Source: Interviews with Industry Experts, Public Information, Frost & Sullivan
Note:
The conversion of revenue into U.S. dollars is calculated based on the average annual exchange rate for each
year.
Company B established in 1991 is a company listed on TWSE and headquartered in Taiwan, China, and
manufacturing electronic products back-end equipment, offering cost-effective, high-quality PCB solutions
that enable sustainable, long-term growth.
Company C established in 1992 is a company listed on SZSE and headquartered in Jiangsu, China, focusing
on the R&D and production of Printed Circuit Board, with its main products widely being used in various
fields.
Company D established in 1984 is a company listed on SZSE and headquartered in Guangdong, China,
providing printed circuit boards and packaging substrate solutions.
Company F established in 1998 is a company listed on NASDAQ and headquartered in California, U.S.,
specializing in the R&D, manufacturing and sales of advanced printed circuit boards including multilayer
PCBs, HDI, flexible and rigid-flex PCBs, etc.
Competitive Analysis of Global High Performance Server PCB Market
Chinese high performance server PCB manufacturers are accelerating their global
expansion. From a regional perspective, manufacturers from Taiwan and the Chinese
Mainland occupy the leading position in the global high performance server PCB. As the
products of the Chinese Mainland’s high performance server PCB manufacturers are
recognized by overseas customers, their market share is expected to rise steadily. In recent
years, the market concentration of the top five high performance server PCB companies in the
world has continued to increase, from 28.9% in 2022 to 31.6% in 2024.
INDUSTRY OVERVIEW
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--- page 99 ---
The top five companies in the global high performance server PCB market have a market
share of 31.3%, among which Chinese companies occupy an absolute dominant position.
According to the cumulative revenue of global high performance server PCB from 2022 to
2024, the Company ranks third in the world with cumulative revenue of US$882.4 million, the
Company occupied a global market share of approximately 4.9%. Besides, according to the
cumulative revenue of global high performance server PCB from 2022 to 2024, in the ranking
of high performance server PCB companies headquartered in the Chinese Mainland, the
Company ranks first. From 2022 to 2024, based on the cumulative revenue of global high
performance server PCB, Company A ranks first in the world with cumulative revenue of
US$2,034.8 million. From 2022 to 2024, based on the cumulative revenue of global high
performance server PCB, Company B ranks second in the world with cumulative revenue of
US$1,357.9 million.
Ranking and Market Share of High Performance Server PCB , Global, 2022-2024
11.2%
7.5%
4.5%
68.7%
4.9%
3.2%
Company A
Company B
The Company
Company C
Company D
Others
Rank Company Name Headquarter
Cumulative
Revenue
(US$ Million)
Market Share
1 Company A Taiwan 2,034.8 11.2 %
2 Company B Taiwan 1,357.9 7.5 %
3 The Company Chinese Mainland 882.4 4.9%
4 Company C Chinese M ainland 806.6 4.5%
5 Company D Chinese M ainland 582.6 3.2%
Others 12,425.7 68.7%
Total 18,090.0 100.0%
Note:
The conversion of revenue into U.S. dollars is calculated based on the average annual exchange rate for each
year .
Company A established in 1981 is a company listed on TWSE and headquartered in Taiwan, and manufactures
and distributes printed circuit board for servers, workstations, telecommunication, computers, etc.
Source: Interviews with Industry Experts, Public Information, Frost & Sullivan
The top five companies in the global high performance server CPU motherboards
(comprising CPU motherboards of AI and general-purpose servers) PCB market had a market
share of 69.4% in 2022 to 2024, among which Chinese companies occupy an absolute
dominant position. Compared with other high performance server PCBs, CPU motherboards
PCB face relatively higher technical barriers, resulting in relatively higher market
concentration. In terms of the global high performance server CPU motherboards PCB
cumulative revenue in 2022 to 2024, the Company ranks third in the world with cumulative
revenue of US$639.2 million, the Company occupied a global market share of approximately
12.4%. Besides, according to the cumulative revenue of global high performance server PCB
from 2022 to 2024, in the ranking of high performance server PCB companies headquartered
in the Chinese Mainland, the Company ranks first. In terms of the global high performance
server CPU motherboards PCB cumulative revenue in 2022 to 2024, Company A ranks first in
the world with cumulative revenue of US$1,522.4 million, with a market share of
approximately 29.6%. According to the global high performance server CPU motherboard
PCB cumulative revenue in 2022 to 2024, Company B ranks second in the world with
cumulative revenue of US$1,011.6 million, with a market share of approximately 19.7%.
INDUSTRY OVERVIEW
–9 0–


--- page 100 ---
29.6%
19.7%
12.4%
30.6%
4.5%
3.2%
Company A
Company B
The Company
Company D
Company E
Others
Rank Company Name Headquarter
Cumulative
Revenue
(US$ Million)
Market Share
1 Company A Taiwan 1,522.4 29.6 %
2 Company B Taiwan 1,011.6 19.7 %
3 The Company Chinese Mainland 639.2 12.4%
4 Company D Chinese Mainland 233.0 4.5%
5 Company E Chinese Mainland 163.2 3.2%
Others 1,575.9 30.6%
Total 5,145.4 100.0%
Ranking and Market Share of High Performance Server CPU Motherboard PCB, Global, 2022-2024
Note:
The conversion of revenue into U.S. dollars is calculated based on the average annual exchange rate for each
year .
Company E established in 2006 is a company listed on SZSE and headquartered in Guangdong, China,
specializing in the R&D, production and sales of high-precision multilayer PCBs, HDI, FPC and Rigid-Flex
PCBs.
Source: Interviews with Industry Experts, Public Information, Frost & Sullivan
ANALYSIS OF OTHER PCB MARKETS
Other PCB applications mainly cover industrial and consumer scenarios. Industrial
application PCBs stress high reliability, heat resistance, and long life for harsh environments,
while consumer application PCBs focus on cost, lightness, and mass production, suiting short
lifecycle products such as mobile phones.
Industrial Application PCB Market
The industrial application PCB market includes wired and wireless infrastructure,
automotive electronics, industrial control systems, medical equipment, and aerospace
domains. Globally, from 2020 to 2024, the industrial application PCB market by sales revenue
grew from US$18.9 billion in 2020 to US$25.9 billion in 2024, reflecting a CAGR of 8.1%. It
is projected to reach US$30.8 billion by 2029, with a CAGR of 3.5% from 2024 to 2029.
Automotive Electronics PCB Market
As a key application in the industrial sector, automotive electronics has seen a consistent
rise in PCB demand in recent years. With the advancement of electrification, intelligence, and
connectivity, PCBs are being increasingly applied in automobiles across areas such as power
systems, intelligent driving, and in-vehicle infotainment. Regionally, the EV market in China
has experienced significant growth, increasing from 1.3 million units in 2020 to 13.0 million
units in 2024, with a CAGR of 76.3%. The projected market size for China is expected to grow
to 29.8 million units by 2029. The EV market in North America has shown substantial growth,
increasing from 0.4 million units in 2020 to 1.7 million units in 2024, corresponding to a
CAGR of 48.8% from 2020 to 2024. The market size for North America is expected to
continue growing, reaching 5.1 million units by 2029. Similarly, the European EV market has
witnessed significant growth with the market size increasing from 1.3 million units in 2020 to
2.9 million units in 2024, reflecting a CAGR of 23.2% from 2020 to 2024. It is expected to
INDUSTRY OVERVIEW
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--- page 101 ---
grow to 8.4 thousand units by 2029. In Asia (excluding China), the EV market size has
increased from 0.1 million units in 2020 to 0.5 million units in 2024, showing a CAGR of
67.2% from 2020 to 2024. It is expected to grow to 3.0 million units by 2029. In other regions,
the EV market size has also shown growth, increasing from 0.2 million units in 2024 to 1.0
million units in 2029.
Communication PCB Market
In addition, communication is a critical domain for industrial application PCBs, with
main applications in wired communication, wireless communication, and satellite
communication. Driven by rapid advancements in global communication technologies, the
communication PCB market is projected to expand. By sales revenue, the communication
PCB market grew from US$7.3 billion in 2020 to US$9.5 billion in 2024, achieving a CAGR
of 6.7%, and is expected to reach US$11.8 billion by 2029, with a CAGR of 4.5% from 2024
to 2029.
Consumer Application PCB Market
Consumer application PCB products primarily include AI personal computer, laptops,
wearable devices, and smart home appliances. In AI PCs, PCBs are critical for enabling AI
computing, multi-sensor integration, and thermal management. Through high-density
designs, flexible interconnections, and multi-material integration, PCBs ensure system
performance and stability. By sales revenue, the global consumer application PCB market
grew from US$36.6 billion in 2020 to US$36.7 billion in 2024, and is projected to reach
US$41.9 billion by 2029, reflecting a CAGR of 2.7% from 2024 to 2029.
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THE PRC LA WS, REGULATIONS AND POLICIES
This section sets out summaries of certain aspects of PRC laws, regulations and policies,
which are relevant to business operations of our Company.
LA WS AND REGULATIONS ON CORPORATION
According to The PRC Company Law () (the “Company
Law”), which was promulgated by the Standing Committee of the National People’s Congress
(the “SCNPC”) on December 29, 1993 and implemented on July 1, 1994, and latest revised on
December 29, 2023, which came into effect on July 1, 2024, companies are generally
classified into two categories, namely, limited liability companies and joint stock limited
companies. The Company Law also applies to foreign-invested enterprises, unless where laws
on foreign investment have other stipulations, such stipulations shall prevail.
LA WS, REGULATIONS AND POLICIES RELATING TO THE PRINTED CIRCUIT
BOARD
From 2009 to 2021, the State Council has issued a series of regulations aimed at promoting
the development of the printed circuit board, which includes the Adjustment and Revitalization
Plan for the Electronics and Information Industry (ጳ஝ྌ), the
Notice of the State Council on the “13th Five-Year Plan” for the Development of National
Strategic Emerging Industries (ٙ
), the Notice of the State Council on the “14th Five-Year Plan” for the Development of
Digital Economy (). On February 27,
2023, The Communist Party of China Central Committee and the State Council have issued the
Overall Layout Plan for the Construction of Digital China (ண዆᜗б҅஝ྌ).
From 2012 to 2021, the Ministry of Industry and Information Technology (the “ MIIT”)
has promulgated a series of regulations, which includes the “12th Five-Year Plan” for
Electronic Basic Materials and Key Components (ձᗫᒟʩኜ΁ ɤɚʞ஝
ྌ), the Notice of the Ministry of Industry and Information Technology on Promoting the
Accelerated Development of 5G (પਗ5G ), the
Notice of the Ministry of Industry and Information Technology on Action Plan for the
Development of Basic Electronic Components Industry (2021–2023) (׵
ྌ 2021–2023), the Notice of the Ministry
of Industry and Information Technology on the Development Plan for the Information and
Communication Industry During the 14th Five-Year Plan Period (Ι೯
).
On December 28, 2018, the MIIT promulgated Normative Conditions for the Printed
Circuit Board Industry (Бุ஝ᇍૢ΁ ) and Interim Measures for the
Administration of Announcement of Normative Conditions for the Printed Circuit Board
Industry ( ), and became effective on February 1,
2019.
On September 9, 2016, the National Development and Reform Commission (the “NDRC”), the
Ministry of Finance (the “MOF”), the Ministry of Commerce (the “MOFCOM”) jointly
promulgated the Notice of the Catalogue of Encouraged Imported Technologies and Products (2016
version) (ͦ፽2016). On January 25, 2017, the
NDRC promulgated Strategic Emerging Industries Key Products and Services Guidance Catalog
(2016 version) (ኬͦ፽2016), and became effective on
the same day. On December 27, 2023, the NDRC promulgated the Adjustment of Industrial Structure
Guidance Catalog (2024 version) (ኬͦ፽2024ϋ͉), and became effective
on February 1, 2024.
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LA WS AND REGULATIONS RELATING TO FOREIGN INVESTMENT
The Foreign Investment Law (), which was promulgated
by the NPC on March 15, 2019 and implemented on January 1, 2020, establishes the
management system for pre-access national treatment and negative list for foreign investment
in the PRC. The PRC gives national treatment to foreign investment outside the negative list.
On September 6, 2024, The Special Administrative Measures (Negative List) for Foreign
Investment Access (2024 version) (૶ఊ2024)
(the “2024 Negative List”) is issued jointly by the NDRC and the MOFCOM to replace the
previous encouraging catalog and negative list thereunder. Pursuant to the Foreign Investment
Law, the Implementation Regulations and the 2024 Negative List, foreign investors shall not
make investments in prohibited industries as specified in the negative list, while foreign
investments must satisfy certain conditions stipulated in the negative list for investment in
restricted industries. Industries not listed in the negative list are generally deemed “permitted”
for foreign investments.
REGULATIONS IN RELATION TO OVERSEAS INVESTMENT
On September 6, 2014, The Measures for the Administration of Overseas Investments ( ྤ̮
) were issued by the MOFCOM and implemented on October 6, 2014. The Measures
for the Administration of Enterprises’ Overseas Investments () were
issued by the NDRC on December 26, 2017, and implemented on March 1, 2018. The NDRC
promulgated the Catalogue of Sensitive Industries for Outbound Investment (Edition 2018) ( ྤ̮
ҳ༟ઽชБุͦ፽2018), effective on March 1, 2018 to list the current sensitive industries
in detail.
According to these regulations, the scope of approval management includes sensitive
projects undertaken directly or through their controlled overseas enterprises of the investing
entities. Enterprises’ overseas investments involving sensitive countries and regions or
sensitive industries, are subject to approval management by the NDRC. Other overseas
investments by enterprises are subject to filing management. The MOFCOM and the
commerce departments at provincial levels are responsible for the administration and
supervision of overseas investments through the “Overseas Investment Management System”
and issue the Certificate of Overseas Investment by Enterprises to enterprises that have
obtained filing or approval.
On February 13, 2015, the State Administration of Foreign Exchange (the “ SAFE”) issued the
Notice of the State Administration of Foreign Exchange on Further Simplifying and Improving the
Policies of Foreign Exchange Administration Applicable to Direct Investment (̮ි၍ଣ҅ᗫ
), abolishing the verification and approval
of foreign exchange registration of overseas direct investment. The banks shall directly examine and
handle foreign exchange registration of overseas direct investment.
LA WS AND REGULATIONS ON ENVIRONMENTAL PROTECTION AND FIRE
SAFETY
Regulations on Environmental Protection
The PRC laws and regulations relating to environmental protection mainly include: the
Environmental Protection Law of the PRC ( ) (the
“Environmental Protection Law ”) (revised on April 24, 2014 and implemented on January 1,
2015), Water Pollution Prevention and Control Law of the PRC (ԣ
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) (revised on June 27, 2017 and implemented on January 1, 2018), Atmospheric
Pollution Prevention and Control Law of the PRC ( )
(revised and implemented on October 26, 2018), Law of the PRC on Prevention and Control of
Environmental Pollution by Solid Waste ( )
(revised on April 29, 2020 and implemented on September 1, 2020), Environmental Protection
Tax Law of the PRC ( ) (revised and implemented on
October 26, 2018), Implementation Regulation on the Environmental Protection Tax Law of
the PRC (ૢԷ ) (revised on December 25, 2017 and
implemented on January 1, 2018), Measures for Pollutant Discharge Permitting
Administration () (revised on December 25, 2023 and implemented on
July 1, 2024), and Law of the PRC on Noise Pollution Prevention and Control ( ʕശɛ͏΍
) which became effective on June 5, 2022.
Pursuant to the aforesaid laws and regulations, enterprises that discharge and dispose of
toxic and dangerous substances such as wastewater and waste gas shall comply with the
national and local standards of usage and shall declare to and register with the relevant
environmental protection administration authorities and pay environmental protection tax
according to law where applicable.
Regulations on Fire Safety
According to the Fire Prevention Law of the PRC (), which
was promulgated on April 29, 1998 and last amended on April 29, 2021, the construction
entities shall apply to the administrative authority of housing and urban-rural construction for
fire protection acceptance check upon completion of the construction projects that are subject
to fire protection acceptance check as stipulated by the administrative authority of housing
and urban-rural construction of the State Council. For other construction projects, the
construction entities shall file with the administrative authority of housing and urban-rural
construction after the acceptance, and the administrative authority of housing and urban-rural
construction shall conduct random inspection.
LA WS AND REGULATIONS RELATING TO CYBERSECURITY AND DATA
SECURITY
On July 1, 2015, the SCNPC promulgated the State Security Law of the PRC ( ʕശɛ͏
), which became effective on the same day, pursuant to which the state
shall establish a national security review and supervision system to review, among other
things, foreign investment, key technologies, internet and information technology products
and services, projects relating to national security matters and other important activities that
are likely to impact national security of China.
On November 7, 2016, the SCNPC promulgated the Cybersecurity Law of the PRC ( ʕശɛ
) (the “Cybersecurity Law ”), which became effective on June 1, 2017, and
was last amended and became effective on January 1, 2026. According to the Cybersecurity Law,
network operators must comply with applicable laws and regulations and fulfill their obligations to
safeguard cybersecurity in conducting business and providing services. The SCNPC promulgated the
Data Security Law of the PRC () on June 10, 2021, which became
effective on September 1, 2021, for the establishment of a data classification and hierarchical
protection system to conduct classified and hierarchical protection of data. On December 28, 2021,
the Cyberspace Administration of China (the “ CAC”) and certain other PRC regulatory
authorities published the Cybersecurity Review Measures (), which
became effective on February 15, 2022. Pursuant to the measures, critical information
infrastructure operators that purchase network products and services and network platform
operators engaging in data processing activities that affect or may affect national security must be
subject to the Cybersecurity Review.
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The Regulations on the Administration of Cyber Data Security ( ၣഖᅰኽτΌ၍ଣૢ
Է) (the “Cyber Data Security Regulations”) promulgated by the State Council on
September 24, 2024, which became effective on January 1, 2025, stipulate that where network
data handlers carry out network data processing activities that affect or may affect national
security, they shall undergo a national security review in accordance with relevant national
regulations. The Cyber Data Security Regulations optimize regulations for cross-border data
security management, specifying conditions under which network data processors may
provide personal information abroad in accordance with international treaties or agreements.
The Personal Information Protection Law of the PRC (ᚐ
) (the “PIPL”) was promulgated by the SCNPC on August 20, 2021 and became effective
on November 1, 2021. The PIPL stipulates the scope of personal information and the ways of
processing personal information, establishes rules for processing personal information and for
providing personal information to overseas recipients, and clarifies the individual’s rights and
the processor’s obligations in the process of personal information processing. The CAC
promulgated the Security Assessment Measures for Data Provision Abroad ( ᅰኽ̈ྤτΌ
) (the “Security Assessment Measures ”), which came into effect on September 1,
2022. The Security Assessment Measures specifies the circumstances where a cross-border
data transfer is subject to security assessment.
LA WS AND REGULATIONS RELATING TO INTELLECTUAL PROPERTY
Patent
According to the Patent Law of the PRC () (the “Patent Law”),
promulgated by the NPCSC on March 12, 1984 and amended on September 4, 1992, August 25,
2000, December 27, 2008, and October 17, 2020, respectively, with the latest amendment taking
effect on June 1, 2021, and the Implementation Rules of the Patent Law of the PRC ( ʕശɛ͏
) (the “Implementation Rules of the Patent Law”), promulgated by
the State Council on January 19, 1985, and amended on December 21, 1992, June 15, 2001,
December 28, 2002, January 9, 2010, and December 11, 2023, respectively, with the latest
amendment taking effect on January 20, 2024, the patent administrative department under the
State Council is responsible for the administration of patent-related work nationwide and the
patent administration departments of provincial or autonomous regions or municipal
governments are responsible for administering patents within the respective administrative areas.
The Patent Law and Implementation Rules of the Patent Law provide three types of patents,
namely “inventions,” “utility models” and “designs.” Invention patents are valid for twenty years,
utility model patents are valid for ten years, and since June 1, 2021, the validation period for
design patents whose application date is after June 1, 2021 has been extended to fifteen years in
each case from the date of application.
Trademark
Pursuant to the Trademark Law of the PRC () promulgated by
the SCNPC on August 23, 1982 and latest amended on April 23, 2019 and came into effect on
November 1, 2019, and the Implementation Rules of the Trademark Law of the PRC ( ʕശɛ
ૢԷ) promulgated by the State Council on August 3, 2002 and latest
amended on April 29, 2014 and came into effect on May 1, 2014, trademarks approved and
registered by the Trademark Bureau are registered trademarks, including commodity
trademarks, service marks and collective trademarks, certification marks; trademark
registrants enjoy exclusive rights to use trademark and are protected by the law. The
Trademark Bureau is responsible for trademark registration and administration nationwide
and grants a term of 10 years to registered trademarks, commencing from the date of
registration.
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Copyright
Pursuant to the Copyright Law of the PRC () promulgated
by the SCNPC, which was latest amended on November 11, 2020, and the Implementation
Regulations of the Copyright Law of the PRC (ૢԷ )
promulgated by the State Council, which was latest amended on January 30, 2013, Chinese
citizens, legal persons or organizations without legal personality enjoy copyright over their
works, whether published or not. Pursuant to the Regulations on the Protection of Computer
Software (ᚐૢԷ) promulgated by the State Council on June 4, 1991, and
amended on December 20, 2001, January 30, 2013 and became effective on March 1, 2013,
and the Measures for the Registration of Computer Software Copyright (ၑዚழ΁ഹЪᛆ
) promulgated by the National Copyright Administration on February 20, 2002,
“computer software” (the “ software”) refers to computer programs and related files.
Domain Name
Pursuant to the Administrative Measures for Internet Domain Names ( ʝᑌၣਹΤ၍ଣ
), promulgated on August 24, 2017 and came into effect on November 1, 2017, the
principle of “first to file” is adopted for domain name registration services. The applicant for
domain name registration shall provide the agency of domain name registration with true,
accurate and complete information about the domain name holder’s identity for registration
purpose and enter registration agreements with domain name registration service providers.
LA WS AND REGULATIONS ON REAL ESTATE, PLANNING AND CONSTRUCTION
Real Estate
The Civil Code of the People’s Republic of China (Պ) (the
“Civil Code”) was promulgated by the NPC on May 28, 2020, and implemented on January 1,
2021. According to the Civil Code, the establishment, modification, assignment and
extinguishment of real estate property rights are effective upon registration in accordance
with the law; unless the law stipulates otherwise, such establishment, modification,
assignment and extinguishment shall be ineffective without registration. Real estate
registration shall be handled by the registration authority at the location of the property.
The Land Administration Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷ɺή
) (the “Land Administration Law ”) was first issued by the SCNPC on June 25, 1986,
most recently revised and issued on August 26, 2019, and implemented on January 1, 2020.
Pursuant to the Land Administration Law, construction entities that have obtained state-owned
land use rights through paid leasing must pay the land use right leasing fees and other fees and
expenses in accordance with the standards and methods prescribed by the State Council before
they can use the land.
According to the Interim Regulations on Real Estate Registration ( ʔਗପ೮াᅲБૢ
Է), promulgated on November 24, 2014 and last amended on March 10, 2024 and brought
into effect on May 1, 2024, the real estate registration shall be conducted by the real estate
registration authorities of the people’s government at or above the county level. The Interim
Regulations on Real Estate Registration and the Implementing Rules of the Interim
Regulations on Real Estate Registration ( ) promulgated on
January 1, 2016 and last amended on May 9, 2024 and brought into effect on May 9, 2024
provide that the State implements a uniform real estate registration system and the registration
of real estate shall be strictly administered and carried out in a stable and continuous manner
that provides convenience for people.
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The Interim Regulations on the Granting and Assignment of Urban State-Owned Land
Use Rights of the People’s Republic of China (ᕄ਷ϞɺήԴ͜ᛆ̈ᜫձ
ᔷᜫᅲБૢԷ) were first issued by the State Council on May 19, 1990, and most recently
revised and implemented on November 29, 2020. According to these regulations, the
assignment of land use rights refers to the act of the state, in its capacity as the landowner,
assigns the land use right for a certain period to land users, who in turn pay fees for the
assignment thereof to the state. An assignment contract must be signed for assigning the land
use rights. Land users shall develop, utilize and manage the land in accordance with the
provisions of the contract for the assignment of land use right and the requirements of urban
planning.
Planning
According to the Urban and Rural Planning Law of the PRC (ඊ஝ྌ
) promulgated by the SCNPC on October 28, 2007, latest amended and became effective
on April 23, 2019, if the construction of buildings, structures, roads, pipelines and other
projects is carried out in the planned area of a city or a town, the construction entity or
individual shall apply to the competent authority of urban and rural planning of the people’s
government of the city or county or the people’s government of the town as determined by the
people’s government of the province, autonomous region or municipality directly under the
Central Government for a construction project planning permit.
Construction
According to the Construction Law of the PRC ( )
promulgated by the SCNPC on November 1, 1997, latest amended and became effective on
April 23, 2019, prior to the commencement of construction work, the construction entity shall
apply to the competent construction administrative authority of the people’s government at or
above the county level where the project is located for a construction permit in accordance
with the relevant provisions of the State, except for small-scale projects under the quota as
determined by the construction administrative authority under the State Council. A
construction project shall be delivered for use only after it has passed the acceptance
examination. A construction project shall not be delivered for use without conducting or
passing the acceptance examination.
According to the Regulations on the Administration of Construction Quality (ணʈ೻
ሯඎ၍ଣૢԷ) promulgated and implemented by the State Council on January 30, 2000 and
amended on April 23, 2019, a construction entity commencing the project without obtaining
the construction work commencement permit or approvals for its construction commencement
report, shall be ordered to terminate the construction work, carry out remedial actions within
a prescribed time limit and pay a fine of no less than 1%, but not exceeding 2% of the
contractual project price.
According to the Regulations on the Administration of Construction Quality (ணʈ೻
ሯඎ၍ଣૢԷ) and the Administrative Measures for Recording of the Inspection and
Acceptance on Construction Completion of Buildings and Municipal Infrastructures (ܔ܊ג
 ) promulgated and implemented by the
former Ministry of Construction on April 7, 2000 and amended on October 19, 2009, a
construction project shall not be delivered for use unless it has passed the acceptance checks.
The construction entity should file a record to a competent construction administrative
department of the people’s government at or above the county level of the place where the
project is located within 15 days from the day when the construction project passes the
acceptance checks.
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If the construction entity fails to file a record of passing the acceptance checks in respect
of the project within 15 days from the day when the construction project passes such checks,
it shall be ordered by the archiving organ to carry out remedial actions within a prescribed
time limit and pay a fine of no less than RMB200,000 but not exceeding RMB500,000.
LA WS AND REGULATIONS ON PROPERTY LEASING
According to the Civil Code, a lease contract is a contract whereby the lessor delivers to
the lessee the item for the latter’s use or benefit therefrom, and the lessee pays the lease
expense. If the parties to a lease contract fail to go through the formalities of registration of
such contract in accordance with the provisions of laws and administrative regulations, the
validity of the contract shall not be affected.
Pursuant to the Law on Administration of Urban Real Estate of the PRC ( ʕശɛ͏΍ձ
) promulgated by the SCNPC on July 5, 1994, latest amended on
August 26, 2019, and became effective on January 1, 2020, the lessor and the lessee shall enter
into a written lease contract for leasing of building to stipulate the term of lease, purpose of
the lease, lease price, maintenance and repair liability etc., and any other rights and
obligations of both parties; the lease contract shall be registered and filed with the real estate
administration authorities.
On December 1, 2010, the Ministry of Housing and Urban-Rural Development
promulgated the Administrative Measures on Leasing of Commodity Housing (ॡ
), which became effective on February 1, 2011. According to such measures, the
lessor and the lessee are required to complete property leasing registration and filing
formalities within 30 days from execution of the property lease contract with the development
authorities or real estate authorities of the municipality or county where the leased property is
located. If a company fails to do as aforesaid, it may be ordered to rectify within a stipulated
period, and if such company fails to rectify, a fine ranging from RMB1,000 to RMB10,000
may be imposed.
REGULATIONS RELATING TO WORK SAFETY
Pursuant to the Work Safety Law of the PRC ( )
promulgated on June 29, 2002, last amended on June 10, 2021 with effect on September 1,
2021, the main responsible person of a production and operation entity, as the primary person
responsible for the work safety of the entity, shall be fully responsible for the work safety of
the entity. Any other person in charge shall be responsible for the work safety within the scope
of his or her duties. Violation of the Production Safety Law may result in imposition of fines
and penalties, suspension of operation, an order to cease operation, or even criminal liability
in severe cases.
REGULATIONS RELATING TO FOREIGN EXCHANGE
According to the Foreign Exchange Administration Regulations of the PRC ( ʕശɛ͏
΍ձ਷̮ි၍ଣૢԷ) promulgated on January 29, 1996 and amended on January 14, 1997
and August 5, 2008, the RMB is generally freely convertible for current account items,
including the distribution of dividends, trade and service related foreign exchange
transactions, but not for capital account items, such as direct investment, loan, repatriation of
investment and investment in securities outside the PRC, unless the prior approval of the
SAFE or its designated banks is obtained.
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According to the Notice of the State Administration of Foreign Exchange on Reforming and
Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts (̮
) promulgated on June 9, 2016, the
settlement of foreign exchange receipts under the capital account (including but not limited to
foreign exchange capital and external debts and funds recovered from overseas listing) may convert
from foreign currency into RMB on a self-discretionary basis.
LA WS AND REGULATIONS ON PRODUCT QUALITY
According to the Product Quality Law of the PRC () (the
“Product Quality Law”) promulgated by the SCNPC on February 22, 1993 and latest
amended on December 29, 2018, producers and sellers shall establish a sound internal product
quality control system, strictly adhere to a job responsibility system in relation to quality
standards and quality liabilities, and implement corresponding examination and inspection
measures. Any manufacturer or seller who violates the Product Quality Law may be subject to
(i) administrative penalties, including suspension of production or sale, ordered correction of
illegal activities, confiscation of products subject to illegal production or sale, imposition of
fines, confiscation of illegal gains and, in severe cases, revocation of business license; and (ii)
criminal liability if the illegal activity constitutes a crime.
LA WS AND REGULATIONS RELATING TO IMPORT AND EXPORT TRADE
Pursuant to the Foreign Trade Law of the PRC ( )
promulgated by the SCNPC on May 12, 1994, and latest amended on December 30, 2022 and
the Regulations on the PRC on the Administration of the Import and Export of Goods ( ʕശ
ආ̈ɹ၍ଣૢԷ ) issued by the State Council of the PRC on December 10,
2001, became effective on January 1, 2002, and last amended on March 10, 2024, the State
Council of the PRC shall allow free importation and exportation of goods, and maintain fair
and orderly import and export trade in goods except for the goods which are explicitly
prohibited or restricted by laws or administrative regulations.
Pursuant to the Customs Duties Law of the PRC (), issued by
SCNPC on April 26, 2024 and took effect on December 1, 2024, consignors of exports are
withholding obligors for customs duties. Export tariff is set at an export tariff rate. Provisional
tariff rates may apply to exports within a certain period of time. According to the
Administrative Measures of the Customs of the PRC for the Levying of Duties on Imports and
Exports ( ) which was promulgated by the
General Administration of Customs on October 28, 2024, and came into effect on December 1,
2024, tariff rates applicable to exported goods shall be determined in accordance with the
provisions of the Tariff Law governing the most-favored-nation tariff rate, conventional tariff
rate, preferential tariff rate, general tariff rate, export tariff rate, tariff quota and tariff rate or
provisional tariff rate.
Pursuant to the Export Control Law of the PRC () issued
by SCNPC on October 17, 2020, the State adopts a unified export control system, which is
subject to administration through the formulation of a control list, directory or catalogue, the
implementation of export permission, or otherwise. The State adopts a licensing system for
the export of controlled items.
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REGULATIONS ON EMPLOYMENT, SOCIAL INSURANCE AND HOUSING
PROVIDENT FUND
Employment
The major PRC laws and regulations that govern employment relationships are the PRC
Labor Law (), the PRC Labor Contract Law ( ʕശɛ͏΍ձ਷௶
) (the “Labor Contract Law”) and its implementation, which impose stringent
requirements on the employers in relation to entering into fixed-term employment contracts,
hiring of temporary employees and dismissal of employees.
The Labor Contract Law, which was promulgated on June 29, 2007, and last amended on
December 28, 2012, primarily aims at regulating rights and obligations of employment
relationships, including the establishment, performance, and termination of labor contracts.
Pursuant to the Labor Contract Law, labor contracts must be executed in writing if labor
relationships are to be or have been established between employers and employees.
The Interim Provisions on Labor Dispatch () promulgated by the
Ministry of Human Resources and Social Security and came into effect on March 1, 2014, the
number of dispatched workers hired by an employer may not exceed 10% of the total number
of its employees. Where rectification is not made within the stipulated period, the employers
may be subject to a penalty ranging from RMB5,000 to RMB10,000 per dispatched worker
exceeding the 10% threshold.
Social Insurance
The PRC Social Insurance Law ( ) (the “Social
Insurance Law”) issued by the SCNPC on October 28, 2010 and latest amended on December
29, 2018, has established social insurance systems of basic pension insurance, basic medical
insurance, work-related injury insurance, unemployment insurance and maternity insurance
and has elaborated in detail the legal obligations and liabilities of employers who fail to
comply with relevant laws and regulations on social insurance. According to the Social
Insurance Law and the Provisional Regulations on Collection and Payment of Social
Insurance Premiums (ᎈ൬ᅄᖮᅲБૢԷ) promulgated by the State Council on
January 22, 1999 and most recently amended on March 24, 2019 and effective from the same
date, enterprises shall register social insurance with local social insurance and pay or
withhold relevant social insurance for or on behalf of its employees. Any employer that fails to
make social insurance contributions may be ordered to rectify the non-compliance and pay the
required contributions within a prescribed time limit and be subject to a late fee. If the
employer still fails to rectify the failure to make the relevant contributions within the
prescribed time, it may be subject to a fine ranging from one to three times the amount
overdue.
On July 31, 2025, the PRC Supreme People’s Court promulgated the Supreme People’s
Court’s Interpretation (II) on Several Issues Concerning the Application of Law in Labor
Dispute Cases (༆ᙑ ɚ ), which
took effect on September 1, 2025. Article 19(1) thereof stipulates that if an employer and an
employee agree or the employee undertakes that social insurance contributions need not be
paid, the People’s Court shall deem such agreement or undertaking invalid. Furthermore,
where an employer fails to pay social insurance contributions in accordance with the law, and
the employee seeks to terminate the labor contract and claims economic compensation from
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the employer pursuant to Article 38(3) of the PRC Labor Contract Law, the People’s Court
shall support such claims in accordance with the law, which clarifies that employees are
entitled to request termination of their labor contracts and receive corresponding economic
compensation under the PRC Labor Contract Law if the employer fails to make social
insurance contributions in accordance with the law.
Housing Provident Fund
In accordance with the Regulations on the Administration of Housing Provident Funds (ג
၍ଣૢԷ) promulgated by the State Council on April 3, 1999, and amended on March 24,
2002, and March 24, 2019, enterprises must register at the designated administrative centers and
open bank accounts for depositing employees’ housing provident funds. Employers and employees
are also required to pay and deposit housing provident funds, with an amount no less than 5% of the
monthly average salary of the employee in the preceding year in full and on time. In case of overdue
payment or underpayment by employers, orders for payment within a specified period will be made
by the housing fund management center. Where employers fail to make payment within such period,
enforcement by the people’s court will be applied.
In case of failure to register and open accounts for depositing employees’ housing
provident funds, the housing fund management center shall order employers to go through the
formalities within a specified period, If employers fail to do such formalities within the
prescribed time, a fine of not less than RMB10,000 nor more than RMB50,000 shall be
imposed.
REGULATIONS IN RELATION TO TAX
Enterprise Income Tax
Under the Enterprise Income Tax Law of the PRC ( )
(the “EIT Law”), which became effective on January 1, 2008 and was last amended on
December 29, 2018, and the Regulations on the Implementation of EIT Law ( ʕശɛ͏΍ձ
ૢԷ) which was promulgated by the State Council on December 6,
2007, came into effect on January 1, 2008 and was last amended on December 6, 2024,
enterprises are classified as resident enterprises and non-resident enterprises. Enterprises
which are established in China in accordance with PRC laws or established pursuant to
foreign laws with their “de facto management bodies” located in the PRC are deemed a
“resident enterprise” and subject to an enterprise income tax rate of 25% on their global
income.
Transfer Pricing
Pursuant to the EIT Law and its implement rules and the Law of the People’s Republic of
China on the Administration of Tax Collection ( ), which
was first promulgated on September 4, 1992 by the SCNPC and amended on February 28,
1995, April 28, 2001, June 29, 2013 and April 24, 2015, related party transactions should
comply with the arm’s length principle. In the event that the related party transactions fail to
comply with the arm’s length principle resulting in the reduction of the enterprise’s taxable
income, the tax authority has power to make adjustments with reasonable methods within ten
years from the tax paying year that the non-compliant related party transaction had occurred.
Pursuant to such laws and regulations, any company entering into related party transactions
with another company shall submit an annual related party transactions reporting form
(ڌto the tax authority.
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Based on the Announcement of the State Administration of Taxation on Matters Relating to
the Improvement of Affiliated Declaration and Contemporaneous Document Management
(ʮѓ ) promulgated and
became effective on June 29, 2016, enterprises which have related-party transactions shall
prepare their contemporaneous documentation of related-party transactions (ࣘper tax
year and submit to the tax authority if required by the same.
Value-added Tax (“V AT”)
According to the Value-Added Tax Law of the People's Republic of China ( ʕശɛ͏΍
), which was promulgated on December 25, 2024 and became effective on
January 1, 2026, together with the Detailed Rules for the Implementation of the Provisional
Regulations of the PRC on Value-added Tax ( ),
which was promulgated on December 25, 1993, came into effect on the same day and was
amended on December 15, 2008 and October 28, 2011 with effect from November 1, 2011,
entities and individuals (including individual businesses) engaged in sale of goods, services,
intangible assets and immovables and importation of goods within the PRC are subject to the
payment of value-added tax.
Pursuant to the Notice of the MOF and the SAT on Adjusting Value-Added Tax Rates (݁
) effective on May 1, 2018, a taxpayer who was
previously subject to a 17% tax rate on V AT-taxable sales activities shall have the applicable tax rate
adjusted to 16%. According to the Announcement on Relevant Policies for Deepening Value-Added
Tax Reform (ʮѓ), which came into effect on April 1, 2019,
for V AT-taxable sales or imported goods of a V AT general taxpayer previously subject to
V AT tax rate of 16%, the tax rate shall be adjusted to 13%.
Dividend Withholding Tax
Pursuant to the EIT Law and related implementation regulations, dividends declared to
non-PRC resident investors who do not have an establishment or place of business in China, or
who have such an establishment or place of business but whose relevant income has no actual
connection with that establishment or place of business, are generally subject to a 10% income
tax rate, as long as the dividends are derived from sources within China.
Pursuant to the Arrangement between the Chinese Mainland and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with respect to Taxes on Income (ᅄ೼
τર) (the “Double Taxation Avoidance Arrangement”) and other applicable
laws of the People’s Republic of China, if a Hong Kong resident enterprise is recognized by the
competent tax authorities of the People’s Republic of China as meeting the relevant conditions
and requirements of the aforementioned Double Taxation Avoidance Arrangement and other
applicable laws, the 10% withholding tax on dividends received by the Hong Kong resident
enterprise from a resident enterprise of the People’s Republic of China can be reduced to 5%.
However, pursuant to the Notice of the State Administration of Taxation on Issues Concerning the
Implementation of the Dividend Clause of Tax Treaties (ࢹٰ֛
) issued by the SAT on February 20, 2009, if the relevant Chinese tax
authorities determine, at their discretion, that the company enjoys the reduced income tax rate
mainly due to its tax-driven structure or arrangement, the Chinese tax authorities may adjust the
preferential tax treatment.
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REGULATIONS IN RELATION TO BONDED ZONES
In accordance with the Measures of the People’s Republic of China Customs for the
Comprehensive Bonded Zones ( ) promulgated
by General Administration of Customs of the People’s Republic of China on January 1, 2022,
and amended on October 28, 2024, customs supervises and administers means of transport,
goods and their packaging, containers, articles entering or leaving the comprehensive bonded
zone, as well as enterprises within the zone in accordance with the Measures. Unless
otherwise stipulated by laws and regulations, goods shipped from the comprehensive bonded
zone to overseas are exempt from export tariffs. Goods moving between the comprehensive
bonded zone and other special customs supervision areas such as comprehensive bonded
zones or bonded supervision venues are subject to bonded treatment. No customs duties or
import-related taxes shall be levied on goods transferred between the comprehensive bonded
zone and other special customs supervision areas or bonded supervision venues. According to
Several Opinions of the State Council on Promoting High Level Opening-up and High Quality
Development of Comprehensive Bonded Zones (৷
ʍจԈ) promulgated on January 12, 2019, some opinions are as below:
(a) Strengthen enterprises’ dominant role in the market. Efforts should be made to simplify
customs business approval procedures, to support enterprises in comprehensive bonded zones
in filing for record on their own, to reasonably customize the verification cycle, to
independently report, and to make up tax payments independently. (b) Simplify entry and exit
management. It is allowed to implement convenient management mode for goods and articles
entering a comprehensive bonded zone from domestic areas that do not involve export tariffs,
do not involve trade control certificates, do not require tax refunds, and are not included in
customs statistics. (c) Facilitate the flow of goods. Efforts should be made to use intelligent
supervision means, to innovate supervision mode, to simplify business processes, to carry out
automatic data comparison and automatic release at customs or ports, to realize direct
point-to-point circulation of bonded goods, to reduce operating costs, and to improve
supervision efficiency. In accordance with the Announcement on Value-Added Tax and
Consumption Tax Policies in Respect of Export Businesses (೼ձऊ൬೼
ʮѓ), goods declared to the customs and entering bonded port areas approved by the
State, comprehensive bonded zones, the Zhuhai Park of the Zhuhai-Macao Cross-Border
Industrial Zone, and bonded logistics centers (Type B) (hereinafter collectively referred to as
the “special zones”) and sold to entities within such special zones or to overseas entities or
individuals shall be deemed as exports.
LA WS AND REGULATIONS RELATING TO OVERSEAS SECURITIES OFFERING
AND LISTING BY DOMESTIC COMPANIES
Securities Laws and Regulations
The Securities Law of the RRC () (the “Securities Law”),
promulgated by the SCNPC on December 29, 1998, latest amended on December 28, 2019 and
came into effect on March 1, 2020, comprehensively regulates activities in the Chinese
Mainland securities market including issuance and trading of securities, takeovers by listed
companies, securities exchanges, securities companies and the duties and responsibilities of
securities regulatory authorities, etc. The CSRC is the securities regulatory body set up by the
State Council to supervise and administer the securities market according to law, maintain
order in the market, and ensure the market operates in a lawful manner. Currently, the issue
and trading of H shares are principally governed by the regulations and rules promulgated by
the State Council and the CSRC.
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Overseas Listings
According to the Trial Administrative Measures of Overseas Securities Offering and
Listing by Domestic Companies ( ) and
relevant guidelines promulgated by the CSRC on February 17, 2023 and effective on March
31, 2023 (the “Trial Measures”), a domestic company that seeks to offer and list securities in
overseas markets shall fulfill the filing procedure with the CSRC as per requirement of the
Trial Measures. Initial public offerings or listings in overseas markets shall be filed with the
CSRC within 3 working days after the relevant application is submitted overseas.
According to Provisions on Strengthening Confidentiality and Archives Administration
in Respect of Overseas Issuance and Listing of Securities by Domestic Companies (̋
 ) (the “Provisions on
Strengthening Confidentiality and Archives Administration ”) jointly issued by the CSRC
and other relevant departments on February 24, 2023 and effective on March 31, 2023, in the
course of overseas issuance and listing of domestic enterprises, domestic enterprises and
securities companies and securities service agencies which provide the corresponding
services shall strictly comply with the relevant laws and regulations of the PRC and the
requirements of the Provisions on Strengthening Confidentiality and Archives Administration,
strengthen legal awareness of confidentiality of State secrets and archives administration,
establish a sound system for confidentiality and archives work, adopt the requisite measures to
perform the responsibilities of confidentiality and archives administration, and shall not
divulge State secrets and work secrets of State agencies or harm State and public interests.
THAILAND REGULATORY OVERVIEW
Below sets out a summary of certain aspects of laws and regulations of Thailand, which
are relevant to the Group’s Thai subsidiaries.
Laws and Regulations in relation to International Trade Matters
The importation of goods into Thailand is subject to compliance with Thai customs
procedures, including goods declaration and the payment of customs duties. These processes
are administered and overseen by the Thai Customs Department. The procedures may vary
depending on the type of goods being imported. Certain categories of goods may require
import licenses, while others may be classified as controlled goods, in which case additional
regulatory oversight by other governmental agencies is required, pursuant to the relevant
specific legislation.
Importation of Goods into Thailand
The importation of goods into Thailand is governed by customs procedures administered
by the Thai Customs Department. Importers are required to comply with relevant regulations
concerning goods declaration, customs valuation, and the payment of applicable duties and
taxes. In addition, certain types of goods may be subject to licensing requirements or specific
regulatory controls imposed by relevant governmental authorities, depending on the nature of
the goods.
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Tariffs
When goods are imported into Thailand, they are subject to several types of taxes and
duties in accordance with Thai laws and regulations. These include (i) Import Duty, referring
to a tariff levied on imported goods based on their classification under the Harmonized System
(HS) tariff schedule; the applicable rates vary depending on the type of goods and can range
from 0% to 80%; (ii) VAT, imposed at a standard rate of 7% on the total value of the imported
goods; the taxable base includes the cost of the goods, insurance, freight (CIF value), and any
applicable import duty or excise tax; (iii) Excise Tax (on specific goods only), applying to
specific categories of products such as alcoholic beverages, tobacco, oil, perfumes, and motor
vehicles; the rates are determined based on the product type and are regulated under
Thailand’s Excise Act; (iv) Interior Tax (where applicable) ; in some cases, a local tax of
10% of the excise tax amount is also levied, particularly on excisable goods; this is collected
in addition to the excise tax; and (v) Customs Fees and Charges , which may include fees for
customs clearance and other administrative services; while typically modest in amount, they
are part of the total cost of importing goods.
Import Structure in Thailand
The importation of goods into Thailand is subject to customs procedures under the
supervision of the Thai Customs Department. Importers intending to bring goods into the
country are required to register and operate via the electronic customs system (the
“e-Customs”) and must be either a licensed customs broker or utilize an authorized customs
clearance agent. Goods Release Procedures, during which customs officials may inspect
documents and, where deemed necessary, physically examine the imported goods prior to
granting release from the customs bonded area. Certain categories of goods may be designated
as “controlled goods” and require prior approval or licensing from competent regulatory
bodies, such as the Food and Drug Administration, Department of Industrial Works, or Thai
Industrial Standards Institute, depending on the nature of the goods.
Laws and Regulations in relation to Labor and Employment Matters
Employment in Thailand is primarily governed by the Labour Protection Act B.E. 2541
(1998) and the Labour Relations Act B.E. 2518 (1975), along with other supplementary
regulations. Employment relationships are generally formalized through written contracts,
although such contracts are not mandatory by law if the elements of employment, such as
subordination, remuneration, and continuity are present.
Laws and Regulations in Relation to Intellectual Property Matters
In Thailand, the protection of intellectual property (IP) rights is governed by a series of
specific statutes, depending on the type of IP involved. The primary regulatory authority is the
Department of Intellectual Property (DIP), Ministry of Commerce, in coordination with other
competent authorities depending on the nature of the rights. The legal framework
encompasses patents, trademarks, copyrights, designs, trade secrets, and plant variety rights.
Thailand maintains a comprehensive legal framework for the protection of intellectual
property rights, encompassing patents, trademarks, copyrights, trade secrets, and other forms
of IP. These laws align with international standards and aim to ensure the protection and
promotion of innovation and creativity within the country.
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Laws and Regulations in Relation to Data Protection and Privacy Matters
Data protection and privacy in Thailand are governed by the Personal Data Protection
Act B.E. 2562 (2019) (“ PDPA”), which came into full effect on June 1, 2022. The PDPA
serves as the primary legal framework for regulating the collection, use, and disclosure of
personal data by data controllers and data processors in both the public and private sectors.
Non-compliance with the PDPA may lead to administrative, civil, and criminal penalties.
Administrative fines may reach up to THB five million per violation, and certain violations
may result in criminal sanctions, including imprisonment.
Laws and Regulations in Relation to Tax Matters
Thailand’s tax system is primarily governed by the Revenue Code, which provides the
legal basis for the imposition of taxes at the national level. The Thai tax structure is
centralized and administered by the Revenue Department under the Ministry of Finance. The
main types of taxes applicable to businesses include corporate income tax, V AT, specific
business tax, stamp duty, and withholding tax: (i) corporate income tax is levied on both Thai
and foreign companies operating in Thailand. Resident companies are taxed on their
worldwide income, while non-resident companies are taxed only on income derived from
sources within Thailand. Reductions or exemptions may be available under investment
promotion schemes regulated by the BOI or through double taxation agreements (DTAs);
(ii) V AT is a consumption tax imposed at each stage of the production and distribution
process; the standard V AT rate is 7%, although certain goods and services may be exempt or
zero-rated, such as exports or basic necessities; (iii) withholding tax is applicable to certain
types of payments made to both resident and non-resident entities, including interest,
dividends, royalties, and service fees; the applicable rates vary depending on the nature of the
payment and may be reduced under applicable DTAs; (iv) specific business tax (SBT) applies
to businesses engaged in specific activities not subject to V AT, such as banking, financial
institutions, and real estate; the tax rate varies based on the business type; and (v) stamp duty
is imposed on legal instruments such as contracts, leases, and certain financial transactions;
the rates vary depending on the document type and transaction value.
Laws and Regulations in relation to Foreign Capital Matters
In Thailand, foreign investment is primarily governed by the Foreign Business Act B.E.
2542 (1999) (“FBA”), which outlines specific restrictions and conditions on foreign
participation in various business sectors. Under the FBA, a foreigner — defined as a non-Thai
individual or entity, or a Thai entity with foreign ownership exceeding 50% — is generally
prohibited from engaging in certain restricted businesses unless a Foreign Business License
(FBL) or other relevant exemption is granted, such as those under investment promotion
schemes. Additionally, the Bank of Thailand (“ BOT”) and the Ministry of Finance regulate
foreign exchange controls and capital flows through the Exchange Control Act B.E. 2485
(1942) and related ministerial notifications. Foreign capital brought into Thailand must be
reported to authorized financial institutions, especially when involving remittances, loans, or
capital injections. Proper documentation and remittance purpose codes are required for the
repatriation of profits, dividends, loan repayments, and disinvestment.
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Laws and Regulations in relation to Anti-Corruption Matters
Thailand has established a legal framework to address corruption, bribery, and related
misconduct, primarily through the Organic Act on Anti-Corruption B.E. 2561 (2018). In
addition, Thailand is a party to several international anti-corruption conventions, such as the
United Nations Convention against Corruption. This commitment is reflected in the activities
of the National Anti-Corruption Commission, which is empowered to investigate, adjudicate,
and enforce anti-corruption regulations.
Laws and Regulations in Relation to Environmental Matters
Thailand has established a comprehensive legal framework for environmental protection
through various statutes, sub-regulations, and administrative measures at both national and
local levels. The primary legislation governing environmental matters is the Enhancement and
Conservation of National Environmental Quality Act B.E. 2535 (1992), as amended, which
sets out the responsibilities of government agencies and the private sector in the protection
and management of the environment. In addition to the main act, other relevant legislation
includes the Factory Act B.E. 2535 (1992), governing industrial operations and pollution
control; Public Health Act B.E. 2535 (1992), dealing with waste and sanitary management;
Hazardous Substances Act B.E. 2535 (1992), regulating hazardous materials and chemicals;
Water Resources Act B.E. 2561 (2018), managing water quality and usage; and Wildlife
Preservation and Protection Act B.E. 2562 (2019), protecting biodiversity and ecosystems.
Legal liability in environmental matters may arise in three forms: (i) Administrative liability,
such as fines, license suspension, or revocation; (ii) Civil liability, which includes
compensation for damages caused to affected parties or the environment; and (iii) Criminal
liability, which may be imposed on individuals or corporate officers for serious violations.
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OVERVIEW
Our history began in June 2002, when our predecessor, Delton Technology (Guangzhou)
Co., Ltd. (ʮ̡), was established in the PRC by DELTON HOLDINGS
LIMITED (currently known as Broad Technology Inc., “ BTI”). Subsequently, in May 2013,
Mr. Xiao (an executive Director, the chairman of the Board, Ms. Liu’s spouse and a member of
our Controlling Shareholders Group), together with Ms. Liu (a non-executive Director, Mr.
Xiao’s spouse and a member of our Controlling Shareholders Group) acquired 92.50% equity
interest in our predecessor at the relevant time. Leveraging his expertise and extensive
industry experience, Mr. Xiao has led us in the research and development of PCBs. For details
of the background of Mr. Xiao and Ms. Liu, see “Directors and Senior Management —
Directors” in this Prospectus.
Over the years, our Group has evolved and committed to the development, manufacture
and sales of customized PCBs for high performance servers and other computing applications,
covering application scenarios including cloud computing and datacenters,
telecommunications, automotive electronics, consumer electronics and other industries.
According to Frost & Sullivan, we ranked (i) first among high performance server PCB
manufacturers headquartered in the Chinese Mainland, and (ii) third among high performance
server PCB manufacturers globally, in each case in terms of cumulative revenue from 2022 to
2024, representing a global market share of 4.9%.
In June 2020, our Company was converted into a joint stock limited company from a
limited liability company. In April 2024, our A Shares were listed on the main board of the
Shenzhen Stock Exchange (stock code: 001389).
BUSINESS MILESTONES
The following is a summary of our key business development milestones.
Year Event
2002 .... O u r predecessor was established in the PRC by BTI, a subsidiary of First
International Computer Inc. (an automative design solution provider and
system integrator founded in Taiwan and a company listed on the Taiwan
Stock Exchange (stock code: 3701)).
2013 .... M r . Xiao and Ms. Liu acquired 92.50% equity interest in our predecessor.
2015 .... W e w e r e recognized as one of “China’s Top 100 Electronic Circuit
Companies” (ʕ਷ཥɿཥ༩Бุϵ੶) by China Printed Circuit
Association.
2020 .... W e were converted into a joint stock limited company.
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Year Event
2022 .... O u r C P U motherboards were selected among the seventh batch of
“National Manufacturing Single Champion Products (ପ
ۜin 2022, organized jointly by the Ministry of Industry and Information
Technology (“MIIT”) (ʷ௅፬ʮᝂ ) and the China
Federation of Industrial Economics ( ʕ਷ʈุ຾᏶ᑌΥึ).
2023 .... W e further expanded our international business and outreach through the
launch of our “multi-layer high-density PCB project” (ؐ
ධͦ) by Thailand Delton (our wholly-owned subsidiary), which comprised
establishment of large-scale production facilities and local business
cooperation initiatives in Thailand.
We were awarded the “Guangdong Science and Technology Progress
Award” (ҦආӉᆤ) by the Department of Science and
Technology of Guangdong Province.
2024 .... W e were listed on the main board of the Shenzhen Stock Exchange (stock
code: 001389).
We were recognized as one of the “2024 National Green Factories” (2024
ॴၠЍʈᅀ) by the MIIT and one of the “2024 Service-Oriented
Manufacturing Demonstration Projects of Guangdong Province” (2024 ϋ
ႡிͪᇍʮѓΤఊ) by the Department of Industry and
Information Technology of Guangdong Province.
OUR SUBSIDIARIES
The following sets out the principal business activities, place of establishment and date
of establishment and commencement of business of our subsidiaries, all of which are
wholly-owned subsidiaries of our Company:
Name of subsidiary
Place of
establishment/
incorporation
Date of
establishment/
incorporation Principal business activities
Delton International .... Hong Kong January 3, 2019 Sales of PCBs
Huangshi Delton ..... P R C September 9, 2019 Research, development,
manufacture and sales of
PCBs
Dongguan Delton ..... P R C January 28, 2021 Manufacture and processing of
PCB accessories
Delton Investment ..... B V I April 4, 2023 Investment holding
Thailand Delton ...... Thailand May 19, 2023 Manufacture and sales of PCBs
Delton Technology Inc . . U.S. April 1, 2025 Research, development and
distribution of PCBs
For details of changes in the registered capital of our subsidiaries, see “Statutory and
General Information — A. Further Information about Our Group — 3. Changes in the Share
Capital of Our Subsidiaries” as set out in Appendix VI to this Prospectus.
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MAJOR SHAREHOLDING CHANGES OF OUR COMPANY
1. Establishment and Early Development
In June 2002, our predecessor, Delton Technology (Guangzhou) Co., Ltd. (Ҧ
ʮ̡), was established under the laws of the PRC as a limited liability company
by BTI, the sole shareholder thereof at the relevant time, with an initial registered share
capital of USD11.6 million. Our total registered share capital was further increased to
USD27.6 million following the completion of a capital injection by BTI in October 2003.
2. Acquisition of Equity Interest by Our Controlling Shareholders in 2013
In May 2013, Mr. Xiao and Ms. Liu acquired 92.50% equity interest in our predecessor
from BTI. Immediately upon completion of the above equity transfer, our predecessor was
held as to 92.5% by Dongguan Guanghua Industrial Investment Co., Ltd. (୷̹ᄿശྼุҳ
ʮ̡,“ Guanghua Investment ”) and 7.5% by BTI.
3. Equity Transfers and Establishment of Employee Incentive Platforms in 2016
In December 2016, for the purposes of internal shareholding restructuring and
establishment of employee incentive platforms, Guanghua Investment transferred its entire
92.50% equity interest in our predecessor to the following parties, comprising: (i) 57.50%
equity interest to Zhenyun Investment; (ii) 10.00% equity interest to Guangsheng Investment;
(iii) 10.00% equity interest to Guangcai Investment; and (iv) 15.00% equity interest to
Guangxie Investment, respectively. Each of Guangsheng Investment, Guangcai Investment
and Guangxie Investment is an employee incentive platform of our Company established in
November 2016.
4. Equity Transfers and Capital Injections between 2016 and 2020
Upon the completion of several rounds of equity transfers and capital injections between
2016 and 2020, our total issued share capital was further increased to RMB276,380,947 in
April 2020, and our shareholding structure was as follows:
Shareholder Number of Shares Shareholding Percentage
Zhenyun Investment ............. 135,144,640 48.90%
Guangxie Investment ............ 34,152,077 12.36%
Guangsheng Investment .......... 22,768,052 8.24%
Guangcai Investment ............. 22,768,052 8.24%
Other Shareholders (1) ............. 61,548,126 22.26%
Total ........................ 276,380,947 100.00%
Note:
(1) Such 61,548,126 Shares were held by 11 Shareholders, among which, save for Xinyu Senze Mergers
and Acquisitions Investment Management Partnership (Limited Partnership) ( อቱಌዣԻᒅҳ༟၍ଣ
ΥྫΆุ(Υྫ)) which held approximately 6.90% equity interest in our predecessor, each of the
remaining 10 Shareholders held less than 5% equity interest in our predecessor. To the best knowledge
of our Directors, each of such 11 Shareholders was an Independent Third Party.
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5. Conversion into Joint Stock Limited Company
On June 22, 2020, we were converted from a limited liability company to a joint stock
limited company (the “ Conversion”) and renamed as Delton Technology (Guangzhou) Inc.
(ʮ̡). Immediately upon completion of the Conversion, our
Company had a total issued share capital of RMB350,000,000 with a nominal value of RMB1
per Share.
Subsequent to the Conversion and upon completion of an equity transfer and a capital
injection between 2020 and 2021, our total issued share capital was further increased to
RMB380,000,000, comprising a total of 380,000,000 Shares, in July 2021.
6. Listing on the Shenzhen Stock Exchange
On April 2, 2024, our A Shares were listed on main board of the Shenzhen Stock
Exchange (the “ A Share Listing”). In connection with the A Share Listing, we issued an
aggregate of 42,300,000 A Shares (representing approximately 10.02% of our total issued
share capital immediately following the completion of the A Share Listing) and raised net
proceeds of approximately RMB653.46 million. Our shareholding structure immediately
following the completion of the A Share Listing was as follows:
Shareholder Number of A Shares Shareholding Percentage
Zhenyun Investment ............. 171,142,853 40.53%
Guangxie Investment ............ 43,249,099 10.24%
Guangsheng Investment .......... 28,832,734 6.83%
Guangcai Investment ............. 28,832,734 6.83%
Other A Shareholders ............. 150,242,580 35.57%
Total ........................ 422,300,000 100.00%
In connection with our A Share Listing, (i) the 171,142,853 A Shares held by Zhenyun
Investment, (ii) the 43,249,099 A Shares held by Guangxie Investment, (iii) the 28,832,734 A
Shares held by Guangsheng Investment and (iv) the 28,832,734 A Shares held by Guangcai
Investment are subject to a lock-up period of 36 months since the listing date of our A Shares
(i.e. up until April 1, 2027). Save as disclosed above, no other A Shares of our Company were
subject to any lock-up arrangements in connection with our A Share Listing as of the Latest
Practicable Date.
For details of the changes to the share capital of our Company after the A Share Listing
and up to the Latest Practicable Date, see “Statutory and General Information — A. Further
Information about Our Group — 2. Changes in the Share Capital of Our Company” as set out
in Appendix VI to this Prospectus.
MAJOR ACQUISITIONS, DISPOSALS AND MERGERS
Throughout the Track Record Period and as of the Latest Practicable Date, we had not
conducted any major acquisitions, disposals or mergers.
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OUR A SHARE LISTING AND REASONS FOR THE H SHARE LISTING
Since April 2024, our A Shares have been listed on the Shenzhen Stock Exchange. Our
Directors confirm that, since our A Share Listing and up to the Latest Practicable Date, there
had been no instance of any material non-compliance with the applicable rules of the
Shenzhen Stock Exchange and other applicable PRC securities laws and regulations. To the
best knowledge of our Directors, there are no material matters in relation to our compliance
record on the Shenzhen Stock Exchange that should be brought to the attention of the Stock
Exchange or potential investors of the Global Offering. Our PRC Legal Advisor is of the view
that, since our A Share Listing and up to the Latest Practicable Date, there had been no
instance of any material non-compliance with the applicable rules of the Shenzhen Stock
Exchange and other applicable PRC securities laws and regulations.
Based on the independent due diligence conducted by the Joint Sponsors and our PRC
Legal Advisor’s view as disclosed above, no material matter has come to the Joint Sponsors’
attention that would cause them to disagree with our Directors’ confirmation with regard to
the compliance record of our Company on the Shenzhen Stock Exchange.
We seek to list our H Shares on the Stock Exchange to establish an international capital
operation platform, advance our brand awareness on global scale, reinforce our industry
standing and enhance our competitiveness to support sustainable development and
governance. For details, see “Business — Our Strategies” and “Future Plans and Use of
Proceeds” in this Prospectus.
PREVIOUS STAR LISTING APPLICATION
We had previously considered the possibility of seeking an initial public offering on the
Science and Technology Innovation Board of Shanghai Stock Exchange (“ STAR”) and had
applied for listing of our Shares on STAR (the “ STAR Application”) in December 2020. We
voluntarily withdrew the STAR Application in March 2021 and opted for application for
listing of our Shares on the main board of the Shenzhen Stock Exchange, having regard to our
business development strategy and availability of capital raising platform, in November 2021.
We completed our A Share Listing in April 2024.
Our Company received major comments from the Shanghai Stock Exchange in January
2021 regarding its STAR Application (with respect to the track record period of the three years
ended December 31, 2019 and the six months ended June 30, 2020, the “ STAR Application
Track Record Period”) with regards to our Group’s business operations (including core
technologies, product production processes and factors underpinning business growth) and
our Group’s financial information (including revenue recognition, analysis and explanation of
revenue trends and cost structures). Our Company has also received other comments from the
Shanghai Stock Exchange regarding requests to disclose or provide further details on, among
others, historical shareholding changes of our Company, our controlling shareholders,
establishment of our PRC subsidiary and certain historical business cooperation and asset
acquisition terminated or completed during the STAR Application Track Record Period. Our
Company decided to voluntarily withdraw the STAR Application in early 2021 having regard
to our business development strategy and availability of capital raising platform and therefore
did not submit any written response to the Shanghai Stock Exchange in respect of such
comments.
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Similar comments were raised by the Shenzhen Stock Exchange and the CSRC during
our Company’s subsequent application for A Share Listing (with respect to the track record
period of the three years ended December 31, 2022 and the six months ended June 30, 2023,
the “A Share Listing Track Record Period ”). The Shenzhen Stock Exchange and the CSRC
primarily sought clarification as to whether the issues pertaining to such comments had been
sufficiently addressed and whether they were still applicable to the A Share Listing Track
Record Period. In this regard, our Company has provided thorough responses and explanation
by demonstrating that the issues pertaining to such comments had been resolved in all material
respects and/or did not have any material adverse impact on our business during the A Share
Listing Track Record Period, while the remaining comments regarding the STAR application
(not otherwise raised during the application for the A Share Listing) either concerned
related-party financing transactions which occurred outside of the A Share Track Record
Period or were addressed through relevant disclosure in the prospectus for the A Share
Listing.
Based on the aforementioned reasons, our Directors consider that the major comments
regarding the STAR Application have been adequately addressed in all material respects.
Our Directors are of the view, and the Joint Sponsors concur, that there are no material
matters in relation to the STAR Application that need to be brought to the attention of the
Stock Exchange and potential investors.
CORPORATE STRUCTURE
Corporate Structure Immediately Before the Global Offering
The following chart sets forth the simplified shareholding and corporate structure of our
Group immediately before the Global Offering.
0.10%
99.90%
Our Company
6.76% 6.76%

 10.14%



10.00%
26.01% 51.04%



 Huangshi Delton Delton InternationalDongguan Delton
Delton Investment Thailand DeltonDelton Technology Inc

Ms. Liu  Mr. Xiao
Guangcai
Investment

(2)
Zhenyun
Investment
Guangsheng
Investment (1)
10.00 %
Other
A Shareholders

(3)
Guangxie
Investment
100% 100% 100%
100% 100% 2%
98%
36.20%40.13%
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Notes:
(1) As of the Latest Practicable Date, Guangsheng Investment was held as to: (i) 10.00% by Mr. Xiao as the sole
general partner thereof; (ii) approximately 26.01% by Ms. Liu as a limited partner thereof; (iii) approximately
25.09% by Mr. Guan Shuchun (݆our former deputy general manager, as a limited partner thereof; (iv)
approximately 5.02% by Mr. Zeng Yangqing ( ಀเ૶), our deputy general manager and secretary to the
Board, as a limited partner thereof; (v) approximately 2.81% by Ms. He Jianqing (ڡour chief financial
officer, as a limited partner thereof; and (vi) approximately 31.07% by the remaining 28 limited partners,
each of whom was an employee of our Company and an Independent Third Party, holding less than 5%
partnership interest in Guangsheng Investment.
(2) As of the Latest Practicable Date, Guangcai Investment was held as to: (i) 10.00% by Mr. Xiao as the sole
general partner thereof; (ii) approximately 51.04% by Ms. Liu as a limited partner thereof; (iii) approximately
5.50% by Mr. Zeng Yangqing as a limited partner thereof; (iv) approximately 2.01% by Mr. Peng Jinghui (ు
ᗝሾ), our executive Director and employee representative Director, as a limited partner thereof; and (v)
approximately 31.45% by the remaining 31 limited partners, each of whom was an employee of our Company
and an Independent Third Party, holding less than 5% partnership interest in Guangcai Investment, save and
except for one participant who held approximately 5.49% partnership interest therein as an Independent Third
Party.
(3) As of the Latest Practicable Date, Guangxie Investment was held as to (i) approximately 66.67% by Ms. Zeng
Hong (ߎour executive Director and our general manager, as the sole general partner thereof; (ii) 20.00%
by Mr. Wang Jun (ࢡour deputy general manager, as a limited partner thereof; and (iii) approximately
13.33% by Mr. Li Qinyuang (ኇಝ๕), our deputy general manager and chief engineer, as a limited partner
thereof.
(4) Certain figures in the table are subject to rounding. Accordingly, figures shown as totals in the table may not
be an arithmetic aggregation of the figures preceding them.
Corporate Structure Immediately After the Global Offering
The following chart sets forth the simplified shareholding and corporate structure of our
Group immediately after the completion the Global Offering (assuming no other changes are
made to the issued share capital of our Company between the Latest Practicable Date and the
Listing).
0.10%
99.90%
Ms. Liu  Mr. Xiao
Our Company
H Shareholders Other
A Shareholders  Guangcai
Investment

(2)
Zhenyun
Investment
Guangsheng
Investment (1)

10.00%
26.01% 51.04%

(3)
Guangxie
Investment
 Huangshi Delton Delton InternationalDongguan Delton
Delton Investment Thailand Delton
36.22% 6.10% 6.10% 9.15%

32.68% 9.74%
10.00 %

Delton Technology Inc
100% 100% 100%
100% 2%
98%
100%
Notes (1) to (3): please refer to the details contained in the preceding page.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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CAPITALIZATION OF OUR COMPANY
The following table sets out our shareholding structure as of the Latest Practicable Date
and immediately after completion of the Global Offering (assuming no other changes are
made to the issued share capital of our Company between the Latest Practicable Date and the
Listing), respectively:
As of the Latest Practicable Date
Immediately after completion of
the Global Offering (1)
Shareholder
Number of
A Shares
Number of
H Shares
Approximate
percentage
of interest
in relevant
class of
Shares
Approximate
percentage
of interest
in total
issued share
capital
Number of
A Shares
Number of
H Shares
Approximate
percentage
of interest
in relevant
class of
Shares
Approximate
percentage
of interest
in total
issued share
capital
1 .... Z h e n y u n
Investment
171,142,853 – 40.13% 40.13% 171,142,853 – 40.13% 36.22%
2 .... G uangxie
Investment
43,249,099 – 10.14% 10.14% 43,249,099 – 10.14% 9.15%
3 .... G uangsheng
Investment
28,832,734 – 6.76% 6.76% 28,832,734 – 6.76% 6.10%
4 .... G uangcai
Investment
28,832,734 – 6.76% 6.76% 28,832,734 – 6.76% 6.10%
5 .... O ther A
Shareholders
154,389,062 – 36.20% 36.20% 154,389,062 – 36.20% 32.68%
6 .... H Shareholders ––––– 46,000,000 100.00% 9.74%
Total 426,446,482 – 100.00% 100.00% 426,446,482 46,000,000 – 100.00%
Note:
(1) The calculation is based on the total number of 426,446,482 A Shares in issue immediately following the
completion of the Global Offering (assuming no other changes are made to the issued share capital of our
Company between the Latest Practicable Date and the Listing).
(2) Certain figures in the table are subject to rounding. Accordingly, figures shown as totals in the table may not
be an arithmetic aggregation of the figures preceding them.
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Satisfaction of the Public Float Requirement
Rule 8.08(1) (as amended and replaced by Rule 19A.13A) of the Listing Rules provides
that, where a new applicant is a PRC issuer with other listed shares at the time of listing, this
will normally mean that the portion of H shares for which listing is sought that are held by the
public, at the time of listing, must (a) represent at least 10% of the issuer’s total number of
issued shares in the class to which H shares belong (excluding treasury shares); or (b) have an
expected market value of not less than HK$3,000,000,000.
Our A Shares are listed on the Shenzhen Stock Exchange. The total number of the H
Shares to be issued pursuant to the Global Offering represents approximately 9.74% of the
total issued share capital of our Company. Immediately following the completion of the
Global Offering (assuming no other changes are made to the issued share capital of our
Company between the Latest Practicable Date and the Listing), the H Shares expected to be
held by the public have an expected value of approximately HK$3.31 billion (calculated based
on the maximum Offer Price of HK$71.88 per H Share), which is higher than the prescribed
market value of the H Shares required to be held by the public of HK$3 billion under Rule
19A.13A(2). Based on the above, it is expected that our Company will satisfy the public float
requirements as required under Rule 19A.13A(2) of the Listing Rules.
Satisfaction of the Free Float Requirement
Rule 8.08A (as amended and replaced by Rule 19A.13C) of the Listing Rules provides
that, where a new applicant is a PRC issuer with other listed shares at the time of listing, this
will normally mean that the portion of H shares for which listing is sought that are held by the
public and not subject to any disposal restrictions (whether under contract, the Listing Rules,
applicable laws or otherwise), at the time of listing, must: (a) represent at least 5% of the total
number of issued shares in the class to which H shares belong at the time of listing (excluding
treasury shares), with an expected market value at the time of listing of not less than
HK$50,000,000; or (b) have an expected market value at the time of listing of not less than
HK$600,000,000.
Assuming that the final Offer Price is fixed at the maximum Offer Price of HK$71.88 per
Offer Share, save for 20,674,800 H Shares (representing 4.38% of our total issued Shares
immediately upon completion of the Global Offering) to be issued to the cornerstone investors
that are subject to disposal restrictions for a period of six months from the Listing Date, the
remaining 25,325,200 H Shares with an expected market capitalization of approximately
HK$1,820.38 million, which is higher than HK$600 million under Rule 19A.13C, will not be
subject to any disposal restrictions (whether under contract, the Listing Rules, applicable laws
or otherwise) at the time of the Listing. Our Company will satisfy the free float requirement
under Rule 19A.13C of the Listing Rules.
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OVERVIEW
Who We Are
We primarily develop, manufacture and sell customized PCBs for high performance
servers and other computing applications. High performance servers undertake core
computing tasks and are specifically designed for compute-intensive tasks, with their core
function being the efficient processing of large-scale data, complex algorithms, and
compute-intensive operations. High performance servers mainly include AI servers and
general-purpose servers. According to Frost & Sullivan:
• we ranked (i) first among high performance server PCB manufacturers
headquartered in the Chinese Mainland, and (ii) third among high performance
server PCB manufacturers globally, in each case in terms of cumulative revenue
form 2022 to 2024, representing a global market share of 4.9%; and
• we ranked (i) first among CPU motherboard PCB (for high performance servers)
manufacturers headquartered in the Chinese Mainland, and (ii) third among CPU
motherboard PCB (high performance servers) manufacturers globally, in each case
in terms of cumulative revenue from 2022 to 2024, representing a global market
share of 12.4%.
PCBs are circuit boards with predefined conductive pathways formed on insulating
substrates, serving as critical and foundational components that support and connect
electronic components within electronic devices, often referred to as the “mother of electronic
products.” In high performance servers, PCBs primarily facilitate data transmission and heat
dissipation among server chips, memory modules and other critical components. With our
core focus on high performance server and other computing application PCBs, we also
strategically expand our product offerings. As of September 30, 2025, our PCB products
covered (i) computing application mainly including high performance PCBs, such as AI server
PCBs and general-purpose server PCBs, and datacenter switch PCBs, (ii) industrial
application mainly including industrial control PCBs used in equipment, automotive PCBs,
which include applications such as central control units, and communication PCBs, and
(iii) consumer application mainly including consumer electronics PCBs used in products such
as printers, laptops, wearable devices and emerging display devices (including mini and micro
LED displays), and security electronics PCBs.
Set forth below are our ranking and business highlights:
Serve 8 out of the world’s top10(2)
server manufacturers
MIIT-recognized
Smart Manufacturing
Demonstration Factory
for High-end Server PCBs
Fully engage
in the preliminary research and validation
testing stages for leading server
manufacturers(5)
27.6%(6)
Return on equity in 2024Market share of CPU motherboard
PCBs for high performance servers
12.4%(3)
Global Market Share
Revenue growth for seven consecutive
years from 2017 to 2024
RMB3.7 billion
Revenue in 2024
39.4%
YOY increase
No.1(1)
Headquartered in
Chinese Mainland
No.3(1)
globally
among high performance server
PCB manufacturers
RMB676.1
million
Net profit in 2024
18.1%
Net profit margin
in 2024
Over 70%(4)
Proportion of offshore revenue
in 2024
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Notes:
(1) We ranked third among high performance server PCB manufacturers globally, and ranked first among
high performance server PCB manufacturers headquartered in the Chinese Mainland based on the
cumulative revenue from high performance server PCBs from 2022 to 2024.
(2) Based on their respective revenue in 2024 according to Frost & Sullivan.
(3) Based on cumulative revenue from CPU motherboard PCB for high performance servers (including AI
server CPU motherboards and general-purpose server CPU motherboards) from 2022 to 2024. Our
market share of CPU motherboard PCB for high performance servers continued to increase from 2022
to 2024.
(4) Based on our revenue from PCBs in 2024 by offshore delivery destinations.
(5) We fully engage in the preliminary research and validation testing stages for our customers’ new
products, encompassing engineering validation test stage, design validation test stage, production
validation test stage, and the final mass production stage. For further details, see “— Our Strengths —
Rapid and Customized Product Delivery Capabilities Through Joint Design Manufacturing.”
(6) Return on equity equals net profit divided by the arithmetic mean of the opening and closing balances
of total equity for the relevant year, and multiplied by 100%. For the nine months ended September 30,
2025, return on equity is annualized by dividing profit for the nine months ended September 30, 2025
by 270 and multiplied by 360, then divided by the arithmetic mean of the opening and closing balance
of total equity for this period.
Our Technological Capabilities
We continue to build our technological strengths in computing application PCBs. Under
the leadership of our Chairman Mr. Xiao Hongxing, our founding team realized early the
significant market potential for high performance PCBs since 2002. Considering the long
R&D cycles, technological complexity, and lengthy customer certification periods required
for high performance server PCBs, we believe early strategic deployment is crucial to our
competitive advantages. We therefore focused our R&D on applying PCB base materials that
carry fast digital signals with lower signal loss and less distortion for cloud computing, and
have since carried out a series of research:
• Materials. We have built a comprehensive database and certification system for
PCB base materials that carry fast digital signals with lower signal loss and less
distortion. This allows us to select, validate and apply optimal PCB materials based
on nuanced customer specifications, which could reduce our response times
thereby capturing emerging market opportunities in an efficient manner. As of
September 30, 2025, we have completed electrical and thermal performance
validations for materials spanning M6 to M8 grades (with higher-numbered grades
representing materials with incrementally superior electrical properties and greater
thermal stability) and are in the process of conducting validations for materials on
M9 grades. These are essential for stable and low-loss data transmission in
advanced computing applications. Furthermore, we have completed testing on the
reliability of these materials under demanding operational conditions, including
conductive anodic filament testing and thermal cycling, validating robustness and
long-term reliability of these materials, which enables us to proactively meet
advanced technological demands from leading global customers;
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• Manufacturing processes. We have developed manufacturing processes tailored to
high performance server PCBs, with continual refinements to satisfy evolving and
customized market demands. In the AI server PCB segment, for example, we
actively advance high-layer-count PCBs and high-level HDI PCB manufacturing
processes. As of the Latest Practicable Date, we have successfully developed
50-layer AI server PCBs and completed validation for the manufacturing processes
of HDI PCBs of up to 7+. Additionally, we developed a pulsed plasma cleaning
process and high-aspect-ratio through-hole plating technology, increasing the deep
plating capability to 80% and controlling heavy copper uniformity errors within 5%
tolerance. Together with our other advances in manufacturing processes, we have
reduced the failure detection time, production efficiency; in parallel, we are
advancing research in critical areas such as high-layer-count alignment accuracy,
high-aspect-ratio drilling, deep back-drill residue control, back drilling alignment
accuracy impedance stability, and loss performance. We are also enhancing our
capabilities in high flatness production and specialized production technique,
including stepping and heavy copper technique. These innovations contribute to the
development of a comprehensive set of production technique for high performance
server PCBs, creating a solid foundation for future product development; and
• Product development. We have adopted a joint design manufacturing (the “ JDM”)
model that allows us to closely collaborate with global leading server manufacturer
customers throughout their product development process. Starting from the initial
design stage of our key customers, we conduct simulations on their reference
design boards to ensure that our completed design aligns their specifications and
reliability requirements. This proactive approach enables a smoother transition
through subsequent validation stages, including engineering validation test stage,
design validation test stage, and production validation test stage, where we further
optimize PCB stack-up designs, perform material comparisons, test reliability, and
address design or production issues. In the mass production stage, such product
development approach enables us to achieve consistent quality controls and reliable
delivery.
Our Market Opportunities
According to Frost & Sullivan, the global demand for high performance electronic
devices continues to rise, driven by the growing adoption of AI and the expansion of
datacenters, Internet of Vehicles, robotics, and IoT applications. As critical components in
electronic products, PCBs have substantial growth opportunities. The global PCB market
increased from US$62.0 billion in 2020 to US$75.0 billion in 2024, representing a CAGR of
4.9%, and is expected to further increase to US$93.7 billion by 2029, with a CAGR of 4.5%.
Such market growth is primarily driven by (i) growing global demand for computing power,
which drives the market for computing application PCBs, (ii) development in industrial
control and automotive electronics, which steadily increases demand for industrial
application PCBs, and (iii) upgrade and continual innovation in consumer electronics, which
support stable consumer application PCB market. For further details, see “Industry
Overview.”
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OUR STRENGTHS
A Globally Leading Manufacturer of Critical Components for High Performance
Servers, Positioned to Benefit from Robust Growth Driven by the AI Era
We are committed to the manufacturing of critical components for high performance
servers. According to Frost & Sullivan, we ranked (i) first among high performance server
PCB manufacturers headquartered in the Chinese Mainland, and (ii) third among high
performance server PCB manufacturers globally, in each case in terms of cumulative revenue
from 2022 to 2024, representing a global market share of 4.9%. According to Frost & Sullivan,
we ranked third among high performance server CPU motherboards PCB (including AI server
CPU motherboards and general-purpose server CPU motherboards) PCB manufacturers
globally, in terms of cumulative revenue from 2022 to 2024, representing a global market
share of 12.4%.
With over 20 years of industry experience, we have consistently achieved significant
milestones. These include, among others: (i) recognition of our CPU motherboards as part of
the seventh batch of “National Manufacturing Single Champion Products (ପ
ۜin 2022, jointly awarded by the Ministry of Industry and Information Technology (the
“MIIT”) (ʷ௅፬ʮᝂ) and the China Federation of Industrial Economics ( ʕ
਷ʈุ຾᏶ᑌΥึ), (ii) receipt of the Second Prize in the “2023 Guangdong Provincial
Science and Technology Progress Award (2023ҦආӉɚഃᆤ)” from the People’s
Government of Guangdong Province for our project titled “Key Technologies and
Industrialization of High Speed, High Layer PCBs for Big Data Server Motherboards ( ɽᅰኽ
͜৷஺৷εᄴ PCBᗫᒟҦஔʿପุʷ),” (iii) certification of several of our
products and related technologies – including AI server PCBs, datacenter switch PCBs (such
as optical module PCBs), and consumer electronics PCBs (such as direct-view stepped PCBs)
– as “Guangdong High Quality and High Tech Products (ۜand (iv)
recognition by the MIIT as a “Smart Manufacturing Demonstration Factory for High-end
Server PCBs (ਕኜ͜PCB౽ঐႡிͪᇍʈᅀ)” and recognized by the National
Development and Reform Commission as a “National Enterprise Technology Center (Ά
ุҦஔʕː).”
According to Frost & Sullivan, driven by accelerating demand for computing power
arising from the expansion of AI and cloud computing, the global high performance server
PCB market is expected to increase from US$7.3 billion in 2024 to US$11.9 billion in 2029,
representing a CAGR of 10.4%. The AI server PCB segment is expected to grow even faster,
increasing from US$3.2 billion in 2024 to US$7.0 billion in 2029, representing a CAGR of
16.5%. As a market leader with an established track record, specialized technology
capabilities, and a strategic focus on high-layer-count and high performance PCBs, we believe
we are well positioned to capitalize on these significant growth opportunities.
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Long-term Partnerships with Leading Global Downstream Customers
Our industry position is supported by our long-term relationships with prominent
downstream customers. During the Track Record Period, our customers in the performance
server segment included eight out of the top ten global server manufacturers by 2024 revenue,
according to Frost & Sullivan. As of September 30, 2025, our collaboration with several of
these leading global server manufacturers exceeds ten years.
In the computing application, specifically, our core customers comprise prominent
global server brands in terms of market share, leading cloud computing and datacenter
equipment OEMs, globally recognized ODMs, and major EMS providers providing
specialized manufacturing services for mainstream server and enterprises. For instance we
have a long-standing business relationship with Customer A, the world’s top-ranked server
manufacturer. We have been ranked as Customer A’s top Supplier for 30 times from 2017 to
2025 and were honored with the Supplier of the Year Award in 2021. Customer A has
consistently been one of our top five customers from 2022 to the nine months ended
September 30, 2025, contributing 26.5%, 26.6%, 24.6% and 18.0% to our total revenue,
respectively. Further, similarly, we have a long-term business partnership with Customer B,
one of the world’s largest server and cloud computing equipment OEMs, and its subsidiaries.
We have been recognized with its Outstanding Supplier in 2021 and Best Strategic Supplier
awards (“͑ᚃᆤ”). Customer B has also been among our top five customers from 2022 to the
nine months ended September 30, 2025, contributing 16.5%, 20.0%, 16.3% and 17.4% to our
total revenue, respectively.
According to Frost & Sullivan, relationship between leading server manufacturers and
EMS providers and their PCB suppliers is typically characterized by rigorous initial
assessments and continual collaboration. For initial assessment, on one hand, leading global
server manufacturers and EMS providers generally implement comprehensive assessments of
their PCB suppliers, evaluating key areas such as R&D capabilities, process technologies,
operational management, reliability of product delivery, quality control system,
environmental compliance and sustainability practices. This certification period typically
spans one to two years, with incremental increases in order volume to thoroughly evaluate
their suppliers’ production capacities and reliability. For continual collaboration, on the other
hand, following qualification, such manufacturers maintain stable and continual relationships
with certified PCB suppliers to ensure consistent product stability, reliability and ongoing
product iteration of their offerings.
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Robust R&D Capabilities and Proven Technological Innovation
We believe that strong R&D capabilities and consistent technological innovation are
crucial to achieve sustained industry leadership. These mainly include:
Comprehensive and agile R&D organization. We maintain a structured R&D framework
covering research across materials, manufacturing processes and product development. Our
specialized R&D teams include dedicated units for cloud computing products,
telecommunications applications, terminal device applications and materials science. By
closely tracking industry trends and evolving customer needs, we swiftly assemble
cross-functional teams for preliminary research on emerging PCB technologies. We believe
this structure significantly enhances our ability to meet diverse customization requirements
and shortens product development cycles
Expertise in high speed and high-layer-count PCBs. Since 2016, we have strategically
positioned high speed PCB materials and technologies related to cloud computing as our core
R&D initiatives, building upon our extensive expertise in PCB materials, processes, and
iterative product development. Leveraging advanced multilayer and high-density interconnect
HDI PCB technologies, we have served the rapidly evolving needs of AI servers and high
performance computing;
Early and comprehensive involvement in customer product development. According to
Frost & Sullivan, high performance server PCBs typically iterate in synchronization with
server chips, featuring product lifecycles of approximately three to five years, with maturity
periods around two to three years. Leveraging close relationships with global leading chip and
server manufacturers, our R&D teams proactively engage customers from the early
development stages to precisely define PCB design solutions. This involvement enables early
issue detection and supports smooth transition into subsequent validation and mass
production stages;
Systematic talent development and team building. We prioritize talent acquisition and
training, enhancing our team’s capabilities through external recruitment,
university-to-industry collaborations, and comprehensive internal training programs. Our
structured talent development system includes regular professional training, pre-employment
orientation, academic exchanges, and peer learning opportunities, fostering a highly
competent R&D team equipped with both theoretical foundations and practical expertise; and
National-level R&D platforms and leadership in industry technical standards. We hold
multiple prestigious national and provincial technical certifications, including recognition as
a national enterprise technology center and CNAS laboratory accreditation, as well as
provincial certifications such as the Guangdong provincial high-frequency and high speed
PCB engineering technology research center, the Guangdong provincial industrial design
center for high-frequency and high speed PCBs and the Guangzhou Postdoctoral Innovation
Practice Base. We also actively lead and participate in the formulation of industry standards,
contributing to 13 standards projects as of September 30, 2025.
Rapid and Customized Product Delivery Capabilities Through Joint Design
Manufacturing
With growing demand for customized high performance server PCBs, traditional
standardized products and fragmented supply chains are no longer sufficient to meet the
stringent market performance and reliability requirements. In response, we have formed a
JDM model. Together with our integration of advanced digital management systems,
automated production equipment, and intelligent logistics management, we achieve seamless
alignment of client requirements from early product concept to subsequent validation testing
and mass production. We believe such model enables early identification and resolution of
potential technical and production issues, and the collaboration could help us optimize the
designs of our PCB products for mass production efficiency, enhances product stability and
reliability, thereby reinforcing our partnership with customers.
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Under our JDM model, we systemically engage with customers throughout their product
development process:
Early development and pre-validation
 Confirming requirements
 Forming technology roadmap
 Initial feasibility test
We conduct feasibility studies on the application and front-end
design of PCB materials, to assist our customers in their server
development process. This is to ensure compatibility with the new
chip specifications, during the initial phase of computing chip
development by chip manufacturers.
Engineering validation test
 Validating design feasibility
 Identifying engineering issues
 Ensuring specifications coverage
We work with our customers to further refine our products and
design plans. Together, we identify any potential difficulties for
mass production to further validate the feasibility of the design. We
also validate the specifications and electrical performance of our
products.
Design validation test
 Ensuring that requirements are
 satisfied by design
 Ensuring that mass production is
 feasible
 Validating reliability and legal
 compliance
Based the results of validation, we further improve the design.
Our active engagement with our customers ensures early
identification and rapid resolution of potential issues,
significantly improving product stability and performance
reliability.
Production validation test
 Validating mass production process
 Validating stability of supply chain
We leverage a digital manufacturing execution system to
ensure robust process oversight, including real-time parameter
optimization for critical processes such as lamination and
drilling, and validation of batch consistency.
Mass production
 Mass production and delivery
 Continued refinement
We enforce stringent process controls, including a dual-supply
chain assurance mechanism (strategic inventory reserves for
critical materials and dual-supplier management), real-time
production monitoring, proactive equipment maintenance,
and a comprehensive quality traceability system.
We provide customers with monthly yield analysis reports to
drive continuous improvements in production efficiency and
product quality. We also develop cost optimization plans to
help customers reduce production costs.
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To further enhance seamless delivery and customer satisfaction, we station experienced
technical personnel at customers’ production sites for immediate technical and quality
support. We believe this deep integration throughout the product lifecycle under our JDM
model ensures transparent and efficient collaboration with customers, enhances strategic
partnerships, and reinforces our competitive market position.
Experienced and Visionary Management Team
Our core management team brings over 20 years of extensive experience in the electron
circuit and PCB industries, demonstrating deep market insight and strong execution
capabilities. Our management team effectively identify industry trends and lead strategic
initiatives that drive our steady growth.
Our founder, Mr. Xiao Hongxing, has nearly 30 years of electronics technology industry
experience. In 2013, he strategically assembled an experienced management team and has
since led the Company to consistent profitability and growth. With keen market foresight, he
initiated the early deployment of high speed PCB materials in cloud computing applications
as early as 2016, enabling us to secure a first-mover advantage in the computing application
PCBs. Our general manager, Ms. Zeng Hong, also has more than 30 years of experience in the
PCB industry and is a widely recognized industry expert. She holds prominent roles including
but not limited to vice president of the Scientific and Technological Committee of the China
Electronic Circuit Industry Association (ึ), as deputy
director of the National Printed Circuit Standards Committee under the China Electronics
Society’s Electronics Manufacturing and Packaging Technology Branch ( ʕ਷ཥɿኪึཥɿ
ༀҦஔʱึΌ਷ΙႡཥ༩ਖ਼։ึ). Our deputy general manager and chief engineer,
Mr. Li Qinyuan, with more than 30 years of PCB industry experience, has been focusing on
PCB process engineering and product development for over 20 years. He received the Third
Prize for Scientific and Technological Progress by the China Institute of Electronics in 2021
and was recognized as a “PCB Industry Technology Star (PCB݋by the
Guangdong Printed Circuit Industry Association in 2022. Mr. Li is also a principal drafter of
four industry standards and holds 29 invention patents.
OUR STRATEGIES
Guided by our vision of synthesizing wisdom and nurturing innovation, we strive to
foster global leadership in intelligent interconnection with quality products and services.
Market Strategy: Expanding and Deepening our Global Presence
We plan to strategically expand our international presence and enhance our global
market position through targeted customer collaborations and localized operations
Expanding strategic partnerships globally. Leveraging our established JDM model, we
aim to deepen collaborations with leading global server manufacturers. By actively
participating throughout their product development cycles, starting from early conceptual
design through to mass production, we provide consistent technical and manufacturing
support that precisely addresses customers’ evolving requirements. We believe early
involvement allows us to comprehensively anticipate customer needs and deliver additional
value beyond traditional manufacturing services. Additionally, our research and development
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teams will focus on improving core PCB technologies, particularly for advanced computing
applications requiring rapid data transmission, effective control of signal loss, and stable
performance under high-frequency operating conditions, thereby fulfilling customers’
evolving product specifications. We intend to use approximately 10.0% of the net proceeds, or
HK$317.5 million for enhancing our R&D capabilities, as detailed in “Future Plans and Use
of Proceeds.” Coupled with our quality assurance processes, reliability testing and
certifications in line with customers’ standards, we believe this collaborative and proactive
approach enables us to continue to grow our international customer base and reinforce our
global market position; and
Strengthening localized operations. We emphasize international market layout and are
actively executing our global business expansion initiatives. We have established Phase I of
Thai Base, primarily focusing on the production of high value-added PCB products for high
performance servers, thereby increasing our share in the global market. At the same time, we
are advancing the construction of our Phase II of the Thai Base which is expected to
commence in 2026. We intend to use approximately 19.7% of the net proceeds, or HK$625.8
million for this strategies, as detailed in “Future Plans and Use of Proceeds.” We believe such
expansion will further increase production capacity, enhance our technical reserves, and
enable us to meet the rapidly growing demands of global leading customers. In addition, we
plan to expand our footprint into mature markets internationally, including the United States,
by establishing local sales and service teams therein. Such local presence will focus on
providing customer relationship management and technical assistance, without involving
direct import or export activities. We believe this approach will enable more efficient
customer interaction and communication, strengthen regional market penetration, lift brand
awareness, and improve customer satisfaction.
Operation Strategy: Expanding High-value Added Product Portfolio and Enhancing
Intelligent Manufacturing
We aim to expand our portfolio of high-value-added products and advance our intelligent
manufacturing capabilities, which we believe will position us strongly in the fast-growing
markets:
Optimizing our high-value product portfolio. We will continue to optimize our product
portfolio and intensify R&D investments in high-value, technologically advanced PCBs. We
intend to use approximately 10.0% of the net proceeds, or HK$317.5 million for enhancing
our R&D capabilities, as detailed in “Future Plans and Use of Proceeds.” By increasing the
proportion of sophisticated products — such as high-layer-count CPU motherboards for AI
servers, ultra-high-layer-count UBB and switch boards, and advanced HDI PCBs — we aim to
drive profitability and strengthen our competitive edge. Specifically, we plan to continually
follow technological advancements and iterations in server chip platforms and proactively
develop CPU motherboards that deliver consistent and sustainable electrical performance. For
ultra-high-layer-count UBB and switch boards, we plan to continually enhance our
mass-production capabilities through accumulation of relevant experience. We also continue
to advance our technological research to further enhance signal integrity and ensure reliability
under varying operating conditions. Additionally, we will closely monitor emerging market
trends to identify new opportunities for further expanding our range of high-value product
offering;
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Strengthening technological leadership through focused R&D. We plan to further
solidify our technological leadership by increasing R&D investment in high-growth product
segments. These include computing application sectors, and other emerging fields such as AI
personal computers, advanced displays, low-Earth orbit satellites and the low-attitude
economy. To support these advanced products, we will continually enhance critical
technologies, ensuring the stability and efficiency of high speed signals, improve precision
manufacturing capabilities, and elevate overall product quality; and
Comprehensive Advancement of Intelligent Manufacturing Systems. We are committed
to achieving digital transformation and implementing intelligent manufacturing systems
across our facilities to enhance efficiency, reduce costs, and improve product yields. At our
Guangzhou base, we have deployed an integrated intelligent system leveraging big data
analytics and AI algorithms. This system automates and optimizes critical manufacturing
parameters in real-time, supported by automated equipment and advanced automated guided
vehicle logistics systems, which could enhance productivity and product consistency for our
high performance server PCBs. At our Huangshi base, we have also introduced advanced
intelligent visual inspection systems. We expect to further optimize and upgrade our
intelligent manufacturing systems and also equip our Thai Base with fully automated
production lines. Collectively, we believe these enhancements will ensure our global
manufacturing network achieves consistently high standards of efficiency, responsiveness,
and quality. We intend to use approximately 52.1% of the net proceeds, or HK$1,655.1 million
to expand and upgrade our production facilities in Guangzhou base, as detailed in “Future
Plans and Use of Proceeds.”
Talent Strategy: Building a Tiered Talent Pipeline
We are committed to developing a diverse, professional, and globally oriented
workforce, creating a robust pipeline of high-caliber to support our long-term growth:
Structured talent development. We have established a structured and comprehensive
talent development framework designed to systematically enhance the professional skills and
competencies of our workforce. This framework includes ongoing internal training programs,
targeted mentorship, self-directed learning initiatives, and collaborative projects that
integrate industry, academia, and research partners, ensuring sustainable internal growth
momentum;
Diversified talent team construction. We will actively enhance our recruitment of
experienced professionals across key functional areas, including R&D, manufacturing,
marketing, and supply chain management. Leveraging both domestic and international
recruitment channels, especially from within the PCB and related industries, we aim to build
a cross-regional, multi-disciplinary talent base, so as to strengthen our competitive advantage;
and
Strong focus on academic collaboration and high-caliber talent reserves. We continue
to deepen strategic partnerships with leading universities and research institutions, fostering
talent development through joint laboratories, research initiatives, and structured academic
collaboration programs. These initiatives enable us to build a pipeline of technically skilled
and managerially capable professionals. Going forward, we will further expand our
collaboration with top-tier academic institutions, enhancing our talent reserves and
strengthening the depth and quality of our talent pipeline.
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OUR PRODUCTS
Overview
During the Track Record Period, we primarily generated revenue from the sales of PCBs.
As the essential components used in electronic products, PCBs are flat boards made from
insulating material with thin layers of copper tracks, which form pathways that connect
various electronic components, such as integrated circuits, chips, resistors, capacitors and
connectors.
The PCBs we sell include (i) computing application PCBs, (ii) industrial application
PCBs and (iii) consumer application PCBs. We primarily focus on computing application
PCBs. In 2022, 2023, 2024, and the nine months ended September 30, 2024 and 2025, our
revenue from computing application PCBs was RMB1,635.3 million, RMB1,858.2 million,
RMB2,705.6 million, RMB1,961.7 million and RMB2,833.2 million, representing 67.8%,
69.4%, 72.5%, 73.2% and 73.9% of our total revenue, respectively.
The table below sets out a breakdown of our revenue by application of PCBs for the
periods indicated:
Year ended December 31 Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
PCBs
Computing application PCBs . . . 1,635,289 67.8 1,858,189 69.4 2,705,557 72.5 1,961,717 73.2 2,833,230 73.9
Industrial application PCBs .... 290,697 12.1 260,785 9.7 280,768 7.5 194,195 7.2 291,932 7.6
Consumer application PCBs . . . 345,800 14.3 418,162 15.6 493,055 13.2 363,323 13.6 449,569 11.7
Subtotal ............ 2,271,786 94.2 2,537,136 94.7 3,479,380 93.2 2,519,235 94.0 3,574,731 93.2
Other Products (1) ......... 140,601 5.8 141,134 5.3 254,905 6.8 161,425 6.0 260,398 6.8
Total .............. 2,412,387 100.0 2,678,270 100.0 3,734,285 100.0 2,680,660 100.0 3,835,129 100.0
Note:
(1) Other products primarily include recyclable materials such as etching liquids, lamination frames and other
production residues.
Our PCBs can be categorized by manufacturing technology into multilayer PCBs and
HDI PCBs:
Multilayer PCBs. Multilayer PCBs are classified by layer count. Besides single-sided
PCBs, layer count of our multilayer PCBs features an even number as each layer has a top and
a bottom side. These PCBs are produced by stacking multiple layers of conductive circuits
together within a fixed thickness, enabling more complex designs and providing higher
performance. Multilayer PCBs with eight or more layers, particularly those with 18 layers and
above, are commonly used in applications requiring advanced electrical performance, such as
CPU motherboards under AI server PCBs, datacenter switch PCBs and communication PCBs.
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HDI PCBs. HDI PCBs are classified by level, which refers to the number of microvia
layers. These PCBs use specialized manufacturing techniques, including blind and buried
vias, to expand the available wiring area, thereby allowing denser circuit connections within a
smaller board area. Compared to typical multilayer PCBs which primarily use mechanical
drilling with larger holes, Microvia layer PCBs typically employ laser drilling technology,
resulting in smaller hole diameters. The compact size of microvias enable a higher density of
interconnection points per unit area and supports finer trace widths and spacing. As a result,
HDI PCBs are often used in compact, high-density electronic products, such as AI server
accelerator boards and other miniatured, high performance products like intelligent network
interface cards and motherboards for smartphones and laptops.
In 2022, 2023, 2024, and the nine months ended September 30, 2024 and 2025, 63.1%,
65.7%, 66.9%, 66.6% and 73.7% of our revenue was from sales of multilayer PCBs with eight
or more layers, respectively, and 8.1%, 6.6%, 9.2%, 8.9% and 6.8% of our revenue was from
sales of HDI PCBs, respectively, both of which represent PCBs used in advanced applications
such as AI servers, datacenters or communication equipment that require higher transmission
speed, greater wiring density, location accuracy and/or thermal stability according to Frost &
Sullivan.
The table below sets out a breakdown of our revenue from PCBs by product category for
the years indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(Unaudited)
PCBs
Multilayer PCBs
Six and below layers ...... 553,877 23.0 599,595 22.4 638,373 17.1 496,044 18.5 486,781 12.7
Eight to 16 layers ....... 1,458,483 60.4 1,589,579 59.3 2,107,255 56.4 1,498,637 55.9 2,228,982 58.1
18 and above layers ...... 64,896 2.7 172,208 6.4 391,033 10.5 285,852 10.7 600,079 15.6
Subtotal ............ 2,077,256 86.1 2,361,382 88.1 3,136,661 84.0 2,280,533 85.1 3,315,842 86.4
HDI PCBs ........... 194,530 8.1 175,754 6.6 342,719 9.2 238,702 8.9 258,889 6.8
Subtotal ............. 2,271,786 94.2 2,537,136 94.7 3,479,380 93.2 2,519,235 94.0 3,574,731 93.2
Other Products .......... 140,601 5.8 141,134 5.3 254,905 6.8 161,425 6.0 260,398 6.8
Total .............. 2,412,387 100.0 2,678,270 100.0 3,734,285 100.0 2,680,660 100.0 3,835,129 100.0
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The table below sets forth a breakdown of sales volume and average selling price of our
PCBs by product category for the periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
(sq. m.)
(RMB
per
sq.m.) (sq. m.)
(RMB
per
sq.m.) (sq. m.)
(RMB
per
sq.m.) (sq. m.)
(RMB
per
sq.m.) (sq. m.)
(RMB
per
sq.m.)
(Unaudited)
Multilayer PCBs
Six and below layers ....... 553,729 1,000 703,845 852 (1) 760,908 839 604,872 820 527,223 923 (2)
Eight to 16 layers ........ 540,267 2,700 454,826 3,495 (3) 592,995 3,554 417,110 3,593 633,767 3,517
18 and above layers ....... 8,315 7,805 18,009 9,562 37,878 10,323 27,176 10,519 74,011 8,108 (4)
Subtotal ............. 1,102,311 1,884 1,176,680 2,007 1,391,781 2,254 1,049,157 2,174 1,235,001 2,685
HDI PCBs ............ 66,417 2,929 55,218 3,183 99,807 3,434 59,387 4,019 102,490 2,526 (5)
Total .............. 1,168,727 1,944 1,231,898 2,060 1,491,588 2,333 1,108,544 2,273 1,337,491 2,673
Notes:
(1) The average selling price of our multilayer PCBs with six and below layers decreased from RMB1,000
per sq.m. in 2022 to RMB852 per sq.m. in 2023, primarily due to a shift in our product mix. This shift
is primarily characterized by increased sales of lower-layer LED PCBs and PCBs used in desktop tablet
devices, which are typically associated with lower pricing due to relatively simplified design and
standardized specifications.
(2) The average selling price of our multilayer PCBs with six and below layers increased from RMB820
per sq.m. in the nine months ended September 30, 2024 to RMB923 per sq.m. in the nine months ended
September 30, 2025. This increase was primarily driven by a shift in our product mix, including (i)
reduced sales volume of low-layer LED PCBs following a transition towards HDI LED PCBs, (ii) a
strategic reduction in sales for PCBs used in desktop tablet devices, and (iii) increased sales of server
PCBs which typically command higher average selling prices.
(3) The average selling price of our multilayer PCBs with eight to 16 layers increased from RMB2,700 per
sq.m. in 2022 to RMB3,495 per sq.m. in 2023, primarily due to (i) architecture upgrades and process
enhancements of our PCB products introduced during the same period in response to upgrades in
computing platforms adopted in customers’ server products and (ii) increased sales volumes of
higher-layer PCBs, particularly those between 14 to 16 layers, which generally command higher
selling prices.
(4) The average selling price of our multilayer PCBs with 18 and above layers decreased from RMB10,519
per sq.m. in the nine months ended September 30, 2024 to RMB8,108 per sq.m. in the nine months
ended September 30, 2025. This decrease was primarily due to an increased portion of sales of PCBs
with relatively lower layer count, driven by (i) increased sales of 18-layer PCBs and (ii) a
corresponding decline in the proportion of revenue generated from sales of 28-layer UBBs during the
same period.
(5) The average selling price of our HDI PCBs decreased from RMB4,019 per sq.m. in the nine months
ended September 30, 2024 to RMB2,526 per sq.m. in the nine months ended September 30, 2025,
primarily driven by a shift in our sales structure. This shift reflected (i) reduced sales of higher-priced
HDI server PCBs due to changes in customers’ business operations needs, and (ii) increased sales of
HDI LED PCBs (which replaced conventional low-layer LED PCBs), and HDI industrial control PCBs,
both of which typically command relatively lower selling prices.
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The table below sets forth the details of our key products as of the Latest Practicable
Date:
Key Products Design Features
Application Scenario Product line
Computing application PCBs
High performance server PCBs
AI server PCBs AI model training
Computer vision
Natural language
processing
Edge AI computing
AI server accelerator
boards
Multilayer PCBs
(12 to 22 layers); or
HDI PCBs (3+ to 7+)
• High speed signal transmission, single rate up to
112 Gb/s
• Excellent signal integrity by precise impedance
and insertion loss control
• Manufactured with ultra low loss CCL
UBB and switch
boards
Multilayer PCBs
(22 to 50 layers)
• High speed transmission at a rate of 32 Gb/s to
112 Gb/s
• Excellent signal integrity by precise impedance
and insertion loss control
• Manufactured with ultra low-loss CCL
• High-precision back drilling and POFV design
CPU motherboards Multilayer PCBs
(14 to 24 layers)
• High-speed signal transmission supporting PCIe
5.0 transmission rate up to 32 Gb/s
• Excellent signal integrity by precise impedance
and insertion loss control
• Manufactured with very low-loss CCL
• High-precision back drilling and POFV design
Power boards and
other supporting
boards
Multilayer PCBs
(four to 18 layers); or
HDI PCBs (2+ to 4+)
• Copper thickness up to 4 oz/ft
2
• Partial gold finger design
General-purpose server
PCBs
General-purpose
computing server
Cloud computing platform
Enterprise IT facilities
CPU motherboards
Supporting boards
Multilayer PCBs
(12 to 22 layers)
Multilayer PCBs
(four to 12 layers)
• High-speed signal transmission
• Excellent signal integrity by precise impedance
and insertion loss control
• Manufactured with very low-loss CCL
• High-precision back drilling and POFV design
Datacenter
switch PCBs
Cloud Computing
Datacenter switch
AI Datacenter switch
Edge Datacenter switch
Storage Area Network
(“SAN”) Switch
Multilayer PCBs
(16 to 46 layers)
• High-speed transmission at a rate of 56 Gb/s to
224 Gb/s
• Excellent signal integrity by precise impedance
and insertion loss control
• Manufactured with ultra low-loss CCL
• High-precision back drilling and POFV design
• Frequency up to 53 GHz
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Key Products Design Features
Application Scenario Product line
Industrial application PCBs
Industrial
control
PCBs
Smart manufacturing and
automation
Industrial equipment and
machinery control
Process control and
monitoring systems
Power and energy control
Multilayer PCBs
(four to 24 layers)
• High reliability and harsh environmental
resistance
• Manufactured with high thermal resistance CCL
Automotive PCBs Power control systems
Chassis and safety systems
Connected and assisted
driving systems
Multilayer PCBs
(two to 12 layers)
• Conductive anodic filament resistance
• High reliability and harsh environmental
resistance
• Manufactured with high thermal resistance CCL
Communication PCBs Mobile communication
devices
Broadband access devices
Industrial ethernet devices
Smart home devices
Telecom switch
PCBs
Multilayer PCBs
(10 to 24 layers)
• High-speed transmission at a rate of 56 Gb/s to
112 Gb/s
• Excellent signal integrity by precise impedance
and insertion loss control
• Manufactured with ultra low-loss CCL
• High-precision back drilling and POFV design
5G base station PCBs Multilayer PCBs
(ten to 18 layers)
• Conductive anodic filament resistance
• High reliability and harsh environmental
resistance
• Buried copper design to improve heat
dissipation efficiency
• Manufactured with high thermal resistance CCL
Consumer application PCBs
Consumer
electronics
PCBs
Mobile smart devices
Home entertainment
devices
Health monitoring devices
Portable devices
Multilayer PCBs
(six to 14 layers); or
HDI PCBs (2+ to
4+)
• Compact and thin design
• Utilizing halogen-free materials
Security
electronics
PCBs
Video surveillance
systems
Intrusion alarm systems
Access control systems
Home security systems
Multilayer PCBs
(six to ten layers); or
HDI PCBs (2+ to
3+)
• High reliability and harsh environmental
resistance
• Manufactured with high thermal resistance CCL
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PCBs
Computing Application PCBs
Our computing application PCBs are dense multilayer PCBs designed for computing and
data management equipment used in high performance servers and AI training. During the
Track Record Period, our computing application PCBs included (i) high performance server
PCBs and (ii) datacenter switch PCBs.
High Performance Server PCBs
Our high performance server PCBs are designed to fulfill the performance, reliability
and integration requirements of advanced datacenters and intelligent computing
infrastructure. According to Frost & Sullivan, high performance server PCBs form the
foundation for high performance servers. Our high performance server PCBs are categorized
into (i) AI server PCBs and (ii) general-purpose server PCBs.
AI server PCBs
Our AI server PCBs are specialized server PCBs optimized for AI computing systems.
These PCBs typically feature advanced capabilities, including dense multilayer structures and
rapid signal transmission, which are essential for AI workloads such as machine learning
training, inference tasks and intensive parallel data processing. Set forth below are key
product lines under our AI server PCBs as of the Latest Practicable Date:
• AI server accelerator boards. These PCBs serve as interface carriers for GPU
accelerator modules in AI servers and are designed to meet the demands of deep
learning and other compute-intensive AI applications for stable and efficient data
transmission. By adopting high-layer-count and HDI designs, combined with
ultra-low loss laminates and ultra-low profile copper foils, we precisely control
signal integrity to deliver optimal performance. Our AI accelerator boards featured
multilayer design with 12 to 22 layers or HDI design of 3+ to 7+, and minimum
conductor width/spacing of 50μm, allowing high transmission speed and optimal
signal integrity.
• UBB and switch boards. These PCBs are specifically designed to support high
performance chips such as GPUs. Their primary function is to interconnect
multiple accelerator modules and maximize computing power, commonly featuring
architectures where eight GPUs are interconnected, either through high speed
connectors or SMT mounting onto a UBB. Our UBB and switch boards are
characterized by high layer counts of 22 to 50 layers, high aspect ratios, and the use
of ultra-low loss and ultra-low profile copper foils to ensure signal integrity.
• CPU motherboards. These PCBs provide the central computing platform for AI
servers, supporting intensive data processing and logistics computing tasks. Our
CPU motherboards feature a high-layer-count design with 14 to 24 layers. Unlike
general-purpose server motherboards, which typically use a two-socket design, our
CPU motherboards employ a single-route design, resulting in shorter signal paths
and enabling lower latency signal transmission.
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• Power boards and other supporting boards. Theses PCBs includes power boards,
fan control boards, riser cards, I/O modules, and hard disk backboards, each
serving distinct functional purposes within the system. For instance, Power boards
provide essential support functions such as power distribution and component
connectivity specifically optimized for AI server workloads. They are designed to
handle high current loads with strong power management features to ensure system
reliability in AI processing environments. Our power boards featured multilayer
designs with four to 18 layers or HDI design of 2+ to 4+, allowing high
transmission speed and thermal stability.
Set forth below is an illustrative picture of our AI server PCBs integrated into the end
product of our customers:
Accelerator board
UBB CPU motherboard
Power boards
General-purpose server PCBs
Our general-purpose server PCBs are designed to support standard computing operations
within general-purpose servers, handling tasks such as general data processing, storage
management and routine networking activities. Set forth below are key product lines under
our general-purpose server PCBs as of the Latest Practicable Date:
• General-purpose server motherboards. These PCBs serve as the central computing
platform within general-purpose servers, which support data processing and
network management tasks. We employ advanced manufacturing processes such as
pulse vertical continuous plating, high speed dielectric materials, laser direct
imaging and vacuum etching technology, to achieve precise control over conductor
width, spacing and impedance. Our general-purpose server motherboards typically
featured multilayer designs with 12 to 22 layers.
• General-purpose server supporting boards. These PCBs facilitate general
supporting tasks such as power distribution, network connectivity and vertical
component expansion for standard computing operations. They include products
such as power backplanes, network interface cards and riser cards, designed with
compact, precise layouts to ensure stable electrical performance and effective
thermal management for typical datacenter operations. Our general-purpose server
supporting boards multilayer designs with four to 12 layers.
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Set forth below is an illustrative picture of our general-purpose server PCBs integrated
into the end product of our customers:
Power Backplanes
Network Interface Card
CPU Motherboard
Riser Card
Datacenter Switch PCBs
Our datacenter switch PCBs are designed to meet the growing demand for high speed
signal transmission in advanced datacenters and 5G networks, and use advanced design
techniques such as small-pitch BGA routing, back-drilling and resin-filled via to maintain
signal integrity and reduce insertion loss. They are widely used in high performance
computing applications such as datacenter switches. As of the Latest Practicable Date, we
provided datacenter switch PCBs ranging from 16 to 46 layers.
Set forth below is an illustrative picture of our datacenter switch PCBs integrated into
the end product of our customers:
Datacenter switch PCBs
Industrial Application PCBs
Our industrial application PCBs are printed circuit boards designed for industrial
environments that typically require enhanced durability, precision and consistent
performance. During the Track Record Period, our industrial application PCBs primarily
included (i) industrial control PCBs, (ii) automotive PCBs and (iii) communication PCBs. Set
forth below are key product lines under our industrial application PCBs of the Latest
Practicable Date:
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• Industrial control PCBs. These PCBs are designed for integration into industrial
control systems, including among others, the industrial robotics, industrial camera,
servo drivers and geological exploration drill bits. Our industrial control PCBs
typically employ advanced multi-layer HDI technology and impedance control
within ±10%. These enable us to deliver high-precision PCBs that meet customers’
requirements for functionality, safety and durability. Our industrial control PCBs
typically featured four to 24 layers.
Set forth below are illustrative pictures of our industrial control PCBs integrated
into the end products of our customers:
Geological Exploration Drill Bits
Industrial Robots
• Automotive PCBs. These PCBs are engineered for use in critical automotive
systems, including among others, the central control units, lighting, bluetooth
modules, driving recorders and reversing cameras. Our automotive PCBs
emphasize reliability, enhanced thermal management and signal integrity, which
are essential in operating in automotive conditions. To meet the increasing industry
demands, we have developed advanced thermal dissipation layers within the
automotive PCBs, which improve local component heat management and overall
reliability. We provided automotive PCBs ranging from two to 12 layers.
Set forth below is an illustrative picture of our automotive PCBs integrated into the
end product of our customers:
Lighting System
Bluetooth Module
Driving Recorder
Reversing CameraCentral Control Units
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• Communication PCBs. These PCBs are primarily designed for telecommunication
equipment, supporting functions such as data transmission, signal processing and
network connectivity. Key communication PCBs include (i) telecom switch PCBs,
designed for the signal transmission and management in telecom base stations and
communication servers, and (ii) telecom base station PCBs, such as active antenna
unit module PCBs, remote ratio unit PCBs, small cell base station PCBs and
communication optical module PCBs, which are tailored to the needs of modern
telecommunication base stations, including 5G infrastructure. Our communication
PCBs typically featured ten to 24 layers.
Set forth below are illustrative pictures of our communication PCBs integrated into
the end products of our customers:
Active Antenna Unit Modules
Remote Radio Unit Smell Cell Base Station
Consumer application PCBs
Our consumer application PCBs are PCBs designed for mass-market consumer
electronic devices and security equipment, which emphasize compact design,
cost-effectiveness and consistent performance across varied consumer environments. During
the Track Record Period, our consumer application PCBs primarily included (i) consumer
electronics PCBs and (ii) security electronics PCBs. Set forth below are key product lines
under consumer application PCBs of the Latest Practicable Date:
• Consumer electronics PCBs. These PCBs are generally used in consumer devices
such as printers, laptops and tablets, display cards, smart wearable devices and
home appliances. Leveraging our technologies and experience in computing power
and industrial application PCBs, we provide consumer electronics that feature
compact and multilayer designs which feature precise conductor spacing of 50 to
75μm, optimized to meet market’s demands for miniaturization, energy efficiency
and functional reliability. Our consumer electronics PCBs featured multilayer
design of six to 14 layers or HDI designs of 2+ to 4+.
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Set forth below are illustrative pictures of our consumer electronics PCBs
integrated into the end products of our customers:
Earphones
Laptops
Home Appliances
• Security electronics PCBs. These PCBs are designed for use in security and
surveillance systems, including surveillance cameras, smoke detectors, facial
recognition systems and access control intercom systems. Our security electronics
PCBs featured multilayer design of six to ten layers or HDI design of 2+ to 3+.
Set forth below are illustrative pictures of our security electronics PCBs integrated
into the end products of our customers:
Facial Recognition System Smoke Detector
Other Products
During the Track Record Period, we derived revenue from sales of recyclable materials,
primarily including etching liquids, lamination frames and other production residues. We
generate such recyclable materials during the PCB production process. For example, etching
liquids are used to remove excess copper from PCB surfaces, resulting in liquids that contain
dissolved copper and other valuable metals. These recyclable materials are primarily used in
applications such as copper smelting, electroplating or the manufacturing of lower-grade
copper-based products.
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RESEARCH AND DEVELOPMENT
Our commitment to innovation and technology is key to our long-term growth. Our R&D
team is well-rounded, particularly in the areas of basic theory, technical capability and
practical experience. As of September 30, 2025, our R&D team had more than 400 employees.
In 2022, 2023, 2024, and the nine months ended September 30, 2024 and 2025, our R&D
expenses accounted for 4.8%, 4.5%, 4.8%, 4.9% and 5.1% of our total revenue, respectively.
Structured R&D Approach and Process
We have a structured R&D approach to systemically manage our R&D activities across
different departments. Our R&D projects and intellectual property management have satisfied
the requirements under the relevant international standard – ISO 56005:2020 (level two). Key
aspects of our R&D process include (i) material technology research, (ii) product
development, (iii) manufacturing process development, (iv) new product introduction, (v)
reliability testing, (vi) commercialization and project management, and (vii) market
development.
Our Technologies
Our core technologies enable us to develop and customize high performance PCBs that
cater to evolving customer demands. These technologies are underpinned by our systematic
R&D capabilities across (i) material technology, (ii) manufacturing process and (iii) product
development. The following chart sets forth our technology highlights in the three aspects:
Material technology. We have established a material database to enhance PCB
performance, including but not limited to: (i) CCL, ranging from standard FR4 to ultra low
loss M9-level materials, enabling signal integrity across different product grades; (ii) HDI
materials, ranging from 1+ to 7+ HDI to meet complex interconnect demands; and (iii)
Specific materials, including those for low CTE, high thermal conductivity, strict impedance
and insertion loss for RF applications, supporting a wide range of high speed transmission
applications.
Manufacturing process. We have developed advanced manufacturing process to
enhance PCB precision and reliability, including but not limited to: (i) precision impedance
control; (ii) precision insertion loss control; (iii) BGA Flatness Control; (iv) Precision
Back-drilling; and (v) High-aspect-ratio. Through advanced drilling techniques and research
on electroplating pulse waveforms and chemical solutions, we have achieved high-reliability
processing of high-aspect-ratio holes. This has enabled the mass production of products with
an aspect ratio exceeding 20:1.
Product development. We have realized the mass production of high speed and high
performance PCB products, including but not limited to: (i) Mass Production of Server PCBs
for PCIe 5.0. We have achieved mass production for PCIe 5.0 server motherboards based on
x86 platforms and ARM-based architectures; (ii) Next-Gen Server R&D. We have completed
early-stage R&D and new product introduction for PCIe 6.0; (iii) AI Accelerator Board. We
have achieved stable mass production of 5+ HDI accelerator card PCBs and 22-layer to
32-layer UBB boards; and (iv) High Speed Transmission Applications.
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Collaboration with Research Institutions
To continually foster innovation and expand our R&D talent pipeline, we have
established long-term collaborations with leading universities and research institutions in
China. We collaborated with them in the aspects of (i) industry-academic-research
collaboration, including our “Guangdong High-Frequency and High Speed PCB
Engineering Technology Research Center” and the “Graduate Student Training
Demonstration Base” together with a leading engineering university in China, (ii)
industry-academic-research projects, in which we build long-term cooperation with leading
engineering universities and research institutions in Guangdong province, Sichuan province
and Beijing, (iii) postdoctoral research, in which we sign joint training agreements with
postdoctoral researchers at leading engineering universities to train high-end talents, and
(iv) international R&D research. Depending on different arrangements under our
collaboration agreements with universities and research institutions, we are entitled to the
intellectual property in relation to its research and development projects carried out
independently by us, and jointly own intellectual property rights arising from collaborative
projects with these institutions.
INTELLECTUAL PROPERTY
Under our JDM model, our customers define the overall product requirements,
performance parameters and technical specifications of their server products. These include
but not limited to, the system architecture of server products, chip selection, electrical and
mechanical performance of their server products and the corresponding components used
therein. We then develop PCB products to meet the aforementioned customer-defined
requirements. We are generally entitled to the intellectual property rights relating to our
PCBs, while the customers retain intellectual property rights relating to their products. As of
the Latest Practicable Date, we owned 266 patents (including 95 invention patents) and
received 40 copyrights. See “Appendix VI — Statutory and General Information — B. Further
Information about Our Business — 2. Our Intellectual Property Rights” for further details of
our intellectual property portfolio.
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PRODUCTION
Production Process
We produce a diverse range of PCBs, with slight variations in the production processes
depending on the product type. The following flowchart illustrates the key steps in our
production process of a multilayer PCB:
Production steps Our Company Third-party suppliers
Raw material preparations
Inner layer circuit manufacturing
Inner layer automated
optical inspection
Lamination
Laser drilling
Mechanical drilling
Back drilling
Resin plugging
Outer layer circuit formation
Plasma cleaning
Electroplating
Outer layer automated
optical inspection
Solder mask and surface finish
application
Profiling
Electrical testing and visual
inspections
Packaging
Quality inspections, sizing and
cleaning
Supply raw materials
Photosensitive coating, exposure and
chemical etching
Supply necessary chemicals and
consumables
Quality inspection Supply inspection equipment
Stack-up, heating lamination and
pressure lamination
Supply prepreg resin sheets and
CCL
Precision laser drilling Supply laser equipment
Precision mechanical drilling Supply drilling equipment and
drilling bits
Plasma-based resin removal Supply necessary processing
gas
Copper deposition and electroplating Supply plating chemicals and
solutions
High-precision back drilling Supply drilling equipment and
drilling bits
Resin fill of microvias Supply resin materials
Photosensitive coating, exposure and
chemical etching
Supply chemicals, coatings and
consumables
Quality inspection Supply inspection equipment
Application of protective coatings and
finishes
Supply solder mask materials
and gold/tin plating solutions
Shaping PCB Supply shaping equipment
Visual inspections, electrical testing and
quality checks
Supply testing equipment
PCB cutting, final inspections and
packaging for transportations
Supply anti-static packaging
materials and cartons
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Existing Production Facilities
Our production capabilities are designed to align with our customers’ demands, ensuring
a consistent and reliable supply of PCB products. The following table sets out details of our
production facilities in production as of September 30, 2025:
Facility Location
Major Products/
Capabilities GFA
Commencement
of production
Guangzhou Base......... Guangzhou,
Guangdong, China
Computing application
PCBs
Approximately
66,640 sq. m.
February 2013
Industrial applications
PCBs
Dongguan,
Guangdong, China
Ancillary productions
for Guangzhou base
Approximately
68,950 sq. m.
March 2024
Huangshi Base .......... Huangshi, Hubei,
China
Industrial applications
PCBs
Approximately
167,400 sq. m.
July 2021
Consumer application
PCBs
Thai Base ............ Thailand Computing application
PCBs
Approximately
92,650 sq. m.
June 2025
We typically plan our production on a monthly basis based on the forecasted demand of
our customers and the anticipated market trends. We continually monitor our production
facilities and utilization rates and update our production plans based on the rolling forecasts
of customer orders.
The table below sets forth our designed production capacity, actual production volume
and utilization rate for the years indicated:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
Guangzhou base
– Designed production capacity
(ten thousand sq. m.) (1) ........ 95.4 91.7 (2) 100.3 (3) 75.2 78.0
– Actual production volume
(ten thousand sq. m.) .......... 86.1 76.8 92.3 67.0 76.9
– Utilization rate (%) (4) ........... 90.2 83.7 92.1 89.1 98.7
Huangshi base
– Designed production capacity
(ten thousand sq. m.)
(6) ........ 56.0 83.4 87.3 65.5 72.4
– Actual production volume
(ten thousand sq. m.) .......... 30.9 49.1 56.4 41.9 55.2
– Utilization rate (%) ............ 55.1 58.9 64.7 64.0 76.3
Thai base
– Designed production capacity
(ten thousand sq. m.) .......... –––– 15.0
– Actual production volume
(ten thousand sq. m.) ......... –––– 1 . 8
– Utilization rate (%) ............ –––– 12.0
(7)
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Notes:
(1) Designed production capacity of the year is calculated based on the following assumptions:
(i) 300 operational days per year and 225 days per nine months, and (ii) 24 operating hours per day. The
calculation of production capacity excludes (i) production lines which were suspended for
maintenance/technical upgrades and (ii) newly launched production lines which were undergoing a test
period.
The designed production capacity of our production bases is affected by the types and production
requirements of the PCBs being manufactured. The same production lines may be utilized for
manufacturing PCBs of varying specifications, complexity and layer counts, which can result in variations
in production capacity. In addition, during the Track Record Period, we periodically allocated sales orders
between our Guangzhou base and Huangshi base based on product specifications and applications.
Specifically, the Huangshi base primarily handles consumer and industrial-application products, as well as
certain mid- to low-end server products, while the Guangzhou base primarily focuses on high-end server
products. This allocation ensures that each base can optimize its production capacity and meet specific
product requirements.
(2) The designed production capacity of our Guangzhou base decreased in 2023, primarily due to the
allocation of sales orders for consumer and industrial-application products to the Huangshi base. This
led to more production of PCBs with increased complexity, including more layers and higher
processing difficulty, resulting in lower designed production capacity.
(3) The designed production capacity at the Guangzhou base increased in 2024 as the Dongguan facility of
the Guangzhou base began operations, allowing for the relocation of certain processing steps to the
Dongguan facility. Such reallocation facilitated capacity enhancement of the Guangzhou base and
expanded the production capacity along with the utilization rate through technological upgrades.
(4) Utilization rate is calculated by dividing actual production volume by the designed production
capacity.
(5) The utilization rate of our Guangzhou base decreased from 90.2% in 2022 to 83.7% in 2023, primarily
due to certain orders for the Guangzhou base being allocated to Huangshi base for production in 2023.
(6) The designed production capacity of our Huangshi base increased from 2022 to 2023, and remained
relatively stable in 2024, primarily because the Huangshi base was in a production ramp-up phase,
which resulted in a then relatively lower designed production capacity in 2022.
(7) The utilization rate of our Thai production base was relatively low for the nine months ended
September 30, 2025. The base only commenced commercial production in June 2025 and remained in
the ramp-up phase during the period. Certain production equipment and facilities were still undergoing
testing, validation and progressive commissioning, and not all production lines had reached full
operational status.
Our capacity utilization rate may fluctuate periodically, primarily due to the custom
orders tailored to the unique specifications and technical requirements of our customers,
particularly in the production of PCBs for AI and general-purpose servers, as well as
industrial application products. Upon securing new purchase orders, we are generally required
to invest in production capacity and finetune manufacturing processes before beginning mass
production and ramping up output for the specifications. This typically involves equipment
procurement, setup, technical calibration, testing and verification processes before reaching
optimal efficiency. Additionally, our capacity utilization rate is influenced by the timing of
new product launches by our customers and industry-wide cycles driven by technological
upgrades and market conditions.
During the Track Record Period, the utilization rate of our Huangshi base was lower than
that of our Guangzhou base, primarily due to (i) lower utilization rates in 2022 and the first
half of 2023 as the factory was still in ramp-up phase and did not reach full capacity, (ii)
weakened demand of consumer electronics sector, (iii) employment of advanced automated
equipment in the production lines, which required a longer initial adjustment period for
optimization as compared to more established Guangzhou base.
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To enhance our production capabilities and strengthen our global reach, we have
established our Thai Base. The Phase I of our Thai base completed construction in January
2025 and commenced production by the end of June 2025. We expect to expand our production
capacity through Phase II of our Thai base, which is expected to commence in 2026, with
completion and production expected to commend in 2027. The estimated capital expenditure
for Phase II construction, procurement of machineries and installation of relevant equipment
is approximately RMB1,194.7 million, which we expect to be fulfilled by a combination of net
proceeds from the Global Offering and cash flows generated from our operating activities. The
designed production capacity of Phase II is approximately 300,000 sq. m. per year. We also
consider to expand the production capacity of our Guangzhou base, in particular production
capacity for HDI PCBs. The expanded production lines are expected to commence production
in the fourth quarter of 2026. For further details, see “Future Plans and Use of Proceeds.”
QUALITY CONTROL
We emphasize the quality control measures to facilitate consistent quality control in our
business operations. To achieve this, we have established a quality management system,
encompassing inspections during key stages of our production. This enables us to promptly
identify potential deviations. Additionally, leveraging the quality management system, we
continually optimize our production workflows to swiftly address customer inquiries and
adapt to changing market demands. Our quality management system complies with
internationally recognized standards relevant to PCB production, including ISO9001 for
overall quality management consistency; IATF16949 for automotive electronics PCBs; IECQ
QC080000 for hazardous substance process management during our PCB production process;
ISO14001 for our environmental management and sustainability practices; and ISO45001 for
our occupational health and safety management.
SALES AND MARKETING
Our Sales Network
We primarily sell our products through direct sales. Our direct sales customers consist
mainly of (i) end product brands, as the brand-owning companies that design, brand and
market their electronic products, and (ii) EMS providers, which manufacture and assemble
products based on specifications and designs from the end product brands. Most of the
products sold through direct sales feature customized specifications as requested directly by
our direct sales customers. This approach allowed us to deliver tailored products and work
closely to the needs of our direct sales customers.
We also sell to trading partners to extend our market reach and efficiently serve
smaller-scale end customers and end customers in certain regions. We believe our diversified
sales channels enable us to maintain stable demand and expand our market presence. We also
sell a small portion of our products to other PCB manufacturers. These PCB manufacturers
have demand for our products when they have insufficient production capacity or they do not
have the required capability to produce the products required by their customers. We also
collaborated with sales partners to reinforce our relationship with our direct sales customers.
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The following table sets forth a breakdown of the number of customers by sales channel
for the periods indicated:
Year ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
Direct sales customers (1) .... 1 1 8 1 3 0 1 3 8 1 5 5
Trading partners (1) (2) ....... 3 2 4 3 3 1 3 2
PCB manufacturers (1) ....... 1 9 1 7 1 4 1 5
Total ................... 169 190 183 202
Notes:
(1) Refers to the number of customers from whom we recognized revenue in the respective year.
(2) We engage with trading partners on an order-by-order basis, through individually issued purchase
orders, rather than formal distribution agreements. Accordingly, during the Track Record Period, there
were no terminations of business relationships involved in relation to our business relationship with
trading partners.
The following table sets forth a breakdown of revenue by sales channel in absolute
amounts and as a percentage of our revenue for the periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
PCB
Direct sales (1) ......... 2,128,796 88.2 2,373,995 88.7 3,366,432 90.1 2,437,324 90.9 3,471,073 90.5
Sales through trading
partners ........... 105,760 4.4 117,931 4.4 105,059 2.8 76,179 2.9 99,563 2.6
Sales to PCB manufacturers .... 37,230 1.6 43,496 1.6 7,889 0.3 5,732 0.2 4,095 0.1
Subtotal ............ 2,271,786 94.2 2,537,136 94.7 3,479,380 93.2 2,519,235 94.0 3,574,731 93.2
Other products (2) ......... 140,601 5.8 141,134 5.3 254,905 6.8 161,425 6.0 260,398 6.8
Total .............. 2,412,387 100.0 2,678,270 100.0 3,734,285 100.0 2,680,660 100.0 3,835,129 100.0
Notes:
(1) Revenue generated from direct sales involving sales partners amounted to RMB1,150.0 million, RMB1,385.4
million, RMB1,789.8 million, RMB1,291.0 million and RMB1,411.8 million, in 2022, 2023, 2024, and the
nine months ended September 30, 2024 and 2025, respectively.
(2) Other products were sold through our direct sales channel.
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During the Track Record Period, our products were sold in both domestic and
international markets. The table below sets forth our revenue from PCBs by region, based on
the delivery destination of our products, for the periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
Offshore
Bonded zones ......... 1,130,904 49.8 1,196,070 47.1 1,618,683 46.5 1,199,521 47.6 1,211,324 33.9
Hong Kong (1) .......... 412,309 18.1 387,052 15.3 531,453 15.3 350,873 13.9 765,133 21.4
– Transferred back to the
Chinese Mainland ..... 192,803 8.5 173,199 6.8 192,263 5.5 132,767 5.3 86,741 2.4
– Transferred to other Asian
countries ......... 76,582 3.4 69,264 2.7 151,874 4.4 95,806 3.8 350,211 9.8
– Transferred to Europe .... 56,776 2.5 46,947 1.9 48,711 1.4 38,188 1.5 40,490 1.1
– Transferred to America .... 37,297 1.6 71,021 2.8 124,102 3.6 72,995 2.9 235,871 6.6
– Transferred to other regions . 48,851 2.1 26,620 1.1 14,503 0.4 11,117 0.4 51,820 1.4
T a i w a n ............ 315,126 13.9 461,668 18.2 524,667 15.1 392,525 15.6 541,219 15.1
Others (2) ........... 19,757 0.9 14,887 0.6 7,950 0.2 6,534 0.3 8,211 0.2
Subtotal ........... 1,878,096 82.7 2,059,677 81.2 2,682,753 77.1 1,494,453 77.4 2,525,887 70.6
Chinese Mainland
(excluding bonded zones) ..... 393,690 17.3 477,459 18.8 796,627 22.9 569,782 22.6 1,048,844 29.4
Total ............. 2,271,786 100.0 2,537,136 100.0 3,479,380 100.0 2,519,235 100.0 3,574,731 100.0
Notes:
(1) A portion of our products delivered to Hong Kong were subsequently transferred to customers’ manufacturing
facilities located in the Chinese Mainland, while the others were subsequently transferred to customers’
facilities located in other countries in Asia such as Thailand, Malaysia, Singapore, Japan and other regions for
further assembly and processing.
Deliveries to Hong Kong are typically conducted under Free on Board (“ FOB”) Hong Kong trade terms as
defined under the Incoterms rules published by the International Chamber of Commerce. Under these terms,
Hong Kong serves as the designated delivery location, which is generally the port or carrier handover point,
while the final destination of the goods is generally specified specifically in shipping documents like bill of
lading as well as sales orders.
(2) Others mainly include Thailand and Mexico.
(3) Revenue attributed to product sales to bonded zones as a percentage of our total revenue decreased from
47.6% in the nine months ended September 30, 2024 to 33.9% in the nine months ended September 30, 2025.
This decrease was primarily driven by (i) a larger increase in revenue generated from sales of PCBs delivered
to the Chinese Mainland, reflecting robust demand from our domestic customer base during the nine months
ended September 30, 2025, and (ii) adjustments to delivery arrangements by certain existing customers, who
transitioned from bonded zone deliveries to overseas destinations in line with their evolving operational
needs.
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Bonded Zones
Overview
Bonded zones are closed-format comprehensive open areas in the Chinese Mainland, the
main functions of which are transit trade, export processing, warehousing and international
transportation. Enterprises and transactions within the bonded zones are, under the direct
supervision of the customs department of the PRC government, entitled to special preferential
policies, in respect to, among others, tariff, logistics, import and export trade and customs
filing related procedure, and must conduct trading activities between enterprises within the
bonded zones and overseas enterprises enjoy tariff preferential policies. For further details,
see “Regulatory Overview — Regulations in Relation to Bonded Zones.”
During the Track Record Period, we declared exports through Huangpu bonded zone,
which is part of the Guangzhou bonded zone where our Group was registered in. In 2022 and
2023, the Guangzhou bonded zone was eligible for preferential trade policies for imports
under relevant laws and regulations, which specified that production equipment imported for
use in the production steps of entities operating within bonded zones would receive bonded
status and be exempt from tariffs and V AT. Starting in 2024, as a result of policy adjustments
relating to the planning and geographic scope of bonded zones, the Guangzhou Bonded Zone
in which our Group was previously situated ceased to qualify as a bonded zone. Consequently,
our Group is no longer located within a bonded zone and is no longer entitled to the relevant
preferential policies, including V AT and tariff exemptions on imported production equipment.
Following this change, we remain eligible to and has continued to declare exports through the
Huangpu bonded zone with minimal impact on our customer declaration procedures or export
sales operations. However, as our Group is no longer an entity operating within bonded zones,
we are no longer entitled to the preferential policies available under relevant laws and
regulations such as V AT exemptions for imported production equipment. We consider that the
impact of the cessation of preferential status is limited, as our major technology upgrade
projects have already been completed and we do not expect significant volumes of new
equipment import.
Considering that the shift from the Guangzhou Bonded Zone to the Huangpu Bonded
Zone merely reflects a change in customer-designated delivery locations, and given that our
sales volume, number of our sales orders, revenue, and the number of customers have
remained stable with continued growth during the Track Record Period, our Directors are of
the view that this change has not had and is not expected to have any material adverse impact
on our business operations or financial performance.
Benefits for arrangement of product sales to bonded zones
Arrangement of product sales to bonded zones have the following benefits: (i) exemption
from export duty, as goods shipped from bonded zones to overseas markets are exempt from
export duties, (ii) goods transferred between different bonded zones are entitled to a bonded
status and are exempt from both tariff and import related taxes, (iii) sales to bonded zones are
treated as direct exports under relevant regulations, which allows customs clearance and
export tax rebates once the goods are declared, and (iv) the bonded zone system simplifies
customs approval procedures, by allowing enterprises within the zones to handle their own
filings, set reasonable customs verification cycles, and self-report, thereby enhancing
autonomy in managing tax and customs procedures and improving operational efficiency.
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Our sales model within bonded zones
Within bonded zones, risks and ownership are transferred to our customers under
different scenarios based on contractual arrangements. If products are for immediate use, the
risk and ownership transfer to the customer once the goods are cleared through customs in the
bonded zone and delivered to the customer’s designated site for production. If products are
stored in warehouses for future use, goods are delivered to and stored in the customer’s
designated warehouses within the bonded zone until needed for production, with ownership
and risk remaining with us until the customer retrieves the goods.
Our Direct Sales
During the Track Record Period, we sold our products directly to customers, consisting
mainly of (i) end product brands and (ii) EMS providers in various industries including cloud
computing and datacenters, telecommunications, automotive electronics, consumer
electronics and other industries. We reach our direct sales customers through a combination of
online and offline efforts such as industry exhibitions, where we showcase our product
portfolio, technologies and production capabilities.
Direct Sales Customers
Under the direct sales model, our direct sales customers generally make customized
requirements on product specifications, review and conduct certifications on key performance
of the required products. Through direct sales, we establish close and long-term collaborative
relationships with direct sales customers, where we actively participate from the early stages
of their product design, providing technical support and customized production solutions. Our
dedicated sales and technical teams maintain ongoing communication with our direct sales
customers, enabling us to respond promptly and effectively to their evolving requirements.
We generally enter into a framework agreement with our direct sales customers. Salient
terms of our typical direct sales agreements are as follows:
• Term and termination. We generally enter into framework direct sales agreements
without a fixed term, which may be terminated by mutual agreement or by either
party upon prior written notice under events specified under the agreements.
• Pricing policy. We sell our products to direct sales customers at mutually agreed
price ranges under purchase orders.
• Payment and credit term. We generally require our direct sales customers to pay
upon acceptance of products. We typically provide a credit period of up to 90 days
from the date of invoice.
• Purchase amount. We specify purchase amounts in the purchase orders in line with
the framework agreements.
• Product guarantee and return arrangements. We generally do not allow our direct
sales customers to return products to us except in limited circumstances such as
product defects. We typically provide a product warranty period of up to five years
depending on the applications of PCBs we sell.
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• Delivery and logistics. We are responsible for delivering our products to locations
designated by our direct sales customers.
• Confidentiality. These framework agreements usually have strict confidentiality
provisions that restrict us from disclosing confidential information of our customer.
Our Trading Partners
We sell our PCB products to reputable trading partners to extend our market reach and
efficiently serve smaller-scale end customers and end customers in certain regions. According
to Frost & Sullivan, engagement of trading partners for the sales of products are in line with
the PCB industry norm.
Relationship with our trading partners
The relationships between trading partners and us are categorized as seller-buyer
relationships. However, we do not authorize them to acquire end customers, negotiate on our
behalf, or maintain inventory for resale. We typically do not enter into distribution agreements
with trading partners. Instead, we transact on an order-by-order basis through individually
issued purchase orders. Accordingly, during the Track Record Period, there were no
terminations of our business relationships with trading partners. Revenue is recognized upon
the transfer of control of our products, which occurs when the products are delivered to and
accepted by our trading partners.
To the best of our knowledge, during the Track Record Period and up to the Latest
Practicable Date, all of our trading partners were Independent Third Parties. To the best of our
knowledge, besides the ordinary course sales arrangement with us, there is no other
relationship between the trading partners and each of our Company, our subsidiaries, our
Shareholders who own 5% or more of the total issued Shares, Directors or senior management
or any of their respective associates. As of the Latest Practicable Date, we were not aware of
any potential abuses or improper use of our name by our trading partners which could
adversely affect our reputation, business operation or financial condition.
Engagement with our trading partners
We engage third-party insurance providers to assess the creditworthiness of trading
partners before collaboration. For trading partners deemed credible by the insurance
providers, we secure trade credit insurance with coverage for the receivables associated with
their purchase orders. In cases where insurance coverage of receivables is not available due to
the insurance providers’ credit assessment, we may require prepayment from such trading
partners in line of our internal policies. This strategy allows us to manage credit risk
effectively and ensures that we do not extend open credit terms without adequate risk
mitigation measures.
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Principal Contractual Terms with Trading Partners
We typically do not enter into fixed-term framework distribution agreements with
our trading partners. Instead, our commercial engagement is conducted on a
transaction-by-transaction basis based on sales agreement or purchase order. The key terms of
our sales agreements and purchase orders are set out below:
• Term and termination. Our transactions with trading partners are typically
conducted through individual purchase orders without a fixed contractual term.
Either party may cease business by discontinuing future purchase orders. In limited
cases, we enter into sales agreement with our trading partners with terms of up to
five years. The nature of these relationships remains consistent with those
established without such long-term agreements.
• Risk transfer. Risks are transferred to our trading partners once the products are
shipped to the designated ports specified in the purchase orders, following their
inspection and confirmation.
• Pricing policy. We sell our products to trading partners at mutually agreed price as
specified in the purchase orders. We negotiate prices with trading partners on a
per-order basis, taking into account market conditions and specific requirements
from end customers.
• Sales target. We do not impose sales targets or minimum purchase obligations on
our trading partners. Purchase order reflects actual end customer demand, and we
do not encourage speculative stocking.
• Product return. We generally do not allow our trading partners to return products
to us except for product defects.
• Confidentiality. The trading partners agrees to strictly protect the information and
proprietary know-how it has gained access to under the agreement.
• Compliance and anti-corruption obligations. Trading partners are generally
required to comply with our anti-corruption and ethical conduct standards. Our
trading partners are generally required to refrain from offering improper benefits to
our personnel or engaging in any conduct that may compromise the integrity of our
commercial dealings.
• Dispute resolution. Both parties agree to amicable negotiation for any disputes
arising out of performance of the agreement. If the dispute cannot be resolved,
either party can proceed to court proceedings.
Management of our trading partners
Due to the nature of our relationship with trading partners, we exercise limited control
over their operations or sales activities. We do not assign sales targets, enter into long-term
distribution agreements, or grant exclusive territories under our sales agreements with trading
partners.
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Under our sales model with trading partners, we believe that we are subject to limited
exposure to risks associated with channel stuffing or cannibalization:
• Limited channel stuffing risk. We do not impose sales targets or minimum
purchase obligations on trading partners. Orders are placed on a as-needed basis
and reflect specific end customer requirements with different product
specifications. Trading partners are generally not permitted to return unsold
inventory, and we do not engage in consignment or speculative sales arrangements.
• Limited cannibalization risk. Our products are highly customized PCBs built to
meet individual end customer requirements. Products ordered through trading
partners are generally not interchangeable or resalable to other end customers,
which mitigates the risk of internal sales displacement or price competition with
our direct sales channel or sales through other trading partners.
Accordingly, considering that (i) we do not set sales targets or minimum purchase
obligations, (ii) our trading partners are generally not permitted to return unsold products,
(iii) our products are largely customized and not interchangeable, and (iv) we did not identify
any material channel stuffing or cannibalization risks during the Track Record Period and up
to the Latest Practicable Date, our Directors are of the view that we do not have any material
channel stuffing or cannibalization risks.
Our Sales to PCB Manufacturers
We sell a small portion of our products to other PCB manufacturers. Such arrangements
typically occurs when these manufacturers are unable to fulfill their customers’ orders due to
(i) insufficient production capacity, (ii) lack of the required technical capabilities, or (iii)
comparatively higher manufacturing costs. According to Frost & Sullivan, such arrangement
is common in our industry and is consistent with the market practice.
We believe that there would not be competition between us and our PCB manufacturers
customers, as the products supplied to PCB manufacturers are generally distinct from those
we produce for our own customers. In particular, we generally supply low-end or
supplementary PCBs, such as industrial application PCBs and consumer application PCBs
with six and lower layers, to PCB manufacturers when they lack sufficient production capacity
or the necessary capabilities for specific products. In comparison, our primary focus remains
on high-end, specialized PCBs for our own operations. Although such sales to PCB
manufacturers may be loss-making on a standalone basis, we believe they could enable us to
utilize idle production capacity, improve overall utilization rates, and reduce per-unit fixed
manufacturing costs such as depreciation and amortization for manufacturing equipment.
Accordingly, we consider that such arrangements are commercially rational, as they support
our overall operational efficiency and contribute to margin stability across our broader
product portfolio.
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Principal Contractual Terms with PCB Manufacturers
The key terms of the relevant sales agreement are set out below:
• Term and termination. We typically enter into a framework sales agreement with
other PCB manufacturers. The agreement will provide a certain period for us to
deliver the required products. Such agreement can be terminated upon mutual
consent or by either party upon written notice under the events specified in the
agreement.
• Pricing policy. We sell our products to these customers at mutually agreed price
ranges under purchase orders.
• Payment and credit term. We generally require these customers to pay upon
acceptance of products. We typically provide a credit period of up to 90 days from
the date of invoice.
• Purchase amount. We specify purchase amounts in the purchase order.
• Product guarantee and return arrangements. We typically do not allow these
customers to return products to us except in limited circumstances such as product
defects.
• Delivery and logistics. We are responsible for delivering our products to locations
designated by our customers.
• Confidentiality. These agreements usually have confidentiality provisions that
restrict us from disclosing confidential information of our customer.
Pricing
We price our products based primarily on factors including product specifications,
technical complexity, required manufacturing processes, raw material costs, industry
certifications and standards, customer order volume and market conditions. Our sales team
closely collaborate with our production and procurement team to assess the cost implications.
To manage fluctuations in raw material prices, especially key materials such as copper foils,
CCL and prepregs, we closely track market trends and maintain close communications with
suppliers. According to Frost & Sullivan, the pricing of our key products during the Track
Record Period was generally within the price ranges observed in the industry.
Marketing
We adopt tailored business development approaches for each of our target applications,
strategically allocating substantial resources toward the high-growth segments, particularly
servers and related computing applications. Our customer engagement spans the entire
process from initial customer acquisition through product validation, production and product
delivery. Through this close and continuous collaboration, we gain insights of our customers
early in the product development process and understand their evolving needs. This allows us
to deliver optimized products with consistent quality and efficient manufacturing, which
enhances customer trust and loyalty. Additionally, we station technical personnel at key
customers’ sites to deliver swift responses, which further solidifies customer confidence and
satisfaction.
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Product Return
Based on our policy and agreements with our customers, products sold to customers
cannot be returned except for instances of product design defects and quality issues. On
average, the value of products returned by customers accounted for less than 0.2% of our total
revenue of respective periods during the Track Record Period. During the Track Record Period
and up to the Latest Practicable Date, we did not received any material product return,
exchange, complaints or product liability claims from our customers. Since we received no
material customer complaints or request for product exchange due to product quality and
defects which were material to our business, we did not incurred any material warranty
expense or made any provision for such warranty expense during the Track Record Period and
up to the Latest Practicable Date.
Our Sales Partner
We collaborate with sales partners to maintain our relationship with our direct sales
customers. Sales partners normally play a role in (i) acquiring updated or potential product
requirements from direct sales customers and facilitating business communication, and (ii)
providing local support to overseas direct sales customers by bridging geographical,
language, and cultural differences as we expand our international business. According to Frost
& Sullivan, such collaboration with sales partner is common and consistent with the industry
practices in the global PCB industry. None of our Directors, senior management and their
respective associates, or Shareholders who own 5% or more of the total issued Shares had any
interest in any of our sales partners during the Track Record Period.
Under this model, we enter into contracts directly with direct sales customers and sell
products to them, while paying a commission fee to our sales partners for their maintenance
and execution efforts. We do not sell products to sales partners, and our ability to acquire
customers and drive business growth is not dependent on sales partners. Our agreements with
sales partners are commission-based and generally have no fixed term or include automatic
renewal clauses. Either party may terminate the agreement at any time with written notice.
During the Track Record Period, there were no terminations of business relationships with our
sales partners.
We recognize revenue based on the sales amounts at the agreed selling price under the
sales agreements with direct sales customers. Commission fees are not included in the selling
price of our products. Rather, commission fees are paid separately to our sales partners for
services rendered and are recognized as selling and marketing expenses in our consolidated
statements of profit and loss. According to our agreements with sales partners, our
commission rates with sales partners typically are below 5%, which is in line with industry
average, according to Frost & Sullivan. For further details, see “Financial Information —
Review of Historical Results of Operations — Selling and Marketing Expenses.”
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Difference between business model with sales agents and with our sales partner
We consider that our sales partners are not sales agents. The differences between sales
partners and sales agents are outlined below:
• Nature of service provided and collaboration. Our sales partners are primarily
responsible for market development and service support, facilitating introductions
and interactions between the Company and potential customers. Unlike sales
agents, our sales partners do not have the authority to negotiate or enter into legally
binding contracts on behalf of us.
• Privity of contract. Under business model with our sales partners, the ultimate
sales contracts are entered into directly between us and the end customers. Sales
partners are not parties to these contracts and do not act as intermediaries in legal
agreements.
• Role in sales execution. Our sales partners have limited involvement in sales
execution and their role is to support market development, rather than directly
executing sales transactions as in the case of sales agents.
• Revenue recognition and risk transfer. Our sales partners do not hold inventory, do
not bear inventory risk, and do not engage in the direct resale of our products.
Revenue is recognized directly between us and the end customer.
Principal Contractual Terms with Sales Partners
We typically enter into commission fee agreements with our sales partners, defining the
responsibilities of each party. The salient terms of our commission fee agreements with sales
partners are as follows:
• Term and termination. We generally enter into commission fee agreements without
a fixed term. Either party may terminate the agreement at any time, with or without
cause, by written notice.
• Roles and responsibilities. Sales partners are responsible for initiating business
opportunities, facilitating contract signing and execution, facilitating direct sales
customer relationship maintenance, collecting receivables, and supporting
acceptance of our standard terms.
• Commission. Commissions are determined based on commission rates and agreed
selling price between us and the direct sales customers. Commissions are paid to
sales partners after end customers have settled the sales invoices with us.
• Sales target. We do not impose sales target or minimum purchase obligations on
sales partners.
• Confidentiality. Sales partners generally maintain strict confidentiality of all
proprietary and confidential information obtained under the agreement.
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OUR CUSTOMERS
During the Track Record Period, our customers consisted of (i) direct sales customers,
primarily consisting of (a) end product brands and (b) EMS providers, (ii) trading partners,
and (iii) PCB manufacturers. In each year/period of the Track Record Period, our five largest
customers together generated RMB1,533.6 million, RMB1,756.7 million, RMB2,291.9
million and RMB2,270.7 million in revenues, respectively, accounting for 63.6%, 65.6%,
61.4% and 59.3% of our total revenue, respectively. In addition, revenue generated from our
largest customer accounted for 26.5%, 26.6%, 24.6% and 18.0% of our total revenues in each
year/period of the Track Record Period, respectively. All of our five largest customers were
Independent Third Parties during the Track Record Period.
To the best of our knowledge and as of the Latest Practicable Date, we were not aware of
any information or arrangement that would lead to the termination of our relationships with
any of our major customers. Our Directors are of the view that, we are not subject to any
material end-customer or industry concentration that would have a material adverse impact on
our business operation and financial performance. None of our Directors and their respective
associates, or Shareholders who own 5% or more of the total issued Shares had any interest in
any of our five largest customers during the Track Record Period.
The following table sets forth the details of our five largest customers in each period
during the Track Record Period:
Rank Customer Type of Customer Sales Amount
Percentage of
total revenue
Type of
product
purchased Credit terms
Year of
commencement
of business
relationship
(RMB’000) (%)
For year ended December 31, 2022
1 Customer A (1) Direct sales customer 639,883 26.5 PCBs 90 days 2016
2 Customer B (2) Direct sales customer 395,415 16.5 PCBs 90 or 120 days 2016
3 Customer C (3) Direct sales customer 177,207 7.3 PCBs 120 days 2017
4 Customer D (4) Direct sales customer 176,727 7.3 PCBs 120 days 2017
5 Customer E (5) Direct sales customer 144,324 6.0 PCBs 90 days 2016
Notes:
(1) A private technology company headquartered in Singapore, which principally engages in the development
and sales of personal computers.
(2) A public company headquartered in Taiwan, which principally engages in the development, manufacture and
sales of computers, communication and consumer electronics products components.
(3) A public company headquartered in Taiwan, which principally engages in the manufacture and sales of
servers and personal computers.
(4) A public company headquartered in Taiwan, which principally engages in the development and manufacture
of servers, personal computers and mobile devices.
(5) A public company headquartered in the Chinese Mainland, which principally engages in the research and
development of cloud computing, datacenters and servers.
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Rank Customer Type of Customer Sales Amount
Percentage of
total revenue
Type of
product
purchased Credit terms
Year of
commencement
of business
relationship
(RMB’000) (%)
For year ended December 31, 2023
1 Customer A Direct sales customer 713,563 26.6 PCBs 90 days 2016
2 Customer B Direct sales customer 533,268 20.0 PCBs 90 or 120 days 2016
3 Customer D Direct sales customer 196,113 7.3 PCBs 120 days 2017
4 Customer C Direct sales customer 165,691 6.2 PCBs 120 days 2017
5 Customer E Direct sales customer 148,056 5.5 PCBs 90 days 2016
Rank Customer Type of Customer Sales Amount
Percentage of
total revenue
Type of
product
purchased Credit terms
Year of
commencement
of business
relationship
(RMB’000) (%)
For year ended December 31, 2024
1 Customer A Direct sales customer 918,963 24.6 PCBs 90 days 2016
2 Customer B Direct sales customer 607,612 16.3 PCBs 90 or 120 days 2016
3 Customer C Direct sales customer 354,856 9.5 PCBs 120 days 2017
4 Customer E Direct sales customer 253,060 6.8 PCBs 90 days 2016
5 Customer D Direct sales customer 157,451 4.2 PCBs 120 days 2017Rank Customer Type of Customers Sales Amount
Percentage of
total revenue
Type of
product
purchased Credit terms
Year of
commencement
of business
relationship
(RMB’000) (%)
For the nine months ended September 30, 2025
1 Customer A Direct sales customer 688,960 18.0 PCBs 90 days 2016
2 Customer B Direct sales customer 666,469 17.4 PCBs 90 or 120 days 2016
3 Customer E Direct sales customer 310,311 8.1 PCBs 90 days 2016
4 Customer D Direct sales customer 309,775 8.1 PCBs 120 days 2017
5 Customer C Direct sales customer 295,170 7.7 PCBs 120 days 2017
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OUR SUPPLY CHAIN
Raw Materials
Our key raw materials primarily include CCL, prepregs, copper foils, copper spheres,
gold salts and dry films, which we source mainly from suppliers in the Chinese Mainland.
During the Track Record Period and up to the Latest Practicable Date, we did not experience
any significant shortage of raw material supplies, and the raw materials provided by our
suppliers did not have any significant quality issues.
Our Suppliers
Supplier Selection and Management
We carefully select and engage reputable suppliers to ensure the quality of our products.
We manage our suppliers to ensure quality standards, supply reliability and compliance with
our requirements. When selecting suppliers, we typically consider various criteria, including
product quality, production capability, proven track record, market reputation and price
competitiveness. In addition, we implement measures to continuously monitor and evaluate
suppliers’ performance based on their delivery timeliness, quality consistency and
responsiveness to our requirements. See “— Quality Control” for further details.
We generally enter into framework agreements with our key suppliers, which set forth
the general terms and conditions of purchase. Set forth below are salient terms of our
framework agreements:
• Term and termination. We generally enter into framework agreements with our
suppliers without a fixed term, which may be terminated by our suppliers or us
upon prior written notice.
• Product specifications. We generally specify quantity, price, specification,
delivery timeline and other detailed contractual terms in the purchase orders we
send to our suppliers.
• Pricing and Payment. We generally provide for payments based on mutually
agreed prices specified in the purchase order. We are generally granted a credit
period of 90 days for the payments.
• Delivery and logistics. Our suppliers are typically responsible for the delivery of
products to our specified locations in the purchase order.
• Risk transfer. The risk transfers to us upon our acceptance after inspection of the
products received. Suppliers are required to indemnify us from any losses,
damages, or liabilities arising from quality defects discovered during usage,
provided that such defects are determined to be attributable to the suppliers.
• Product warranty and returns. We are generally granted a warranty period of at
least one year. We are entitled to reject, replace or return products which fail to
conform to the quantity, quality or specifications as provided in the purchase order.
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Our Major Suppliers
Our major suppliers primarily consist of providers of raw materials critical to our PCB
production. In each year/period of the Track Record Period, purchase amount from our five
largest suppliers was RMB668.3 million, RMB766.0 million, RMB1,222.3 million and
RMB1,325.9 million, representing 53.7%, 58.2%, 63.1% and 59.8% of our total purchase
amount, respectively. In addition, purchases from our largest supplier accounted for 29.0%,
25.6%, 22.1% and 19.8% of our total purchases in each year/period of the Track Record
Period, respectively. All of our five largest suppliers were Independent Third Parties during
the Track Record Period.
None of our Directors and their respective associates or our Shareholders who hold more
than 5% of our total issued Shares had any interest in our five largest suppliers during the
Track Record Period. Additionally, we did not experience any material disputes with our
suppliers during the Track Record Period.
The following table sets forth the details of our five largest suppliers in each period
during the Track Record Period:
Rank Supplier
Purchase
Amount
Percentage of
total purchase
amount
Type of
product
provided Credit terms
Year of
commencement
of business
relationship
(RMB’000) (%)
For year ended December 31, 2022
1 Supplier A (1) 361,336 29.0 CCL, Prepreg 90 days 2010
2 Supplier B (2) 90,996 7.3 CCL, Prepreg 120 days 2006
3 Supplier C (3) 84,130 6.8 CCL, Prepreg,
Copper foils
90 days 2009
4 Supplier D (4) 74,531 6.0 CCL, Prepreg 90 days 2013
5 Supplier E (5) 57,350 4.6 CCL, Prepreg 90 days 2013
Notes:
(1) A public company incorporated in Taiwan, specialized in the production of CCL and PCB materials.
(2) A public company incorporated in Taiwan, engaged in the production and sales of CCL, prepregs, and
high-frequency laminates.
(3) A private company incorporated in Hong Kong, engaged in the sales of plastic products.
(4) A public company incorporated in the Chinese Mainland, which principally engages in the production and
sales of CCL, fiberglass prepreg and flexible laminates.
(5) A private company incorporated in the Chinese Mainland, engaged in the production and sales of CCL,
prepregs and flexible laminates.
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Rank Supplier
Purchase
Amount
Percentage of
total purchase
Type of
product
provided Credit terms
Year of
commencement
of business
relationship
(RMB’000) (%)
For year ended December 31, 2023
1 Supplier A 336,599 25.6 CCL, Prepreg 90 days 2010
2 Supplier B 134,814 10.2 CCL, Prepreg 120 days 2006
3 Supplier E 123,016 9.3 CCL, Prepreg 90 days 2013
4 Supplier D 97,226 7.4 CCL, Prepreg 90 days 2013
5 Supplier C 74,298 5.7 CCL, Prepreg,
Copper foils
90 days 2009
Rank Supplier
Purchase
Amount
Percentage of
total purchase
Type of
product
provided Credit terms
Year of
commencement
of business
relationship
(RMB’000) (%)
For year ended December 31, 2024
1 Supplier A 427,974 22.1 CCL, Prepreg 90 days 2010
2 Supplier E 268,872 13.8 CCL, Prepreg 90 days 2013
3 Supplier B 222,482 11.5 CCL, Prepreg 90 or 120 days 2006
4 Supplier D 194,974 10.1 CCL, Prepreg 90 days 2013
5 Supplier C 107,994 5.6 CCL, Prepreg,
Copper foils
90 days 2009
Rank Supplier
Purchase
Amount
Percentage of
Total Purchase
Type of
product
provided Credit terms
Year of
commencement
of business
relationship
(RMB’000) (%)
For the nine months ended September 30, 2025
1 Supplier A 438,179 19.8 CCL, Prepreg 90 days 2010
2 Supplier E 354,858 16.0 CCL, Prepreg,
copper foils
90 days 2009
3 Supplier D 243,830 11.0 CCL, Prepreg 90 or 105 days 2013
4 Supplier B 194,985 8.8 CCL, Prepreg 90 or 120 days 2006
5 Supplier C 94,075 4.2 CCL, Prepreg 90 days 2013
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RECENT REGULATION IN RELATION TO TARIFFS
Tariff Policies
In early 2025, the U.S. government initiated a series of escalating tariffs and trade
policies primarily targeting China, leading to retaliatory measures from China. As a result,
during the Track Record Period, the additional tariffs imposed by the U.S. on imports from
China peaked at 145%, while the additional tariffs imposed by China on U.S. imports peaked
at 140%. As of the Latest Practicable Date, the reciprocal tariffs and fentanyl-related tariffs
imposed on imports from China has been terminated.
Impact Assessment
Export
On export side, we do not expect the recent U.S.-China tension on tariffs would have a
material adverse effect on our business and financial conditions for the following reasons:
Limited direct sales to the U.S. Generally, our PCB products are not subject to trade
tariffs or export sanctions, except in cases where our PCB products are sold directly to the
U.S. In relation to direct sales to the U.S., such sales are limited to small quantities of samples
or certification PCBs, which do not involve large-scale commercial shipments.
Tariff bore by our customers. Within the limited cases where we sells samples or
certification PCBs directly to the U.S., the responsibility for import clearance and payment of
import tariffs lies with our customers based on the international commercial terms agreed
under our sales agreement with our customers. We typically do not handle the import duties
for these transactions. In addition, under such arrangements, we are not liable for trade tariffs
related to customers’ export products that incorporated our PCBs to the U.S.
Insignificant revenue from direct sales to U.S. The revenue contribution of our products
directly exported to the U.S. was relatively low and insignificant during the Track Record
Period. In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, the
revenue generated from our products directly exported to the U.S. was RMB29.0 million,
RMB7.9 million, RMB4.6 million, RMB3.2 million and RMB4.4 million, respectively,
representing approximately 1.2%, 0.3%, 0.1%, 0.1% and 0.1% of our revenue for the same
periods, respectively.
Given the tariff arrangements and that the revenue contribution from products directly
exported to the U.S. during the Track Record Period was limited, even if our PCBs are subject
to higher U.S. tariffs due to regulatory changes in the future, we believe that it would not
result in a material and adverse change in our business and result of operations as a whole.
Import
On import side, we believe that the tariffs imposed by China on imports of U.S. origin
would not have a material and adverse impact on our business and results of operations, for the
following reasons:
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Primarily sourced from the Chinese Mainland. We primarily procure key raw materials
for production of its PCBs, including CCLs, prepregs, copper foil, copper balls, gold salts,
and dry films, from qualified suppliers in the Chinese Mainland.
Limited procurement of raw materials of U.S. origins. While some sourced raw
materials are of U.S. origins, these raw materials represented an insignificant proportion of
our total purchase during the Track Record Period. In 2022, 2023, 2024, and the nine months
ended September 30, 2024 and 2025, our purchase amount of raw materials of U.S. origin, was
nil, RMB0.002 million, RMB0.07 million, RMB0.05 million and RMB0.004 million,
respectively, representing nil, 0.0002%, 0.0034%, 0.0035% and 0.0002% of our total purchase
in the same periods, respectively.
Limited import tariffs incurred. During the Track Record Period and up to the Latest
Practicable Date, the key raw materials of U.S. origin that we procured, including certain
prepregs and CCLs, were subject to limited tariffs imposed by China. In 2022, 2023, 2024 and
the nine months ended September 30, 2025, the import tariffs imposed by China we incurred
amounted to nil, nil, nil and nil, respectively.
No violation of U.S. export control regulations. As advised by our legal advisors as to
U.S. export control, while certain raw materials of U.S. origin are subject to the U.S. export
control restrictions, we believe that our procurement of raw materials of U.S. origin did not
violate U.S. export control regulations.
Our Directors, as advised by legal advisor as to the U.S. tariffs, are of the view that the
Group’s tariff liabilities are generally limited when the customers re-export into the U.S.,
considering that (a) the liability for U.S. tariffs generally falls on the importer of record in the
U.S.; and (b) during the Track Record Period, the Group had not experienced any material
adverse changes in order volume, price, customer payment or logistics arrangements, nor have
the Group received any requests from customers to renegotiate the sales agreement, cancel
orders or suspend delivery of products because of the imposition of the U.S. tariffs.
INFORMATION SECURITY AND DATA PRIV ACY
We recognize that the confidentiality, integrity and availability of our data are essential
to our operations. We strictly adhere to evolving data security and privacy laws and
regulations, ensuring that our business and transaction data is managed with the highest
standards, including Cybersecurity Law of the People’s Republic of China ( ʕശɛ͏΍ձ
), and Information Security Technology Personal Information Security Code
(τΌ஝ᇍ ).
Data Collection. We primarily collect, process, and store data related to production,
manufacturing, and inventory management during our ordinary course of business operations.
We do not collect personal information.
Data Transmission. We do not engage in cross-border transmission of users’ data. All
data from our production bases in the Chinese Mainland is stored domestically in the Chinese
Mainland. For our Thai production base, production site data is stored locally in Thailand,
while operational and business data is stored in the Chinese Mainland. Access to such data is
managed via secure connections with controlled permissions, ensuring that the Thai
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production base can only access its own data. We do not share or transfer data collected by it
to any third party without prior explicit consent. Without explicit consent, we prohibit
disclosing collected data to any third party unless mandated by a court or administrative order.
Data Protection
To ensure the protection of our data and maintain the confidentiality of sensitive
information, we have implemented a robust set of security measures designed to prevent
unauthorized access and mitigate potential risks: (i) data encryption. We employ advanced
encryption technologies to secure sensitive business data both at rest and during transmission,
preventing unauthorized access and reducing the risk of data breaches; (ii) access control.
Access to our data is strictly regulated, with permissions granted only to authorized
employees based on their roles and responsibilities. Sensitive information is accessible only
to those with the appropriate clearance, ensuring secure data handling; (iii) physical access
control. Entry to our facilities and networks is limited to authorized personnel. Visitors must
sign in upon arrival, and access to secure areas is tightly controlled, requiring prior approval;
and (iv) employee training. We provide ongoing data privacy and security training to all
employees, ensuring compliance with data protection policies and enhancing awareness of
how to securely handle sensitive information.
Information Security Framework
We established internal policies and a series of procedures for effective information and
cybersecurity management. Key of these internal policies and procedures include (i) network
security, in which we employ firewalls, antivirus software and intrusion detection systems to
protect our network infrastructure from external threats. Our network architecture features
dual-link redundancy to ensure stable and secure information transmission, (ii) data
protection and privacy, in which we maintain a set of protocols for data handling and storage,
including encryption, access controls and regular data backups, (iii) security audits and
testing, in which we perform routine cybersecurity penetration testing and vulnerability
assessment to evaluate the robustness of our system, (iv) employee training, in which we
provide regular training programs to enhance overall security awareness, and (v) disaster
recovery plan, in which we develop a disaster plan to ensure recovery of critical IT systems
and data. During the Track Record Period, we did not experience any breach of confidential
information of customers or any other customer information related incidents which could
cause a material adverse effect on our business, financial condition or results of operations. As
advised by our PRC Legal Advisor, we complied with the applicable laws and regulations in
the PRC in relation to data privacy, cybersecurity and personal data protection during the
Track Record Period and up to the Latest Practicable Date.
COMPETITION
We operate in a competitive and technology-intensive industry, where global customers
demand more advanced, higher-reliability and application-specific PCBs. We compete with
global players engaged in the R&D and manufacturing of PCBs, especially high-layer-count
PCBs and high level HDI PCBs for computing applications. According to Frost & Sullivan,
Chinese computing application PCB manufacturers have established a strong foothold in the
global market. Manufacturers from Taiwan and the Chinese Mainland occupy the leading
position in the global high performance server PCB industry. There is intense local
competition among PRC PCB manufacturers, and each manufacturer has its own
differentiated competitive strategy. See “Industry Overview” for further details.
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ENVIRONMENTAL, SOCIAL AND GOVERNANCE
We believe that Environmental, Social and Governance (ESG) considerations are
essential for our long-term sustainable development. We continuously strive to strengthen our
ESG governance framework, enhance our ESG practices and performance and contribute
positively to community and societal well-being through various ESG initiatives.
ESG Governance Structure
We have integrated ESG considerations into our overall strategy, long-term planning,
key decision-making processes and daily operations. Our ESG governance framework is
organized with a three-tier structure of strategy and ESG committee, ESG office and execution
level departments across the Group that implement our ESG targets. Through this structured
governance framework, we are committed to embedding sustainability into our business
operations, fostering long-term value creation and ensuring our stable and responsible growth.
ESG Risk Management and Strategy
We recognize the significance of ESG matters on our business strategy, financial
performance and operations. To proactively manage these factors, we have embedded ESG
considerations within our risk management framework by establishing our risk management
procedures. This ensures ongoing identification, evaluation and management of ESG risks and
opportunities.
We conduct risk identification and evaluate material ESG risk on an annual basis.
Relevant findings are documented in our Risk and Opportunity Identification, Evaluation and
Countermeasures Follow-Up List (ڌin which risks are
categorized into strategic, market, operational, financial, credit, reputation compliance and
ESG risks with clearly designated management leads. We have identified the following ESG
risks that we consider material and the mitigation measures taken by us to address these risks:
(i) climate change, including floods, typhoons, storms and other extreme weather conditions
and natural disasters may cause price volatility of raw materials, fluctuations in supply and
physical damage to our factories and offices, and (ii) transition risks, including policy risks,
technology risks and market risks associated with the transition to a low-carbon economy and
shifting customer demands to low-carbon products, especially in areas like AI servers,
datacenters and new energy vehicles.
Environmental Protection
We adhere to environmental regulations while optimizing resource conservation,
recycling and waste reduction efforts. Our green operations focus on land intensification, safe
raw material processing, clean production, waste recycling and low-carbon energy use. In
2024, the Ministry of Industry and Information Technology recognized us as a
“National-Level Green Factory,” validating our sustainable approach. We also ensure
compliance with local environmental laws by maintaining up-to-date permits and ISO14001
certifications, supporting continuous improvement in our environmental and energy
management systems.
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Water Management
As PCB manufacturing is a water-intensive industry, we have enhanced our water
resource management in 2024 through a structured risk framework. We assess water-related
risks at key production sites using internationally recognized tools and implement
corresponding control measures and annual water-saving targets. To optimize water use, we
have deployed smart water-saving technologies and expanded water recycling initiatives. In
2024, we introduced a smart water-saving system, incorporating ultrasonic flow meters,
variable-speed ball valves, and multi-sensor integration. This system enables real-time data
transmission and remote control, dynamically adjusting water flow to reduce consumption
while maintaining product quality. Additionally, we have advanced our water recycling efforts
by improving the reuse rate of wet process water. In 2024, our Guangzhou base achieved a
total recycled water usage of 34.6 million tons and saved 191,000 tons of water. These
measures have contributed to a year-on-year reduction in water consumption intensity and an
increase in recycled water usage to approximately 97% in 2024.
Waste Management
We have adopted comprehensive green management practices across our operations,
from material sourcing to waste disposal. In 2024, our Guangzhou plants were recognized as
a “Zero Waste Factory” under local government programs. We improve process efficiency and
waste recycling by introducing advanced recovery technologies, including copper and tin
reclamation systems, and implemented solutions to reduce hazardous waste generation. For
copper reclamation, we employ an online recovery technology that extracts copper from the
waste liquid through electrolytic extraction, turning it into metallic copper plates. The
residual water is then treated and recycled back into the production line, achieving circular
utilization. In 2024, we successfully recovered 87.4 tons of electrolytic copper, saved 324 tons
of chemicals, and reduced water consumption by 300 tons. For tin reclamation, we have
innovated beyond traditional external disposal practices by using online recovery technology
to extract tin from waste liquids, transforming it into tin mud cakes. These initiatives help
achieve a waste recycling rate of 97% in 2024 and support resource utilization across the
supply chain.
Energy Management
We continue to enhance energy efficiency while supporting the transition to low-carbon
operations. In 2024, we expanded the use of renewable energy through distributed
photovoltaics and green power procurement, with renewable energy accounting for
approximately 20% of our total electricity consumption. We also implement multiple
energy-saving projects, including equipment retrofits and process upgrades, contributing to an
annual reduction of over 4,600 tons of CO
2 equivalent emissions. In addition, our energy
storage systems and central energy-saving devices have significantly improved overall energy
utilization and reduced operating costs.
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Green Production
We focus on optimizing production processes to enhance energy efficiency and reduce
operational costs. Through continuous improvements in energy use and equipment
optimization, we have implemented refined energy management practices across production
workflows. Notably, we adopted high-temperature heat pump technology in tunnel ovens to
increase energy efficiency by utilizing air as a heat source for preheating. In 2024, this
initiative resulted in an annual electricity savings of approximately 500,000 kWh, reducing
carbon emissions by approximately 456 tons of CO
2e. Additionally, we upgraded our vacuum
systems, converting multiple vacuum generators to a centralized vacuum system, achieving a
reduction of 1,367 vacuum generators and an annual electricity savings of 934,000 kWh,
which corresponds to a reduction of 688 tons of CO
2e in 2024. To further support sustainable
manufacturing, we also advance smart manufacturing capabilities, driven by AI and IoT
technologies. These initiatives enable a more efficient, precise, and reliable manufacturing
process while contributing to our sustainability goals.
Supply Chain Management
We actively work to strengthen relationships with our suppliers by providing them with
resources and training to improve their management capabilities and technical skills. By
fostering long-term, collaborative partnerships, we aim to drive mutual growth, innovation,
and sustainable practices, ensuring the continuous improvement of the entire supply chain. We
have implemented a “Sustainable Procurement Policy” that ensures procurement activities are
conducted in a manner that considers environmental impact, social responsibility, and
business ethics. Our procurement team is regularly trained on compliance and anti-corruption
standards, with incentives aligned to encourage responsible and sustainable procurement
practices, promoting fairness and transparency in all transactions.
Anti-bribery and Anti-corruption Policies
We have established and implemented a comprehensive set of anti-corruption and
anti-bribery policies, including the “Anti-Corruption Policy,” “Anti-Bribery Management
System,” and “Anti-Bribery Whistleblowing Management System,” which provide a solid
institutional foundation for anti-bribery management across the company. Our approach
includes risk identification and assessment through internal audits and employee reports,
alongside preventive measures such as strengthened internal controls, an effective
whistleblowing system, and mandatory anti-corruption training for all employees. During the
Track Record Period and up to the latest Latest Practicable Date, there were no incidents of
bribery or corruption identified within our Group. We also regularly review and update our
policies to adapt to evolving regulatory requirements, ensuring that our anti-bribery and
anti-corruption efforts remain robust and aligned with global best practices.
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Metrics and Target
During the Track Record Period, we experienced significant increases in greenhouse gas
emission, water consumption and electricity consumption, as a result of our business
expansion and additional production facilities. The following table sets forth metrics on our
greenhouse gas emission, electricity and water consumption during the Track Record Period:
Year ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
Total greenhouse gas emission
(tCO 2e)1 ................. 207,340 282,488 322,639 319,661
– Scope 1 (tCO 2e)2 ........... 3,962 10,724 17,942 15,839
– Scope 2 (tCO 2e)3 ........... 79,659 87,208 100,682 96,975
– Scope 3 (tCO 2e ) ........... 123,720 184,557 201,461 206,847
Water consumption (tons) ...... 1,006,549 1,293,709 1,778,333 1,761,904
Electricity consumption (kWh) . . 130,031,525 147,139,255 187,325,382 189,481,263
Notes:
(1) tCO 2e refers to tons of carbon dioxide equivalent and is the standard unit for measuring carbon footprint.
(2) Scope 1 emissions refer to direct emissions from operations that are owned or controlled by our Group.
(3) Scope 2 emissions refer to energy indirect emissions resulting from the generation of purchase or acquired
electricity, heating, cooling and steam consumed within our Group.
We are committed to implementing green and energy-saving practices and improving
energy efficiency. The following sets forth our short-to-long term targets for energy saving
and carbon reduction, our planned measures for achieving the targets, as well as various
potential impacts on our business and operations:
Target Area Milestone Target
Renewable Electricity .............. B y 2036 50%
By 2050 100%
Carbon reduction in operations ....... N / A Y e a r -on-year reduction in carbon
emission intensity by 3.5%
By 2028 Carbon emission peak
By 2030 36.98% carbon reduction
By 2056 Net-zero carbon emissions
Water consumption per unit output ..... N / A Y e a r -on-year reduction by 3.5%
Recycled water .................... B y 2030 92%
By 2050 96%
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Social Responsibility
We are committed to upholding our corporate social responsibilities and strive to act as a
responsible corporate citizen. Recognizing the scale and influence of our operations, we
endeavor to promote inclusive development and contribute positively to the communities in
which we operate. We actively support socially responsible initiatives and integrate the
concept of corporate social responsibility across all levels of our operations.
Equal opportunity. We are committed to fostering a diverse and inclusive workplace.
Recruitment decisions are made solely based on role requirements, without regard to age,
gender, disability, race, marital status, religion or sexual orientation. As part of our diversity
efforts, we have employed 26 individuals with disabilities and provide them with accessible
facilities, tailored training programs and clear career development pathways.
Employee Well-being. We maintain open and transparent communication channels to
gather and respond to employee feedback. These include a formal Complaint, Appeal and
Feedback Management Procedure and quarterly employee satisfaction surveys. In 2024, we
processed and addressed several employee complaints through this system, contributing to the
continued improvement of our working environment.
Occupational Health and Safety
Occupational health and safety is our top priority. We have established and maintained
an ISO 45001-certified occupational health and safety management system. A dedicated
Safety Committee is responsible for overseeing implementation of key policies, including
Safety Production Management, Emergency Response and Occupational Hazard Control. Our
safety protocols include daily site patrols, monthly inspections by senior management, and
triennial assessments of occupational health risks. As a result of these efforts, we recorded no
incidents of fire or occupational disease in 2024.
EMPLOYEES
As of September 30, 2025, we had a total of 4,764 full-time employees. The vast
majority of our employees were based in China during the Track Record Period and up to the
Latest Practicable Date. The table sets forth a breakdown of our employees by function as of
September 30, 2025:
Function Number
Percentage of
Total Number
Technical (1) .................................. 8 2 4 17.3%
Sales and marketing ........................... 9 1 1.9%
Production .................................. 3,543 74.4%
Administrative ............................... 3 0 6 6.4%
Total....................................... 4,764 100.0%
Note:
(1) including 406 R&D staff
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We enter into standard employment agreements with our employees to cover matters
regarding confidentiality, intellectual property, employment, commercial ethics and
noncompetition, in particular, the noncompetition provision and confidentiality provision are
effective during and after their employment with us. We believe that we maintain good
working relationships with our employees, and we had not experienced any material labor
disputes, strikes, protests or any difficulty in recruiting staff for our operations during the
Track Record Period and up to the Latest Practicable Date.
During the Track Record Period, we engaged certain dispatched workers from
third-party employment agencies. Pursuant to the Labor Contract Law and its amendments,
dispatched workers may only be engaged for temporary, ancillary or substitute positions. The
Interim Provisions on Labor Dispatch, which became effective on March 1, 2014, further
provides that the number of dispatched workers an employer may use must not exceed 10% of
its total labor force. During the Track Record Period, the number of dispatched workers we
engaged did not exceed 10% of our total labor force.
Social Insurance and Housing Provident Funds
As required by applicable laws and regulations, we participate in various government
statutory employee benefit plans, including social insurance plans, namely pension, medical,
unemployment, work-related injury and maternity insurance plans, and housing provident
funds.
Background and reasons for non-compliance
During the Track Record Period, we did not make full contributions to social insurance
and housing provident fund for our employees as required by the relevant PRC laws and
regulations. In addition, we did not commenced contributions to housing provident fund for
our employees within 30 days of employment commencement as required by PRC regulations.
The shortfall of social insurance and housing provident fund contributions amounted to
approximately RMB27.9 million, RMB32.0 million, RMB36.4 million and RMB40.6 million
in 2022, 2023, 2024 and the nine months ended September 30, 2025, respectively.
We were unable to make full social insurance and housing provident fund contributions
for the relevant employee, primarily due to (i) employees’ unwillingness, as certain of our
employees were not willing to bear the costs associated with social insurance and housing
provident funds strictly in proportion to their salaries, and (ii) employees’ preference for
participation in places of residency, as certain of our employees chose to participate in local
welfare schemes offered in their place of residency, instead of in the social welfare schemes of
the city where they temporarily reside.
Potential Legal Consequences
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
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regulations, if an employer is overdue in the payment and deposit of, or underpays, the
housing provident fund, the relevant authority could order the employer to make the payment
and deposit within a prescribed time limit and, failing which, an application may be made to a
court in China for compulsory enforcement. Pursuant to the Urgent Notice on Enforcing the
Requirement of the General Meeting of the State Council and Stabilizing the Levy of Social
Insurance Payment (ၡ
) promulgated on September 21, 2018 by the Ministry of Human Resources and Social
Security, human resources and social security authorities are prohibited from organizing and
conducting centralized collection of enterprises’ historical social insurance underpayments.
As of the Latest Practicable Date, considering that (i) we had obtained written
confirmations from local social insurance and housing provident fund authorities, which
confirmed that (a) no violation of laws and regulations in relation to labor by us was found,
and (b) we had been subject to no penalties related to social insurance or housing provident
fund during the Track Record Period, (ii) we were not aware of any plans by the relevant tax
authorities or regulatory bodies to conduct a comprehensive recovery or impose penalties to
make the outstanding shortfall, (iii) if we are required to make such payments, we will
promptly settle the outstanding shortfall in social insurance and the housing provident fund,
and (iv) the Ministry of Human Resources and Social Security and the State Administration of
Taxation have strictly prohibited the centralized collection of historical shortfalls for social
insurance and housing provident fund contributions and Supreme People’s Court’s
Interpretation (II) on Several Issues Concerning the Application of Law in Labor
Dispute Cases (༆ᙑ ɚ ) (the
“Interpretation”), which took effect on September 1, 2025, in the absence of material
employee complaint, our PRC Legal Advisor is of the view that, under the premise that there
are no significant changes to current PRC policies and regulations or to the enforcement and
supervision requirements of local governments, the likelihood that we would be subject to
material administrative penalties due to our failure to provide full social insurance and
housing provident fund contributions is remote.
As of the Latest Practicable Date, we had not received any notification from the relevant
PRC authorities requiring us to pay any shortfall with respect to social insurance and housing
provident funds or imposing any administrative penalties on us, nor were we were informed
with or aware of any material employee complaints or involved in any material labor disputes
with our employees with respect to social insurance and housing provident fund contributions.
Pursuant to the Article 19(1) of the Interpretation, if an employer and an employee agree or the
employee commits that social insurance contributions are not required to be paid, the People’s
Court shall deem such agreement or commitment invalid, and where an employer fails to pay
social insurance contributions, and the employee requests to terminate the labor contract and
claims economic compensation from the employer in accordance with the PRC Labor
Contract Law, the People’s Court shall support such claims. For further details, see
“Regulatory Overview — Regulations on Employment, Social Insurance and Housing
Provident Fund.”
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Considering that (i) we and the relevant employees have never signed any agreement
which stipulates that no payment of social insurance would be required to be made by us; (ii)
no employee has brought a lawsuit or arbitration against us in respect of payment of social
insurance as of the Latest Practicable Date; (iii) the Interpretation will not influence the
assessment of any contribution shortfalls or increase our exposure to penalties, because we
had not received any notifications from the relevant government authorities requiring payment
of shortfalls or overdue charges for social insurance or housing provident funds in full during
the Track Record Period and up to the Latest Practicable Date; and (iv) any shortfall in social
insurance and housing provident fund contributions, regardless of the reason (including cases
resulting from employees’ preference or election), has been included in our shortfall
calculation, our Directors are of the view that the implementation of the Interpretation would
not have a material adverse effect on our business operations, financial condition or results of
operations. Our PRC Legal Advisor is of the view that the risk that we would be subject to
material administrative penalties resulting from the new implementation is remote, primarily
because (i) the Interpretation does not expand our penalty exposure; (ii) the Interpretation
does not repeal the social insurance laws and regulations currently in force in the PRC; and
(iii) as of the Latest Practicable Date, no employee has brought a lawsuit or arbitration against
our Group in respect of social insurance payments, and accordingly, we do not have pending
litigation or arbitration governed by or subject to the Interpretation.
As such, we have not made provisions for the shortfalls of contributions to the social
insurance and housing provident funds during the Track Record Period. In view of the above,
the potential maximum penalty with respect to fines that we may be exposed to due to shortfall
of social insurance contributions during the Track Record Period would be approximately
RMB57.7 million, RMB70.0 million, RMB80.4 million and RMB94.6 million in 2022, 2023,
2024 and the nine months ended September 30, 2025, respectively. In addition, in the case that
if the relevant authority makes an application to relevant courts for enforcement, the amount
of maximum potential enforcement due to shortfall of housing provident fund contributions
during the Track Record Period would be approximately RMB8.6 million, RMB8.7 million,
RMB9.6 million and RMB9.0 million in 2022, 2023, 2024 and the nine months ended
September 30, 2025, respectively.
Internal control and remedial measures
We plan to implement enhanced internal control measures including (i) human resources
management policies, in which we will enhance relevant policies to require that social
insurance and housing provident fund contributions are made in full compliance with
applicable local laws and regulations, (ii) employee training to enhance awareness, (iii)
monitoring and supervision, in which we will establish a dedicated internal control team to
oversea ongoing compliance with social insurance and housing provident contribution
requirements, (iv) legal and regulatory consultation, in which we will regularly consult with
legal counsel to obtain guidance on the latest development of applicable laws and regulations,
and (v) employee communication, in which we will actively engage with employees to ensure
they understand the important of full participation in social insurance and housing provident
contributions.
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Latest Status
During the Track Record Period and up to the Latest Practicable Date, we had not been
and were not involved in any material noncompliance incidents in relation to social insurance
and housing provident funds that have led to fines, enforcement actions or other penalties that
could, individually or in the aggregate, have a material adverse effect on our business,
financial condition and results of operations.
We undertake to make full contributions of social insurance and housing provident funds
in accordance with relevant PRC laws and regulations as soon as practicable, subject to the
cooperation of our employees in making full contributions. Additionally, if relevant
authorities order us to fully contribute to the social insurance and/or housing provident funds
going forward, we undertake to make full contributions and/or make such rectification
measures promptly within the specified period.
INSURANCE
We maintain insurance coverage over our daily operations. Our insurance policies
primarily include employee-related insurance, property all-risk insurance, transportation
insurance and credit insurance. We review our insurance policies periodically to ensure
compliance with the statutory PRC laws and regulations. We believe that our existing
insurance coverage is adequate for our business operation and is in line with industry
standards in the countries where we operate. During the Track Record Period, we were not
subject to any material claim of insurance.
CROSS-BORDER INTRA-GROUP TRANSACTIONS
Overview
In our ordinary course of business, we engaged in certain cross-border intra-group
transactions among our entities in the Chinese Mainland and Hong Kong. During the Track
Record Period, our intra-group transactions primarily involve (i) intra-group sales of tangible
assets, including sales of raw materials, production equipment and finished products, (ii) intra
group provision of processing services and (ii) intra-group financing arrangements. In 2022,
2023 and 2024, and the nine months ended September 30, 2025, the amount of intra-group
transactions were RMB1,743.0 million, RMB2,078.2 million, RMB3,038.8 million and
RMB3,194.9 million, respectively.
Our pricing structure varies based on the type of transactions. For sales of products to
Delton International in Hong Kong, products are procured from our manufacturing entities in
the Chinese Mainland at a price that allows Delton International to retain a portion of the
overall gross margin, which is used to cover its essential operational and selling expenses. The
Company was accredited as a High and New Technology Enterprise in 2020 and, as a result,
was entitled to a preferential corporate income tax rate of 15% during the Track Record
Period. Huangshi Delton was similarly accredited in 2023 and qualified for the same
preferential tax rate of 15% for the years ended December 31, 2023 and 2024. Delton
International is subject to the two-tiered profits tax regime in Hong Kong, under which the
first HK$2,000,000 of assessable profits is taxed at 8.25%, and any amount exceeding that
threshold is taxed at 16.5%.
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Transfer Pricing Assessment
We follow the guidelines set forth by the Organization for Economic Co-operation and
Development (“OECD”) Transfer Pricing Guidelines (“ OECD Transfer Pricing
Guidelines”), which are generally consistent with the tax laws of jurisdictions involved in our
intra-group transactions, including the Chinese Mainland and Hong Kong. We also follow
Transfer Pricing regulations in the Chinese Mainland and Hong Kong, and general transfer
pricing practice in both regions to conduct review and evaluation on related-party pricing
arrangement.
We have engaged an independent transfer pricing consultant (the “ Transfer Pricing
Consultant”) to conduct a review of our intra-group transactions during the Track Record
Period. The Transfer Pricing Consultant reviewed information provided by us, including
functional files and financial figures of our Group entities involved in intra-group transaction,
and performed benchmark studies. The objective was to evaluate whether the relevant pricing
of intra-group transactions was in line with the arm’s length principle and would not give rise
to material tax exposure.
Analysis of Sales of Tangible Assets and Provision of Processing Services
Sales of Tangible Assets
During the Track Record Period, certain Group entities engaged in intra-group sales of
tangible assets, primarily including sales of raw material, finished products and production
equipment as follow: (i) sales of raw materials. Dongguan Superb and Guanghua
Environmental sold raw materials to the Company and Huangshi Delton; (ii) sales of
production equipment. The Company, Dongguan Delton and Huangshi Delton sold production
equipment to one another in reciprocal transactions; and (iii) sales of finished products. In
relation to domestic sales, the Company procured finished products directly from (i) Huangshi
Delton and (ii) Dongguan Delton based on customer orders, in which cases Huangshi Delton
and Dongguan Delton sourced materials, processed, and delivered the finished products to the
designated locations of the Company’s customers. In relation to overseas sales, based on
customer orders from Delton International, the Company or Huangshi Delton directly sourced
materials, processed, and delivered the finished products to the designated locations of Delton
International’s customers.
Provision of Processing Services
During the Track Record Period, certain Group entities engaged in the provision of
intra-group processing services. Specifically, in 2022 and 2023, (i) Huangshi Delton and
(ii) the Company provided manufacturing services to each other interchangeably. Since 2024,
(i) Huangshi Delton and (ii) Dongguan Delton provided manufacturing services to the
Company. In addition, Guanghua Environmental provided reclamation treatment services to
Huangshi Delton during the Track Record Period.
For the above (i) sales of tangible assets and (ii) provision of processing services
transactions, the Transfer Pricing Consultant has conducted comprehensive and practical
valuation on the pricing arrangements, particularly for the cross-boarder transaction between
Delton International, the Company and Huangshi Delton. Generally, tax bureaus in the
Chinese Mainland and Hong Kong pay particular attention to cross-boarder transactions, and
focus on that if entities in different regions earn reasonable profit margin in the transactions.
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In the cross-boarder transactions, Delton International functions as limited risk
distributor and earns reasonable profit margin, which fell within the interquartile range of
benchmarking study for comparable distributors. In view of this and following the relevant
transfer pricing guidelines and general practice, the Transfer Pricing Consultant consider that
pricing policy for such cross-boarder transactions complies with arm’s length principle.
In terms of domestic transactions, the Transfer Pricing Consultant reviewed function and
risk profile of involving parties for the domestic value chain, covering all the domestic
related-party transactions. The transfer pricing consultant conducted benchmarking test to
evaluate profit margin for manufacturing function. It is evaluated and concluded that all
involving parties earn reasonable share of manufacturing profit.
The Transfer Pricing Consultant has reviewed these transactions and found that the
during the Track Record Period, the gross profit margins for such transactions were within the
interquartile range based on comparable benchmarks. Accordingly, the pricing of these
transactions is considered consistent with the arm’s length principle.
Analysis of Intercompany Financing Arrangements
During the Track Record Period, certain Group entities, including the Company,
Huangshi Delton, Dongguan Delton and Thailand Delton entered into intercompany financing
arrangements for working capital and strategic funding purposes.
The independent transfer pricing consultant has reviewed these arrangements and found
that most loans were interest-bearing and priced in line with market rates. Specifically, a
limited number of interest-free financing arrangements were made to support developing
subsidiaries and business expansion, and such arrangements were not motivated by tax
avoidance purposes, and thus the associated risk is considered low. Accordingly, the pricing of
these transactions is considered consistent with the arm’s length principle.
Based on the above analysis regarding our intra-group transactions, as advised by the
Transfer Pricing Consultant, our Directors are of the view that (i) our Group sets reasonable
pricing arrangement for the Covered Transactions, (ii) the Covered Transactions were in line
with the arm’s length principle, that our transfer pricing practice did not have any material
compliance issues and no material adjustment is required, and (iii) our transfer pricing
arrangements should not result in material transfer pricing exposure for Track Record Period
and the practical transfer pricing adjustment risk should be low. Based on the due diligence
conducted by the Joint Sponsors, nothing has come to the Joint Sponsors' attention that would
cause them to disagree with our Directors' view regarding the transfer pricing arrangements.
Tax Implication
We engage in regular communication with relevant tax authorities across the
jurisdictions in which we operate, submit the pricing policies for our intra-group transactions
for review to ensure transparency. During the Track Record Period and up to the Latest
Practicable Date, we did not receive any challenges from relevant authorities in any
jurisdiction questioning our intra-group pricing policies or demanding additional tax
payments due to such pricing policies. In addition, during the Track Record Period and up to
the Latest Practicable Date, to the best knowledge of our Directors, we were not aware of any
inquiries, audit, investigation or challenge by any relevant tax authorities in the Chinese
Mainland and Hong Kong in relation to our intra-group transactions. In light of the above, as
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advised by the Transfer Pricing Consultant, our Directors are of the view that our Group has
been in compliance with the relevant transfer pricing laws and regulations in the Chinese
Mainland and Hong Kong during the Track Record Period and up to the Latest Practicable
Date.
Our management will closely monitor our Group’s transfer pricing arrangements
including reviewing the reasonableness of the pricing policy of our intra-group transactions
from time to time. However, we cannot assure you that our transfer pricing arrangements will
not be subject to review and possible challenge by any relevant tax authorities in the future,
even though we believe we have reasonable grounds to defend ourselves against such a
possible challenge. In addition, although benchmarking studies conducted in accordance with
OECD Transfer Pricing guidelines would generally be followed by all tax jurisdictions
involved in the Covered Transactions, it does not have binding effect on any local taxation
authorities in the event of transfer pricing controversy. For further details, see “Risk
Factors — Risks Relating to Our Business and Industry — Our transfer pricing arrangements
may be subject to scrutiny by the relevant tax authorities in the countries and regions where
we operate.”
PROPERTIES
Owned Properties
Land
As of the Latest Practicable Date, we owned and occupied the land use rights of five land
parcels in China, with an aggregate land area of approximately 637,139 sq. m., and five land
parcels in Thailand, with an aggregate land area of approximately 110,800 sq. m. These land
parcels are mainly used for our production and warehousing purposes. As of the Latest
Practicable Date, we had obtained all land use rights certificates for all land parcels we owned
and occupied.
Buildings or Units
As of the Latest Practicable Date, we owned or occupied 18 buildings or units across
China, with an aggregate GFA of approximately 329,060 sq. m. As of the Latest Practicable
Date, we had obtained building ownership certificates for 17 of the buildings we owned,
which are mainly used as our factories, warehouses and office space.
As of the Latest Practicable Date, we have not obtained the building ownership
certificates for one of our properties we occupied and used, which were used as canteen. This
is due to the fact that, we have not completed the related procedures for obtaining building
ownership certificates.
With respect to the canteen, based on (i) the written confirmations with Huangpu Urban
Management Bureau (“҅”) that we had not been subject
to any material administrative penalties by competent regulatory authorities during the Track
Record Period, (ii) the fact that we have obtained the food operation license required for the
operation of the canteen, and considering that we could find alternative property to use if
needed, our Director, as advised by our PRC Legal Advisor, is of the view that such
circumstance would not have any material adverse impact on our business operation.
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Lease Properties
As of the Latest Practicable Date, we signed lease agreements with four lessors in China,
with an aggregate GFA of approximately 9,280 sq. m., which were used as our employee
dormitories and warehouse.
Non-registration of Lease Agreements
Pursuant to the applicable PRC laws and regulations, property lease agreements shall be
registered with the relevant local branches of the PRC Ministry of Housing and Urban-Rural
Development. As of the Latest Practicable Date, we did not complete lease registration for the
properties we leased under lease agreements with three of the four lessors in China, with an
aggregate GFA of approximately 6,400 sq.m. The failure of lease agreement registration was
primarily due to lack of cooperation from our lessors. As the registration of a lease agreement
requires the cooperation between the lessor and lessee and lessors are typically unwilling to
undertake the administrative burden, we were not able to complete the registration of lease
agreements without lessors’ cooperation.
As advised by our PRC Legal Advisor, the absence of registrations will not affect the
validity of the lease agreements, nor materially and adversely affect our operations. The
relevant PRC authorities may request us to complete the registration, and if we fail to
complete the registration of lease agreements within the stipulated period, as advised by our
PRC Legal Advisor, a fine ranging from RMB1,000 to RMB10,000 may be imposed by the
relevant PRC authorities for each of the lease agreements. Accordingly, the aggregate amount
of maximum fine will be approximately RMB40.0 thousand, which accounted for less than
0.01% of our revenue in 2024, and thus which our Directors believe will not have any material
adverse impact on our business operations.
As of the Latest Practicable Date, in relation to the leased properties that had not
completed lease registration, we have not been required by the relevant local housing
administrative authorities to complete the registrations, nor been penalized or fined by the
relevant authorities. In addition, as of the Latest Practicable Date, we will communicate with
our lessors and will take all practicable and reasonable steps to register these lease
agreements. Based on the foregoing, after consulting with our PRC Legal Advisor, our
Directors believe that (i) the absence of registration for certain lease agreements does not
constitute a material or systemic non-compliance on our part, and (ii) the failure to register
these lease agreements, either individually or in total, will not have a material impact on our
business or operational results.
Absence of V alid Title Certificate
As of the Latest Practicable Date, we had not received real estate ownership certificates
or proof of authorizations from the lessors or the property owners, for the properties we leased
under lease agreements with one of the four lessors, with an aggregate GFA of approximately
2,410 sq.m.
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Our PRC Legal Advisor is of the view that we would not be subject to any administrative
penalties arising from the landlord’s lack of valid title certificates considering that according
to the applicable PRC laws and regulations (i) the imposition of administrative penalties on
any entity must be based on provisions expressly stipulated by laws, regulations, and rules;
and (ii) no applicable laws, rules or regulations stipulate that any penalty shall be imposed on
the tenants with respect to the landlord’s lack of valid title certificates. Nevertheless, as
tenants, as advised by our PRC Legal Advisor, if the lessor of the leased properties do not have
the requisite rights to lease the relevant properties, our lease may be affected, and, as a result,
we may be required to vacate the relevant properties and relocate. In the event that we are
unable to continue using the leased properties, in accordance with the applicable provisions of
the PRC Civil Code and as advised by our PRC Legal Adviser, we have the right to request a
reduction in rent or seek exemption from rent payments. Furthermore, it is the lessors’
obligation to obtain valid title certificates in order to enter into the leases. In the case of a
dispute arising from these leases, or if we incur losses as a result of them, we are entitled to
request indemnification from the lessor for such losses under the lease agreements, in
accordance with the relevant provisions of the PRC Civil Code.
Our Directors are of the view that the aforementioned absence of valid title certificates
will not have a material impact on our business operations and financial performance, having
considered the above, and that: (i) such leased properties are used for employee dormitories,
and are highly replaceable, and we do not have material reliance on them, (ii) as of the Latest
Practicable Date, we were not aware of any challenge made by a third party or competent
government authority on the titles of any of these leased properties that might affect our
current occupation, (iii) during the Track Record Period and up to the Latest Practicable Date,
we had not been required to cease operations due to challenges from third-party rights holders
against the lessors’ right to lease that have resulted in a material adverse impact on our
business, results of operations, or financial condition, (iv) we maintain a pool of alternative
site candidates, and our Directors believe that, in the event that the relevant rightful title
holders or other third parties challenge our use of such leased properties and we are required
to relocate, we are able to find suitable alternative properties within the proximate area,
without incurring substantial additional costs nor imposing any material adverse effect on our
business, financial condition and results of operations, and (v) as detailed below, we will
enhance our internal control measures and procedures to prevent leasing properties without
valid title certificates in the future.
To prevent recurrence of absence of valid title certificates in the future, we will keep
enhancing our internal control measures, including (i) maintaining active and regular
communications with the lessors of the leased properties, requesting them to provide us with
the title certificates or documents evidencing the rights to lease before we enter into lease
agreements with them, and (ii) asking the lessors to indemnify us for any of our losses caused
by any absence of valid title certificates.
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Property Valuation
As of the Latest Practicable Date, we had no single property with a carrying amount of
15% or more of our total assets, and on this basis, we are not required by Rule 5.01A of the
Listing Rules to include in this document any valuation report. Pursuant to section 6(2) of the
Companies (Exemption of Companies and Prospectuses from Compliance with Provisions)
Notice (Chapter 32L of the Laws of Hong Kong), this document is exempted from compliance
with the requirements of section 342(1)(b) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance in relation to paragraph 34(2) of the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance, which requires a valuation report
with respect to all of our interests in land or buildings.
IMPACT OF COVID-19 PANDEMIC
Although the pandemic temporarily disrupted various sectors of the global economy, our
operations were minimally impacted. Our sales and revenue demonstrated consistent growth
throughout the Track Record Period. During the Track Record Period and up to the Latest
Practicable Date, we did not experience any material disruption to our regular operations due
to the COVID-19 pandemic. In light of the above, our Directors are of the view that, the
COVID-19 pandemic has not had any material adverse impact on our business operations and
financial performance.
LICENSES, APPROV ALS AND PERMITS
As of the Latest Practicable Date, we obtained all requisite licenses, approvals and
permits from relevant government authorities that are material to our business operations in
China and overseas. The following table sets out details of material licenses, permits and
regulatory approvals held by us as of the Latest Practicable Date.
Licenses, permits and
regulatory approvals Issuing authority Grant dates
Expiration
dates
Chinese Mainland
Pollutant discharge permits
(“રϮ஢̙ᗇ”) for the
Company
The Administrative Committee
of the Guangzhou
Development District
(“ᄲҭ҅”)
December 1,
2019
November 30,
2022
December 31,
2022
November 30,
2027
December 26,
2024
December 25,
2029
Pollutant discharge permits for
Huangshi Delton
Ecology and Environmental
Bureau of Huangshi
(“ර̹ͩ͛࿒ᐑྤ҅”)
August 20, 2021 August 19, 2026
July 12, 2024 July 11, 2029
Pollutant discharge permits
for Dongguan Delton
Ecology and Environmental
Bureau of Dongguan
(“୷̹͛࿒ᐑྤ҅”)
October 31,
2025
October 30,
2030
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Licenses, permits and
regulatory approvals Issuing authority Grant dates
Expiration
dates
Thailand
License for Land Use and
Business Operation in the
Industrial Estate under the
Industrial Estate Authority of
Thailand Act, for plots F13,
F14, F15, F16
Industrial Estate Authority of
Thailand (“IEAT”)
July 6, 2023 –
License for Land Use and
Business Operation in the
Industrial Estate under the
Industrial Estate Authority of
Thailand Act, for plots C7
IEAT May 31, 2024 –
Construction, Modification, or
Demolition Permit for plots
F13, F14, F15, F16
IEAT October 25, 2024 October 26, 2025
Construction, Modification, or
Demolition Permit for plots
F13, F14, F15, F16 (the
Second)
IEAT May 7, 2024 May 6, 2026
During the Track Record Period and up to the Latest Practicable Date, we did not
experience any material difficulties in renewing the licenses, approvals and permits, and
currently we do not expect any material difficulties in such renewal.
LEGAL PROCEEDINGS AND COMPLIANCE
During the Track Record Period and up to the Latest Practicable Date, we had not been
involved in any actual or pending legal, arbitration or administrative proceedings (including
any bankruptcy or receivership proceedings) that we believe would have a material adverse
effect on our business, results of operations, financial condition or reputation and compliance.
During the Track Record Period and up to the Latest Practicable Date, we had not been
involved in any material non-compliance incidents that led to fines, enforcement actions or
other penalties that could, individually or in the aggregate, have a material adverse effect on
our business, results of operations and financial conditions. According to our PRC Legal
Advisor, the business operations we engaged in had been carried out in compliance with
applicable PRC laws and regulations in all material respects during the Track Record Period
and up to the Latest Practicable Date.
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In addition, our Thai Legal Advisor is of the view that our Thailand operations have
complied with the applicable law and regulations in Thailand, including the foreign ownership
restrictions during the Track Record Period and up to the Latest Practicable Date, which
encompasses all relevant permits, licenses, and regulatory requirements necessary for
conducting business in Thailand. To the best of our knowledge, there have been no breaches or
violations that would adversely affect the ability to operate within the legal framework during
this period.
INTERNAL CONTROL AND RISK MANAGEMENT
We have in place a robust risk management and internal control system. We adopted and
continually improve our internal control mechanisms, consisting of policies and procedures
tailored to our business operations, to safeguard our business operations and assets at all
times. Our Board is collectively responsible for establishing and implementing such risk
management mechanisms and overseeing our overall risk management.
Financial Reporting Risk Management
To manage financial reporting risks effectively, we have adopted comprehensive
accounting policies covering financial management, budget management and financial
statement preparation. These policies are supported by established procedures, with our
finance department regularly reviewing management accounts in accordance with these
procedures. We also established an Audit Committee to review and supervise our financial
reporting process and internal control system.
Compliance Risk Management
We have established sound compliance risk management procedures to achieve effective
identification and management of compliance risk, and ensure that our operations are in
compliance with applicable laws and regulations. In accordance with such procedures, our
legal team carefully reviews the contracts we enter into with customers, suppliers and
business partners. In addition, we continually monitor changes in relevant laws and
regulations as well as the regulatory environment to ensure compliance in our business
operations.
Intellectual Property Risk Management
We recognize the importance of protecting our IP to maintain our competitive advantage
and mitigate potential risks. To ensure robust protection, we have implemented a
comprehensive IP management system, supported by clear policies and proactive measures:
• IP protection framework. We have established a multi-disciplinary IP management
system, led by the General Manager and coordinated across key departments,
including legal, R&D, and sales and marketing. Our policies, such as the
Innovation and IP Management System and Patent Management Procedures,
provide a structured approach to securing and maintaining our IP assets.
• IP Risk prevention and mitigation. We have developed and implemented a set of
formal procedures to proactively manage and mitigate potential IP risks. These
procedures include our IP Risk Prevention Procedures, IP Dispute Resolution
Procedures, and IP Evaluation and Control Procedures.
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• Employee training and awareness. To ensure that our employees are
well-informed and equipped to protect our IP, we provide comprehensive annual
training on IP policies and procedures. This training, which is mandatory for all key
personnel in R&D, production, and sales, ensures 100% participation.
• Regular legal and expert support. We engage with external legal advisors and
intellectual property service providers to further strengthen our ability to manage
IP risks.
Human Resources Risk Management
We have established comprehensive internal control and risk management policies for
human resources, covering recruitment, training, work ethics and legal compliance. Our
recruitment process helps ensure the quality of new hires. We also provide regular and
specialized training tailored to our employees in different departments. These trainings help
ensure that our employees’ skill sets remain up-to-date and enable them to discover and meet
our customers’ needs.
Anti-corruption Risk Management
We uphold business ethics and integrity through comprehensive policies, including the
anti-bribery code of conduct. We maintain a whistleblower mechanism for anonymous
reporting, with oversight by the internal audit department. All reports will be investigated per
an approved plan, with findings documented and submitted to relevant management. The
internal audit department ensures strict confidentiality for whistleblowers. In addition, we
require our business partners to sign the code of business conduct for business partners or
other integrity agreement as part of the onboarding process. During the Track Record Period
and up to the Latest Practicable Date, we have not been involved in legal proceedings related
to corruption, bribery or fraud.
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You should read the following discussion and analysis in conjunction with our
audited consolidated financial information, included in the Accountants’ Report in
Appendix I to this Prospectus, together with the respective accompanying notes. Our
consolidated financial information has been prepared in accordance with IFRS
Accounting Standards.
The following discussion and analysis contain forward-looking statements that
reflect our current views with respect to future events and financial performance that
involve risks and uncertainties. These statements are based on assumptions and analysis
made by us in light of our experience and perception of historical events, current
conditions and expected future developments, as well as other factors we believe are
appropriate under the circumstances. In evaluating our business, you should carefully
consider the information provided in the section headed “Risk Factors” in this
Prospectus.
OVERVIEW
We primarily develop, manufacture and sell customized PCBs for high performance
servers and other computing applications. Our revenue amounted to RMB2,412.4 million,
RMB2,678.3 million, RMB3,734.3 million, RMB2,680.7 million and RMB3,835.1 million in
2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, respectively.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Downstream Market Size and Customer Demand
Our business performance is affected by the downstream market size and customer
demand for PCBs. According to Frost & Sullivan, the global and China PCB markets have
demonstrated steady growth, primarily driven by accelerating digital transformation,
escalating demand for high-efficiency solutions in AI. The growth of key downstream sectors,
such as servers, datacenters, industrial automation and new energy vehicles has driven the
demand for high-density and high-performance PCBs. In addition, customer preferences have
evolved towards products with greater reliability, performance consistency and customized
flexibility.
We have capitalized on this growth by offering a competitive product portfolio that seeks
to meet the evolving customer demands. Our ability to maintain a balanced and high-quality
order mix, especially in computing application PCBs, supports both our revenue growth and
margin expansion. We believe that our ability to identify and respond to evolving customer
requirements, our product offering, proven track record of business growth, and our ability to
constantly innovate and adapt to evolving technological advancements, combined with our
strong R&D capabilities well position us to further expand our market share and capture the
long-term market opportunities in global and China’s growing PCB industry.
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Our Continued Investment in R&D, Technology and Product Development
Our ability to adapt to the latest technological advancements and effectively conduct
R&D activities is critical for us to closely monitor customers’ latest demand for PCBs. We
have historically dedicated significant resources towards R&D. In 2022, 2023, 2024 and the
nine months ended September 30, 2024 and 2025, we recorded R&D expenses of RMB115.1
million, RMB120.6 million, RMB179.2 million, RMB130.5 million and RMB193.9 million,
representing 4.8%, 4.5%, 4.8%, 4.9% and 5.1%, respectively, of our total revenue during the
same years. Our investment in R&D activities yielded 266 issued patents in China as of the
Latest Practicable Date. The progress of our technology and product development also
depends on our R&D talents. As of September 30, 2025, we had more than 400 experienced
R&D employees. These resources allow us to address increasingly complex customer
specifications, improve product performance, and enter strategic growth areas such as
multilayer PCBs with eight or more layers and HDI PCBs. One of our key R&D priorities is to
enhance yield and reduce costs by improving utilization rate and minimizing scrap rate,
including in the process of material testing and certification and the overall process
optimization.
Our Ability to Strengthen Relationship with Existing Customers and Expand Customer
Base
Our business growth is driven by our ability to maintain our relationships with existing
customers and expand our customer base. We have established stable and long-term
collaborations with major customers. We deepen customer loyalty by continuously optimizing
product quality, customer service and delivery reliability, which in turn has led to increased
order volumes from recurring customers. We strive to increase our share of volume with
existing customers by providing highly reliable, customized products, particularly for
computing application, and by capturing demand driven by the rapid development of
AI-related infrastructure. We are also actively identifying, acquiring and maintaining new
customers to expand our customer base. Leveraging our business model, we seek to attract
leading server brands and EMS providers globally to drive greater market penetration.
Impact of Our Product Portfolio on Overall Gross Profit Margin
During the Track Record Period, we offered a comprehensive range of PCB products,
including (i) computing application PCBs, (ii) industrial application PCBs and (iii) consumer
application PCBs to meet the evolving demand of customers in various application fields. The
gross profit margin of our different product types varies due to the differences in the
technological barriers and supply-demand dynamics. In 2022, 2023, 2024 and the nine months
ended September 30, 2024 and 2025, our gross profit margin was 26.1%, 33.3%, 33.4%,
33.3% and 34.8%, respectively. In the same periods, our gross profit margin for computing
application PCBs was 28.8%, 38.0%, 37.0%, 37.8% and 36.2%, respectively, representing the
highest gross profit margins among our product categories. We focus on PCB products for
computing application as our core offering and continue to deepen our R&D and process
capabilities to meet the advanced requirements of leading global server providers. In light of
the long-term growth potential in industrial control, consumer electronics such as smart
devices and other emerging sectors, we also plan to continue expanding our product offerings
in industrial and consumer applications to drive our business growth, even though the gross
profit margins for such products may be lower than those for computing application PCBs.
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Supply Chain and Raw Material Costs Management
Our profitability has been affected and will continue to be affected by our ability to
effectively manage supply chain and raw material costs, which forms the majority of our cost
of sales. In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, our
raw material costs were RMB1,129.3 million, RMB1,110.9 million, RMB1,627.5 million,
RMB1,169.8 million and RMB1,681.9 million, representing 63.3%, 62.2%, 65.4%, 65.4% and
67.3% of our total cost of sales, respectively. Our key raw materials primarily include CCL,
prepregs, copper foils, copper spheres, gold salts and dry films, which are essential for our
PCB production, particularly for multilayer PCBs featured high-performance and
high-precision. The prices of such raw materials are susceptible to price fluctuations due to
various factors beyond our control.
We have implemented various cost-control measures, including improving the raw
material utilization, reducing scrap rate and optimizing processes through dedicated
engineering initiatives. We have also continuously introduced new equipments to promote our
automation and process upgrades, increased panelization areas as well as encouraged our
employees to proactively contribute suggestions for our operation improvement, so than we
can increase our production capacity and operational efficiency. We believe our ability to
efficiently manage our supply chain and raw material costs is critical to sustaining the scale of
our business, driving the continued growth of our total revenue and gross profit margin, and
maintaining competitiveness. Going forward, we expect to continue enhancing our
operational efficiency through automation, quality control upgrades and process optimization
to mitigate input cost pressures and safeguard our profitability.
BASIS OF PREPARATION AND PRESENTATION
The Historical Financial Information has been prepared in accordance with IFRS
Accounting Standards, which comprise all standards and interpretations approved by the
International Accounting Standards Board (“ IASB”). All IFRS Accounting Standards
effective for the accounting period commencing from January 1, 2024, together with the
relevant transitional provisions, have been early adopted by the Group in the preparation of
the Historical Financial Information throughout the Track Record Period.
MATERIAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES
We have identified certain accounting policies that are material to the preparation of our
financial information. See Notes 2 and 3 to the Accountants’ Report in Appendix I to this
Prospectus for details of our material accounting policies, judgments and estimates, which are
critical and/or involve the most important estimates and judgments we used in preparing our
financial statements.
PRINCIPAL COMPONENTS OF CONSOLIDATED STATEMENTS OF PROFIT OR
LOSS
Revenue
During the Track Record Period, our revenue was primarily derived from (i) sales of
PCBs, including computing application PCBs, industrial application PCBs and consumer
application PCBs and (ii) sales of other products, primarily including recyclable materials.
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Cost of Sales
Our cost of sales primarily includes raw material costs, production fees and staff costs.
Gross Profit and Gross Profit Margin
Our gross profit represents our revenue less our cost of sales, and our gross profit margin
represents our gross profit divided by our revenue, expressed as a percentage.
Other Income and Gains
Our other income and gains primarily consist of interest income, government grants,
gains on foreign exchange differences and fair value gains on financial assets at fair value
through profit or loss.
Selling and Marketing Expenses
Our selling and marketing expenses primarily consist of commission, employee
compensation, business entertainment expenses, insurance, traveling expenses, freight and
customs declaration charges.
Administrative Expenses
Our administrative expenses primarily consist of employee compensation, taxes and
surcharges, share-based payments, depreciation and amortization, professional service fees,
office expenses, utility fees, business entertainment expenses, traveling expenses and banking
charges.
Research and Development Expenses
Our research and development expenses primarily consist of employee compensation,
materials and power expenses, depreciation and amortization and testing and service fees.
Other Expenses
Our other expenses primarily consist of impairment loss on inventories, impairment loss
on assets, loss on changes in fair value of derivative financial instruments, non-operating
expenses, costs of disposal of assets and impairment loss on financial assets.
Finance Costs
Our finance costs primarily consist of interest on bank and other borrowings and interest
on lease liabilities.
Income Tax Expense
Our income tax expense primarily consists of income tax payable by us at the applicable
tax rates in accordance with the relevant laws and regulations in each tax jurisdiction in which
we operate or are domiciled. We are subject to income tax on an entity basis on profits arising
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in or derived from the jurisdictions in which our members are domiciled and operate. We are
subject to various rates of income tax under different jurisdictions. See Note 10 to the
Accountants’ Report in Appendix I to this Prospectus for more details. During the Track
Record Period and up to the Latest Practicable Date, we paid all relevant taxes that were due
and applicable to us and had no disputes or unresolved tax issues with the relevant tax
authorities.
REVIEW OF HISTORICAL RESULTS OF OPERATIONS
The table below sets forth our results of operations in absolute amounts and as
percentages of our total revenue for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
REVENUE ............ 2,412,387 100.0 2,678,270 100.0 3,734,285 100.0 2,680,660 100.0 3,835,129 100.0
Cost of sales ........... (1,783,719) (73.9) (1,786,428) (66.7) (2,487,825) (66.6) (1,787,983) (66.7) (2,498,591) (65.2)
Gross profit ........... 628,668 26.1 891,842 33.3 1,246,460 33.4 892,677 33.3 1,336,538 34.8
Other income and gains ...... 84,710 3.5 32,595 1.2 91,212 2.4 35,420 1.3 49,315 1.3
Selling and marketing expenses . . . (69,018) (2.9) (85,287) (3.2) (106,620) (2.9) (76,638) (2.9) (91,516) (2.4)
Administrative expenses ...... (104,522) (4.3) (118,538) (4.4) (157,491) (4.2) (92,746) (3.5) (174,038) (4.4)
Research and development costs . . . (115,095) (4.8) (120,589) (4.5) (179,197) (4.8) (130,512) (4.9) (193,920) (5.1)
Other expenses .......... (102,432) (4.2) (89,213) (3.3) (116,016) (3.1) (60,259) (2.2) (88,449) (2.3)
Finance costs ........... (11,666) (0.5) (13,927) (0.5) (15,867) (0.4) (11,942) (0.4) (14,466) (0.4)
PROFIT BEFORE TAX ...... 310,645 12.9 496,883 18.6 762,481 20.4 556,000 20.7 823,464 21.5
Income tax expense ........ (30,994) (1.3) (82,197) (3.1) (86,381) (2.3) (63,505) (2.3) (99,645) (2.6)
PROFIT FOR THE YEAR/PERIOD . 279,651 11.6 414,686 15.5 676,100 18.1 492,495 18.4 723,819 18.9
OTHER COMPREHENSIVE
INCOME ............ – – – – 4,162 0.1 – – (5,757) (0.2)
TOTAL COMPREHENSIVE
INCOME FOR THE
YEAR/PERIOD ........ 279,651 11.6 414,686 15.5 680,262 18.2 492,495 18.4 718,062 18.7
Non-IFRS Measure
To supplement our consolidated financial statements that are presented in accordance
with IFRS Accounting Standards, we also use EBITDA (non-IFRS measure) as an additional
financial measure, which is not required by, or presented in accordance with, IFRS
Accounting Standards. We define EBITDA (non-IFRS measure) as profit for the year adjusted
by adding back (i) net finance costs, (ii) income tax expense and (iii) depreciation and
amortization. We believe that this non-IFRS measure facilitates comparisons of operating
performance from period to period by eliminating potential impacts of certain items. We
believe that this 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 EBITDA (non-IFRS measure) may not
be comparable to similarly titled measures presented by other companies. The use of such
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non-IFRS measure has limitations as an analytical tool, and you should not consider it in
isolation from, or as substitute for analysis of, our results of operations or financial condition
as reported under IFRS Accounting Standards.
The following table sets forth a reconciliation of our EBITDA (non-IFRS measure) to
profit for the year/period in respect of the years/periods indicated:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Profit for the year/period ......... 279,651 414,686 676,100 492,495 723,819
Adjustments:
Income tax expense ............. 30,994 82,197 86,381 63,505 99,645
Net finance costs .............. 10,112 9,454 (1,486) (346) (411)
Depreciation and amortization ....... 144,703 168,584 176,833 132,979 163,197
EBITDA (non-IFRS measure) ...... 465,460 674,921 937,828 688,633 986,250
Revenue
Revenue by Application of PCBs
The following table sets forth a breakdown of our revenue by application of PCBs, in
absolute amounts and as percentages of our total revenue, for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
PCBs
Computing application PCBs . . . 1,635,289 67.8 1,858,189 69.4 2,705,557 72.5 1,961,717 73.2 2,833,230 73.9
Industrial application PCBs .... 290,697 12.1 260,785 9.7 280,768 7.5 194,195 7.2 291,932 7.6
Consumer application PCBs . . . 345,800 14.3 418,162 15.6 493,055 13.2 363,323 13.6 449,569 11.7
Subtotal ............. 2,271,786 94.2 2,537,136 94.7 3,479,380 93.2 2,519,235 94.0 3,574,731 93.2
Other Products (1) ......... 140,601 5.8 141,134 5.3 254,905 6.8 161,425 6.0 260,398 6.8
Total .............. 2,412,387 100.0 2,678,270 100.0 3,734,285 100.0 2,680,660 100.0 3,835,129 100.0
Note:
(1) Other products primarily include recyclable materials such as etching liquids, lamination frames and other
production residues.
FINANCIAL INFORMATION
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The table below sets forth the revenue breakdown by sub-lines PCBs in absolute amounts
and as percentages of our total revenue from PCBs, for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
Computing application PCBs ... 1,635,289 72.0 1,858,189 73.2 2,705,556 77.7 1,961,717 73.2 2,833,230 73.9
Industrial application PCBs .... 290,697 12.8 260,785 10.3 280,768 8.1 194,195 7.2 291,932 7.6
(i) Industrial control PCBs ..... 120,411 5.3 116,522 4.6 125,219 3.6 92,006 3.4 117,616 3.1
(ii) Automotive PCBs ....... 68,431 3.0 80,878 3.2 72,302 2.1 53,357 2.0 71,583 1.9
(iii) Communication PCBs ..... 101,855 4.5 63,385 2.5 83,247 2.4 48,772 1.8 102,732 2.7
Consumer application PCBs .... 345,800 15.2 418,162 16.5 493,055 14.2 363,323 13.6 449,569 11.7
(i) Consumer electronics PCBs . . . 291,334 12.8 378,219 14.9 442,806 12.7 326,169 12.2 402,023 10.5
(ii) Security electronics PCBs .... 51,819 2.3 31,716 1.3 44,185 1.3 32,958 1.2 39,747 1.0
(iii) Others ............ 2,647 0.1 8,227 0.3 6,064 0.2 4,196 0.2 7,799 0.2
Comparison between the nine months ended September 30, 2025 and the nine months
ended September 30, 2024: Our revenue increased by 43.1% from RMB2,680.7 million in the
nine months ended September 30, 2024 to RMB3,835.1 million in the nine months ended
September 30, 2025, primarily due to the following reasons: (i) revenue from sales of
computing application PCBs increased by 44.4% to RMB2,833.2 million in the nine months
ended September 30, 2025, which maintains the continued growth trend in 2024 as a result of
the increased demands and procurements from our customers for certain 12 to 20 layer PCBs;
(ii) revenue from sales of industrial application PCBs increased by 50.3% to RMB291.9
million in the nine months ended September 30, 2025, primarily due to increased sales of
telecommunication related PCBs featuring PCBs with 12 and above layers; and (iii) revenue
from sales of consumer application PCBs increased by 23.7% to RMB449.6 million in the
nine months ended September 30, 2025 primarily due to the growing demand from our
downstream customers in consumer electronics industry.
Comparison between 2024 and 2023: Our revenue increased by 39.4% from
RMB2,678.3 million in 2023 to RMB3,734.3 million in 2024, primarily due to the increased
average selling price and sales volume of our PCBs from approximately 1,231,898 sq.m. to
approximately 1,491,588 sq.m. in line with the increasing demand from our customers for
high-end products, particularly in light of the mass production of certain computing servers in
2024. Specifically, such increase was primarily due to the following reasons: (i) revenue from
sales of computing application PCBs increased by 45.6% to RMB2,705.6 million in 2024,
primarily due to the increase in sales of our high performance server PCBs and our customized
product design and development capabilities through joint design manufacturing with certain
of our major customers; (ii) revenue from sales of industrial application PCBs increased by
7.7% to RMB280.8 million in 2024, primarily due to growing demand from certain of our
customers in the downstream communication and automotive electronics sectors for
applicable PCBs; and (iii) revenue from sales of consumer application PCBs increased by
17.9% to RMB493.1 million in 2024, primarily due to growing demand from our downstream
customers producing mini and micro LED displays, and the increase in sales volume to certain
existing customers producing such emerging display devices as their production needs grew.
FINANCIAL INFORMATION
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Comparison between 2023 and 2022: Our revenue increased by 11.0% from
RMB2,412.4 million in 2022 to RMB2,678.3 million in 2023, primarily due to the following
reasons: (i) revenue from sales of computing application PCBs increased by 13.6% to
RMB1,858.2 million in 2023, primarily due to the higher sales of high performance server
PCBs, following the launch of new-generation server platforms in 2023 that adopted advanced
specifications such as PCIe 5.0 interfaces, which required more complex and
higher-layer-count PCBs (primarily featuring 14 and above layers), and the use of enhanced
materials; (ii) revenue from sales of industrial application PCBs decreased by 10.3% to
RMB260.8 million in 2023, primarily due to the decrease in our customer demand in the
communication sector; and (iii) revenue from sales of consumer application PCBs increased
by 20.9% to RMB418.2 million in 2023, primarily due to the growing demand from our
customers producing mini and micro LED displays, and the increase in sales volume to certain
existing customers in consumer electronics as their production needs grew.
Revenue by Product Category
The table below sets out a breakdown of our revenue by product category, in absolute
amounts and as percentages of our total revenue, for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
PCBs
Multilayer PCBs
Six and below layers ...... 553,877 23.0 599,595 22.4 638,373 17.1 496,044 18.5 486,781 12.7
Eight to 16 layers ....... 1,458,483 60.4 1,589,579 59.3 2,107,255 56.4 1,498,637 55.9 2,228,982 58.1
18 and above layers ...... 64,896 2.7 172,208 6.4 391,033 10.5 285,852 10.7 600,079 15.6
Subtotal ............ 2,077,256 86.1 2,361,382 88.1 3,136,661 84.0 2,280,533 85.1 3,315,842 86.4
HDI PCBs ........... 194,530 8.1 175,754 6.6 342,719 9.2 238,702 8.9 258,889 6.8
Subtotal ............. 2,271,786 94.2 2,537,136 94.7 3,479,380 93.2 2,519,235 94.0 3,574,731 93.2
Other Products (1) ......... 140,601 5.8 141,134 5.3 254,905 6.8 161,425 6.0 260,398 6.8
Total .............. 2,412,387 100.0 2,678,270 100.0 3,734,285 100.0 2,680,660 100.0 3,835,129 100.0
Note:
(1) Other products primarily include recyclable materials such as etching liquids, lamination frames and other
production residues.
FINANCIAL INFORMATION
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The table below sets forth a breakdown of sales volume of PCBs by product category for
the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
(sq. m.) (%) (sq. m.) (%) (sq. m.) (%) (sq. m.) (%) (sq. m.) (%)
PCBs
Multilayer PCBs
Six and below layers ...... 553,729 47.4 703,845 57.1 760,908 51.0 604,872 54.6 527,223 39.4
Eight to 16 layers ....... 540,267 46.2 454,826 36.9 592,995 39.8 417,110 37.6 633,767 47.4
18 and above layers ...... 8,315 0.7 18,009 1.5 37,878 2.5 27,176 2.4 74,011 5.5
Subtotal ............ 1,102,311 94.3 1,176,680 95.5 1,391,781 93.3 1,049,157 94.6 1,235,001 92.3
HDI PCBs ........... 66,417 5.7 55,218 4.5 99,807 6.7 59,387 5.4 102,490 7.7
Total .............. 1,168,727 100.0 1,231,898 100.0 1,491,588 100.0 1,108,544 100.0 1,337,491 100.0
Comparison between the nine months ended September 30, 2024 and the nine months
ended September 30, 2025: Our revenue increased by 43.1% from RMB2,680.7 million in the
nine months ended September 30, 2024 to RMB3,835.1 million in the nine months ended
September 30, 2025, primarily due to the following reasons: (i) revenue from sales of
multilayer PCBs increased to RMB3,315.8 million in the nine months ended September 30,
2025, mainly driven by sales of PCBs featured eight to 16 layers due to the heightened market
demand from our customers in the server sector, and (ii) revenue from sales of HDI PCBs
increased by 8.5% to RMB258.9 million in the nine months ended September 30, 2025
primarily due to the increase in market demand for compact, high-density electronic products
in 2025, such as miniatured, high performance products.
Comparison between 2024 and 2023: Our revenue increased by 39.4% from
RMB2,678.3 million in 2023 to RMB3,734.3 million in 2024, primarily due to the following
reasons: (i) revenue from sales of multilayer PCBs increased to RMB3,136.7 million in 2024,
mainly driven by increased sales of PCBs featured eight to 16 layers as a result of the increase
in average selling price driven by heightened market demand from our customers in the server
sector, and (ii) revenue from sales of HDI PCBs increased by 95.0% to RMB342.7 million in
2024, primarily due to the rebound in market demand for compact, high-density electronic
products in 2024, such as AI server accelerator boards, and other miniatured, high
performance products.
Comparison between 2023 and 2022: Our revenue increased by 11.0% from
RMB2,412.4 million in 2022 to RMB2,678.3 million in 2023, primarily due to the following
reasons: (i) revenue from sales of multilayer PCBs increased to RMB2,361.4 million in 2023,
driven by increased sales of PCBs featured eight to 16 layers (as the key material for the
production of servers in advanced applications). Although total sales volume for eight to 16
layer PCBs decreased from approximately 540,267 sq.m. in 2022 to approximately
454,826 sq.m. in 2023, sales volume of PCBs with higher technological complexity, primarily
those featuring 14 to 16 layers, increased by approximately 35.1% in 2023 as compared to
2022, with the average selling price increased by approximately 16.0% during the same
period; and (ii) revenue from sales of HDI PCBs decreased by 9.7% to RMB175.8 million in
2023, primarily due to a temporary decline in customer orders, particularly from the
computing application segment, as certain of our customers adjusted their inventory levels in
response to weakened end-market demand in 2023.
FINANCIAL INFORMATION
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The revenue from our other products increased from RMB140.6 million in 2022 to
RMB141.1 million in 2023, and further to RMB254.9 million in 2024. The revenue from our
other products increased from RMB161.4 million in the nine months ended September 30,
2024 to RMB260.4 million in the nine months ended September 30, 2025. Such increases
during the Track Record Period were primarily attributable to higher sales of recyclable
materials generated during our PCB production process, including etching liquids, lamination
frames and other production residues.
Revenue by Products Delivery Destinations
During the Track Record Period, our PCBs were sold in both domestic and international
markets and our other products were sold only in domestic market. The table below sets forth
our revenue generated from sales of PCBs by region, based on the delivery destination of our
products, in absolute amounts and as percentages of our total revenue, for the years/periods
indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
Sales of PCBs
Offshore
Bonded zones .......... 1,130,904 49.8 1,196,070 47.1 1,618,683 46.5 1,199,521 47.6 1,211,324 33.9
Hong Kong (1) .......... 412,309 18.1 387,052 15.3 531,453 15.3 350,873 13.9 765,133 21.4
T a i w a n ............. 315,126 13.9 461,668 18.2 524,667 15.1 392,525 15.6 541,219 15.1
Others (2) ............ 19,757 0.9 14,887 0.6 7,950 0.2 6,534 0.3 8,211 0.2
Subtotal ............ 1,878,096 82.7 2,059,677 81.2 2,682,753 77.1 1,949,453 77.4 2,525,887 70.6
Chinese Mainland
(excluding bonded zones) ..... 393,690 17.3 477,459 18.8 796,627 22.9 569,782 22.6 1,048,844 29.4
Total .............. 2,271,786 100.0 2,537,136 100.0 3,479,380 100.0 2,519,235 100.0 3,574,731 100.0
Notes:
(1) A portion of our products delivered to Hong Kong were subsequently transferred to customers’ manufacturing
facilities located in the Chinese Mainland, while the others were subsequently transferred to customers’
facilities located in other countries such as Thailand, Malaysia, Singapore, Japan and other locations for
further assembly and processing.
(2) Others mainly primarily include Thailand and Mexico.
During the Track Record Period, a significant portion of our products were delivered
offshore, primarily to bonded zones within the Chinese Mainland, as well as to Hong Kong
and Taiwan, which accounted for approximately 82.7%, 81.2%, 77.1%, 77.4% and 70.6% of
our total revenue in 2022, 2023, 2024 and the nine months ended September 30, 2024 and
2025, respectively. Our revenue generated from offshore product sales increased primarily
due to the increase in sales of PCBs delivered to Hong Kong as requested by international
customers and domestic customers. In particular, our revenue generated from sales of
products to bonded zones in China increased from RMB1,130.9 million in 2022 to
RMB1,196.1 million in 2023 and further increased to RMB1,618.7 million in 2024 and
increased from RMB1,199.5 million in the nine months ended September 30, 2024 to
RMB1,210.8 million in the nine months ended September 30, 2025, primarily due to the
increased sales of our computing application PCBs in response to growing market demand,
with customers requesting delivery to bonded zones for business considerations.
FINANCIAL INFORMATION
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Our revenue generated from sales of products to the Chinese Mainland increased from
RMB393.7 million in 2022 to RMB477.5 million in 2023 and further increased to RMB796.6
million in 2024 and increased from RMB569.8 million in the nine months ended September
30, 2024 to RMB1,049.3 million in the nine months ended September 30, 2025, primarily
driven by rising domestic customer demand for our PCBs, particularly for computing
application PCBs.
Cost of Sales
The following table sets forth a breakdown of our cost of sales by nature, in absolute
amounts and as percentages of our total cost of sales, for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
PCB
Raw material costs ......... 1,129,271 63.3 1,110,937 62.2 1,627,546 65.4 1,169,796 65.4 1,681,853 67.3
Production costs .......... 440,369 24.7 464,451 26.0 598,183 24.0 427,684 23.9 531,643 21.3
Staff costs ............ 173,319 9.7 177,200 9.9 231,768 9.3 163,385 9.1 233,128 9.3
Others (1) ............. 23,631 1.3 20,846 1.2 15,766 0.6 11,794 0.7 36,361 1.5
Subtotal ............. 1,766,590 99.0 1,773,434 99.3 2,473,263 99.4 1,772,659 99.1 2,482,985 99.4
Other products .......... 17,129 1.0 12,994 0.7 14,562 0.6 15,324 0.9 15,606 0.6
Total .............. 1,783,719 100.0 1,786,428 100.0 2,487,825 100.0 1,787,983 100.0 2,498,591 100.0
Note:
(1) Others primarily included outsourced production fees and freight and handling fees.
The following table sets forth a breakdown of our cost of sales by application of PCBs in
absolute amounts and as percentages of our total cost of sales, for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
Computing application PCBs .... 1,164,018 65.9 1,152,444 65.0 1,704,571 68.9 1,220,774 68.9 1.808,745 72.9
Industrial application PCBs ..... 275,512 15.6 238,346 13.4 283,715 11.5 190,168 10.7 268,753 10.8
Consumer application PCBs .... 327,061 18.5 382,644 21.6 484,976 19.6 361,717 20.4 405,487 16.3
Total .............. 1,766,590 100.0 1,773,434 100.0 2,473,263 100.0 1,772,659 100.0 2,482,985 100.0
Our costs of sales amounted to RMB1,783.7 million, RMB1,786.4 million, RMB2,487.8
million, RMB1,788.0 million and RMB2,498.6 million in 2022, 2023, 2024 and the nine
months ended September 30, 2024 and 2025, respectively. Raw material costs were the largest
component of our cost of sales, accounting for 63.3%, 62.2%, 65.4%, 65.4% and 67.3% of our
cost of sales in 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025,
respectively.
FINANCIAL INFORMATION
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Comparison between the nine months ended September 30, 2025 and the nine months
ended September 30, 2024: Our cost of sales increased by 39.7% from RMB1,788.0 million in
the nine months ended September 30, 2024 to RMB2,498.6 million in the nine months ended
September 30, 2025, primarily due to the increased raw materials costs attributable to (i) the
increased procurement volumes of raw materials, and (ii) the increase in the procurement
price of major raw materials.
Comparison between 2024 and 2023: Our cost of sales increased by 39.3% from
RMB1,786.4 million in 2023 to RMB2,487.8 million in 2024, primarily due to
(i) the increased raw material costs and production costs in 2024, generally in line with the
expansion of our production scale driven by increased sales volume and (ii) the increase in the
procurement price of raw materials, such as copper spheres and copper foils.
Comparison between 2023 and 2022: Our cost of sales slightly increased by 0.2% from
RMB1,783.7 million in 2022 to RMB1,786.4 million in 2023, primarily due to expanded
production scale and sales volume, partially offset by lower raw material costs from reduced
copper sphere and foil prices.
Gross Profit and Gross Profit Margin
Gross Profit and Gross Profit Margin by Application of PCBs
The table below sets forth a breakdown of our gross profit and gross profit margin by
application of PCBs for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
Gross
Profit
Gross
Margin
Gross
Profit
Gross
Margin
Gross
Profit
Gross
Margin
Gross
Profit
Gross
Margin
Gross
Profit
Gross
Margin
(unaudited)
PCBs
Computing application PCBs . 471,272 28.8 705,745 38.0 1,000,985 37.0 740,943 37.8 1,024,485 36.2
Industrial application PCBs . 15,185 5.2 22,439 8.6 (2,947) (1.0) 4,027 2.1 23,179 7.9
Consumer application PCBs . 18,739 5.4 35,518 8.5 8,079 1.6 1,606 0.4 44,082 9.8
Subtotal ........... 505,196 22.2 763,702 30.1 1,006,117 28.9 746,576 29.6 1,091,746 30.5
Other Products
(1) ...... 123,472 87.8 128,140 90.8 240,343 94.3 146,101 90.5 244,792 94.0
Total ............ 628,668 26.1 891,842 33.3 1,246,460 33.4 892,677 33.3 1,336,538 34.8
Note:
(1) Other products primarily include recyclable materials such as etching liquids, lamination frames and other
production residues.
The gross profit margin of our computing application PCBs increased from 28.8% in
2022 to 38.0% in 2023, primarily due to (i) a higher proportion of sales of high-layer-count
PCBs, which generally involve greater technological complexity and the use of more
advanced raw materials, and therefore achieve higher selling prices; and (ii) enhancements of
certain of our PCB products used in AI servers, introduced in response to upgrades in
computing platforms adopted in customers’ server products. The gross profit margin of
computing application PCBs remained relatively stable at 37.8% in the nine months ended
September 30, 2024, and 36.2% in the nine months ended September 30, 2025.
FINANCIAL INFORMATION
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The gross profit margin of our industrial application PCBs increased from 5.2% in 2022
to 8.6% in 2023, mainly due to a more balanced product mix. In 2024, we recorded a gross loss
margin of negative 1.0%. This was primarily attributable to losses incurred on certain
communication-related products sold to a customer we engaged for strategic cooperation. Our
gross profit margin increased to 7.9% in the nine months ended September 30, 2025.
The gross profit margin of our consumer application PCBs was 5.4% in 2022, 8.5% in
2023 and 1.6% in 2024. Such gross profit margin was comparatively lower than that of our
computing application PCBs, primarily due to (i) the higher technological complexity of our
computing application PCBs, and (ii) the ramp-up of our Huangshi base during the years of
2022, 2023 and 2024, resulting in higher fixed costs per unit and therefore lower profitability.
In the nine months ended September 30, 2025, the gross profit margin increased to 9.8%,
mainly attributable to (i) optimization of the consumer application product mix with relatively
higher layer counts, and (ii) the increased production capacity for our Huangshi base, which
improved production efficiency and reduced fixed costs per unit.
The gross profit margin of our other products was 87.8%, 90.8%, 94.3%, 90.5% and
94.0% in 2022, 2023, 2024, and the nine months ended September 30, 2024 and 2025,
respectively. The comparatively high gross profit margin of our other products reflects the
nature of these items, which are by-products of our manufacturing operations and therefore
incur minimal additional production costs.
Gross Profit and Gross Profit Margin by Product Category
The table below sets forth a breakdown of our gross profit and gross profit margin by
product category for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
Gross
Profit
Gross
Margin
Gross
Profit
Gross
Margin
Gross
Profit
Gross
Margin
Gross
Profit
Gross
Margin
Gross
Profit
Gross
Margin
(unaudited)
PCBs
Multilayer PCBs
Six and below layers . . . 73,983 13.4 83,956 14.0 76,700 12.0 58,445 11.8 74,731 15.4
Eight to 16 layers ..... 345,487 23.7 533,067 33.5 633,520 30.1 474,708 31.7 683,766 30.7
18 and above layers .... 25,991 40.1 89,479 52.0 170,590 43.6 127,799 44.7 250,792 41.8
Subtotal ......... 445,461 21.4 706,502 29.9 880,810 28.1 660,952 29.0 1,009,289 30.4
HDI PCBs ......... 59,735 30.7 57,200 32.5 125,307 36.6 85,624 35.9 82,457 31.9
Subtotal .......... 505,196 22.2 763,702 30.1 1,006,117 28.9 746,576 29.6 1,091,746 30.5
Other Products (1) ...... 123,472 87.8 128,140 90.8 240,343 94.3 146,101 90.5 244,792 94.0
Total ............ 628,668 26.1 891,842 33.3 1,246,460 33.4 892,677 33.3 1,336,538 34.8
Note:
(1) Other products primarily include recyclable materials such as etching liquids, lamination frames and other
production residues.
FINANCIAL INFORMATION
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Our gross profit increased by 41.9% from RMB628.7 million in 2022 to RMB891.8
million in 2023, and further increased by 39.8% to RMB1,246.5 million in 2024. Our gross
profit increased by 49.7% from RMB892.7 million in the nine months ended September 30,
2024 to RMB1,336.5 million in the nine months ended September 30, 2025. The increase in
our gross profit for the nine months ended September 30, 2025 was primarily driven by our
initiatives to improve our gross profit and gross profit margin through long-term cost
reduction and efficiency enhancement measures. On the procurement and supply chain side,
we implement measures such as negotiating pricing for large-scale projects and leveraging
market competition to secure more favorable material costs, and our R&D and engineering
teams aim to determine material selection strategies that balance customer requirements with
cost efficiency. On the production and process side, we continuously upgrade our equipment
base with advanced, high-precision, energy-saving and automated systems.
Our gross profit margin remained relatively stable at 33.3% and 33.4% in 2023 and 2024,
respectively, and at 33.3% and 34.8% in the nine months ended September 30, 2024 and 2025,
respectively. Our gross profit margin increased from 26.1% in 2022 to 33.3% in 2023,
primarily due to (i) the increase in our sales of higher-margin PCBs featured high-layer-count,
in particular of those used in computing servers, (ii) foreign exchange rate fluctuations, which
increased Renminbi value of revenues denominated in US dollar, (iii) the decrease in the
procurement prices of key raw materials, and (iv) our cost-control initiatives, including
process optimization and production automation.
In 2024, we recorded gross loss from our sales of industrial application PCBs, primarily
due to changes in customer mix and evolving cost structures. In particular, the proportion of
domestic sales with relatively lower gross margins increased, in line with our strategies to
strengthen relationships with key domestic customers, expand product diversity and increase
overall wallet share. Meanwhile, the technological upgrades in this application has led to
greater complexity in PCB development and manufacturing, contributing to higher costs.
Other Income and Gains
In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, our other
income, gains amounted to RMB84.7 million, RMB32.6million, RMB91.2 million, RMB35.4
million and RMB49.3 million, representing 3.5%, 1.2%, 2.4%, 1.3% and 1.3%, respectively,
of our total revenue.
FINANCIAL INFORMATION
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The following table sets forth a breakdown of our other income, both in absolute
amounts and as a percentage of our total other income for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
Other income
Interest income ......... 1,554 1.8 4,473 13.7 17,353 19.0 12,288 34.6 14,877 30.2
Government grants ....... 11,199 13.3 18,841 57.8 21,859 23.9 16,152 45.6 21,419 43.4
Others ............. 8 7 7 1 . 0 3 4 5 1 . 1 4 1 6 0 . 5 3 1 4 0 . 9 1,477 3.0
Subtotal ............. 13,630 16.1 23,659 72.6 39,628 43.4 28,754 81.1 37,773 76.6
Gains
Gains on foreign exchange
differences .......... 71,074 83.9 8,936 27.4 48,612 53.3 4,098 11.6 1,514 3.1
Fair value gains on financial
assets at fair value through
profit or loss ......... – – – – 2,972 3.3 1,693 4.8 3,686 7.5
Fair value gains on derivative
financial instruments at fair
value through profit or loss . . . – – – – – – 875 2.5 6,188 12.5
Others ............. 6 – – – – – – – 1 5 4 0 . 3
Subtotal ............. 71,080 83.9 8,936 27.4 51,584 56.6 6,666 18.9 11,542 23.4
Total .............. 84,710 100.0 32,595 100.0 91,212 100.0 35,420 100.0 49,315 100.0
Comparison between the nine months ended September 30, 2025 and the nine months
ended September 30, 2024: Our other income and gains decreased by 39.2% from RMB35.4
million in the nine months ended September 30, 2024 to RMB49.3 million in the nine months
ended September 30, 2025, primarily due to lower foreign exchange gains, as the depreciation
of Renminbi against the US dollar in the first half of 2024 did not recur in the same period of
2025.
Comparison between 2024 and 2023: Our other income and gains increased by 179.8%
from RMB32.6 million in 2023 to RMB91.2 million in 2024, primarily due to (i) the increase
in gain on foreign exchange differences, as a result of (a) Renminbi depreciated against US
dollar during the year, resulting in exchange gains on our US dollar-denominated assets and
(b) the increase in our US dollar-denominated assets in line with our business growth and (ii)
the increase in interest income as a result of our higher cash balances partially from the
proceeds raised from previous A Share Listing.
Comparison between 2023 and 2022: Our other income and gains decreased by 61.5%
from RMB84.7 million in 2022 to RMB32.6 million in 2023, primarily due to the decrease in
gain on foreign exchange differences, as 2023 experienced a period of Renminbi appreciation
at the beginning of the year then experienced the RMB depreciation, compared to the more
notable depreciation of RMB in 2022.
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Government grants we received during the Track Record Period mainly represent
incentives and subsidies granted by local governments in China. These include support
measures for (i) research and development activities, (ii) local economic contributions such as
employment and tax contribution incentives, and (iii) purchases of property, plant and
equipment to support capacity expansion and technological upgrade, in line with relevant
supportive policies. Our government grants are typically non-recurring in nature, with no
unfulfilled conditions or contingencies attached to them, and the amount of such grants was
subject to the discretion of the relevant government authorities.
Selling and Marketing Expenses
In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, our
selling and marketing expenses amounted to RMB69.0 million, RMB85.3 million, RMB106.6
million, RMB76.6 million and RMB91.5 million, representing 2.9%, 3.2%, 2.9%, 2.9% and
2.4%, respectively, of our total revenue.
The table below sets forth a breakdown of our selling and marketing expenses, both in
absolute amounts and as percentages of our total selling and marketing expenses, for the
years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
Commission ........... 32,984 47.8 39,632 46.5 55,174 51.7 39,939 52.1 42,415 46.3
Employee compensation ...... 25,216 36.5 29,734 34.9 34,730 32.6 23,053 30.1 31,595 34.5
Business entertainment expenses . . 4,238 6.1 7,409 8.7 8,961 8.4 6,435 8.4 7,375 8.1
Insurance ............. 2,376 3.4 1,747 2.0 1,833 1.7 1,429 1.9 1,564 1.7
Traveling expenses ........ 9 8 3 1 . 4 2,354 2.8 2,500 2.3 1,931 2.5 2,029 2.2
Freight ............. 8 5 8 1 . 2 1,062 1.2 960 0.9 617 0.8 681 0.7
Customs declaration charges .... 8 4 8 1 . 2 9 9 6 1 . 2 8 1 4 0 . 8 6 2 9 0 . 8 7 4 8 0 . 8
Others .............. 1,515 2.2 2,353 2.8 1,648 1.5 2,605 3.4 5,109 5.7
Total .............. 69,018 100.0 85,287 100.0 106,620 100.0 76,638 100.0 91,516 100.0
Our selling and marketing expenses increased by 23.6% from RMB69.0 million in 2022
to RMB85.3 million in 2023, further increased by 25.0% to RMB106.6 million in 2024 and
increased by 19.4% from RMB76.6 million in the nine months ended September 30, 2024 to
RMB91.5 million in the nine months ended September 30, 2025, primarily due to (i) the
increase in commission as a result of higher sales from existing customers through our sales
partners, particularly for high-layer-count PCBs which usually carry relatively higher
commission rates (see “Business — Sales and Marketing — Sales Partners” for details) and
(ii) the increase in employee compensation attributable to the increasing sales and marketing
personnel headcount and salaries.
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Administrative Expenses
In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, our
administrative expenses amounted to RMB104.5 million, RMB118.5 million, RMB157.5
million, RMB92.7 million and RMB174.0 million, representing 4.3%, 4.4%, 4.2%, 3.5% and
4.5%, respectively, of our total revenue.
The table below sets forth a breakdown of our administrative expenses, both in absolute
amounts and as percentages of our total administrative expenses, for the years/periods
indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
Employee compensation ...... 54,655 52.3 58,899 49.7 77,327 49.1 46,869 50.5 61,614 35.4
Taxes and surcharges ........ 12,657 12.1 20,788 17.5 24,078 15.3 19,245 20.8 21,258 12.2
Share-based payments ....... 7,392 7.1 6,554 5.5 15,386 9.8 2,369 2.6 45,282 26.0
Depreciation and amortization .... 7,811 7.5 8,450 7.1 10,604 6.7 7,405 8.0 11,792 6.8
Professional service fees ...... 4,203 4.0 5,801 4.9 10,792 6.9 4,027 4.3 10,800 6.2
Office expenses .......... 2,961 2.8 2,492 2.1 3,422 2.2 2,521 2.7 5,332 3.1
Lease expenses .......... 1,801 1.7 1,766 1.5 2,048 1.3 1,232 1.3 1,782 1.0
Utility fees ............ 1,384 1.3 1,595 1.3 1,264 0.8 1,454 1.6 849 0.5
Business entertainment expenses . . 773 0.7 1,646 1.4 772 0.5 577 0.6 1,520 0.9
Traveling expenses ........ 1,155 1.1 1,316 1.1 2,002 1.3 930 1.0 2,328 1.3
Banking charges .......... 3,246 3.1 2,089 1.8 1,466 0.9 1,080 1.2 1,515 0.9
Others .............. 6,484 6.2 7,142 6.0 8,330 5.3 5,037 5.4 9,966 5.7
Total .............. 104,522 100.0 118,538 100.0 157,491 100.0 92,746 100.0 174,038 100.0
Our administrative expenses increased by 13.4% from RMB104.5 million in 2022 to
RMB118.5 million in 2023, further increased by 32.9% to RMB157.5 million in 2024, and
increased by 87.7% from RMB92.7 million in the nine months ended September 30, 2024 to
RMB174.0 million in the nine months ended September 30, 2025 primarily due to (i) the
increase in our share-based payments, (ii) rising headcount and salaries following the
commencement of production at our production facility in Thailand, and (iii) the increase in
taxes and surcharges driven by the growth in our revenue during the same year or period.
Research and Development Expenses
In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, our
research and development expenses amounted to RMB115.1 million, RMB120.6 million,
RMB179.2 million, RMB130.5 million and RMB193.9 million, representing 4.8%, 4.5%,
4.8%, 4.9% and 5.1%, respectively, of our total revenue.
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The following table sets out a breakdown of our research and development expenses,
both in absolute amounts and as percentages of our total research and development expenses,
for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
Employee compensation ...... 51,681 44.9 59,735 49.5 79,533 44.4 52,948 40.6 78,271 40.4
Materials and power expenses .... 53,934 46.9 46,557 38.6 81,526 45.5 62,162 47.6 99,359 51.2
Depreciation and amortization .... 6,520 5.7 7,887 6.5 11,056 6.2 8,337 6.4 10,919 5.6
Testing and service fees ...... 2,548 2.2 5,679 4.7 6,484 3.6 6,715 5.1 4,578 2.4
Others .............. 4 1 2 0 . 4 7 3 1 0 . 6 5 9 8 0 . 3 3 5 0 0 . 3 7 9 3 0 . 4
Total .............. 115,095 100.0 120,589 100.0 179,197 100.0 130,512 100.0 193,920 100.0
Our research and development expenses increased by 4.8% from RMB115.1 million in
2022 to RMB120.6 million in 2023, further increased by 48.6% to RMB179.2 million in 2024
and increased by 48.6% from RMB130.5 million in the nine months ended September 30,
2024 to RMB193.9 million in the nine months ended September 30, 2025, primarily due to (i)
the increase in materials and power expenses as we increased our investment in research and
development to maintain our technological competitiveness and support our business
expansion, and (ii) the rising R&D staff headcount and salaries.
Other Expenses
The table below sets forth details of our other expenses, both in absolute amounts and as
percentages of our total other expenses, for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
Impairment loss on inventories . . . 66,937 65.3 33,331 37.4 71,771 61.9 45,129 74.9 60,333 68.2
Impairment loss on assets ...... 16,645 16.3 729 0.8 7,501 6.5 – – 154 0.2
Loss on changes in fair value of
derivative financial instruments . . 21,160 20.7 41,537 46.6 14,929 12.9 – – – –
Non-operating expenses ...... 1,129 1.1 1,539 1.7 3,314 2.9 3,096 5.1 1,239 1.4
Costs of disposal of assets ..... – – 5 8 2 0 . 7 6 3 1 0 . 5 4 1 6 0 . 7 – –
Impairment loss on financial assets . (3,439) (3.4) 11,495 12.9 17,870 15.4 11,618 19.3 26,723 30.2
Total .............. 102,432 100.0 89,213 100.0 116,016 100.0 60,259 100.0 88,449 100.0
Comparison between the nine months ended September 30, 2025 and nine months ended
September 30, 2024: Our other expenses increased by 46.8% from RMB60.3 million in the
nine months ended September 30, 2024 to RMB88.4 million in the nine months ended
September 30, 2025, primarily due to (i) an increase in impairment loss on inventories, as our
Thai Base was in the ramp-up stage with relatively lower utilization rate and fixed production
FINANCIAL INFORMATION
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costs were spread over relatively fewer units, which led to the carrying cost of certain
inventories higher than their expected net realizable value; and (ii) an increase in impairment
loss on assets, mainly due to the replacement of certain production equipment in connection
with the technology upgrade of our Guangzhou base.
Comparison between 2024 and 2023: Our other expenses increased by 30.0% from
RMB89.2 million in 2023 to RMB116.0 million in 2024, primarily due to the increase in
impairment loss on inventories in line with our business expansion and the scale of our
inventories, which was partially offset by the decrease in loss on changes in fair value of
derivative financial instruments, as a result of relatively stable US dollar – Renminbi
exchange rate fluctuations during 2024.
Comparison between 2023 and 2022: Our other expenses decreased by 12.9% from
RMB102.4 million in 2022 to RMB89.2 million in 2023, primarily due to the decrease in
impairment loss on inventories compared to 2022, as demand for our PCBs was temporarily
deferred in 2022 due to a short-term chip shortage experienced by certain downstream
customers and we consequently recognized impairment loss on inventories in 2022, which
was partially offset by the increase in losses on changes in fair value of derivative financial
instruments driven by fluctuations in the US dollar – Renminbi exchange rate in 2023. At the
end of 2022, a short-term market shortage of semiconductor chips occurred, which
constrained the production capacity of certain customers reliant on these chips. As a result,
these customers reduced their procurement from us, leading to a temporary build-up of aged
inventory within our stock. Due to the nature of these products, the quality and saleability of
such inventory declined over time, causing a decrease in the net realizable value.
Consequently, we increased its provision for inventory impairment to reflect the reduced
recoverable amount of these affected stock items.
Finance Costs
The table below sets forth details of our finance costs, both in absolute amounts and as
percentages of our total finance costs, for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
Interest on bank and other
borrowings ........... 10,742 92.1 13,074 93.9 16,113 101.6 12,260 102.6 14,425 99.7
Interest on lease liabilities ..... 9 2 4 7 . 9 1,318 9.5 212 1.3 140 1.2 41 0.3
Less: Interest capitalized ...... – – (465) (3.3) (458) (2.9) (458) (3.8) – –
Total .............. 11,666 100.0 13,927 100.0 15,867 100.0 11,942 100.0 14,466 100.0
Our finance costs increased by 19.4% from RMB11.7 million in 2022 to RMB13.9
million in 2023, further increased by 13.9% to RMB15.9 million in 2024, and increased by
21.1% from RMB11.9 million in the nine months ended September 30, 2024 to RMB14.5
million in the nine months ended September 30, 2025, primarily due to the increase in our
bank and other borrowings to (i) fund the construction of our production facility in Thailand,
and (ii) support our capital expenditures, including the construction of new production
facilities in China and the equipment and technology upgrade projects.
FINANCIAL INFORMATION
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Income Tax Expense
The table below sets forth a breakdown of our income tax expense, both in absolute
amounts and as percentages of our total income tax expense, for the years/periods indicated:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%) RMB’000 (%)
(unaudited)
Current income tax ........ 31,536 101.7 75,881 92.3 111,530 129.1 78,957 124.3 91,184 91.5
Deferred income tax ........ (542) (1.7) 6,316 7.7 (25,149) (29.1) (15,452) (24.3) 8,461 8.5
Total .............. 30,994 100.0 82,197 100.0 86,381 100.0 63,505 100.0 99,645 100.0
Our income tax expense increased by 165.2% from RMB31.0 million in 2022 to
RMB82.2 million in 2023, increased by 5.1% to RMB86.4 million in 2024, and increased by
56.9% from RMB63.5 million in the nine months ended September 30, 2024 to RMB99.6
million in the nine months ended September 30, 2025, generally in line with the increase in
our profit before tax.
In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, our
effective tax rates were 10.0%, 16.5%, 11.3%, 11.4% and 12.1%, respectively, which were
lower than the 25% statutory rate, primarily because both we and certain of our subsidiaries
enjoyed preferential tax treatments. See Note 10 to the Accountants’ Report in Appendix I to
this Prospectus for more details.
Profit for the Year/Period
As a result of the foregoing, our profit for the year/period increased by 48.3% from
RMB279.7 million in 2022 to RMB414.7 million in 2023 and further increased by 63.0% to
RMB676.1 million in 2024, our profit for the year/period increased by 47.0% from RMB492.5
million in the nine months ended September 30, 2024 to RMB723.8 million in the nine months
ended September 30, 2025.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our use of cash was primarily related to operating activities and capital expenditure. We
have historically financed our operations through cash generated from our operating
activities, investing activities and financing activities. As of September 30, 2025, we had
available cash and cash equivalents of RMB702.4 million. Our available cash and cash
equivalents comprise cash denominated in US dollar, Renminbi, Euro, Thai Baht and Hong
Kong dollar. See Note 24 to the Accountants’ Report in Appendix I to this Prospectus for more
details. Going forward, we believe that our liquidity requirements will be satisfied with a
combination of our internal resources, cash flows generated from our operating activities and
net proceeds from the Global Offering. See “— Selected Balance Sheet Items” for discussions
of our working capitals.
FINANCIAL INFORMATION
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Working Capital Sufficiency
Taking into account the net proceeds from the Global Offering and the financial
resources available to us, including cash and cash equivalents and cash flows from operating
activities, our Directors believe that we have sufficient working capital for our present
requirements, that is, for at least 12 months following the date of this Prospectus.
Cash Flows Analysis
The following table sets forth selected cash flow statement information for the
years/periods indicated:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Net cash flows generated from operating
activities .................. 430,866 527,513 796,285 619,722 759,552
Net cash flows used in investing
activities .................. (455,536) (424,864) (1,123,735) (684,717) (637,990)
Net cash flows generated from/(used in)
financing activities ............ 106,011 43,132 609,070 494,309 (66,632)
Net increase in cash and
cash equivalents ............. 81,341 145,781 281,620 429,314 54,930
Cash and cash equivalents at the
beginning of the year/period ....... 106,937 200,047 349,203 349,203 635,071
Effect of foreign exchange rate changes,
n e t ..................... 11,769 3,375 4,248 13,603 12,424
Net increase in cash and
cash equivalents .............. 81,341 145,781 281,620 429,314 54,930
Cash and cash equivalents at the end
of the year/period ............ 200,047 349,203 635,071 792,120 702,425
Operating Activities
Our net cash flow generated from operating activities in the nine months ended
September 30, 2025 was RMB759.6 million, primarily attributable to our profit before tax of
RMB823.5 million, as adjusted by (i) non-cash and non-operating items such as interest
income of RMB14.9 million and foreign exchange gains, net, of RMB1.5 million, which were
primarily offset by depreciation of property, plant and equipment of RMB150.0 million,
write-down of inventories to net realizable value of RMB60.3 million, share-based payment
expenses of RMB45.3 million and impairment losses on financial assets, net of RMB26.7
million, (ii) the effects of movement in working capital such as the increase in trade and bills
receivables of RMB465.6 million, which was primarily offset by the increase in trade and bills
payables of RMB384.2 million and decrease in other payables and accruals of RMB48.5
million and (iii) income taxes paid of RMB91.2 million. Our net cash flow generated from
operating activities in 2024 was RMB796.3 million, primarily attributable to our profit before
tax of RMB762.5 million, as adjusted by (i) non-cash and non-operating items such as interest
income of RMB17.4 million and foreign exchange gains, net, of RMB7.4 million, which was
primarily offset by depreciation of property, plant and equipment of RMB153.5 million and
write-down of inventories to net realizable value of RMB71.8 million, (ii) the effects of
movement in working capital such as the increase in trade and bills receivables of RMB424.1
million, which was primarily offset by the increase in trade and bills payables of RMB231.9
million and increase in other payables and accruals of RMB121.3 million and (iii) income
taxes paid of RMB111.5 million. Our net cash flow generated from operating activities in
FINANCIAL INFORMATION
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2023 was RMB527.5 million, primarily attributable to our profit before tax of RMB496.9
million, as adjusted by (i) non-cash and non-operating items such as foreign exchange gains,
net, of RMB21.0 million and interest income of RMB4.5 million, which was primarily offset
by depreciation of property, plant and equipment of RMB144.0 million and write-down of
inventories to net realizable value of RMB33.3 million, (ii) the effects of movement in
working capital such as the increase in trade and bills receivables of RMB206.9 million,
which was partially offset by the increase in trade and bills payables of RMB142.2 million and
increase in other payables and accruals of RMB26.4 million and (iii) income taxes paid of
RMB75.9 million. Our net cash flow generated from operating activities in 2022 was
RMB430.9 million, primarily attributable to our profit before tax of RMB310.6 million, as
adjusted by (i) non-cash and non-operating items such as foreign exchange gains, net, of
RMB31.9 million and interest income of RMB1.6 million, which was primarily offset by
depreciation of property, plant and equipment of RMB121.4 million and write-down of
inventories to net realizable value of RMB66.9 million, (ii) the effects of movement in
working capital such as the decrease in trade and bills payables of RMB307.6 million and
increase in deferred income of RMB67.8 million, which was partially offset by the increase in
other payables and accruals of RMB109.6 million and (iii) income taxes paid of RMB31.5
million.
Investing Activities
In the nine months ended September 30, 2025, our net cash used in investing activities
amounted to RMB638.0 million, which primarily resulted from (i) withdrawal of financial
assets at fair value through profit or loss of RMB923.8 million and (ii) purchases of items of
property, plant and equipment of RMB716.9 million, partially offset by placement of financial
assets at fair value through profit or loss of RMB823.8 million. In 2024, our net cash used in
investing activities amounted to RMB1,123.7 million, which primarily resulted from
placement of financial assets at fair value through profit or loss of RMB1,316.0 million and
purchases of items of property, plant and equipment of RMB814.8 million, and was partially
offset by withdrawal of financial assets at fair value through profit or loss of RMB1,026.0
million. In 2023, our net cash used in investing activities amounted to RMB424.9 million,
which primarily resulted from purchases of items of property, plant and equipment of
RMB398.0 million and investment loss from derivative financial instruments of RMB22.5
million, and was partially offset by proceeds from disposal of items of property, plant and
equipment of RMB1.7 million. In 2022, our net cash used in investing activities amounted to
RMB455.5 million, which primarily resulted from purchases of items of property, plant and
equipment of RMB445.3 million, and was partially offset by purchases of intangible assets of
RMB10.9 million.
Financing Activities
In the nine months ended September 30, 2025, our net cash used in financing activities
amounted to RMB66.6 million, which primarily resulted from dividend paid of RMB203.9
million and repayment of bank and other borrowings of RMB115.0 million, partially offset by
new bank and other borrowings of RMB268.9 million. In 2024, our net cash generated from
financing activities amounted to RMB609.1 million, which primarily resulted from proceeds
from issue of shares of RMB790.3 million and new bank and other borrowings of RMB220.8
million, and was partially offset by repayment of bank and other borrowings of RMB193.1
million and dividend paid of RMB105.6 million. In 2023, our net cash generated from
financing activities amounted to RMB43.1 million, which primarily resulted from new bank
and other borrowings RMB320.4 million and withdrawal of pledged deposits of RMB234.5
million, which was partially offset by repayment of bank and other borrowings of RMB246.8
million and placement of pledged deposits of RMB235.2 million. In 2022, our net cash
generated from financing activities amounted to RMB106.0 million, which primarily resulted
from new bank and other borrowings of RMB424.0 million and withdrawal of pledged
deposits of RMB366.5 million, and was partially offset by placement of pledged deposits of
RMB376.4 million and repayment of bank and other borrowings of RMB277.8 million.
FINANCIAL INFORMATION
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SELECTED BALANCE SHEET ITEMS
Net Current Assets/Liabilities
The following table sets out our current assets and liabilities as of the dates indicated:
As of December 31,
As of
September
30,
As of
January 31,
2022 2023 2024 2025 2026
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
CURRENT ASSETS
Inventories ............ 355,583 396,914 458,550 621,243 829,408
Trade and bills receivables . . 704,733 886,657 1,292,954 1,731,367 2,085,266
Prepayments, deposits and
other receivables ....... 55,543 74,851 83,775 111,619 177,284
Financial assets at fair value
through profit or loss .... – – 291,070 191,509 90,794
Derivative financial
instruments .......... – – – 6 1 4 1,632
Financial assets at fair value
through other
comprehensive income . . . – 13,012 1,048 1,427 2,953
Pledged and restricted
deposits ............ 81,063 82,064 86,210 93,052 108,453
Cash and cash equivalents . . 200,047 349,203 635,071 702,425 567,309
Total current assets ...... 1,396,969 1,802,701 2,848,678 3,453,256 3,863,099
CURRENT LIABILITIES
Trade and bills payables . . . 1,129,255 1,221,691 1,646,602 2,075,794 2,471,396
Other payables and
accruals ............ 155,870 131,325 267,563 235,813 270,121
Derivative financial
instruments .......... – 1,422 8,088 − –
Tax payable ........... 4,837 32,232 31,884 31,572 42,222
Contract liabilities ....... 9,078 6,304 7,379 12,690 6,510
Interest-bearing bank and
other borrowings ....... 186,813 152,374 220,973 232,328 361,404
Lease liabilities ......... 14,382 9,853 433 629 624
Total current liabilities ... 1,500,235 1,555,201 2,182,922 2,588,826 3,152,277
NET CURRENT
(LIABILITIES)/
ASSETS ............ (103,266) 247,500 665,756 864,430 710,822
FINANCIAL INFORMATION
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Our net current assets remained stable from RMB864.4 million as of September 30, 2025
to RMB710.8 million as of January 31, 2026.
Our net current assets increased from RMB665.8 million as of December 31, 2024 to
RMB864.4 million as of September 30, 2025, primarily due to the increase in trade and bills
receivables of RMB438.4 million, the increase in inventories of RMB162.7 million, as well as
the increase in cash and cash equivalents of RMB67.4 million, partially offset by the increase
in trade and bills payables of RMB429.2 million. Our net current assets increased from
RMB247.5 million as of December 31, 2023 to RMB665.8 million as of December 31, 2024,
primarily due to the increase in trade and bills receivables of RMB406.3 million and the
increase in cash and cash equivalents of RMB285.9 million. We recorded net current liabilities
of RMB103.3 million as of December 31, 2022 and reversed to record net current assets of
RMB247.5 million as of December 31, 2023, primarily due to the increase in trade and bills
receivables of RMB181.9 million and the increase in cash and cash equivalent of RMB149.2
million.
Inventories
Our inventories comprise raw materials and consumables, work in progress, finished
goods, contract costs and goods in transit. The following table sets forth a breakdown of our
inventories as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Raw materials and
consumables ............ 32,240 47,440 74,157 137,609
Work in progress .......... 61,540 80,242 134,653 220,664
Finished goods ............ 200,525 193,972 206,894 237,375
Goods in transit ........... 130,149 135,647 119,760 97,479
Subtotal ................. 424,454 457,301 535,464 693,127
Impairment .............. (68,871) (60,387) (76,914) (71,884)
Total ................... 355,583 396,914 458,550 621,243
Our inventories increased by 35.5% from RMB458.6 million as of December 31, 2024 to
RMB621.2 million as of September 30, 2025, primarily due to (i) the increase in
work-in-progress inventories resulting from higher order volume and the corresponding
expansion of our production scale as our revenue grew during the period; (ii) the increase in
inventory levels of raw materials and consumables in response to stronger market demand;
and (iii) the increase in inventories at both our domestic production facilities and our Thai
Base as the latter transitioned from its preparation stage to the commencement of mass
production.
FINANCIAL INFORMATION
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Our inventories increased by 15.5% from RMB396.9 million as of December 31, 2023 to
RMB458.6 million as of December 31, 2024, primarily due to (i) the increase in our
work-in-progress inventories due to higher order volume and the commencement of
operations at our production facility in Dongguan, which expanded our in-process production
capacity and (ii) the increase in our inventory levels, including raw materials and consumables
in response to stronger market demand in 2024.
Our inventories increased by 11.6% from RMB355.6 million as of December 31, 2022 to
RMB396.9 million as of December 31, 2023, primarily due to (i) an increase in raw material
procurement to support higher sales in the second half of 2023 and (ii) our proactive stocking
of key raw materials in anticipation of business expansion and rising order volumes in 2023.
The following table set out the aging analysis of our inventories as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Less than six months ....... 275,698 349,861 475,764 629,492
Over six months but less than
1 year ................. 107,818 20,684 24,396 22,077
More than 1 year .......... 40,940 86,756 35,304 41,558
Subtotal ................. 424,456 457,300 535,463 693,127
Impairment .............. (68,873) (60,386) (76,913) (71,884)
Total ................... 355,583 396,914 458,550 621,243
The following table sets forth the turnover days of our inventories for the years/periods
indicated:
Year ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
Inventories turnover
days(1) ............. 9 3 8 9 7 2 6 6
Note:
(1) Inventories turnover days were calculated based on the average of the beginning and ending balances of
inventories (before impairment) of a given year/period divided by the cost of sales for that
corresponding year/period and multiplied by the number of days in that year/period.
Our inventories turnover days remained relatively stable at 93 days and 89 days in 2022
and 2023, respectively. Our inventories turnover days decreased from 89 days in 2023 to 72
days in 2024, and further deceased to 66 days in the nine months ended September 30, 2025,
primarily due to faster inventories turnover driven by increased market demand and the
expansion of our sales scale.
FINANCIAL INFORMATION
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As of January 31, 2026, RMB524.6 million, or 75.7% of our inventories as of September
30, 2025 had been utilized or sold. We assess the inventory turnover days for the Track Record
Period. Considering that (i) turnover metrics continued to decrease and consistent with
industry norms, (ii) based on such analysis, and in accordance with our accounting policies,
we have made sufficient provisions for inventories, (iii) a substantial part of the remaining
inventories had already been allocated to our ongoing projects, there is no recoverability or
obsolescence issue that would materially impact our financial position.
Trade and Bills Receivables
The balance of our trade and bills receivables mainly represented receivables from
customers for sales of our products. The table below sets forth our trade and bill receivables as
of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables .......... 634,633 883,879 1,226,052 1,705,921
Bills receivable ............ 103,350 47,494 129,469 115,170
Impairment ............... (33,250) (44,716) (62,567) (89,724)
Total ................... 704,733 886,657 1,292,954 1,731,367
Our balance of trade and bills receivables increased by 25.8% from RMB704.7 million as
of December 31, 2022 to RMB886.7 million as of December 31, 2023 and further increased by
45.8% to RMB1,293.0 million as of December 31, 2024, and further increased to RMB1,731.4
million as of September 30, 2025 generally in line with our revenue growth during the Track
Record Period, which was primarily driven by the increasing customer demand for our server
PCBs and others.
The following table sets forth an aging analysis of the trade and bills receivables, based
on the invoice date and net of loss allowance, as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year ............. 704,733 886,635 1,292,530 1,730,943
Over 1 year but less
than 2 years ............ – 2 2 4 2 4 4 2 4
Total ................... 704,733 886,657 1,292,954 1,731,367
FINANCIAL INFORMATION
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The following table sets forth our trade receivables turnover days during the
years/periods indicated:
Year ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
Trade receivables
turnover days (1)....... 1 0 3 1 0 2 1 0 2 1 0 3
Note:
(1) Trade receivables turnover days were calculated based on the average of opening and closing balances
of trade receivables (before impairment) for the relevant year/period, divided by the revenue for the
same year/period and multiplied by the number of days for years, or adjusted on a pro-rata basis for the
period.
Our trade receivables turnover days remained relatively stable at 103 days, 102 days, 102
days and 103 days in 2022, 2023, 2024 and the nine months ended September 30, 2025,
respectively.
During the Track Record Period, we did not experience any significant losses associated
with our trade receivables and the increase in our trade receivables did not have any material
adverse impact on our liquidity or cash flows.
As of January 31, 2026, RMB1,550.8 million, or 90.9% of our total trade receivables as
of September 30, 2025, had been settled. We assess the accounts receivable turnover days for
the Track Record Period. Considering that (i) turnover metrics remained consistent with our
historical levels and industry norms, (ii) based on such analysis, and in accordance with our
accounting policies, we have made sufficient provisions for trade receivables, (iii) the
outstanding trade receivables are sustained by contractual agreements, and (iv) in line with
our historical collection experience, there is no recoverability or obsolescence issue that
would materially impact our financial position.
Prepayments, Deposits and Other Receivables
Our prepayments, deposits and other receivables primarily include prepayments,
deposits, other receivables, value-added tax recoverable, tax repayments and A Shares listing
expenses.
FINANCIAL INFORMATION
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The following table sets forth the breakdown of our prepayments, deposits and other
receivables as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Prepayments .............. 5,823 10,177 73,503 55,919
Deposits ................ 9,797 10,366 10,804 10,822
Other receivables .......... 2,682 3,542 2,428 8,503
Value-added tax recoverable . . 35,156 55,497 68,075 71,702
Tax repayments ........... 2,631 – 532 −
A Shares listing expenses .... 3,170 5,151 – −
H Shares listing expenses .... – – – 14,866
Less: Non-current portion .... (2,664) (8,801) (70,464) (49,537)
Provision for impairment of
other receivables ......... (1,052) (1,081) (1,103) (656)
Total ................... 55,543 74,851 83,775 111,619
Our prepayments, deposits and other assets increased from RMB55.5 million as of
December 31, 2022 to RMB74.9 million as of December 31, 2023, to RMB83.8 million as of
December 31, 2024, and further to RMB111.6 million as of September 30, 2025, mainly due to
the increase in value-added tax recoverable as a result of our purchases of production
equipment for the expansion of our production facilities in Huangshi and the construction of
plant and acquisition of equipment for our production facilities in Dongguan and Thailand,
and the increased H Shares listing expenses.
Our prepayments increased significantly from RMB10.2 million as of December 31,
2023 to RMB73.5 million as of December 31, 2024, mainly due to the significant increase in
prepayments for equipment procurement and construction projects for our manufacturing
facilities in Thailand and the technical upgrade project at our Guangzhou facility. As the
majority of these prepayments related to long-term capital expenditure projects, they have
been reclassified as other non-current assets, resulting in an increase in the non-current
portion of prepayments from RMB8.8 million as of December 31, 2023 to RMB70.5 million
as of December 31, 2024. For further details, please see “Other Non-Current Assets.”
As of January 31, 2026, RMB84.3 million, or 75.1% of our total prepayments, deposits
and other receivables as of September 30, 2025, had been subsequently settled.
FINANCIAL INFORMATION
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Financial Assets at F air V alue through Profit or Loss
Our financial assets at fair value through profit or loss included wealth management of
principal-guaranteed structured deposits with low risks, primarily to generate additional
returns on cash reserves, while ensuring liquidity and capital preservation. The returns of our
structured deposits are tied to the performance of certain financial assets portfolio. Our
financial assets at fair value through profit or loss decreased from RMB291.1 million as of
December 31, 2024 to RMB191.5 million as of September 30, 2025, primarily due to the
withdrawal of certain structured deposits to fund capital injections into our subsidiaries. See
Note 22 to the Accountants’ Report in Appendix I to this Prospectus for more details of our
financial assets at fair value through profit or loss.
We have established comprehensive investment policies and strategies with respect to
financial products, to ensure compliance, safeguard assets and manage risks effectively. We
make investment decisions on a case-by-case basis after considering various factors,
including but not limited to macro-economic environment, general market conditions, risk
control and credit of the banks, our own strategic needs and working capital conditions and the
expected profit of the investment. Key features of our investment policy include: (i) all
investments must be approved by our Board or Shareholders’ meeting, depending on the size
and nature of the investment, (ii) our general manager and relevant departments are
responsible for investment project evaluation and planning. Our finance department handles
budgeting, fund allocation, accounting and monitoring. Our legal team reviews key contracts,
while the Board secretary oversees disclosure to public investors, (iii) we do not invest in
high-risk products and only invest when we have sufficient liquidity and ensure our
investments do not affect normal operations or capital expenditures. After Listing, our
investments in financial products will be subject to compliance with Chapter 14 of the Listing
Rules.
Financial Assets at F air V alue through Other Comprehensive Income
Our financial assets at fair value through other comprehensive income primarily consist
of bank acceptance that we held for collecting contractual cash flows or selling during the
Track Record Period. Our financial assets at fair value through other comprehensive income
was nil, RMB13.0 million, RMB1.0 million and RMB1.4 million, as of December 31, 2022,
2023, 2024 and September 30, 2025, respectively.
Cash and Cash Equivalents
Our cash and cash equivalents amounted to RMB200.0 million, RMB349.2 million,
RMB635.1 million and RMB702.4 million as of December 31, 2022, 2023, 2024, and
September 30, 2025, respectively. The increase was generally in line with our business
growth, and the balance as of December 31, 2024 also reflected the proceeds raised from our
A Share Listing.
FINANCIAL INFORMATION
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A significant portion of our cash and cash equivalents was denominated in US dollar
amounting to RMB153.9 million, RMB315.3 million, RMB465.3 million and RMB522.1
million as of December 31, 2022, 2023, 2024 and September 30, 2025, representing
approximately 76.9%, 90.3%, 73.3% and 74.3% of our total cash and cash equivalents,
respectively. Our cash and cash equivalents denominated in RMB amounted to RMB42.4
million, RMB28.3 million, RMB154.6 million and RMB160.2 million, representing
approximately 21.2%, 8.1%, 24.3% and 22.8% of our total cash and cash equivalents,
respectively. We also held cash and cash equivalents denominated in Euro, Thai Baht and
Hong Kong dollars during the Track Record Period. See Note 24 to the Accountants’ Report in
Appendix I to this Prospectus for more details.
Trade and Bills Payables
Our trade and bills payables primarily consist of payments for raw materials, equipment
and construction costs, electricity and processing fees. Payments for raw materials and
processing fees are normally settled within 90 to 120 days. Electricity charges are generally
settled on a real-time basis. Payments for equipment and construction costs are subject to the
payment schedules specified in the respective contracts. Our trade payables are
non-interest-bearing.
The following table sets forth the breakdown of our trade and bills payables as of the
dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables
Raw materials ............. 381,222 473,987 585,089 864,309
Equipment and
construction costs ....... 338,571 288,803 481,787 490,141
Electricity ............... 73,002 97,687 70,849 113,317
Processing fees ........... 4,197 6,586 30,388 37,789
Others .................. 23,189 33,089 31,309 21,445
Subtotal ................ 820,181 900,152 1,199,422 1,527,001
Bills payables ............ 309,074 321,539 447,180 548,793
Total ................... 1,129,255 1,221,691 1,646,602 2,075,794
Our trade and bills payables increased by 18.7% from RMB1,646.6 million as of
December 31, 2024 to RMB2,075.8 million as of September 30, 2025, mainly due to the
increase in raw material purchases driven by the continued growth in our sales orders, which
resulted in higher trade payables for materials and an increase in bills payable.
Our trade and bills payables increased by 34.8% from RMB1,221.7 million as of
December 31, 2023 to RMB1,646.6 million as of December 31, 2024, mainly due to (i) our
increased procurement of raw materials driven by continued sales order growth and (ii) the
addition of equipment and construction payables related to the construction of our production
facility in Thailand.
FINANCIAL INFORMATION
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Our trade and bills payables increased by 8.2% from RMB1,129.3 million as of
December 31, 2022 to RMB1,221.7 million as of December 31, 2023, mainly due to the
increased procurement and payment for raw material in line with our increased sales orders
during the year.
The following table sets forth an aging analysis of our trade and bills payables as of the
dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year ............. 972,575 1,167,047 1,610,962 2,051,190
1 to 2 years ............... 155,320 39,957 26,853 16,889
2 to 3 years ............... 1 7 9 14,687 4,909 6,809
Over 3 years .............. 1,181 – 3,878 906
1,129,255 1,221,691 1,646,602 2,075,794
The following table sets forth our trade payables turnover days during the years/periods
indicated:
Year ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
Trade payables turnover
days(1) ............. 2 0 5 1 7 3 1 5 2 1 4 7
Note:
(1) The trade payables turnover days were the average of the opening and closing trade payables divided
by our total cost of sales for that year/period and multiplied by the number of days for years, or
adjusted on a pro-rata basis for the period.
Our trade payables turnover days decreased from 205 days in 2022 to 173 days in 2023,
to 152 days in 2024, and further to 147 days in the nine months ended September 30, 2025
primarily due to our business expansion and the increase of our costs of sales during the same
periods to facilitate our fulfillment of increased orders. Our Directors confirm that we did not
have any material defaults in payment of trade and bills payables during the Track Record
Period and up to the Latest Practicable Date.
As of January 31, 2026, approximately RMB1,143.9 million, or 74.9% of total trade
payables as of September 30, 2025, were settled.
FINANCIAL INFORMATION
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Other Payables and Accruals
Our other payables and accruals primarily consist of restricted share repurchase
obligations, deposits received, accruals, payroll and welfare payable, other tax payables,
endorsed and unmatured bank bills not derecognized and other payables.
The table below sets forth our other payables and accruals as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Restricted share repurchase
obligations ............. – – 52,985 51,040
Advanced receipt of issue of
restricted share ......... − − − 10,825
Deposits received .......... 4 0 1 3,401 300 331
Accruals ................. 14,317 23,217 15,864 43,182
Payroll and welfare payable . . 75,967 85,562 107,543 99,509
Other tax payables ......... 3,996 3,811 3,901 8,176
Endorsed and unmatured bank
bills not derecognized ..... 60,861 14,839 86,352 22,085
Other payables ............ 3 2 8 4 9 5 6 1 8 6 6 5
Total ................... 155,870 131,325 267,563 235,813
Our other payables and accruals decreased by 11.9% from RMB267.6 million as of
December 31, 2024 to RMB235.8 million as of September 30, 2025, primarily due to the
decrease in endorsed and unmatured bank bills not derecognized as result of the respective
maturity and recognition, partially offset by an increase in advanced receipt of issue of
restricted share.
Our other payables and accruals increased by 103.7% from RMB131.3 million as of
December 31, 2023 to RMB267.6 million as of December 31, 2024, primarily due to (i) the
increase in endorsed and unmatured bank bills not derecognized, as we settled purchases with
certain suppliers using bank acceptance bills and such bills remained on our balance sheet as
we retained the payment obligations prior to maturity and settlement and (ii) the increase in
restricted share repurchase obligations related to our grant of shares under our 2024
Restricted Share Incentive Plan and 2024 Share Option Incentive Plan.
Our other payables and accruals decreased by 15.7% from RMB155.9 million as of
December 31, 2022 to RMB131.3 million as of December 31, 2023, primarily due to the
derecognition of bank-endorsed bills previously obtained through a finance lease arrangement
in 2022 and used by us to settle payments with suppliers, which were subsequently endorsed
and matured in 2023.
As of January 31, 2026, RMB188.8 million, or 80.1% of our total other payables and
accruals as of September 30, 2025, had been subsequently settled.
FINANCIAL INFORMATION
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Derivative Financial Instruments
To manage our exposure to foreign exchange risk and mitigate the potential adverse
impact of significant exchange rate fluctuations on our operations, we invested on derivative
financial instruments in 2023 and 2024, primarily in the form of forward currency contracts,
none of which are designated as hedging instruments for accounting purposes. The notional
amounts of our outstanding derivative financial instruments were RMB1.4 million and
RMB8.1 million, respectively. Under our foreign exchange forward contracts, if RMB
depreciates or appreciates against the U.S. dollar substantially, our obligation to pay to the
banks under the outstanding foreign exchange forward contracts would increase or decrease,
which would affect our cash flows and financial position. We recognized fair value loss on
derivative financial instruments of RMB21.2 million, RMB41.5 million, RMB14.9 million in
2022, 2023, and 2024, respectively. We recorded fair value gain on derivative financial
instruments of RMB0.9 million and RMB6.2 million in the nine months ended September 30,
2024 and 2025, respectively.
We have implemented and will continue to implement, internal policies and procedures
to manage our investment on derivative financial instruments, in a prudent manner. Our
internal policies set forth guiding principles and detailed processes for evaluating and
monitoring the use of derivative financial instruments. The key guiding principles include the
following: (i) we control the scale of derivative transactions to align with the actual business
needs, and we prohibit speculative or arbitrage trading that could adversely affect our normal
operations, and (ii) all derivative transactions must be based on foreign currency cash flow
forecasts, and the notional amount of forward currency contracts must not exceed the
forecasted foreign currency receipts and payments.
Contract Liabilities
Our contract liabilities include prepayment received from our customers based on sales
order in advance of our delivery of products under the contracts.
Our contract liabilities increased by 17.1% from RMB6.3 million as of December 31,
2023 to RMB7.4 million as of December 31, 2024, and further increased by 72.0% to
RMB12.7 million as of September 30, 2025, primarily attributable to the increase in advance
payments from certain new overseas customers. Our contract liabilities decreased by 30.6%
from RMB9.1 million as of December 31, 2022 to RMB6.3 million as of December 31, 2023,
primarily attributable to the fulfillment of prepayment-based contracts with customers.
As of January 31, 2026, RMB10.4 million, or 81.9% of our total contract liabilities as of
September 30, 2025, had been subsequently recognized as revenue.
Interest-bearing Bank and Other Borrowings
Our current interest-bearing bank and other borrowings remained relatively stable at
RMB221.0 million and RMB232.3 million as of December 31, 2024 and as of September 30,
2025, respectively. Our current interest-bearing bank and other borrowings increased from
RMB152.4 million as of December 31, 2023 to RMB221.0 million as of December 31, 2024,
primarily due to additional bank loans obtained for our construction of production facilities in
Dongguan and Thailand. Our current interest-bearing bank and other borrowings decreased
from RMB186.8 million as of December 31, 2022 to RMB152.4 million as of December 31,
2023, primarily because we partially repaid some loan principals and interests in 2023. The
effective interest rates of our current interest-bearing bank and other borrowings ranged from
2.95% to 5.00% per annum as of December 31, 2022, from 2.80% to 4.85% per annum as of
December 31, 2023, from 2.20% to 4.40% per annum as of December 31, 2024, and from
2.11% to 3.20% per annum as of September 30, 2025.
FINANCIAL INFORMATION
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Our current interest-bearing bank and other borrowings during the Track Record Period
were primarily used for business operation purposes. As of September 30, 2025, all of our
current interest-bearing borrowings were repayable within one year, and were denominated in
Renminbi comprising both fixed-rate and floating-rate borrowings.
Lease Liabilities
Our current lease liabilities increased from RMB0.4 million as of December 31, 2024 to
RMB0.6 million as of September 30, 2025, primarily due to the increase in lease liabilities
arising from a new office lease starting from June 2025. Our current lease liabilities decreased
from RMB9.9 million as of December 31, 2023 to RMB0.4 million as of December 31, 2024,
primarily because most of the leases for factories and dormitories expired during the year. Our
current lease liabilities decreased from RMB14.4 million as of December 31, 2022 to RMB9.9
million as of December 31, 2023, primarily due to our efforts to optimize the management of
leased dormitories, which reduced idle rooms, improved usage efficiency and lowered rental
payments.
Non-current Assets/Liabilities
The following table sets out our non-current assets and liabilities as of the dates
indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and
equipment .............. 1,640,387 1,815,563 2,567,318 3,097,015
Right-of-use assets ......... 120,340 114,335 104,949 105,891
Intangible assets ........... 28,422 19,923 18,695 18,809
Investment in associate ...... − − − 12,000
Deferred tax assets ......... 56,074 51,109 75,652 35,208
Other non-current assets ..... 2,664 8,801 70,464 49,537
Total non-current assets .... 1,847,887 2,009,731 2,837,078 3,318,460
NON-CURRENT
LIABILITIES
Interest-bearing bank and
other borrowings ......... 136,691 230,840 193,946 336,457
Lease liabilities ........... 2 4 0 4 3 3 – 2,500
Deferred income ........... 131,044 126,721 166,725 173,648
Deferred tax liabilities ...... 67,572 68,923 68,317 36,334
Total non-current liabilities . 335,547 426,917 428,988 548,939
FINANCIAL INFORMATION
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Property, Plant and Equipment
Our property, plant and equipment primarily consist of our buildings, machinery,
construction in progress, tools and freehold land. The following table sets forth the breakdown
of our property, plant and equipment as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Buildings ................ 611,286 598,921 716,716 1,273,250
Machinery ............... 922,039 896,063 1,029,873 1,584,137
Construction in progress ..... 77,295 255,090 739,573 127,444
Tools ................... 10,786 11,532 12,515 26,393
Freehold land ............. – 33,290 40,027 39,821
Others .................. 18,981 20,667 28,614 45,970
Total ................... 1,640,387 1,815,563 2,567,318 3,097,015
Our property, plant and equipment increased by 20.6% from RMB2,567.3 million as of
December 31, 2024 to RMB3,097.0 million as of September 30, 2025, primarily due to the
increase in buildings as our production facilities. Our property, plant and equipment increased
by 41.4% from RMB1,815.6 million as of December 31, 2023 to RMB2,567.3 million as of
December 31, 2024, primarily due to (i) the increase in construction in progress related to the
ongoing construction of our production facility in Thailand, (ii) the increase in machinery as
we acquired new equipment for our production facilities in Dongguan and Guangzhou to
support the operations, enhance production capacity and improve operational efficiency and
(iii) the increase in buildings as our production facility in Dongguan which was once
construction-in-progress was completed and transferred to property, plant and equipment in
February 2024. Our property, plant and equipment increased by 10.7% from RMB1,640.4
million as of December 31, 2022 to RMB1,815.6 million as of December 31, 2023, primarily
due to the increase in construction in progress resulting from the ongoing construction of our
production facility in Dongguan in 2023.
Right-of-Use Assets
Our right-of-use assets primarily consist of buildings and land use rights. The following
table sets forth the breakdown of our right-of-use assets as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Buildings ................ 13,341 9,825 393 3,112
Land use rights ............ 106,999 104,510 104,556 102,779
Total ................... 120,340 114,335 104,949 105,891
FINANCIAL INFORMATION
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Our right-of-use assets remained relatively stable at RMB104.9 million as of December
31, 2024 and RMB105.9 million as of September 30, 2025. Our right-of-use assets decreased
by 8.2% from RMB114.3 million as of December 31, 2023 to RMB104.9 million as of
December 31, 2024, mainly due to the expiration of lease terms for a number of right-of-use
assets, including leased factory premises and employee dormitories. Our right-of-use assets
decreased by 5.0% from RMB120.3 million as of December 31, 2022 to RMB114.3 million as
of December 31, 2023, primarily due to the amortization of land use rights.
Intangible Assets
Our intangible assets primarily consist of software and licenses. The following table sets
forth the breakdown of our intangible assets of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Software ................. 27,340 19,212 18,355 18,747
Licenses ................. 1,082 711 340 62
Total ................... 28,422 19,923 18,695 18,809
Our intangible assets remained relatively stable at RMB18.7 million and RMB18.8
million as of December 31, 2024 and as of September 30, 2025, respectively. Our intangible
assets further decreased slightly by 6.2% from RMB19.9 million as of December 31, 2023 to
RMB18.7 million as of December 31, 2024, primarily because software amortization
remained relatively stable while we increased the purchase of new office software in 2024,
thereby narrowing the decline in net book value compared to the end of 2023. Our intangible
assets decreased by 29.9% from RMB28.4 million as of December 31, 2022 to RMB19.9
million as of December 31, 2023, primarily because (i) the amount of software purchased in
2023 was lower than the software amortization for that year, primarily due to the relatively
large amount of software we purchased in 2022 to support our business operations,
engineering design and other functional needs.
Interest-bearing Bank and Other Borrowings
Our non-current interest-bearing bank and other borrowings increased from RMB336.5
million as of September 30, 2025 to RMB341.0 million as of January 31, 2026, primarily due
to additional bank loans obtained for our purchase of equipment for our production facility.
Our non-current interest-bearing bank and other borrowings increased from RMB193.9
million as of December 31, 2024 to RMB336.5 million as of September 30, 2025, primarily
due to additional bank loans obtained for our purchase of equipment for our production
facility. Our non-current interest-bearing bank and other borrowings decreased from
RMB230.8 million as of December 31, 2023 to RMB193.9 million as of December 31, 2024,
primarily because of the scheduled repayment of principal and interest on our outstanding
borrowings. Our non-current interest-bearing bank and other borrowings increased from
RMB136.7 million as of December 31, 2022 to RMB230.8 million as of December 31, 2023,
primarily due to the increase in our bank borrowings in 2023 to support the construction of
new facilities and the equipment and technology upgrade projects.
FINANCIAL INFORMATION
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The effective interest rates of our non-current interest-bearing bank and other
borrowings ranged from 3.20% to 5.00% per annum as of December 31, 2022, from 3.20% to
4.85% per annum as of December 31, 2023, from 3.10% to 4.40% per annum as of December
31, 2024, and from 2.40% to 4.40% per annum as of September 30, 2025.
Our non-current interest-bearing bank and other borrowings during the Track Record
Period were primarily used for business operation purposes. As of January 31, 2026, all of our
non-current interest-bearing borrowings were denominated in Renminbi comprising both
fixed-rate and floating-rate borrowings.
Other Non-Current Assets
Our other non-current assets primarily consist of prepayments for equipment and
construction projects. Our other non-current assets decreased from RMB70.5 million as of
December 31, 2024 to RMB49.5 million as of September 30, 2025, primarily due to our
settlement with suppliers of projects and equipment of our production facility in Thailand.
Our other non-current assets further increased from RMB8.8 million as of December 31, 2023
to RMB70.5 million as of December 31, 2024, primarily due to the increase in our
prepayments for equipment and engineering works related to the construction of our
production facility in Thailand. These equipment and engineering investment were made to
support trial production and preparations for full-scale commercial operations at our
production facility in Thailand, in order to accommodate the continued growth of our overseas
business in future. Our other non-current assets increased from RMB2.7 million as of
December 31, 2022 to RMB8.8 million as of December 31, 2023, primarily due to the increase
in our equipment prepayments to support the drilling and machining production steps in our
production facility in Dongguan.
Deferred Income
Our deferred income consists of government grants that we received in support of our
business operations and capital expenditures.
Our deferred income decreased from RMB166.7 million as of December 31, 2024 to
RMB173.6 million as of September 30, 2025, mainly due to the continued amortization of
government grants into other income in line with the expected benefit period of the relevant
underlying assets or the fulfillment of grant conditions.
Our deferred income increased from RMB126.7 million as of December 31, 2023 to
RMB166.7 million as of December 31, 2024, mainly as a result of our receipt of new
government grants in connection with our ongoing business expansion.
FINANCIAL INFORMATION
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Our deferred income decreased from RMB131.0 million as of December 31, 2022 to
RMB126.7 million as of December 31, 2023, mainly due to continued amortization of
government grants into other income in line with the expected useful lives of the relevant
underlying assets or the fulfillment of grant conditions.
INDEBTEDNESS
The following table sets forth a breakdown of our indebtedness as of the dates indicated:
As of December 31,
As of
September
30,
As of
January 31,
2022 2023 2024 2025 2026
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Current
Interest-bearing bank
borrowings ........ 186,813 152,374 220,973 232,328 361,404
Lease liabilities ...... 14,382 9,853 433 629 624
Non-current
Interest-bearing bank
borrowings ........ 136,691 230,840 193,946 336,457 341,043
Lease liabilities ...... 2 4 0 4 3 3 – 2,500 4,518
Total .............. 338,126 393,500 415,352 571,914 707,589
Interest-bearing Bank and Other Borrowings
As of January 31, 2026, our total facilities for bank borrowings amounted to
RMB3,338.1 million, of which RMB1,490.9 million had been utilized.
As of December 31, 2022, 2023, 2024 and September 30, 2025, we had outstanding
aggregate unpaid interest-bearing bank and other borrowings of RMB323.5 million,
RMB383.2 million, RMB414.9 million, RMB568.8 million, respectively. See “— Selected
Balance Sheet Items — Net Current Assets/Liabilities — Interest-bearing Bank and Other
Borrowings” and “— Selected Balance Sheet Items — Non-current Assets/Liabilities —
Interest-bearing Bank and Other Borrowings” for more details. Our Directors confirm that we
did not experience any difficulty in obtaining bank loans and other borrowings, default in
payment of bank borrowings or breach of covenants during the Track Record Period and up to
the Latest Practicable Date.
FINANCIAL INFORMATION
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Lease Liabilities
As of December 31, 2022, 2023, 2024, September 30, 2025 and January 31, 2026, we
have outstanding aggregate unpaid contractual lease payments of RMB14.6 million, RMB10.3
million, RMB0.4 million, RMB3.1 million and RMB5.1 million, respectively, in relation to
the corresponding lease liabilities. Except as discussed above, we did not have material
mortgages, charges, debentures, loan capital, debt securities, loans, bank overdrafts or other
similar indebtedness, finance lease or hire purchase commitments, liabilities under
acceptance (other than normal trade bills), acceptance credits, which are either guaranteed,
unguaranteed, secured or unsecured, or guarantees or other contingent liabilities as of January
31, 2026. Our Directors confirm that there has been no material change in our indebtedness
since January 31, 2026 and up to the Latest Practicable Date.
CONTINGENT LIABILITIES
As of December 31, 2022, 2023, 2024 and September 30, 2025, we did not have any
material contingent liabilities. As of the Latest Practicable Date, there had been no material
changes or arrangements to our contingent liabilities.
CAPITAL EXPENDITURE
We incurred capital expenditures of RMB456.3 million, RMB404.1 million, RMB825.1
million, RMB549.3 million and RMB729.3 million in 2022, 2023, 2024 and the nine months
ended September 30, 2024 and 2025, respectively, mainly in connection with purchases of
items of property, plant and equipment and intangible assets.
The following table sets forth a breakdown of our capital expenditures for the
years/periods indicated:
Year ended December 31,
Nine months
ended September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Purchases of items of property, plant and
equipment ................. 445,330 398,026 814,824 541,451 716,933
Purchase of intangible assets ........ 10,946 6,041 10,323 7,898 12,379
Total ..................... 456,276 404,067 825,147 549,349 729,312
We expect to fund our future capital expenditures with our operating cash flows as well
as with our own funds or other funds raised. We may adjust our capital expenditures for any
given period according to our ongoing business needs and in light of market conditions or
other factors we believe appropriate.
FINANCIAL INFORMATION
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CAPITAL COMMITMENTS
We had the following capital commitments mainly related to construction in progress as
of the date indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Construction in progress .... 193,960 107,011 179,265 273,759
OFF-BALANCE SHEET ARRANGEMENTS
We have not entered into, nor do we expect to enter into, any off-balance sheet
arrangements. We also have not entered into any financial guarantees or other relevant
commitments. In addition, we have not entered into any derivative contracts that are indexed
to our equity interests and classified as owners’ equity. We do not have any variable interest in
any unconsolidated entity that provides financing, liquidity, market risk or credit support to us
or engages in leasing or hedging with us.
RELATED PARTY TRANSACTIONS AND BALANCES
During the Track Record Period, we entered into certain related party transactions from
time to time. See Note 38 to the Accountants’ Report in Appendix I to this Prospectus for more
details. Our Directors believe that our transactions with related parties during the Track
Record Period were conducted in the ordinary and usual course of business and on an arm’s
length basis, and they did not distinct our results of operations or make our historical results
not reflective of our future performance.
DIVIDENDS AND DIVIDEND POLICY
Dividend distribution to our shareholders is recognized as a liability in the period in
which the dividends are approved by our shareholders or Directors, as appropriate. We paid a
dividend of RMB105.6 million in 2024. In May 2025, we declared cash dividends of
RMB204.0 million, which have been paid in full in May 2025. We may distribute dividends in
the form of cash dividends or stock dividends or a combination of cash dividends and stock
dividends, and we give priority to profit distribution in cash, where eligible. Any proposed
distribution of dividends is subject to the discretion of our Board and the approval at our
Shareholders’ meetings. Our Board may recommend a distribution of dividends in the future
in accordance with the procedures stipulated in the Articles of Association of our Company,
after taking into account our results of operations, financial condition, operating
requirements, capital requirements, shareholders’ interests and any other conditions that our
Board may deem relevant. According to the applicable PRC laws and our dividend policy, we
may pay dividends out of our profit after tax only after we have (i) made up recovery of
accumulated losses, if applicable, (ii) made allocations to the statutory reserve equivalent to
10% of our profit after tax, provided that when the accumulated statutory reserve exceeds 50%
of our total issued share capital, further allocations to this statutory reserve are not required,
and (iii) after the allocations to the statutory reserve, made allocations, if any, to a
discretionary reserve as approved by our shareholders in a shareholders’ meeting.
FINANCIAL INFORMATION
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Further, according to our dividend policy, in principle, we distribute dividends once a
fiscal year (where necessary, we may also declare interim cash dividends or stock dividends).
Our distributed profits distributed in cash shall be no less than 10% of the distributable profits
achieved in the year and we are required to pay cumulative cash dividends of the most recent
three fiscal years that account for not less than 30% of our average annual distributable profits
for those three fiscal years which are available for distribution, calculated in accordance with
PRC GAAP, provided that the sustainable operation and long term development of the
Company shall not be impaired, there is no plan for significant capital expenditure, and all
other conditions for cash dividend distribution are satisfied.
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commissions and other fees
(such as the discretionary incentive fee) incurred in connection with the Global Offering. We
estimate that our listing expenses will be approximately RMB115.8 million (or HK$131.1
million, representing 3.96% of the gross proceeds from the Global Offering) (based on the
maximum Offer Price of HK$71.88), of which (i) approximately RMB108.7 million, directly
attributable to the issue of our Offer Shares, will be subsequently charged to equity upon
completion of the proposed Listing, and (ii) approximately RMB7.1 million is expected to be
expensed in our combined statements of profit or loss.
KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios as of the dates or for the
years/periods indicated:
As of or for the year ended December 31,
As of or for
the nine
months ended
September 30
2022 2023 2024 2025
Current ratio (1) .............. 0 . 9 times 1.2 times 1.3 times 1.3 times
Quick ratio (2) ............... 0 . 7 times 0.9 times 1.1 times 1.1 times
Gearing ratio (3) .............. 24.0% 21.5% 13.5% 15.7%
Liability-to-asset ratio (4) ........ 56.6% 52.0% 45.9% 46.3%
Trade receivables turnover days (5) . . . 103 days 102 days 102 days 103 days
Inventories turnover days (6) ....... 9 3 days 89 days 72 days 66 days
Interest coverage ratio (7) ........ 39.9 times 48.5 times 59.1 times 68.2 times
Net margin (8) ............... 11.6% 15.5% 18.1% 18.9%
Notes:
(1) Current ratio was calculated by dividing current assets by current liabilities as of the dates indicated.
(2) Quick ratio was calculated by dividing the difference of current assets and inventories by total current
liabilities as of the dates indicated.
(3) Gearing ratio was calculated based on total indebtedness (including lease liabilities, interest-bearing
bank and other borrowings) divided by total equity and multiplied by 100%.
(4) Liability-to-asset ratio was calculated by dividing total liabilities by total assets.
FINANCIAL INFORMATION
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(5) Trade receivables turnover days were calculated based on the average of opening and closing balance
of trade receivables (before impairment) for the relevant year/period, divided by the revenue for the
same year/period and multiplied by the number of days in that year/period.
(6) Inventories turnover days were calculated based on the average of the beginning and ending balances of
inventories (before impairment) of a given year/period divided by the cost of sales for that
corresponding year/period and multiplied by the number of days in that year/period.
(7) Interest coverage ratio was calculated by dividing EBITDA (non-IFRS measure) by interest expenses
for the years/periods indicated.
(8) Net margin was calculated by dividing profit for the year/periods by revenue for the years/periods
indicated.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT FINANCIAL RISKS
Interest Rate Risk
We have changes in interest rates exposures. Such exposures arise from our debt
obligations in RMB with floating interest rates. See Note 41 to the Accountants’ Report in
Appendix I to this Prospectus for more details.
Foreign Currency Risk
We have transactional currency exposures. Such exposures arise from sales or purchases
by operating units and investing and financing activities by investment holding units in
currencies other than the units’ functional currencies. For a sensitivity analysis of a
reasonably possible change in the foreign exchange rates, with all other variables held
constant, of our profit after tax for each period of the Track Record Period, see Note 41 to the
Accountants’ Report in Appendix I to this Prospectus for more details.
Credit Risk
We trade only with recognized and creditworthy third parties. It is our policy that all
customers who wish to trade on credit terms are subject to credit verification procedures.
There are no significant concentrations of credit risk for trade receivables from third parties as
our customer bases are dispersed. In addition, receivable balances are monitored on an
ongoing basis. See Note 41 to the Accountants’ Report in Appendix I to this Prospectus for
more details.
Liquidity Risk
We monitor the risk in relation to shortage of funds through using a recurring liquidity
planning tool. This tool considers the maturity of both its financial instruments and financial
assets, such as trade receivables and projected cash flows from operations. Our objective is to
maintain a balance continuity of funding and flexibility through the use of internally
generated cash flows from operations. For the maturity profile of our financial liabilities and
lease liabilities based on the contractual undiscounted payments, as of December 31, 2022,
2023, 2024 and September 30, 2025, see Note 41 to the Accountants’ Report in Appendix I to
this Prospectus for more details.
FINANCIAL INFORMATION
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UNAUDITED PRO FORMA ADJUSTED COMBINED NET TANGIBLE ASSETS
See Appendix IIA to this Prospectus for details.
NO MATERIAL ADVERSE CHANGE
Our Directors confirm that up to the date of this Prospectus there had been no material
adverse change in our financial, operational or prospects since September 30, 2025, being the
latest balance sheet date of our consolidated financial statements as set out in the
Accountants’ Report set out in Appendix I to this Prospectus.
Based on our unaudited financial information for the year ended December 31, 2025 set
out in Appendix IIB to this prospectus, our revenue increased by 46.9% from RMB3,734.3
million in 2024 to RMB5,485.4 million in 2025, and our profit for the year increased from
RMB676.1 million in 2024 to RMB1,015.8 million in 2025. For further details of the
unaudited financial information, please see “Unaudited Preliminary Financial Information for
the Year Ended December 31, 2025” as set out in Appendix IIB of this Prospectus.
DISCLOSURE REQUIRED UNDER LISTING RULES
Our Directors have confirmed that, as of the Latest Practicable Date, they were not aware
of any circumstances which would give rise to a disclosure requirement under Rule 13.13 to
Rule 13.19 of the Listing Rules.
FINANCIAL INFORMATION
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OVERVIEW
As of the Latest Practicable Date, our Company was held as to (i) approximately 40.13%
by Zhenyun Investment, which was owned as to 99.90% by Mr. Xiao (the spouse of Ms. Liu)
and 0.10% by Ms. Liu (the spouse of Mr. Xiao), respectively; (ii) approximately 6.76% by
Guangsheng Investment, which was controlled by Mr. Xiao by virtue of his position as the
sole general partner thereof; and (iii) approximately 6.76% by Guangcai Investment, which
was controlled by Mr. Xiao by virtue of his position as the sole general partner thereof,
respectively. Accordingly, Mr. Xiao and Ms. Liu, through Zhenyun Investment, Guangsheng
Investment and Guangcai Investment, collectively controlled approximately 53.65% of the
total issued capital of our Company as of the Latest Practicable Date.
Immediately following the completion of the Global Offering (assuming no other
changes are made to the issued share capital of our Company between the Latest Practicable
Date and the Listing), Mr. Xiao and Ms. Liu, through Zhenyun Investment, Guangsheng
Investment and Guangcai Investment, will collectively control approximately 48.43% of the
total issued capital of our Company. Accordingly, Mr. Xiao, Ms. Liu, Zhenyun Investment,
Guangsheng Investment and Guangcai Investment will together constitute a group of our
Controlling Shareholders for the purpose of the Listing Rules upon Listing.
For details of the background of Mr. Xiao and Ms. Liu, see “Directors and Senior
Management — Directors” in this Prospectus.
INTEREST IN COMPETING BUSINESS
Each of the members of our Controlling Shareholders Group confirms that he/she/it had
no interest in any business apart from the business of our Group which competes or is likely to
compete, either directly or indirectly, with the business of our Group, which would require
disclosure under Rule 8.10 of the Listing Rules as of the Latest Practicable Date.
NON-COMPETITION UNDERTAKINGS
Mr. Xiao, Ms. Liu and Zhenyun Investment have executed non-competition undertakings
in favor of our Company, pursuant to which each of them has undertaken that, among others:
(i) none of Mr. Xiao, Ms. Liu, Zhenyun Investment nor any other enterprises or
economic organizations directly or indirectly controlled by Mr. Xiao, Mr. Xiao’s
immediate family members, Ms. Liu, Ms. Liu’s immediate family members or
Zhenyun Investment has engaged in any business that directly or indirectly
competes with that of our Company;
(ii) Mr. Xiao, Ms. Liu, Zhenyun Investment and their respective controlled enterprises
(collectively, the “ Relevant Parties”) do not operate any business similar to that of
the principal business of our Company, and there does not exist any competing
business between our Company and the Relevant Parties;
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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(iii) the Relevant Parties shall avoid any competition with our Company and, in the
event that there arise any business opportunities within the scope of the principal
business of our Company, Mr. Xiao, Ms. Liu and Zhenyun Investment shall first
refer such opportunities to our Company; and
(iv) if Mr. Xiao, Ms. Liu or Zhenyun Investment fail to comply with the above
undertakings, he/she/it shall compensate for all losses incurred by our Company as
a result thereof.
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Having considered the following factors, our Directors are satisfied that we are capable
of carrying on our business independently of our Controlling Shareholders and their
respective close associates upon Listing.
Management Independence
Upon Listing, our Board will comprise seven Directors, including three executive
Directors, one non-executive Director and three independent non-executive Directors. Save
for Mr. Xiao (being a member of our Controlling Shareholders Group, an executive Director
and chairman of the Board) and Ms. Liu (being a member of our Controlling Shareholders
Group and a non-executive Director), none of our Directors or members of the senior
management is a Controlling Shareholder or holds any directorship or executive position in
the close associates of any of our Controlling Shareholders.
Our management and operational decisions are made collectively by our Board and
senior management, most of whom have served our Group for a significant period of time and
have substantial and extensive relevant industry experience and expertise as set out in
“Directors and Senior Management” in this Prospectus. Our Directors consider that our Board
and senior management will function independently of our Controlling Shareholders Group
for the following reasons:
(i) each Director is aware of his or her fiduciary duties as a Director which require,
among other things, that such Director acts for the best interests of our Company
and our Shareholders as a whole and does not allow any conflict between his or her
duties as a Director and his or her personal interests;
(ii) our Company has established internal control mechanisms to identify connected
transactions to ensure that our Shareholders or Directors with conflicting interests
in a proposed transaction will abstain from voting on the relevant resolutions
pursuant to the relevant requirements under our Articles of Association and/or the
Listing Rules;
(iii) in the event that there is a potential conflict of interest arising out of any transaction
to be entered into between our Company and our Directors or their respective close
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;
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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(iv) save for Mr. Xiao and Ms. Liu, all of the other Directors are independent from our
Controlling Shareholders, and decisions of the Board require the approval of a
majority vote from the Board; and
(v) we have appointed three independent non-executive Directors, comprising more
than one third of the total members of our Board, who have sufficient knowledge,
experience and competence to provide a balance of the potentially interested
Directors and independent Directors with a view to safeguard the interests of our
Company and the Shareholders as a whole.
Based on the above, our Directors are of the view that our Board and our senior
management as a whole are capable to perform their roles in our Company independently and
manage our business independently of our Controlling Shareholders and their respective close
associates after Listing.
Operational Independence
We are not operationally dependent on our Controlling Shareholders Group. We have
established our own organizational structure, with each department assigned to specific areas
of responsibilities which have been in operation and are expected to continue to operate
independently of our Controlling Shareholders and their respective close associates. We have
independent access to our suppliers and customers. We are also in possession of relevant
assets, licenses, trademarks and other intellectual property and research and development
facilities necessary to carry on and operate our business independently, and we have sufficient
operational capacity in terms of capital and employees to operate independently.
Based on the above, our Directors are satisfied that we will be able to operate
independently of our Controlling Shareholders and their respective close associates after
Listing.
Financial Independence
We have the ability to operate independently of our Controlling Shareholders Group
from a financial perspective. We have an independent financial system and make financial
decisions according to our own business needs. We have our independent financial department
with a team of independent financial staff responsible for discharging the treasury function.
We make tax registration and pay tax independently with our own funds. As such, our financial
functions, such as cash and accounting management, invoices and bills, operate independently
of our Controlling Shareholders and their respective close associates.
We do not rely on our Controlling Shareholders or their respective close associates to
provide financial assistance to our Group. We have independent access to third party financing
and, if necessary, we are capable of obtaining financing from external sources without
reliance on our Controlling Shareholders and their respective close associates. As of the
Latest Practicable Date, none of the members of our Controlling Shareholders Group nor any
of their respective close associates had provided any other loans, borrowings or guarantees to
our Group.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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Based on the above, our Directors are satisfied that we will be able to maintain financial
independence from our Controlling Shareholders and their respective close associates after
Listing.
CORPORATE GOVERNANCE MEASURES
In order to further safeguard the interests of our Shareholders, we will adopt the
following corporate governance measures to manage any potential conflicts of interest with
our Controlling Shareholders and their respective close associates:
(i) as part of our preparation for the Global Offering, we have amended our Articles of
Association to comply with the Listing Rules which will become effective upon
Listing. In particular, our Articles of Association provides that, unless otherwise
provided, a Director shall abstain from voting on any resolution approving any
contract, transaction or arrangement in which such Director or any of his/her close
associates has a material interest, nor shall such Director be counted in the quorum
present at the Board meeting;
(ii) where a transaction or arrangement of our Company is subject to Shareholders’
approval under the provisions of the Listing Rules, any Controlling Shareholder
that has a material interest in the transaction or arrangement shall abstain from
voting on the resolution(s) approving the transaction or arrangement at the
shareholders’ meeting;
(iii) our Company has established internal control mechanisms to identify connected
transactions. Upon Listing, if our Company enters into connected transactions with
any of our Controlling Shareholders or any of his/her/its associates, our Company
will comply with the applicable requirements under the Listing Rules; and
(iv) we are committed that our Board shall include a balanced composition of executive
Directors and non-executive Directors (including independent non-executive
Directors). We have appointed three independent non-executive Directors, and we
believe our independent non-executive Directors possess sufficient experiences and
are free of any business or other relationship which could interfere in any material
manner with the exercise of their independent judgment and will be able to provide
an impartial, external opinion to protect the interests of our Shareholders as a
whole. For details of our independent non-executive Directors, see “Directors and
Senior Management — Directors — Independent Non-Executive Directors” in this
Prospectus.
We have appointed Yue Xiu Capital Limited as our compliance advisor, which will
provide advice and guidance to us in respect of compliance with the applicable laws and the
Listing Rules including various requirements relating to Directors’ duties and corporate
governance.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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We have entered into a number of transactions with our connected persons in our
ordinary and usual course of business. Such transactions will continue after Listing and will
therefore constitute continuing connected transactions of our Group under Chapter 14A of the
Listing Rules.
RELEV ANT CONNECTED PERSONS
The table below sets forth the parties that will become our connected persons and have
entered into transactions with us which will constitute our continuing connected transactions
upon Listing:
Connected person Relationship
Dongguan Superb Electronic
Materials Co., Ltd.
(ʮ̡)
(“Dongguan Superb”)
As of the Latest Practicable Date, Dongguan
Superb was owned as to 70% by Dongguan
Guanghua Chemical Co., Ltd. (୷ᄿശʷʈϞ
ʮ̡)( “ Guanghua Chemical ”), which was in
turn owned as to 91% by Ms. Liu. Accordingly,
Dongguan Superb is an associate of Ms. Liu and
therefore constitute a connected person of our
Company under the Listing Rules.
Dongguan Guanghua
Environmental Protection
Technology Co., Ltd. (୷̹ᄿ
ʮ̡)
(“Guanghua Environmental ”) .
As of the Latest Practicable Date, Guanghua
Environmental was owned as to 65% by
Dongguan Superb and 25% by Guanghua
Chemical. Accordingly, Guanghua
Environmental is an associate of Ms. Liu and
therefore constitute a connected person of our
Company under the Listing Rules.
PARTIALLY EXEMPT CONTINUING CONNECTED TRANSACTIONS
The following table sets forth a summary of our partially exempt continuing connected
transactions:
Transaction Counterparty
Applicable
Listing Rules Waiver sought
Proposed annual caps
for the year ending December 31,
2025 2026 2027
(RMB in million)
Procurement of chemical
solutions ..........
Dongguan
Superb
14A.35, 14A.76(2)
and 14A.105
Announcement 20.0 29.0 36.0
Cooperation with Guanghua
Environmental on Reclamation
Treatment ..........
Guanghua
Environmental
14A.35, 14A.76(2)
and 14A.105
Announcement 15.0 17.5 20.0
CONNECTED TRANSACTIONS
– 228 –


--- page 238 ---
(A) Procurement of Chemical Solutions
On March 4, 2026, our Group entered into a framework agreement with Dongguan
Superb (“Procurement of Chemical Solutions Framework Agreement ”), pursuant to which,
Dongguan Superb would supply to our Group chemical solutions, including, among others,
etchants and brown oxidation solutions, for our production as we may require from time to
time.
The initial term of the Procurement of Chemical Solutions Framework Agreement shall
commence on the Listing Date until December 31, 2027, which may be renewed as the parties
may mutually agree, subject to compliance with the requirements under Chapter 14A of the
Listing Rules and all other applicable laws and regulations. We will separately enter into
specific agreements with Dongguan Superb which will set out the specific terms and
conditions in accordance with the principles provided in the Procurement of Chemical
Solutions Framework Agreement.
Reasons for and benefits of the transaction
Dongguan Superb is primarily engaged in R&D, manufacturing and selling of electronic
chemicals, including chemical solutions, and has been a long-term supplier of our Group for
chemical solutions. We procure chemical solutions from Dongguan Superb to manufacture our
products, taking into account that (i) Dongguan Superb possesses the relevant qualifications
in manufacturing, storage and delivery of chemical solutions; (ii) Dongguan Superb’s
familiarity with our business needs, quality standards, operational requirements; and (iii) the
location proximity between our production facilities in Guangdong Province and Dongguan
Superb, which results in timely delivery and lower procurement cost to our Group.
Pricing terms
The pricing relating to procurement of chemical solutions from Dongguan Superb
pursuant to the Procurement of Chemical Solutions Framework Agreement shall be
determined based on arm’s length negotiation between our Group and Dongguan Superb,
having taken into account the prevailing market price offered by other independent third
parties with comparable chemical solutions, and various factors including but not limited to
the type, quality, quantity and qualifications of chemical solutions and the time required for
delivery.
Historical amounts and annual caps
For the years ended December 31, 2022, 2023 and 2024 and the nine months ended
September 30, 2025, the historical transaction amounts with respect to the procurement of
chemical solutions from Dongguan Superb were RMB7.4 million, RMB11.0 million,
RMB14.5 million and RMB14.5 million, respectively.
CONNECTED TRANSACTIONS
– 229 –


--- page 239 ---
The following table sets forth the proposed annual caps for the transaction amounts to be
paid by us to Dongguan Superb under the Procurement of Chemical Solutions Framework
Agreement:
For the year ending December 31,
2025 2026 2027
(RMB million)
Procurement of
chemical solutions ............ 20.0 29.0 36.0
The proposed annual caps are determined based on:
(i) the historical amounts of transactions between our Group and Dongguan Superb
during the Track Record Period in respect of procurement of chemical solutions, in
particular the increasing trend of historical transaction amounts from RMB7.4
million for the year ended December 31, 2022 to RMB14.5 million for the year
ended December 31, 2024 and to RMB14.5 million for the nine months ended
September 30, 2025, representing a CAGR of approximately 40.2%. For the nine
months ended September 30, 2025, the transaction amount between our Group and
Dongguan Superb on procurement of chemical solutions has reached RMB14.5
million, representing approximately 72.5% of the proposed annual cap for the year
ending December 31, 2025. The proposed annual caps for the year ending
December 31, 2025 to 2027 represents a CAGR of approximately 34.2%, which is
in general consistent with historical levels during the Track Record Period;
(ii) the e xpected increasing procurement demand for chemical solutions from
Dongguan Superb to meet our daily production needs and business development
plans for the three years ending December 31, 2027:
(a) the demand and consumption for chemical solutions increases as the
production capacity and the production volume of PCBs rise. During the
Track Record Period, the aggregate actual production volume of our
Guangzhou base and Huangshi base has increased from approximately
1,170,000 sq. m. for the year ended December 31, 2022 to approximately
1,487,000 sq. m. for the year ended December 31, 2024, representing a CAGR
of approximately 12.7%, and such production volume is expected to continue
to increase. In this regard, we plan to invest in capital expenditure projects to
release additional production capacity to meet growing market demand. For
example, we have established the Thai Base in Thailand (as detailed in the
section headed “Business — Production — Existing Production Facilities”
and “Future Plans and Use of Proceeds” in this Prospectus). Phase I of the
Thai Base, which has commenced production at the end of June 2025, is
expected to add a designed production capacity of approximately 200,000 sq.
m. per year; and we are advancing the construction of Phase II of the Thai
Base with designed production capacity of approximately 300,000 sq. m. per
year. We also plan to expand and upgrade our production facilities in
Guangzhou base in the coming years (as detailed in the section headed
“Future Plans and Use of Proceeds” in this Prospectus). Based on the above, it
is estimated that there will be further significant increase in our total
production capacity as compared to that recorded during the Track Record
Period, and therefore drives demand for chemical solutions for the three years
ending December 31, 2027; and
CONNECTED TRANSACTIONS
– 230 –


--- page 240 ---
(b) it is expected that our Group will continue to increase the production of
higher-layer count PCBs, and accordingly the procurement of chemical
solutions is expected to grow at a faster rate to support the greater process
complexity and chemical usage required for such products, as higher-layer
count PCBs in general require more chemical consumption due to additional
processing steps such as inner-layer imaging, etching, stripping and brown
oxidation. The increased processing complexity also results in comparatively
lower yields, whereby the scrapping of any defective board would lead to the
waste of chemicals already consumed. Our purchase of chemical solutions
from Dongguan Superb amounted to approximately RMB11.0 million and
RMB14.5 million for the years ended December 31, 2023 and 2024, and these
costs as a proportion of the Group’s cost of sales remained relatively stable at
approximately 0.6% and 0.6%, respectively, demonstrating that absolute
chemical consumption increases in line with product complexity, while the
overall cost structure remains balanced as our Group shifts towards the
production of higher layer-count PCBs. During the Track Record Period, the
sales volume of our high-layer-count PCBs has been increasing. In particular,
the sales volume of 18 or above layers of PCB increased from 8,315 sq. m. for
the year ended December 31, 2022 to 37,878 sq. m. for the year ended
December 31, 2024, representing a CAGR of approximately 113.4%. Driven
by strong demand from the computing server industry, we are expanding our
production capacity (including through the development of Phase I and Phase
II of Thai Base), with a focus on high-layer count and high performance PCBs
to meet the market demand, which is expected to further drives the demand for
procurement of chemical solutions necessary for production; and
(iii) other factors including but not limited to the expected market price of chemical
solutions, taking into account the costs and expenses involved relating to labor and
market trends. According to Frost & Sullivan, there has been a rising trend in the
market price of chemical solutions (including etchants and brown oxidation
solutions) in the PRC during the Track Record Period and such trend is expected to
sustain during the three years ending December 31, 2027. Furthermore, according
to Frost & Sullivan, the average costs associated with manufacturing workers of
private enterprises in the PRC are also expected to increase by approximately 10%
by the year of 2027 as compared to that of 2024, which will in turn lead to increase
in procurement costs of chemical solutions.
Implications under the Listing Rules
As the highest applicable percentage ratio of the proposed annual caps in respect of the
transactions contemplated under the Procurement of Chemical Solutions Framework
Agreement for the three years ending December 31, 2027 is expected to exceed 0.1% but less
than 5%, such transactions will, upon Listing, constitute continuing connected transactions of
our Company subject to the reporting, annual review and announcement requirements but
exempt from the circular and independent Shareholders’ approval requirements under Chapter
14A of the Listing Rules.
CONNECTED TRANSACTIONS
– 231 –


--- page 241 ---
(B) Cooperation with Guanghua Environmental on Reclamation Treatment
On March 4, 2026, our Group entered into a framework agreement with Guanghua
Environmental (“Cooperation Framework Agreement”), pursuant to which, Guanghua
Environmental would provide reclamation treatment services to our Group in relation to used
etchants, and such treatment services would recover and extract cupric carbonate from the
used etchants.
The initial term of the Cooperation Framework Agreement shall commence on the
Listing Date until December 31, 2027, which may be renewed as the parties may mutually
agree, subject to compliance with the requirements under Chapter 14A of the Listing Rules
and all other applicable laws and regulations. We will separately enter into specific
agreements with Guanghua Environmental which will set out the specific terms and
conditions in accordance with the principles provided in the Cooperation Framework
Agreement.
Reasons for and benefits of the transaction
Guanghua Environmental is equipped with the expertise of cupric carbonate treatment
services and has been providing cupric carbonate treatment services to other market players in
the PCB industry. By leveraging on the cooperation with Guanghua Environmental, we could
recover and extract cupric carbonate from our used etchants and generate additional revenue
from sale of cupric carbonate. Such cooperation forms part of our waste management
practices to reduce waste generation and is also in line with general market practice as advised
by Frost & Sullivan.
Pricing terms
The reclamation treatment provided by Guanghua Environmental will take place in our
production facilities and tailored for our waste management needs. As such, the pricing
relating to reclamation treatment pursuant to the Cooperation Framework Agreement shall be
determined based on arm’s length negotiation between our Group and Guanghua
Environmental having taken into account, among others, (i) the amount of cupric carbonate
that would be extracted under the reclamation treatment; (ii) prevailing market price of
copper; (iii) the installation and depreciation costs of the equipments and machineries set up
by Guanghua Environmental in our production facilities to facilitate the reclamation
treatment; and (iv) the labor and production costs involved.
Historical amounts and annual caps
For the years ended December 31, 2022, 2023 and 2024 and the nine months ended
September 30, 2025, the historical transaction amounts between our Group and Guanghua
Environmental with respect to cooperation on the reclamation treatment were RMB9.4
million, RMB5.8 million, RMB6.7 million and RMB9.2 million, respectively.
CONNECTED TRANSACTIONS
– 232 –


--- page 242 ---
The following table sets forth the proposed annual caps for the transaction amounts to be
paid by us to Guanghua Environmental under the Cooperation Framework Agreement:
For the year ending December 31,
2025 2026 2027
(RMB million)
Cooperation with Guanghua
Environmental on Reclamation
Treatment .................. 15.0 17.5 20.0
The proposed annual caps are determined based on:
(i) the historical amounts of transactions between our Group and Guanghua
Environmental during the Track Record Period with respect of cooperation on the
reclamation treatment;
(ii) the expected increasing demand for reclamation treatment as a result of our growth
in production volume and our expansion in production facilities. As our Group
plans to continue to increase our production capabilities as detailed in “Partially
Exempt Continuing Connected Transactions — (A) Procurement of Chemical
Solutions — historical amounts and annual caps” in this section, it is expected that
the transaction amounts between our Group and Guanghua Environmental with
respect of cooperation on the reclamation treatment will increase in the foreseeable
future; and
(iii) the expected prevailing market price of copper taking into account its historical
increasing trend. In particular, according to Frost & Sullivan, the market price of
copper (RMB/ ton) in the PRC is expected to significantly increase by more than
8% by 2027 as compared to that of 2024.
Implications under the Listing Rules
As the highest applicable percentage ratio of the proposed annual caps in respect of the
transactions contemplated under the Cooperation Framework Agreement for the three years
ending December 31, 2027 is expected to exceed 0.1% but less than 5%, such transactions
will, upon Listing, constitute continuing connected transactions of our Company subject to
the reporting, annual review and announcement requirements but exempt from the circular and
independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
CONNECTED TRANSACTIONS
– 233 –


--- page 243 ---
W AIVERS GRANTED BY THE STOCK EXCHANGE
The partially exempt continuing connected transactions as set out above constitute our
continuing connected transactions under the Listing Rules, which are exempt from the circular
and independent Shareholders’ approval requirements but subject to the reporting, annual
review and announcement requirements under the Listing Rules.
As the above continuing connected transactions are expected to be carried out on a
recurring basis, our Directors consider that strict compliance with the aforesaid
announcement requirement will be impractical, and such requirements will lead to
unnecessary administrative costs would be unduly burdensome on us. In respect of such
partially exempt continuing connected transactions, pursuant to Rule 14A.105 of the Listing
Rules, we have applied for, and the Stock Exchange has granted, waivers exempting our Group
from strict compliance with the announcement requirement under Rule 14A.35 of the Listing
Rules. subject to the condition that the aggregate amounts of the continuing connected
transactions for each financial year shall not exceed the relevant amounts set forth in the
respective proposed annual caps (as stated above). Apart from the above waivers sought on the
strict compliance of the announcement requirements, we will comply with the relevant
requirements under Chapter 14A of the Listing Rules.
CONFIRMATION FROM OUR DIRECTORS
Our Directors (including our independent non-executive Directors) are of the view that
the partially exempt continuing connected transactions as set out above have been and will be
carried out in the ordinary and usual course of business of our Group and are on normal
commercial terms, that are fair and reasonable and in the interest of our Company and
Shareholders as a whole, and the proposed annual caps for those transactions are fair and
reasonable and in the interest of our Company and Shareholders as a whole.
CONFIRMATION FROM THE JOINT SPONSORS
Having taken into account (i) the documentation and information provided by the
Company; and (ii) due diligence conducted and discussions with the Company, the Joint
Sponsors are of the view that (a) the partially exempt continuing connected transactions as set
out above have been and will be carried out in the ordinary and usual course of business of our
Group and on normal commercial terms that are fair and reasonable and in the interests of our
Company and the Shareholders as a whole; and (b) the proposed annual caps for those
transactions are fair and reasonable and in the interest of our Company and Shareholders as a
whole.
CONNECTED TRANSACTIONS
– 234 –


--- page 244 ---
BEFORE THE GLOBAL OFFERING
As of the Latest Practicable Date, the issued share capital of our Company consisted of
426,446,482 A Shares with a nominal value of RMB1.00 each, all of which are listed on the
Shenzhen Stock Exchange.
UPON COMPLETION OF THE GLOBAL OFFERING
Immediately following the completion of the Global Offering, the issued share capital of
our Company will be as follows:
Number of
Shares
Approximately %
of issued share
capital
A Shares in issue ......................... 426,446,482 90.26%
H Shares to be issued pursuant to
the Global Offering ...................... 46,000,000 9.74%
Total .................................. 472,446,482 100.00%
OUR SHARES
Upon the completion of the Global Offering, our Shares will consist of A Shares and
H Shares. Shenzhen-Hong Kong Stock Connect has established a stock connect mechanism
between the Chinese Mainland and Hong Kong. Our A Shares can be traded by investors in the
Chinese Mainland, qualified foreign institutional investors or qualified foreign strategic
investors and must be traded in Renminbi. As our A Shares are eligible securities under the
Northbound Trading Link, they can also be traded by Hong Kong and other overseas investors
pursuant to the rules and limits of Shenzhen-Hong Kong Stock Connect. Our H Shares can be
subscribed for or traded by Hong Kong and other overseas investors and qualified domestic
institutional investors. If our H Shares are eligible securities under the Southbound Trading
Link, they can also be traded by investors in the Chinese Mainland in accordance with the
rules and limits of Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock
Connect.
Our A Shares and our H Shares are generally neither interchangeable nor fungible, and
the market prices of our A Shares and our H Shares may be different after the Global Offering.
The Guidelines on Application for “Full Circulation” of Domestic Unlisted Shares of H-share
Companies ( Hˏ) announced by the CSRC
are not applicable to companies dual listed in the PRC and on the Stock Exchange. As of the
Latest Practicable Date, there were no relevant rules or guidelines from the CSRC providing
that A Shareholders may convert A shares held by them into H shares for listing and trading on
the Stock Exchange.
SHARE CAPITAL
– 235 –


--- page 245 ---
RANKING
Our A Shares and our H Shares are regarded as one class of Shares under our Articles of
Association and shall rank pari passu with each other in all other respects and, in particular,
will rank equally for dividends or distributions declared, paid or made after the date of this
Prospectus. All dividends in respect of our H Shares are to be paid by us in Hong Kong dollars
whereas all dividends in respect of our A Shares are to be paid by us in Renminbi. In addition
to cash, dividends could also be distributed in the form of Shares. Holders of our H Shares will
receive share dividends in the form of H Shares, and holders of our A Shares will receive share
dividends in the form of A Shares.
APPROV AL FROM A SHAREHOLDERS REGARDING THE GLOBAL OFFERING
We obtained our A Shareholders’ approval to issue H Shares and seek the listing of
H Shares on the Stock Exchange at the shareholders’ meeting of our Company held on May
16, 2025. Such approval is subject to the following conditions:
(i) Size of the offer. The proposed number of H Shares to be offered shall not exceed
20% of the total issued share capital enlarged by the H Shares to be issued pursuant
to the Global Offering.
(ii) Method of offering. The method of offering shall be by way of an international
offering to institutional investors and a public offer for subscription in Hong Kong.
(iii) Target investors. The H Shares shall be issued to public investors in Hong Kong
under the Hong Kong Public Offering and international investors, qualified
domestic institutional investors in the Chinese Mainland and other investors who
are approved by the Chinese Mainland regulatory bodies to invest abroad in
International Offering.
(iv) Price determination basis. The issue price of the H Shares will be determined,
among others, after due consideration of the interests of existing Shareholders as a
whole, acceptance of investors and the risks related to the offering, according to
international practice, through the demands for orders and book building process,
subject to the domestic and overseas capital market conditions and by reference to
the valuation level of comparable companies in domestic and overseas markets.
(v) Validity period. The issue of H Shares and listing of H Shares on the Stock
Exchange shall be completed within 18 months after the date of the shareholders’
meeting.
There is no other approved offering plan for the Shares except the Global Offering.
SHAREHOLDERS’ MEETINGS
For details of circumstance, under which our shareholders’ meetings are required, see
“Summary of Articles of Association — Shareholders and Shareholders’ Meeting” in
Appendix V to this Prospectus.
SHARE CAPITAL
– 236 –


--- page 246 ---
So far as our Directors are aware, immediately following the completion of the Global
Offering (assuming no other changes are made to the issued share capital of our Company
between the Latest Practicable Date and the Listing), the following persons will have an
interest or short position in Shares and/or underlying Shares of our Company which would fall
to be disclosed to our Company 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 issued Shares of our
Company.
Shareholding as of
the Latest Practicable Date
Shareholding
upon completion of
the Global Offering (2)
Name of Shareholder Nature of interest (1)
Number and
class of Shares
or underlying
Shares held
Approximate
percentage of
interest in
relevant class
of Shares
Approximate
percentage of
interest in
total issued
share capital
Approximate
percentage of
interest in
relevant class
of Shares
Approximate
percentage of
interest in
total issued
share capital
Mr. Xiao (3)(4)(5)(6) ..... Interest in controlled
corporation
228,808,321
A Shares
53.65% 53.65% 53.65% 48.43%
Ms. Liu (6) ......... Interest of spouse 228,808,321
A Shares
53.65% 53.65% 53.65% 48.43%
Ms. Zeng Hong (7) ..... Interest in controlled
corporation
43,249,099
A Shares
10.14% 10.14% 10.14% 9.15%
Zhenyun Investment (3) . . . Beneficial owner 171,142,853
A Shares
40.13% 40.13% 40.13% 36.22%
Gaungxie Investment (7) . . Beneficial owner 43,249,099
A Shares
10.14% 10.14% 10.14% 9.15%
Guangsheng Investment (4) . Beneficial owner 28,832,734
A Shares
6.76% 6.76% 6.76% 6.10%
Guangcai Investment (5) . . Beneficial owner 28,832,734
A Shares
6.76% 6.76% 6.76% 6.10%
Notes:
(1) All interests stated above are long positions.
(2) The calculation is based on the total number of 426,446,482 A Shares in issue immediately following
the completion of the Global Offering (assuming no other changes are made to the issued share capital
of our Company between the Latest Practicable Date and the Listing).
(3) As of the Latest Practicable Date, Zhenyun Investment was held as to 99.90% by Mr. Xiao. By virtue of
the SFO, Mr. Xiao is deemed to be interested in the Shares held by Zhenyun Investment.
(4) As of the Latest Practicable Date, the general partner of Guangsheng Investment was Mr. Xiao. By
virtue of the SFO, Mr. Xiao is deemed to be interested in the Shares held by Guangsheng Investment.
(5) As of the Latest Practicable Date, the general partner of Guangcai Investment was Mr. Xiao. By virtue
of the SFO, Mr. Xiao is deemed to be interested in the Shares held by Guangcai Investment.
(6) Mr. Xiao and Ms. Liu are spouses. By virtue of the SFO, they are deemed to be interested in the Shares
held by each other.
(7) As of the Latest Practicable Date, the general partner of Guangxie Investment was Ms. Zeng Hong, our
executive Director and general manager. By virtue of the SFO, Ms. Zeng is deemed to be interested in
the Shares held by Guangxie Investment.
For details of Shareholders who will be, directly or indirectly, interested in 10% or more
of the issued voting shares of other members of our Group, see “Statutory and General
Information — C. Further Information about Our Directors and Substantial Shareholders —
1. Disclosure of Interests” in Appendix VI to this Prospectus.
SUBSTANTIAL SHAREHOLDERS
– 237 –


--- page 247 ---
BOARD OF DIRECTORS
Our Board comprises seven Directors, including three executive Directors, one
non-executive Director and three independent non-executive Directors, namely:
Name Age Position(s)
Date of
appointment
as Director
Time of
joining our
Group
Roles and responsibilities
in our Group
Relationship with
other Directors or
senior management
Mr. Xiao ..... 5 8 Chairman of
the Board and
executive
Director
March 2013 March 2013 Responsible for overall
strategic planning,
business development
and major investment
and financing decision
of our Group
Spouse of Ms. Liu
Ms. Zeng Hong
(ߎ.....)
58 Executive
Director and
general
manager
March 2013 February
2013
Responsible for overall
operation and
management, strategic
planning and business
development of our
Group
Sister of Mr. Zeng
Yangqing, deputy
general manager
and secretary to
the Board
Mr. Peng Jinghui
(ుᗝሾ) ....
38 Executive
Director and
employee
representative
Director
May 2025 December
2015
Responsible for research
and development
management and our
research institute
affairs
None
M s . L i u ..... 5 9 Non-executive
Director
April 2019 March 2013 Responsible for
providing strategic
guidance and advice to
the Board
Spouse of Mr. Xiao
Ms. Chen Limei
(௓ᘆૠ) ....
57 Independent
non-executive
Director
February
2022
February
2022
Responsible for
providing independent
opinion and judgment
to the Board
None
Ms. Li Ying
(ҽᆦ) .....
57 Independent
non-executive
Director
June 2020 June 2020 Responsible for
providing independent
opinion and judgment
to the Board
None
Dr. Shi Ling
(ࡗ݄.....)
44 Independent
non-executive
Director
May 2025 May 2025 Responsible for
providing independent
opinion and judgment
to the Board
None
DIRECTORS AND SENIOR MANAGEMENT
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--- page 248 ---
Executive Directors
Mr. Xiao Hongxing (݋ߎ)aged 58, is our executive Director and the chairman of our
Board. Mr. Xiao has been the chairman of our Board since March 2013 and was redesignated
as our executive Director in May 2025 with effect from the Listing. Mr. Xiao is primarily
responsible for overall strategic planning, business development and major investment and
financing decision of the Group.
Mr. Xiao has over 30 years of experience in the electronics industry and possesses a deep
understanding of PCB and its upstream and downstream industries. Prior to joining our
Group, Mr. Xiao served as a production manager at Shengyi Electronics. Mr. Xiao co-founded
various companies which focused on R&D, manufacturing and application of PCB-related
upstream and downstream products with Ms. Liu thereunder, including Dongguan Guanghua
Chemical Co., Ltd. (ʮ̡), Dongguan Superb Electronic Materials Co.,
Ltd. (ʮ̡) and Hubei Unitech Photoelectric Technology Co., Ltd. ( ಳ
ʮ̡) from 2007 to 2015. Mr. Xiao was also a director of Beijing
Markham Investment Management Co., Ltd. (ʮ̡)
1.
In 2013, Mr. Xiao acquired our predecessor and has served as the chairman since then. In
2019, he established Huangshi Delton and has served as the executive director of Huangshi
Delton since September 2019. In 2021, he established Dongguan Delton and has served as the
executive director and the general manager of Dongguan Delton since January 2021. With
keen market foresight, he initiated the early deployment of high speed PCB materials in cloud
computing applications as early as 2016, enabling us to secure a first-mover advantage in the
computing application PCBs.
Mr. Xiao graduated from South China University of Technology (ଣʈɽኪ) with a
major in chemical engineering in July 1988.
Ms. Zeng Hong (ߎ)aged 58, is our executive Director and our general manager. Ms.
Zeng has been been our general manager since February 2013 and our Director since March
2013. She was redesignated as our executive Director in May 2025 with effect from the
Listing. Ms. Zeng is primarily responsible for overall operation and management, strategic
planning and business development of the Group.
Ms. Zeng has over 30 years of experience in PCB production and quality management,
with a deep understanding of the PCB industry. Prior to joining our Group, Ms. Zeng served at
Shengyi Electronics from July 1988 to February 2013 and was its deputy general manager.
Ms. Zeng is a well-known expert manager in the PCB industry. She holds the
professional title of senior engineer in electronic technology and held positions in multiple
institutions of PCB industry associations, including as vice president of the Scientific and
Technological Committee of the China Electronic Circuit Industry Association ( ʕ਷ཥɿཥ
ึ), as deputy director of the National Printed Circuit Standards
Committee under the China Electronics Society’s Electronics Manufacturing and Packaging
Technology Branch (ༀҦஔʱึΌ਷ΙႡཥ༩ਖ਼։ึ). She was
also a member of the Professional Standardization Technical Committee of the Guangdong
Provincial Bureau of Quality and Technical Supervision (ሯඎҦஔ္ຖ҅ਖ਼ุᅺ๟ʷ
ึ).
1 Beijing Markham Investment Management Co., Ltd. is a company established in the PRC, whose business license
was revoked in June 2019 (during which Beijing Markham Investment Management Co., Ltd. was solvent) due to
the inadvertent overlook by relevant staff to complete the annual inspection within the prescribed time limit.
DIRECTORS AND SENIOR MANAGEMENT
– 239 –


--- page 249 ---
Ms. Zeng obtained a bachelor’s degree in applied chemistry from South China University
of Technology in July 1988.
Mr. Peng Jinghui (ుᗝሾ) , aged 38, is our executive Director and our employee
representative Director. Mr. Peng joined the Company in December 2015 and was appointed
as our employee representative Director in May 2025. He was redesignated as our executive
Director in May 2025 with effect from the Listing. He is also the director of our research
institute. Mr. Peng is primarily responsible for research and development management and our
research institute affairs.
Mr. Peng has served as the process engineer of Shengyi Electronics from August 2009 to
March 2013. From March 2013 to August 2015, he consecutively served as the process
engineer, senior engineer and chief engineer of Delton Technology (Guangzhou) Co., Ltd. ( ᄿ
ʮ̡), our predecessor.
Mr. Peng obtained a bachelor’s degree in chemical engineering and process from
Huazhong University of Science and Technology (Ҧɽኪ) in June 2009.
Non-executive Director
Ms. Liu Jinchan (ᄎᎀᄬ) , aged 59, is our non-executive Director of our Company. Ms.
Liu has served as our supervisor from March 2013 to April 2019 and has been our Director
since April 2019. Ms. Liu was redesignated as our non-executive Director in May 2025 with
effect from the Listing and she is primarily responsible for providing strategic guidance and
advice to the Board.
Ms. Liu co-founded various companies with Mr. Xiao which focused on R&D,
manufacturing and application of PCB-related upstream and downstream products, including
Dongguan Guanghua Chemical Co., Ltd. and Dongguan Superb Electronic Materials Co., Ltd
in 2007 and 2015, respectively.
Ms. Liu graduated from Huizhou Education College ( ౉ψ઺ԃኪ৫) with a major in
English in July 1987.
Independent Non-executive Directors
Ms. Chen Limei (௓ᘆૠ) , aged 57, was appointed as an independent Director of our
Company in February 2022 and was redesignated as an independent non-executive Director in
May 2025 with effect from the Listing. Ms. Chen is primarily responsible for providing
independent opinion and judgment to the Board.
During 2000 to 2018, Ms. Chen worked at Guangzhou New Star Investment
Development Co., Ltd. (ʮ̡), Guangdong Jinqiao Accounting Firm
Co., Ltd. (ʮ̡), Guangdong Huazheng Xindongshan Tax Agents
Co., Ltd. (ʮ̡) and Guangzhou Xindongyue Accounting
Firm Co., Ltd. (ʮ̡), consecutively.
Ms. Chen served as the independent director of Guangzhou Goaland Energy
Conservation Tech Co., Ltd. (ʮ̡) (a company listed on the
Shenzhen Stock Exchange (stock code: 300499)) from May 2014 to May 2017 and as the
independent director of GMG International Tendering Co.,Ltd. (ʮ̡)( a
company listed on the Beijing Stock Exchange (stock code: 831039)) from December 2016 to
June 2020.
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Ms. Chen currently serves as a supervisor of Guangzhou Xindongyue Certified Public
Accountants (ʮ̡). She also serves as the independent
director of Guangzhou Tinci Materials Technology Co., Ltd. (ʮ
̡) (a company listed on the Shenzhen Stock Exchange (stock code: 002709)) since May
2020, the independent director of Guangdong Baolun Electronics Co., Ltd. (ٰ
ʮ̡) since February 2023 and the director of Huangpu Culture (Guangzhou)
Development Group Co., Ltd. (ʮ̡) since July 2023.
Ms. Chen obtained a bachelor’s degree in applied chemistry from South China
University of Technology in July 1989. She graduated from Jinan University (ɽኪ) with
a major in accounting in June 1996. Ms. Chen has been accredited as a PRC Certified Public
Accountant since December 2001 and as a Certified Tax Agent since June 2001.
Ms. Li Ying (ҽᆦ) , aged 57, was appointed as an independent director of our Company
in June 2020 and was redesignated as an independent non-executive Director in May 2025
with effect from the Listing. Ms. Li is primarily responsible providing independent opinion
and judgment to the Board.
She served as a supervisor of Guangzhou Sikeya Freight Forwarding Co., Ltd. (܄ܠ
ʮ̡) from May 2016 to March 2018, and as a director of Foshan Saturday
Shoes Co., Ltd. (ʮ̡) (currently known as Foshan Yowant
Technology Co., Ltd (ʮ̡), a company listed on the Shenzhen Stock
Exchange (stock code: 002291)) from April 2012 to September 2018.
Since November 2003, Ms. Li has been an executive partner of Guangzhou Tianyuan Tax
Agents (General Partnership) (౷ஷΥྫ). Ms. Li has also served as
(i) a supervisor and a director of Xinjiaxin (Guangdong) Corporate Management Limited (ڦ
ʮ̡) (formerly known as Guangdong Pacebo Film Co., Ltd. (؇
ʮ̡)) since August 2016 and since February 2024 respectively; (ii) an
executive director and general manager of Xinjiaxin (Guangzhou) Corporate Investment
Consulting Limited (ʮ̡) (formerly known as Guangzhou
Chaoli Cleaning Supplies Co., Ltd. (ʮ̡)) since December 2016;
(iii) a supervisor of Xinjiaxin (Guangzhou) Financial Management Consulting Limited since
September 2020; and (iv) an independent director of Foshan Yowant Technology Co., Ltd.
since March 2025.
Ms. Li completed executive master of business administration courses of Sun Yat-sen
University (ʕʆɽኪ) in March 2017. Ms. Li has been accredited as a Certified Tax Agent
since June 2004.
Dr. Shi Ling (ࡗ݄)aged 44, was appointed as an independent director of our Company
in May 2025. He was redesignated as an independent non-executive Director in May 2025
with effect from the Listing and primarily responsible for supervising our Board and
providing independent judgment.
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Dr. Shi is a tenured professor in the Department of Electronic and Computer Engineering
at the Hong Kong University of Science and Technology (“ HKUST”). He joined the
Department of Electronic and Computer Engineering at HKUST as an assistant professor in
October 2008 upon completion of his doctoral studies, and is currently a professor. From
February 2017 to November 2021, he served as a deputy director of the HKUST Robotics
Institute and a deputy director of the HKUST-DJI Joint Innovation Laboratory. Since June
2024, he has been appointed as a deputy director of the HKUST Institute of Space Science and
Technology. He was awarded with the Chen Han-Fu Award ( ௓ጫᕢᆤ) by the Chinese
Association of Automation in 2024.
Dr. Shi obtained a bachelor’s degree in electronic and electrical engineering with a minor
in mathematics from HKUST in May 2002, and a Ph.D. in control and dynamical systems
from the California Institute of Technology in September 2008.
SENIOR MANAGEMENT
Our senior management are responsible for the day-to-day management of our business.
The table below illustrates the composition of the senior management of our Company:
Name Age Position(s)
Date of
appointment
as senior
management
Time of
joining our
Group
Roles and responsibilities
in our Group
Relationship with
other Directors or
senior management
Ms. Zeng Hong . 58 Executive
Director and
general
manager
February
2013
February
2013
Responsible for overall
operation and
management, strategic
planning, and business
development of our
Group
Sister of Mr. Zeng
Yangqing, our
deputy general
manager and
secretary to the
Board
Mr. Li Qinyuan
(ኇಝ๕) ....
52 Deputy general
manager and
chief engineer
June 2020 January
2013
Responsible for
management of the
Group’s technical
development plan and
our Guangzhou factory
None
Mr. Wang Jun
(ࢡ.....)
52 Deputy general
manager
June 2020 February
2013
Responsible for sales and
marketing and business
expansion
None
Mr. Zeng
Yangqing
(ಀเ૶) ....
48 Deputy general
manager and
secretary to
the Board
June 2020 March 2017 Responsible for board
affairs, corporate
governance, capital
management, investor
relations and securities
affairs of our Group
Brother of Ms.
Zeng Hong, our
executive
Director and
general manager
DIRECTORS AND SENIOR MANAGEMENT
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Name Age Position(s)
Date of
appointment
as senior
management
Time of
joining our
Group
Roles and responsibilities
in our Group
Relationship with
other Directors or
senior management
Ms. He Jianqing
(ڡ....)
49 Chief financial
officer
June 2020 February
2017
Responsible for overall
financial and funds
management
None
For biographical details of Ms. Zeng Hong, see “— Board of Directors — Executive
Directors” in this section.
Mr. Li Qinyuan ( ኇಝ๕) , aged 52, is a deputy general manager and chief engineer of
our Company and is primarily responsible for management of the Group’s technical
development plan and our Guangzhou factory. Mr. Li joined our Company in January 2013
and has successively served as the technical director from January 2013 to May 2017 and the
chief engineer since May 2017.
Mr. Li has focused on PCB manufacture, research and development for approximately 30
years. Prior to joining our Group, he held various positions at Shengyi Electronics from July
1996 to June 2012, including assistant process engineer, engineer, senior engineer, manager,
and senior manager. He then joined Guangzhou GCI Science & Technology Co. Ltd.
(currently known as CETC Potevio Science & Technology Co., Ltd. (΅Ϟ
ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 002544)) as chief
technology officer from June 2012 to December 2012.
Mr. Li has participated in various significant projects such as research on Graded Golden
Finger Manufacturing Technology (ႡிҦஔ) and the Purley Platform Big Data
Server System PCB Technology Breakthrough (PurleyҦஔҸ
ᗫ), an Industry-Academia-Research Major Special Project of Guangzhou (ࠠ޼
ɽਖ਼ධ). Mr. Li was awarded with the third prize for Scientific and Technological Progress
from the China Electronics Society (ኪҦஔආӉᆤ) in 2021 and also
awarded as the PCB Industry Science and Technology Star (PCB݋by the PCB
Industry Association of Guangdong Province (Бุ՘ึ) in 2022. He is the
primary drafter of four PCB industry standards and holds 29 invention patents.
Mr. Li obtained a bachelor’s degree in chemical engineering from South China
University of Technology in July 1996 and holds the professional title of senior engineer.
Mr. Wang Jun (ࢡ)aged 52, is a deputy general manager of our Company and is
primarily responsible for our sales and marketing and business expansion. Mr. Wang joined
our Company in February 2013 and has successively served as the quality director and
production director from February 2013 to March 2016 and the deputy general manager since
April 2016.
Prior to joining our Group, he served at Shengyi Electronics from August 1992 to
February 2013 and was its director of quality.
Mr. Wang graduated from Beijing Xinghua University ( ̏ԯጳശɽኪ) with a major in
business administration in July 1998.
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Mr. Zeng Yangqing (ಀเ૶) , aged 48, is a deputy general manager and the secretary to
the Board and is primarily responsible for board affairs, corporate governance, capital
management, investor relations and securities affairs of our Group. Mr. Zeng joined our
Company in March 2017 and has served as the deputy general manager and the secretary to the
Board since then.
Prior to joining our Group, Mr. Zeng served at Guangdong Fortune Science &
Technology Co., Ltd. (ʮ̡) (currently known as Dongguan
Development (Holdings) Co., Ltd. (ʮ̡), a company listed on the
Shenzhen Stock Exchange (stock code: 000828)) from July 2000 to December 2001 and
subsequently served as securities affairs representative, deputy general manager and secretary
to the Board at Jiangsu Boxin Investing & Holdings Co., Ltd. (ʮ
̡) (a company formerly listed on the Shanghai Stock Exchange (stock code: 600083)) from
October 2001 to June 2007. Mr. Zeng also worked at Foshan Saturday Shoes Co., Ltd. as
deputy general manager and secretary to the board from July 2007 to August 2012. From May
2016 to February 2017, Mr. Zeng served as investment director at Huahao Huijin Asset
Management Co., Ltd. (ʮ̡ ) (currently known as Shenzhen
Huahao Huijin Private Equity Fund Management Co., Ltd. (ᛆҳ༟ਿ
ʮ̡)).
Mr. Zeng obtained a bachelor’s degree in automatic testing technology and instruments
from China Jiliang University (ඎɽኪ) in June 2000.
Ms. He Jianqing (ڡ)aged 49, is the chief financial officer of our Company and is
primarily responsible for overall financial and funds management. Ms. He joined our
Company in February 2017 and has served as our chief financial officer since then.
Prior to joining our Group, Ms. He served in various companies, including Airmate
Electric (Shenzhen) Co., Ltd. (ʮ̡) from October 2002 to August
2004, Foxconn Technology Group (Ҧණ䕈) from September 2004 to July 2011 and
Shenzhen Kaizhong Precision Technology Co., Ltd. (ʮ̡)( a
company listed on the Shenzhen Stock Exchange (stock code: 002823)) from July 2011 to
January 2017.
Ms. He graduated from Fujian Normal University (ᇍɽኪ) with a major in
financial management through online learning in July 2016. Ms. He held Intermediate
Accounting Professional Qualification (ࣸ.)
JOINT COMPANY SECRETARIES
Mr. Zeng Yangqing (ಀเ૶) , the secretary of our Board, was appointed as one of our
joint company secretaries in May 2025. For the biographical details of Mr. Zeng, see
“— Senior Management” above in this section.
Ms. Kwan Sau In (ᗫӸѸ) was appointed as a joint company secretary of our Company
in August 2025. Ms. Kwan serves as a senior manager of company secretarial services of
Tricor Services Limited and has over 12 years of the corporate secretarial experience for Hong
Kong listed companies as well as multinational, private and offshore companies.
DIRECTORS AND SENIOR MANAGEMENT
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Ms. Kwan obtained her master’s degree in law (Chinese Law) from The University of
Hong Kong and bachelor’s degree of business administration in corporate administration from
Hong Kong Metropolitan University (formerly known as the Open University of Hong Kong).
Ms. Kwan is an associate member of both The Hong Kong Chartered Governance Institute and
The Chartered Governance Institute in the United Kingdom.
OTHER INFORMATION
Save as disclosed above, none of our Directors and senior management have held any
directorships in public companies, the securities of which are listed on any securities market
in Hong Kong or overseas in the last three years immediately preceding the Latest Practicable
Date.
Save as disclosed above, to the best of the knowledge, information and belief of our
Directors having made all reasonable enquiries, there was no other matter with respect to the
appointment of our Directors that needs to be brought to the attention of our Shareholders and
there was no information relating to our Directors that is required to be disclosed pursuant to
Rules 13.51(2)(h) to (v) of the Listing Rules as of the Latest Practicable Date.
BOARD COMMITTEES
Our Board has established the Audit Committee, the Remuneration and Appraisal
Committee, the Nomination Committee and the Strategy and ESG Committee. These
committees operate in accordance with the terms of references established by our Board.
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 “ Corporate Governance Code ”). The Audit Committee consists
of three Directors, namely Ms. Chen Limei, Ms. Li Ying and Ms. Liu. Ms. Chen Limei is the
chairperson of the Audit Committee who holds the appropriate professional qualifications as
required under Rules 3.10(2) and 3.21 of the Listing Rules. The primary duties of the Audit
Committee include, but are not limited to reviewing and overseeing the financial reporting
process, internal control and risk management systems of our Group and the audit process and
providing advice and comments to our Board.
Remuneration and Appraisal Committee
We have established the Remuneration and Appraisal Committee with written terms of
reference in compliance with Rule 3.25 of the Listing Rules and the Corporate Governance
Code. The Remuneration and Appraisal Committee consists of three Directors, namely Ms.
Chen Limei, Ms. Li Ying and Ms. Zeng Hong. Ms. Chen Limei is the chairperson of the
Remuneration and Appraisal Committee. The primary duties of the Remuneration and
Appraisal Committee include, but are not limited to making recommendations to the Board on
our remuneration policy and structure for our Directors and senior management and
determining the specific remuneration packages of each Director and senior management.
DIRECTORS AND SENIOR MANAGEMENT
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Nomination Committee
We have established the Nomination Committee with written terms of reference in
compliance with Rule 3.27A of the Listing Rules and the Corporate Governance Code to the
Listing Rules. The Nomination Committee consists of three Directors, namely Ms. Li Ying,
Ms. Chen Limei and Mr. Xiao. Ms. Li Ying is the chairperson of the Nomination Committee.
The primary duties of the Nomination Committee include, but are not limited to reviewing the
structure, size and composition of the Board on a regular basis and making recommendations
to the Board on matters relating to the appointment of Directors and management of Board
succession.
Strategy and ESG Committee
We have established a Strategy and ESG Committee with written terms of reference. The
Strategy and ESG Committee comprises two executive Directors and one independent
non-executive Director, namely Mr. Xiao, Ms. Zeng Hong and Mr. Li Ying. Mr. Xiao is the
chairperson of the committee. The primary duties of the Strategy and ESG committee are to
research on making recommendations to our Board on our long-term development strategies
and major investment decisions, and supervise the implementation of environmental, social
and governance matters.
CORPORATE GOVERNANCE
We are committed to achieve high standards of corporate governance with a view to
safeguarding the interests of our Shareholders. To accomplish this, our Company complies or
intends to comply with the corporate governance requirements under the Corporate
Governance Code set out in Appendix C1 to the Listing Rules after the Listing.
BOARD DIVERSITY
We have adopted a board diversity policy which sets out the objective and approach for
achieving and maintaining diversity of the Board. We seek to achieve board diversity by taking
into account a number of factors when selecting candidates to the Board, including but not
limited to gender, age, cultural and educational background, professional experience, skills,
knowledge and/or length of service.
Our Board currently consists of four female and three male Directors, ranging from 38
years old to 59 years old with a balanced mix of knowledge and skills, including, but not
limited to, overall management and strategic development, accounting and finance and
electronic and electrical engineering. They obtained degrees and certificates in various majors
including chemistry, English, accounting, economic management, and electronic and
electrical engineering. Taking into account our existing business model and specific needs, as
well as the different backgrounds of our Directors, the composition of our Board satisfies our
board diversity policy.
Upon the Listing, the Nomination Committee will from time to time (i) discuss and agree
on expected goals to ensure board diversity, and (ii) review the board diversity policy to
ensure its continued effectiveness.
DIRECTORS AND SENIOR MANAGEMENT
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REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT
Our Directors and senior management receive remuneration, including salaries,
allowances, discretionary bonus and other benefits in kind, including our contribution to the
pension plan on their behalf. The remuneration of our Directors is determined based on each
Director’s responsibilities, qualification, position and seniority. For more information about
our Directors, including the particulars of their service contracts and remuneration, and
details of the interests of the Directors in the Shares (within the meaning of Part XV of the
SFO), see “Appendix VI — Statutory and General Information — C. Further Information
about Our Directors and Substantial Shareholders — 2. Particulars of Directors’ Service
Contracts.”
The aggregate amount of remuneration (including basic salaries, housing allowances,
other allowances and benefits in kind, contributions to pension plans, discretionary bonus and
share-based payment) for our Directors for each of the year ended December 31, 2022, 2023
and 2024 and the nine months ended September 30, 2025 was approximately RMB4.2 million,
RMB4.2 million, RMB4.2 million and RMB4.9 million, respectively. None of our Directors
waived any remuneration during the aforesaid periods. The aggregate amount of remuneration
(including basic salaries, housing allowances, other allowances and benefits in kind,
contributions to pension plans, discretionary bonus and share-based payment) for the then five
highest paid individuals (including one Director for each of the year ended December 31,
2022, 2023 and 2024 and the nine months ended September 30, 2025) for each of the year
ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025 was
approximately RMB15.7 million, RMB16.1 million, RMB17.1 million and RMB16.0 million,
respectively.
Under the arrangements currently in force, we estimate that the aggregate remuneration
payable to, and benefits in kind receivable by, our Directors by any member of our Group in
respect of the year ending December 31, 2025 is approximately RMB6.7 million.
During the Track Record Period, no remuneration was paid to our Directors or the five
highest paid individuals as an inducement to join, or upon joining, our Group. No
compensation was paid to, or receivable by, our Directors or past directors for the loss of
office during the Track Record Period.
For further information on our Directors’ remuneration during the Track Record Period
as well as information on the five highest paid individuals, see Note 8 and 9 to the
Accountants’ Report in Appendix I to this Prospectus.
Save as disclosed above in this section and the sections headed “Financial Information”,
“Appendix I — Accountants’ Report” and “Appendix VI — Statutory and General
Information” in this Prospectus, no other payments have been paid or are payable in respect of
the Track Record Period to our Directors by our Group.
COMPLIANCE ADVISOR
We have appointed Yue Xiu Capital Limited as our compliance advisor pursuant to Rule
3A.19 of the Listing Rules. Our compliance advisor will provide us with guidance and advice
as to compliance with the Listing Rules and applicable Hong Kong laws. Pursuant to Rule
3A.23 of the Listing Rules, the compliance advisor will, amongst other things, advise our
Company in the following circumstances:
DIRECTORS AND SENIOR MANAGEMENT
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• before the publication of any regulatory announcement, circular or financial report;
• where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues and share repurchases;
• where we propose to use the proceeds of the Global Offering in a manner different
from that detailed in this Prospectus or where our business activities, development
or results of our Group deviate from any forecast, estimate or other information in
this Prospectus; and
• where the Stock Exchange makes an inquiry to our Company concerning unusual
movements in the price or trading volume of our listed securities or any other
matters under Rule 13.10 of the Listing Rules.
The term of appointment of our compliance advisor shall commence on the Listing Date
and end on the date on which we comply with Rule 13.46 of the Listing Rules in respect of our
financial results for the first full financial year commencing after the Listing Date.
CONFIRMATION FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
Each of our Directors confirms that he or she does not have any interest in a business
apart from the business of our Group which competes or is likely to compete, whether directly
or indirectly, with our business, which would require disclosure under Rule 8.10 of the Listing
Rules.
Rule 3.09D of the Listing Rules
Each of our Directors confirms that he or she (i) has obtained a legal opinion as referred
to under Rule 3.09D of the Listing Rules in May or June 2025; and (ii) understands his or her
obligations as a director of a listed issuer under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors confirms (i) his or her independence
with respect to each of the factors referred to in Rule 3.13 (1) to (8) of the Listing Rules; (ii)
as of the Latest Practicable Date, he or she has no past or present financial or other interest in
the business of Company or its subsidiaries or any connection with any core connected person
of our Company; 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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THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (each a “ Cornerstone
Investment Agreement ,” and together the “Cornerstone Investment Agreements ”) with the
cornerstone investors set out below (each a “ Cornerstone Investor”, and together the
“Cornerstone Investors ”), pursuant to which the Cornerstone Investors have agreed to,
subject to certain conditions, subscribe, or cause their designated entities to subscribe, at the
Offer Price, for such number of Offer Shares (rounded down to the nearest whole board lot of
100 H Shares) that may be purchased for an aggregate amount of approximately US$190
million (or approximately HK$1,486.15 million, calculated based on the exchange rates as
disclosed in Information about this Prospectus and the Global Offering — Exchange Rate
Conversion” in this Prospectus (assuming an indicative Offer Price of HK$71.88 being the
maximum Offer Price)) and exclusive of brokerage fee, the SFC transaction levy, the AFRC
transaction levy and the Stock Exchange trading fee (the “ Cornerstone Placing ”).
Pursuant to paragraph 3.2 of Practice Note 18 to the Listing Rules, at least 40% of the
total number of Offer Shares initially offered in the Global Offering must be allocated to
investors in the placing tranche (other than the Cornerstone Investors). As our Company is
initially offering approximately 10.00% of the total number of Offer Shares in the Hong Kong
Public Offering, no more than 50.00% of the total number of the Offer Shares initially offered
in the Global Offering can be allocated to all Cornerstone Investors (the “ Cornerstone
Placing Allocation Limit ”). Each of the Cornerstone Investors has agreed in their respective
Cornerstone Investment Agreements that our Company, the Joint Sponsors and the Overall
Coordinators shall have the right to, in their sole and absolute discretion, adjust the allocation
of the number of Offer Shares to be subscribed for by the relevant Cornerstone Investor to
ensure compliance with the Listing Rules, including the Cornerstone Placing Allocation
Limit. Accordingly, our Company, the Joint Sponsors and the Overall Coordinators will adjust
the allocation of the number of Offer Shares to be subscribed for by the Cornerstone Investors
in proportion to their respective initial subscription amounts set out in their respective
Cornerstone Investment Agreements where necessary based on the final Offer Price to ensure
compliance with the Cornerstone Placing Allocation Limit, and will disclose the number of
the Offer Shares finally allocated to each of the Cornerstone Investors in the allotment results
announcement of our Company to be published on or around March 19, 2026.
Based on the Offer Price of HK$71.88 per Offer Share, being the maximum Offer Price,
the total number of Offer Shares to be subscribed for by the Cornerstone Investors would be
20,674,800 H Shares. The table below reflects the shareholding percentage immediately after
the completion of the Global Offering assuming there is no other change made to the issued
share capital of our Company between the Latest Practicable Date and the Listing.
% of the Offer Shares % of the total issued share capital
44.95% 4.38%
CORNERSTONE INVESTORS
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We believe that the Cornerstone Placing demonstrates the Cornerstone Investors’
confidence in us and our business prospect, and that the Cornerstone Placing will help raise
our profile. We 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 business partners or the Underwriters in the Global Offering.
The Cornerstone Placing will form part of the International Offering, and, save as
otherwise obtained consent from the Stock Exchange, the Cornerstone Investors (for
Cornerstone Investor(s) who will subscribe for the Offer Shares through qualified domestic
institutional investor(s) (the “QDII(s)”), plus the QDII(s)), and their respective close
associates will not subscribe for any Offer Shares under the Global Offering (other than
pursuant to the Cornerstone Investment Agreements). The Offer Shares to be subscribed by
the Cornerstone Investors (for Cornerstone Investor(s) who will subscribe for the Offer Shares
through QDII(s), plus the QDII(s)) will rank pari passu in all respects with the fully paid H
Shares in issue following the Global Offering and will be counted towards the public float of
our Company under Rule 19A.13A of the Listing Rules and in compliance with the
requirement under Rule 8.08(3) of the Listing Rules. Immediately following the completion of
the Global Offering, the Cornerstone Investors or their close associates will not, by virtue of
their cornerstone investments, have any Board representation in our Company, and none of the
Cornerstone Investors and their close associates will become a substantial Shareholder. Other
than a guaranteed allocation of the relevant Offer Shares at the final Offer Price, the
Cornerstone Investors do not have any preferential rights under each of their respective
Cornerstone Investment Agreements, as compared with other public Shareholders. There are
no side arrangements or agreements between our Company and the Cornerstone Investors or
any benefit, direct or indirect, conferred on the Cornerstone Investors by virtue of or in
relation to the Listing, other than a guaranteed allocation of the relevant Offer Shares at the
final Offer Price, following the principles as set out in Chapter 4.15 of the Guide for New
Listing Applicants.
Among the Cornerstone Investors, Dajia Life, CSICM and UBS AM Singapore are either
Existing Minority Shareholders (holding less than 5% of the voting rights in our Company as
of the Latest Practicable Date) or their respective close associates. The Stock Exchange has
granted a waiver from strict compliance with the requirements under Rule 10.04 and consent
under Paragraph 1C(2) of the Appendix F1 to the Listing Rules to permit H Shares in the
International Offering to be placed to certain Existing Minority Shareholders and/or their
close associates. For further details, see “Waivers and Exemption − Allocation of H Shares to
Existing Minority Shareholders and Their Close Associates.”
CORNERSTONE INVESTORS
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To the best knowledge and belief of our Company, (i) each of the Cornerstone Investors
(for Cornerstone Investor(s) who will subscribe for the Offer Shares through QDII(s), plus the
QDII(s)) is an Independent Third Party; (ii) none of the Cornerstone Investors (for
Cornerstone Investor(s) who will subscribe for the Offer Shares through QDII(s), plus the
QDII(s)) (save for certain Cornerstone Investors who are Existing Minority Shareholder(s) or
their close associates) is accustomed to taking instructions from our Company, the Directors,
chief executive, Controlling Shareholders, 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; (iii) none of the
subscription of the relevant Offer Shares by any of the Cornerstone Investors (for Cornerstone
Investor(s) who will subscribe for the Offer Shares through QDII(s), plus the QDII(s)) is
financed by our Company, the Directors, chief executive, Controlling Shareholders,
substantial Shareholders, existing Shareholders or any of their respective subsidiaries or their
respective close associates; (iv) each Cornerstone Investor will be utilizing its internal
financial resources, financial resources of its shareholders or (in the case of Cornerstone
Investors which are funds or investment managers) the assets managed for its investors as its
source of funding for the subscription of the Offer Shares, and each Cornerstone Investor has
sufficient funds to settle its respective investment under the Cornerstone Placing; and (v) each
of the Cornerstone Investors has confirmed that all necessary approvals have been obtained
with respect to the Cornerstone Placing and that no specific approval from any stock exchange
(if relevant) is required for the relevant Cornerstone Placing. In addition, to the best
knowledge of our Company, save as otherwise disclosed, each of the Cornerstone Investors is
independent from each other and makes independent investment decisions.
The Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have
subscribed for before dealings in the H Shares commence on the Stock Exchange. As such,
there will be no deferred settlement of payment of the investment amounts. Since there is no
over-allotment option in the International Offering, there will be no delayed delivery or
deferred settlement of Offer Shares to be subscribed by the Cornerstone Investors.
Details of the actual number of Offer Shares to be allocated to the Cornerstone Investors
will be disclosed in the allotment results announcement of our Company to be published on or
around March 19, 2026.
To the best knowledge of our Company and the Overall Coordinators, and based on the
indicative interest of investment of the Cornerstone Investors and/or their close associates as
of the date of this Prospectus, certain Cornerstone Investors and/or their close associates may
participate in the International Offering as placees and subscribe for further Offer Shares in
the Global Offering. Our Company will seek the Stock Exchange’s consent and/or waiver to
allow the Cornerstone Investors and/or their close associates to participate in the International
Offering as placees pursuant to Chapter 4.15 of the Guide for New Listing Applicants.
Whether such Cornerstone Investors and/or their close associates will place orders in the
International Offering are uncertain and will be subject to the final investment decisions of
such investors and the terms and conditions of the Global Offering.
CORNERSTONE INVESTORS
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THE CORNERSTONE INVESTORS
The table below sets forth details of the Cornerstone Placing:
Cornerstone Investor
Subscription
amount (1)(2)
Number of Offer
Shares (3)
Approximate %
of the Offer
Shares
Approximate %
of the issued
Share capital
(US$ in millions)
C P E..................... 15.90 1,730,200 3.76% 0.37%
Yuanfeng Asset Management and
GTINV (in connection with the
Yuanfeng OTC Swaps) ......... 14.10 1,534,300 3.34% 0.32%
Shanghai Greenwoods and CITIC
Securities International Capital
Management Limited (in connection
with CITICS Back-to-back TRS and
CITICS Client TRS) ........... 0.82 88,700 0.19% 0.02%
HK Greenwoods .............. 29.18 3,175,800 6.90% 0.67%
UBS AM Singapore ............ 30.00 3,264,500 7.10% 0.69%
Value Partners ............... 30.00 3,264,500 7.10% 0.69%
Eastspring ................. 15.00 1,632,200 3.55% 0.35%
GBAHIL .................. 15.00 1,632,200 3.55% 0.35%
MY Asian .................. 10.00 1,088,100 2.37% 0.23%
Barings ................... 10.00 1,088,100 2.37% 0.23%
Dajia Life ................. 10.00 1,088,100 2.37% 0.23%
ICBC Wealth ................ 10.00 1,088,100 2.37% 0.23%
Total ..................... 190.00 20,674,800 44.95% 4.38%
Notes
(1) Exclusive of brokerage, the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction
levy, and to be converted to Hong Kong dollars based on the exchange rate as disclosed in this Prospectus.
(2) Each of the Cornerstone Investors has agreed in their respective Cornerstone Investment Agreements that our
Company, the Joint Sponsors and the Overall Coordinators shall have the right to, in their sole and absolute
discretion, adjust the allocation of the number of Offer Share to be subscribed for by the relevant Cornerstone
Investor to ensure compliance with the Listing Rules, including the Cornerstone Placing Allocation Limit.
Our Company, the Joint Sponsors and the Overall Coordinators will adjust the allocation of the number of
Offer Shares to be subscribed for by the Cornerstone Investors in proportion to their respective initial
subscription amounts set out in their respective Cornerstone Investment Agreements where necessary based
on the final Offer Price and will disclose the number of the Offer Shares finally allocated to each of the
Cornerstone Investors in the allotment results announcement of our Company to be published on or around
March 19, 2026.
(3) Rounded down to the nearest whole board lot of 100 H Shares.
(4) Assuming no other changes are made to the issued share capital of our Company between the Latest
Practicable Date and the Listing.
The information about the Cornerstone Investors sets forth below has been provided by
the Cornerstone Investors in connection with the Cornerstone Placing.
CORNERSTONE INVESTORS
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CPE
CPE Greater China Enterprises Growth Fund and CPE Growth Fund #1 (collectively, the
“CPE Funds”) are exempted companies incorporated with limited liability under the laws of
the Cayman Islands for an unlimited duration. The CPE Funds are managed by China Pinnacle
Equity Management Limited (“ CPE”), a company incorporated with limited liability in
August 2017 in Hong Kong and is licensed to conduct Type 4 (Advising on Securities) and
Type 9 (Asset Management) regulated activities under Part V of the SFO with CE number
BKY108, on an investment management discretionary basis. It is principally engaged in fund
management and the provision of investment advisory services to professional investors as
defined under the SFO, including corporations, institutions and high net worth individual
investors. CPE holds 100 management shares in the CPE Funds and controls their entire
voting rights. Mr. Ni Fei, director of CPE, indirectly holds 30% shares interest in CPE. Save
for Mr. Ni Fei, no single ultimate beneficial owner holds 30% or more interest in CPE. In
addition, no single ultimate beneficial owner holds 30% or more interest in each of the CPE
Funds.
Yuanfeng Asset Management and GTINV (in connection with the Yuanfeng OTC Swaps)
Guotai Junan Investments (Hong Kong) Limited (“GTINV”) and Guotai Haitong
Securities Co., Ltd. (“ GTHT”) will enter into a series of cross border delta-one OTC swap
transactions (the “ Yuanfeng OTC Swaps”) with each other and with Beijing Yuanfeng Asset
Management L.L.P. (“ Yuanfeng Asset Management ”), acting in its capacity as investment
manager for and on behalf of the investment fund Yuanfeng Value Fund (ӷ෍ᗇՎҳ
ږthe “GTHT Ultimate Client (Yuanfeng) ”), pursuant to which GTINV will hold the
Offer Shares on a non-discretionary basis to hedge the Yuanfeng OTC Swaps while the
economic risks and returns of the underlying Offer Shares are passed to the GTHT Ultimate
Client (Yuanfeng), subject to customary fees and commissions. The Yuanfeng OTC Swaps will
be fully funded by the GTHT Ultimate Client (Yuanfeng).
During the terms of the Yuanfeng OTC Swaps, all economic returns of the Offer Shares
subscribed by GTINV will be passed to the GTHT Ultimate Client (Yuanfeng) and all
economic loss shall be borne by the GTHT Ultimate Client (Yuanfeng) through the Yuanfeng
OTC Swaps, and GTINV will not take part in any economic return or bear any economic loss
in relation to the Offer Shares. Despite that GTINV will hold the legal title of the Offer Shares
by itself, it will not exercise the voting rights attaching to the relevant Offer Shares during the
terms of the Yuanfeng OTC Swaps according to its internal policy. To the best of GTINV’s
knowledge having made all reasonable inquiries, the GTHT Ultimate Client (Yuanfeng) is an
independent third party of GTINV , GTHT and the companies which are members of the same
group of GTHT.
GTINV is a Hong Kong incorporated company. Its principal business activities are
trading and investments. It is indirectly wholly owned by Guotai Haitong Securities Co., Ltd.,
a leading securities firm in China with its shares dually listed in both Shanghai (SSE:601211)
and Hong Kong (HKEX:2611).
The GTHT Ultimate Client (Yuanfeng) is an investment fund managed by Yuanfeng
Asset Management. No single ultimate beneficial owner holds 30% or more interest in the
GTHT Ultimate Client (Yuanfeng).
CORNERSTONE INVESTORS
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Yuanfeng Asset Management is a private fund manager incorporated in the PRC and
registered with the Asset Management Association of China. It is principally engaged in
management of private securities investment fund. No single ultimate beneficial owner holds
30% or more interest in Yuanfeng Asset Management.
Shanghai Greenwoods and CITIC Securities International Capital Management Limited
(in connection with CITICS Back-to-back TRS and CITICS Client TRS)
CSICM and CITICS will enter into the CITICS Back-to-back TRS, in connection with
the CITICS Client TRS placed by and fully funded by an ultimate client (the “ Ultimate Client
(Shanghai Greenwoods) ”), under which terms and conditions the full economic return and
loss of the Offer Shares placed to CSICM will be ultimately borne by the Ultimate Client
(Shanghai Greenwoods). CSICM will hold the Offer Shares on a non-discretionary basis to
hedge the CITICS Back-to-back TRS in connection with the CITICS Client TRS order placed
by the Ultimate Client (Shanghai Greenwoods), and the full economic return and loss of the
Offer Shares will be ultimately borne by the Ultimate Clients (Shanghai Greenwoods)
according to the terms and conditions under the CITICS Back-to-back TRS and the CITICS
Client TRS, subject to customary fees and commissions. CSICM will not take part in any
economic return or bear any economic loss in relation to the Offer Shares.
The Ultimate Client (Shanghai Greenwoods) may, after expiration of the lock-up period
beginning from the date of the cornerstone agreement entered into among CSICM, the
Company and the Joint Sponsors, and ending on the date which is six months from the Listing
Date, request to early terminate the CITICS Client TRS at their own discretions, upon which
CSICM may terminate the CITICS Back-to-back TRS and dispose of the Offer Shares on the
secondary market and the Ultimate Client (Shanghai Greenwoods) will receive a final
settlement amount of the CITICS Client TRS in cash in accordance with the terms and
conditions of the CITICS Client TRS. Despite that CSICM will hold the legal title of the Offer
Shares by itself, it will not exercise the voting right of the Offer Shares during the tenor of the
CITICS Back-to-back TRS according to its internal policy.
To the best of CSICM’s knowledge having made all reasonable inquiries, the Ultimate
Client (Shanghai Greenwoods) is an independent third party of (i) the Company, the
connected persons or associates thereof, and (ii) CSICM and the companies which are
members of the same group of CSICM.
CSICM is a wholly-owned subsidiary of CITICS, of which its shares are listed on the
Shanghai Stock Exchange (stock code: 600030) and the Hong Kong Stock Exchange (stock
code: 6030). CSICM is a connected client (as defined under Appendix F1 to the Listing Rules)
of CLSA Limited, holding securities on a non-discretionary basis on behalf of independent
third parties.
The Company has applied to the Stock Exchange for, and the Stock Exchange has
granted, its consent under paragraph 5(1) of Appendix F1 to the Listing Rules to permit us to
allocate the Offer Shares to CSICM. See “Waivers — Consent in Respect of Cornerstone
Investment by Connected Clients.”
CORNERSTONE INVESTORS
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Ultimate Client (Shanghai Greenwoods) is a domestic private fund managed by Shanghai
Greenwoods Asset Management Co., Ltd (ʮ̡)( “ Shanghai
Greenwoods”). No single ultimate beneficial owner holds 30% or more interest in the
Ultimate Client (Shanghai Greenwoods). Shanghai Greenwoods is a private fund management
company with the registration under AMAC. Shanghai Greenwoods is one of the largest and
earliest PRC domestic asset managers mainly specializing in investing into companies in the
Greater China region. Shanghai Greenwoods focuses on fundamental research, value
investments, and local due diligence. Investors of funds managed by Shanghai Greenwoods
include institutional investors and high-net-worth individuals professional investors. Mr.
Jiang Jinzhi is the Chairman and an ultimate beneficial owner of Shanghai Greenwoods. No
other shareholder holds 30% or more interest in Shanghai Greenwoods. As confirmed by
Shanghai Greenwoods, the subscription of the Offer Shares as cornerstone investor will be
made by Shanghai Greenwoods in its capacity as the fund manager of a domestic private fund
through TRS mechanism.
HK Greenwoods
Greenwoods Asset Management Hong Kong Limited (“ HK Greenwoods”) is a private
fund management company incorporated in Hong Kong with limited liability. Established in
2005, HK Greenwoods is one of the largest and earliest China-focused asset managers mainly
specializing in investing into companies in the Greater China region. HK Greenwoods focuses
on fundamental research, value investments, and local due diligence. Investors of funds and
accounts managed by HK Greenwoods includes institutional investors and high-net-worth
individuals professional investors. Mr. Jiang Jinzhi is the Chairman and an ultimate beneficial
owner of HK Greenwoods.
As confirmed by HK Greenwoods, the subscription of the Offer Shares as a cornerstone
investor will be made by HK Greenwoods in its capacity as the investment manager of Golden
China Master Fund and Greenwoods Value Income Fund. As of January 31, 2026, (i) no single
ultimate beneficial owner holds 30% or more interest in the Golden China Master Fund; (ii) no
single ultimate beneficial owner other than Mr. Yang Xianxiang holds 30% or more interest in
the Greenwoods Value Income Fund. HK Greenwoods and Shanghai Greenwoods are affiliate
of each other.
UBS AM Singapore
UBS Asset Management (Singapore) Ltd. (“ UBS AM Singapore”), a company
incorporated in Singapore in December 1993, has entered into a Cornerstone Investment
Agreement with the Company, the Joint Sponsors and the Overall Coordinators, in its capacity
as the delegate of the investment manager on a discretionary basis for and on behalf of the
following fund(s): (i) UBS (Lux) Equity Fund — Greater China (USD); (ii) UBS (Lux) Equity
Fund — China Opportunity (USD); (iii) UBS (HK) Fund Series — China Opportunity Equity
(USD); (iv) UBS (Lux) Equity SICA V — All China (USD); (v) UBS (Lux) Investment SICA V
— China A Opportunity (USD); (vi) UBS (CAY) China A Opportunity; and (vii) certain other
segregated accounts and mandates. To the best of UBS AM Singapore’s knowledge, no single
ultimate beneficial owner holds 30% or more interest in those funds. UBS AM Singapore is a
wholly owned subsidiary of UBS Asset Management AG, an investment management
company, which is wholly ultimately owned by UBS Group AG, which is a company organized
under Swiss law as a corporation that has issued shares of common stock to investors. UBS
Group AG’s shares are listed on the SIX Swiss Exchange (stock code: UBSG) and the New
York Stock Exchange (stock code: UBS).
CORNERSTONE INVESTORS
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Value Partners
Each of Value Partners Hong Kong Limited (incorporated in Hong Kong in 1999) and
Value Partners Limited (incorporated in the British Virgin Islands in 1991) has agreed to
procure certain investment funds that it has actual discretionary investment management
power over, to subscribe for such number of Shares which may be purchased with an aggregate
amount of approximately US$25.10 million (exclusive of brokerage, SFC transaction levy, the
Stock Exchange trading fee, the AFRC transaction levy and other related expenses) and
approximately US$4.90 million (exclusive of brokerage, SFC transaction levy, the Stock
Exchange trading fee, the AFRC transaction levy and other related expenses), respectively, at
the Offer Price. The investment funds that Value Partners Limited intends to procure include
Value Partners Intelligent Funds – Chinese Mainland Focus Fund, Value Partners Intelligent
Funds — China Convergence Fund, Value Partners China Greenchip Fund Limited, Value
Partners Intelligent Funds — JA-VP China New Century Funds, and the investment funds
Value Partners Hong Kong Limited intends to procure include Value Partners Multi-Asset
Fund, Value Partners Fund Series — Value Partners Asian Income Fund, Value Partners
High-Dividend Stocks Fund, Value Partners Classic Fund, Value Partners Funds SPC — Value
Partners China A-Share Innovation Fund SP and Value Partners Ireland Fund ICA V – Value
Partners Asia Ex-Japan Equity Fund. Each of Value Partners Hong Kong Limited and Value
Partners Limited (together with other subsidiaries under Value Partners Group Limited
(“Value Partners”)), acts as investment manager or investment advisor to certain investment
funds. Both Value Partners Hong Kong Limited and Value Partners Limited are wholly-owned
subsidiaries of Value Partners Group Limited, a company listed on the Stock Exchange (stock
code: 806). Value Partners is one of Asia’s largest independent asset management firms. It is
headquartered in Hong Kong and operates in Shanghai, Shenzhen and Singapore. Value
Partners’ investment strategies cover equities, fixed income, multi-asset, quantitative
investment solutions and alternatives for institutional and individual clients in the Asia Pacific
and Europe. As of December 31, 2025, it has asset under management of approximately
US$6.2 billion.
Eastspring
Eastspring Investments (Singapore) Limited (“ Eastspring”), established in 1994 and
headquartered in Singapore, brings over 30 years of investment expertise in Asia. Eastspring
is ultimately 100% held by Prudential plc, a publicly listed company, which has dual primary
listings on the Stock Exchange of Hong Kong (HKEX: 2378) and the London Stock Exchange
(LSE: PRU), and a secondary listing on the Singapore Stock Exchange (SGX: K6S) and a
listing on the New York Stock Exchange (NYSE: PUK) in the form of American Depositary
Receipts. As of September 30, 2025, Eastspring manages US$286 billion in assets. Eastspring
offers a diverse range of investment strategies for both Asian and non-Asian institutions,
working closely with its local offices to deliver tailored solutions to institutional clients.
Eastspring, acting as the discretionary investment manager for and on behalf of two
discretionary funds (the “ ESI Managed Funds”), has agreed to participate in the Global
Offering and for such ESI Managed Funds to invest as Cornerstone Investor. The ESI Managed
Funds comprise an open-end mutual fund (namely Eastspring Investments — Asia
Opportunities Equity Fund) and a segregated mandate (namely AHAPAG — Asia Pacific
Active Growth Equity Portfolio) established under various jurisdictions and have multiple
holders, who together with their ultimate beneficial owners are, to the best of the knowledge,
information and belief of the Company, Independent Third Parties. The only ultimate
beneficial owner for each of Eastspring Investments — Asia Opportunities Equity Fund and
AHAPAG — Asia Pacific Active Growth Equity Portfolio is Prudential plc.
CORNERSTONE INVESTORS
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GBAHIL
Each of Mega Prime Development Limited (“ Mega Prime”) and Poly Platinum
Enterprises Limited (“ Poly Platinum”) has entered into a Cornerstone Investment Agreement
with our Company to subscribes, respectively, for the Offer Shares. Mega Prime (via a
discretionary account in its name), Poly Platinum and GBA Fund (as defined below) are
managed by Greater Bay Area Development Fund Management Limited (၍
ʮ̡)( “ GBADFML”), a company wholly owned by Greater Bay Area Homeland
Investments Limited (“ GBAHIL”) and licensed under the SFO to conduct type 1 (dealing in
securities), type 4 (advising on securities) and type 9 (asset management) regulated activities
in Hong Kong. No single ultimate beneficial owner holds 30% or more interests in
GBADFML. Mega Prime is the owner of the discretionary account through which its
investment will be made, and that account is fully managed by GBADFML. GBADFML’s
internal investment committee is responsible for making its investment decisions.
Mega Prime is a company incorporated in the British Virgin Islands with limited liability.
It is an investment company with active participation in Hong Kong IPOs as a cornerstone
investor. Its investment portfolio includes, among others, GigaDevice (stock code: 3986),
Zijin Gold Intl (stock code: 2259) and Edge Medical-B (stock code: 2675). Mega Prime is a
wholly-owned subsidiary of GBA Homeland Limited, which in turn is wholly owned by
GBAHIL.
Poly Platinum is a company incorporated in the British Virgin Islands with limited
liability and is wholly-controlled by Greater Bay Area Homeland Development Fund LP
(“GBA Fund”). GBA Fund is a private fund established in the Cayman Islands and has nine
limited partners, each of which holds less than 16% equity interest therein. The general
partner of the GBA Fund is Greater Bay Area Homeland Development Fund (GP) Limited ( ɽ
ږGP)ʮ̡), which is ultimately wholly-owned by GBAHIL.
GBAHIL is a company incorporated in Hong Kong with limited liability and is jointly
owned by ten shareholders, each of which holds less than 13% equity interest therein.
GBAHIL’s business encompasses investment, investment holding and the establishment or
management of private equity funds through its subsidiaries to grasp the historical
opportunities of the development of Guangdong-Hong Kong-Macao Greater Bay Area, and the
construction of an international innovation and technology hub, focusing on technological
innovation, industrial upgrading, quality of life, smart city and all other related industries.
MY Asian
MY Asian Opportunities Master Fund, L.P. (“ MY Asian”) is a discretionary investment
fund established in the Cayman Islands and managed by MY .Alpha Management HK Advisors
Limited (“MY.Alpha”), a hedge fund manager having a Type 4 (Advising on Securities)
license and a Type 9 (Asset Management) license with the SFC, which is indirectly
wholly-owned by Masahiko Yamaguchi, an Independent Third Party. MY .Alpha is
headquartered in Hong Kong and manages assets on behalf of institutions, endowments,
foundations, funds of funds, wealthy individuals and their families. MY .Alpha’s investment
strategy is to invest in Asian companies using a catalyst-driven, fundamental value approach
and to provide consistent, superior risk-adjusted investment returns relatively independent of
the overall market. MY Asian has more than 100 investors and none of the investors holds
more than 10% of the fund interests.
CORNERSTONE INVESTORS
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Barings
Baring Asset Management (Asia) Limited (“ Barings”) is a subsidiary of Barings LLC
which is part of the Barings Group. Barings Group is an over US$481 billion (assets under
management as of December 31, 2025) global asset management firm that partners with
institutional, insurance, and intermediary clients, and supports leading businesses with
flexible financing solutions. Barings LLC is a subsidiary of Massachusetts Mutual Life
Insurance Company (“ MassMutual”), seeks to deliver excess returns by leveraging its global
scale and capabilities across public and private markets in fixed income, real assets and capital
solutions. MassMutual is a U.S. based mutual life insurance company founded in 1851.
MassMutual provides insurance, retirement, and related financial products primarily in the
United States. MassMutual is the ultimate parent of Barings LLC. Barings forms
MassMutual’s global investment management platform and operates independently within the
group’s governance and risk management framework. No single ultimate beneficial owner
holds 30% or more interest in MassMutual.
Barings in its capacity as the investment manager for and on behalf of certain fund(s) and
discretionary investment account(s) participates in this cornerstone investment. The fund
under management which will beneficially own the subscribed shares is Barings International
Umbrella Fund — Barings Hong Kong China Fund, a SFC authorized fund. Currently, no
investor holds beneficial ownership of 30% or more in the fund.
Dajia Life
Dajia Life Insurance Co., Ltd. (“ Dajia Life”) is a professional life insurance company
which is a subsidiary of Dajia Insurance Group, which is ultimately controlled by China
Insurance Security Fund Company Limited (“ China Insurance Company ”). China Insurance
Company is wholly owned by the Ministry of Finance of the People’s Republic of China.
Established in June 2010 and headquartered in Beijing, Dajia Life has a registered capital of
RMB30.79 billion and mainly engages in various personal insurance businesses such as life
insurance, health insurance, accident insurance, reinsurance business of the above-mentioned
businesses, and other businesses approved by the National Financial Regulatory
Administration. Currently, Dajia Life has a total of 19 provincial-level branches in operation.
ICBC Wealth
ICBC Wealth Management Co., Ltd. (“ ICBC Wealth”) was established in May 2019 in
Beijing, with a registered capital of RMB16 billion. It is a wholly-owned subsidiary of
Industrial and Commercial Bank of China Limited, a company listed on the Shanghai Stock
Exchange (stock code: 601398) and the Stock Exchange (stock code: 1398). The business
scope of ICBC Wealth is public issuance of wealth management products to the general
public, investment and management of entrusted assets for investors; non-public issuance of
wealth management products to qualified investors, investment and management of entrusted
assets for investors; wealth management advisory and consulting services; and other
businesses as approved by the banking regulatory authority under the State Council.
CORNERSTONE INVESTORS
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CLOSING CONDITIONS
The obligation of each Cornerstone Investor or each QDII (as applicable) to subscribe
for the Offer Shares under the respective Cornerstone Investment Agreement is subject to,
among other things, the following closing conditions:
(i) the Underwriting Agreements for the Hong Kong Public Offering and the
International Offering being entered into and having become effective and
unconditional (in accordance with their respective original terms or as
subsequently waived or varied by agreement of the parties thereto) by no later than
the time and date as specified in the Underwriting Agreements, and neither of the
aforesaid Underwriting Agreements having been terminated;
(ii) the Offer Price having been agreed upon between our Company and the Overall
Coordinators (for themselves and on behalf of the Underwriters);
(iii) the Stock Exchange having granted the approval for the listing of, and permission
to deal in, the H Shares (including the H Shares to be subscribed for by the
Cornerstone Investors) as well as other applicable waivers and approvals, and such
approval, permission or waiver having not been revoked prior to the
commencement of dealings in the H Shares on the Stock Exchange;
(iv) the CSRC having accepted the CSRC filings and published the filing results in
respect of the CSRC Filings on its website, and such notice of acceptance and/or
filing results published not having otherwise been rejected, withdrawn, revoked or
invalidated prior to the commencement of dealings in the H Shares on the Stock
Exchange;
(v) no laws shall have been enacted or promulgated by any governmental authorities
which prohibits the consummation of the transactions contemplated in the Global
Offering or in the respective Cornerstone Investment Agreements, and there shall
be no orders or injunctions from a court of competent jurisdiction in effect
precluding or prohibiting consummation of such transactions; and
(vi) the respective representations, warranties, undertakings, confirmations and
acknowledgements of the relevant Cornerstone Investor 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 Cornerstone Investment
Agreement on the part of the relevant Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each of the Cornerstone Investors has agreed that it will not, whether directly or
indirectly, at any time during the period of six months from (and inclusive of) the Listing Date
(the “Lock-up Period”), dispose of, in any way, any of the Offer Shares or any interest in any
company or entity holding such Offer Shares that they have purchased pursuant to the relevant
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 such
Cornerstone Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
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FUTURE PLANS
See “Business — Our Strategies” for a detailed description of our future plans.
USE OF PROCEEDS
Assuming an Offer Price of HK$71.88 per Share (being the maximum Offer Price stated
in this Prospectus), we estimate that we will receive net proceeds of approximately
HK$3,175.4 million (equivalent to approximately RMB2,804.7 million) from the Global
Offering after deducting the underwriting commission and other estimated expenses paid and
payable by us in connection with the Global Offering.
In line with our strategies, we intend to use our proceeds from the Global Offering for the
purposes and in the amounts set forth below:
Approximately 19.7% of the net proceeds, or HK$625.8 million (equivalent to
approximately RMB552.8 million), is expected to be used for, our Thai Base Phase II, which
is in line with one of our strategies detailed in “Business — Our Strategies — Market
Strategy: Expanding and Deepening our Global Presence.” These proceeds are expected to be
used to expand our production capabilities by acquiring and installing advanced production
equipment and optimize manufacturing processes and product quality for Thai Base Phase II
that focuses on computing application PCBs. In particular:
• approximately 5.2% of the net proceeds, or HK$164.9 million (equivalent to
approximately RMB145.7 million), will be used for the purchase and installation of
approximately 55 power and environmental protection equipment, including for
example, the power distribution and supply systems, HV AC systems, waste gas
treatment systems, air compression systems, wastewater treatment facilities,
central dust collection systems and other supporting systems, thereby facilitating
stable power delivery, environmental control and compliance with environmental
standards;
• approximately 4.5% of the net proceeds, or HK$143.2 million (equivalent to
approximately RMB126.5 million), will be used for the purchase and installation of
approximately 49 image transfer equipment, which will mainly be used in inner
layer and outer layer circuit manufacturing, hole drilling and solder mask and
surface finish application steps. Key image transfer equipment we plan to acquire
include laser direct imaging machines, laser coding machines and dry film
laminating machines, which are critical for precisely transferring detailed circuit
patterns onto PCB substrates, enhancing production accuracy and reducing defect
rates;
• approximately 4.6% of the net proceeds, or HK$147.4 million (equivalent to
approximately RMB130.2 million), will be used for the purchase and installation of
approximately 157 drilling and milling equipment, which will mainly be used in
hole drilling and back drilling steps. Key drilling and milling equipment include
CNC drilling machines, routing machines and punching machines, which are
essential for high-precision drilling of micro vias, routing and shaping PCB
substrates, thereby facilitating the structural integrity and dimensional accuracy of
our PCBs; and
FUTURE PLANS AND USE OF PROCEEDS
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• approximately 5.4% of the net proceeds, or HK$170.3 million (equivalent to
approximately RMB150.4 million), will be used for the purchase and installation of
approximately 121 inspection and quality control equipment, such as automatic
electroplating lines, etching lines, automated optical inspection (“ AOI”) systems
and impedance testers, which will mainly be used thorough the manufacturing
process. These will enhance our capabilities in plating, etching, cleaning and
comprehensive quality inspection, which significantly improve circuit integrity,
dimensional consistency, and final quality assurance for volume production.
Approximately 52.1% of the net proceeds, or HK$1,655.1 million (equivalent to
approximately RMB1,461.9 million), is expected to be used to expand and upgrade our
production facilities in Guangzhou base, in particular production capacity for HDI PCBs. We
plan to continue to invest in building flexible and energy-efficient manufacturing facilities,
featuring refined operational management, standardized production processes, advanced
automation equipment and integrated digital systems for real-time quality control and
production optimization. In particular:
• approximately 11.8% of the net proceeds, or HK$375.3 million (equivalent to
approximately RMB331.5 million), will be used for the purchase and installation of
approximately 166 environmental protection equipment, including the
comprehensive high-low voltage power distribution systems, centralized air
conditioning, automated exhaust gas treatment facilities with respect to acidic,
alkaline and organic gases, air compressor systems and heat recovery boilers,
which are crucial for sustainable productions;
• approximately 11.5% of the net proceeds, or HK$364.7 million (equivalent to
approximately RMB322.2 million), will be used for the purchase and installation of
approximately 793 image transfer equipment, which mainly include inner-layer
direct imaging systems, automatic exposure machines, dry film coating and UV
curing ovens, which facilitate precision enhancement for inner-layer circuits;
• approximately 13.9% of the net proceeds, or HK$442.6 million (equivalent to
approximately RMB391.0 million), will be used for the purchase and installation of
approximately 332 drilling and milling equipment, featuring automated base
material cutting lines, automatic PCB dividing machines, and comprehensive
milling, punching and routing equipment, thereby ensuring dimension accuracy;
and
• approximately 14.9% of the net proceeds, or HK$472.5 million (equivalent to
approximately RMB417.3 million), will be used for the purchase and installation of
approximately 176 wet processing and associated inspection equipment, such as
fully automated plating, etching, developing, cleaning lines, AOI inspection
systems, online chemical analysis equipment and atomic absorption spectrometers,
which will mainly be used to maintain high product standards and consistency
during the manufacturing process.
Approximately 10.0% of the net proceeds, or HK$317.5 million (equivalent to
approximately RMB280.5 million), is expected to be used for enhancing our R&D capabilities
in developing material technologies, refining manufacturing processes and product
development. Specifically, we plan to (i) develop and optimize advanced PCB materials and
innovative processing techniques to maintain our edge in high density and high performance
PCB market, (ii) continue our research in emerging PCB technologies and products tailored
for growth markets such as AI computing, automative electronics and communication
FUTURE PLANS AND USE OF PROCEEDS
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equipment, and (iii) expand our R&D capabilities by recruiting talents in materials sciences,
process engineering, innovative PCB designs, and quality control to further enhance our
technological accumulations.We plan to allocate approximately HK$148.6 million
(equivalent to approximately RMB131.3 million) to strengthen our R&D capabilities,
including the purchase of machinery, equipment and raw materials for key R&D activities
such as material development, process optimisation and new product design. In addition, we
intend to use approximately HK$137.2 million (equivalent to approximately RMB121.2
million) for the compensation of R&D personnel. We prioritize candidates with experience in
material technology development, process improvement and product innovation, which are
critical to enhancing our R&D capabilities; and
Approximately 8.2% of the net proceeds, or HK$259.3 million (equivalent to
approximately RMB229.1 million), is expected to be used to pursue strategic partnerships,
investments or acquisitions which are complementary to our business and in line with our
strategies. Our target investments or acquisitions will primarily focus on PCB manufacturers
and companies operating in the upstream and downstream segments of the PCB industry
chain, within and outside China. Specifically, this includes but is not limited to upstream raw
material suppliers, PCB manufacturers with advanced production technologies or rich
downstream customer resources, as well as high-quality enterprises possessing key
technologies or effectively complementing our existing capacity layout.
In particular, when selecting target companies, we will place particular emphasis on the
following criteria:
• The target company should have a solid reputation and stable market position
within the industry, with a mature, sustainable business model and demonstrated
profitability. In evaluating this criterion, we consider factors such as market
acceptance of its major products or services, stability of its core customer base,
relevant technology or qualification certifications, capacity utilization and
historical operating performance.
• The target company’s core business should exhibit synergy with our existing
operations, including but not limited to upstream and downstream business
integration, technology sharing, and customer resource expansion, thereby further
strengthening our competitive position in the PCB industry chain. In particular, we
assess whether the target company could (a) strengthen raw material supply
stability and procurement efficiencies, (b) upgrade and strengthen our existing
process capabilities and improve yield and production efficiency, (c) achieve
customer resource complementarity, expand downstream application areas, and (d)
complement capacity and regional coverage.
• The target company should generally have annual revenue of no less than US$100
million in its most recent fiscal year to ensure sufficient business scale and market
influence capable of supporting our further business expansion. In addition, factors
such as growth potential, and capital expenditure needs may also be considered in
assessing whether the target company’s development pace is aligned with our
overall strategy.
• The target company should maintain a healthy financial position with strong cash
flow performance.
• The target company should have a management team with relevant industry
experience and professional skills to ensure continuity and operational efficiency
post-investment or acquisition; and
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• The target company should have effective risk control and internal management
systems to ensure compliance with regulatory requirements and to mitigate
potential compliance risks during business integration.
Through the aforementioned criteria, we intend to selectively invest in or acquire
potential target companies that demonstrate strategic synergies with our business. As of the
Latest Practicable Date, we had not identified any specific acquisition targets and were not in
ongoing negotiations with any specific acquisition targets.
Approximately 10.0% of the net proceeds, or HK$317.5 million (equivalent to
approximately RMB280.5 million), is expected to be used for working capital and general
corporate uses.
The details of our implementation timeframe of the use of proceeds are set out below:
2026 2027 Total
%o fn e t
proceeds
RMB’000 RMB’000 RMB’000 (%)
Thai Base Phase II .................. 552,792 – 552,792 19.7
Expand and upgrade our production facilities in
Guangzhou base .................. 1,166,739 295,190 1,461,929 52.1
Enhance our R&D capabilities ............ 280,473 – 280,473 10.0
Pursue strategic partnerships,
investments or acquisitions ............ 229,064 – 229,064 8.2
Working capital and general corporate uses ..... 280,473 – 280,473 10.0
Total ......................... 2,509,541 295,190 2,804,731 100.0
If any part of our development plan does not proceed as planned for reasons such as
changes in government policies that would render the development of any of our projects not
viable, or the occurrence of force majeure events, we will carefully evaluate the situation and
may reallocate the net proceeds from the Global Offering.
To the extent that the net proceeds of the Global Offering are not immediately used for
the above purposes or if we are unable to put into effect any part of our plan as intended, and
to the extent permitted by the relevant laws and regulations, we will only deposit such net
proceeds into short-term interest-bearing accounts at licensed commercial banks and/or other
authorized financial institutions (as defined under the Securities and Futures Ordinance or the
applicable laws and regulations in other jurisdictions). 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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HONG KONG UNDERWRITERS
CLSA Limited
The Hongkong and Shanghai Banking Corporation Limited
GF Securities (Hong Kong) Brokerage Limited
Huatai Financial Holdings (Hong Kong) Limited
(GF Securities (Hong Kong) Brokerage Limited and Huatai Financial Holdings
(Hong Kong) Limited are listed in alphabetical order)
Guolian Securities International Capital Co., Limited
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Subject to (a) the Listing Committee granting approval for the listing of, and permission
to deal in, the H Shares to be issued pursuant to the Global Offering on the Main Board of the
Stock Exchange, and such approval and permission not subsequently having been withdrawn
or revoked prior to the commencement of dealings in the H Shares on the Stock Exchange and
(b) certain other conditions set out in the Hong Kong Underwriting Agreement, the Hong
Kong Underwriters have agreed severally but not jointly to procure subscribers for, or
themselves to subscribe for, their respective applicable proportions of the Hong Kong Offer
Shares being offered which are not taken up under the Hong Kong Public Offering on the
terms and conditions set out in this Prospectus and the Hong Kong Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional on, among other things, the
International Underwriting Agreement having been executed and becoming unconditional and
not having been terminated in accordance with its terms.
Grounds for Termination
The obligations of the Hong Kong Underwriters to subscribe or procure subscribers for
the Hong Kong Offer Shares under the Hong Kong Underwriting Agreement are subject to
termination. If at any time prior to 8:00 a.m. on the day that trading in the H Shares
commences on the Stock Exchange:
(a) there develops, occurs, exists or comes into force:
(i) any new law or regulation or any change or development involving a
prospective change or any event or series of events or circumstances likely to
result in a change or a development involving a prospective change in existing
laws or regulations, or the interpretation or application thereof by any court or
any competent Authority in or affecting Hong Kong, the PRC, Taiwan, the
UNDERWRITING
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United States, the United Kingdom, the European Union (or any member
thereof), Japan, Singapore, or other jurisdictions relevant to the Group or the
Global Offering (each a “ Relevant Jurisdiction ” and collectively, the
“Relevant Jurisdictions ”); or
(ii) any change or development involving a prospective change, or any event or
series of events or circumstances likely to result in a change or prospective
change, in any local, national, regional or international financial, political,
military, industrial, economic, fiscal, legal, regulatory, currency, credit or
market conditions or sentiments, Taxation, equity securities or currency
exchange rate or controls or any monetary or trading settlement system, or
foreign investment regulations (including, without limitation, a devaluation of
the Hong Kong dollar, United States dollar or Renminbi against any foreign
currencies, a change in the system under which the value of the Hong Kong
dollar is linked to that of the United States dollar or the Renminbi is linked to
any foreign currency or currencies) or other financial markets (including,
without limitation, conditions and sentiments in stock and bond markets,
money and foreign exchange markets, the inter-bank markets and credit
markets) in or affecting any Relevant Jurisdictions, or affecting an investment
in the Offer Shares; or
(iii) any event or series of events, or circumstances in the nature of force majeure
(including, without limitation, any acts of government, declaration of a
regional, national or international emergency or war, calamity, crisis,
economic sanctions, strikes, labor disputes, other industrial actions,
lock-outs, fire, explosion, flooding, tsunami, earthquake, volcanic eruption,
civil commotion, riots, rebellion, public disorder, paralysis in government
operations, acts of war, epidemic, pandemic, outbreak or escalation, mutation
or aggravation of 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 Tokyo Stock Exchange, the Singapore
Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market
or the London Stock Exchange; or (ii) the trading in any securities of our
Company listed or quoted on a stock exchange or an over-the-counter market;
or
UNDERWRITING
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(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) the issue or requirement to issue by our Company of a supplement or
amendment to this Prospectus or other documents in connection with the offer
and sale of the Offer Shares pursuant to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance or the Listing Rules or upon any
requirement or request of the Stock Exchange and/or the SFC; or
(vii) the imposition of sanctions or export controls in whatever form, directly or
indirectly, on any Group Company or any Controlling Shareholder or by or on
any Relevant Jurisdiction, or the withdrawal of trading privileges which
existed on the date of the Hong Kong Underwriting Agreement, in whatever
form, directly or indirectly, by, or for, any Relevant Jurisdiction; or
(viii)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
(ix) any non-compliance of this Prospectus (or any other documents used in
connection with the contemplated offering, allotment, issue, subscription or
sale of any of the Offer Shares), the CSRC filings or any aspect of the Global
Offering with the Listing Rules or any other applicable laws; or
(x) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any
member of the Group or any Controlling Shareholder or any Director or senior
management members as named in this Prospectus; or
(xi) any contravention by any Group Company or any Director or any member of
the senior management of our Company as named in this Prospectus of the
Listing Rules or applicable laws; or
(xii) any independent non-executive Director or any member of senior management
of our Company named in this Prospectus seeks to retire, or is removed from
office or vacating his/her office; or
UNDERWRITING
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(xiii)any non-executive Director, any independent non-executive Director or any
member of senior management of our Company named in this Prospectus is
being charged with an indictable offence or prohibited by operation of law or
otherwise disqualified from taking part in the management or taking
directorship of a company; or
(xiv) an order or petition is presented for the winding-up or liquidation of any
member of the Group (other than our Company), or any member of the Group
(other than our Company) makes any composition or arrangement with its
creditors or enters into a scheme of arrangement or any resolution is passed
for the winding-up of any member of the Group (other than our Company) or
a provisional liquidator, receiver or manager is appointed over all or part of
the assets or undertaking of any member of the Group (other than our
Company) or anything analogous thereto occurs in respect of any member of
the Group (other than our Company); or
(xv) any change or prospective change, or a materialization of, any of the risks set
out in the section headed “Risk Factors” in this Prospectus,
which, in any such case individually or in the aggregate, in the sole and absolute opinion
of the Joint Sponsors and the Sponsor-Overall Coordinators (for themselves and on
behalf of the Overall Coordinators and the Hong Kong Underwriters):
(1) has or will or may have a material adverse change or a material adverse effect
or any development involving a prospective material adverse change or a
prospective material adverse effect, whether directly or indirectly, on or
affecting the profits, losses, results of operations, assets, liabilities, general
affairs, business, management, performance, prospects, shareholders’ equity,
position or condition (financial, trading or otherwise) of the Group, taken as a
whole, or which could adversely affect the ability of our Company to perform
its obligations under the Hong Kong Underwriting Agreement, the
International Underwriting Agreement, the price determination agreement,
the receiving bank agreement, the registrar’s agreement, the cornerstone
investment agreements or the FINI agreement or which is material in the
context of the Global Offering;
(2) has or will or may have a material adverse effect on the success of the Global
Offering or the level of applications under the Hong Kong Public Offering or
the level of indications of interest under the International Offering; or
UNDERWRITING
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(3) makes or will make or may make it impracticable, inadvisable, inexpedient or
incapable for any material part of the Hong Kong Underwriting Agreement,
the Hong Kong Public Offering or the Global Offering to be performed or
implemented as envisaged, or for the Hong Kong Public Offering and/or the
Global Offering to proceed, or to market the Global Offering or the delivery or
distribution of the Offer Shares on the terms and in the manner contemplated
by any of this Prospectus, the formal notice, the post hearing information
pack, the disclosure package as defined in the International Underwriting
Agreement, the preliminary offering circular, the offering circular and any
other announcement, document, materials, communications or information
made, issued, given, released, arising out of or used in connection with or in
relation to the contemplated offering and sale of the Offer Shares or otherwise
in connection with the Global Offering, including, without limitation, any
investor presentation materials relating to the Offer Shares and, in each case,
all amendments or supplements thereto, whether or not approved by the Joint
Sponsors, the Sponsor-Overall Coordinators or any of the Underwriters
(collectively, the “ Offering Documents ”);
(4) has or will or may have the effect of making any material part of the Hong
Kong Underwriting Agreement (including underwriting) incapable of
performance in accordance with its terms or preventing the processing of
applications and/or payments pursuant to the Global Offering or pursuant to
the underwriting thereof; or
(b) there has come to the notice of the Joint Sponsors and the Sponsor-Overall
Coordinators (for themselves and on behalf of the Overall Coordinators and the
Hong Kong Underwriters) that:
(i) any statement contained in any of the Offering Documents, the CSRC filings
and/or any written notices, announcements, advertisements, communications
or other documents issued or used by, for or on behalf of our 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, 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
UNDERWRITING
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(ii) any matter has arisen or has been discovered which would, had it arisen or
been discovered immediately before the date of this Prospectus, constitute a
material omission or misstatement in any Global Offering 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 our Company in the Hong Kong Underwriting
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 the indemnifying party pursuant to the indemnities in the Hong
Kong Underwriting Agreement; or
(v) any breach of any of the obligations or undertakings imposed upon our
Company or any cornerstone investor (as applicable) to the Hong Kong
Underwriting 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) the chairman of the Board or any Director (other than independent
non-executive Directors) seeks to retire, or is removed from office or vacating
his/her office; or
(viii)any executive Director as identified in this Prospectus is being charged with
an indictable offence or prohibited by operation of law or otherwise
disqualified from taking part in the management or taking directorship of a
company; or
(ix) our Company withdraws this Prospectus (and/or any other documents used in
connection with the subscription or sale of any of the Offer Shares pursuant to
the Global Offering) or the Global Offering; or
(x) the approval by the Listing Committee of the listing of, and permission to deal
in, the H Shares in issue and to be issued pursuant to the Global Offering is
refused or not granted, other than subject to customary conditions, on or
before the Listing Date, or if granted, the approval is subsequently withdrawn,
cancelled, qualified (other than by customary conditions), revoked or
withheld; or
UNDERWRITING
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(xi) any person (other than the Joint Sponsors) has withdrawn its consent to the
issue of this Prospectus with the inclusion of its reports, letters and/or legal
opinions (as the case may be) and references to its name included in the form
and context in which it respectively appears; or
(xii) any prohibition on our Company for whatever reason from offering, allotting,
issuing or selling any of the Offer Shares pursuant to the terms of the Global
Offering; or
(xiii)any person (other than the Joint Sponsors and the Sponsor-Overall
Coordinators) has withdrawn or sought to withdraw its consent to being
named in any of the Offering Documents or to the issue of any of the Offering
Documents; or
(xiv) an order or petition is presented for the winding-up or liquidation of the
Company, or the Company makes any composition or arrangement with its
creditors or enters into a scheme of arrangement or any resolution is passed
for the winding-up of the Company or a provisional liquidator, receiver or
manager is appointed over all or part of the assets or undertaking of the
Company or anything analogous thereto occurs in respect of the Company; or
(xv) (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 Sponsor-Overall Coordinators, the issue or requirement
to issue by our 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
(xvi) 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, as a result of the payment of the relevant investment amount not
being received or settled in the stipulated time and manner or otherwise,
then, in each case, the Joint Sponsors and the Sponsor-Overall Coordinators (for
themselves and on behalf of the Overall Coordinators and the Hong Kong Underwriters)
may, in their sole and absolute discretion and upon giving notice in writing to our
Company, terminate the Hong Kong Underwriting Agreement with immediate effect.
UNDERWRITING
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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 issue any further Shares, or securities convertible into equity
securities of our Company (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 or (b) under any of the circumstances provided under Rule
10.08 of the Listing Rules.
Undertakings by the Controlling Shareholders
Pursuant to Rule 10.07 of the Listing Rules, each Controlling Shareholder has
irrevocably and unconditionally undertaken to us and to the Stock Exchange that he, she or it
shall not and shall procure that the relevant registered holder(s) controlled by he, she or it
shall not, either directly or indirectly:
(a) in the period commencing on the date by reference to which disclosure of its
shareholdings in our Company is made in this Prospectus and ending on the date
which is 6 months from the Listing Date, dispose of, nor enter into any agreement
to dispose of or otherwise create any options, rights, interests or encumbrances in
respect of, any of our securities that it is shown to beneficially own in this
Prospectus (the “ Relevant Shares”); or
(b) in the period of a further 6 months commencing on the date on which the period
referred to in paragraph (a) above expires, 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 Relevant Shares if, immediately following such disposal or
upon the exercise or enforcement of such options, rights, interests or
encumbrances, he, she or it will cease to be a controlling shareholder (as defined in
the Listing Rules) of our Company or a Controlling Shareholder of our Company or
would together with the other Controlling Shareholders cease to be controlling
shareholders (as defined in the Listing Rules).
Each of the Controlling Shareholders has further irrevocably and unconditionally
undertaken to us and the Stock Exchange that, within the period commencing on the date by
reference to which disclosure of its/his/her shareholdings in our Company is made in this
Prospectus and ending on the date which is 12 months from the Listing Date, he/she/it will and
will procure that the relevant registered holder(s) will:
(a) when he, she or it pledges or charges any securities in our Company beneficially
owned by it/him/her in favor of an authorized institution (as defined in the Banking
Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial
loan pursuant to Note (2) to Rule 10.07(2) of the Listing Rules, immediately inform
us in writing of such pledge or charge together with the number of our securities so
pledged or charged; and
(b) when he, she or it receives indications, either verbal or written, from the pledgee or
chargee that any of our pledged or charged securities beneficially owned by it will
be disposed of, immediately inform us in writing of such indications.
UNDERWRITING
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We will also inform the Stock Exchange as soon as we have been informed of the matters
mentioned in the paragraphs (a) and (b) above by any of the Controlling Shareholders and
subject to the then requirements of the Listing Rules disclose such matters by way of an
announcement which is published in accordance with Rule 2.07C of the Listing Rules as soon
as possible.
Undertakings Pursuant to the Hong Kong Underwriting Agreement
Undertakings by Our Company in Respect of Our Company
Pursuant to the Hong Kong Underwriting Agreement, our Company has undertaken to
each of the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the
Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong
Underwriters and the Capital Market Intermediaries that, except pursuant to the Global
Offering, at any time after the date of the Hong Kong Underwriting Agreement up to and
including the date falling six months after the Listing Date (the “ First Six Month Period ”),
our Company will not, without the prior written consent of the Joint Sponsors and the
Sponsor-Overall Coordinators (for themselves and on behalf of the Overall Coordinators and
the Hong Kong Underwriters) and unless in compliance with the requirements of the Listing
Rules:
(a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or
agree to allot, issue or sell, 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 equity securities of our 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, the share capital or other equity securities of
our Company, as applicable), or deposit the share capital or other equity securities
of our Company, as applicable, with a depositary in connection with the issue of
depositary receipts;
(b) 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 the H
Shares or any other equity securities of our Company, or any interest in any of the
foregoing (including, without limitation, any securities convertible into or
exchangeable or exercisable for or that represent the right to receive, or any
warrants or other rights to purchase, any H Shares);
UNDERWRITING
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(c) enter into any transaction with the same economic effect as any of the transactions
described in paragraph (a) or (b) above; or
(d) offer to or agree to do any of the foregoing specified in paragraph (a), (b) or (c)
above or announce any intention to do so,
in each case, whether any of the foregoing transactions is to be settled by delivery of the
share capital or such other securities, in cash or otherwise (whether or not the issue of such
share capital or other securities will be completed within the First Six-Month Period).
Our Company further agrees that, in the event that our Company is allowed to enter into
any of the transactions specified in paragraph (a), (b) or (c) above or offers to or agrees to or
announces any intention to effect any such transaction during the period of six months
commencing on the date on which the First Six Month Period expires (the “ Second Six Month
Period”), our Company will take all reasonable steps to ensure that such an issue or disposal
will not, and no other act of our Company will, create a disorderly or false market for any H
Shares or other securities of our Company.
Our Company has undertaken to each of the Joint Sponsors, the Sponsor-Overall
Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners,
the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries
that (i) it will comply with the minimum public float requirements specified in the Listing
Rules (the “Minimum Public Float Requirement ”) and it will not effect any purchase of the
H Shares, or agree to do so, which may reduce the holdings of the H Shares held by the public
(as defined in Rule 8.24 of the Listing Rules) to below the Minimum Public Float Requirement
or any waiver granted and not revoked by the Stock Exchange prior to the expiration of the
Second Six Month Period without first having obtained the prior written consent of the Joint
Sponsors and the Sponsor-Overall Coordinators (for themselves and on behalf of the Overall
Coordinators and the Hong Kong Underwriters), and (ii) it will not enter into any agreement,
arrangement or transaction which shall cause or have the effect of causing the portion of the H
Shares that are held by the public and that are available for trading and not subject to any
disposal restrictions (whether under contract, the Listing Rules, applicable Laws or
otherwise) on the Listing Date to fall below the prescribed level under 19A.13C of the Listing
Rules.
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, save as disclosed in the section headed “Appendix VI Statutory
and General Information — E. Other Information” in this Prospectus, none of the Hong Kong
Underwriters was interested, legally or beneficially, directly or indirectly, in any Shares or
any securities of any member of our Group or had any right or option (whether legally
enforceable or not) to subscribe for or purchase, or to nominate persons to subscribe for or
purchase, any Shares or any securities of any member of our Group.
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 Hong Kong Underwriting Agreement.
International Offering
International Underwriting Agreement
In connection with the International Offering, it is expected that our Company will enter
into the International Underwriting Agreement with, among others, the Joint Sponsors, the
Overall Coordinators, the Joint Global Coordinators, the International Underwriters and the
Capital Market Intermediaries on or about the Price Determination Date. Under the
International Underwriting Agreement, the International Underwriters would, subject to
certain conditions set out therein, agree severally but not jointly to procure subscribers for, or
themselves to subscribe for, their respective applicable proportions of the International Offer
Shares being offered under the International Offering.
It is expected that the International Underwriting Agreement may be terminated on
similar grounds as the Hong Kong Underwriting Agreement. Potential investors should note
that in the event that the International Underwriting Agreement is not entered into or is
terminated, the Global Offering will not proceed. See “Structure of the Global Offering —
The International Offering.”
Commissions and Expenses
The Underwriters and the Capital Market Intermediaries will receive an underwriting
commission of 2.0% of the aggregate Offer Price of all the Offer Shares (the “ Fixed Fees”).
Our Company may, at its discretion, pay to one or more Underwriter(s) and Capital Market
Intermediary(ies) an additional discretionary fee of up to 0.9% of the aggregate Offer Price of
all the Offer Shares (the “ Discretionary Fees ”). As of the date of this Prospectus, the
allocation of a portion of the Fixed Fees remains subject to our Company's discretion. For the
purposes of the Listing Rules, any unallocated portion of the Fixed Fees will be tentatively
regarded as discretionary fee. Assuming the Discretionary Fees are paid in full, the ratio of the
fixed fees and the discretionary fees will be approximately 44.13%:55.87%.
UNDERWRITING
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The aggregate underwriting commissions and fees payable to the Underwriters and the
Capital Market Intermediaries, together with the Stock Exchange listing fees, the SFC
transaction levy, the AFRC transaction levy and the Stock Exchange trading fee, legal and
other professional fees and printing and other expenses payable by our Company in relation to
the Global Offering are estimated to be approximately HK$131.1 million (based on the
maximum Offer Price of HK$71.88), the full payment of the Discretionary Fees).
Indemnity
Each of our Company has agreed to indemnify the Joint Sponsors, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers,
the Hong Kong Underwriters, the Capital Market Intermediaries and each of them for certain
losses which they may suffer or incur, including losses arising from the performance of their
obligations under the Hong Kong Underwriting Agreement or any breach by any of our
Company and the Controlling Shareholder 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, brokerage, funds management, trading, hedging,
investing and other activities for their own account and for the account of others. In the
ordinary course of their various business activities, the Syndicate Members and their
respective affiliates may purchase, sell or hold a broad array of investments and actively trade
securities, derivatives, loans, commodities, currencies, credit default swaps and other
financial instruments for their own account and for the accounts of their customers. Such
investment and trading activities may involve or relate to assets, securities and/or instruments
of our Group and/or persons and entities with relationships with our Group and may also
include swaps and other financial instruments entered into for hedging purposes in connection
with our Group’s loans and other debts.
UNDERWRITING
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In relation to the H Shares, the activities of the Syndicate Members and their affiliates
could include acting as agent for buyers and sellers of the H Shares, entering into transactions
with those buyers and sellers in a principal capacity, including as a lender to initial purchasers
of the H Shares (which financing may be secured by the H Shares) in the Global Offering,
proprietary trading in the H Shares, and entering into over the counter or listed derivative
transactions or listed or unlisted securities transactions (including issuing securities such as
derivative warrants listed on a stock exchange) which have as their underlying assets, assets
including the H Shares. Such transactions may be carried out as bilateral agreements or trades
with selected counterparties. Those activities may require hedging activity by those entities
involving, directly or indirectly, the buying and selling of the H Shares, which may have a
negative impact on the trading price of the H Shares. All such activities could occur in Hong
Kong and elsewhere in the world and may result in the Syndicate Members and their affiliates
holding long and/or short positions in the H Shares, in baskets of securities or indices
including the H Shares, in units of funds that may purchase the H Shares, or in derivatives
related to any of the foregoing.
In relation to issues by the 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.
No stabilizing manager will be appointed, and it is anticipated that no stabilization
activities will be carried out in relation to 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.
Certain of the Syndicate Members or their respective affiliates have provided from time
to time, and expect to provide in the future, investment banking and other services to our
Group and 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.
INDEPENDENCE OF THE JOINT SPONSORS
As of the Latest Practicable Date, the Joint Sponsors satisfy the independence criteria
applicable to sponsors as set out in Rule 3A.07 of the Listing Rules.
UNDERWRITING
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THE GLOBAL OFFERING
The listing of the H Shares on the Stock Exchange is sponsored by the Joint Sponsors.
The Joint Sponsors have made an application on behalf of our Company to the Listing
Committee of the Stock Exchange for the listing of, and permission to deal in, the H Shares to
be issued as mentioned in this Prospectus. CLSA Limited and The Hongkong and Shanghai
Banking Corporation Limited are the Overall Coordinators of the Global Offering.
46,000,000 Offer Shares will initially be made available under the Global Offering
comprising:
(a) the Hong Kong Public Offering of initially 4,600,000 H Shares (subject to
reallocation) in Hong Kong as described in “— The Hong Kong Public Offering”
below; and
(b) the International Offering of initially 41,400,000 H Shares (subject to reallocation)
outside the United States (including to professional and institutional investors
within Hong Kong) in offshore transactions in reliance on Regulation S as
described in “— The International Offering” below.
Investors may either: (i) apply for Hong Kong Offer Shares under the Hong Kong Public
Offering; or (ii) apply for or indicate an interest for International Offer Shares under the
International Offering, but may not do both.
The Offer Shares will represent approximately 9.74% of the total Shares in issue
immediately following the completion of the Global Offering.
References in this Prospectus to applications, application monies or the procedures for
applications relate solely to the Hong Kong Public Offering.
HONG KONG PUBLIC OFFERING
Number of Offer Shares Initially Offered
Our Company is initially offering 4,600,000 H Shares (subject to reallocation) for
subscription by the public in Hong Kong at the Offer Price, representing 10% of the Offer
Shares initially available under the Global Offering.
The Hong Kong Public Offering is open to members of the public in Hong Kong as well
as to professional and institutional investors. Professional investors generally include brokers,
dealers, companies (including fund managers) whose ordinary business involves dealing in
shares and other securities and corporate entities that regularly invest in shares and other
securities.
Completion of the Hong Kong Public Offering is subject to the conditions set out in “—
Conditions of the Global Offering” below.
STRUCTURE OF THE GLOBAL OFFERING
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Allocation
Allocation of Offer Shares to investors under the Hong Kong Public Offering will be
based solely on the level of valid applications received under the Hong Kong Public Offering.
The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly
applied for by applicants. Such allocation could, where appropriate, consist of balloting,
which could mean that some applicants may receive a higher allocation than others who have
applied for the same number of Hong Kong Offer Shares, and those applicants who are not
successful in the ballot may not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of Hong Kong Offer Shares available
under the Hong Kong Public Offering (after taking into account any reallocation referred to
below) will be divided equally (to the nearest board lot) into two pools (with any odd lots
being allocated to pool A): pool A and pool B. The Hong Kong Offer Shares in pool A will be
allocated on an equitable basis to valid applicants who have applied for Hong Kong Offer
Shares with an aggregate subscription price of HK$5 million (excluding brokerage, SFC
transaction levy, AFRC transaction levy and the Stock Exchange trading fee payable) or less.
The Hong Kong Offer Shares in pool B will be allocated on an equitable basis to valid
applicants who have applied for Hong Kong Offer Shares with an aggregate subscription price
of more than HK$5 million (excluding brokerage, SFC transaction levy, AFRC transaction
levy and the Stock Exchange trading fee payable) and up to the total value in pool B.
Investors should be aware that applications in pool A and applications in pool B may
receive different allocation ratios. If any Hong Kong Offer Shares in one (but not both) of the
pools are unsubscribed, such unsubscribed Hong Kong Offer Shares will be transferred to the
other pool to satisfy demand in that other pool and be allocated accordingly. For the purpose
of the immediately preceding paragraph only, the “price” for Hong Kong Offer Shares means
the price payable on application therefor (without regard to the Offer Price as finally
determined). Applicants can only receive an allocation of Hong Kong Offer Shares from either
pool A or pool B and not from both pools. Multiple or suspected multiple applications under
the Hong Kong Public Offering and any application for more than 2,300,000 Hong Kong Offer
Shares (being 50% of the 4,600,000 Hong Kong Offer Shares initially comprised in the Hong
Kong Public Offering) is liable to be rejected.
Reallocation
The Offer Shares to be offered under the Hong Kong Public Offering and the
International Offering may, in certain circumstances, be reallocated as between these
offerings at the discretion of the Overall Coordinators. Subject to the allocation cap described
in the subsequent paragraph, the Overall Coordinators may in their discretion reallocate Offer
Shares from the International Offering to the Hong Kong Public Offering to satisfy valid
applications under the Hong Kong Public Offering. In addition, if the Hong Kong Offer Shares
are not fully subscribed, the Overall Coordinators will have the discretion (but shall not be
under any obligation) to reallocate to the International Offering all or any unsubscribed Hong
Kong Offer Shares in such amounts as it deems appropriate.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering
will be allocated between Pool A and Pool B and the number of Offer Shares allocated to the
International Offering will be correspondingly reduced in such manner as the Overall
Coordinators deem appropriate. In the event of reallocation of Offer Shares between the
International Offering and the Hong Kong Public Offering in the circumstances where (a) the
STRUCTURE OF THE GLOBAL OFFERING
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International Offer Shares are fully subscribed or oversubscribed and the Hong Kong Offer
Shares are fully subscribed or oversubscribed irrespective of the number of times, or (b) the
International Offer Shares are undersubscribed and the Hong Kong Offer Shares are fully
subscribed or oversubscribed irrespective of the number of times, then up to 2,300,000 Offer
Shares may be reallocated from the International Offering to the Hong Kong Public Offering,
so that the total number of Offer Shares available for subscription under the Hong Kong Public
Offering will increase up to 6,900,000 Offer Shares, representing 15% of the number of Offer
Shares initially available under the Global Offering in accordance with Chapter 4.14 of the
Guide for New Listing Applicants. In the circumstance where the International Offer Shares
are fully subscribed or oversubscribed and the Hong Kong Offer Shares are undersubscribed,
there will be no reallocation from the International Offering to the Hong Kong Public
Offering, and no over-allocation of H Shares to the Hong Kong Public Offering. Where both
the International Offer Shares and the Hong Kong Offer Shares are undersubscribed, the
Global Offering will not proceed and will lapse, unless the shortfall is taken up by the
Underwriters.
Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the
International Offering follows the provision of Paragraph 4.2(b) of Practice Note 18 of the
Listing Rules, no mandatory clawback or reallocation mechanism is required to increase the
number of Offer Shares under the Hong Kong Public Offering to a certain percentage of the
total number of Offer Shares offered under the Global Offering.
Details of any reallocation of Offer Shares between the Hong Kong Public Offering and
the International Offering will be disclosed in the results announcement of the Global
Offering, which is expected to be published on Thursday, March 19, 2026.
Applications
Each applicant under the Hong Kong Public Offering will be required to give an
undertaking and confirmation in the application submitted by him/her/it that he/she/it and any
person(s) for whose benefit he/she/it is making the application has not applied for or taken up,
or indicated an interest for, and will not apply for or take up, or indicate an interest for, any
International Offer Shares under the International Offering. Such applicant’s application
under International Offering is liable to be rejected if such undertaking and/or confirmation
is/are breached and/or untrue (as the case may be).
Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the maximum Offer Price of HK$71.88 per H Share plus
brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and
the Stock Exchange trading fee of 0.00565%, amounting to a total of HK$7,260.49 for one
board lot of 100 H Shares. If the Offer Price, as finally determined in the manner described in
“— Pricing and Allocation” below, is less than the maximum Offer Price of HK$71.88 H
Share, appropriate refund payments (including brokerage, SFC transaction levy, AFRC
transaction levy and the Stock Exchange trading fee attributable to the surplus application
monies) will be made to the relevant successful applicants (subject to application channels),
without interest. Further details are set out in “How to Apply for Hong Kong Offer Shares.”
THE INTERNATIONAL OFFERING
Number of Offer Shares Initially Offered
Subject to reallocation, the International Offering will consist of an offering of initially
41,400,000 H Shares, representing 90% of the Offer Shares initially available under the
Global Offering.
STRUCTURE OF THE GLOBAL OFFERING
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Allocation
The International Offering will include selective marketing of Offer Shares to
professional and institutional 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 “— Pricing and Allocation” below
and based on a number of factors, including the level and timing of demand, the total size of
the relevant investor’s invested assets or equity assets in the relevant sector and whether or not
it is expected that the relevant investor is likely to buy further H Shares and/or hold or sell its
H Shares after the Listing. Such allocation is intended to result in a distribution of the H
Shares on a basis which would lead to the establishment of a solid professional and
institutional shareholder base to the benefit of our Group and the Shareholders as a whole.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may
require any investor who has been offered Offer Shares under the International Offering and
who has made an application under the Hong Kong Public Offering to provide sufficient
information to the Overall Coordinators so as to allow them to identify the relevant
applications under the Hong Kong Public Offering and to ensure that they are excluded from
any allocation of Offer Shares under the International Offering.
Reallocation
The total number of Offer Shares to be issued or sold pursuant to the International
Offering may change as a result of reallocation as described in “— The Hong Kong Public
Offering — Reallocation” above.
PRICING AND ALLOCATION
Pricing for the Offer Shares for the purpose of the various offerings under the Global
Offering will be fixed on the Price Determination Date, which is expected to be on or about
Wednesday, March 18, 2026, by agreement between the (for Sponsor-Overall Coordinators
(for themselves and on behalf of the Overall Coordinators and the Underwriters)) and our
Company, and the number of Offer Shares to be allocated under the various offerings will be
determined shortly thereafter.
The Offer Price will not be more than HK$71.88 per H Share, unless otherwise
announced by our Company no later than the morning of the last day for lodging applications
under the Hong Kong Public Offering, as further explained below.
Determining the Offer Price
The International Underwriters will be soliciting from prospective investors indications
of interest in acquiring Offer Shares in the International Offering. Prospective professional
and institutional investors will be required to specify the number of Offer Shares under the
International Offering they would be prepared to acquire either at different prices or at a
particular price. This process, known as “book-building,” is expected to continue up to, and to
cease on or about, the last day for lodging applications under the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
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The Offer Price is expected to be fixed by agreement between the Sponsor-Overall
Coordinators (on behalf of the Overall Coordinators and the Underwriters) and us, on the
Price Determination Date, when market demand for the Offer Shares will be determined. The
Price Determination Date is expected to be on or before Wednesday, March 18, 2026 (Hong
Kong time) and, in any event, not later than 12:00 noon on Wednesday, March 18, 2026 (Hong
Kong time).
We will determine the Offer Price by reference to, among other factors, the closing price of the
A Shares on the Shenzhen Stock Exchange on the last trading day on or before the Price
Determination Date (which is accessible to the Shareholders and potential investors at
https://www.szse.cn/English/siteMarketData/siteMarketDatas/lookup/index.html?code=300450),
and the Offer Price will not be more than HK$71.88. The historical prices of our A Shares and
trading volume on Shenzhen Stock Exchange are set out below.
Period High Low ADTV (1)
(RMB) (RMB) ('000 A Shares)
Year ended December 31, 2024 . . . 58.11 32.45 5,334.90
Year ended December 31, 2025 . . . 88.49 37.47 7,369.90
Year of 2026 (up to the Latest
Practicable Date) ............ 120.80 77.81 10,119.00
Note:
1. Average daily trading volume (“ADTV”) represents daily average number of our A Shares traded over
the relevant period.
2. The Company’s A Shares have been listed on the main board of the Shenzhen Stock Exchange (stock
code: 001389) since April 2, 2024.
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.”
The Sponsor-Overall Coordinators (for themselves and on behalf of the Overall
Coordinators and the Underwriters) may, where they deem appropriate, based on the level of
interest expressed by prospective investors during the book-building process, and with the
consent of our Company, reduce the number of Offer Shares and/or the maximum Offer Price
below that stated in this Prospectus at any time on or prior to the morning of the last day for
lodging applications under the Hong Kong Public Offering. In such case, 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 website of the Stock Exchange at www.hkexnews.hk
and our website at www.delton.com.cn notices of such reduction, the cancelation of the
Global Offering and the relaunch of the offering at the revised number of Offer Shares and/or
Offer Price. Our Company will also, as soon as practicable following the decision to make
such reduction, issue a supplemental or new Prospectus updating investors of the reduction in
the number of Offer Shares and/or the Offer Price, and giving investors at least three business
days to consider the new information. The supplemental or new Prospectus shall include at
least the following: updated (a) Offer Price and market capitalization; (b) listing timetable and
STRUCTURE OF THE GLOBAL OFFERING
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underwriting obligations; (c) price/earnings multiple (if applicable), unaudited pro forma and
adjusted net tangible assets; and (d) use of proceeds and working capital adequacy
confirmation based on revised estimated proceeds. In the event of a reduction in the number of
Offer Shares, the Overall Coordinators may also at their discretion reallocate the number of
Offer Shares to be offered under the Hong Kong Public Offering and the International
Offering, provided that the number of Offer Shares offered under the Hong Kong Public
Offering shall not be less than 10% of the Offer Shares available under the Global Offering. In
the absence of any such supplemental or new Prospectus so published, the number of Offer
Shares and/or the Offer Price will not be reduced.
If there is any change to the offer size due to change in the number of Offer Shares
initially offered under the Global Offering (other than the reallocation mechanism as
disclosed in this Prospectus), or change to the maximum Offer Price as stated in this
Prospectus, or if our Company becomes aware that there has been a significant change
affecting any matter contained in this Prospectus or a significant new matter has arisen, the
inclusion of information in respect of which would have been required to be in this Prospectus
if it had arisen before this Prospectus was issued, after the issue of this Prospectus and before
the commencement of dealings in our H Shares as prescribed under Rule 11.13 of the Listing
Rules, we are required to cancel the Global Offering and relaunch the offering and issue a
supplemental or new Prospectus.
The final Offer Price, the level of applications in the Hong Kong Public Offering, the
level of indications of interest in the International Offering and the basis of allocation of the
Hong Kong Offer Shares are expected to be announced on Thursday, March 19, 2026 on the
website of the Stock Exchange at www.hkexnews.hk and our website at www.delton.com.cn .
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on:
(a) the Listing Committee granting approval for the listing of, and permission to deal
in, the H Shares to be issued pursuant to the Global Offering on the Main Board of
the Stock Exchange, and such approval and permission not subsequently having
been withdrawn or revoked prior to the commencement of dealings in the H Shares
on the Stock Exchange;
(b) the Offer Price having been agreed between the Overall Coordinators (for
themselves and on behalf of the Underwriters) and our Company;
(c) the execution and delivery of the International Underwriting Agreement on or about
the Price Determination Date; and
(d) the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting
Agreement and the obligations of the International Underwriters under the
International Underwriting Agreement becoming and remaining unconditional and
not having been terminated in accordance with the terms of the respective
agreements,
STRUCTURE OF THE GLOBAL OFFERING
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in each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before such
dates and times) and, in any event, not later than the date which is 30 days after the date of this
Prospectus.
If, for any reason, the Offer Price is not agreed between the Sponsor-Overall
Coordinators (for themselves and on behalf of other Overall Coordinators and the
Underwriters) and our Company by 12:00 noon on Wednesday, March 18, 2026, the Global
Offering will not proceed and will lapse.
The consummation of each of the Hong Kong Public Offering and the International
Offering is conditional upon, among other things, the other offering becoming unconditional
and not having been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the dates and times specified,
the Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of
the lapse of the Hong Kong Public Offering will be published on the website of the Stock
Exchange at www.hkexnews.hk and our website at www.delton.com.cn on the next day
following such lapse. In such a situation, all application monies will be returned, without
interest, on the terms set out in “How to Apply for Hong Kong Offer Shares — D.
Dispatch/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).
The H Share certificates for the Offer Shares will only become valid evidence of title at
8:00 a.m. on the Listing Date, which is expected to be Friday, March 20, 2026 (Hong Kong
time), provided that the Global Offering has become unconditional in all respects and the right
of termination described in “Underwriting — Underwriting Arrangements and Expenses —
Hong Kong Public Offering — Grounds for Termination” has not been exercised. Investors
who trade H Shares 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.
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, March 20, 2026, it is expected that dealings in the H Shares
on the Stock Exchange will commence at 9:00 a.m. on Friday, March 20, 2026.
The H Shares will be traded in board lots of 100 H Shares each and the stock code of the
H Shares will be 1989.
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IMPORTANT NOTICE TO INVESTORS OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offering and below are the procedures for application.
This Prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under “HKEXnews > New Listings > New Listing Information” and
our website at www.delton.com.cn .
The contents of this Prospectus are identical to the Prospectus as registered with the
Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit
you are applying:
• are 18 years of age or older;
• have a Hong Kong address (for the HK eIPO White Form service only); and
• are outside the United States, and are not a United States Person (as defined in
Regulation S under the U.S. Securities Act).
Unless permitted by the Listing Rules, you cannot apply for any Hong Kong Offer
Shares if you or the person(s) for whose benefit you are applying:
• are an existing Shareholder or a Director;
• are a close associate of any of the above;
• are a core connected person (as defined in the Listing Rules) of our Company
or will become a core connected person of our Company immediately upon
completion of the Global Offering; or
• have been allocated or have applied for any International Offer Shares or
otherwise participated in the International Offering.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Thursday,
March 12, 2026 and end at 12:00 noon on Tuesday, March 17, 2026 (Hong Kong
time).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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To apply for Hong Kong Offer Shares, you may use one of the following application
channels:
Application Channel Platform Target Investors Application Time
HK eIPO White Form
service
at www.hkeipo.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
Thursday, March 12,
2026 to 11:30 a.m. on
Tuesday, March 17,
2026, Hong Kong time.
The latest time for
completing full payment
of application monies
will be 12:00 noon on
Tuesday, March 17,
2026, Hong Kong time.
HKSCC EIPO channel Your broker or custodian
who is a HKSCC
Participant will submit
an EIPO application on
your behalf through
HKSCC’s FINI system in
accordance with your
instruction.
Investors who would not
like to receive a physical
H Share certificate.
Hong Kong Offer Shares
successfully applied for
will be allotted and
issued in the name of
HKSCC Nominees,
deposited directly into
CCASS and credited to
your designated HKSCC
Participant’s stock
account.
Contact your broker or
custodian for the earliest
and latest time for giving
such instructions, as this
may vary by broker or
custodian.
The HK eIPO White Form service and the HKSCC EIPO channel are facilities
subject to capacity limitations and potential service interruptions, and you are advised
not to wait until the last day for applications to apply for Hong Kong Offer Shares.
For those applying through the HK eIPO White Form service, once you complete
payment in respect of any application instruction given by you or for your benefit
through the HK eIPO White Form service to make an application for Hong Kong Offer
Shares, an actual application shall be deemed to have been made. If you are a person for
whose benefit the application instructions are given, you shall be deemed to have
declared that only one set of 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 application instructions for the benefit of the person for whom you
are an agent and that you are duly authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the HK eIPO
White Form service more than once and obtaining different 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 HK eIPO White Form service, you are deemed to have
authorized the HK eIPO White Form Service Provider to apply on the terms and
conditions in this Prospectus, as supplemented and amended by the terms and conditions
of the HK eIPO White Form service.
By instructing your broker or custodian to apply for Hong Kong Offer Shares on
your behalf through the HKSCC EIPO channel, you (and, if you are joint applicants,
each of you jointly and severally) are deemed to have instructed and authorized HKSCC
to cause HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to
apply for Hong Kong Offer Shares on your behalf and to do on your behalf all the things
stated in this Prospectus and any supplement to it.
For those applying through the HKSCC EIPO channel, an actual application will
be deemed to have been made for any application instruction given by you or for your
benefit to HKSCC (in which case an application will be made by HKSCC Nominees on
your behalf) provided such application instruction has not been withdrawn or otherwise
invalidated before the closing time of the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor
HKSCC Nominees shall be liable to you or any other person in respect of any actions
taken by HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer
Shares or for any breach of the terms and conditions of this Prospectus.
3. Information Required to Apply
You must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
• Full name(s) (2) as shown on your identity
document
• Full name(s) (2) as shown on your identity
document
• Identity document’s issuing country or
jurisdiction
• Identity document’s issuing country or
jurisdiction
• Identity document type, with order of
priority:
i. Hong Kong identity card
(“HKID”); or
ii. National identification document;
or
iii. Passport
• Identity document number
• Identity document type, with order of
priority:
i. Legal Entity Identifier (“ LEI”)
registration document; or
ii. Certificate of incorporation; or
iii. Business registration certificate; or
iv. Other equivalent document
• Identity document number
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Notes:
(1) If you are applying through the HK eIPO White Form service, you are required to provide a
valid e-mail address, a contact telephone number and a Hong Kong address. You are also
required to declare that the identity information provided by you follows the requirements as
described in Note 2 below. In particular, where you cannot provide a HKID number, you must
confirm that you do not hold a HKID card. The number of joint applicants may not exceed four.
If you are a firm, the applicant must be in the individual members’ names.
(2) The applicant’s full name as shown on their identity document must be used and the surname,
given name, middle and other names (if any) must be input in the same order as shown on the
identity document. If an applicant’s identity document contains both English and Chinese
names, both English and Chinese names must be used. Otherwise, either English or Chinese
name will be accepted. The order of priority of the applicant’s identity document type must be
strictly followed and where an individual applicant has a valid HKID card (including both Hong
Kong Residents and Hong Kong Permanent Residents), the HKID number must be used when
making an application for Hong Kong Offer Shares. Similarly, for corporate applicants, a LEI
number must be used if an entity has a LEI certificate.
(3) If the applicant is a trustee, the client identification data (“CID”) of the trustee, as set out above,
will be required. If the applicant is an investment fund (i.e. a collective investment scheme, or
CIS), the CID of the asset management company or the individual fund, as appropriate, which
has opened a trading account with the broker will be required, as above.
(4) The maximum number of joint applicants on FINI is capped at 4 in accordance with market
practice.
(5) If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity
document), the identity document’s issuing country or jurisdiction, the identity document type;
and (ii) the identity document number, for each of the beneficial owners or, in the case(s) of joint
beneficial owners, for each of the joint beneficial owners. If you do not include this information,
the application will be treated as being made for your benefit.
(6) If an application is made by 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).
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size 100 H Shares
Permitted number of Hong Kong
Offer Shares for application
and amount payable on
application/successful allotment
Hong Kong Offer Shares are available for application in specified
board lot sizes only. Please refer to the amount payable associated
with each specified board lot size in the table below.
The maximum Offer Price is HK$71.88 per H Share, plus brokerage
of 1%, SFC transaction levy of 0.0027%, AFRC transaction levy
of 0.00015% and the Stock Exchange trading fee of 0.00565%.
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If you are applying through the HKSCC EIPO channel, your broker
or custodian may require you to pre-fund your application, in such
amount as determined by the broker or custodian, based on the
applicable laws and regulations in Hong Kong. You are
responsible for complying with any such pre-funding requirement
imposed by your broker or custodian with respect to the Hong
Kong Offer Shares you applied for.
By instructing your broker or custodian to apply for Hong Kong
Offer Shares on your behalf through the HKSCC EIPO channel,
you (and, if you are joint applicants, each of you jointly and
severally) are deemed to have instructed and authorized HKSCC
to cause HKSCC Nominees (acting as nominee for the relevant
HKSCC Participants) to arrange payment of the final Offer Price,
brokerage, SFC transaction levy, AFRC transaction levy and the
Stock Exchange trading fee by debiting the relevant nominee bank
account at the designated bank for your broker or custodian.
If you are applying through the HK eIPO White Form service, you
may refer to the table below for the amount payable for the
number of H Shares you have selected. You must pay the
respective maximum amount payable on application in full upon
application for Hong Kong Offer Shares.
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable
(2)
on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
100 7,260.49 2,000 145,209.82 10,000 726,049.10 300,000 21,781,472.95
200 14,520.98 2,500 181,512.27 20,000 1,452,098.20 400,000 29,041,963.92
300 21,781.47 3,000 217,814.72 30,000 2,178,147.29 500,000 36,302,454.90
400 29,041.96 3,500 254,117.18 40,000 2,904,196.39 600,000 43,562,945.88
500 36,302.45 4,000 290,419.63 50,000 3,630,245.49 700,000 50,823,436.85
600 43,562.94 4,500 326,722.10 60,000 4,356,294.59 800,000 58,083,927.85
700 50,823.44 5,000 363,024.55 70,000 5,082,343.69 900,000 65,344,418.82
800 58,083.93 6,000 435,629.46 80,000 5,808,392.79 1,000,000 72,604,909.80
900 65,344.43 7,000 508,234.37 90,000 6,534,441.88 1,500,000 108,907,364.70
1,000 72,604.91 8,000 580,839.28 100,000 7,260,490.98 2,000,000 145,209,819.60
1,500 108,907.36 9,000 653,444.19 200,000 14,520,981.95 2,300,000 (1) 166,991,292.55
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Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong
Kong Offer Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading
fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the
Exchange Participants (as defined in the Listing Rules) or to the HK eIPO White Form Service
Provider (for applications made through the application channel of the HK eIPO White Form
service) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC
transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively.
5. Multiple Applications Prohibited
You or your joint applicant(s) shall not make more than one application for your
own benefit, except where you are a nominee and provide the information of the
underlying investor in your application as required under “— A. Application for Hong
Kong Offer Shares — 3. Information Required to Apply” above. If you are suspected of
submitting or causing to be submitted more than one application, all of your applications
will be rejected.
Multiple applications made either through (i) the HK eIPO White Form service,
(ii) the HKSCC EIPO channel or (iii) both channels concurrently are prohibited and
will be rejected. If you have made an application through the HK eIPO White Form
service or the HKSCC EIPO channel, you or the person(s) for whose benefit you have
made the application shall not apply for any International Offer Shares.
The H Share Registrar would record all applications into its system and identify
suspected multiple applications with identical names and identification document
numbers according to the Best Practice Note on Treatment of Multiple/Suspected
Multiple Applications (“Best Practice Note”) issued by the Federation of Share
Registrars Limited.
Since applications are subject to personal information collection statements,
identification document numbers displayed are redacted.
6. Terms and Conditions of an Application
By applying for Hong Kong Offer Shares through the HK eIPO White Form
service or the HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees
will do the following things on your behalf):
(i) undertake to execute all relevant documents and instruct and authorize us
and/or the Overall Coordinators (or their agents or nominees), as our agents,
to execute any documents for you and to do on your behalf all things necessary
to register any Hong Kong Offer Shares allocated to you in your name or in the
name of HKSCC Nominees as required by the Articles of Association, and (if
you are applying through the HKSCC EIPO channel) to deposit the allotted
Hong Kong Offer Shares directly into CCASS for the credit of your
designated HKSCC Participant’s stock account on your behalf;
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(ii) confirm that you have read and understood the terms and conditions and
application procedures set out in this Prospectus and the designated website of
the HK eIPO White Form service (or as the case may be, the agreement you
entered into with your broker or custodian), and agree to be bound by them;
(iii) (if you are applying through the HKSCC EIPO channel) agree to the
arrangements, undertakings and warranties under the participant agreement
between your broker or custodian and HKSCC and observe the General Rules
of HKSCC and the HKSCC Operational Procedures for giving application
instructions to apply for Hong Kong Offer Shares;
(iv) confirm that you are aware of the restrictions on the Hong Kong Public
Offering set out in this Prospectus and they do not apply to you or the
person(s) for whose benefit you have made the application;
(v) confirm that you have read this Prospectus and any supplement to it, and have
relied only on the information and representations contained therein in
making your application (or as the case may be, causing your application to be
made), and will not rely on any other information or representations;
(vi) agree that we, the Joint Sponsors, the Joint Global Coordinators, the Overall
Coordinators, the Capital Market Intermediaries, the Joint Bookrunners, the
Joint Lead Managers, the Underwriters, our and their respective directors,
officers, employees, partners, agents, advisors and other parties involved in
the Global Offering (the “ Relevant Persons”), the H Share Registrar, the HK
eIPO White Form Service Provider and HKSCC will not be liable for any
information and representations not in this Prospectus and any supplement to
it;
(vii) 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
in, and will not apply for or take up, or indicate an interest in, any
International Offer Shares nor participated in the International Offering;
(viii) 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 specified under “— G.
Personal Data” below;
(ix) 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;
(x) agree that subject to Section 44A(6) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, any application made by you or
HKSCC Nominees on your behalf cannot be revoked once it is accepted,
which will be evidenced by the notification of the result of the ballot by the
H Share Registrar by way of publication of the results at the time and in the
manner as specified in “— B. Publication of Results” below;
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(xi) confirm that you are aware of the situations specified in “— C. Circumstances
in Which You Will Not Be Allocated Hong Kong Offer Shares” below;
(xii) 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;
(xiii) agree and warrant that you have complied with the Companies Ordinance, the
Companies (Winding Up and Miscellaneous Provisions) Ordinance, the
Cayman Companies Act, the Memorandum and 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;
(xiv) represent, warrant and undertake that (a) you understand that the Hong Kong
Offer Shares have not been and will not be registered under the U.S. Securities
Act; and (b) you and the person(s) for whose benefit you have made the
application 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;
(xv) confirm that (a) your application or HKSCC Nominees’ application on your
behalf is not financed directly or indirectly by our Company, any of the
directors, chief executives, substantial shareholder(s) or existing
shareholder(s) of our Company or any of its subsidiaries or any of their
respective close associates; and (b) you are not accustomed or will not be
accustomed to taking instructions from our Company, any of the directors,
chief executives, substantial 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 H
Shares registered in your name or otherwise held by you;
(xvi) warrant that the information you have provided is true and accurate;
(xvii) 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;
(xviii) agree to accept Hong Kong Offer Shares applied for or any lesser number
allocated to you under the application;
(xix) authorize us to place your name(s) or the name of HKSCC Nominees on our
register of members as the holder(s) of any Hong Kong Offer Shares allocated
to you and such other registers as may be required under the Memorandum
and Articles of Association, and we and/or our agents to send any H Share
certificate(s) and/or any HK eIPO White Form e-Auto Refund payment
instructions and/or any refund check(s) to you or the first-named applicant for
joint application to the address specified in your application instructions by
ordinary post at your own risk, unless you are eligible to collect the H Share
certificate(s) and/or refund check(s) in person;
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(xx) 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;
(xxi) (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 application
instructions to HKSCC directly or indirectly or through the application
channel of the HK eIPO White Form service or by you or by anyone as your
agent or by any other person; and
(xxii) (if you are making the application as an agent for the benefit of another
person) warrant that (a) 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
or the HK eIPO White Form Service Provider and (b) you have due authority
to give application instructions on behalf of that other person as its agent.
B. PUBLICATION OF RESULTS
Results of Allocation
You can check whether you are successfully allocated any Hong Kong Offer Shares
through:
Platform Date/Time
Applying through the HK eIPO White Form service or HKSCC EIPO channel:
Website From the “Allotment Results” page at
www.hkeipo.hk/IPOResult (or
www.tricor.com.hk/ipo/result) with
a “search by ID” function
24 hours, from 11:00 p.m. on
Thursday, March 19, 2026 to
12:00 midnight on Wednesday,
March 25, 2026
(Hong Kong time).
The full list of (i) wholly or partially
successful applicants using the HK
eIPO White Form service and
HKSCC EIPO channel, and (ii) the
number of Hong Kong Offer Shares
conditionally allotted to them, among
other things, will be displayed at
www.hkeipo.hk/IPOResult (or
www.tricor.com.hk/ipo/result).
The Stock Exchange’s website at
www.hkexnews.hk and our website at
www.delton.com.cn, which will
provide links to the above-mentioned
websites of the H Share Registrar.
By 11:00 p.m. on Thursday, March 19,
2026 (Hong Kong time).
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Platform Date/Time
Applying through the HK eIPO White Form service or HKSCC EIPO channel:
Telephone +852 3691 8488 — the allocation
results telephone enquiry line
provided by the H Share Registrar
Between 9:00 a.m. and 6:00 p.m. from
Friday, March 20, 2026 to
Wednesday, March 25, 2026 on a
business day (Hong Kong time).
For those applying through the HKSCC EIPO channel, you may also check with
your broker or custodian from 6:00 p.m. on Wednesday, March 18, 2026 (Hong Kong
time).
HKSCC Participants can log into FINI and review the allotment result from
6:00 p.m. on Wednesday, March 18, 2026 (Hong Kong time) on a 24-hour basis, and
should report any discrepancies on allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the 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 the Hong Kong Offer Shares on the Stock Exchange’s
website at www.hkexnews.hk and our website at www.delton.com.cn by no later than
11:00 p.m. on Thursday, March 19, 2026 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
You should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying:
1. If your application is revoked:
Your application or the application made by HKSCC Nominees on your behalf may
be revoked pursuant to Section 44A(6) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Overall Coordinators, the H Share Registrar and their respective agents and
nominees have full discretion to reject or accept any application, or to accept only part of
any application, without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does
not grant permission to list the H Shares either:
• within three weeks from the closing date of the application lists; or
• within a longer period of up to six weeks if the Stock Exchange notifies us of
that longer period within three weeks of the closing date of the application
lists.
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4. If:
• you make multiple applications or suspected multiple applications. You may
refer to “—
A. Application for Hong Kong Offer Shares — 5. Multiple Applications
Prohibited” above 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;
or
• our Company or the Overall Coordinators believe that by accepting your
application, it or they would violate applicable securities or other laws, rules
or regulations.
5. If there is money settlement failure for allotted H Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC
Participants will be required to hold sufficient application funds on deposit with their
designated bank before balloting. After balloting of Hong Kong Offer Shares, the
receiving bank will collect the portion of these funds required to settle each HKSCC
Participant’s actual Hong Kong Offer Share allotment from their designated bank.
There is a risk of money settlement failure. In the extreme event of money
settlement failure by a HKSCC Participant (or its designated bank), who is acting on
your behalf in settling payment for your allotted H Shares, HKSCC will contact the
defaulting HKSCC Participant and its designated bank to determine the cause of failure
and request such defaulting HKSCC Participant to rectify or procure to rectify the
failure.
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. DISPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
You will receive one H Share certificate for all Hong Kong Offer Shares allotted to you
under the Hong Kong Public Offering (except pursuant to applications made through the
HKSCC EIPO channel where the H Share certificates will be deposited into CCASS as
described below).
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No temporary document of title will be issued in respect of the H Shares. No receipt will
be issued for sums paid on application.
The H Share certificates will only become valid evidence of title at 8:00 a.m. on the
Listing Date, which is expected to be Friday, March 20, 2026 (Hong Kong time), provided that
the Global Offering has become unconditional in all respects and the right of termination
described in “Underwriting — Underwriting Arrangements and Expenses — Hong Kong
Public Offering — Grounds for Termination” has not been exercised. Investors who trade H
Shares prior to the receipt of H Share certificates or prior to the H Share certificates becoming
valid evidence of title do so entirely at their own risk.
The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
The following sets out the relevant procedures and time:
HK eIPO White Form service HKSCC EIPO channel
Despatch/collection of H Share certificate
For application of
1,000,000 Hong
Kong Offer Shares
or more
Collection in person from the H Share
Registrar, Tricor Investor Services
Limited, at 17/F, Far East Finance
Centre, 16 Harcourt Road,
Hong Kong.
H Share certificate(s) will be issued in
the name of HKSCC Nominees,
deposited into CCASS and credited to
your designated HKSCC Participant’s
stock account.
Time: from 9:00 a.m. to 1:00 p.m. on
Friday, March 20, 2026
(Hong Kong time).
No action by you is required.
If you are an individual, you must not
authorize any other person to collect
for you. If you are a corporate
applicant, your authorized
representative must bear a letter of
authorization from your corporation
stamped with your corporation’s
chop.
Both individuals and authorized
representatives must produce, at the
time of collection, evidence of
identity acceptable to the H Share
Registrar.
Note: If you do not collect your H Share
certificate(s) personally within the time
above, it/they will be sent to the address
specified in your application instructions by
ordinary post at your own risk.
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HK eIPO White Form service HKSCC EIPO channel
For application of less
than 1,000,000 Hong
Kong Offer Shares
Your H Share certificate(s) will be sent
to the address specified in your
application instructions by ordinary
post at your own risk.
Date: Thursday, March 19, 2026
Refund mechanism for surplus application monies paid by you
Date Friday, March 20, 2026 Subject to the arrangement between you
and your broker or custodian
Responsible party H Share Registrar Your broker or custodian
Application monies
paid through single
bank account
HK eIPO White Form e-Auto Refund
payment instructions to your
designated bank account.
Your broker or custodian will arrange
refund to your designated bank
account subject to the arrangement
between you and it.
Application monies
paid through
multiple bank
accounts
Refund check(s) will be dispatched to
the address 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 in the morning on Thursday, March 19, 2026 rendering it impossible for the relevant H
Share certificates to be dispatched to HKSCC in a timely manner, our Company shall procure
the H Share Registrar to arrange for delivery of the supporting documents and H Share
certificates in accordance with the contingency arrangements as agreed between them. You
may refer to “— E. Severe Weather Arrangements” in this section.
E. SEVERE WEATHER ARRANGEMENTS
The application lists will not open or close on Tuesday, March 17, 2026 if there is/are:
• a tropical cyclone warning signal number 8 or above;
• a “black” rainstorm warning signal; 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, March
17, 2026 (Hong Kong time).
Instead they will open at 11:45 a.m. and/or close at 12:00 noon on the next business day
which does not have Severe Weather Signals in force in Hong Kong at any time between
9:00 a.m. and 12:00 noon (Hong Kong time).
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Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the Listing Date. Should there be any changes to the
dates mentioned in “Expected Timetable,” an announcement will be made and published
on the website of the Stock Exchange at www.hkexnews.hk and our website at
www.delton.com.cn of the revised timetable.
If a Severe Weather Signal is hoisted on Thursday, March 19, 2026, the H Share
Registrar will make appropriate arrangements for the delivery of the H Share certificates to
the CCASS Depository’s service counter so that they would be available for trading on Friday,
March 20, 2026.
If a Severe Weather Signal is hoisted on Thursday, March 19, 2026, for application of
less than 1,000,000 Hong Kong Offer Shares, the despatch of physical H Share certificate(s)
will be made by ordinary post when the post office re-opens after the Severe Weather Signal
is lowered or canceled (e.g. in the afternoon of Thursday, March 19, 2026 or on Friday,
March 20, 2026).
If a Severe Weather Signal is hoisted on Friday, March 20, 2026, for application of
1,000,000 Hong Kong Offer Shares or more, physical H Share certificate(s) will be available
for collection in person at the H Share Registrar’s office after the Severe Weather Signal is
lowered or canceled (e.g. in the afternoon of Friday, March 20, 2026 or on Monday, March 23,
2026).
Prospective investors should be aware that if they choose to receive physical H Share
certificates issued in their own name, there may be a delay in receiving the H Share
certificates.
F. ADMISSION OF THE 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 on the
Stock Exchange or any other date HKSCC chooses. Settlement of transactions between
Exchange Participants is required to take place in CCASS on the second settlement day after
any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and HKSCC
Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS.
You should seek the advice of your broker or other professional advisors for details of
those settlement arrangements as such arrangements may affect your rights and interests.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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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. Such 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 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 dispatch of H Share certificate(s) to
which you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform
our Company and the H Share Registrar immediately of any inaccuracies in the personal
data supplied.
3. Purposes
Your personal data may be used, held, processed and/or stored (by whatever means)
for the following purposes:
• processing your application and refund check and HK eIPO White Form
e-Auto Refund payment instruction(s), where applicable, verification of
compliance with the terms and application procedures set out in this
Prospectus and announcing results of allocation of Hong Kong Offer Shares;
• compliance with applicable laws and regulations in Hong Kong and
elsewhere;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 308 ---
• registering new issues or transfers into or out of the names of the holders of
the H Shares including, where applicable, HKSCC Nominees;
• maintaining or updating our Company’s register of members;
• verifying identities of applicants for and holders of the H Shares and
identifying any duplicate applications for the H Shares;
• facilitating Hong Kong Offer Shares balloting;
• establishing benefit entitlements of holders of the H Shares, such as
dividends, rights issues, bonus issues, etc.;
• distributing communications from our Company and its subsidiaries;
• compiling statistical information and profiles of the holder of the H Shares;
• disclosing relevant information to facilitate claims on entitlements; and
• any other incidental or associated purposes relating to the above and/or to
enable our Company and the H Share Registrar to discharge their obligations
to applicants for and holders of the H Shares and/or regulators and/or any
other purposes to which applicants for and holders of the H Shares may from
time to time agree.
4. Transfer of Personal Data
Personal data held by our Company and the H Share Registrar relating to the
applicants for and holders of Hong Kong Offer Shares will be kept confidential but our
Company and the H Share Registrar may, to the extent necessary for achieving any of the
above purposes, disclose, obtain or transfer (whether within or outside Hong Kong) the
personal data to, from or with any of the following:
• our Company’s appointed agents such as financial advisors, 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;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 309 ---
• 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 purposes of the Stock Exchange’s administration of the
Listing Rules and the SFC’s performance of its statutory functions; and
• any persons or institutions with which the holders of Hong Kong Offer Shares
have or propose to have dealings, such as their bankers, solicitors, accountants
or brokers etc.
5. Retention of Personal Data
Our Company and the H Share Registrar will keep the personal data of the
applicants for and holders of Hong Kong Offer Shares for as long as necessary to fulfill
the purposes for which the personal data were collected. Personal data which is no longer
required will be destroyed or dealt with in accordance with the Personal Data (Privacy)
Ordinance (Chapter 486 of the Laws of Hong Kong).
6. Access to and Correction of Personal Data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain
whether 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,
at our Company’s registered address disclosed in “Corporate Information” or as notified
from time to time, for the attention of the joint company secretaries, or the H Share
Registrar for the attention of the privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 310 ---
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hong Kong
ᆿ≮ᴹ䀾ᑡӁएᡶ
俏⑥券冐⏂㤧ⲽ䚉979㲕
འਚ඀жᓝ27⁉
Tel䴱䂧: +852 2846 9888
Faxⵕ: +852 2868 4432
ey.com
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF DELTON TECHNOLOGY (GUANGZHOU) INC. AND CITIC
SECURITIES (HONG KONG) LIMITED AND HSBC CORPORATE FINANCE (HONG
KONG) LIMITED
Introduction
We report on the historical financial information of Delton Technology (Guangzhou) Inc.
(the “Company”) and its subsidiaries (together, the “ Group”) set out on pages I-4 to I-97,
which comprises the consolidated statements of profit or loss and other comprehensive
income, statements of changes in equity and statements of cash flows of the Group for each of
the years ended 31 December 2022, 2023 and 2024 and the nine months ended 30 September
2025 (the “Relevant Periods”), and the consolidated statements of financial position of the
Group and the statements of financial position of the Company as at 31 December 2022, 2023
and 2024 and 30 September 2025, and material accounting policy information and other
explanatory information (together, the “ Historical Financial Information ”). The Historical
Financial Information set out on pages I-4 to I-97 forms an integral part of this report, which
has been prepared for inclusion in the prospectus of the Company dated 12 March 2026 (the
“Prospectus”) in connection with the initial listing of the shares of the Company on the Main
Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange”).
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical
Financial Information that gives a true and fair view in accordance with the basis of
preparation set out in note 2.1 to the Historical Financial Information, and for such internal
control as the directors determine is necessary to enable the preparation of the Historical
Financial Information that is free from material misstatement, whether due to fraud or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200 Accountants’ Reports on Historical
Financial Information in Investment Circulars issued by the Hong Kong Institute of Certified
Public Accountants (“HKICPA”). This standard requires that we comply with ethical
standards and plan and perform our work to obtain reasonable assurance about whether the
Historical Financial Information is free from material misstatement.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 311 ---
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’ judgment, including the assessment of risks of material misstatement
of the Historical Financial Information, whether due to fraud or error. In making those risk
assessments, the reporting accountants consider internal control relevant to the entity’s
preparation of the Historical Financial Information that gives a true and fair view in
accordance with the basis of preparation set out in note 2.1 to the Historical Financial
Information, in order to design procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.
Our work also included evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the directors, as well as evaluating the
overall presentation of the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the
accountants’ report, a true and fair view of the financial position of the Group and the
Company as at 31 December 2022, 2023 and 2024 and 30 September 2025 and of the financial
performance and cash flows of the Group for each of the Relevant Periods in accordance with
the basis of preparation set out in note 2.1 to the Historical Financial Information.
Review of interim comparative financial information
We have reviewed the interim comparative financial information of the Group which
comprises the consolidated statement of profit or loss and other comprehensive income,
statement of changes in equity and statement of cash flows for the nine months ended 30
September 2024 and other explanatory information (the “ Interim Comparative Financial
Information”). The directors of the Company are responsible for the preparation and
presentation of the Interim Comparative Financial Information in accordance with the basis of
preparation set out in note 2.1 to the Historical Financial Information. Our responsibility is to
express a conclusion on the Interim Comparative Financial Information based on our review.
We conducted our review in accordance with Hong Kong Standard on Review Engagements
2410 Review of Interim Financial Information Performed by the Independent Auditor of the
Entity issued by the HKICPA. A review consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in accordance with
Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance
that we would become aware of all significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion. Based on our review, nothing has come to
our attention that causes us to believe that the Interim Comparative Financial Information, for
the purposes of the accountants’ report, is not prepared, in all material respects, in accordance
with the basis of preparation set out in note 2.1 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 312 ---
Report on matters under the Rules Governing the Listing of Securities on the Stock
Exchange and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-4 have been made.
Dividend
We refer to note 11 to the Historical Financial Information which contains information
about the dividend paid by the Company in respect of the Relevant Periods.
Certified Public Accountants
Hong Kong
12 March 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 313 ---
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 & Young in accordance
with Hong Kong Standards on Auditing (“ HKSAs”) issued by the HKICPA (the
“Underlying Financial Statements ”).
The Historical Financial Information is presented in Renminbi (“ RMB”) and all
values are rounded to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 314 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Year ended December 31,
Nine months ended
September 30,
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
REVENUE ............... 5 2,412,387 2,678,270 3,734,285 2,680,660 3,835,129
Cost of sales .............. (1,783,719) (1,786,428) (2,487,825) (1,787,983) (2,498,591)
Gross profit ............... 628,668 891,842 1,246,460 892,677 1,336,538
Other income and gains ........ 5 84,710 32,595 91,212 35,420 49,315
Selling and marketing expenses .... (69,018) (85,287) (106,620) (76,638) (91,516)
Administrative expenses ........ (104,522) (118,538) (157,491) (92,746) (174,038)
Research and development costs .... (115,095) (120,589) (179,197) (130,512) (193,920)
Other expenses ............. (102,432) (89,213) (116,016) (60,259) (88,449)
Finance costs .............. 7 (11,666) (13,927) (15,867) (11,942) (14,466)
PROFIT BEFORE TAX ......... 6 310,645 496,883 762,481 556,000 823,464
Income tax expense ........... 10 (30,994) (82,197) (86,381) (63,505) (99,645)
PROFIT FOR THE YEAR/PERIOD . . 279,651 414,686 676,100 492,495 723,819
OTHER COMPREHENSIVE
INCOME/(LOSS)
Other comprehensive income/(loss)
that may be reclassified to profit or
loss in subsequent periods:
Exchange differences on translation of
foreign operations .......... – – 4,162 – (5,757)
OTHER COMPREHENSIVE
INCOME/(LOSS) FOR THE
YEAR/PERIOD, NET OF TAX . . . – – 4,162 – (5,757)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR/PERIOD ...... 279,651 414,686 680,262 492,495 718,062
Profit attributable to:
Owners of the parent .......... 279,651 414,686 676,100 492,495 723,819
Total comprehensive income
attributable to:
Owners of the parent .......... 279,651 414,686 680,262 492,495 718,062
EARNING PER SHARE
ATTRIBUTABLE TO ORDINARY
EQUITY HOLDERS OF THE
PARENT ...............
Basic (RMB) .............. 12 0.74 1.09 1.66 1.20 1.70
Diluted (RMB) ............. 12 0.74 1.09 1.65 1.20 1.70
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 315 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Notes
As at
December 31,
2022
As at
December 31,
2023
As at
December 31,
2024
As at
September 30,
2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment. . 13 1,640,387 1,815,563 2,567,318 3,097,015
Right-of-use assets . . ....... 14 120,340 114,335 104,949 105,891
Intangible assets .......... 15 28,422 19,923 18,695 18,809
Investment in an associate .... 17 – – – 12,000
Deferred tax assets . . ....... 18 56,074 51,109 75,652 35,208
Other non-current assets ..... 21 2,664 8,801 70,464 49,537
Total non-current assets ...... 1,847,887 2,009,731 2,837,078 3,318,460
CURRENT ASSETS
Inventories .............. 19 355,583 396,914 458,550 621,243
Trade and bills receivables .... 20 704,733 886,657 1,292,954 1,731,367
Prepayments, deposits and
other receivables . ........ 21 55,543 74,851 83,775 111,619
Financial assets at fair value
through profit or loss ...... 22 – – 291,070 191,509
Derivative financial instruments . . 27 ––– 6 1 4
Financial assets at fair value
through other comprehensive
income ............... 23 – 13,012 1,048 1,427
Pledged and restricted deposits . 24 81,063 82,064 86,210 93,052
Cash and cash equivalents .... 24 200,047 349,203 635,071 702,425
Total current assets . . ....... 1,396,969 1,802,701 2,848,678 3,453,256
CURRENT LIABILITIES
Trade and bills payables ..... 25 1,129,255 1,221,691 1,646,602 2,075,794
Other payables and accruals . . . 26 155,870 131,325 267,563 235,813
Derivative financial instruments . . 27 – 1,422 8,088 –
Tax payable .............. 4,837 32,232 31,884 31,572
Contract liabilities ......... 28 9,078 6,304 7,379 12,690
Interest-bearing bank and other
borrowings. ............ 30 186,813 152,374 220,973 232,328
Lease liabilities ........... 14 14,382 9,853 433 629
Total current liabilities ...... 1,500,235 1,555,201 2,182,922 2,588,826
NET CURRENT
(LIABILITIES)/ASSETS . . . (103,266) 247,500 665,756 864,430
TOTAL ASSETS LESS
CURRENT LIABILITIES . . . 1,744,621 2,257,231 3,502,834 4,182,890
NON-CURRENT LIABILITIES
Interest-bearing bank and
other borrowings ......... 30 136,691
 230,840 193,946 336,457
Lease liabilities ........... 14 240 433 – 2,500
Deferred income .......... 29 131,044 126,721 166,725 173,648
Deferred tax liabilities ...... 18 67,572 68,923 68,317 36,334
Total non-current liabilities . . . 335,547 426,917 428,988 548,939
Net assets ............... 1,409,074 1,830,314 3,073,846 3,633,951
EQUITY
Equity attributable to owners of
the parent
Share capital . . . . . ........ 31 380,000 380,000 425,265 425,235
Treasury shares ........... 31 – – (52,985) (51,793)
Reserves ................ 33 1,029,074 1,450,314 2,701,566 3,260,509
Total equity. . . . . ......... 1,409,074 1,830,314 3,073,846 3,633,951
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 316 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Year ended December 31, 2022
Attributable to owners of the parent
Share
capital
Capital
reserve*
Share-based
payment
reserve*
Statutory
reserve*
Retained
profits* Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 31) (note 33) (note 32) (note 33)
At January 1, 2022 ..... 380,000 553,047 78,869 19,569 90,546 1,122,031
Profit for the year ...... –––– 279,651 279,651
Share-based payments
(note 32) .......... – – 7,392 – – 7,392
Profit appropriations to
statutory reserve ..... – – – 28,888 (28,888) –
At December 31, 2022 . . . 380,000 553,047 86,261 48,457 341,309 1,409,074
Year ended December 31, 2023
Attributable to owners of the parent
Share
capital
Capital
reserve*
Share-based
payment
reserve*
Special
reserve
– safety
fund*
Statutory
reserve*
Retained
profits*
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 31) (note 33) (note 32) (note 33) (note 33)
At January 1, 2023 .... 380,000 553,047 86,261 – 48,457 341,309 1,409,074
Profit for the year .... ––––– 414,686 414,686
Share-based payments
(note 32) ........ – – 6,554 – – – 6,554
Profit appropriations to
statutory reserve .... –––– 44,824 (44,824) –
Profit appropriations to
safety fund (note 33) . – – – 6,166 – (6,166) –
At December 31, 2023. . 380,000 553,047 92,815 6,166 93,281 705,005 1,830,314
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 317 ---
Year ended December 31, 2024
Attributable to owners of the parent
Share
capital
Treasury
shares
Capital
reserve*
Share-based
payment
reserve*
Foreign
currency
translation
reserve*
Special
reserve –
safety
fund*
Statutory
reserve*
Retained
profits*
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 31) (note 31) (note 33) (note 32) (note 33) (note 33) (note 33)
At January 1, 2024 ....... 380,000 – 553,047 92,815 – 6,166 93,281 705,005 1,830,314
Profit for the year ....... ––––––– 676,100 676,100
Other comprehensive income
for the year:
Exchange differences on
translation of foreign
operations ......... –––– 4,162––– 4,162
Total comprehensive income
for the year ......... –––– 4,162 – – 676,100 680,262
Share-based payments
(note 32) .......... – – – 15,386–––– 15,386
Profit appropriations to statutory
reserve ........... –––––– 70,313 (70,313) –
Profit appropriations to safety
fund (note 33) ........ ––––– 6,457 – (6,457) –
Issue of shares (note 31) .... 42,300 – 611,159––––– 653,459
Issue of restricted shares
(note 31) .......... 2,965 (52,985) 50,020––––––
Dividend declared (note 11). . . ––––––– (105,575) (105,575)
At December 31, 2024 ..... 425,265 (52,985) 1,214,226 108,201 4,162 12,623 163,594 1,198,760 3,073,846
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 318 ---
Nine months ended September 30, 2024 (unaudited)
Attributable to owners of the parent
Share
capital
Treasury
shares
Capital
reserve
Share-based
payment
reserve
Special
reserve –
safety fund
Statutory
reserve
Retained
profits
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 31) (note 31) (note 33) (note 32) (note 33) (note 33)
At January 1, 2024 ......... 380,000 – 553,047 92,815 6,166 93,281 705,005 1,830,314
Profit for the period (unaudited) . . . –––––– 492,495 492,495
Share-based payments (note 32)
(unaudited) ............ – – – 2,369––– 2,369
Profit appropriations to safety fund
(note 33) (unaudited) ....... –––– 4,855 – (4,855) –
Issue of shares (note 31)
(unaudited) ............ 42,300 – 611,159–––– 653,459
Dividend declared (note 11)
(unaudited) ............ –––––– (105,575) (105,575)
As at September 30, 2024
(unaudited) ............ 422,300 – 1,164,206 95,184 11,021 93,281 1,087,070 2,873,062
Nine months ended September 30, 2025
Attributable to owners of the parent
Share
capital
Treasury
shares
Capital
reserve*
Share-based
payment
reserve*
Foreign
currency
translation
reserve*
Special
reserve –
safety
fund*
Statutory
reserve*
Retained
profits*
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 31) (note 31) (note 33) (note 32) (note 33) (note 33) (note 33)
At January 1, 2025 ....... 425,265 (52,985) 1,214,226 108,201 4,162 12,623 163,594 1,198,760 3,073,846
Profit for the period ...... ––––––– 723,819 723,819
Other comprehensive loss for
the period:
Exchange differences on
translation of foreign
operations .......... –––– (5,757) – – – (5,757)
Total comprehensive income for
the period .......... –––– (5,757) – – 723,819 718,062
Share-based payments
(note 32) .......... – – – 45,282–––– 45,282
Profit appropriations to safety
fund (note 33) ........ ––––– 4,031 – (4,031) –
Repurchase and cancelation of
forfeited restricted shares
(note 31) .......... (30) 536 (506) ––––––
Dividend declared (note 11). . . – 6 5 6––––– (203,895) (203,239)
As at September 30, 2025 .... 425,235 (51,793) 1,213,720 153,483 (1,595) 16,654 163,594 1,714,653 3,633,951
* These reserve accounts comprise the consolidated reserves of RMB1,029,074,000, RMB1,450,314,000 and
RMB2,701,566,000 and RMB3,260,509,000 in the consolidated statements of financial position as at
December 31, 2022, 2023 and 2024 and September 30, 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 319 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
Nine months ended
September 30,
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Profit before tax ............ 3 1 0 ,645 496,883 762,481 556,000 823,464
Adjustments for:
Finance costs ............. 7 11,666 13,927 15,867 11,942 14,466
Interest income ............ 5 (1,554) (4,473) (17,353) (12,288) (14,877)
Foreign exchange gains, net ..... (31,889) (20,984) (7,350) (4,098) (1,515)
Depreciation of property, plant and
equipment ............. 13 121,406 143,999 153,462 116,625 149,960
Amortization of intangible assets . . 15 7,641 10,173 10,967 8,059 10,844
Depreciation of right-of-use assets . 15,249 14,412 12,404 8,295 2,393
Net losses/(gains) on disposal of
property, plant and equipment. . . 1,091 2,008 777 510 (67)
Net gains on disposal of
right-of-use assets ......... – (43) (23) – –
Fair value gains on financial assets
at fair value through profit or
loss ................. – – (2,972) (1,693) (3,686)
Write-down of inventories to net
realizable value .......... 6 66,937 33,331 71,771 45,129 60,333
Fair value losses/(gains) on derivative
financial instruments ........ 5 21,160 41,537 14,929 (875) (6,188)
(Reversal of impairment)/
impairment losses on financial
assets, net ............. (3,439) 11,495 17,870 11,618 26,723
Impairment of property, plant and
equipment ............. 13 16,645 729 7,501 – 154
Share-based payment expenses . . . 32 7,392 6,554 15,386 2,369 45,282
Decrease/(increase) in inventories . . . 23,504 (74,661) (133,408) (32,540) (223,057)
Decrease/(increase) in trade and bills
receivables .............. 1 7,559 (206,851) (424,149) (255,662) (465,568)
(Increase)/decrease in financial assets
at fair value through other
comprehensive income ....... – (13,012) 11,964 5,572 (379)
Decrease/(increase) in prepayments,
deposits and other receivables .... 5 , 2 0 9 (17,636) (13,934) (766) (27,411)
(Decrease)/increase in trade and bills
payables ............... (307,611) 142,203 231,928 201,793 384,224
Increase/(decrease) in other payables
and accruals ............. 1 0 9,577 26,425 121,266 (13,143) 48,530
Increase/(decrease) in contract
liabilities ............... 1 , 8 7 0 (2,774) 1,075 5,361 5,311
Increase/(decrease) in deferred
income ................ 6 7,791 (4,323) 40,004 30,992 6,923
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 320 ---
Year ended December 31,
Nine months ended
September 30,
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Cash generated from operations .... 4 6 0 ,849 598,919 890,463 683,200 835,859
Interest received ............ 1 , 5 5 4 4,473 17,353 12,288 14,877
Income taxes paid ............ (31,537) (75,879) (111,531) (75,766) (91,184)
Net cash flows from operating
activities ............... 4 3 0,866 527,513 796,285 619,722 759,552
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from disposal of items of
property, plant and equipment .... 7 4 0 1,709 137 137 4,037
Purchases of items of property, plant
and equipment ............ (445,330) (398,026) (814,824) (541,451) (716,933)
Purchases of intangible assets ..... (10,946) (6,041) (10,323) (7,898) (12,379)
Acquisition of land use rights ..... – – (2,364) – –
Placement of financial assets at fair
value through profit or loss ..... – – (1,316,000) (996,000) (823,800)
Withdrawal of financial assets at fair
value through profit or loss ..... – – 1,026,000 866,000 923,800
Payment of equity investment in
associate ............... –––– (12,000)
Investment income from financial
assets at fair value through
profit or loss ............. – – 7,504 4,537 3,305
Investment losses from derivative
financial instruments ......... – (22,506) (13,865) (10,042) (4,020)
Net cash flows used in investing
activities ............... (455,536) (424,864) (1,123,735) (684,717) (637,990)
CASH FLOWS FROM FINANCING
ACTIVITIES
New bank and other borrowings .... 4 2 3,991 320,369 220,801 134,069 268,904
Proceeds from issue of shares ..... – – 790,274 680,255 10,825
Dividend paid .............. – – (105,575) (105,575) (203,895)
Repayment of bank and other
borrowings .............. (277,787) (246,824) (193,105) (115,420) (115,020)
Interest paid ............... (12,445) (12,982) (13,949) (11,942) (12,071)
Payments of lease liabilities ...... (14,642) (14,727) (10,696) (8,398) (681)
Payments of A shares listing expenses . . (3,170) (1,981) (78,680) (78,680) –
Payments of H Shares listing
expenses ............... –––– (14,158)
Repurchase and cancelation of
forfeited restricted shares ...... –––– ( 536)
Placement of pledged deposits .... (376,413) (235,195) (4,988) (4,988) –
Withdrawal of pledged deposits .... 3 6 6,477 234,472 4,988 4,988 –
Net cash flows from/(used in)
financing activities .......... 1 0 6,011 43,132 609,070 494,309 (66,632)
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 321 ---
Year ended December 31,
Nine months ended
September 30,
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
NET INCREASE IN CASH AND
CASH EQUIV ALENTS ....... 81,341 145,781 281,620 429,314 54,930
Cash and cash equivalents at
beginning of year/period ....... 106,937 200,047 349,203 349,203 635,071
Effect of foreign exchange rate
changes, net ............. 11,769 3,375 4,248 13,603 12,424
CASH AND CASH EQUIV ALENTS
AT END OF YEAR/PERIOD ..... 200,047 349,203 635,071 792,120 702,425
ANALYSIS OF BALANCES OF
CASH AND CASH EQUIV ALENTS
Cash and bank balances ........ 24 281,110 431,267 721,281 871,847 795,477
Less: Pledged and restricted deposits. . . 24 (81,063) (82,064) (86,210) (79,727) (93,052)
Cash and cash equivalents as stated in
the statements of financial position
and the statements of cash flows . . 24 200,047 349,203 635,071 792,120 702,425
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 322 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at December 31,
As at
September 30,
Notes 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment. . 13 793,997 788,290 788,993 921,110
Right-of-use assets . . ....... 19,028 15,328 5,713 5,183
Intangible assets .......... 15 15,332 10,625 11,652 10,576
Investments in subsidiaries. . . . 16 437,005 599,912 979,672 1,079,672
Investment in an associate .... 17 – – – 12,000
Deferred tax assets . . ....... 18 23,116 22,440 41,979 –
Other non-current assets ..... 21 2,218 2,043 12,448 20,539
Total non-current assets ...... 1,290,696 1,438,638 1,840,457 2,049,080
CURRENT ASSETS
Inventories .............. 19 313,836 349,211 390,947 429,309
Trade and bills receivables .... 20 567,512 800,102 1,310,067 1,767,881
Prepayments, deposits and other
receivables ............. 21 372,175 444,535 622,621 853,748
Financial assets at fair value
through profit or loss ...... 22 – – 291,070 191,509
Financial assets at fair value
through other comprehensive
income ............... 23 – 13,012 1,048 1,427
Pledged and restricted deposits . 24 81,063 73,378 62,451 48,116
Cash and cash equivalents .... 24 145,331 188,504 364,608 525,740
Total current assets . . ....... 1,479,917 1,868,742 3,042,812 3,817,730
CURRENT LIABILITIES
Trade and bills payables ..... 25 780,495 869,217 1,027,109 1,580,708
Other payables and accruals . . . 26 88,049 112,637 241,771 175,672
Derivative financial
instruments . ........... 27 – 457 – –
Tax payable .............. – 27,348 30,897 20,616
Contract liabilities ......... 28 1,591 779 1,586 5,266
Interest-bearing bank and other
borrowings. ............ 30 139,994 111,428 180,982 172,328
Lease liabilities ........... 14,382 9,853 433 –
Total current liabilities ...... 1,024,511 1,131,719 1,482,778 1,954,590
NET CURRENT ASSETS .... 455,406 737,023 1,560,034 1,863,140
TOTAL ASSETS LESS
CURRENT LIABILITIES . . . 1,746,102 2,175,661 3,400,491 3,912,220
NON-CURRENT LIABILITIES
Interest-bearing bank and other
borrowings. ............ 30 105,092
 80,439 – 30,000
Lease liabilities ........... 2 4 0 4 3 3 – –
Deferred income .......... 29 69,327 67,203 107,109 106,311
Deferred tax liabilities ...... 18 67,572 68,923 68,317 36,334
Total non-current liabilities . . . 242,231 216,998 175,426 172,645
Net assets ............... 1,503,871 1,958,663 3,225,065 3,739,575
EQUITY
Share capital . . . . . ........ 31 380,000 380,000 425,265 425,235
Treasury shares ........... 31 – – (52,985) (51,793)
Reserves ................ 33 1,123,871 1,578,663 2,852,785 3,366,133
Total equity. . . . . ......... 1,503,871 1,958,663 3,225,065 3,739,575
APPENDIX I ACCOUNTANTS’ REPORT
– I-13 –


--- page 323 ---
II NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE INFORMATION
The Company was established under the laws of the People’s Republic of China (“ PRC”) in June 2002 and
converted into a joint stock company with limited liability in June 2020. In April 2024, the Company’s A Shares
were listed on the main board of the Shenzhen Stock Exchange (stock code: 001389). The registered office of the
Company is located in No.22 Baoying South Road, Bonded Zone, Guangzhou, Guangdong, PRC.
During the Relevant Periods, the Group was principally engaged in the manufacture and sale of printed circuit
boards (“PCBs”).
As at September 30, 2025, the Company had direct and indirect interests in its subsidiaries, all of which are
private limited liability companies, the particulars of which are set out below:
Name
Place and date of
incorporation/
registration and
place of operations
Nominal value
of issued
ordinary/
registered
share capital
Percentage of equity
attributable to
the Company
Principal activitiesDirect Indirect
ʮ̡
Delton Precision Circuits
(Huangshi) Inc.*
(notes (a), (b) and (c)) . .
PRC/the Chinese
Mainland
September 9,
2019
RMB680,000,000 100% − Manufacture and
sale of PCBs
ʮ̡
Delton Numerical Control
Technology (Dongguan)
Co., Ltd.* (notes (b), (c)
and (d)) ..........
PRC/the Chinese
Mainland
January 28, 2021
RMB100,000,000 100% − M anufacture and
processing of PCB
accessories
Delton Technology
International Limited
(notes (e)) .........
Hong Kong
January 3, 2019
USD42,000,000 100% − Trading of PCBs
Delton Investment Holdings
Limited (note (f)) .....
British Virgin
Islands
April 4, 2023
USD10,000 − 100% Investment holding
Delton Technology
(Thailand) Co., Ltd.
(note (f)) .........
Thailand
May 19, 2023
THB1,600,000,000 − 100% Manufacture and
sale of PCBs
Delton Technology Inc. . . . United States
April 1, 2025
USD3,000,000 – 100% Research,
development and
distribution of
PCBs
* The English names of the above companies registered in the PRC represent the best efforts made by the
directors of the Company in directly translating the Chinese names of these companies as no English
names have been registered.
APPENDIX I ACCOUNTANTS’ REPORT
– I-14 –


--- page 324 ---
Notes:
(a) The statutory financial statements of this entity for the year ended December 31, 2022 prepared under
China Accounting Standards for Business Enterprises (“CAS”) were audited by Grant Thornton
Zhitong Certified Public Accountants LLP (“౷ஷΥྫ ”), certified public
accountants registered in the PRC.
(b) The statutory financial statements of these entities for the year ended December 31, 2023 prepared
under CAS were audited by Grant Thornton Zhitong Certified Public Accountants LLP, certified public
accountants registered in the PRC.
(c) The statutory financial statements of these entities for the year ended December 31, 2024 prepared
under CAS were audited by RSM China Certified Public Accountants LLP (“ࣿ
౷ஷΥྫ”), certified public accountants registered in the PRC.
(d) No audited financial statements have been prepared for this entity for the year ended December 31,
2022.
(e) The statutory financial statements of this entity for the years ended December 31, 2022, 2023 and 2024
prepared under HKFRS Accounting Standards were audited by JOE PANG & CO, certified public
accountants registered in Hong Kong.
(f) No audited financial statements have been prepared for these entities for the years ended December 31,
2023 and 2024.
2.1 BASIS OF PREPARATION
The Historical Financial Information has been prepared in accordance with lFRS Accounting Standards,
which comprise all standards and interpretations approved by the International Accounting Standards Board
(“IASB”). All lFRS Accounting Standards effective for the accounting period commencing from January 1, 2025,
together with the relevant transitional provisions, have been early adopted by the Group in the preparation of the
Historical Financial Information throughout the Relevant Periods.
The Historical Financial Information has been prepared under the historical cost convention, except for
certain financial instruments which have been measured at fair value through profit or loss, or other comprehensive
income.
Basis of consolidation
The Historical Financial Information include the financial statements of the Group for the Relevant
Periods. A subsidiary is an 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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-15 –


--- page 325 ---
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 derecognizes the related assets (including goodwill),
liabilities, any non-controlling interest and the foreign currency translation reserve; and recognizes the fair
value of any investment retained and any resulting surplus or deficit in profit or loss. The Group’s share of
components previously recognized 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 IFRS ACCOUNTING STANDARDS
The Group has not applied the following new and revised lFRS Accounting Standards, that have been issued
but are not yet effective, in the Historical Financial Information. The Group intends to apply these revised and new
lFRS Accounting Standards, if applicable, when they become effective.
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its
Associate or Joint V enture
1
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial
Instruments 2
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity 2
Annual improvements to IFRSs
Accounting Standards – V olume 11
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 2
IFRS 18 Presentation and Disclosure in Financial Statements 3
IFRS 19 Subsidiaries without Public Accountability: Disclosures 3
1 No mandatory effective date yet determined but available for adoption
2 Effective for annual periods beginning on or after January 1, 2026
3 Effective for annual/reporting periods beginning on or after January 1, 2027
The Group is in the process of making a detailed assessment of the impact of these new and revised lFRS
Accounting Standards upon initial application. So far, the Group considers that these new and revised lFRS
Accounting Standards, except for IFRS 18, may result in changes in certain accounting policies and no significant
impact on the Group’s financial performance and financial position is expected in the period of initial application.
The application of IFRS 18 is not expected to have material impact on the financial position of the Group but is
expected to affect the presentation of the statement of profit or loss and other comprehensive income and statement
of cash flows and disclosures in the future financial information. The Group will continue to assess the impact of
IFRS 18 on the Group’s financial information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-16 –


--- page 326 ---
2.3 MATERIAL ACCOUNTING POLICY INFORMATION
Investments in associates
An associate is an entity in which the Group has a long term interest of generally not less than 20% of
the equity voting rights and over which it has significant influence. Significant influence is the power to
participate in the financial and operating policy decisions of the investee, but is not control or joint control
over those policies.
The Group’s investments in associate are stated in the consolidated statement of financial position at
the Group’s share of net assets under the equity method of accounting, less any impairment losses. The
Group’s share of the post-acquisition results and other comprehensive income of associate is included in the
profit or loss and other comprehensive income, respectively In addition, when there has been a change
recognised directly in the equity of the associate, the Group recognises its share of any changes, when
applicable, in the consolidated statement of changes in equity. Unrealised gains and losses resulting from
transactions between the Group and its associate are eliminated to the extent of the Group’s investments in the
associate, except where unrealised losses provide evidence of an impairment of the assets transferred.
Goodwill arising from the acquisition of associate is included as part of the Group’s investments in associate.
Upon loss of significant influence over the associate, the Group measures and recognises any retained
investment at its fair value. Any difference between the carrying amount of the associate upon loss of
significant influence and the fair value of the retained investment and proceeds from disposal is recognised in
profit or loss.
Fair value measurement
The Group measures its financial instruments at fair value at the end of each of the Relevant Periods.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based on the
presumption that the transaction to sell the asset or transfer the liability takes place either in the principal
market for the asset or liability, or in the absence of a principal market, in the most advantageous market for
the asset or liability. The principal or the most advantageous market must be accessible by the Group. The fair
value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their economic best interest.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximizing the use of relevant observable inputs and minimising the
use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the Historical Financial
Information are categorized within the fair value hierarchy, described as follows, based on the lowest level
input that is significant to the fair value measurement as a whole:
Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – based on valuation techniques for which the lowest level input that is significant to the fair
value measurement is observable, either directly or indirectly
Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable
For assets and liabilities that are recognized in the Historical Financial Information on a recurring
basis, 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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-17 –


--- page 327 ---
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is required
(other than inventories, deferred tax assets and financial assets), the asset’s recoverable amount is estimated.
An asset’s recoverable amount is the higher of the asset’s or cash-generating unit’s 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 recognized only if the carrying amount of an asset exceeds its recoverable
amount. In assessing value in use, the estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. An impairment loss is charged to profit or loss in the period in which it arises in those
expense categories consistent with the function of the impaired asset.
An assessment is made at the end of each of the Relevant Periods as to whether there is an indication
that previously recognized impairment losses may no longer exist or may have decreased. If such an
indication exists, the recoverable amount is estimated. A previously recognized impairment loss of an asset
other than goodwill is reversed only if there has been a change in the estimates used to determine the
recoverable amount of that asset, but not to an amount higher than the carrying amount that would have been
determined (net of any depreciation/amortization) had no impairment loss been recognized for the asset in
prior years. A reversal of such an impairment loss is credited to profit or loss in the period in which it arises.
Related parties
A party is considered to be related to the Group if:
(a) the party is a person or a close member of that person’s family and that person
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or of a parent of the Group;
or
(b) the party is an entity where any of the following conditions applies:
(i) the entity and the Group are members of the same group;
(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or
subsidiary of the other entity);
(iii) the entity and the Group are joint ventures of the same third party;
(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third
entity;
(v) the entity is a post-employment benefit plan for the benefit of employees of either the
Group or an entity related to the Group;
(vi) the entity is controlled or jointly controlled by a person identified in (a);
(vii) a person identified in (a)(i) has significant influence over the entity or is a member of the
key management personnel of the entity (or of a parent of the entity); and
(viii) the entity, or any member of a group of which it is a part, provides key management
personnel services to the Group or to the parent of the Group.
APPENDIX I ACCOUNTANTS’ REPORT
– I-18 –


--- page 328 ---
Property, plant and equipment and depreciation
Property, plant and equipment, other than construction in progress, are stated at cost less accumulated
depreciation and any impairment losses. The cost of an item of property, plant and equipment comprises its
purchase price and any directly attributable costs of bringing the asset to its working condition and location
for its intended use.
Expenditure incurred after items of property, plant and equipment have been put into operation, such as
repairs and maintenance, is normally charged to profit or loss in the period in which it is incurred. In
situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalized 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 recognizes 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:
Freehold land Not depreciated
Buildings 3.00% to 18.00%
Machinery 7.50% to 18.00%
Tools 9.00% to 18.00%
Others 9.00% to 33.33%
Where parts of an item of property, plant and equipment have different useful lives, the cost of that item
is allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values,
useful lives and the depreciation methods are reviewed, and adjusted if appropriate, at least at each financial
year end.
An item of property, plant and equipment including any significant part initially recognized is
derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any
gain or loss on disposal or retirement recognized in profit or loss in the year the asset is derecognized is the
difference between the net sales proceeds and the carrying amount of the relevant asset.
Construction in progress is stated at cost less any impairment losses, and is not depreciated. It is
reclassified to the appropriate category of property, plant and equipment when completed and ready for use.
Intangible assets (other than goodwill)
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible
assets acquired in a business combination is the fair value at the date of acquisition. The useful lives of
intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are
subsequently amortized over the useful economic life and assessed for impairment whenever there is an
indication that the intangible assets may be impaired. The amortization period and the amortization method
for intangible assets with a finite useful life are reviewed at least at each financial year end.
Software 3 to 5 years
Licences 3 to 5 years
The estimated useful lives of intangible assets are determined by considering the period of the
economic benefits to the Group or the periods of validity of intangible assets protected by the relevant laws,
as well as by referring to the industry practice.
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 329 ---
Research and development costs
All research costs are charged to profit or loss as incurred.
Expenditure incurred on projects to develop new products is capitalized and deferred only when the
Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available
for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate
future economic benefits, the availability of resources to complete the project and the ability to measure
reliably the expenditure during the development. Product development expenditure which does not meet these
criteria is expensed when incurred.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time
in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term
leases and leases of low-value assets. The Group recognizes 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 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 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 recognized, initial direct costs incurred, and lease payments
made at or before the commencement date less any lease incentives received. Right-of-use assets are
depreciated on a straight-line basis over the shorter of the lease terms and the estimated useful lives of the
assets as follows:
Buildings 2 to 5 years
Land use rights 40 to 50 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 recognized 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 recognized 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
The Group applies the short-term lease recognition exemption to its short-term leases of buildings (that
is those leases that have a lease term of 12 months or less from the commencement date and do not contain a
purchase option).
Lease payments on short-term leases are recognized as an expense on a straight-line basis over the
lease term.
Group as a seller-lessee
The Group applies the requirements of IFRS 15 to assess whether a sale and leaseback transaction
constitutes a sale by the Group.
For a transfer that does not satisfy the requirements as a sale, the Group as a seller-lessee continues to
recognize the assets and accounts for the transfer proceeds as other borrowings within the scope of IFRS 9.
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair
value through other comprehensive income, and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s business model for managing them. With the exception of trade
receivables that do not contain a significant financing component or for which the Group has applied the
practical expedient of not adjusting the effect of a significant financing component, the Group initially
measures a financial asset at its fair value, plus in the case of a financial asset not at fair value through profit
or loss, transaction costs. Trade receivables that do not contain a significant financing component or for
which the Group has applied the practical expedient are measured at the transaction price determined under
IFRS 15 in accordance with the policies set out for “Revenue recognition” below.
In order for a financial asset to be classified and measured at amortized cost or fair value through other
comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest
(“SPPI”) on the principal amount outstanding. 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
amortized cost are held within a business model with the objective to hold financial assets in order to collect
contractual cash flows, while financial assets classified and measured at fair value through other
comprehensive income are held within a business model with the objective of both holding to collect
contractual cash flows and selling. 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 recognized 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:
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Financial assets at amortized cost (debt instruments)
Financial assets at amortized cost are subsequently measured using the effective interest method and
are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized,
modified or impaired.
Financial assets at fair value through other comprehensive income (debt instruments)
For financial assets at fair value through other comprehensive income, interest income, foreign
exchange revaluation and impairment losses or reversals are recognized in profit or loss and computed in the
same manner as for financial assets measured at amortized cost. The remaining fair value changes are
recognized in other comprehensive income. Upon derecognition, the cumulative fair value change recognized
in other comprehensive income is recycled to profit or loss.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the statement of financial position at
fair value with net changes in fair value recognized in 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 derecognized (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 recognize the transferred asset to the extent of its
continuing involvement. In that case, the Group also recognizes 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.
Impairment of financial assets
The Group recognizes an allowance for expected credit losses (“ ECLs”) for all debt instruments not
held at fair value through profit or loss (“FVTPL”). 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 recognized 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 a financial asset in default when contractual payments are 90 days past due.
However, in certain cases, the Group may also consider a financial asset to be in default when internal or
external information indicates that the Group is unlikely to receive the outstanding contractual amounts in
full before taking into account any credit enhancements held by the Group.
A financial asset is written off when there is no reasonable expectation of recovering the contractual
cash flows.
Financial assets at amortized cost are subject to impairment under the general approach and they are
classified within the following stages for measurement of ECLs except for trade and bills receivables which
apply the simplified approach as detailed below.
Stage 1 Financial instruments for which credit risk has not increased significantly since
initial recognition and for which the loss allowance is measured at an amount equal to
12-month ECLs
Stage 2 Financial instruments for which credit risk has increased significantly since initial
recognition but that are not credit-impaired financial assets and for which the loss
allowance is measured at an amount equal to lifetime ECLs
Stage 3 Financial assets that are credit-impaired at the reporting date (but that are not
purchased or originated credit-impaired) and for which the loss allowance is
measured at an amount equal to lifetime ECLs
Simplified approach
For trade receivables that do not contain a significant financing component or when the Group applies
the practical expedient of not adjusting the effect of a significant financing component, the Group applies the
simplified approach in calculating ECLs. Under the simplified approach, the Group does not track changes in
credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group
has established a provision matrix that is based on its historical credit loss experience, adjusted for
forward-looking factors specific to the debtors and the economic environment.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as loans and borrowings, or payables, as
appropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and bills payables, other payables and accruals,
interest-bearing bank and other borrowings.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at amortized cost (trade and bills payables, other payables and accruals,
interest-bearing bank and other borrowings)
After initial recognition, trade and bills payables, other payables and accruals, interest-bearing bank
and other borrowings are subsequently measured at amortized 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 recognized in profit or loss when the liabilities are derecognized as well as through the effective interest
rate amortization process.
APPENDIX I ACCOUNTANTS’ REPORT
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Amortized 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 amortization is included
in finance costs in profit or loss.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or canceled,
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 recognized in profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the statement of
financial position if there is a currently enforceable legal right to offset the recognized amounts and there is
an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
Derivative financial instruments
Derivatives are initially recognized at fair value at the date when derivative contracts are entered into
and are subsequently remeasured to their fair value at the end of each of the Relevant Periods. Derivatives are
carried as assets when the fair value is positive and as liabilities when the fair value is negative. The resulting
gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a
hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the
hedge relationship.
Treasury shares
Own equity instruments which are reacquired and held by the Company (treasury shares) are
recognized directly in equity at cost. No gain or loss is recognized in profit or loss on the purchase, sale, issue
or cancelation of the Group’s own equity instruments.
Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined on the weighted
average cost basis and, in the case of work in progress and finished goods, comprises direct materials, direct
labour and an appropriate proportion of overheads. Net realizable value is based on estimated selling prices
less any estimated costs to be incurred to completion and disposal. The amount of write down of inventories
to net realizable value is recognized as other expenses in the period in which the write down occurs.
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.
Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognized outside profit
or loss is recognized outside profit or loss, either in other comprehensive income or directly in equity.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to
the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by
the end of each of the Relevant Periods, taking into consideration interpretations and practices prevailing in
the countries in which the Group operates.
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Deferred tax is provided, using the liability method, on all temporary differences at the end of each of
the Relevant Periods between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes.
Deferred tax liabilities are recognized 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.
Deferred tax assets are recognized for all deductible temporary differences, and the carryforward of
unused tax credits and any unused tax losses. Deferred tax assets are recognized 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 utilized, 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 recognized 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 utilized.
The carrying amount of deferred tax assets is reviewed at the end of each of the Relevant Periods and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or
part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at the end of each
of the Relevant Periods and are recognized 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 realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of each of the Relevant Periods.
Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally
enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and
deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable
entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis,
or to realize the assets and settle the liabilities simultaneously, in each future period in which significant
amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Government grants
Government grants are recognized 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 recognized 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 profit or loss over the expected useful life of the relevant asset by equal annual installments or
deducted from the carrying amount of the asset and released to profit or loss by way of a reduced depreciation
charge.
APPENDIX I ACCOUNTANTS’ REPORT
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Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognized when control of goods or services is transferred
to the customers at an amount that reflects the consideration to which 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 recognized will not occur
when the associated uncertainty with the variable consideration is subsequently resolved.
Sale of PCBs
Revenue from the sale of PCBs is recognized at the point in time when control of the asset is transferred
to the customers, generally on delivery of the PCBs.
Other income
Interest income is recognized on an accrual basis using the effective interest method by applying the
rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument
or a shorter period, when appropriate, to the net carrying amount of the financial asset.
Contract liabilities
A contract liability is recognized when a payment is received or a payment is due (whichever is earlier)
from a customer before the Group transfers the related services. Contract liabilities are recognized as revenue
when the Group performs under the contract (i.e., transfers control of the related services to the customer).
Employee benefits
Pension scheme
The employees of the Company and its subsidiaries which operate in the 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 proportion of its payroll costs to the central pension scheme.
The contributions are charged to profit or loss as they become payable in accordance with the rules of the
central pension scheme.
Housing fund – the Chinese Mainland
The Group contributes on a monthly basis to a defined contribution housing fund plan operated by the
local municipal government. Contributions to this plan by the Group are expensed as incurred.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying
assets, i.e., assets that necessarily take a substantial period of time to get ready for their intended use or sale,
are capitalized as part of the cost of those assets. The capitalization of such borrowing costs ceases when the
assets are substantially ready for their intended use or sale. All other borrowing costs are expensed in the
period in which they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in
connection with the borrowing of funds.
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Events after the reporting period
If the Group receives information after the reporting period, but prior to the date of authorisation for
issue, about conditions that existed at the end of the reporting period, it will assess whether the information
affects the amounts that it recognizes in its financial statements. The Group will adjust the amounts
recognized in its financial statements to reflect any adjusting events after the reporting period and update the
disclosures that relate to those conditions in light of the new information. For non-adjusting events after the
reporting period, the Group will not change the amounts recognized in its financial statements, but will
disclose the nature of the non-adjusting events and an estimate of their financial effects, or a statement that
such an estimate cannot be made, if applicable.
Dividends
Final dividends are recognized as a liability when they are approved by the shareholders in a general
meeting. Proposed final dividends are disclosed in the notes to Historical Financial Information. Interim
dividends are simultaneously proposed and declared, because the Company’s memorandum and articles of
association grant the directors the authority to declare interim dividends. Consequently, interim dividends are
recognized immediately as a liability when they are proposed and declared.
Share-based payments
The Company operates a share award scheme. 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 on which they are granted.
The cost of equity-settled transactions is recognized in employee benefit expense, together with a
corresponding increase in equity, over the period in which the service conditions are fulfilled. The cumulative
expense recognized for equity-settled transactions at the end of each of the Relevant Periods until the vesting
date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of
equity instruments that will ultimately vest. The charge or credit to profit or loss for a period represents the
movement in the cumulative expense recognized 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 recognized. 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 recognized as if
the terms had not been modified, if the original terms of the award are met. In addition, an expense is
recognized 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.
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 canceled award, and is designated as a
replacement award on the date that it is granted, the canceled and new awards are treated as if they were a
modification of the original award, as described in the previous paragraph.
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Foreign currencies
The Historical Financial Information is presented in RMB, which is the Company’s functional
currency. Each entity in the Group determines its own functional currency and items included in the Historical
Financial Information of each entity are measured using that functional currency. Foreign currency
transactions recorded by the entities in the Group are initially recorded using their respective functional
currency rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in
foreign currencies are translated at the functional currency rates of exchange ruling at the end of each of the
Relevant Periods. Differences arising on settlement or translation of monetary items are recognized in profit
or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated
using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in
a foreign currency are translated using the exchange rates at the date when the fair value was measured. The
gain or loss arising on translation of a non-monetary item measured at fair value is treated in line with the
recognition of the gain or loss on change in fair value of the item (i.e., translation difference on the item
whose fair value gain or loss is recognized in other comprehensive income or profit or loss is also recognized
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 recognizes 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 currency of one overseas subsidiary is currency other than RMB. As at the end of each
of the Relevant Periods, the assets and liabilities of this entity are translated into RMB at the exchange rate
prevailing at the end of the reporting period and its statement of profit or loss is translated into RMB at the
weighted average exchange rate for each of the year or period.
The resulting exchange differences are recognized 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 recognized in profit or loss.
For the purpose of the consolidated statement of cash flows, the cash flows of overseas subsidiary are
translated into RMB at the exchange rates ruling at the dates of the cash flows. Frequently recurring cash
flows of the overseas subsidiary which arise throughout the reporting periods are translated into RMB at the
weighted average exchange rate for each of the reporting periods.
3. SIGNIFICANT ACCOUNTING JUDGMENT AND ESTIMATES
The preparation of the Group’s Historical Financial Information requires management to make judgments,
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.
Judgments
In the process of applying the Group’s accounting policies, management has made the following
judgments, apart from those involving estimations, which have the most significant effect on the amounts
recognized in the financial statements:
APPENDIX I ACCOUNTANTS’ REPORT
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Deferred tax assets
Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable
profit will be available against which the losses can be utilized. Significant management judgment is required
to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the
level of future taxable profits, together with future tax planning strategies.
The Group has tax losses of RMB28,630,000, RMB72,499,000, RMB113,904,000 and
RMB106,977,000 carried forward as at December 31, 2022, 2023 and 2024 and September 30, 2025,
respectively. These losses related to subsidiaries that have a history of losses, have not expired, and may not
be used to offset taxable income elsewhere in the Group. The subsidiaries have neither any taxable temporary
difference nor any tax planning opportunities available that could partly support the recognition of these
losses as deferred tax assets. On this basis, the Group has determined that it cannot recognize deferred tax
assets on the tax losses carried forward.
If the Group had been able to recognize all unrecognized deferred tax assets, the profit and equity
would have increased by RMB7,157,000, RMB11,269,000, RMB16,799,000 and RMB18,780,000 for the
years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, respectively.
Further details on deferred tax are disclosed in note 18 to the Historical Financial Information.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end
of each of the Relevant Periods, that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year, are described below.
Provision for expected credit losses on trade receivables
For the ECLs for trade receivables assessed on collective basis, the Group uses a provision matrix to
calculate. The provision rates are based on invoice date for groupings of various customer segments that have
similar loss patterns.
The provision matrix is initially based on the Group’s historical observed default rates. The Group will
calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For
instance, if forecast economic conditions (i.e., gross domestic product) are expected to deteriorate over the
next year which can lead to an increased number of defaults, 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 analyzed.
The assessment of the correlation among historical observed default rates, forecast economic
conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances
and forecast economic conditions. The Group’s historical credit loss experience and forecast of economic
conditions may also not be representative of a customer’s actual default in the future. The information about
the ECLs on the Group’s trade receivables is disclosed in note 19 to the Historical Financial Information.
Write-down of inventories to net realizable value
The Group reviews the carrying amounts of the inventories at the end of each of the Relevant Periods to
determine whether the inventories are carried at the lower of cost and net realizable value. The net realizable
value is estimated based on the current market situation and historical experience on similar inventories. Any
changes in the assumptions would increase or decrease the amounts of inventories written down or the related
reversals of write-down and affect the Group’s financial position.
Share-based payments
The Group makes the best estimate of the number of exercisable equity instruments at the end of each
of the Relevant Periods during the waiting period. Share-based payment expenses are recognized based on the
fair value on the grant date and the latest subsequent information obtained. The Group has evaluated the fair
value of the equity instruments on the grant date based on the recent transaction price and Black-Scholes
model, and also estimated the number of exercisable equity instruments.
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 (for example, when leases are not in the subsidiary’s functional currency).
The Group estimates the IBR using observable inputs (such as market interest rates) when available and is
required to make certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating).
4. OPERATING SEGMENT INFORMATION
Management monitors the operating results of the Group’s operating segment as a whole for the purpose of
making decisions about resource allocation and performance assessment.
Geographical information
(a) Revenue from external customers
Revenue is attributed to geographical areas based on the delivery destination. Revenue based on the
delivery destination for each of the Relevant Periods and the nine months ended September 30, 2024 is
presented as follows:
Segments Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
the Chinese Mainland ....... 534,291 618,593 1,051,532 731,206 1,309,242
Outside the Chinese Mainland* . . 1,878,096 2,059,677 2,682,753 1,949,454 2,525,887
Total revenue ........... 2,412,387 2,678,270 3,734,285 2,680,660 3,835,129
* The delivery destinations outside the Chinese Mainland include the delivery of bonded zones.
The Group were not aware of any significant overseas tax exposure regarding sales for locations
outside the Chinese Mainland.
(b) Non-current assets
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
the Chinese Mainland ...... 1,791,813 1,919,499 2,065,982 2,387,075
Outside the Chinese Mainland . – 39,123 695,444 896,177
Total non-current assets ..... 1,791,813 1,958,622 2,761,426 3,283,252
APPENDIX I ACCOUNTANTS’ REPORT
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The non-current asset information above is based on the locations of the assets and excludes deferred
tax assets.
Information about major customers
Revenue from the major customers which amounted to 10% or more of the Group’s revenue is set out
below:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Customer I ............. 639,883 713,563 918,963 670,193 688,960
Customer II ............ 395,415 533,268 607,612 455,608 666,469
5. REVENUE, OTHER INCOME AND GAINS
An analysis of revenue is as follows:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue from contracts with customers . . 2,412,387 2,678,270 3,734,285 2,680,660 3,835,129
Revenue from contracts with customers
(a) Disaggregated revenue information
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Types of products
PCBs .............. 2,271,786 2,537,136 3,479,380 2,519,235 3,574,731
Others .............. 140,601 141,134 254,905 161,425 260,398
Total revenue from contracts with
customers ............ 2,412,387 2,678,270 3,734,285 2,680,660 3,835,129
Geographical markets
the Chinese Mainland ...... 534,291 618,593 1,051,532 731,206 1,309,242
Outside the Chinese Mainland. . 1,878,096 2,059,677 2,682,753 1,949,454 2,525,887
Total revenue from contracts with
customers ............ 2,412,387 2,678,270 3,734,285 2,680,660 3,835,129
Timing of revenue recognition
Goods transferred at a point
i n t i m e............ 2,412,387 2,678,270 3,734,285 2,680,660 3,835,129
APPENDIX I ACCOUNTANTS’ REPORT
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The following table shows the amounts of revenue recognized during the Relevant Periods that were
included in the contract liabilities at the beginning of each of the Relevant Periods.
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue recognized that was
included in contract liabilities
at the beginning of
the reporting period:
PCBs .............. 7,207 9,078 6,304 4,885 6,384
(b) Performance obligations
Information about the Group’s performance obligations is summarized below:
Sale of PCBs
The performance obligation is satisfied upon the customer’s acceptance of the PCBs. The
payment is generally due within 90 to 120 days from delivery, except for new customers, where
payment in advance is normally required.
All sales of PCBs are for periods of one year or less. As permitted under IFRS 15, the transaction
price allocated to these unsatisfied contracts is not disclosed.
An analysis of other income and gains is as follows:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Other income
Interest income .............. 1,554 4,473 17,353 12,288 14,877
Government grants* ............ 11,199 18,841 21,859 16,152 21,419
Others ................... 8 7 7 3 4 5 4 1 6 3 1 4 1,477
Total other income ............. 13,630 23,659 39,628 28,754 37,773
Gains
Gains on foreign exchange differences. . . 71,074 8,936 48,612 4,098 1,514
Fair value gains on financial assets at
fair value through profit or loss ..... – – 2,972 1,693 3,686
Fair value gains on derivative financial
instruments at fair value through
profit or loss .............. – – – 8 7 5 6,188
Others ................... 6––– 1 54
Total gains ................. 71,080 8,936 51,584 6,666 11,542
Total other income and gains ....... 84,710 32,595 91,212 35,420 49,315
* Government grants mainly represent incentives received from local governments for the purpose of
compensation on R&D contribution, local economic contribution and purchases of items of property,
plant and equipment. There are no unfulfilled conditions or contingencies relating to these grants.
APPENDIX I ACCOUNTANTS’ REPORT
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6. PROFIT BEFORE TAX
The Group’s profit before tax is arrived at after charging/(crediting):
Year ended December 31,
Nine months ended
September 30,
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Cost of inventories sold ........... 1,783,719 1,786,428 2,487,825 1,787,983 2,498,591
Depreciation of property, plant and
equipment ................. 13 121,406 143,999 153,462 116,625 149,960
Depreciation of right-of-use assets ...... 15,249 14,412 12,404 8,295 2,393
Amortization of intangible assets* ...... 15 7,641 10,173 10,967 8,059 10,844
Research and development costs ....... 115,095 120,589 179,197 130,512 193,920
Lease payments not included in the
measurement of lease liabilities ...... 14(c) 745 419 1,236 666 8,272
Employee benefit expenses (excluding
directors’ and chief executive’s
remuneration (note 8)):
Wages, salaries and other allowances ..... 337,123 339,989 458,315 286,851 435,844
Pension scheme contributions** ....... 39,428 37,570 39,483 33,039 51,120
Share-based payment expenses ........ 6,872 5,724 14,968 2,161 45,282
Total ..................... 383,423 383,283 512,766 322,051 532,246
Impairment losses on financial assets, net . . (3,439) 11,495 17,870 11,618 26,723
Write-down of inventories to net realizable
value .................... 66,937 33,331 71,771 45,129 60,333
Fair value losses/(gains) on derivative
financial instruments ........... 21,160 41,537 14,929 (875) (6,188)
Net losses/(gains) on disposal of property,
plant and equipment ............ 1,091 2,008 777 510 (67)
H Shares listing expenses ........... –––– 1,318
Net gains on disposal of right-of-use assets. . – (43) (23) – –
* The amortization of intangible assets are included in “Cost of sales”, “Administrative expenses” and
“Research and development costs” in profit or loss.
** There are no forfeited contributions that may be used by the Group as the employer to reduce the
existing level of contributions.
7. FINANCE COSTS
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Interest on bank and other borrowings . . . 10,742 13,074 16,113 12,260 14,425
Interest on lease liabilities ......... 9 2 4 1,318 212 140 41
Less: Interest capitalized ......... – (465) (458) (458) –
Total .................... 11,666 13,927 15,867 11,942 14,466
APPENDIX I ACCOUNTANTS’ REPORT
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8. DIRECTORS’ AND SUPERVISORS’ REMUNERATION
Directors’ and supervisors’ remuneration for the Relevant Periods and the nine months ended September 30,
2024 is set out below:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Fees .................... 1 8 2 1 9 0 1 9 0 1 4 2 1 9 6
Other emoluments:
Salaries, allowances and benefits in
kind .................. 3,742 4,421 4,305 3,351 2,957
Performance related bonuses ...... 3,675 3,541 3,607 2,566 2,645
Share-based payment expenses ..... 5 2 0 8 3 0 4 1 8 2 0 8 –
Pension scheme contributions ..... 1 5 8 1 3 1 1 8 4 1 3 6 1 2 9
Subtotal .................. 8,095 8,923 8,514 6,261 5,731
Total .................... 8,277 9,113 8,704 6,403 5,927
(a) Independent non-executive directors
The fees paid to independent non-executive directors during the Relevant Periods and the nine months
ended September 30, 2024 were as follows:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Mr. FENG Quanyuan ....... 2 0––––
M s . L I Y i n g............ 9 1 9 5 9 5 7 1 8 0
Ms. CHEN Limei ......... 7 1 9 5 9 5 7 1 8 0
Mr. SHI Ling (ii) ......... –––– 3 6
Total ................ 1 8 2 1 9 0 1 9 0 1 4 2 1 9 6
There were no other emoluments payable to the independent non-executive directors during the
Relevant Periods and the nine months ended September 30, 2024.
APPENDIX I ACCOUNTANTS’ REPORT
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(b) Executive directors and non-executive director
Fees
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Share-based
payment
expenses
Pension
scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Year ended December 31, 2022
Executive directors:
Mr. XIAO Hongxing ...... ––––––
Ms. ZENG Hong (iii) ...... – 1,707 2,290 – 15 4,012
Subtotal ........... – 1,707 2,290 – 15 4,012
Non-executive director:
Ms. LIU Jinchan ........ ––––––
Supervisors:
Mr. HUANG Jinguang (i) .... – 9 5 2 6 9 7 3 2 7 5 2 2,028
Mr. PENG Jinghui (iv) ..... – 5 8 3 4 4 1 7 4 4 7 1,145
Mr. ZHOU Zhiyong (v) ..... – 5 0 0 2 4 7 1 1 9 4 4 9 1 0
Subtotal ........... – 2,035 1,385 520 143 4,083
Total ............. – 3,742 3,675 520 158 8,095
Fees
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Share-based
payment
expenses
Pension
scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Year ended December 31, 2023
Executive directors:
Mr. XIAO Hongxing ...... ––––––
Ms. ZENG Hong (iii) ...... – 1,840 2,140 – 15 3,995
Subtotal ........... – 1,840 2,140 – 15 3,995
Non-executive director:
Ms. LIU Jinchan ........ ––––––
Supervisors:
Mr. HUANG Jinguang (i) .... – 1,171 627 679 48 2,525
Mr. PENG Jinghui (iv) ..... – 8 6 8 5 6 4 4 2 3 4 1,508
Mr. ZHOU zhiyong (v) ..... – 5 4 2 2 1 0 1 0 9 3 4 8 9 5
Subtotal ........... – 2,581 1,401 830 116 4,928
Total ............. – 4,421 3,541 830 131 8,923
APPENDIX I ACCOUNTANTS’ REPORT
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Fees
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Share-based
payment
expenses
Pension
scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Year ended December 31, 2024
Executive directors:
Mr. XIAO Hongxing ...... ––––––
Ms. ZENG Hong (iii) ...... – 1,720 2,266 – 19 4,005
Subtotal ........... – 1,720 2,266 – 19 4,005
Non-executive director:
Ms. LIU Jinchan ........ ––––––
Supervisors:
Mr. HUANG Jinguang (i) .... – 4 1 0 – 4 1 8 2 2 8 5 0
Mr. PENG Jinghui (iv) ..... – 1,073 909 – 53 2,035
Mr. ZHOU zhiyong (v) ..... – 7 5 7 3 5 1 – 5 3 1,161
Ms. XUE Jing (v) ....... – 3 4 5 8 1 – 3 7 4 6 3
Subtotal ........... – 2,585 1,341 418 165 4,509
Total ............. – 4,305 3,607 418 184 8,514
Fees
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Share-based
payment
expenses
Pension
scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Nine months ended September
30, 2024 (unaudited)
Executive directors:
Mr. XIAO Hongxing ...... ––––––
Ms. ZENG Hong (iii) ...... – 1,291 1,605 – 13 2,909
Subtotal ........... – 1,291 1,605 – 13 2,909
Non-executive director:
Ms. LIU Jinchan ........ ––––––
Supervisors:
Mr. HUANG Jinguang (i) .... – 4 2 0 3 1 4 2 0 8 2 2 9 6 4
Mr. PENG Jinghui (iv) ..... – 8 2 2 4 2 3 – 3 7 1,282
Mr. ZHOU zhiyong (v) ..... – 5 6 1 1 5 8 – 3 7 7 5 6
Ms. XUE Jing (v) ....... – 2 5 7 6 6 – 2 7 3 5 0
Subtotal ........... – 2,060 961 208 123 3,352
Total ............. – 3,351 2,566 208 136 6,261
APPENDIX I ACCOUNTANTS’ REPORT
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Fees
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Share-based
payment
expenses
Pension
scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Nine months ended September
30, 2025
Executive directors:
Mr. XIAO Hongxing ...... ––––––
Ms. ZENG Hong (iii) ...... – 1,365 1,700 – 18 3,083
Mr. PENG Jinghui (iv) ..... – 9 0 9 6 8 2 – 5 2 1,643
Subtotal ........... – 2,274 2,382 – 70 4,726
Non-executive director:
Ms. LIU Jinchan ........ ––––––
Supervisors:
Mr. ZHOU zhiyong (v) ..... – 2 8 6 1 1 7 – 2 2 4 2 5
Ms. XUE Jing (v) ....... – 8 1 – – 1 0 9 1
Subtotal ........... – 3 6 7 1 1 7 – 3 2 5 1 6
Total ............. – 2,641 2,499 – 102 5,242
Notes:
(i) Mr. HUANG Jinguang resigned as a supervisor in April 2024.
(ii) Mr. SHI Ling was appointed as the independent non-executive director of the Company with
effect from May 2025.
(iii) Ms. ZENG Hong was appointed as the chief executive of the Company.
(iv) Mr. PENG Jinghui was appointed as the executive director of the Company with effect from May
2025.
(v) The Company dissolved the supervisory committee with effect from May 2025.
There were no emoluments payable to the non-executive directors during the Relevant Periods and the
nine months ended September 30, 2024.
There was no arrangement under which a director or a supervisor waived or agreed to waive any
remuneration during the Relevant Periods and the nine months ended September 30, 2024.
APPENDIX I ACCOUNTANTS’ REPORT
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9. FIVE HIGHEST PAID EMPLOYEES
The five highest paid employees of the Group included one director (who was also appointed as the chief
executive) during the Relevant Periods and the nine months ended September 30, 2024, details of whose
remuneration are set out in note 8 above. Details of the remuneration of the remaining four highest paid employees
who are neither a director, chief executive nor supervisor of the Company are as follows:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries, allowances and benefits in kind . 4,436 4,795 4,602 3,475 2,172
Performance related bonuses ....... 4,038 4,070 6,448 4,495 8,058
Share-based payment expenses ...... 3,105 3,066 1,860 1,022 2,574
Pension scheme contributions ....... 1 4 5 1 4 0 1 6 6 1 2 3 1 0 1
Total .................... 11,724 12,071 13,076 9,115 12,905
The number of non-director and non-supervisor highest paid employees whose remuneration fell within the
following bands is as follows:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(Unaudited)
HK$2,000,001 to HK$2,500,000 ...... –––2–
HK$2,500,001 to HK$3,000,000 ...... 22–21
HK$3,000,001 to HK$3,500,000 ...... –12–1
HK$3,500,001 to HK$4,000,000 ...... 1 − 2 – 1
HK$4,000,001 to HK$4,500,000 ...... –1––1
HK$4,500,001 to HK$5,000,000 ...... 1––––
Total .................... 44444
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/or operate.
Hong Kong
The subsidiary incorporated in Hong Kong was subject to Hong Kong profits tax at the rate of 16.5% on
the estimated assessable profits arising in Hong Kong for the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
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Thailand
Under the investment preferential policy of the Thailand Board of Investment (“ BOI”), The subsidiary
incorporated in Thailand is exempt from taxation on the estimated assessable profits arising in Thailand, with
a tax exemption ceiling of THB4,002,430,000. The preferential policy is effective from the subsidiary
operation and remain valid for a period of up to 8 years.
British Virgin Islands
The subsidiary incorporated in British Virgin Islands was exempted from income tax for the Relevant
Periods.
United States
The subsidiary incorporated in United States was subject to the federal corporate income tax rate at
21% for the nine months ended September 30, 2025. The subsidiary also subject to the state income tax in
California at a rate of 8.84% for the nine months ended September 30, 2025.
the Chinese Mainland
Pursuant to the Corporate Income Tax Law of the PRC and the respective regulations (the “ CIT Law”),
the subsidiaries which operate in the Chinese Mainland were subject to CIT at a rate of 25% on the taxable
income except those which are subject to tax concession as set out below:
(a) In 2020, the Company was accredited as a High and New Technology Enterprise (“HNTE”) for
the consecutive three years hereafter. The Company renewed the HNTE status after the
expiration in 2023, and the status of the HNTE is valid until 2025. Therefore the Company was
entitled to a preferential CIT rate of 15% for the Relevant Periods.
(b) In 2023, a subsidiary was accredited as an HNTE, and was entitled to a preferential CIT rate of
15% for the years ended December 31, 2023 and 2024 and the nine months ended September 30,
2025.
The income tax expenses of the Group for the Relevant Periods and the nine months ended September 30,
2024 are as follows:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Current income tax ............ 31,536 75,881 111,530 78,957 91,184
Deferred income tax ............ (542) 6,316 (25,149) (15,452) 8,461
Total .................... 30,994 82,197 86,381 63,505 99,645
APPENDIX I ACCOUNTANTS’ REPORT
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A reconciliation of the tax expense applicable to profit before tax at the statutory tax rate for the country in
which the Company and the majority of its subsidiaries are domiciled and/or operate to the tax expense at the
effective tax rate is as follows:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Profit before tax .............. 310,645 496,883 762,481 556,000 823,464
Tax at the statutory tax rate ........ 46,597 74,532 114,372 83,400 123,520
Effect on different tax rates ........ (4,472) 307 (26) 286 (1,574)
Effect on opening deferred tax of decrease
in rates ................. – 11,547 – – –
Adjustments in respect of current tax of
previous periods ............. (847) 3 – – 669
Expenses not deductible for tax ...... 1,439 1,643 1,237 631 718
Additional deductible allowance for
qualified research and development
costs .................. (18,387) (17,897) (26,322) (19,577) (27,477)
Additional deductible allowance for
high-tech enterprise equipment cost . . . (8,192) ––––
Utilization of previously unrecognized tax
losses and deductible temporary
differences ............... ( 3 ) (4,512) (10,065) (3,100) (8,480)
Tax losses and deductible temporary
differences not recognized ....... 14,859 16,574 7,185 1,865 12,269
Tax charge at the Group’s effective tax
rate ................... 30,994 82,197 86,381 63,505 99,645
11. DIVIDEND
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Final dividend in respect of the previous
year, declared and paid during
the following year (tax inclusive) .... – – 105,575 105,575 203,895
The final dividend of RMB2.50 per 10 ordinary share (tax inclusive) in respect of the year ended December
31, 2023 was approved by the annual general meeting of the Company, and was subsequently paid on June 28, 2024.
The final dividend of RMB4.80 per 10 ordinary share (tax inclusive) in respect of the year ended December
31, 2024 was approved by the annual general meeting of the Company, and was subsequently paid on May 29, 2025.
APPENDIX I ACCOUNTANTS’ REPORT
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12. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
The calculation of the basic earnings per share amount is based on the profit attributable to owners of the
parent, adjusted to reflect the impact of the restricted share incentive scheme, and the weighted averages number of
ordinary shares outstanding during the Relevant Periods.
The calculation of the diluted earnings per share amounts is based on the profit for the year/period attributable
to ordinary equity holders of the parent as used in the basic earnings per share calculation. The weighted average
number of ordinary shares used in the calculation is the number of ordinary shares outstanding during the
year/period, as used in the basic earnings per share calculation, and the weighted average number of ordinary shares
assumed to have been issued at no consideration on the deemed exercise or conversion of all dilutive potential
ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted earnings per share
computation:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Earnings
Profit for the year/period attributable to
owners of the parent, used in the basic
earnings per share calculations ..... 279,651 414,686 676,100 492,495 722,628
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
’000 ’000 ’000 ’000 ’000
(Unaudited)
Shares:
Weighted average number of ordinary
shares outstanding during the
year/period, used in the basic earnings
per share calculations .......... 380,000 380,000 408,200 403,500 422,300
Effect of dilution – weighted average
number of ordinary shares:
Share options and other incentive
schemes ................. – – 4 1 – 3 2 8
Total .................... 380,000 380,000 408,241 403,500 422,628
APPENDIX I ACCOUNTANTS’ REPORT
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13. PROPERTY, PLANT AND EQUIPMENT
The Group
December 31, 2022 Buildings Machinery Tools Others
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2022:
Cost .............. 705,074 1,038,985 21,175 27,743 73,203 1,866,180
Accumulated depreciation and
impairment .......... (86,127) (331,603) (9,411) (8,280) (81) (435,502)
Net carrying amount ...... 618,947 707,382 11,764 19,463 73,122 1,430,678
At January 1, 2022, accumulated
depreciation and impairment . 618,947 707,382 11,764 19,463 73,122 1,430,678
Additions ........... – 131,629 893 2,885 214,185 349,592
Disposals ........... – (1,536) (59) (237) – (1,832)
Transfers ............ 18,924 187,249 1,161 1,896 (209,230) –
Depreciation provided during
the year ........... (26,585) (86,890) (2,945) (4,986) – (121,406)
Impairment ........... – (15,795) (28) (40) (782) (16,645)
At December 31, 2022, net of
accumulated depreciation and
impairment .......... 611,286 922,039 10,786 18,981 77,295 1,640,387
At December 31, 2022:
Cost .............. 723,998 1,347,091 23,131 31,913 78,144 2,204,277
Accumulated depreciation and
impairment .......... (112,712) (425,052) (12,345) (12,932) (849) (563,890)
Net carrying amount (note (a)) . 611,286 922,039 10,786 18,981 77,295 1,640,387
APPENDIX I ACCOUNTANTS’ REPORT
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December 31, 2023 Buildings Machinery Tools Others
Freehold
land
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2023:
C o s t............ 723,998 1,347,091 23,131 31,913 – 78,144 2,204,277
Accumulated depreciation and
impairment........ (112,712) (425,052) (12,345) (12,932) – (849) (563,890)
Net carrying amount ..... 611,286 922,039 10,786 18,981 – 77,295 1,640,387
At January 1, 2023,
accumulated depreciation
and impairment ...... 611,286 922,039 10,786 18,981 – 77,295 1,640,387
Additions .......... – 28,392 4,095 7,211 33,290 250,633 323,621
Disposals .......... – (3,550) (37) (130) – – (3,717)
Transfers .......... 16,232 56,606 – – – (72,838) –
Depreciation provided during
the year .......... (28,597) (106,695) (3,312) (5,395) – – (143,999)
Impairment ......... – (729) –––– (729)
At December 31, 2023, net of
accumulated depreciation
and impairment ...... 598,921 896,063 11,532 20,667 33,290 255,090 1,815,563
At December 31, 2023:
C o s t............ 740,229 1,376,297 26,857 34,824 33,290 255,090 2,466,587
Accumulated depreciation and
impairment........ (141,308) (480,234) (15,325) (14,157) – – (651,024)
Net carrying amount (note (a)) . 598,921 896,063 11,532 20,667 33,290 255,090 1,815,563
APPENDIX I ACCOUNTANTS’ REPORT
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December 31, 2024 Buildings Machinery Tools Others
Freehold
land
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2024:
C o s t............ 740,229 1,376,297 26,857 34,824 33,290 255,090 2,466,587
Accumulated depreciation and
impairment........ (141,308) (480,234) (15,325) (14,157) – – (651,024)
Net carrying amount ..... 598,921 896,063 11,532 20,667 33,290 255,090 1,815,563
At January 1, 2024,
accumulated depreciation
and impairment ...... 598,921 896,063 11,532 20,667 33,290 255,090 1,815,563
Additions .......... 7,415 44,676 1,066 8,871 6,531 844,874 913,433
Disposals .......... – (792) (57) (81) – – (930)
Transfers .......... 139,176 211,798 3,859 5,558 – (360,391) –
Exchange realignment .... –––9 2 06– 2 15
Depreciation provided during
the year .......... (28,796) (114,559) (3,715) (6,392) – – (153,462)
Impairment ......... – (7,313) (170) (18) – – (7,501)
At December 31, 2024, net of
accumulated depreciation
and impairment ...... 716,716 1,029,873 12,515 28,614 40,027 739,573 2,567,318
At December 31, 2024:
C o s t............ 886,820 1,615,625 31,247 46,304 40,027 739,573 3,359,596
Accumulated depreciation and
impairment........ (170,104) (585,752) (18,732) (17,690) – – (792,278)
Net carrying amount (note (a)) . 716,716 1,029,873 12,515 28,614 40,027 739,573 2,567,318
APPENDIX I ACCOUNTANTS’ REPORT
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September 30, 2025 Buildings Machinery Tools Others
Freehold
land
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2025:
C o s t............ 886,820 1,615,625 31,247 46,304 40,027 739,573 3,359,596
Accumulated depreciation and
impairment........ (170,104) (585,752) (18,732) (17,690) – – (792,278)
Net carrying amount ..... 716,716 1,029,873 12,515 28,614 40,027 739,573 2,567,318
At January 1, 2025,
accumulated depreciation
and impairment ...... 716,716 1,029,873 12,515 28,614 40,027 739,573 2,567,318
Additions .......... 66,765 107,295 3,193 5,890 – 540,965 724,108
Disposals .......... (25,722) (22,377) (146) (360) – – (48,605)
Transfers .......... 540,232 583,659 14,513 19,078 – (1,157,482) –
Exchange realignment .... 6 2 7 5 3 (14) (206) 4,388 4,308
Depreciation provided during
the period ......... (24,803) (114,234) (3,685) (7,238) – – (149,960)
Impairment ......... – (154) –––– (154)
At September 30, 2025, net of
accumulated depreciation
and impairment ...... 1,273,250 1,584,137 26,393 45,970 39,821 127,444 3,097,015
At September 30, 2025:
C o s t............ 1,468,121 2,257,729 48,204 70,317 39,821 127,444 4,011,636
Accumulated depreciation and
impairment........ (194,871) (673,592) (21,811) (24,347) – – (914,621)
Net carrying amount (note (a)) . 1,273,250 1,584,137 26,393 45,970 39,821 127,444 3,097,015
(a) Certain property, plant and equipment with net carrying amounts of approximately RMB363,243,000,
RMB822,332,000, RMB914,961,000 and RMB630,557,000 as at December 31, 2022, 2023 and 2024
and September 30, 2025, respectively, were pledged as security for bank facilities granted to the Group
and the sale and leaseback transactions (note 30).
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
December 31, 2022 Buildings Machinery Tools Others
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2022:
Cost .............. 242,833 783,983 20,581 18,406 49,918 1,115,721
Accumulated depreciation and
impairment .......... (80,349) (324,265) (9,398) (7,662) (81) (421,755)
Net carrying amount ...... 162,484 459,718 11,183 10,744 49,837 693,966
At January 1, 2022, accumulated
depreciation and impairment . 162,484 459,718 11,183 10,744 49,837 693,966
Additions ........... – 74,629 613 1,140 119,907 196,289
Disposals ........... – (1,792) (7) (48) – (1,847)
Transfers ............ 10,506 133,079 1,149 1,662 (146,396) –
Depreciation provided during
the year ........... (12,527) (59,156) (2,832) (3,251) – (77,766)
Impairment ........... – (15,795) (28) (40) (782) 16,645
At December 31, 2022, net of
accumulated depreciation and
impairment .......... 160,463 590,683 10,078 10,207 22,566 793,997
At December 31, 2022:
Cost .............. 253,339 980,472 22,270 20,785 23,415 1,300,281
Accumulated depreciation and
impairment .......... (92,876) (389,789) (12,192) (10,578) (849) (506,284)
Net carrying amount (note (a)) . 160,463 590,683 10,078 10,207 22,566 793,997
December 31, 2023 Buildings Machinery Tools Others
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2023:
Cost .............. 253,339 980,472 22,270 20,785 23,415 1,300,281
Accumulated depreciation and
impairment .......... (92,876) (389,789) (12,192) (10,578) (849) (506,284)
Net carrying amount ...... 160,463 590,683 10,078 10,207 22,566 793,997
At January 1, 2023, accumulated
depreciation and impairment . 160,463 590,683 10,078 10,207 22,566 793,997
Additions ........... – 2 8 4 3,952 6,947 80,206 91,389
Disposals ........... – (3,550) (37) (130) – (3,717)
Transfers ............ 13,782 32,197 – – (45,979) –
Depreciation provided during
the year ........... (14,418) (71,515) (3,142) (3,576) – (92,651)
Impairment ........... – (728) – – – (728)
At December 31, 2023, net of
accumulated depreciation and
impairment .......... 159,827 547,371 10,851 13,448 56,793 788,290
At December 31, 2023:
Cost .............. 267,121 957,161 25,853 23,431 56,793 1,330,359
Accumulated depreciation and
impairment .......... (107,294) (409,790) (15,002) (9,983) – (542,069)
Net carrying amount (note (a)) . 159,827 547,371 10,851 13,448 56,793 788,290
APPENDIX I ACCOUNTANTS’ REPORT
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December 31, 2024 Buildings Machinery Tools Others
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2024:
Cost .............. 267,121 957,161 25,853 23,431 56,793 1,330,359
Accumulated depreciation and
impairment .......... (107,294) (409,790) (15,002) (9,983) – (542,069)
Net carrying amount ...... 159,827 547,371 10,851 13,448 56,793 788,290
At January 1, 2024, accumulated
depreciation and impairment . 159,827 547,371 10,851 13,448 56,793 788,290
Additions ........... 7,414 2,442 30 6,790 116,396 133,072
Disposals ........... – (36,649) (81) (184) – (36,914)
Transfers ............ 1,132 142,871 2,935 4,858 (151,796) –
Depreciation provided during
the year ........... (11,038) (69,746) (3,430) (4,425) – (88,639)
Impairment ........... – (6,640) (169) (7) – (6,816)
At December 31, 2024, net of
accumulated depreciation and
impairment .......... 157,335 579,649 10,136 20,480 21,393 788,993
At December 31, 2024:
Cost .............. 275,667 955,090 28,201 31,792 21,393 1,312,143
Accumulated depreciation and
impairment .......... (118,332) (375,441) (18,065) (11,312) – (523,150)
Net carrying amount (note (a)) . 157,335 579,649 10,136 20,480 21,393 788,993
September 30, 2025 Buildings Machinery Tools Others
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2025:
Cost .............. 275,667 955,090 28,201 31,792 21,393 1,312,143
Accumulated depreciation and
impairment .......... (118,332) (375,441) (18,065) (11,312) – (523,150)
Net carrying amount ...... 157,335 579,649 10,136 20,480 21,393 788,993
At January 1, 2025, accumulated
depreciation and impairment . 157,335 579,649 10,136 20,480 21,393 788,993
Additions ........... 21,124 9,517 349 3,289 181,268 215,547
Disposals ........... – (12,870) (87) (241) – (13,198)
Transfers ............ – 117,487 7,279 2,057 (126,823) –
Depreciation provided during
the period .......... (4,532) (58,348) (2,728) (4,470) – (70,078)
Impairment .......... – (154) – – – (154)
At September 30, 2025, net of
accumulated depreciation and
impairment .......... 173,927 635,281 14,949 21,115 75,838 921,110
At September 30, 2025:
Cost .............. 296,792 1,044,517 35,226 36,331 75,838 1,488,704
Accumulated depreciation and
impairment .......... (122,865) (409,236) (20,277) (15,216) – (567,594)
Net carrying amount (note (a)) . 173,927 635,281 14,949 21,115 75,838 921,110
(a) Certain property, plant and equipment with net carrying amounts of approximately RMB298,865,000,
RMB285,265,000, RMB265,492,000 and RMB139,584,000 as at December 31, 2022, 2023 and 2024
and September 30, 2025, respectively, were pledged as security for bank facilities granted to the
Company and the sale and leaseback transactions (note 30).
APPENDIX I ACCOUNTANTS’ REPORT
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14. LEASES
The Group as a lessee
The Group has lease contracts for various items of properties used in its operations. Leases of
properties generally have lease terms between 2 and 50 years. Generally, the Group is restricted from
assigning and subleasing the leased assets outside the Group.
(a) Right-of-use assets
The carrying amounts of the right-of-use assets and the movements during the Relevant Periods are as
follows:
Year ended December 31, 2022 Buildings Land use rights Total
RMB’000 RMB’000 RMB’000
At beginning of year ........... 20,736 109,322 130,058
Additions .................. 5,938 – 5,938
Depreciation charge ............ (13,333) (2,323) (15,656)
At end of year (note (i)) ......... 13,341 106,999 120,340
Year ended December 31, 2023 Buildings Land use rights Total
RMB’000 RMB’000 RMB’000
At beginning of year ........... 13,341 106,999 120,340
Additions .................. 9,810 – 9,810
Early lease termination .......... (693) – (693)
Depreciation charge ........... (12,633) (2,489) (15,122)
At end of year (note (i)) ......... 9,825 104,510 114,335
Year ended December 31, 2024 Buildings Land use rights Total
RMB’000 RMB’000 RMB’000
At beginning of year ........... 9,825 104,510 114,335
Additions .................. 1,047 2,364 3,411
Early lease termination .......... (393) – (393)
Depreciation charge ........... (10,086) (2,318) (12,404)
At end of year (note (i)) ......... 393 104,556 104,949
Nine months ended September 30,
2025 Buildings Land use rights Total
RMB’000 RMB’000 RMB’000
At beginning of period .......... 3 9 3 104,556 104,949
Additions .................. 3,359 – 3,359
Exchange realignment .......... (24) – (24)
Depreciation charge ............ (616) (1,777) (2,393)
At end of period (note (i)) ........ 3,112 102,779 105,891
(i) Certain land use rights with net carrying amounts of approximately RMB32,115,000,
RMB104,510,000, RMB104,556,000 and RMB102,779,000 as at December 31, 2022, 2023 and
2024 and September 30, 2025, respectively, was pledged as securities for bank facilities granted
to the Group (note 30).
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 358 ---
(b) Lease liabilities
The carrying amounts of lease liabilities and the movements during the Relevant Periods are as
follows:
As at
December 31,
2022
As at
December 31,
2023
As at
December 31,
2024
As at
September 30,
2025
RMB’000 RMB’000 RMB’000 RMB’000
At the beginning of
the year/period ......... 22,402 14,622 10,286 433
New leases ............. 5,938 9,810 1,047 3,359
Accretion of interest
recognized during
the year/period (note 7) . . . 924 1,318 212 41
Early lease termination ..... – (737) (416) –
Exchange realignment ...... – – – (23)
Payments .............. (14,642) (14,727) (10,696) (681)
Carrying amount at the end of
the year/period ......... 14,622 10,286 433 3,129
Analyzed into:
Current portion ......... 14,382 9,853 433 629
Non-current portion ...... 2 4 0 4 3 3 – 2,500
(c) The amounts recognized in profit or loss in relation to leases are as follows:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Interest on lease liabilities
(note 7) ............. 924 1,318 212 140 41
Depreciation charge of
right-of-use assets (note 6) . . . 15,249 14,412 12,404 8,295 2,393
Expense relating to short-term
leases (note 6) .......... 635 258 858 525 8,112
Expense relating to leases of
low-value assets (note 6) .... 110 161 378 141 160
Total amount recognized in
profit or loss .......... 16,918 16,149 13,852 9,101 10,706
APPENDIX I ACCOUNTANTS’ REPORT
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15. INTANGIBLE ASSETS
The Group
December 31, 2022 Software Licences Total
RMB’000 RMB’000 RMB’000
At January 1, 2022:
Cost ......................... 30,167 1,854 32,021
Accumulated amortization ............ (6,290) (402) (6,692)
Net carrying amount ............... 23,877 1,452 25,329
At January 1, 2022, net of accumulated
amortization ................... 23,877 1,452 25,329
Additions ...................... 10,734 – 10,734
Amortization provided during the year .... (7,271) (370) (7,641)
At December 31, 2022, net of accumulated
amortization ................... 27,340 1,082 28,422
At December 31, 2022:
Cost ......................... 40,901 1,854 42,755
Accumulated amortization ............ (13,561) (772) (14,333)
Net carrying amount ............... 27,340 1,082 28,422
December 31, 2023 Software Licences Total
RMB’000 RMB’000 RMB’000
At January 1, 2023:
Cost ......................... 40,901 1,854 42,755
Accumulated amortization ............ (13,561) (772) (14,333)
Net carrying amount ............... 27,340 1,082 28,422
At January 1, 2023, net of accumulated
amortization ................... 27,340 1,082 28,422
Additions ...................... 1,698 – 1,698
Disposals ...................... (24) – (24)
Amortization provided during the year .... (9,802) (371) (10,173)
At December 31, 2023, net of accumulated
amortization ................... 19,212 711 19,923
At December 31, 2023:
Cost ......................... 42,575 1,854 44,429
Accumulated amortization ............ (23,363) (1,143) (24,506)
Net carrying amount ............... 19,212 711 19,923
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 360 ---
December 31, 2024 Software Licences Total
RMB’000 RMB’000 RMB’000
At January 1, 2024:
Cost ......................... 42,575 1,854 44,429
Accumulated amortization ............ (23,363) (1,143) (24,506)
Net carrying amount ............... 19,212 711 19,923
At January 1, 2024, net of accumulated
amortization ................... 19,212 711 19,923
Additions ...................... 9,739 – 9,739
Amortization provided during the year .... (10,596) (371) (10,967)
At December 31, 2024, net of accumulated
amortization ................... 18,355 340 18,695
At December 31, 2024:
Cost ......................... 52,314 1,854 54,168
Accumulated amortization ............ (33,959) (1,514) (35,473)
Net carrying amount ............... 18,355 340 18,695
September 30, 2025 Software Licences Total
RMB’000 RMB’000 RMB’000
At January 1, 2025:
Cost ......................... 52,314 1,854 54,168
Accumulated amortization ............ (33,959) (1,514) (35,473)
Net carrying amount ............... 18,355 340 18,695
At January 1, 2025, net of accumulated
amortization ................... 18,355 340 18,695
Additions ...................... 10,974 – 10,974
Amortization provided during the period . . . (10,566) (278) (10,844)
Exchange realignment .............. (16) – (16)
At September 30, 2025, net of accumulated
amortization ................... 18,747 62 18,809
At September 30, 2025:
Cost ......................... 63,269 1,854 65,123
Accumulated amortization ............ (44,522) (1,792) (46,314)
Net carrying amount ............... 18,747 62 18,809
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 361 ---
The Company
Software Year ended December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period
Cost ..................... 16,916 24,978 26,675 34,440
Accumulated amortization ....... (5,222) (9,646) (16,050) (22,788)
Net carrying amount ........... 11,694 15,332 10,625 11,652
At beginning of year/period, net of
accumulated amortization ...... 11,694 15,332 10,625 11,652
Additions ................. 8,062 1,697 8,189 5,643
Disposals .................. – – (165) –
Amortization provided during
the year/period ............. (4,424) (6,404) (6,997) (6,719)
At end of year/period, net of
accumulated amortization ...... 15,332 10,625 11,652 10,576
At end of year/period:
Cost ..................... 24,978 26,675 34,440 40,083
Accumulated amortization ....... (9,646) (16,050) (22,788) (29,507)
Net carrying amount ........... 15,332 10,625 11,652 10,576
16. INVESTMENTS IN SUBSIDIARIES
The Company
Year ended December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Investment costs:
Delton Precision Circuits
(Huangshi) Inc. ........... 400,000 400,000 580,000 680,000
Delton Numerical Control
Technology (Dongguan)
Co., Lltd. ............... 30,000 100,000 100,000 100,000
Delton Technology International
Limited ................ 7,005 99,912 299,672 299,672
Total ................... 437,005 599,912 979,672 1,079,672
APPENDIX I ACCOUNTANTS’ REPORT
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17. INVESTMENT IN ASSOCIATE
The Group and the Company
Year ended December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Share of net assets .......... – – – 12,000
Particulars of the material associate are as follows:
Name
Place of
incorporation/
registration
and business
Particulars of
issued units held
Percentage of
ownership interest
attributable
to the Group Principal activity
Jiupai Hongtao Emerging
Industry Venture Capital
Investment Fund (Suzhou)
Partnership (Limited
Partnership) .........
PRC/the
Chinese
Mainland
RMB90,070,000 33.31% Private Equity
Investment and
Management Firm
Jiupai Hongtao Emerging Industry Venture Capital Investment Fund (Suzhou) Partnership (Limited
Partnership), which is considered a material associate of the Group and is accounted for using the equity
method.
APPENDIX I ACCOUNTANTS’ REPORT
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18. DEFERRED TAX
The movements in deferred tax assets of the Group during the end of each of the Relevant Periods are as
follows:
Deferred tax assets
The Group
Tax losses
Deferred
income Impairment
Unrealized
internal
trading
profits Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2022 ...... 10,051 13,338 15,516 – 4 38,909
Deferred tax
credited/(charged) to the
consolidated statement of
profit or loss and other
comprehensive income
during the year ....... 5 0 12,490 4,629 – (4) 17,165
At December 31, 2022 ..... 10,101 25,828 20,145 – – 56,074
At January 1, 2023 ...... 10,101 25,828 20,145 – – 56,074
Deferred tax
credited/(charged) to the
consolidated statement of
profit or loss and other
comprehensive income
during the year ....... 1,868 (6,820) (1,785) – 1,772 (4,965)
At December 31, 2023 ..... 11,969 19,008 18,360 – 1,772 51,109
At January 1, 2024 ...... 11,969 19,008 18,360 – 1,772 51,109
Deferred tax credited to the
consolidated statement of
profit or loss and other
comprehensive income
during the year ....... 1,191 6,001 5,684 10,258 1,409 24,543
At December 31, 2024 ..... 13,160 25,009 24,044 10,258 3,181 75,652
At January 1, 2025 ...... 13,160 25,009 24,044 10,258 3,181 75,652
Deferred tax
(charged)/credited to the
consolidated statement of
profit or loss and other
comprehensive income
during the period ...... – 1,038 1,039 (7,084) 5,698 691
At September 30, 2025 .... 13,160 26,047 25,083 3,174 8,879 76,343
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
Deferred
income Impairment
Unrealized
internal
trading
profits Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2022 ........ 3,714 7,989 – 3 11,706
Deferred tax credited/(charged)
to the statement of
profit or loss and other
comprehensive income
during the year ......... 6,685 4,728 – (3) 11,410
At December 31, 2022 ...... 10,399 12,717 – – 23,116
At January 1, 2023 ........ 10,399 12,717 – – 23,116
Deferred tax (charged)/credited
to the statement of
profit or loss and other
comprehensive income
during the year ......... (319) (1,969) – 1,612 (676)
At December 31, 2023 ...... 10,080 10,748 – 1,612 22,440
At January 1, 2024 ........ 10,080 10,748 – 1,612 22,440
Deferred tax credited to
the statement of
profit or loss and other
comprehensive income
during the year ......... 5,986 3,060 10,258 235 19,539
At December 31, 2024 ...... 16,066 13,808 10,258 1,847 41,979
At January 1, 2025 ........ 16,066 13,808 10,258 1,847 41,979
Deferred tax (charged)/credited
to the statement of profit or
loss and other
comprehensive income
during the period ........ (119) (774) (7,084) 6,843 (1,134)
At September 30, 2025 ..... 15,947 13,034 3,174 8,690 40,845
APPENDIX I ACCOUNTANTS’ REPORT
– I-55 –


--- page 365 ---
Deferred tax liabilities
The Group Accelerated
depreciation Others Total
RMB’000 RMB’000 RMB’000
At January 1, 2022 ................ 50,938 11 50,949
Deferred tax charged/(credited) to the
consolidated statements of profit or loss
and other comprehensive income during
the year ...................... 16,634 (11) 16,623
At December 31, 2022 .............. 67,572 – 67,572
At January 1, 2023 ................ 67,572 – 67,572
Deferred tax (credited)/charged to the
consolidated statements of profit or loss
and other comprehensive income during
the year ...................... (123) 1,474 1,351
At December 31, 2023 .............. 67,449 1,474 68,923
At January 1, 2024 ................ 67,449 1,474 68,923
Deferred tax charged/(credited) to the
consolidated statements of profit or loss
and other comprehensive income during
the year ...................... 8 0 9 (1,415) (606)
At December 31, 2024 .............. 68,258 59 68,317
At January 1, 2025 ................ 68,258 59 68,317
Deferred tax charged to the consolidated
statements of profit or loss and other
comprehensive income during the period . 9,023 129 9,152
At September 30, 2025 .............. 77,281 188 77,469
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 366 ---
The Company Accelerated
depreciation Others Total
RMB’000 RMB’000 RMB’000
At January 1, 2022 ................ 50,938 11 50,949
Deferred tax charged/(credited) to the
statements of profit or loss and other
comprehensive income during the year. . . 16,634 (11) 16,623
At December 31, 2022 .............. 67,572 – 67,572
At January 1, 2023 ................ 67,572 – 67,572
Deferred tax (credited)/charged to the
statements of profit or loss and other
comprehensive income during the year. . . (123) 1,474 1,351
At December 31, 2023 .............. 67,449 1,474 68,923
At January 1, 2024 ................ 67,449 1,474 68,923
Deferred tax charged/(credited) to the
statements of profit or loss and other
comprehensive income during the year. . . 809 (1,415) (606)
At December 31, 2024 .............. 68,258 59 68,317
At January 1, 2025 ................ 68,258 59 68,317
Deferred tax charged to the statements of
profit or loss and other comprehensive
income during the period ........... 8,921 (59) 8,862
At September 30, 2025 .............. 77,179 – 77,179
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:
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Net deferred tax assets recognized in
the consolidated statement of
financial position ............. 56,074 51,109 75,652 35,208
Net deferred tax liabilities recognized
in the consolidated statement of
financial position ............. 67,572 68,923 68,317 36,334
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Net deferred tax assets recognized in
the consolidated statement of
financial position ............. 23,116 22,440 41,979 –
Net deferred tax liabilities recognized
in the consolidated statement of
financial position ............. 67,572 68,923 68,317 36,334
As at December 31, 2022, 2023 and 2024 and September 30, 2025, the Group has tax losses arising in
Thailand of approximately nil, RMB2,360,000, RMB8,238,000, and RMB51,951,000, respectively, which would
expire in one to five years for offsetting against future taxable profits.
As at December 31, 2022, 2023 and 2024 and September 30, 2025, the Group has tax losses arising in the
Chinese Mainland of approximately RMB28,628,000, RMB70,137,000, RMB105,464,000 and RMB53,389,000,
respectively, which would expire in one to ten years for offsetting against future taxable profits.
As at September 30, 2025, the Group has tax losses arising in United States of approximately RMB1,637,000,
which would expire in one to twenty years for offsetting against future taxable profits.
Deferred tax assets have not been recognized in respect of these losses as they have arisen in subsidiaries that
have been loss-making for some time and it is not considered probable that taxable profits will be available against
which the tax losses and deductible temporary differences can be utilized.
Deferred tax assets have not been recognized in respect of the following items:
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Tax losses not recognized ......... 28,628 72,497 113,702 106,977
Deductible temporary differences ..... 28,079 62,826 353 15,538
Total ...................... 56,707 135,323 114,055 122,515
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 368 ---
19. INVENTORIES
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Raw materials and consumables ...... 28,376 44,208 71,073 131,616
Work in progress ............... 56,042 74,260 116,499 203,457
Finished goods ................ 164,498 160,732 156,680 194,617
Goods in transit ................ 106,667 117,714 114,298 91,553
Total ...................... 355,583 396,914 458,550 621,243
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Raw materials and consumables ...... 23,241 36,759 50,461 84,809
Work in progress ............... 47,706 65,868 105,956 153,882
Finished goods ................ 148,468 139,297 134,668 131,151
Goods in transit ................ 94,421 107,287 99,862 59,467
Total ...................... 313,836 349,211 390,947 429,309
20. TRADE AND BILLS RECEIV ABLES
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables ............... 634,633 883,879 1,226,052 1,705,921
Bills receivable ................ 103,350 47,494 129,469 115,170
Impairment .................. (33,250) (44,716) (62,567) (89,724)
Net carrying amount ............. 704,733 886,657 1,292,954 1,731,367
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables ............... 520,853 762,693 1,198,392 1,683,193
Bills receivable ................ 53,350 47,181 128,704 115,170
Impairment .................. (6,691) (9,772) (17,029) (30,482)
Net carrying amount ............. 567,512 800,102 1,310,067 1,767,881
The Group’s trading terms with its customers are mainly on credit. The credit period is generally 90 to 120
days. The Group seeks to maintain strict control over its outstanding receivables and has a credit control department
to minimize credit risk. Overdue balances are reviewed regularly by senior management and credit limits attributed
to customers are reviewed once a month. Trade receivables are non-interest-bearing.
An aging analysis of the trade and bills receivables as at the end of each of the Relevant Periods (based on the
invoice date and net of loss allowance) is as follows:
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year ................. 704,733 886,635 1,292,530 1,730,943
1 year to 2 years ............... – 2 2 4 2 4 4 2 4
Total ...................... 704,733 886,657 1,292,954 1,731,367
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year ................. 567,512 799,926 1,309,643 1,767,457
1 year to 2 years ............... – 1 7 6 4 2 4 4 2 4
Total ...................... 567,512 800,102 1,310,067 1,767,881
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 370 ---
The movements in the loss allowance for impairment of trade and bills receivables are as follows:
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At the beginning of the year/period .... 37,700 33,250 44,716 62,567
Impairment losses, net ........... (3,995) 11,466 17,851 27,157
Amount written off as uncollectible . . . (455) – – –
At the end of the year/period ........ 33,250 44,716 62,567 89,724
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At the beginning of the year/period .... 12,186 6,691 9,772 17,029
Impairment losses, net ........... (5,040) 3,081 7,257 13,453
Amount written off as uncollectible . . . (455) – – –
At the end of the year/period ........ 6,691 9,772 17,029 30,482
For trade and bills receivables, the Group has applied the simplified approach in IFRS 9 to measure the loss
allowance at an amount equal to lifetime ECLs. The Group determines the ECLs on these items by using a provision
matrix, estimated based on the financial quality of the debtors and historical credit loss experience based on the
invoice days of the trade receivables, adjusted as appropriate to reflect current conditions and estimates of future
economic conditions. The following table details the risk profile of trade and bills receivables:
The Group
As at December 31, 2022
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Within 1 year .................... 737,983 5% 33,250
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 371 ---
As at December 31, 2023
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Within 1 year .................... 931,343 5% 44,708
1 year to 2 years .................. 3 0 2 7 % 8
Total ......................... 931,373 5% 44,716
As at December 31, 2024
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Within 1 year .................... 1,354,991 5% 62,461
1 year to 2 years .................. 5 3 0 2 0 % 1 0 6
Total ......................... 1,355,521 5% 62,567
As at September 30, 2025
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Within 1 year .................... 1,820,561 5% 89,618
1 year to 2 years .................. 5 3 0 2 0 % 1 0 6
Total ......................... 1,821,091 5% 89,724
Certain of the Group’s trade receivables with net carrying amounts of approximately RMB7,331,000,
RMB28,972,000, nil and nil as at December 31, 2022, 2023 and 2024 and September 30, 2025, respectively, were
pledged to secure bank facilities.
The Company
As at December 31, 2022
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Within 1 year .................... 574,203 1% 6,691
As at December 31, 2023
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Within 1 year .................... 809,690 1% 9,764
1 year to 2 years .................. 1 8 4 4 % 8
Total ......................... 809,874 1% 9,772
APPENDIX I ACCOUNTANTS’ REPORT
– I-62 –


--- page 372 ---
As at December 31, 2024
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Within 1 year .................... 1,326,566 1% 16,923
1 year to 2 years .................. 5 3 0 2 0 % 1 0 6
Total ......................... 1,327,096 1% 17,029
As at September 30, 2025
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Within 1 year .................... 1,797,833 2% 30,376
1 year to 2 years .................. 5 3 0 2 0 % 1 0 6
Total ......................... 1,798,363 2% 30,482
Certain of the Company’s trade receivables with net carrying amounts of RMB7,331,000, RMB28,972,000,
nil and nil as at December 31, 2022, 2023 and 2024 and September 30, 2025, respectively, were pledged to secure
bank facilities.
21. PREPAYMENTS, DEPOSITS AND OTHER RECEIV ABLES
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Prepayments .................. 5,823 10,177 73,503 55,919
Deposits .................... 9,797 10,366 10,804 10,822
Other receivables ............... 2,682 3,542 2,428 8,503
Value-added tax recoverable ........ 35,156 55,497 68,075 71,702
Tax repayments ............... 2,631 – 532 –
A shares listing expenses .......... 3,170 5,151 – –
H Shares listing expenses .......... – – – 14,866
Less: Non-current portion ......... (2,664) (8,801) (70,464) (49,537)
ECL provision ............ (1,052) (1,081) (1,103) (656)
Current portion ................ 55,543 74,851 83,775 111,619
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 373 ---
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Prepayments .................. 4,975 2,999 18,292 93,182
Deposits .................... 6,517 7,023 6,424 10,923
Other receivables ............... 340,885 418,089 585,409 733,190
Value-added tax recoverable ........ 13,436 14,025 25,596 22,534
Tax repayments ............... 6,062–––
A shares listing expenses .......... 3,170 5,151 – –
H Shares listing expenses .......... – – – 14,866
Less: Non-current portion ......... (2,218) (2,043) (12,448) (20,539)
ECL provision ............ (652) (709) (652) (408)
Current portion ................ 372,175 444,535 622,621 853,748
An impairment analysis was performed at the end of each of the Relevant Periods. The Group has applied the
general approach to provide for expected credit losses for non-trade other receivables under IFRS 9. The Group
considered the historical loss rate and adjusted it for forward-looking macroeconomic data in calculating the
expected credit loss rate.
22. FINANCIAL ASSETS AT FAIR V ALUE THROUGH PROFIT OR LOSS
The Group and the Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current assets
Financial products, at fair value ...... – – 291,070 191,509
The above financial assets were wealth management products issued by banks in the 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.
23. FINANCIAL ASSETS AT FAIR V ALUE THROUGH OTHER COMPREHENSIVE INCOME
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current assets
Bills receivable, at fair value ........ – 13,012 1,048 1,427
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 374 ---
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current assets
Bills receivable, at fair value ........ – 13,012 1,048 1,427
The above bills receivable arising from bank acceptance are classified and measured at fair value through
other comprehensive income as they are held within a business model with the objective of both collecting
contractual cashflows and selling.
24. CASH AND CASH EQUIV ALENTS, PLEDGED AND RESTRICTED DEPOSITS
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash and bank balances ........... 281,110 431,267 721,281 795,477
Less: Pledged and restricted deposits . . (81,063) (82,064) (86,210) (93,052)
Cash and cash equivalents ......... 200,047 349,203 635,071 702,425
Denominated in USD ............ 153,927 315,295 465,315 522,108
Denominated in RMB ............ 42,424 28,307 154,616 160,227
Denominated in EUR ............ 3,393 4,631 13,462 15,992
Denominated in THB ............ – 7 3 9 1,327 3,800
Denominated in HKD ............ 3 0 3 2 3 1 3 5 1 2 9 8
Cash and cash equivalents ......... 200,047 349,203 635,071 702,425
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash and bank balances ........... 226,394 261,882 427,059 573,856
Less: Pledged and restricted deposits . . (81,063) (73,378) (62,451) (48,116)
Cash and cash equivalents ......... 145,331 188,504 364,608 525,740
Denominated in USD ............ 116,674 183,553 313,403 469,782
Denominated in RMB ............ 28,575 4,868 51,023 55,778
Denominated in HKD ............ 8 2 8 3 1 8 2 1 8 0
Cash and cash equivalents ......... 145,331 188,504 364,608 525,740
APPENDIX I ACCOUNTANTS’ REPORT
– I-65 –


--- page 375 ---
The RMB is not freely convertible into other currencies, however, under the Chinese Mainland’s Foreign
Exchange Control Regulations and Administration of Settlement, and Sale and Payment of Foreign Exchange
Regulations, the Group is permitted to exchange RMB for other currencies through banks authorized to conduct
foreign exchange business.
Certain pledged deposits are pledged for the issuance of a bank’s acceptance.
Certain restricted deposits are restricted for the use for temporary land reclamation, which are required by the
local government and cannot be used for daily operations.
Certain restricted deposits are restricted for frozen by judicial authority for a lawsuit case and cannot be used
for daily operations.
Cash at banks earns interest at floating rates based on daily bank deposit rates. The bank balances, pledged
and restricted deposits are deposited with creditworthy banks with no recent history of default. The carrying
amounts of the cash and cash equivalents approximated to their fair values.
25. TRADE AND BILLS PAYABLES
An aging analysis of the trade and bills payables as at the end of each of the Relevant Periods was as follows:
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year ................. 972,575 1,167,047 1,610,962 2,051,190
1 to 2 years .................. 155,320 39,957 26,853 16,889
2 to 3 years .................. 1 7 9 14,687 4,909 6,809
Over 3 years .................. 1,181 – 3,878 906
Total ...................... 1,129,255 1,221,691 1,646,602 2,075,794
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year ................. 776,369 859,050 1,013,473 1,576,168
1 to 2 years .................. 2,843 9,882 11,528 2,847
2 to 3 years .................. 1 0 2 2 8 5 2,064 1,612
Over 3 years .................. 1,181 – 44 81
Total ...................... 780,495 869,217 1,027,109 1,580,708
Trade payables are non-interest-bearing and are normally settled on term of 90 to 120 days.
As at the end of each of the Relevant Periods, the carrying amounts of trade and bills payables approximated
to their fair values.
APPENDIX I ACCOUNTANTS’ REPORT
– I-66 –


--- page 376 ---
26. OTHER PAYABLES AND ACCRUALS
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Restricted share repurchase
obligations ................. – – 52,985 51,040
Advanced receipt of issue of
restricted share .............. – – – 10,825
Deposits received .............. 4 0 1 3,401 300 331
Accruals .................... 14,317 23,217 15,864 43,182
Payroll and welfare payable ........ 75,967 85,562 107,543 99,509
Other tax payables .............. 3,996 3,811 3,901 8,176
Endorsed and unmatured bank bills
not derecognized ............. 60,861 14,839 86,352 22,085
Other payables ................ 3 2 8 4 9 5 6 1 8 6 6 5
Total ...................... 155,870 131,325 267,563 235,813
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Restricted share repurchase
obligations ................. – – 52,985 51,040
Advanced receipt of issue of
restricted share .............. – – – 10,825
Deposits received .............. 3 0 1 3,301 200 230
Accruals .................... 11,743 19,352 11,113 24,009
Payroll and welfare payable ........ 62,545 73,143 89,520 62,073
Other tax payables .............. 2,393 2,197 2,162 4,795
Endorsed and unmatured bank bills
not derecognized ............. 10,861 14,528 85,587 22,085
Other payables ................ 2 0 6 1 1 6 2 0 4 6 1 5
Total ...................... 88,049 112,637 241,771 175,672
Other payables are unsecured and repayable on demand.
27. DERIV ATIVE FINANCIAL INSTRUMENTS
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
Assets Assets Assets Assets
RMB’000 RMB’000 RMB’000 RMB’000
Derivative financial instruments without
designated hedging relationships:
Forward currency contracts ........ – – – 6 1 4
APPENDIX I ACCOUNTANTS’ REPORT
– I-67 –


--- page 377 ---
As at December 31,
As at
September 30,
2022 2023 2024 2025
Liabilities Liabilities Liabilities Liabilities
RMB’000 RMB’000 RMB’000 RMB’000
Derivative financial instruments without
designated hedging relationships:
Forward currency contracts ........ – 1,422 8,088 –
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
Liabilities Liabilities Liabilities Liabilities
RMB’000 RMB’000 RMB’000 RMB’000
Derivative financial instruments without
designated hedging relationships:
Forward currency contracts ........ – 4 5 7 – –
28. CONTRACT LIABILITIES
The Group recognized the following revenue-related contract liabilities:
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Advances from customers ......... 9,078 6,304 7,379 12,690
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Advances from customers ......... 1,591 779 1,586 5,266
The Group receives payments from customers based on billing schedules as established in the contracts. A
portion of payments is usually received in advance of the performance under the contracts. The contract liabilities
comprise the prepayments received from customers, to whom the goods or services have not yet been transferred or
provided.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 378 ---
29. DEFERRED INCOME
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Government grants and subsidies ..... 131,044 126,721 166,725 173,648
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Government grants and subsidies ..... 69,327 67,203 107,109 106,311
30. INTEREST-BEARING BANK AND OTHER BORROWINGS
The Group
December 31, 2022
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans – secured ............... 3.15 to 3.95 2023 118,809
Current portion of long-term bank
loans – secured ................. 3.20 to 5.00 2023 9,205
Other loans – secured ............... 2.95 2023 13,462
Current portion of other
loans – secured ................. 3.74 to 4.95 2023 45,337
Total – current ................... 186,813
Non-current
Long-term bank loans – secured ........ 3.20 to 5.00 2024 to 2025 102,183
Long-term other loans – secured ........ 3.74 to 4.95 2024 to 2025 34,508
Total – non-current ................ 136,691
Total ......................... 323,504
APPENDIX I ACCOUNTANTS’ REPORT
– I-69 –


--- page 379 ---
December 31, 2023
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans – secured ............... 2.80 to 3.15 2024 57,000
Current portion of long-term bank loans –
secured ...................... 3.20 to 4.85 2024 47,790
Other loans – secured ............... 1.45 to 2.10 2024 21,712
Current portion of other loans – secured . . . 3.74 to 4.75 2024 25,872
Total – current ................... 152,374
Non-current
Long-term bank loans – secured ........ 3.20 to 4.85 2025 to 2031 222,045
Long-term other loans – secured ........ 3.74 to 4.75 2025 to 2026 8,795
Total – non-current ................ 230,840
Total ......................... 383,214
December 31, 2024
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans – secured ............... 2.20 to 2.75 2025 84,139
Current portion of long-term bank loans –
secured ...................... 3.10 to 4.05 2025 112,044
Other loans – secured ............... 1.30 2025 15,983
Current portion of other loans – secured . . . 3.74 to 4.40 2025 8,807
Total – current ................... 220,973
Non-current
Long-term bank loans – secured ........ 3.10 to 4.05 2026 to 2031 191,678
Long-term other loans – secured ........ 3.74 to 4.40 2026 2,268
Total – non-current ................ 193,946
Total ......................... 414,919
APPENDIX I ACCOUNTANTS’ REPORT
– I-70 –


--- page 380 ---
September 30, 2025
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans – secured ............... 2.25 to 2.40 2025 40,000
Bank loans – unsecured ............. 2.11 to 2.20 2026 69,666
Current portion of long-term bank loans –
secured ...................... 3.20 2025 62,662
Other loans – secured ............... 1.32 to 1.42 2026 60,000
Total – current ................... 232,328
Non-current
Long-term bank loans – secured ........ 2.40 to 4.05 2026 to 2031 333,848
Long-term other loans – secured ........ 3.74 to 4.40 2026 2,609
Total – non-current ................ 336,457
Total ......................... 568,785
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Analyzed into:
Bank loans repayable:
Within one year or on demand ..... 128,014 104,790 196,183 172,328
In the second year ............ 27,958 128,617 55,813 185,378
In the third year .............. 74,225 22,919 49,418 107,000
In the fourth to fifth years, inclusive . – 52,739 64,772 16,588
Beyond five years ............. – 17,770 21,675 24,882
Total ...................... 230,197 326,835 387,861 506,176
Analyzed into:
Other loans repayable:
Within one year or on demand ..... 58,800 47,584 24,790 60,000
In the second year ............ 25,715 8,795 2,268 2,609
In the third year .............. 8,792–––
Total ...................... 93,307 56,379 27,058 62,609
Certain of the Group’s bank loans and other loans are secured by:
(a) Guarantees provided by Mr. XIAO Hongxing and Ms. LIU Jinchan as at December 31, 2022, 2023 and
2024, the guarantees were released as at September 30, 2025 (note 37);
(b) The Group’s mortgaged buildings and machinery with net carrying amounts of RMB363,243,000,
RMB822,332,000, RMB914,961,000 and RMB630,557,000 as at December 31, 2022, 2023 and 2024
and September 30, 2025 (note 13), respectively;
(c) The Group’s mortgaged land use rights with net carrying amounts of RMB32,115,000,
RMB104,510,000, RMB104,556,000 and RMB102,779,000 as at December 31, 2022, 2023 and 2024
and September 30, 2025 (note 14), respectively;
(d) Pledges of certain patents with carrying value of nil and nil as at December 31, 2024 and September 30,
2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
December 31, 2022
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans – secured ............... 3.15 to 3.95 2023 103,658
Current portion of long-term bank loans –
secured ...................... 3.20 2023 4,150
Other loans – secured ............... 2.95 2023 13,462
Current portion of other loans – secured . . . 4.55 to 4.95 2023 18,724
Total – current ................... 139,994
Non-current
Long-term bank loans – secured ........ 3.20 2024 to 2025 77,195
Long-term other loans – secured ........ 4.55 to 4.95 2024 to 2025 27,897
Total – non-current ................ 105,092
Total ......................... 245,086
December 31, 2023
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans – secured ............... 2.80 to 3.15 2024 78,712
Current portion of long-term bank loans –
secured ...................... 3.20 2024 13,473
Other loans – secured ............... 1.45 to 2.10 2024 –
Current portion of other loans – secured . . . 4.35 to 4.75 2024 19,243
Total – current ................... 111,428
Non-current
Long-term bank loans – secured ........ 3.20 2025 71,644
Long-term other loans – secured ........ 4.35 to 4.75 2025 8,795
Total – non-current ................ 80,439
Total ......................... 191,867
APPENDIX I ACCOUNTANTS’ REPORT
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December 31, 2024
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans – secured ............... 2.20 to 2.75 2025 44,139
Current portion of long-term bank loans –
secured ...................... 3.20 2025 72,068
Other loans – secured ............... 1.30 2025 55,983
Current portion of other loans – secured . . . 4.00 to 4.40 2025 8,792
Total ......................... 180,982
September 30, 2025
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans – secured ............... 2.25 to 2.40 2025 40,000
Bank loans – unsecured ............. 2.11 to 2.20 2026 69,666
Current portion of long-term bank loans –
secured ...................... 3.20 2025 62,662
Total – current ................... 172,328
Non-current
Long-term bank loans – secured ........ 2.40 2026 to 2027 30,000
Total – non-current ................ 30,000
Total ......................... 202,328
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Analyzed into:
Bank loans repayable:
Within one year or on demand ..... 107,808 92,185 116,207 172,328
In the second year ............. 12,524 71,644 – 30,000
In the third year .............. 64,671–––
Total ..................... 185,003 163,829 116,207 202,328
Analyzed into:
Other loans repayable: ...........
Within one year or on demand ..... 32,186 19,243 64,775 –
In the second year ............. 19,105 8,795 – –
In the third year .............. 8,792–––
Total ...................... 60,083 28,038 64,775 –
APPENDIX I ACCOUNTANTS’ REPORT
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Certain of the Company’s bank loans are secured by:
(a) Guarantees provided by Mr. XIAO Hongxing and Ms. LIU Jinchan as at December 31, 2022, 2023 and
2024, the guarantees were released as at September 30, 2025 (note 37);
(b) The Company’s mortgaged buildings and machinery with net carrying amounts of RMB298,865,000,
RMB285,265,000, RMB265,492,000 and RMB139,584,000 as at December 31, 2022, 2023 and 2024
and September 30, 2025 (note 13), respectively;
(c) The Company’s mortgaged land use rights with net carrying amounts of RMB5,688,000,
RMB5,504,000, RMB5,321,000 and RMB5,183,000 as at December 31, 2022, 2023 and 2024 and
September 30, 2025 (note 14), respectively; and
(d) Pledges of certain patents with carrying value of nil and nil as at December 31, 2024 and September 30,
2025, respectively.
31. SHARE CAPITAL AND TREASURY SHARES
Share capital
The Group and the Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Issued and fully paid:
Ordinary shares of RMB1.00 each .... 380,000 380,000 425,265 425,235
A summary of movements in the Company’s share capital is as follows:
Number of
shares in issue Share capital
’000 RMB’000
At January 1, 2022, December 31, 2022 and 2023 and
January 1, 2024 ........................... 380,000 380,000
Issue of shares (a) ........................... 42,300 42,300
Issue of restricted shares (b) ..................... 2,965 2,965
At December 31, 2024 ......................... 425,265 425,265
At January 1, 2025 ........................... 425,265 425,265
Repurchase and cancelation of forfeited restricted share (c) . . (30) (30)
At September 30, 2025 ........................ 425,235 425,235
APPENDIX I ACCOUNTANTS’ REPORT
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Treasury shares
The Group and the Company
Number of
shares in issue Treasury share
’000 RMB’000
At January 1, 2022, December 31, 2023 and January 1, 2024 . – –
Issue of restricted shares (b) ..................... 2,965 52,985
At December 31, 2024 ......................... 2,965 52,985
At January 1, 2025 ........................... 2,965 52,985
Repurchase and cancelation of forfeited restricted share (c) . . (30) (536)
Adjustment of cash dividends to restricted shares (d) ...... – (656)
At September 30, 2025 ........................ 2,935 51,793
(a) Upon approval by Shenzhen Stock Exchange, in connection with initial public offering of the Company
on Shenzhen Stock Exchange on April 2, 2024, 42,300,000 domestic listed Renminbi ordinary shares
(“A shares”) of a par value of RMB1.00 each were issued at a price of RMB17.43 per share at a total
cash consideration of RMB737,289,000.
(b) Pursuant to restricted shares incentive scheme approved by the shareholders’ meeting of the Company
on October 17, 2024, 2,965,000 restricted shares were granted to 222 staff at a grant price of
RMB17.87 per share. The actual capital contribution received was RMB52,985,000, and the Company
recognized treasury shares in the equivalent amount for the restricted shares repurchase obligations
correspondingly.
(c) Under the approval and authorization of the shareholders’ meeting of the Company on April 21, 2025,
the Company repurchased and canceled a total of 30,000 forfeited restricted shares as these restricted
shares will not be vested.
(d) The Company distributed cash dividends to restricted shares at RMB4.8 per 10 shares (tax inclusive)
which were revocable. The cash dividends amount of RMB656,000 which relating to the restricted
shares expected to be vested in the future, were treated as a distribution deducted from equity, and the
Company reduced treasury shares and restricted shares repurchase obligations correspondingly by the
equivalent amount.
32. SHARE-BASED PAYMENTS
Employee incentive platforms
To provide incentives and rewards to eligible participants who contribute to the Group’s operation, the
Company, has designed and established employee incentive platforms for the Company to operate restricted
share incentive schemes (the “ Schemes”). In order to implement the Schemes, Shenzhen Guangxie
Investment Enterprise (Limited Partnership) (“ Guangxie”), Shenzhen Guangsheng Investment Enterprise
(Limited Partnership) (“Guangsheng”) and Shenzhen Guangcai Investment Enterprise (Limited Partnership)
(“Guangcai”) were designated as share incentive platforms to hold the shares specially awarded to the
eligible participants as the ultimate beneficial owners. The Group has no control over the share incentive
platforms. After the grant of the awards, the participants became partners of employee incentive platforms
and are indirectly interested in the incentive shares under the terms and conditions contained in the relevant
agreements.
In December 2017, the Company granted the Group’s employees with restricted shares of Guangsheng
and Guangcai (“Share incentive scheme I”), and the initial subscription prices were between RMB2.00 to
RMB2.24 per share of the Company. The restricted shares granted to the employees under the Share incentive
scheme I should be vested and exercisable upon completion of a five-year service period.
APPENDIX I ACCOUNTANTS’ REPORT
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In December 2018, the Company granted the Group’s employees with restricted shares of Guangsheng
and Guangcai (“Share incentive scheme II”), and the initial subscription prices were between RMB2.00 to
RMB2.40 per share of the Company. The restricted shares granted to the employees under the Share incentive
scheme II should be vested and exercisable upon completion of a five-year service period.
In June 2019, the Company granted the Group’s employees with restricted shares of Guangsheng and
Guangcai (“Share incentive scheme III”), and the initial subscription price was RMB2.24 per share of the
Company. The restricted shares granted to the employees under the Share incentive scheme III should be
vested and exercisable upon completion of a five-year service period.
In September 2019, the Company granted the Group’s employees with restricted shares of Guangsheng
(“Share incentive scheme IV”), and the initial subscription price was RMB2.69 per share of the Company.
The restricted shares granted to the employees under the Share incentive scheme IV should be vested and
exercisable upon completion of a five-year service period.
Restricted share incentive scheme
In November 2024, the Company implemented a restricted share incentive scheme which are subject to
restrictions on transfer, termination and such other limitations set forth in the plan. 2,965,000 restricted
shares of the Company were granted to 222 staffs at the initial subscription price of RMB17.87 per share
under the first grant under the restricted share incentive scheme. According to the Group’s performance
appraisal, the Company or the subsidiaries performance appraisal and individual performance appraisal for
the three years ended December 31, 2024, 2025 and 2026, 40%, 30% and 30% of restricted share incentive
scheme will be unlocked respectively.
In September 2025, 635,000 reserved restricted shares of the Company were granted to 78 staffs at the
initial subscription price of RMB17.39 per share under the restricted share incentive scheme. According to
the Group’s performance appraisal, the Company or the subsidiaries performance appraisal and individual
performance appraisal for the two years ended December 31, 2025 and 2026, 50% and 50% of restricted share
incentive scheme will be unlocked respectively.
Stock option incentive plan
In November 2024, the Company implemented a stock option incentive plan, 2,965,000 stock option
were granted to 222 staffs with an exercise price of RMB35.73. According to the Group’s performance
appraisal, the Company or the subsidiaries performance appraisal and individual performance appraisal for
the three years ended December 31, 2024, 2025 and 2026, 40%, 30% and 30% of stock option would be vested
and exercisable within the following years respectively.
In September 2025, 635,000 reserved stock option were granted to 78 staffs with an exercise price of
RMB35.25. According to the Group’s performance appraisal, the Company or the subsidiaries performance
appraisal and individual performance appraisal for the two years ended December 31, 2025 and 2026, 50%
and 50% of stock option would be vested and exercisable within the following years, respectively.
Movements in the number of restricted shares for the Relevant Periods are as follows:
Year ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
’000 ’000 ’000 ’000
At beginning of the year/period . . 29,684 20,426 13,896 3,920
Granted ................ – 2 3 1 2,965 635
Forfeited ................ – (231) – (30)
Exercised ............... (9,258) (6,530) (12,941) (723)
At end of the year/period ...... 20,426 13,896 3,920 3,802
APPENDIX I ACCOUNTANTS’ REPORT
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Movement in the number of share option for the Relevant Periods is as follows:
Year ended
December 31, 2024
Nine months ended
September 30, 2025
Weighted
average
exercise price
Number of
options
Weighted
average
exercise price
Number of
options
RMB ’000 RMB ’000
At beginning of the year ...... – – 35.73 2,965
Granted ................ 35.73 2,965 35.25 635
Forfeited ................ – – 35.25 (30)
At end of the year .......... 35.73 2,965 35.25 3,570
No share option was exercised during the Relevant Periods.
The exercise price and exercise period of the share options outstanding as at the end of the reporting
period are as follows:
December 31, 2024
Number of options Exercise price Exercise period
’000 RMB
2,965 35.73 2025–2029
September 30, 2025
Number of options Exercise price Exercise period
’000 RMB
3,570 35.25 2025–2029
Share-based payment expenses during the Relevant Periods are as follows:
2024
Year ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Restricted shares granted by
the Company under the plans . . 7,392 6,554 11,803 31,806
Share options granted under
the plan ............... – – 3,583 13,476
Total .................. 7,392 6,554 15,386 45,282
APPENDIX I ACCOUNTANTS’ REPORT
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The fair value of equity-settled share options granted during the Relevant Periods, 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:
Stock option incentive plan
Year ended
December 31,
2024
Nine months
ended
September 30,
2025
Dividend yield (%) .................. 0.00 0.00
Expected volatility (%) ............... 22.01–28.03 37.39–41.71
Historical volatility (%) ............... 22.01–28.03 37.39–41.71
Risk-free interest rate (%) ............. 1.50–2.75 1.49–1.51
Share price at grant date per share (RMB per
share) ........................
44.98 85.12
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.
(a) Capital reserve
The capital reserve of the Group includes the share premium contributed by the shareholders of
the Company.
(b) Statutory reserve
In accordance with the PRC Company Law and the articles of association of the Company and
the subsidiaries established in the PRC, the Group is required to appropriate 10% of its net profits after
tax, as determined under the Chinese Accounting Standards, to the statutory reserve until the reserve
balance reaches 50% of its registered capital. Subject to certain restrictions set out in the relevant PRC
regulations and in the articles of association of the Company and the subsidiaries, the statutory reserve
may be used either to offset losses, or to be converted to increase paid-in capital, provided that the
balance after such conversion is not less than 25% of the registered capital of the respective entities.
The reserve cannot be used for purposes other than those for which it is created and is not distributable
as cash dividends.
(c) Foreign currency translation reserve
The foreign currency translation reserve comprises all foreign exchange differences arising from
the translation of the financial statements of companies of which the functional currencies are not
RMB. The reserve is dealt with in accordance with the accounting policy set out in note 2.3.
APPENDIX I ACCOUNTANTS’ REPORT
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(d) Special reserve – safety fund
Pursuant to the revised Measures for the Extraction and Use of Enterprise Safety Production
Funds issued in November 2022, the Group is required to set aside an amount to maintenance,
production and other similar funds. The funds can be used for maintenance of production and
improvements of safety and are not available for distribution to shareholders.
The Company
Capital
reserve
Share-based
payment
reserve
Special
reserve –
safety fund
Statutory
reserve
Retained
profits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2022 ..... 553,047 78,869 – 19,569 176,118 827,603
Profit for the year ...... –––– 288,876 288,876
Share-based payments .... – 7,392 – – – 7,392
Profit appropriations to
statutory reserve ..... – – – 28,888 (28,888) –
At December 31, 2022 and
January 1, 2023 ...... 553,047 86,261 – 48,457 436,106 1,123,871
Profit for the year ...... –––– 448,238 448,238
Share-based payments .... – 6,554 – – – 6,554
Profit appropriations to
statutory reserve ..... – – – 44,824 (44,824) –
Profit appropriations to
safety fund ........ – – 4,362 – (4,362) –
At December 31, 2023 and
January 1, 2024 ...... 553,047 92,815 4,362 93,281 835,158 1,578,663
Profit for the year ...... –––– 703,132 703,132
Share-based payments .... – 15,386 – – – 15,386
Profit appropriations to
statutory reserve ..... – – – 70,313 (70,313) –
Profit appropriations to
safety fund ........ – – 4,609 – (4,609) –
Issue of shares ........ 611,159 –––– 6 11,159
Issue of restricted shares . . 50,020 –––– 50,020
Dividend declared
(note 11) ......... –––– (105,575) (105,575)
At December 31, 2024 and
January 1, 2025 ...... 1,214,226 108,201 8,971 163,594 1,357,793 2,852,785
Profit for the period ..... –––– 672,467 672,467
Share-based payments .... – 45,282 – – – 45,282
Profit appropriations to
safety fund ........ – – 2,966 – (2,966) –
Repurchase and cancelation
of forfeited restricted
shares ........... (506) –––– ( 506)
Dividend declared
(note 11) ......... –––– (203,895) (203,895)
As at September 30, 2025 . . 1,213,720 153,483 11,937 163,594 1,823,399 3,366,133
APPENDIX I ACCOUNTANTS’ REPORT
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34. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Major non-cash transactions
During the years ended December 31, 2022, 2023 and 2024 and nine months ended September 30, 2024
and September 30, 2025, the Group had non-cash additions to right-of-use assets and lease liabilities of
RMB5,938,000, RMB9,810,000, RMB1,047,000, RMB707,000 (unaudited) and RMB3,359,000,
respectively, in respect of lease arrangements for properties.
(b) Changes in liabilities arising from financing activities
Interest-
bearing
bank and
other
loans
Lease
liabilities
Dividend
payable Total
RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2022 ............. 229,547 22,402 – 251,949
Additions ................... 423,991 5,938 – 429,929
Payment .................... (277,787) (14,642) – (292,429)
Non-cash settlement of other loans* . . . (50,544) – – (50,544)
Interest paid ................. (12,445) – – (12,445)
Interest expense(note 7) .......... 10,742 924 – 11,666
At December 31, 2022 ........... 323,504 14,622 – 338,126
At January 1, 2023 ............. 323,504 14,622 – 338,126
Additions ................... 320,369 9,810 – 330,179
Payment .................... (246,824) (14,727) – (261,551)
Non-cash settlement of other loans* . . . (13,462) – – (13,462)
Early termination .............. – (737) – (737)
Interest paid ................. (12,982) – – (12,982)
Interest capitalized (note 7) ........ (465) – – (465)
Interest expense (note 7) .......... 13,074 1,318 – 14,392
At December 31, 2023 ........... 383,214 10,286 – 393,500
At January 1, 2024 ............. 383,214 10,286 – 393,500
Additions ................... 220,801 1,047 – 221,848
Payment .................... (193,105) (10,696) – (203,801)
Non-cash settlement of other loans* . . . 2,303 – – 2,303
Early termination .............. – (416) – (416)
Interest paid ................. (13,949) – – (13,949)
Interest capitalized (note 7) ........ (458) – – (458)
Interest expense (note 7) .......... 16,113 212 – 16,325
Dividend declared (note 11) ....... – – 105,575 105,575
Dividend paid (note 11) .......... – – (105,575) (105,575)
At December 31, 2024 ........... 414,919 433 – 415,352
APPENDIX I ACCOUNTANTS’ REPORT
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Interest-
bearing
bank and
other
loans
Lease
liabilities
Dividend
payable Total
RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2024 ............. 383,214 10,286 – 393,500
Additions (Unaudited) ........... 134,069 707 – 134,776
Payment (Unaudited) ............ (115,420) (8,398) – (123,818)
Non-cash settlement of other loans*
(Unaudited) ................ ––––
Early termination (Unaudited) ...... ––––
Interest paid (Unaudited) .......... (11,942) – – (11,942)
Interest capitalized (Unaudited)
(note 7) ................... (458) – – (458)
Interest expense (Unaudited) (note 7) . . 12,260 140 – 12,400
Dividend declared (Unaudited)
(note 11) .................. – – 105,575 105,575
Dividend paid (Unaudited) (note 11). . . – – (105,575) (105,575)
At September 30, 2024 (Unaudited) . . . 401,723 2,735 – 404,458
At January 1, 2025 ............. 414,919 433 – 415,352
Additions ................... 268,904 3,359 – 272,263
Payment .................... (115,020) (681) – (115,701)
Non-cash settlement of other loans* . . . (2,372) – – (2,372)
Exchange realignment ........... – (23) – (23)
Interest paid ................. (12,071) – – (12,071)
Interest expense (note 7) .......... 14,425 41 – 14,466
Dividend declared (note 11) ........ – – 203,895 203,895
Dividend paid (note 11) .......... – – (203,895) (203,895)
At September 30, 2025 ........... 568,785 3,129 – 571,914
* The non-cash settlement of other loans comprises (i) the settlement of other loans arising from
endorsed bills receivable that are not derecognized and (ii) the netting of refundable sale and
leaseback deposits against lease payments payable.
(c) Total cash outflow for leases
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Within operating activities ..... 6 3 5 2 5 8 8 5 8 5 2 5 8,112
Within financing activities ..... 14,642 14,727 10,696 8,398 681
Total ................ 15,277 14,985 11,554 8,923 8,793
APPENDIX I ACCOUNTANTS’ REPORT
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35. CONTINGENT LIABILITIES
Delton Numerical Control Technology (Dongguan) Co., Ltd. (“ Delton Dongguan”), a subsidiary of the
Company, was an owner of a construction project for the Group’s dongguan facility in Guangzhou base. The general
contractor of the project was currently a defendant in a lawsuit, Delton Dongguan was as a co-defendant. Up to the
date of this report, the lawsuit is in process.
The Group is of the view that the lawsuit is still at an early stage, the outcome of this case is subject to a high
degree of uncertainty and cannot be measured reliably. Therefore, the Group has not provided for any claim arising
from the lawsuit, other than the related legal and other costs.
36. PLEDGE OF ASSETS
Details of the Group’s assets pledged are included in notes 13, 14, 20 and 24 to the Historical Financial
Information at the end of each of the Relevant Periods.
37. COMMITMENTS
The Group had the following contractual commitments at the end of each of the Relevant Periods:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Construction in progress .......... 193,960 107,011 179,265 273,759
38. RELATED PARTY TRANSACTIONS
(a) Names and relationships
Name of related parties Relationship with the Group
Mr. XIAO Hongxing ................. A nultimate controlling shareholder of
the Company and an executive director
Ms. LIU Jinchan ................... A nultimate controlling shareholder of
the Company and a director
Guangzhou Zhenyun Investment Co., Ltd. ...... Shareholder of the Company with
more than 5% of direct shareholding
Shenzhen Guangxie Investment Enterprise
(Limited Partnership) ...............
Shareholder of the Company with
more than 5% of direct shareholding
Shenzhen Guangsheng Investment Enterprise
(Limited Partnership) ...............
Shareholder of the Company with
more than 5% of direct shareholding
Shenzhen Guangcai Investment Enterprise
(Limited Partnership) ...............
Shareholder of the Company with
more than 5% of direct shareholding
Dongguan Guanghua Chemical Industry Co., Ltd. . . Controlled by an ultimate controlling person of the Company
Dongguan Superb Electronic Materials Co., Ltd. . . . Controlled by an ultimate controlling person of the Company
Dongguan Guanghua Environmental Protection
Technology Co., Ltd. ................
Controlled by an ultimate controlling person of the Company
Dongguan Longbo Automation Equipment
C o . , L t d . ......................
Entity with more than 5% of shares held by
an ultimate controlling person of the Company
APPENDIX I ACCOUNTANTS’ REPORT
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(b) The Group had the following transactions with related parties during the Relevant Periods and
the nine months ended September 30, 2024:
As at December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Purchases of goods and services
(note i)
Dongguan Superb Electronic
Materials Co., Ltd. ....... 7,401 10,974 14,548 10,900 14,502
Dongguan Guanghua
Environmental Protection
Technology Co., Ltd. ...... 9,369 5,787 6,686 3,815 9,208
Dongguan Guanghua Chemical
Industry Co., Ltd. ........ 7––––
Total ................ 16,777 16,761 21,234 14,715 23,710
(i) The purchases from the related parties were made according to the published prices and
conditions offered by the related parties to their major customers. The credit terms granted by
the related parties were generally in line with the credit terms granted to their major customers.
(c) Details of guarantees by the related parties:
The Group as the secured party:
As at December 31, 2022
RMB’000
Effective
period Fulfilled
Mr. XIAO Hongxing ................ 13,917 2022–2023 No
Mr. XIAO Hongxing ................ 33,134 2022–2024 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 42,878 2022–2023 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 24,943 2022–2023 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 5,181 2022–2023 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 188,649 2022–2023 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 56,957 2022–2023 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 49,551 2022–2023 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 41,380 2022–2025 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 5,000 2022–2025 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 29,993 2022–2025 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 15,151 2022–2023 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 63,879 2022–2023 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 15,482 2022–2023 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 24,000 2022–2023 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 24,000 2022–2023 No
Total ......................... 634,095
APPENDIX I ACCOUNTANTS’ REPORT
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As at December 31, 2023
RMB’000
Effective
period Fulfilled
Mr. XIAO Hongxing ................ 20,945 2023–2024 No
Mr. XIAO Hongxing ................ 26,710 2023–2024 No
Mr. XIAO Hongxing ................ 28,025 2023–2024 No
Mr. XIAO Hongxing ................ 65,572 2023–2024 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 30,000 2023–2024 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 14,000 2023–2024 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 6,610 2022–2024 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 37,597 2023–2024 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 6,910 2023–2024 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 37,597 2023–2024 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 100,960 2023–2024 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 126,982 2023–2024 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 13,000 2023–2024 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 25,092 2022–2025 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 2,800 2022–2025 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 51,334 2023–2031 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 74,507 2023–2028 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 58,878 2022–2025 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 85,116 2022–2025 No
Total ......................... 812,635
As at December 31, 2024
RMB’000
Effective
period Fulfilled
Mr. XIAO Hongxing ................ 20,000 2024–2025 No
Mr. XIAO Hongxing ................ 44,000 2024–2025 No
Mr. XIAO Hongxing ................ 17,808 2024–2025 No
Mr. XIAO Hongxing ................ 63,127 2024–2025 No
Mr. XIAO Hongxing ................ 7,253 2024–2025 No
Mr. XIAO Hongxing ................ 14,076 2024–2025 No
Mr. XIAO Hongxing ................ 16,684 2024–2025 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 71,643 2022–2025 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 103,676 2022–2031 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 97,085 2023–2023 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 20,000 2024–2025 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 8 2 5 2022–2025 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 7,967 2022–2025 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 22,371 2024–2025 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 114,470 2024–2025 No
Mr. XIAO Hongxing, Ms. LIU Jinchan .... 21,096 2024–2025 No
Total ......................... 642,081
The guarantees granted by related parties were released as at September 30, 2025.
APPENDIX I ACCOUNTANTS’ REPORT
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(d) Outstanding balances with related parties as at December 31, 2022, 2023 and 2024 and September
30, 2025:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills payables
Dongguan Guanghua Chemical
Industry Co., Ltd. ......... 3 8 3 8 – –
Dongguan Longbo Automation
Equipment Co., Ltd. ....... 1 1 1 1 1 1 –
Dongguan Superb Electronic
Materials Co., Ltd. ........ 4,413 6,942 5,831 5,595
Dongguan Guanghua
Environmental Protection
Technology Co., Ltd. ....... – 1 8 0 – –
Total .................. 4,462 7,171 5,842 5,595
Other payables and accruals
Dongguan Guanghua
Environmental Protection
Technology Co., Ltd. ....... 4 9 2 5 7 8 1,415 2,477
As at December 31, 2022, 2023 and 2024 and September 30, 2025 all the outstanding balances with
related parties were trade in nature.
(e) Compensation of key management personnel of the Group:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Short term employee benefits . . . 20,898 21,277 22,966 16,396 15,859
Share-based payment expenses . . 4,879 5,042 2,861 1,872 60
Total ................ 25,777 26,319 25,827 18,268 15,919
Further details of directors’ and supervisors’ emoluments are included in note 8 to the Historical
Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
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39. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments at the end of each of the Relevant
Periods were as follows:
As at December 31, 2022
Financial assets
Financial
assets at fair
value through
profit or loss
Financial
assets at
fair value
through other
comprehensive
income
Financial
assets at
amortized
cost Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables ......... – – 704,733 704,733
Financial assets included in
prepayments, other receivables and
other assets ................. – – 10,414 10,414
Pledged and restricted deposits ...... – – 81,063 81,063
Cash and cash equivalents ......... – – 200,047 200,047
Total ...................... – – 996,257 996,257
Financial liabilities
Financial
liabilities at
amortized cost
RMB’000
Trade and bills payables ...................................... 1,129,255
Financial liabilities included in other payables and accruals ................ 75,907
Interest-bearing bank and other borrowings .......................... 323,504
Total .................................................. 1,528,666
As at December 31, 2023
Financial assets
Financial assets
at fair value
through other
comprehensive
income
Financial assets
at amortized
cost Total
RMB’000 RMB’000 RMB’000
Financial assets at fair value through other
comprehensive income ............ 13,012 – 13,012
Trade and bills receivables ........... – 886,657 886,657
Financial assets included in prepayments,
other receivables and other assets ...... – 10,741 10,741
Pledged and restricted deposits ......... – 82,064 82,064
Cash and cash equivalents ............ – 349,203 349,203
Total ......................... 13,012 1,328,665 1,341,677
APPENDIX I ACCOUNTANTS’ REPORT
– I-86 –


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Financial liabilities
Financial
liabilities at
amortized cost
RMB’000
Trade and bills payables ...................................... 1,221,691
Financial liabilities included in other payables and accruals ................ 41,952
Derivative financial instruments ................................. 1,422
Interest-bearing bank and other borrowings .......................... 383,214
Total .................................................. 1,648,279
As at December 31, 2024
Financial assets
Financial
assets at fair
value through
profit or loss
Financial
assets at fair
value through
other
comprehensive
income
Financial
assets at
amortized
cost Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at fair value
through profit or loss ..... 291,070 – – 291,070
Financial assets at fair value
through other comprehensive
income .............. – 1,048 ~ 1,048
Trade and bills receivables . . . – – 1,292,954 1,292,954
Financial assets included in
prepayments, other
receivables and other assets . – – 10,840 10,840
Pledged and restricted
deposits ............. – – 86,210 86,210
Cash and cash equivalents .... – – 635,071 635,071
Total ................. 291,070 1,048 2,025,075 2,317,193
Financial liabilities
Financial
liabilities at
amortized cost
RMB’000
Trade and bills payables ...................................... 1,646,602
Financial liabilities included in other payables and accruals ................ 156,119
Derivative financial instruments ................................. 8,088
Interest-bearing bank and other borrowings .......................... 414,919
Total .................................................. 2,225,728
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 397 ---
As at September 30, 2025
Financial assets
Financial
assets at fair
value through
profit or loss
Financial
assets at fair
value through
other
comprehensive
income
Financial
assets at
amortized
cost Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at fair value
through profit or loss ..... 191,509 – – 191,509
Derivative financial
instruments ........... 6 1 4 – – 6 1 4
Financial assets at fair value
through other comprehensive
income .............. – 1,427 – 1,427
Trade and bills receivables . . . – – 1,731,367 1,731,367
Financial assets included in
prepayments, other
receivables and other assets . – – 6,235 6,235
Pledged and restricted
deposits ............. – – 93,052 93,052
Cash and cash equivalents .... – – 702,425 702,425
Total ................. 192,123 1,427 2,533,079 2,726,629
Financial liabilities
Financial
liabilities at
amortized cost
RMB’000
Trade and bills payables ...................................... 2,075,794
Financial liabilities included in other payables and accruals ................ 117,303
Interest-bearing bank and other borrowings .......................... 568,785
Total .................................................. 2,761,882
Transfers of financial assets
Transferred financial assets that are not derecognized in their entirety
At December 31, 2022, 2023 and 2024 and September 30, 2025, the Group endorsed certain bills
receivable in the Chinese Mainland (the “Endorsed Bills”) with carrying amounts of RMB74,323,000,
RMB36,551,000, RMB102,335,000 and RMB22,085,000, respectively, to certain of its suppliers in order to
settle the trade payables due to such suppliers (the “Endorsement”). In the opinion of the directors, the
Group has retained the substantial risks and rewards, which include default risks relating to such Endorsed
Bills, and accordingly, it continued to recognize the full carrying amounts of the Endorsed Bills and the
associated trade payables settled. Subsequent to the Endorsement, the Group did not retain any rights on the
use of the Endorsed Bills, including the sale, transfer or pledge of the Endorsed Bills to any other third
parties.
APPENDIX I ACCOUNTANTS’ REPORT
– I-88 –


--- page 398 ---
Transferred financial assets that are derecognized in their entirety
At December 31, 2022, 2023 and 2024 and September 30, 2025, the Group endorsed certain bills
receivable accepted by banks in the Chinese Mainland (the “ Derecognized Bills”) to certain of its suppliers in
order to settle the trade payables due to such suppliers with carrying amounts in aggregate of
RMB16,779,000, RMB20,243,000, RMB17,447,000 and RMB101,438,000. The Derecognized Bills maturity
of one to six months at the end of the Relevant Periods. In accordance with the Law of Negotiable Instruments
in the PRC, the holders of the Derecognized Bills may exercise the right of recourse against any, several or all
of the persons liable for the Derecognized Bills, including the Group, in disregard of the order of precedence
(the “Continuing Involvement”). In the opinion of the directors, the risk of the Group being claimed by the
holders of the Derecognized Bills is remote in the absence of a default of the accepted banks. The Group has
transferred substantially all risks and rewards relating to the Derecognized Bills. Accordingly, it has
derecognized the full carrying amounts of the Derecognized Bills and the associated trade payables. The
maximum exposure to loss from the Group’s Continuing Involvement in the Derecognized Bills and the
undiscounted cash flows to repurchase these Derecognized Bills is equal to their carrying amounts. In the
opinion of the directors, the fair values of the Group’s Continuing Involvement in the Derecognized Bills are
not significant.
During the Relevant Periods, the Group has recognized a loss on the date of transfer of the
Derecognized Bills of approximately nil, RMB50,000, nil and RMB7,000, respectively. No gains or losses
were recognized from the Continuing Involvement, both during the Relevant Periods or cumulatively. The
endorsement has been made evenly throughout the Relevant Periods.
40. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Management has assessed that the fair values of cash and cash equivalents, trade and bills receivables,
financial assets included in other receivables, pledged and restricted deposits, and other assets, interest-bearing
bank and other borrowings (current portion), trade and bills payables, and financial liabilities included in other
payables and accruals approximate to their carrying amounts largely due to the short term maturities of these
instruments.
The Group’s finance team headed by the chief finance controller is responsible for determining the policies
and procedures for the fair value measurement of financial instruments. The finance team reports directly to the
finance head. At each reporting date, the finance team analyzes 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 finance
head.
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 carrying amounts and fair values of the Group’s financial instruments are as follows:
As at December 31, 2022
Carrying
amounts Fair values
RMB’000 RMB’000
Financial liabilities
Interest-bearing bank and other borrowings ............ 323,504 313,166
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 399 ---
As at December 31, 2023
Carrying
amounts Fair values
RMB’000 RMB’000
Financial assets
Financial assets at fair value through
other comprehensive income .................... 13,012 13,012
Financial liabilities
Derivative financial instruments ................... 1,422 1,422
Interest-bearing bank and other borrowings ............ 383,214 371,824
Total .................................... 384,636 373,246
As at December 31, 2024
Carrying
amounts Fair values
RMB’000 RMB’000
Financial assets
Financial assets at fair value through
other comprehensive income .................... 1,048 1,048
Financial assets at fair value through profit or loss ....... 291,070 291,070
Total .................................... 292,118 292,118
Financial liabilities
Derivative financial instruments ................... 8,088 8,088
Interest-bearing bank and other borrowings ............ 414,919 399,509
Total .................................... 423,007 407,597
As at September 30, 2025
Carrying
amounts Fair values
RMB’000 RMB’000
Financial assets
Financial assets at fair value through
other comprehensive income .................... 1,427 1,427
Derivative financial instruments ................... 6 1 4 6 1 4
Financial assets at fair value through profit or loss ....... 191,509 191,509
Total .................................... 193,550 193,550
Financial liabilities
Interest-bearing bank and other borrowings ............ 568,785 574,860
Total .................................... 568,785 574,860
APPENDIX I ACCOUNTANTS’ REPORT
– I-90 –


--- page 400 ---
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 December 31, 2022
Fair value measurement using
Quoted prices
in active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
Unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables . . . – 704,733 – 704,733
As at December 31, 2023
Fair value measurement using
Quoted prices
in active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at fair value
through other comprehensive
income .............. – 13,012 – 13,012
Trade and bills receivables . . . – 886,657 – 886,657
Total ................. – 899,669 – 899,669
As at December 31, 2024
Fair value measurement using
Quoted prices
in active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at fair value
through other comprehensive
income .............. – 1,048 – 1,048
Financial assets at fair value
through profit or loss ..... – 291,070 – 291,070
Trade and bills receivables . . . – 1,292,954 – 1,292,954
Total ................. – 1,585,072 – 1,585,072
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 401 ---
As at September 30, 2025
Fair value measurement using
Quoted prices
in active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at fair value
through other comprehensive
income .............. – 1,427 – 1,427
Derivative financial
instruments ........... – 6 1 4 – 6 1 4
Financial assets at fair value
through profit or loss ..... – 191,509 – 191,509
Trade and bills receivables . . . – 1,731,367 – 1,731,367
Total ................. – 1,924,917 – 1,924,917
Liabilities measured at fair value
As at December 31, 2023
Fair value measurement using
Quoted prices
in active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Derivative financial
instruments ........... – 1,422 – 1,422
As at December 31, 2024
Fair value measurement using
Quoted prices
in active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Derivative financial
instruments ........... – 8,088 – 8,088
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 financial assets.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 402 ---
41. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise interest-bearing bank loans, finance assets at fair value
through profit or loss and cash and cash equivalents. 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
receivables and trade payables, which arise directly from its operations.
The main risks arising from the Group’s financial instruments are foreign currency risk, credit risk and
liquidity risk. The board of directors reviews and agrees policies for managing each of these risks and they are
summarized below.
Interest rate risk
The Group’s exposure to the risk of changes in interest rates relates primarily to the Group’s debt
obligations in RMB with floating interest rates.
The Group’s policy is to manage its interest costs using a mix of fixed and floating rate debts with
respect to the prevailing interest rate environment. The Group mitigates the risk by monitoring closely the
movements in interest rates and reviewing its banking facilities regularly. The Group has not used any interest
rate swap to hedge its exposure to interest rate risk.
If interest rates had been 100 basis points higher/lower with all other variables held constant, the
post-tax profit for the year would have been decreased/increased by RMB2,671,000, RMB3,150,000 and
RMB3,194,000 and RMB4,846,000 at December 31, 2022, 2023 and 2024 and September 30, 2025,
respectively.
Foreign currency risk
The Group has transactional currency exposures. Such exposures arise from sales or purchases by
operating units and investing and financing activities by investment holding units in currencies other than the
units’ functional currencies.
The following table demonstrates the sensitivity at the end of each of the Relevant Periods to a
reasonably possible change in the foreign exchange rates, with all other variables held constant, of the
Group’s profit after tax.
(Decrease)/
increase
in foreign
currency rate
Increase/
(decrease) in
profit after tax
% RMB’000
As at December 31, 2022
If the RMB weakens against the USD ........... (10) 51,700
If the RMB strengthens against the USD .......... 1 0 (51,700)
If the RMB weakens against the EUR ........... (10) 305
If the RMB strengthens against the EUR .......... 1 0 (305)
As at December 31, 2023
If the RMB weakens against the USD ........... (10) 79,677
If the RMB strengthens against the USD .......... 1 0 (79,677)
If the RMB weakens against the EUR ........... (10) 421
If the RMB strengthens against the EUR .......... 1 0 (421)
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 403 ---
(Decrease)/
increase
in foreign
currency rate
Increase/
(decrease) in
profit after tax
% RMB’000
As at December 31, 2024
If the RMB weakens against the USD ........... (10) 82,726
If the RMB strengthens against the USD .......... 1 0 (82,726)
If the RMB weakens against the EUR ........... (10) 1,135
If the RMB strengthens against the EUR .......... 1 0 (1,135)
As at September 30, 2025
If the RMB weakens against the USD ........... (10) 166,779
If the RMB strengthens against the USD .......... 1 0 (166,779)
If the RMB weakens against the EUR ........... (10) 1,298
If the RMB strengthens against the EUR .......... 1 0 (1,298)
Credit risk
An impairment analysis was performed at end of each of the Relevant Periods using a provision matrix
to measure expected credit losses. The provision rates are based on aging for groupings of various customer
segments with similar loss patterns. The calculation reflects the probability-weighted outcome, the time value
of money and reasonable and supportable information that is available at the reporting date about past events,
current conditions and forecasts of future economic conditions.
Maximum exposure and year-end staging
The table below shows the credit quality and the maximum exposure to credit risk based on the Group’s
credit policy, which is mainly based on aging information unless other information is available without undue
cost or effort, and year-end staging classification as at the end of each of the Relevant Periods. The amounts
presented are gross carrying amounts for financial assets.
As at December 31, 2022
12-month
ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables . . . 74,323 – – 630,410 704,733
Financial assets included in
prepayments, other
receivables and other assets . 10,414 – – – 10,414
Pledged and restricted
deposits ............. 81,063 – – – 81,063
Cash and cash equivalents .... 200,047 – – – 200,047
Total ................. 365,847 – – 630,410 996,257
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 404 ---
As at December 31, 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 . . . 37,192 – – 849,465 886,657
Financial assets included in
prepayments, other
receivables and other assets . 10,741 – – – 10,741
Pledged and restricted
deposits ............. 82,064 – – – 82,064
Cash and cash equivalents .... 349,203 – – – 349,203
Total ................. 479,200 – – 849,465 1,328,665
As at December 31, 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 . . . 105,765 – – 1,187,189 1,292,954
Financial assets included in
prepayments, other
receivables and other assets . 10,840 – – – 10,840
Pledged and restricted
deposits ............. 86,210 – – – 86,210
Cash and cash equivalents .... 635,071 – – – 635,071
Total ................. 837,886 – – 1,187,189 2,025,075
As at September 30, 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 . . . 22,099 – – 1,709,268 1,731,367
Financial assets included in
prepayments, other
receivables and other assets . 6,235 – – – 6,235
Pledged and restricted
deposits ............. 93,052 – – – 93,052
Cash and cash equivalents .... 702,425 – – – 702,425
Total ................. 828,398 – – 1,709,268 2,533,079
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 405 ---
Liquidity risk
The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool. This tool
considers the maturity of both its financial instruments and financial assets (e.g., trade and bills receivables)
and projected cash flows from operations.
The maturity profile of the Group’s financial liabilities and lease liabilities as at end of each of the
Relevant Periods, based on the contractual undiscounted payments, is as follows:
As at December 31, 2022
Less than
1 year 1 to 3 years Over 3 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Interest-bearing bank and
other borrowings ........ 180,069 150,609 – 330,678
Trade and bills payables ..... 1,129,255 – – 1,129,255
Other payables and accruals . . 75,907 – – 75,907
Lease liabilities .......... 14,697 243 – 14,940
Total ................. 1,399,928 150,852 – 1,550,780
As at December 31, 2023
Less than
1 year 1 to 3 years Over 3 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Interest-bearing bank and
other borrowings ........ 161,797 166,344 71,827 399,968
Derivative financial
instruments ........... 1,422 – – 1,422
Trade and bills payables ..... 1,221,691 – – 1,221,691
Other payables and accruals . . 41,952 – – 41,952
Lease liabilities .......... 10,049 438 – 10,487
Total ................. 1,436,911 166,782 71,827 1,675,520
As at December 31, 2024
Less than
1 year 1 to 3 years Over 3 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Interest-bearing bank and
other borrowings ........ 229,809 108,631 85,982 424,422
Derivative financial
instruments ........... 8,088 – – 8,088
Trade and bills payables ..... 1,646,602 – – 1,646,602
Other payables and accruals . . 156,119 – – 156,119
Lease liabilities .......... 4 3 8 – – 4 3 8
Total ................. 2,041,056 108,631 85,982 2,235,669
APPENDIX I ACCOUNTANTS’ REPORT
– I-96 –


--- page 406 ---
As at September 30, 2025
Less than
1 year 1 to 3 years Over 3 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Interest-bearing bank and other
borrowings ........... 244,428 312,556 48,591 605,575
Trade and bills payables ..... 2,075,794 – – 2,075,794
Other payables and accruals . . 117,303 – – 117,303
Lease liabilities .......... 7 2 5 1,450 1,208 3,383
Total ................. 2,438,250 314,006 49,799 2,802,055
Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit
profile and healthy capital ratios in order to support its business and maximize 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 adjust the dividend payment to
shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives,
policies or processes for managing capital during the year/period.
The Group monitors capital using the debt to asset ratio, which is total liabilities divided by total
assets. The debt to asset ratios as at the end of each of the Relevant Periods were as follows:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Total liabilities ............ 1,835,782 1,982,118 2,611,910 3,137,765
Total assets .............. 3,244,856 3,812,432 5,685,756 6,771,716
Debt-to-asset ratio .......... 5 7 % 5 2 % 4 6 % 4 6 %
42. EVENTS AFTER THE RELEV ANT PERIODS
There were no significant events after the end of the Relevant Periods that require additional disclosure or
adjustments.
43. 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 September 30, 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-97 –


--- page 407 ---
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 for information purposes only. The pro
forma financial information should be read in conjunction with the “Financial Information”
section in this prospectus and the Accountants’ Report set out in Appendix I to this prospectus.
A. UNAUDITED PRO FORMA ADJUSTED STATEMENT OF CONSOLIDATED NET
TANGIBLE ASSETS
The following unaudited pro forma adjusted consolidated net tangible assets has been
prepared in accordance with Rule 4.29 of the Hong Kong Listing Rules and with reference to
Accounting Guideline 7 “Preparation of Pro Forma Financial Information for inclusion in
Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants for
illustration purposes only, and is set out here to illustrate the effect of the Global Offering on
our consolidated net tangible assets as of September 30, 2025 as if it had taken place on
September 30, 2025.
The unaudited pro forma adjusted statement of consolidated net tangible assets of the
Group to the 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 had the Global Offering been completed as of September 30, 2025 or any future date. It
is prepared based on our consolidated net tangible assets attributable to the owners of the
Company as of September 30, 2025 as set out in the Accountants’ Report as set out in
Appendix I to this prospectus, and adjusted as described below. The unaudited pro forma
adjusted statement of consolidated net tangible assets attributable to the owners of the
Company does not form part of the Accountants’ Report as set out in Appendix I to this
prospectus.
Consolidated
net tangible
assets
attributable to
owners of the
Company as at
September 30,
2025
Estimated net
proceeds from
the Global
Offering
Unaudited pro
forma adjusted
consolidated
net tangible
assets as at
September 30,
2025
Unaudited pro forma adjusted
consolidated net tangible assets
attributable to owners of
the Company per Share
as at September 30, 2025
RMB’000
(Note 1)
RMB’000
(Note 2)
RMB’000 RMB
(Note 4)
(HK$ equivalent)
(Note 4)
Based on an Offer
Price of HK$71.88
per Share ...... 3,615,142 2,806,049 6,421,191 13.59 15.39
APPENDIX IIA UNAUDITED PRO FORMA FINANCIAL INFORMATION
– IIA-1 –


--- page 408 ---
Notes:
(1) The consolidated net tangible assets attributable to owners of the Company as at June 30, 2025 is
extracted from “Appendix I — Accountants’ Report”, which is based on the consolidated equity
attributable to owners of the parent as of September 30, 2025 of approximately RMB3,633,951,000,
less intangible assets of approximately RMB18,809,000 as of September 30, 2025.
(2) The estimated net proceeds from the Global Offering are based on the Offer Price of HK$71.88 per
Share, after deduction of the underwriting fees and other related expenses payable by the Company
(excluding the listing expense that have been charged to profit or loss during the Track Record Period).
The estimated net proceeds from the Global Offering are converted from Hong Kong dollars into
Renminbi at an exchange rate of HK$1.00 to RMB0.88327 prevailing on the Latest Practicable Date.
(3) The unaudited pro forma adjusted consolidated net tangible assets per Share is calculated based on
472,446,482 Shares in issue immediately following the completion of the Global Offering.
(4) The unaudited pro forma adjusted consolidated net tangible assets per Share is converted into Hong
Kong dollars at an exchange rate of HK$1.00 to RMB0.88327 prevailing on the Latest Practicable
Date.
(5) Except as disclosed above, no adjustment has been made to reflect any trading result or other
transactions of the Group entered into subsequent to September 30, 2025.
APPENDIX IIA UNAUDITED PRO FORMA FINANCIAL INFORMATION
– IIA-2 –


--- page 409 ---
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF PRO FORMA FINANCIAL INFORMATION
The following is the text of a report received from the Company’s reporting accountants,
Ernst &Young, Certified Public Accountants, Hong Kong, for the purpose of incorporation in
this prospectus.
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hong Kong
ᆿ≮ᴹ䀾ᑡӁएᡶ
俏⑥券冐⏂㤧ⲽ䚉979㲕
འਚ඀жᓝ27⁉
Tel䴱䂧: +852 2846 9888
Faxⵕ: +852 2868 4432
ey.com
To the Directors of Delton Technology (Guangzhou) Inc.
We have completed our assurance engagement to report on the compilation of pro forma
financial information of Delton Technology (Guangzhou) Inc. (the “Company”) and its
subsidiary (hereinafter collectively referred to as the “Group”) by the directors of the
Company (the “Directors”) for illustrative purposes only. The pro forma financial
information consists of the pro forma consolidated net tangible assets as at 30 September 2025
and related notes as set out on pages IIA-1 to IIA-2 of the prospectus dated 12 March 2026
(the “Prospectus”) issued by the Company (the “ Pro Forma Financial Information ”). The
applicable criteria on the basis of which the Directors have compiled the Pro Forma Financial
Information are described on pages IIA-1 to IIA-2 in Appendix IIA of the Prospectus.
The 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
30 September 2025 as if the transaction had taken place at 30 September 2025. As part of this
process, information about the Group’s financial position has been extracted by the Directors
from the Group’s financial statements for the period ended 30 September 2025, on which an
accountants’ report has been published.
Directors’ responsibility for the Pro Forma Financial Information
The Directors are responsible for compiling the 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 F orma Financial Information for Inclusion in
Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants (the
“HKICPA”).
Our independence and quality control
We have complied with the independence and other ethical requirements of the Code of
Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental
principles of integrity, objectivity, professional competence and due care, confidentiality and
professional behavior.
APPENDIX IIA UNAUDITED PRO FORMA FINANCIAL INFORMATION
– IIA-3 –


--- page 410 ---
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 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 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 F orma
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 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 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 Pro Forma Financial Information.
The purpose of the 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 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 Pro Forma Financial Information provide a reasonable basis for presenting
the significant effects directly attributable to the transaction, and to obtain sufficient
appropriate evidence about whether:
• the related pro forma adjustments give appropriate effect to those criteria; and
• the 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 Pro Forma Financial Information has been compiled, and other relevant
engagement circumstances.
APPENDIX IIA UNAUDITED PRO FORMA FINANCIAL INFORMATION
– IIA-4 –


--- page 411 ---
The engagement also involves evaluating the overall presentation of the 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 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 Pro Forma Financial
Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Yours faithfully,
Certified Public Accountants
Hong Kong
12 March 2026
APPENDIX IIA UNAUDITED PRO FORMA FINANCIAL INFORMATION
– IIA-5 –


--- page 412 ---
The following is the preliminary financial information of our Group as of and for the
year ended December 31, 2025 (the “ 2025 Preliminary Financial Information ”), together
with comparative figures as of and for the year ended December 31, 2024 and a discussion
and analysis of our Group’s financial condition and results of operations. The 2025
Preliminary Financial Information has not been audited. Investors should bear in mind that
the 2025 Preliminary Financial Information in this Appendix IIB may be subject to
adjustments.
2025 PRELIMINARY FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Notes 2025 2024
RMB’000 RMB’000
(Unaudited)
REVENUE .......................... 4 5,485,371 3,734,285
Cost of sales ......................... (3,596,675) (2,487,825)
Gross profit ......................... 1,888,696 1,246,460
Other income and gains ................ 5 66,010 91,212
Selling and marketing expenses .......... (128,743) (106,620)
Administrative expenses ................ (239,252) (157,491)
Research and development costs .......... (279,793) (179,197)
Other expenses ....................... (153,251) (116,016)
Finance costs ........................ 7 (16,571) (15,867)
Share of loss of an associate ............. (197) –
PROFIT BEFORE TAX ................ 6 1,136,899 762,481
Income tax expense ................... 8 (121,110) (86,381)
PROFIT FOR THE YEAR ............... 1,015,789 676,100
OTHER COMPREHENSIVE (LOSS)/
INCOME
Other comprehensive income/(loss) that
may be reclassified to profit or loss in
subsequent periods:
Exchange differences on translation of
foreign operations ................... (5,645) 4,162
OTHER COMPREHENSIVE (LOSS)/
INCOME FOR THE YEAR,
N E TO FT A X ...................... (5,645) 4,162
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR ........................ 1,010,144 680,262
Profit attributable to:
Owners of the parent ................. 1,015,789 676,100
Total comprehensive income attributable to:
Owners of the parent ................. 1,010,144 680,262
EARNING PER SHARE ATTRIBUTABLE
TO ORDINARY EQUITY HOLDERS OF
THE PARENT ......................
Basic (RMB) ........................ 10 2.40 1.66
Diluted (RMB) ....................... 10 2.39 1.65
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-1 –


--- page 413 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Notes
December 31,
2025
December 31,
2024
RMB’000 RMB’000
(Unaudited)
NON-CURRENT ASSETS
Property, plant and equipment ............ 3,335,026 2,567,318
Right-of-use assets .................... 147,447 104,949
Intangible assets ...................... 20,733 18,695
Investment in an associate .............. 11,803 –
Deferred tax assets .................... 54,945 75,652
Other non-current assets ................ 278,295 70,464
Total non-current assets ................ 3,848,249 2,837,078
CURRENT ASSETS
Inventories .......................... 764,446 458,550
Trade and bills receivables .............. 11 2,050,117 1,292,954
Prepayments, deposits and other receivables . 12 154,093 83,775
Financial assets at fair value through
profit or loss ....................... 190,468 291,070
Derivative financial instruments .......... 3,045 –
Financial assets at fair value through other
comprehensive income ............... 11,865 1,048
Pledged and restricted deposits ........... 109,422 86,210
Cash and cash equivalents ............... 410,368 635,071
Total current assets .................... 3,693,824 2,848,678
CURRENT LIABILITIES
Trade and bills payables ................ 13 2,379,987 1,646,602
Other payables and accruals ............. 14 222,109 267,563
Derivative financial instruments .......... – 8,088
Tax payable ......................... 41,691 31,884
Contract liabilities .................... 6,053 7,379
Interest-bearing bank and other borrowings . 362,513 220,973
Lease liabilities ...................... 6 2 7 4 3 3
Total current liabilities ................. 3,012,980 2,182,922
NET CURRENT ASSETS ............... 680,844 665,756
TOTAL ASSETS LESS CURRENT
LIABILITIES ...................... 4,529,093 3,502,834
NON-CURRENT LIABILITIES
Interest-bearing bank and other borrowings . 318,001 193,946
Lease liabilities ...................... 4,568 –
Deferred income ...................... 208,030 166,725
Deferred tax liabilities ................. 20,409 68,317
Total non-current liabilities ............. 551,008 428,988
Net assets ........................... 3,978,085 3,073,846
EQUITY
Equity attributable to owners of the parent
Share capital ......................... 425,664
 425,265
Treasury shares ....................... (42,579) (52,985)
Reserves ............................ 3,595,000 2,701,566
Total equity ......................... 3,978,085 3,073,846
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-2 –


--- page 414 ---
NOTES TO THE 2025 PRELIMINARY FINANCIAL INFORMATION
1. CORPORATE INFORMATION
Delton Technology (Guangzhou) Inc. (the “Company”) was established under the laws of the People’s
Republic of China (“PRC”) in June 2002 and converted into a joint stock company with limited liability in June
2020. In April 2024, the Company’s A Shares were listed on the main board of the Shenzhen Stock Exchange (stock
code: 001389). The registered office of the Company is located in No.22 Baoying South Road, Bonded Zone,
Guangzhou, Guangdong, PRC.
During the year ended December 31, 2025, the Company and its subsidiaries (together, the “ Group”) are
principally engaged in the manufacture and sale of printed circuit boards (“ PCBs”).
2.1 BASIS OF PREPARATION
The financial information has been prepared in accordance with lFRS Accounting Standards, which comprise
all standards and interpretations approved by the International Accounting Standards Board (“IASB”). All lFRS
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 financial information
throughout the year.
The financial information has been prepared under the historical cost convention, except for certain financial
instruments which have been measured at fair value through profit or loss, or other comprehensive income.
2.2 ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS
The Group has not applied the following new and amended lFRS Accounting Standards, that have been issued
but are not yet effective, in the financial statements. The Group intends to apply these new and amended lFRS
Accounting Standards, if applicable, when they become effective.
IFRS 18 Presentation and Disclosure in Financial Statements
2
IFRS 19 and its amendments Subsidiaries without Public Accountability: Disclosures 2
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial
Instruments 1
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity 1
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its
Associate or Joint V enture 3
Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency 2
Annual improvements to IFRSs
Accounting Standards – V olume 11
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 1
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
The Group is in the process of making a detailed assessment of the impact of these new and revised lFRS
Accounting Standards upon initial application. So far, the Group considers that these new and revised lFRS
Accounting Standards, except for IFRS 18, may result in changes in certain accounting policies and no significant
impact on the Group’s financial performance and financial position is expected in the period of initial application.
The application of IFRS 18 is not expected to have material impact on the financial position of the Group but is
expected to affect the presentation of the statement of profit or loss and other comprehensive income and statement
of cash flows and disclosures in the future financial information. The Group will continue to assess the impact of
IFRS 18 on the Group’s financial information.
3. MATERIAL ACCOUNTING POLICY INFORMATION
Impairment of financial assets
The Group recognizes an allowance for expected credit losses (“ ECLs”) for all debt instruments not
held at fair value through profit or loss (“FVTPL”). 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.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-3 –


--- page 415 ---
General approach
ECLs are recognized in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default
events that are possible within the next 12 months (a 12-month ECL). For those credit exposures for which
there has been a significant increase in credit risk since initial recognition, a loss allowance is required for
credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a
lifetime ECL).
At each reporting date, the Group assesses whether the credit risk on a financial instrument has
increased significantly since initial recognition. When making the assessment, the Group compares the risk of
a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on
the financial instrument as at the date of initial recognition and considers reasonable and supportable
information that is available without undue cost or effort, including historical and forward-looking
information.
The Group considers a financial asset in default when contractual payments are 90 days past due.
However, in certain cases, the Group may also consider a financial asset to be in default when internal or
external information indicates that the Group is unlikely to receive the outstanding contractual amounts in
full before taking into account any credit enhancements held by the Group.
A financial asset is written off when there is no reasonable expectation of recovering the contractual
cash flows.
Financial assets at amortized cost are subject to impairment under the general approach and they are
classified within the following stages for measurement of ECLs except for trade and bills receivables which
apply the simplified approach as detailed below.
Stage 1 Financial instruments for which credit risk has not increased significantly
since initial recognition and for which the loss allowance is measured at an
amount equal to 12-month ECLs
Stage 2 Financial instruments for which credit risk has increased significantly since
initial recognition but that are not credit-impaired financial assets and for
which the loss allowance is measured at an amount equal to lifetime ECLs
Stage 3 Financial assets that are credit-impaired at the reporting date (but that are not
purchased or originated credit-impaired) and for which the loss allowance is
measured at an amount equal to lifetime ECLs
Simplified approach
For trade receivables that do not contain a significant financing component or when the Group applies
the practical expedient of not adjusting the effect of a significant financing component, the Group applies the
simplified approach in calculating ECLs. Under the simplified approach, the Group does not track changes in
credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group
has established a provision matrix that is based on its historical credit loss experience, adjusted for
forward-looking factors specific to the debtors and the economic environment.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognized when control of goods or services is transferred
to the customers at an amount that reflects the consideration to which 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 recognized will not occur
when the associated uncertainty with the variable consideration is subsequently resolved.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-4 –


--- page 416 ---
Sale of PCBs
Revenue from the sale of PCBs is recognized at the point in time when control of the asset is transferred
to the customers, generally on delivery of the PCBs.
Other income
Interest income is recognized on an accrual basis using the effective interest method by applying the
rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument
or a shorter period, when appropriate, to the net carrying amount of the financial asset.
Dividends
Final dividends are recognized as a liability when they are approved by the shareholders in a general
meeting. Proposed final dividends are disclosed in the notes to Historical Financial Information. Interim
dividends are simultaneously proposed and declared, because the Company’s memorandum and articles of
association grant the directors the authority to declare interim dividends. Consequently, interim dividends are
recognized immediately as a liability when they are proposed and declared.
4. REVENUE
An analysis of revenue is as follows:
2025 2024
RMB’000 RMB’000
(Unaudited)
Revenue from contracts with customers ............. 5,485,371 3,734,285
Revenue from contracts with customers
Disaggregated revenue information:
2025 2024
RMB’000 RMB’000
(Unaudited)
Types of products
PCBs .............................. 5,101,890 3,479,380
Others ............................. 383,481 254,905
Total revenue from contracts with customers ....... 5,485,371 3,734,285
Geographical markets
Chinese Mainland ...................... 1,829,826 1,051,532
Outside Chinese Mainland ................. 3,655,545 2,682,753
Total revenue from contracts with customers ....... 5,485,371 3,734,285
Timing of revenue recognition
Goods transferred at a point in time ........... 5,485,371 3,734,285
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-5 –


--- page 417 ---
5. OTHER INCOME AND GAINS
An analysis of other income and gains is as follows:
2025 2024
RMB’000 RMB’000
(Unaudited)
Other income
Interest income ............................ 20,319 17,353
Government grants* ......................... 27,612 21,859
Others .................................. 3,513 416
Total other income .......................... 51,444 39,628
Gains
Gains on foreign exchange differences .............. – 48,612
Fair value gains on financial assets at fair value through
profit or loss ............................. 3,470 2,972
Fair value gains on derivative financial instruments
at fair value through profit or loss ................ 11,096 –
Total gains ............................... 14,566 51,584
Total other income and gains .................... 66,010 91,212
* Government grants mainly represent incentives received from local governments for the purpose of
compensation on R&D contribution, local economic contribution and purchases of items of property,
plant and equipment. There are no unfulfilled conditions or contingencies relating to these grants.
6. PROFIT BEFORE TAX
2025 2024
RMB’000 RMB’000
(Unaudited)
Cost of inventories sold ....................... 3,596,675 2,487,825
Depreciation of property, plant and equipment ......... 212,268 153,462
Depreciation of right-of-use assets ................ 3,360 12,404
Amortization of intangible assets* ................. 15,698 10,967
Research and development costs .................. 279,793 179,197
Lease payments not included in the measurement of
lease liabilities ........................... 11,304 1,236
Employee benefit expenses (excluding directors’ and
chief executive’s remuneration):
Wages, salaries and other allowances ............... 634,627 458,315
Pension scheme contributions** .................. 72,333 39,483
Share-based payment expenses ................... 64,206 14,968
Total ................................... 771,166 512,766
Impairment losses on financial assets, net ............ 43,258 17,870
Write-down of inventories to net realizable value ........ 74,246 71,771
Fair value (gains)/losses on derivative financial instruments . (11,096) 14,929
Net losses on disposal of property, plant and equipment . . . 1,499 777
H Shares listing expenses ...................... 1,597 –
Net gains on disposal of right-of-use assets ........... – (23)
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-6 –


--- page 418 ---
* The amortization of intangible assets are included in “Cost of sales”, “Administrative expenses” and
“Research and development costs” in profit or loss.
** There are no forfeited contributions that may be used by the Group as the employer to reduce the
existing level of contributions.
7. FINANCE COSTS
2025 2024
RMB’000 RMB’000
(Unaudited)
Interest on bank and other borrowings .............. 16,256 16,113
Interest on lease liabilities ...................... 3 1 5 2 1 2
Less: Interest capitalized ...................... – (458)
Total ................................... 16,571 15,867
8. INCOME TAX
The income tax expenses of the Group for the year is as follows:
2025 2024
RMB’000 RMB’000
(Unaudited)
Current income tax .......................... 131,817 111,530
Deferred income tax ......................... (10,707) (25,149)
Total ................................... 121,110 86,381
A reconciliation of the tax expense applicable to profit before tax at the statutory tax rate for the country in
which the Company and the majority of its subsidiaries are domiciled and/or operate to the tax expense at the
effective tax rate is as follows:
2025 2024
RMB’000 RMB’000
(Unaudited)
Profit before tax ............................ 1,136,899 762,481
Tax at the applicable tax rate .................... 170,535 114,372
Effect on different tax rates ..................... 2,136 (26)
Adjustments in respect of current tax of previous periods. . . 3,152 –
Expenses not deductible for tax .................. 1,028 1,237
Additional deductible allowance for qualified research and
development costs ......................... (39,957) (26,322)
Utilization of previously unrecognized tax losses and
deductible temporary differences ................ (16,497) (10,065)
Tax losses and deductible temporary differences not
recognized .............................. 7 1 3 7,185
Tax charge at the Group’s effective tax rate ........... 121,110 86,381
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-7 –


--- page 419 ---
9. DIVIDEND
2025 2024
RMB’000 RMB’000
(Unaudited)
Final dividend in respect of the previous year, declared and
paid during the following year (tax inclusive) ........ 204,014 105,575
The final dividend of RMB2.50 per 10 ordinary share (tax inclusive) in respect of the year ended
December 31, 2023 was approved by the annual general meeting of the Company, and was subsequently paid on 28
June 2024.
The final dividend of RMB4.80 per 10 ordinary share (tax inclusive) in respect of the year ended
December 31, 2024 was approved by the annual general meeting of the Company, and was subsequently paid on
May 29, 2025.
10. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
The calculation of the basic earnings per share amount is based on the profit attributable to owners of the
parent, adjusted to reflect the impact of the restricted share incentive scheme, and the weighted averages number of
ordinary shares outstanding during the year.
The calculation of the diluted earnings per share amounts is based on the profit for the year attributable to
ordinary equity holders of the parent as used in the basic earnings per share calculation. The weighted average
number of ordinary shares used in the calculation is the number of ordinary shares outstanding during the year, as
used in the basic earnings per share calculation, and the weighted average number of ordinary shares assumed to
have been issued at no consideration on the deemed exercise or conversion of all dilutive potential ordinary shares
into ordinary shares.
The following reflects the income and share data used in the basic and diluted earnings per share
computation:
2025 2024
RMB’000 RMB’000
(Unaudited)
Earnings
Profit for the year attributable to owners of the parent,
used in the basic earnings per share calculations ....... 1,015,789 676,100
2025 2024
RMB’000 RMB’000
(Unaudited)
Shares:
Weighted average number of ordinary shares outstanding
during the year, used in the basic earnings
per share calculations ....................... 422,376
# 408,200
Effect of dilution – weighted average number of
ordinary shares:
Share options and other incentive schemes ............ 3,054 41
Total ................................... 425,430 408,241
# The weighted average number of shares was after taking into account the effect of treasury shares held.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-8 –


--- page 420 ---
11. TRADE AND BILLS RECEIV ABLES
December 31,
2025
December 31,
2024
RMB’000 RMB’000
(Unaudited)
Trade receivables ........................... 2,038,545 1,226,052
Bills receivable ............................ 117,880 129,469
Impairment ............................... (106,308) (62,567)
Net carrying amount ......................... 2,050,117 1,292,954
The Group’s trading terms with its customers are mainly on credit. The credit period is generally 90 to 120
days. The Group seeks to maintain strict control over its outstanding receivables and has a credit control department
to minimize credit risk. Overdue balances are reviewed regularly by senior management and credit limits attributed
to customers are reviewed once a month. Trade receivables are non-interest-bearing.
An aging analysis of the trade and bills receivables as at the end of year (based on the invoice date and net of
loss allowance) is as follows:
December 31,
2025
December 31,
2024
RMB’000 RMB’000
(Unaudited)
Within 1 year .............................. 2,050,117 1,292,530
1 year to 2 years ............................ – 4 2 4
Total ................................... 2,050,117 1,292,954
The movements in the loss allowance for impairment of trade and bills receivables are as follows:
2025 2024
RMB’000 RMB’000
(Unaudited)
At the beginning of the year ..................... 62,567 44,716
Impairment losses, net ........................ 43,741 17,851
At the end of the year ........................ 106,308 62,567
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-9 –


--- page 421 ---
12. PREPAYMENTS, DEPOSITS AND OTHER RECEIV ABLES
December 31,
2025
December 31,
2024
RMB’000 RMB’000
(Unaudited)
Prepayments ............................... 291,257 73,503
Deposits .................................. 5,710 10,804
Other receivables ............................ 4 3 4 2,428
Value-added tax recoverable ..................... 119,628 68,075
Tax repayments ............................. – 5 3 2
H Shares listing expenses ....................... 15,973 –
Less: Non-current portion ....................... (278,295) (70,464)
ECL provision .......................... (614) (1,103)
Current portion ............................. 154,093 83,775
An impairment analysis was performed at the end of year. The Group has applied the general approach to
provide for expected credit losses for non-trade other receivables under IFRS 9. The Group considered the historical
loss rate and adjusted it for forward-looking macroeconomic data in calculating the expected credit loss rate.
13. TRADE AND BILLS PAYABLES
An aging analysis of the trade and bills payables as at the end of year was as follows:
December 31,
2025
December 31,
2024
RMB’000 RMB’000
(Unaudited)
Within 1 year .............................. 2,328,356 1,610,962
1 to 2 years ................................ 46,717 26,853
2 to 3 years ................................ 4,799 4,909
Over 3 years ............................... 1 1 5 3,878
Total .................................... 2,379,987 1,646,602
Trade payables are non-interest-bearing and are normally settled on term of 90 to 120 days.
As at the end of year, the carrying amounts of trade and bills payables approximated to their fair values.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-10 –


--- page 422 ---
14. OTHER PAYABLES AND ACCRUALS
December 31,
2025
December 31,
2024
RMB’000 RMB’000
(Unaudited)
Restricted share repurchase obligations ............... 42,579 52,985
Deposits received ............................ 4 8 1 3 0 0
Accruals ................................. 21,158 15,864
Payroll and welfare payable ...................... 123,509 107,543
Other tax payables ........................... 4,582 3,901
Endorsed and unmatured bank bills not derecognised ...... 29,536 86,352
Other payables .............................. 2 6 4 6 1 8
Total .................................... 222,109 267,563
Other payables are unsecured and repayable on demand.
BUSINESS REVIEW AND OUTLOOK
We primarily generated revenue from the sales of PCBs. The PCBs we sell (i) computing
application PCBs, (ii) industrial application PCBs and (iii) consumer application PCBs. We
primarily focus on computing application PCBs:
• Computing application PCBs: our computing application PCBs are dense
multilayer PCBs designed for computing and data management equipment used in
high performance servers and AI training. Our sales of computing application PCBs
comprise sales of (i) high performance server PCBs and (ii) datacenter switch
PCBs.
• Industrial application PCBs : our industrial application PCBs are PCBs designed
for industrial environments that typically require enhanced durability, precision
and consistent performance. Our sales of industrial application PCBs primarily
comprised sales of (i) industrial control PCBs, (ii) automotive PCBs and (iii)
communication PCBs.
• Consumer application PCBs : our consumer application PCBs are PCBs designed
for mass-market consumer electronic devices and security equipment, which
emphasize compact design, cost-effectiveness and consistent performance across
varied consumer environments. According to Frost & Sullivan, as consumer
applications evolve with AI functions and increasingly complex features, demand
for high performance consumer electronics PCBs continues to grow. Our sales of
consumer application PCBs primarily comprise sales of (i) consumer electronics
PCBs and (ii) security electronics PCBs.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-11 –


--- page 423 ---
Our principal production facilities are located in Guangdong Province and Hubei
Province, China. To further enhance our production capabilities and strengthen our global
reach, we have established our Thai Base. Our Thai Base has commenced production by the
end of June 2025. We also consider to expand the production capacity of our Guangzhou base,
in particular production capacity for HDI PCBs.
Going forward, we plan to implement the following strategies, which we believe, will
further strengthen our market position, increase our market share, and capture industry
growths:
• Market strategy : expanding and deepening our global presence.
• Operation strategy : expanding high-value added product portfolio and enhancing
intelligent manufacturing.
• Talent strategy : building a tiered talent pipeline.
Since December 31, 2025 and up to the Latest Practicable Date, our business generally
experienced continued growth and, to the best of our knowledge, (i) there has been no material
adverse change in our financial or trading position; and (ii) there has been no material adverse
change in our business, the industry in which we operate and/or market or regulatory
environment to which we are subject.
REVIEW OF RESULTS OF OPERATIONS
Non-IFRS Measure
To supplement our consolidated financial statements that are presented in accordance
with IFRS Accounting Standards, we also use EBITDA (non-IFRS measure) as an additional
financial measure, which is not required by, or presented in accordance with, IFRS
Accounting Standards.
We define EBITDA (non-IFRS measure) as profit for the year adjusted by adding back
(i) net finance costs, (ii) income tax expense and (iii) depreciation and amortization. We
believe that this non-IFRS measure facilitates comparisons of operating performance from
year to year by eliminating potential impacts of certain items.
We believe that this 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 EBITDA (non-IFRS
measure) may not be comparable to similarly titled measures presented by other companies.
The use of such non-IFRS measure has limitations as an analytical tool, and you should not
consider it in isolation from, or as substitute for analysis of, our results of operations or
financial condition as reported under IFRS Accounting Standards.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-12 –


--- page 424 ---
The following table sets forth a reconciliation of our EBITDA (non-IFRS measure) to
profit for the year in respect of the years indicated:
Year ended December 31,
2024 2025
RMB’000 RMB’000
Profit for the year ........................... 676,100 1,015,789
Adjustments:
Income tax expense .......................... 86,381 121,110
Net finance costs ............................ (1,486) (3,748)
Depreciation and amortization .................. 176,833 231,326
EBITDA (non-IFRS measure) ................. 937,828 1,364,477
Year ended December 31, 2024 Compared to Year ended December 31, 2025
Revenue
Our revenue increased by 46.9% from RMB3,734.3 million in 2024 to RMB5,485.4
million in 2025, primarily due to the increased sales of PCBs featured 12 and above layers.
This was attributable to the increased market demand from our customers for computing
application PCBs, in line with the growth in demand for computing power infrastructures.
Cost of sales
Our cost of sales increased by 44.6% from RMB2,487.8 million in 2024 to RMB3,596.7
million in 2025, primarily due to the increased raw materials costs for CCL, gold salts and
copper foils, and production costs. Such increases are in line with our increased procurements
and production needs for business development.
Gross profit and gross profit margin
Our gross profit increased by 51.5% from RMB1,246.5 million in 2024 to RMB1,888.7
million in 2025, in line with our business development. Our gross profit margin increased
from 33.4% in 2024 to 34.4% in 2025, mainly due to the increased sales of HDI PCBs with
relatively higher gross profit margin in consumer applications.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-13 –


--- page 425 ---
Other income and gains
Our income and gains decreased by 27.6% from RMB91.2 million in 2024 to RMB66.0
million in 2025, primarily due to a decrease in gains on foreign exchange of RMB48.6 million
as a result of the depreciation of Renminbi against the US dollar in the first half of 2024.
Selling and marketing expenses
Our selling and marketing expenses increased by 20.7% from RMB106.6 million
(represented 2.9% of the total revenue) in 2024 to RMB128.7 million (represented 2.3% of the
total revenue) in 2025, primarily due to the increase in employee compensation attributable to
the increasing sales and marketing personnel headcount in line with our business operations
and development.
Administrative expenses
Our administrative expenses increased by 51.9% from RMB157.5 million (represented
4.2% of the total revenue) in 2024 to RMB239.3 million (represented 4.4% of the total
revenue) in 2025, primarily due to the increase in share-based payment, employee
compensation and professional service fees in line with our business development.
Research and development expenses
Our research and development expenses increased by 56.1% from RMB179.2 million
(represented 4.8% of the total revenue) in 2024 to RMB279.8 million (represented 5.1% of the
total revenue) in 2025, primarily due to the increased employee compensation and materials
and power expenses. Such increases are mainly due to our increased R&D investments in
projects relating to computing application PCBs, aimed at enhancing and optimizing our
manufacturing processes to better meet customer demand.
Other expenses
Our other expenses increased by 32.1% from RMB116.0 million in 2024 to RMB153.3
million in 2025, primarily due to the increase in impairment loss on financial assets as a result
of our increased trade receivables due to business development.
Finance costs
Our finance costs increased by 4.4% from RMB15.9 million in 2024 to RMB16.6 million
in 2025, primarily due to the capitalization in 2024, which reduced the finance costs
recognized in profit or loss for that year, and higher interest on bank and other borrowings.
Income tax expenses
Our income tax expenses increased by 40.2% from RMB86.4 million in 2024 to
RMB121.1 million in 2025, which was in line with the increase in revenue and taxable profits
during the same year.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-14 –


--- page 426 ---
Profit for the Y ear
As a result of the foregoing, our profit for the year increased from RMB676.1 million in
2024 to RMB1,015.8 million in 2025.
Discussion of Selected Balance Sheet Items
Inventories
Our inventories comprise raw materials and consumables, work in progress, finished
goods, contract costs and goods in transit. Our inventories increased from RMB458.6 million
as of December 31, 2024 to RMB764.4 million as of December 31, 2025, primarily due to the
expansion of our production scale which is in line with our increased revenue.
Trade and bills receivables
Our trade and bills receivables represented receivables from customers for sales of our
products. The balance of our trade and bills receivables increased from RMB1,293.0 million
as of December 31, 2024 to RMB2,050.1 million as of December 31, 2025, which was
generally in line with our revenue increase in 2025.
Prepayment, deposits and other receivables
Our prepayments, deposits and other receivables primarily include prepayments,
deposits, other receivables, value-added tax recoverable, tax repayments, and H Shares listing
expenses. Our prepayments, deposits and other receivables increased from RMB83.8 million
as of December 31, 2024 to RMB154.1 million as of December 31, 2025, primarily due to (i)
the increase in our prepayments of advance payments to construction funds and (ii) the
increase in value-added tax recoverable as a result of our expansion of production scale.
Financial assets at fair value through profit or loss
Our financial assets at fair value through profit or loss primarily include wealth
management of principal-guaranteed structured deposits with low risks to generate additional
returns on cash reserves, while ensuring liquidity and capital preservation. Our financial
assets at fair value through profit or loss decreased from RMB291.1 million as of December
31, 2024 to RMB190.5 million as of December 31, 2025, primarily as a result of redemption
of certain structured deposits.
Trade and bills payables
Our trade and bills payables primarily consist of payments for raw materials, equipment
and construction costs, electricity and processing fees. Our trade and bills payables increased
from RMB1,646.6 million as of December 31, 2024 to RMB2,380.0 million as of December
31, 2025, primarily due to the increase in raw material purchase driven by the continued
growth for our sales orders.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-15 –


--- page 427 ---
Other payables and accruals
Our other payables and accruals primarily consist of restricted share repurchase
obligations, deposits received, accruals, payroll and welfare payable, other tax payables,
endorsed and unmatured bank bills not derecognized and other payables. Our other payables
and accruals decreased from RMB267.6 million as of as of December 31, 2024 to RMB222.1
million as of December 31, 2025, primarily due to the decrease in endorsed and unmatured
bank bills not derecognized as a result of the respective recognition.
Contract liabilities
Our contract liabilities include prepayment received from our customers based on sales
order in advance of our delivery of products under the contracts. Our contract liabilities
decreased from RMB7.4 million as of as of December 31, 2024 to RMB6.1 million as of
December 31, 2025, primarily due to the fulfillment of contracts with customers.
Property, plant and equipment
Our property, plant and equipment primarily consist of our buildings, machinery,
construction in progress, tools and freehold land. Our property, plant and equipment increased
from RMB2,567.3 million as of December 31, 2024 to RMB3,335.0 million as of December
31, 2025, primarily due to the increase in machinery and construction in progress in relation to
the production expansion at our Guangzhou base and Thai base.
Right-of-use assets
Our right-of-use assets primarily consist of buildings and land use rights. Our
right-of-use assets increased from RMB104.9 million as of December 31, 2024 to RMB147.4
million as of December 31, 2025, primarily due to our newly leased office and the acquisition
of land use rights.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-16 –


--- page 428 ---
Net current assets
As of December 31,
2024 2025
RMB’000 RMB’000
Current Assets
Inventories .................................. 458,550 764,446
Trade and bills receivables ...................... 1,292,954 2,050,117
Prepayments, deposits and other receivables ......... 83,775 154,093
Financial assets at fair value through profit or loss .... 291,070 190,468
Derivative financial instruments .................. – 3,045
Financial assets at fair value through other
comprehensive income ....................... 1,048 11,865
Pledged and restricted deposits ................... 86,210 109,422
Cash and cash equivalents ....................... 635,071 410,368
Total current assets ........................... 2,848,678 3,693,824
Current liabilities
Trade and bills payables ........................ 1,646,602 2,379,987
Other payables and accruals ..................... 267,563 222,109
Derivative financial instruments .................. 8,088 –
Tax payable ................................. 31,884 41,691
Contract liabilities ............................ 7,379 6,053
Interest-bearing bank and other borrowings ......... 220,973 362,513
Lease liabilities .............................. 4 3 3 6 2 7
Total current liabilities ........................ 2,182,922 3,012,980
Net current assets ............................ 665,756 680,844
Our net current assets increased from RMB665.8million as of December 31, 2024 to
RMB680.8 million as of December 31, 2025, primarily due to (i) an increase in trade and bills
receivables of RMB757.2 million, (ii) an increase in inventories of RMB305.9 million,
partially offset by (i) an increase in trade and bills payables of RMB733.4 million and (ii) a
decrease of Cash and cash equivalents of RMB224.7 million.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-17 –


--- page 429 ---
Indebtedness
Our indebtedness primarily consisted of (i) interest-bearing bank borrowings, and (ii)
lease liabilities. The table below sets forth a breakdown of our total indebtedness as at the
dates indicated:
As of December 31,
2024 2025
RMB’000 RMB’000
Current
Interest-bearing bank borrowings ................. 220,973 362,513
Lease liabilities .............................. 4 3 3 6 2 7
Non-current
Interest-bearing bank borrowings ................. 193,946 318,001
Lease liabilities .............................. – 4,568
Total ...................................... 415,352 685,709
Interest-bearing bank borrowings
As of December 31, 2024 and 2025, we had outstanding aggregate unpaid
interest-bearing bank borrowings of RMB415.4 million and RMB685.7 million, respectively,
primarily due to the increase in machinery and construction in progress in relation to the
production expansion at our Guangzhou base and Thai base.
Key financial ratios
The below table sets forth our key financial ratios for the years/as of the dates indicated:
As of/For the Year Ended December 31,
2024 2025
Current ratio (1) .......................... 1 . 3 times 1.2 times
Quick ratio (2) ........................... 1 . 1 times 1.0 times
Gearing ratio (3) .......................... 13.5% 17.2%
Liability-to-asset ratio (4) .................. 45.9% 47.3%
Trade receivables turnover days (5) ........... 1 0 2 days 107 days
Inventories turnover days (6) ................ 7 2 days 69 days
Interest coverage ratio (7) ................... 59.1 times 82.3 times
Net margin (8) ........................... 18.1% 18.5%
Notes:
(1) Current ratio was calculated by dividing current assets by current liabilities as of the dates indicated.
(2) Quick ratio was calculated by dividing the difference of current assets and inventories by total current
liabilities as of the dates indicated.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-18 –


--- page 430 ---
(3) Gearing ratio was calculated based on total indebtedness (including lease liabilities, interest-bearing
bank and other borrowings) divided by total equity and multiplied by 100%.
(4) Liability-to-asset ratio was calculated by dividing total liabilities by total assets.
(5) Trade receivables turnover days were calculated based on the average of opening and closing balance
of trade receivables (before impairment) for the relevant year/period, divided by the revenue for the
same year/period and multiplied by the number of days in that year/period.
(6) Inventories turnover days were calculated based on the average of the beginning and ending balances of
inventories (before impairment) of a given year/period divided by the cost of sales for that
corresponding year/period and multiplied by the number of days in that year/period.
(7) Interest coverage ratio was calculated by dividing EBITDA (non-IFRS measure) by interest expenses
for the years/periods indicated.
(8) Net margin was calculated by dividing profit for the year/periods by revenue for the years/periods
indicated.
DISCLOSURE ABOUT MARKET RISK
See “Financial Information — Quantitative and Qualitative Disclosures about Financial
Risks” for further information.
CODE ON CORPORATE GOVERNANCE PRACTICES
Since we were not yet listed on the Stock Exchange during the year ended December 31,
2025, the Corporate Governance Code as set out in Appendix C1 to the Listing Rules was not
applicable to us during such period. After the Listing, save as disclosed in “Directors and
Senior Management — Corporate Governance,” we will comply with all the code provisions
set forth in the Corporate Governance Code.
REVIEW OF OUR PRELIMINARY FINANCIAL INFORMATION
The unaudited financial information in respect of our consolidated statement of financial
position, consolidated statement of profit or loss and other comprehensive income and the
related notes thereto for the year ended December 31, 2025 as set out in the section headed
“2025 Preliminary Financial Information” in this Appendix IIB of this prospectus have been
agreed by the reporting accountants of our Company to the amounts set out in our draft
consolidated financial statements for the year ended December 31, 2025, following their work
under Practice Note 730 (Revised) “Guidance for Auditors Regarding Preliminary
Announcement of Annual Results” issued by the Hong Kong Institute of Certified Public
Accountants. The work performed by the reporting accountants of our Company in this
respect did not constitute an assurance engagement and consequently no opinion or assurance
conclusion has been expressed by the reporting accountants of our Company on the unaudited
preliminary financial information for the year ended December 31, 2025.
PURCHASE, SALE OR REDEMPTION OF OUR COMPANY SHARES
Since we were not yet listed on the Stock Exchange during the year ended December 31,
2025, this disclosure requirement is not applicable to us.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-19 –


--- page 431 ---
TAXATION OF SECURITY HOLDERS
Income tax and capital gains tax of holders of the H shares is subject to the laws and
practices of the PRC and of jurisdictions in which holders of the H shares are resident or
otherwise subject to tax. The following summary of certain relevant taxation provisions is
based on current laws and practices, and has not taken into account the expected change or
amendment to the relevant laws or policies and does not constitute any opinion or 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 or adjustment.
This discussion does not address any aspects of PRC taxation other than income tax,
capital gains tax and profits tax, sales tax, value-added tax, stamp duty and estate duty.
Prospective investors are urged to consult their financial advisers regarding the PRC and other
tax consequences of owning and disposing of the H shares.
TAXATION IN THE CHINESE MAINLAND
Tax on Dividends
Individual Investors
According to the Individual Income Tax Law of the PRC (੻೼
) (the “IIT Law”), latest amended by the SCNPC on August 31, 2018 and effective on
January 1, 2019, and the Implementation Rules of the Individual Income Tax Law of the
People’s Republic of China (ૢԷ ) amended by the
State Council on December 18, 2018 and effective on January 1, 2019, dividends paid by PRC
companies to individual investors are ordinarily subject to a withholding income tax levied at
a flat rate of 20%. Meanwhile, according to Notice on Issues Relating to Differentiated
Individual Income Tax Policies for Dividends and Bonuses of Listed Companies (ɪ̹
 ) issued by the MOF, the STA and
China Securities Regulatory Commission (the “ CSRC”) on September 7, 2015 and effective
on September 8, 2015, for shares of listed companies obtained by individuals via public
offerings and market transfer and held for more than one year, the income from dividends and
bonuses thereof shall temporarily be exempt from individual income tax. For shares of listed
companies obtained by individuals via public offerings and market transfer and held for less
than one month (including one month), the income from dividends and bonuses thereof shall
be fully included in the individual’s taxable income amount; where the shares are held for a
period from one month up to one year (including one year), 50% of the income from dividends
and bonuses therefrom shall temporarily be included in the individual’s taxable income
amount; the aforesaid income shall be subject to individual income tax based on 20% tax rate
on a unified basis.
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Pursuant to the Arrangement between the Chinese Mainland and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with respect to Taxes on Income (ᅄ೼
τર), signed by the Chinese Mainland and the Hong Kong Special
Administrative Region on August 21, 2006, the PRC government may impose tax on dividends
paid by a PRC company to a Hong Kong resident (including natural person and legal entity),
but such tax shall not exceed 10% of the total amount of dividends payable. If a Hong Kong
resident directly holds 25% or more of the equity interests in a PRC company and the Hong
Kong resident is the beneficial owner of the dividends and meets other conditions, such tax
shall not exceed 5% of the total amount of dividends payable by the PRC company. The Fifth
Protocol to the Arrangement between the Chinese Mainland 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 STA on July 19,
2019 and effective on December 6, 2019 provides that such provisions shall not apply to
arrangements or transactions made for one of the primary purposes of obtaining such tax
benefits.
Enterprise Investors
Pursuant to the Enterprise Income Tax Law of the PRC (੻೼
) (the “EIT Law”) promulgated by the SCNPC, latest amended and became effective on
December 29, 2018, and the Implementation Regulations for the Enterprise Income Tax Law
of the PRC (ૢԷ ) promulgated by the State Council,
last amended on December 6, 2024 and became effective on January 20, 2025, a non-resident
enterprise is subject to a 10% enterprise income tax on PRC-sourced income, including
dividends paid by a PRC resident enterprise that issues and lists shares in Hong Kong, if such
non-resident enterprise does not have an establishment or place of business in the PRC or has
an establishment or place of business in the PRC but the PRC-sourced income is not actually
connected with such establishment or place of business in the PRC. The aforesaid income tax
payable by non-resident enterprises shall be withheld at source, and the payer shall be the
withholding agent, and the tax shall be withheld by the withholding agent from the payment or
due payment every time it is paid or due. Such tax may be reduced or exempted pursuant to an
applicable treaty for the avoidance of double taxation.
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Pursuant to the Notice on the Issues Concerning Withholding the Enterprise Income
Tax on the Dividends Paid by Chinese Resident Enterprises to H Share Holders Which Are
Overseas Non-resident Enterprises (͏ΆุΣྤ̮Hٰ
 ) issued by the STA and effective on November 6,
2008, a PRC resident enterprise is required to withhold enterprise income tax at a rate of
10% on dividends paid to non-PRC resident enterprise holders of H Shares which are
derived out of profit generated since 2008. The Reply on the Collection of Enterprise
Income Tax on Dividends Received by Non-resident Enterprises from Holding B Shares and
Other Shares (͏Άุ՟੻Bҭᔧ )
promulgated by the State Administration of Taxation and effective July 24, 2009 further
provides that PRC-resident enterprises listed on Chinese and overseas stock exchanges by
issuing stocks (including A shares, B shares and overseas shares) must withhold enterprise
income tax at a flat rate of 10% on dividends of 2008 and onwards that it distributes to
non-resident enterprise shareholders. Such tax rates may be further modified pursuant to the
tax treaty or agreement that China has concluded with a relevant jurisdiction, where
applicable.
According to the Arrangement between the Chinese Mainland 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 (੻ᒒеᕐ
τર), the PRC government may impose tax on dividends paid by a
PRC company to a Hong Kong resident (including natural person and legal entity), but such
tax shall not exceed 10% of the total dividends payable by the PRC company. If a Hong Kong
resident directly holds 25% or more of equity interest in a PRC company and the Hong Kong
resident is the beneficial owner of the dividends and meets other conditions, such tax shall not
exceed 5% of the total dividends payable by the PRC company. The Fifth Protocol to the
Arrangement between the Chinese Mainland and the Hong Kong Special Administrative
Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with
Respect to Taxes on Income (੻ᒒе
) provides that such provisions shall not apply
to arrangements or transactions made for one of the primary purposes of obtaining such tax
benefits.
Tax Treaties
Investors who are not PRC residents and reside in countries which have entered into
avoidance of double taxation treaties with the PRC are entitled to a reduction of the
withholding taxes imposed on the dividends received from PRC companies. The PRC has
entered into arrangements for the avoidance of double taxation with a number of countries and
regions including but not limited to Hong Kong Special Administrative Region, Macau
Special Administrative Region, Australia, Canada, France, Germany, Japan, Malaysia, the
Netherlands, Singapore, the United Kingdom and the United States. Non-PRC resident
enterprises entitled to preferential tax rates in accordance with the relevant income tax treaties
or arrangements are required to apply to the PRC tax authorities for a refund of the
withholding tax in excess of the agreed tax rate, and the refund payment is subject to approval
by the PRC tax authorities.
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Tax Related to Share Transfer Income
Individual Investors
According to the IIT Law and its implementation rules, individuals are subject to
individual income tax at the rate of 20% on gains realized on the sale of equity interests in
PRC resident enterprises. Under the Circular of the MOF and STA on Declaring that
Individual Income Tax Continues to Be Exempted over Individual Income Tax from Transfer
of Shares (Cai Shui Zi [1998] No.61) (੻ᘱᚃ
 issued by the MOF and SAT on March 30, 1998, from January
1, 1997, income of individuals from the transfer of shares in listed companies continues to be
temporarily exempted from individual income tax. Although the IIT Law and its
implementation rules have not stated whether it will continue exempting individual income
tax on income of individuals from transfer of listed shares, 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 jointly by the MOF, the SAT and the
CSRC on December 31, 2009 and implemented on the same day, the Notice of State Taxation
Administration of the PRC on Issues Relating to Levying and Payment of Individual Income
Tax on Income from Transfer of Moratorium Shares (ࡈ
) promulgated by the State Taxation Administration of the
PRC on January 18, 2010 and effective from January 18, 2010 and 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 (ɛᔷᜫɪ̹
 ) promulgated by the MOF, the SAT
of the PRC and China Securities Regulatory Commission on November 10, 2010 and effective
from November 10, 2010, states that individuals’ income from transfer of listed shares on
certain domestic stock exchanges (including Shenzhen Stock Exchange) shall continue being
exempt from individual income tax, except for the shares subject to sales restriction. As at the
date of this Document, the aforesaid provision has not expressly provided that individual
income tax shall be collected from non-PRC resident individuals on the sale of shares of PRC
resident enterprises listed on overseas stock exchanges. In practice, the PRC tax authorities
have not collected income tax from non-PRC resident individuals on gains from the sale of
shares of the PRC resident enterprises listed on overseas stock exchanges.
Enterprise Investors
In accordance with the EIT Law and its implementation rules, a non-resident enterprise
is generally subject to corporate income tax at the rate of 10% on PRC-sourced income,
including gains derived from the disposal of equity interests in a PRC resident enterprise, if it
does not have an establishment or premise in the PRC or has an establishment or premise in
the PRC but its PRC-sourced income has no real connection with such establishment or
premise. Such income tax payable for non-resident enterprises are deducted at source, where
the payer of the income is required to withhold the income tax from the amount to be paid to
the non-resident enterprise. Such tax may be reduced or exempted pursuant to relevant tax
treaties or agreements on avoidance of double taxation.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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Shenzhen-Hong Kong Stock Connect Taxation Policy
Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the
Shenzhen-Hong Kong Stock Connect (ʝᑌʝஷዚՓ༊ᓃϞᗫ೼ϗ
) promulgated by the Ministry of Finance, the State Administration of Taxation
and the CSRC on November 5, 2016 and effective on December 5, 2016, transfer spread
income derived by Chinese Mainland enterprises from stock investment listed on the Hong
Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect shall be included in their
total income and subject to enterprise income tax according to law. For dividends and bonuses
received by Chinese Mainland individual investors from investing in H shares listed on the
Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, the H-share
companies shall apply to CSDCC for providing the register of Chinese Mainland individual
investors to the H-share companies and the H-share companies shall withhold individual
income tax at the rate of 20% on behalf of the investors.
Pursuant to the Announcement on Continuing the Implementation of the Individual
Income Tax Policies Concerning the Shanghai-Hong Kong Stock Connect and the Shenzhen
Hong Kong Stock Connect and the Chinese Mainland-Hong Kong Mutual Recognition of
Funds promulgated by the Ministry of Finance, the State Administration of Taxation and the
CSRC on December 4, 2019 and effective on December 5, 2019 and the Announcement on
Extending the Implementation of the Individual Income Tax Policies Concerning the
Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect and the
Chinese Mainland-Hong Kong Mutual Recognition of Funds which promulgated on August
21, 2023 and implemented on the same date, the transfer spread income derived by Chinese
Mainland individual investors from investing in shares listed on the Hong Kong Stock
Exchange through Shanghai-Hong Kong Stock Connect shall be exempted from individual
income tax from December 5, 2019 to December 31, 2027.
Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the
Shenzhen-Hong Kong Stock Connect (ʝᑌʝஷዚՓ༊ᓃϞᗫ೼ϗ
), dividends derived by Chinese Mainland enterprises investors from investing in
shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect
are included in their total income and subject to Enterprise Income Tax according to law. In
particular, dividend and bonus income obtained by Chinese Mainland resident enterprises
from holding H shares for 12 consecutive months shall be exempted from enterprise income
tax according to law. H-share companies shall not withhold income tax on dividends and
bonus income for Chinese Mainland enterprises. The tax payable shall be declared and paid by
the enterprise itself.
Stamp Duty
According to the Stamp Duty Law of the PRC (), which was
promulgated on June 10, 2021 and came into effect on July 1, 2022, PRC stamp duty only
applies to specific taxable document executed or received within the PRC, having legally
binding force in the PRC and protected under the PRC laws, thus the requirements of the
stamp duty imposed on the transfer of shares of PRC listed companies shall not apply to the
acquisition and disposal of H Shares by non-PRC investors outside of the PRC.
Estate Duty
According to PRC law, no estate duty is currently levied in the Chinese Mainland.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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MAJOR TAXATION OF OUR COMPANY IN THE PRC
Enterprise Income Tax
According to the EIT Law and its implementation rules, all domestic enterprises in
China (including foreign-invested enterprises) shall be subject to enterprise income tax at the
uniform tax rate of 25%.
According to the Administrative Measures for Determination of High and New Tech
Enterprises (), which was promulgated by the Ministry of
Science and Technology, the MOF and the STA on April 14, 2008, amended on January 29,
2016 and became effective on January 1, 2016, an enterprise recognized as a high and new
technology enterprise may apply for a preferential enterprise income tax rate of 15% pursuant
to the relevant requirements of the Enterprise Income Tax Law.
Enterprises are categorized into resident enterprises and non-resident enterprises. Where
a non-resident enterprise has no establishment or place in China, or it has an establishment or
a place in China, but the income derived is not effectively connected with the aforesaid
establishment or place, it shall pay enterprise income tax on the portion of its income sourced
from inside China. The aforesaid tax payable on the income derived by a non-resident
enterprise, shall be withheld at source, with the payer of the income serving as the
withholding agent. When making such payment or when such payment is due, the withholding
agent shall withhold the income tax from such payment. Meanwhile, any gains realized on the
transfer of shares by such investors are subject to enterprise income tax and shall be withheld
at source if such gains are regarded as income derived from the transfer of property within the
PRC.
Value-added Tax
According to the Value-Added Tax Law of the People’s Republic of China ( ʕശɛ͏΍
), which was promulgated on December 25, 2024 and became effective on
January 1, 2026, and the Implementation Rules for the Provisional Regulations on
Value-added Tax of the PRC ( ) promulgated by
the MOF on December 25, 1993, latest amended on October 28, 2011 and became effective on
November 1, 2011, entities and individuals (including individual businesses) engaged in sale
of goods, services, intangible assets and immovables and importation of goods within the PRC
are subject to the payment of value-added tax. Taxpayers that sell goods, provide processing,
repair and replacement services, tangible movables leasing services or import goods are
subject to a tax rate of 13% unless otherwise specified in the aforesaid regulations.
In accordance with Notice of the Ministry of Finance and the State Administration of
Taxation on the Adjustment to V AT Rates (ٙ
), which became effective on May 1, 2018, the V AT rates of 17% and 11% applicable to
the taxpayers who have V AT taxable sales activities or imported goods are adjusted to 16%
and 10%, respectively.
According to Announcement on Policies for Deepening the V AT Reform (ଉʷᄣ
ʮѓ ) promulgated by the MOF, the STA and the General
Administration of Customs on March 20, 2019 and became effective from April 1, 2019, for
general V AT payers’ sales activities or imports that are subject to V AT at an existing applicable
rate of 16% or 10%, the applicable V AT rate is adjusted to 13% or 9% respectively.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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Pursuant to the Announcement of the MOF and the State Taxation Administration (the “ STA”)
on the Weighted V AT Deduction Policy for Advanced Manufacturing Enterprises (௅e೼ਕ
ʮѓ), which was promulgated on September
3, 2023, from January 1, 2023 to December 31, 2027, advanced manufacturing enterprises are
allowed to deduct weighted 5% of the current deductible input tax amount from the V AT payable.
On December 25, 2024, the SCNPC promulgated the V AT Law of the PRC ( ʕശɛ͏΍
), which will come into effective on January 1, 2026, and replace the
Provisional Regulations on Value-added Tax of the PRC.
FOREIGN EXCHANGE ADMINISTRATION IN THE PRC
The lawful currency of the PRC is the Renminbi. The State Administration of Foreign
Exchange (the “SAFE”), authorized by the PBOC, is empowered with the functions of
administering all matters relating to foreign exchange, including the enforcement of foreign
exchange regulations.
Pursuant to the Regulations of the People’s Republic of China on Foreign Exchange
Control ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ ) amended by the State Council and became
effective on August 5, 2008, all international payments and transfers are classified into current
account items and capital account items. The PRC does not impose restrictions on
international payments and transfers under current account items. Foreign exchange income
from the current account of PRC enterprises may be retained or sold to financial institutions
engaged in the settlement and sale of foreign exchange in accordance with relevant provisions
of the State. The retention or sale of foreign exchange receipts under capital accounts to
financial institutions engaging in settlement and sale of foreign exchange shall be subject to
the approval of foreign exchange administrative authorities, unless otherwise stipulated by the
State.
Pursuant to the Regulations for the Administration of Settlement, Sale and Payment of
Foreign Exchange () promulgated by the PBOC on June 20,
1996 and became effective on July 1, 1996, the remaining restrictions on convertibility of
foreign exchange in respect of current account items are abolished while the existing
restrictions on foreign exchange transactions in respect of capital account items are retained.
According to relevant laws and regulations of the PRC, PRC enterprises (including
foreign-invested enterprises) which require foreign exchange for transactions relating to
current account items, may, without the approval of SAFE, effect payment from their foreign
exchange accounts at the designated foreign exchange banks, on the strength of valid receipts
and proof of transactions. Foreign-invested enterprise that need to distribute profits to their
shareholders in foreign exchange and Chinese enterprise that need to pay fixed dividends in
foreign exchange in accordance with the requirements shall pay from its foreign exchange
account or pay at the designated foreign exchange bank by a resolution of the board of
directors on the distribution of profits.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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According to the Decision of the State Council on Canceling and Adjusting a Group of
Administrative Approval Items and Other Matters (ᄲҭධ
) promulgated by the State Council and effective on October 23, 2014, the
administrative approval of the SAFE and its branches on matters concerning the repatriation
and settlement of foreign exchange of overseas-raised funds through overseas listing has been
canceled.
On February 13, 2015, the SAFE issued the Notice of the SAFE on Further Simplifying
and Improving the Foreign Exchange Management Policies for Direct Investment (̮ි
 ) (Hui Fa [2015] No. 13),
which came into effect on June 1, 2015. The Notice cancels the foreign exchange registration
approval under domestic direct investment and foreign exchange registration approval under
overseas direct investment, and requires the banks to review and carry out foreign exchange
registration under domestic direct investment and foreign exchange registration under
overseas direct investment directly. SAFE and its branches shall implement indirect
supervision over foreign exchange registration of direct investment via the banks.
According to the Notice of the State Administration of Foreign Exchange on Policies for
Reforming and Regulating the Control over Foreign Exchange Settlement under the Capital
Account ( ) promulgated
by the SAFE on June 9, 2016, foreign currency earnings in capital account that relevant
policies of willingness exchange settlement have been clearly implemented on (including the
recalling of raised capital by overseas listing) may undertake foreign exchange settlement in
the banks according to actual business needs of the domestic institutions. The tentative
percentage of foreign exchange settlement for foreign currency earnings in capital account of
domestic institutions is 100%, subject to adjustment by the SAFE in due time in accordance
with international revenue and expenditure situations.
Pursuant to the Notice of SAFE on Promulgation of the Guidelines on Foreign Exchange
Businesses under Capital Accounts (Edition 2024) (̮
ˏ2024) promulgated by the SAFE on April 3, 2024, for domestic
companies listed overseas, the funds raised shall in principle be repatriated to China in a
timely manner, either in RMB or foreign currency. The use of these funds must comply with
the relevant content disclosed in public documents, such as the prospectus, bond issuance
documents, shareholder circulars, board or shareholder meeting resolutions. If a domestic
company uses overseas-raised funds for outbound direct investment (ODI), overseas securities
investment, or cross-border lending, it must comply with the relevant foreign exchange
regulations.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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LA WS AND REGULATIONS RELATING TO TAXATIONS IN THAILAND
Thailand’s tax system is primarily governed by the Revenue Code, which provides the
legal basis for the imposition of taxes at the national level. The Thai tax structure is
centralized and administered by the Revenue Department under the Ministry of Finance. The
main types of taxes applicable to businesses include corporate income tax, V AT, specific
business tax, stamp duty, and withholding tax:
• Corporate income tax is levied on both Thai and foreign companies operating in
Thailand. Resident companies are taxed on their worldwide income, while
non-resident companies are taxed only on income derived from sources within
Thailand. Reductions or exemptions may be available under investment promotion
schemes regulated by the BOI or through double taxation agreements (DTAs).
• Value-added tax (V AT) is a consumption tax imposed at each stage of the
production and distribution process. The standard V AT rate is 7%, although certain
goods and services may be exempt or zero-rated, such as exports or basic
necessities.
• Withholding tax is applicable to certain types of payments made to both resident
and non-resident entities, including interest, dividends, royalties, and service fees.
The applicable rates vary depending on the nature of the payment and may be
reduced under applicable DTAs.
• Specific business tax (SBT) applies to businesses engaged in specific activities not
subject to V AT, such as banking, financial institutions, and real estate. The tax rate
varies based on the business type.
• Stamp duty is imposed on legal instruments such as contracts, leases, and certain
financial transactions. The rates vary depending on the document type and
transaction value.
See “Regulatory Overview — Thailand Regulatory Overview.”
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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This Appendix summarizes certain aspects of PRC laws and regulations which are
relevant to our Company’s operations and business. Laws and regulations relating to taxation
in the PRC are discussed separately in “Appendix III — Taxation and Foreign Exchange”. This
Appendix also contains a summary of laws and regulatory provisions of the PRC Company
Law. The principal objective of this summary is to provide potential investors with an
overview of the principal laws and regulatory provisions applicable to our Company. This
summary is not intended to include all the information which is important to the potential
investors. For a discussion of laws and regulations which are relevant to our Company’s
business, see “Regulatory Overview” in this document.
PRC LEGAL SYSTEM
The PRC legal system is based on the PRC Constitution ()
amended and came into effect on March 11, 2018 (the “ Constitution ”) and is made up of
written laws, administrative regulations, local regulations, autonomous regulations, separate
regulations, rules and regulations of State Council departments, rules and regulations of local
governments, laws of special administrative regions and international treaties of which the
PRC government is the signatory and other regulatory documents. Court judgments do not
constitute legally binding precedents, although they are used for the purposes of judicial
reference and guidance.
According to the Constitution and the Legislation Law of the PRC ( ʕശɛ͏΍ձ਷ͭ
) which was last amended on March 13, 2023 and came into effect on March 15, 2023
(the “Legislation Law”), the NPC and SCNPC are empowered to exercise the legislative
power of the State. The NPC has the power to formulate and amend basic laws governing State
organs, civil, criminal and other matters. The SCNPC formulates and amends the laws other
than those required to be enacted by the NPC and to supplement and amend parts of the laws
enacted by the NPC during the adjournment of the NPC, provided that such supplements and
amendments are not in conflict with the basic principles of such laws.
The State Council is the highest organ of state administration and has the power to
formulate administrative regulations based on the Constitution and laws. The people’s
congresses of the provinces, autonomous regions and municipalities and their standing
committees may formulate local regulations based on the specific circumstances and actual
needs of their respective administrative areas, provided that such regulations do not
contravene any provision of the Constitution, laws or administrative regulations. The people’s
congresses of cities divided into districts and their respective standing committees may
formulate local regulations on aspects such as urban and rural construction and management,
ecological civilization development, historical and cultural protection, and grassroots
governance based on the specific circumstances and actual needs of such cities, provided that
such local regulations do not contravene any provision of the Constitution, laws,
administrative regulations and local regulations of their respective provinces or autonomous
regions. If the law provides otherwise on the formulation of local regulations by cities divided
into districts, those provisions shall prevail. Such local regulations will become enforceable
after being reported to and approved by the standing committees of the people’s congresses of
the relevant provinces or autonomous regions.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
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The standing committees of the people’s congresses of the provinces or autonomous
regions shall examine the legality of local regulations submitted for approval, and such
approval shall be granted within four months if they are not in conflict with the Constitution,
laws, administrative regulations and local regulations of the relevant provinces or autonomous
regions. Where, during the examination for approval of local regulations of cities divided into
districts by the standing committees of the people’s congresses of the provinces or
autonomous regions, conflicts are identified with the rules and regulations of the people’s
governments of the provinces or autonomous regions, a decision should be made to resolve the
issue. People’s congresses of national autonomous areas have the power to enact autonomous
regulations and separate regulations in light of the political, economic and cultural
characteristics of the ethnic groups in the areas concerned.
The ministries and commissions of the State Council, PBOC, the National Audit Office,
the subordinate institutions with administrative functions directly under the State Council,
and the organizations prescribed by laws may formulate departmental rules and regulations
within the permissions of their respective departments based on the laws as well as the
administrative regulations, decisions and orders of the State Council. Provisions of
departmental rules should be the matters related to the enforcement of the laws or the
administrative regulations, decisions and orders of the State Council. The people’s
governments of the provinces, autonomous regions, municipalities and cities or autonomous
prefectures divided into districts may formulate rules and regulations based on the laws,
administrative regulations and local regulations of such provinces, autonomous regions and
municipalities.
The Constitution has supreme legal authority and no laws, administrative regulations,
local regulations, autonomous regulations or separate regulations may contravene the
Constitution. The authority of laws is greater than that of administrative regulations, local
regulations and rules. The authority of administrative regulations is greater than that of local
regulations and rules. The authority of local regulations is greater than that of the rules of the
local governments at or below the corresponding level. The authority of the rules enacted by
the people’s governments of the provinces or autonomous regions is greater than that of the
rules enacted by the people’s governments of the city divided into districts or autonomous
prefecture within the administrative areas of the provinces and the autonomous regions.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
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The NPC has the power to amend or repeal any inappropriate laws enacted by the
SCNPC, and to repeal any autonomous regulations and separate rules approved by the SCNPC
that are in conflict with the Constitution and the Legislation Law. The SCNPC has the power
to repeal any administrative regulations that are in conflict with the Constitution and the laws,
and to repeal any local regulations that are in conflict with the Constitution, the laws, and the
administrative regulations, and to repeal autonomous regulations and separate regulations
approved by the standing committees of the people’s congresses of the relevant provinces,
autonomous regions or municipalities directly under the central government as being in
conflict with the Constitution and the Legislation Law. The State Council has the right to
amend or repeal any inappropriate departmental and local government regulations. The
people’s congresses of the provinces, autonomous regions and municipalities directly under
the central government have the right to amend or repeal any inappropriate local laws or
regulations promulgated or approved by their respective standing committees. The standing
committees of local people’s congresses have the right to repeal any inappropriate rules
promulgated by the people’s governments at the same level, and the people’s governments of
provinces and autonomous regions have the right to amend or repeal any inappropriate rules
promulgated by the people’s governments at lower levels.
Pursuant to the Resolution of the SCNPC Providing an Improved Interpretation of the
Law (Ӕᙄ ) passed on June 10,
1981, in cases where the scope of provisions of laws or decrees needs to be further defined or
additional stipulations need to be made, the SCNPC shall provide interpretations or make
stipulations by means of decrees. Issues related to the application of laws in a court trial
should be interpreted by the Supreme People’s Court, issues related to the application of laws
in a prosecution process of the procuratorate should be interpreted by the Supreme People’s
Procuratorate, and issues related to the application of laws other than in a court trial or in a
prosecution process of the procuratorate should be interpreted by the State Council and the
competent authorities. At the regional level, the power to interpret regional regulations is
vested in the regional legislative and administrative authorities which promulgate such
regulations.
PRC JUDICIAL SYSTEM
According to the Constitution and the Law of Organization of the People’s Court of the
PRC ( ) amended by the SCNPC on October 26, 2018 and
becoming effective on January 1, 2019, the people’s courts of the PRC are divided into the
Supreme People’s Court, the local people’s courts at all levels and special people’s courts. The
local people’s courts at all levels are divided into three levels, namely, the basic people’s
courts, the intermediate people’s courts and the higher people’s courts. The basic people’s
courts may set up certain people’s tribunals based on the status of the region, population and
cases. The Supreme People’s Court shall be the highest judicial organ of the state. The
Supreme People’s Court shall supervise the administration of justice by the local people’s
courts at all levels and by the special people’s courts. The people’s courts at a higher level
shall supervise the judicial work of the people’s courts at lower levels.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
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According to the Constitution and the Law of Organization of the People’s
Procuratorates of the PRC ( ) revised by SCNPC on
October 26, 2018 and taking effect on January 1, 2019, the People’s Procuratorates is the law
supervision organ of the state. The Supreme People’s Procuratorate shall be the highest
procuratorial organ. The Supreme People’s Procuratorate shall direct the work of the local
people’s procuratorates at all levels and of the special people’s procuratorates; the people’s
procuratorates at higher levels shall direct the work of those at lower levels.
The people’s courts employ a two-tier appellate system, i.e., judgments or rulings of the
second instance at the people’s courts are final. A party may appeal against the judgment or
ruling of the first instance of a local people’s courts. The people’s procuratorate may present
a protest to the people’s courts at the next higher level in accordance with the procedures
stipulated by the laws. In the absence of any appeal by the parties and any protest by the
people’s procuratorate within the stipulated period, the judgments or rulings of the people’s
courts are final. Judgments or rulings of the second instance of the intermediate people’s
courts, the higher people’s courts and the Supreme People’s Court and those of the first
instance of the Supreme People’s Court are final. However, if the Supreme People’s Court or
the people’s courts at the next higher level finds any definite errors in a legally effective final
judgment or ruling of a people’s court at a lower level, or if the chief judge of a people’s court
at any level finds any definite errors in a legally effective final judgment or ruling of such
court, the case can be retried according to judicial supervision procedures.
The PRC Civil Procedure Law () adopted by the SCNPC
on September 1, 2023 and effective on January 1, 2024 sets forth the requirements for
instituting a civil action, 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 judgment or order.
All parties to a civil action conducted within the PRC must comply with the PRC Civil
Procedure Law. Civil cases are generally heard by the courts where the defendants are located.
The court of jurisdiction in a civil action may be chosen by express agreement between the
parties, provided that the court is located at a place that has direct connection with the dispute,
such as the plaintiff’s or the defendant’s place of domicile, the place where the contract is
performed or signed, or the object of the action is located. However, the choice of the court
cannot be in conflict with the regulations of different jurisdictions and exclusive jurisdictions
in any case.
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Foreign individuals, persons without nationality, foreign enterprises and foreign
organizations that institute or respond to proceedings in a people’s court shall have the same
procedural rights and obligations as citizens, legal persons and other organizations of the
PRC. Should a foreign court limit the litigation rights of PRC citizens or enterprises, the
People’s court of PRC may apply the same limitations to the citizens or enterprises of such
foreign country. Foreign individuals, persons without nationality, foreign enterprises or
foreign organizations that need to be represented by a lawyer as his or its agent ad litem in
instituting and responding to an action in a people’s court shall appoint a lawyer of the PRC.
In accordance with the international treaties to which the PRC is a signatory or participant or
according to the principle of reciprocity, a people’s court and a foreign court may request each
other to serve documents, conduct investigation and collect evidence and conduct other
actions on its behalf. A people’s court shall not accommodate any request made by a foreign
court which will result in the violation of sovereignty, security or public interests of the PRC.
All parties to a civil action shall perform the legally effective judgments and rulings.
Where a party refuses to perform a ruling or judgment, the other party may apply to the
people’s court for the enforcement of the same. The time limit applicable to applications to
execute a judgment is two years. The provisions relating to the suspension or discontinuance
of the litigation limitation period shall be applicable to the suspension or discontinuance of
the limitation period for applications to execute a judgment. If a party fails to satisfy within
the stipulated period a judgment which the court has granted an enforcement approval, the
court may, upon the application of the other party, mandatorily enforce the judgment against
such party.
Where a party requests for enforcement of an effective judgment or ruling made by a
people’s court, but the opposite party or his property is not within the territory of the People’s
Republic of China, the party may directly apply to the foreign court with jurisdiction for
recognition and enforcement of the judgment or ruling, or the people’s court may, in
accordance with the provisions of international treaties to which the PRC is a signatory or in
which the PRC is a participant or according to the principle of reciprocity, request for
recognition and enforcement by the foreign court. Similarly, for an effective judgment or
ruling made by a foreign court that requires recognition and enforcement by a people’s court
of the PRC, a party may directly apply to an intermediate people’s court of the PRC with
jurisdiction for recognition and enforcement of the judgment or ruling, or the foreign court
may, in accordance with the provisions of international treaties to which its country and the
PRC are signatories or in which its country is a participant or according to the principle of
reciprocity, request for recognition and enforcement by the people’s court, unless the people’s
court considers that the recognition or enforcement of such judgment or ruling would violate
the basic legal principles of the PRC, its sovereignty or national security or would not be in
social and public interest.
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THE COMPANY LA W, TRIAL MEASURES AND GUIDELINES FOR ARTICLES OF
ASSOCIATION
A joint stock limited company established in the PRC seeking a listing on The HKSE is
mainly subject to the following laws and regulations of the PRC.
The Company Law of the PRC () (the “Company Law”) was
adopted by the Standing Committee of the Eighth NPC at its Fifth Session on December 29,
1993 and came into effect on July 1, 1994. It was successively amended on December 25,
1999, August 28, 2004, October 27, 2005, December 28, 2013, October 26, 2018 and
December 29, 2023. The latest revision of the Company Law became effective on July 1, 2024.
The Trial Measures and relevant guidelines promulgated by the CSRC on February 17,
2023 and came into effect on March 31, 2023, and were applicable both direct and indirect
overseas share subscription and listing of domestic enterprises. The Trial Measures also set
out the filing and administration methods and regulatory requirements for the overseas
issuance of securities and listing of domestic enterprises.
According to the Trial Measures and its interpretative guidelines, where a domestic
company directly offers and list overseas, it shall formulate its articles of association in line
with the Guidelines for Articles of Association of Listed Companies (ˏ), in
place of the Mandatory Provisions for Articles of Association of Companies to be Listed
Overseas (Ցྤ̮ɪ̹ʮ̡௝೻̀௪ૢಛ ) which ceased to apply from March 31, 2023.
The latest revision of the Guidelines for Articles of Association of Listed Companies became
effective on March 28, 2025.
Set out below is a summary of the major provisions of the Company Law, the Trial
Measures and the Guidelines for Articles of Association of Listed Companies which are
applicable to our Company.
General Provisions
“A joint stock limited company” means a corporate legal person incorporated in China
under the Company Law, whose registered capital is divided into shares of equal par value.
The liability of its shareholders is limited to the extent of the shares they have subscribed for
and the liability of a company is limited to the full value of all the property owned by it.
A company must conduct its business in accordance with laws and regulations as well as
public and commercial ethics. A company may invest in other limited liability companies. The
liabilities of the company to such invested companies are limited to the amount invested.
Unless otherwise provided by laws, a company cannot be the capital contributor who has the
joint liabilities associated with the debts of the invested enterprises.
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Incorporation
A joint stock limited company may be incorporated by promotion or subscription. A joint
stock limited company may be incorporated by a minimum of one but not more than 200
promoters, and at least half of the promoters must have residence within the PRC.
The promoters shall convene an inaugural meeting of the company within 30 days after
the share capital has been paid-up and shall notify all subscribers the date of the meeting or
make an announcement in this regard 15 days before the meeting. The inaugural meeting may
be held only in the presence of promoters and subscribers holding more than 50% of the total
number of shares. Powers to be exercised at the inaugural meeting include but not limited to
the adoption of articles of association and the election of members of the Board of Directors
and the Supervisory Committee of a company. The aforesaid matters shall be resolved by more
than 50% of the votes to be cast by subscribers present at the meeting.
Within 30 days after the conclusion of the inaugural meeting, the Board of Directors
shall authorize a representative to file an application for registration of establishment with the
company registration authority. A company is formally established and has the status of a legal
person after the business license has been issued by the relevant registration authority.
Registered Shares
Under the Company Law, shareholders may make capital contributions in cash or with
non-cash assets (e.g., physical assets, intellectual property, land use rights, shares, claims)
that can be valued in cash and legally transferred, except where prohibited by law. If capital
contribution is made other than in cash, valuation and verification of the property contributed
must be carried out and converted into shares.
Under the Trial Measures, if a domestic enterprise issues shares overseas, it may raise
funds and distribute dividends in foreign currencies or RMB.
Under the Company Law, a joint stock limited company is required to maintain a register
of shareholders, detailing the following information: (i) the name and domicile of each
shareholder; (ii) the class and number of shares subscribed for by each shareholder; (iii) the
serial number of shares if issued in paper form; and (iv) the date on which each shareholder
acquired the shares.
Allotment and Issue of Shares
All issue of shares of a joint stock limited company shall be based on the principles of
equality and fairness. The same class of shares must carry equal rights. Shares issued at the
same time and within the same class must be issued on the same conditions and at the same
price. It may issue shares at par value or at a premium, but it may not issue shares below the
par value.
Domestic enterprises listing overseas are required to file with the CSRC under the Trial
Measures, submitting a filing report, legal opinion, and other materials, accurately disclosing
shareholder information. For direct overseas listings, the issuer files with the CSRC.
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Increase of Share Capital
Pursuant to the relevant provisions of the Company Law, where a joint stock limited
company intends to issue new stocks, its Shareholders’ Meeting shall make a resolution about
the following matters:
i. the class and amount of the new stocks;
ii. the issue price of the new stocks;
iii. the beginning and ending dates for the issuance of the new stocks;
iv. the class and amount of the new stocks to be issued to the original shareholders; and
v. if any no par value stock is issued, the proceeds from the issuance of the new stocks
shall be included into the registered capital.
Where a company intends to make a public offering of shares, it shall go through the
registration with the securities regulatory authority of the State Council and announce the
prospectus.
Reduction of Share Capital
A company may reduce its registered capital in accordance with the following
procedures prescribed by the Company Law:
i. the company shall prepare a balance sheet and an inventory of property;
ii. the reduction of registered capital must be approved by shareholders at the
Shareholders’ Meeting;
iii. the company shall notify its creditors within ten days from the date of the resolution
of the Shareholders’ Meeting to reduce the registered capital and make an
announcement in the newspaper or the National Enterprise Credit Information
Publicity System within thirty days;
iv. the creditors have the right to demand the company to settle the debts or provide
corresponding guarantees within thirty days from the date of receipt of the notice,
or within forty-five days from the date of the announcement if the notice has not
been received; and
v. when a company reduces its registered capital, it shall register the change with a
company registration authority in accordance with the law.
Where a company reduces its registered capital, it shall reduce the amount of capital
contribution or shares in proportion to the capital contribution or shares held by the
shareholders, unless it is otherwise prescribed by any law, or is agreed upon by all the
shareholders of a limited liability company or is otherwise prescribed by the articles of
association of a joint stock limited company.
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Repurchase of Shares
Under the Company Law, no company may purchase its own shares except under any of
the following circumstances:
i. Reducing registered capital (requires Shareholders’ Meeting approval);
ii. Merging with a company holding its shares;
iii. Using the shares for implementing employee shareholding or equity incentive plans
(requires board resolution under articles of association or shareholders’
authorization);
iv. With respect to shareholders voting against any resolution adopted at the
Shareholders’ Meeting on the merger or division of our Company, the right to
demand our Company to acquire the shares held by them;
v. Using the shares for the conversion of convertible corporate bonds issued by the
listed company; or
vi. Necessity for a listed company to maintain its company value and the rights of its
shareholders (requires public centralized trading).
The purchase of shares of a company for reasons specified in the case of (i) to (ii) above
shall be subject to the resolution of the Shareholders’ Meeting; the purchase of shares of a
company for reasons specified in the case of (iii), (v) and (vi) above shall be subject to the
resolution of the board meetings attended by more than two-thirds of the directors in
accordance with the provisions of the articles of association or the authorization from the
meeting.
Following the purchase of a company’s shares by a company in accordance with the
above provisions, such shares shall be canceled within 10 days from the date of buy-back in
the case of item (i) above; such shares shall be transferred or canceled within six months in the
case of items (ii) and (iv) above; the total numbers of shares of our Company held by a
company shall not exceed 10% of the total issued shares of our Company, and shall be
transferred or canceled within three years in the case of items (iii), (v) and (vi) above.
A listed company purchasing its own shares shall perform information disclosure
obligations in accordance with the Securities Law of the PRC. A listed company purchasing
its own shares for reasons specified in the case of (iii), (v) and (vi) above shall purchase the
shares in a public and centralized trading manner.
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Transfer of Shares
Shares held by a shareholder may be transferred according to the law. Under the
Company Law, the share transfer by a shareholder shall be conducted on a lawfully
established stock exchange or by any other means as prescribed by the State Council. The
stocks shall 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.
Shareholders’ obligations include the obligation to comply with the company’s articles
of association, to pay the subscription price in respect of the shares subscribed for and in
accordance with the form of making capital contributions, and to be liable for the company’s
debts and liabilities up to their subscribed shares, as well as any other obligations stipulated in
the articles of association.
The directors and senior executives of the company shall declare to the company the
shares they hold and the changes thereof. During the term of office as determined when they
assume the posts, the shares transferred each year shall not exceed 25% of the total shares they
hold of the company. The shares of the company held by them shall not be transferred within
1 year as of the day when the stocks of the company are listed and traded on the stock
exchange. Any of the aforesaid persons shall not transfer the shares of the company held
within six months after he/she leaves office. Any other restrictions on the transfer of company
shares held by directors or senior executives may be specified in the articles of association.
Where the shares are pledged within the time limit for restricted transfer as provided for
by laws and administrative regulations, the pledgee may not exercise the pledge right within
such restricted period.
Shareholders
Under the Company Law and the Guidelines for Articles of Association of Listed
Companies the rights of a shareholder include:
i. to receive dividends and other forms of distributions in proportion to their
shareholdings;
ii. to legally require, convene, preside over, participate in or authorize proxies of
Shareholders to attend the Shareholders’ Meeting and exercise corresponding
voting rights;
iii. to supervise business operations of the company, and to present proposals or to
raise inquiries;
iv. to transfer shares in accordance with laws, administrative regulations and the
provisions of the articles of association;
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--- page 450 ---
v. to read and copy the Articles of Association, the register of Shareholders,
Shareholders’ Meeting minutes, resolutions of meetings of the Board of Directors
and financial and accounting reports;
vi. in the event of the winding-up or liquidation of a company, to participate in the
distribution of remaining property of a company in proportion to the number of
shares held;
vii. to require the company to acquire the shares from Shareholders voting against any
resolutions adopted at the Shareholders’ Meeting concerning the merger and
division of the Company;
viii. other rights conferred by laws, administrative regulations and the articles of
association.
The obligations of a shareholder include:
i. to abide by laws, administrative regulations and the Articles of Association;
ii. to provide Share capital according to the Shares subscribed for and Share
participation methods;
iii. not to abuse Shareholders’ rights to infringe upon the interests of the Company or
other Shareholders; not to abuse the Company’s status as an independent legal
entity or the limited liability of Shareholders to damage the interests of the
Company’s creditors; and
iv. to perform other duties prescribed in laws, administrative regulations, departmental
rules and the securities regulatory rules of the place where the Company’s shares
are listed.
Shareholders’ Meeting
Under the PRC Company Law, the Shareholders’ Meeting of a joint stock limited
company is made up of all shareholders. The Shareholders’ Meeting is the authority of a
company, which shall exercise the following functions and powers:
i. electing and replacing directors and supervisors and deciding on their
remunerations;
ii. deliberating on and approving the reports of the board of directors;
iii. deliberating on and approving the reports of the board of supervisors;
iv. deliberating on and approving the plans for profit distribution and making up losses
of the company;
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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--- page 451 ---
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, split-up, dissolution, liquidation or change of
corporate form of the company;
viii. amending the articles of association; and
ix. other functions and powers as prescribed in the articles of association.
Under the Company Law, an annual Shareholders’ Meeting shall be held every year. If
any of the following circumstances occurs, an interim Shareholders’ Meeting shall be held
within two months:
i. where 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. where the unrecovered losses of the company reach one third of the total capital
stock;
iii. where the shareholders who separately or aggregately hold 10% or more of the
company’s shares so request;
iv. where the board of directors deems it necessary;
v. where the board of supervisors so proposes; or
vi. 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. If the chairman is unable or fails to perform his/her
duties, the meeting shall be presided over by the deputy chairman. If the deputy chairman is
unable or fails to perform his/her duties, the meeting shall be presided over by a director
jointly elected by more than half of the directors.
If the board of directors is unable or fails to perform the duties of convening the
Shareholders’ Meeting, the board of supervisors shall timely convene and preside over the
meeting. If the board of supervisors fails to convene and preside over the meeting,
shareholders who separately or aggregately hold 10% or more of the shares of the company for
90 or more consecutive days may convene and preside over the meeting by themselves.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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--- page 452 ---
If the shareholders who separately or aggregately hold 10% or more of the shares of the
company request to convene an interim Shareholders’ Meeting, the board of directors and the
board of supervisors shall, within 10 days after the receipt of such request, decide whether to
hold an interim Shareholders’ Meeting and reply to the shareholders in writing.
The time and place of the meeting and the matters to be deliberated shall be notified to
each shareholder 20 days before a Shareholders’ Meeting is held. For an interim
Shareholders’ Meeting, a notice shall be served 15 days in advance.
The shareholders who separately or aggregately hold 1% or more of the shares of the
company may, 10 days before a Shareholders’ Meeting is held, submit an interim proposal in
writing to the board of directors. The interim proposal shall contain a clear topic for
discussion and specific matters for resolution. The board of directors shall, within 2 days after
it receives such a proposal, notify other shareholders and submit the interim proposal to the
Shareholders’ Meeting for deliberation, unless the interim proposal is in violation of any law,
administrative regulation or the articles of association or fails to fall into the scope of
functions of the Shareholders’ Meeting. The company shall not raise the shareholding
proportion of the shareholder who brings forward any interim proposal.
Under the Company Law, a shareholder may entrust a proxy to attend a Shareholders’
Meeting, and it should clarify the matters, power and time limit of the proxy. The proxy shall
present a written power of attorney issued by the shareholder to a company and shall exercise
his voting rights within the scope of authorization. There is no specific provision in the
Company Law regarding the number of shareholders constituting a quorum in a Shareholders’
Meeting.
Under the Company Law, a shareholder who attends the Shareholders’ Meeting has one
vote for each share held by it, except the shareholders of classified shares. The company may
not have a voting right for the shares it holds.
Under the Company Law and the Guidelines for Articles of Association of Listed
Companies, a resolution made at the Shareholders’ Meeting shall be adopted by more than
half of the voting rights held by the shareholders who attend the meeting. A resolution made at
the Shareholders’ Meeting on modifying the articles of association, increasing or reducing the
registered capital as well as merger, split-up, dissolution or change of the corporate form shall
be adopted by more than two thirds of the voting rights held by the shareholders who attend
the meeting.
The Shareholders’ Meeting may, in electing the directors or supervisors, adopt a
cumulative voting system according to the articles of association or the resolutions of the
Shareholders’ Meeting. Under the cumulative voting system, when the Shareholders’ Meeting
elects the directors or supervisors, each shareholder is entitled to one vote per share,
multiplied by the number of candidates and uses them all for one candidate for director or
supervisor.
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The Board of Directors
Under the Company Law, a joint stock limited company shall have a board of directors,
which consists of more than three members. The term of office of directors shall be prescribed
in the articles of association, but each term shall not exceed three years. After the term of
office of a director expires, he/she may be reelected to serve another term.
Under the Company Law, the board of directors shall have one chairman and may have
deputy chairmen. The chairman and deputy chairmen shall be elected by more than half of all
the directors. The chairman shall convene and preside over the meetings of the board of
directors and check the implementation of the resolutions of the board of directors. The
deputy chairman shall assist the chairman in work. If the chairman is unable or fails to
perform his/her duties, the deputy chairman shall perform such duties. If the deputy chairman
is unable or fails to perform his/her duties, a director jointly elected by more than half of the
directors shall perform such duties.
Pursuant to the Company Law, under any of the following circumstances, anyone may
not act as a director of a company:
i. having no capacity for civil conduct or having limited capacity for civil conduct;
ii. having been sentenced to any criminal penalty due to an offense of corruption,
bribery, encroachment of property, misappropriation of property or disrupting the
order of the socialist market economy, or having been deprived of political rights
due to a crime, where a five-year period has not elapsed since the expiration of
execution period; If he/she is pronounced for suspension of sentence, a two-year
period has not elapsed since the expiration of the suspension of sentence;
iii. serving as a director, factory director or manager of a company or enterprise which
has been bankrupt and liquidated and being personally liable for the bankruptcy of
such company or enterprise, where a three-year period has not elapsed since the
completion of the bankruptcy and liquidation;
iv. acting as the legal representative of a company or enterprise whose business license
has been revoked or which was ordered to close down due to any violation of the
law and being personally liable, where a three-year period has not elapsed since the
date of revocation of business license or the order for closure; or
v. being listed as a dishonest person subject to enforcement by the people’s court due
to his/her failure to pay off a relatively large amount of due debts.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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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. The board of directors
shall exercise the following functions and powers:
i. convening the Shareholders’ Meeting and reporting its work to the Shareholders’
Meeting;
ii. executing the resolutions of the Shareholders’ Meeting;
iii. deciding the business plans and investment scheme of the company;
iv. formulating the plans for profit distribution and making up for loss of the company;
v. formulating the plan for increasing or decreasing the registered capital, as well as
the plan for issuance of corporate bonds;
vi. formulating the plan for merger, division, dissolution, or change of corporate form
of the company;
vii. deciding the establishment of the internal management body of the company;
viii. deciding the appointment or dismissal of the manager of the company and the
remuneration thereof, and, according to the nomination of the manager, deciding on
hiring or dismissing deputy managers and financial director of the company as well
as their remuneration;
ix. formulating the basic management rules of the company; and
x. other functions and powers specified in the articles of association or granted by the
Shareholders’ Meeting.
No meeting of the board of directors may be held unless more than half of the directors
are present. A resolution made by the board of directors shall be adopted by more than half of
all the directors. For voting on a resolution of the board of directors, each director shall have
one vote. The board of directors shall prepare minutes regarding the decisions on the matters
discussed at the meetings, which shall be signed by the directors present.
The directors shall attend the meeting of the board of directors in person. Where any
director is unable to attend the meeting for any reason, he/she may, by issuing a written power
of attorney, entrust another director to attend the meeting on his/her behalf. The power of
attorney shall indicate the scope of authorization. The directors shall be responsible for the
resolutions made by the board of directors.
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Where a resolution of the board of directors is in violation of any law, administrative
regulation, article of association or resolution of the Shareholders’ Meeting and causes any
serious loss to the company, the directors who participate in adopting such resolution shall be
liable for compensation to the company. If a director is proved to have expressed his/her
objection to the voting on such resolution and such objection has been recorded in the
minutes, he/she may be exempted from liability.
The Board of Supervisors
Under the Company Law, a joint stock limited company may have a board of supervisors
which shall comprise 3 members or more. The members of the board of supervisors shall
include 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 concrete proportion shall be
specified in the articles of association. The employees’ representatives who serve as members
of the board of supervisors shall be democratically elected by employees through the
employees’ representative congress, employees’ congress or by other means. No director or
senior executive may concurrently hold the post of supervisor.
The board of supervisors shall have one chairman and may have deputy chairmen. The
chairman and deputy chairmen of the board of supervisors shall be elected by more than half
of all the supervisors. The chairman of the board of supervisors shall convene and preside over
the meetings of the board of supervisors. If the chairman of the board of supervisors is unable
or fails to perform his/her duties, the deputy chairman of the board of supervisors shall
convene and preside over the meeting. If the deputy chairman is unable or fails to perform
his/her duties, a supervisor jointly elected by more than half of the supervisors shall convene
and preside over such meeting.
The board of supervisors shall exercise the following functions and powers:
i. examining the financial affairs of the company;
ii. supervising the acts of the directors and senior executives in the performance of
their duties, and proposing the removal of the directors and senior executives who
have violated laws, administrative regulations, the articles of association or the
resolutions of the Shareholders’ Meeting;
iii. requiring the directors and senior executives to correct their acts if such acts
damage the interests of the company;
iv. proposing to convene an interim Shareholders’ Meeting, and convening and
presiding over the Shareholders’ Meeting when the board of directors fails to
implement the duties to convene and preside over the Shareholders’ Meeting as
prescribed in the Company Law;
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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--- page 456 ---
v. presenting proposals to the Shareholders’ Meeting;
vi. initiating lawsuits against the directors and senior executives according to Article
189 of the Company Law; and
vii. other functions and powers provided for in the articles of association.
A joint-stock company may, instead of setting up board of supervisors, in accordance
with the provisions of its articles of association, set up an audit committee consisting of
directors on its board of directors to exercise the powers and functions of the board of
supervisors.
On December 27, 2024, the CSRC promulgated the Transitional arrangements relating to
the implementation of the rules under the new Company Law (ۆ
ᗫཀನಂτર), Listed companies shall, before January 1, 2026, in accordance with
the provisions of the Company Law, the Provisions of the State Council on Implementation of
the Registered Capital Management System under the Company Law of the PRC and the
supporting rules of the CSRC, provide in the articles of association for the establishment of an
audit committee in the board of directors, exercising the powers and functions of the
supervisory board as stipulated in the Company Law, the listed companies will then have no
supervisory board or supervisors. Before a listed company adjusts the establishment of the
company’s internal supervisory body, the supervisory board or supervisors shall continue to
comply with the provisions in the original rules of the CSRC.
Managers and Senior Management
Under the Company Law, a joint stock limited company may have a manager, who shall
be appointed or removed as decided by the board of directors. The manager shall be
responsible to the board of directors and exercise his/her functions and powers according to
the articles of association or the authorization of the board of directors. The manager shall
attend the meetings of the board of directors as a non-voting member.
According to the Company Law, senior management refers to the company manager,
deputy company manager, head of finance, secretary to the board of directors of a listed
company, and any other persons as specified in the company’s articles of association.
Duties of Directors, Supervisors and Senior Management
Directors, supervisors and senior management of the company are required under the
Company Law to comply with the relevant laws, regulations and the articles of association,
and have fiduciary and diligent duties to the company. Directors, supervisors and senior
executives 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.
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The directors, supervisors and senior executives 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 management are prohibited from:
i. embezzling the property or misappropriating the funds of the company;
ii. depositing the funds of the company into an account opened in his/her own name or
in the name of any other individual;
iii. giving bribes or accepting any other illegal proceeds by taking advantage of his/her
power;
iv. taking commissions from the transactions between the company and any other
person into his/her own pocket;
v. unlawfully disclosing the confidential information of the company; or
vi. other acts in violation of the obligation of loyalty to the company.
Where any director, supervisor or senior executive directly or indirectly concludes a
contract or conducts a transaction with his/her company, he/she shall report the matters
relating to the conclusion of the contract or transaction to the board of directors or
Shareholders’ Meeting, which shall be subject to the resolution of the board of directors or
Shareholders’ Meeting according to the articles of association.
Where any of the near relatives of the directors, supervisors or senior executives, or any
of the enterprises directly or indirectly controlled by the directors, supervisors or senior
executives or any of their near relatives, or any of the related parties who have any other
related-party relationship with the directors, supervisors or senior executives, concludes a
contract or conducts a transaction with the company, the provisions of the preceding
paragraph shall apply.
No director, supervisor or senior executive may take advantage of his/her position to
seek any business opportunity that belongs to the company for himself/herself or any other
person except under any of the following circumstances:
i. where he/she has reported to the board of directors or the Shareholders’ Meeting
and has been approved by a resolution of the board of directors or the Shareholders’
Meeting according to the articles of association; or
ii. where the company cannot make use of the business opportunity as stipulated by
laws, administrative regulations or the articles of association.
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Where any director, supervisor or senior executive fails to report to the board of directors
or the Shareholders’ Meeting and obtain an approval by resolution of the board of directors or
the Shareholders’ Meeting according to the articles of association, he/she may not engage in
any business that is similar to that of the company where he/she holds office for
himself/herself or for any other person.
Where any director, supervisor or senior executive violates any law, administrative
regulation or the articles of association during the performance of duties and causes any loss
to the company, he/she shall be liable for compensation.
Finance and Accounting
Under the Company Law, a company shall establish its financial and accounting systems
according to laws, administrative regulations and the regulations of the financial department
of the State Council. At the end of each fiscal year, the company shall prepare a financial
accounting report which shall be audited by an accounting firm in accordance with the law.
The financial accounting report shall be prepared in accordance with the laws, administrative
regulations and the regulations of the financial department of the State Council.
The financial accounting report of a joint stock limited company shall be made available
for inspection by the shareholders at the company not later than twenty days before the annual
meeting of shareholders; a joint stock limited company that has publicly issued shares shall
announce its financial accounting report.
The premiums received by a company from the issuance of shares at an issue price in
excess of the par value of the shares, the amount of share proceeds from the issuance of no-par
shares that have not been credited to the registered capital, and other items required by the
financial department of the State Council to be included in the capital reserve shall be
classified as the capital reserve of the company.
The reserve of a company shall be used for making up losses, expanding the production
and business scale or increasing the registered capital of the company. Where the reserve of a
company is used for making up losses, the discretionary reserve and statutory reserve shall be
firstly used. If losses still cannot be made up, the capital reserve can be used according to the
relevant provisions. Where the statutory reserve is converted to increase registered capital, the
amount of such reserve retained shall not be less than 25% of the registered capital of the
company prior to the conversion.
No company may keep any accounting books other than the statutory accounting books.
No account shall be opened in the name of any individual for the deposit of a company’s
funds.
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Appointment and Dismissal of Accounting Firms
Pursuant to the Company Law, the employment or dismissal of an accounting firm
undertaking a company’s auditing business shall be decided by the Shareholders’ Meeting, the
board of directors or the board of supervisors in accordance with the provisions of the
company’s articles of association. When a company’s Shareholders’ Meeting, board of
directors or the board of supervisors votes on the dismissal of an accounting firm, the
accounting firm shall be allowed to state its own opinions. A company shall provide true and
complete accounting documents, accounting books, financial accounting reports and other
accounting information to the accounting firm engaged by it, and shall not refuse, conceal or
misrepresent them.
The Guidelines for Articles of Association of Listed Companies provide that the
Company’s engagement of an accounting firm shall be decided by the Shareholders’ Meeting.
The board of directors shall not engage any accounting firm before the decision is made by the
Shareholders’ Meeting. The audit fee to the accounting firm shall be decided by the
Shareholders’ Meeting.
Profit Distribution
When a company distributes its after-tax profit for the current year, 10% of the profit
shall be accrued and included in the company’s statutory reserve. Such accrual is no longer
required when the accumulated amount of the company’s statutory reserve is 50% or more of
the company’s registered capital. Where the cumulative amount of the company’s statutory
reserve is not enough to make up for the losses of the previous year, the current year’s profits
shall first be used to make up for the losses before the statutory reserve is accrued according
to the provisions of the preceding provision. After having accrued statutory reserves from the
after-tax profits, a company can also set aside discretionary reserve from the after-tax profits
upon a resolution made by the Shareholders’ Meeting. The residual after-tax profits after a
company has made up its losses and accrued reserve shall be distributed by the company (in
the case of a joint stock limited company) in proportion to the shares held by its shareholders,
except as otherwise provided for in the company’s articles of association. Profit shall not be
distributed for a company’s shares held by this company.
Where a company distributes profits to shareholders in violation of the provisions of the
Company Law, the shareholders shall refund the profits distributed to the company, and the
shareholders and the liable directors, supervisors and senior executives shall be held liable for
compensation if any loss is caused to the company.
If the Shareholders’ Meeting resolves to distribute profits, the board of directors shall do
so within six months after the resolution is made.
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Dissolution and Liquidation
According to the Company Law, a company shall be dissolved for the following reasons:
i. the expiration of the business period stipulated in the company’s articles of
association or the occurrence of other causes of dissolution stipulated in the
company’s articles of association;
ii. dissolution by a resolution of the Shareholders’ Meeting;
iii. dissolution due to merger or demerger of the company;
iv. suspension of the business license, being ordered to close down or being revoked in
accordance with the law; or
v. being dissolved by the People’s Court in accordance with the provisions of Article
231 of the Company Law.
If any of the situations as mentioned in the preceding paragraph arises, a company shall
publicize the situations through the National Enterprise Credit Information Publicity System
within ten days.
Where the company is dissolved in accordance with sub-paragraph (i) above, it may
carry on its existence by amending its articles of association or upon a resolution of the
Shareholders’ Meeting, which must be approved by more than two-thirds of the voting rights
held by the shareholders present at the Shareholders’ Meeting. Where the company is
dissolved pursuant to sub-paragraphs (i), (ii), (iv) or (v) above, it shall be liquidated. The
directors, who are the liquidation obligors of the company, shall form a liquidation group to
carry out liquidation within 15 days from the date of occurrence of the cause of dissolution.
The liquidation group shall be composed of the directors, unless it is otherwise provided for in
the company’s Articles of Association or it is otherwise elected by the Shareholders’ Meeting.
The liquidation obligors shall be liable for compensation if they fail to fulfill their obligations
of liquidation in a timely manner, and thus any loss is caused to the company or the creditors.
If the liquidation group fails to be formed within the time limit or fails to carry out the
liquidation after its formation, any interested party may request the people’s court to
designate relevant persons to form a liquidation group. The people’s court shall accept such
requests and organize a liquidation group to carry out the liquidation in a timely manner.
The liquidation group may exercise the following functions during the period of
liquidation:
i. liquidating the property of the company, preparing a balance sheet and an inventory
of property, respectively;
ii. notifying the company’s creditors by mail or public announcement;
iii. handling and liquidating the unfinished business of the company;
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iv. paying off the taxes overdue by the company and the taxes incurred in the process
of liquidation;
v. liquidation of claims and debts;
vi. distributing the remaining property after all the debts of the company are paid off;
and
vii. representing the company in civil litigation activities.
The liquidation group shall notify the company’s creditors within ten days as of its
formation and shall make a public announcement in the newspaper or on the National
Enterprise Credit Information Publicity System within 60 days. The creditors shall file their
proofs of claim with the liquidation group within 30 days as of the receipt of the notice or
within 45 days as of the issuance of the public announcement in the case of failing to receive
such notice. When filing a proof of claim, the creditor shall describe the relevant matters of
claim and provide the relevant evidentiary materials. The liquidation group shall register the
proof of claim. During the period for filing proofs of claims, the liquidation group shall not
pay off any of the creditors.
The liquidation group shall, after liquidating the property of the company and preparing
a balance sheet and an inventory of property, make a plan of liquidation and report the same to
the Shareholders’ Meeting or the people’s court for confirmation.
After paying off the liquidation expenses, wages of employees, social insurance
premiums and statutory compensations, the outstanding taxes and the debts of the company
with the property of the company, the remaining assets may, in the case of a limited liability
company, be distributed in proportion to capital contributions of the shareholders, and in the
case of a joint stock limited company, distributed in proportion to the shares held by the
shareholders.
During the period of liquidation, the company survives, but shall not carry out any
business operation unrelated to the liquidation. The property of the company shall not be
distributed to the shareholders until it has been liquidated in accordance with the preceding
paragraph.
Where the liquidation group finds that the property of the company are not sufficient for
paying off the debts after liquidating the property of the company and preparing a balance
sheet and an inventory of property, it shall file an application to a people’s court for
bankruptcy liquidation. After the people’s court accepts the application for bankruptcy, the
liquidation group shall hand over the liquidation matters to the bankruptcy administrator
designated by the people’s court.
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The members of the liquidation group performing their duties of liquidation are obliged
to loyalty and diligence. Any member of the liquidation group who neglects to fulfill his/her
liquidation duties, thus causing any loss to the company shall be liable for compensation, and
any member of the liquidation group who causes any loss to any creditor due to his/her
intentional or gross negligence shall be liable for compensation.
Upon completion of the liquidation of the company, the liquidation group shall produce
a liquidation report, report the same to the Shareholders’ Meeting or the people’s court for
confirmation, and submit the same to the company registration authority to apply for
deregistration of the company.
Where, after three years since the business license of a company is revoked, or the
company is ordered to close down or is revoked, the company fails to apply for its
deregistration with the company registration authority, the said authority may announce the
company’s deregistration through the National Enterprise Credit Information Publicity
System for a period of no less than 60 days. If there is no objection after the announcement
period expires, the company registration authority may deregister the company.
Overseas Listing
According to the Trial Measures, initial public offerings or listings in overseas markets
shall be filed with the CSRC within 3 working days after the relevant application is submitted
overseas. Subsequent securities offerings of an issuer in the same overseas market where it has
previously offered and listed securities shall be filed with the CSRC within 3 working days
after the offering is completed. Subsequent securities offerings and listings of an issuer in
other overseas markets than where it has offered and listed shall be filed pursuant to
provisions in the first sentence of this paragraph.
Loss of Share Certificates
If a share certificate is lost, stolen or destroyed, the relevant shareholder may apply, in
accordance with the relevant provisions set out in the PRC Civil Procedure Law, to a people’s
court to declare such certificate invalid. After the people’s court declares the invalidity of such
certificate, the shareholder may apply to the company for a replacement share certificate.
Suspension and Termination of Listing
The Company Law has deleted provisions governing suspension and termination of
listing. The PRC Securities Law (2019 revision) (2019)
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.
According to the Trial Measures, upon the occurrence of voluntary or mandatory
delisting after an issuer has offered and listed securities in an overseas market, the issuer shall
submit a report thereof to CSRC within 3 working days after the occurrence and public
disclosure of the event.
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SECURITIES LA W AND REGULATIONS
The PRC has enacted various regulations on share issuance, trading, and information
disclosure. 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 of securities markets, supervising
securities companies, regulating public offers of securities by Chinese companies in the
Chinese Mainland or overseas, regulating the trading of securities, compiling
securities-related statistics and undertaking research and analysis. On March 29, 1998, the
State Council consolidated the above two departments and reformed the CSRC.
The Provisional Regulations Concerning the Issue and Trading of Shares (ୃ೯Бၾ
၍ଣᅲБૢԷ) promulgated by the State Council and effective on April 22, 1993
provide the application and approval procedures for the public issue of shares, trading of
shares, takeover of listed companies, the deposit, settlement and transfer of listed shares, the
disclosure of information by listed companies, investigation and penalties, and arbitration of
disputes.
The Regulations of the State Council Concerning the Domestic Listed Foreign Shares of
Joint Stock Limited Companies ( ),
which were promulgated by the State Council and came into effect on December 25, 1995,
mainly provide for the issue, subscription, trading and payment of dividends of domestic
listed foreign shares and disclosure of information of joint stock limited companies with
domestic listed foreign shares.
The PRC Securities Law () took effect on July 1, 1999 and
revised on August 28, 2004, October 27, 2005, June 29, 2013, August 31, 2014 and December
28, 2019 respectively. This is the first national securities law in the PRC, which is divided into
14 chapters and 226 articles regulating, among other things, the issue and trading of
securities, takeovers by listed companies, the duties and responsibilities of securities
exchanges, securities companies and the State Council’s securities regulatory authorities. The
PRC Securities Law comprehensively regulates activities in the PRC securities market.
Article 224 of the PRC Securities Law provides that any domestic enterprise that seeks to
issue securities overseas either directly or indirectly or to list its stocks in overseas markets
shall comply with the relevant provisions of the State Council. Currently, the issue and trading
of foreign issued shares (including H shares) are mainly governed by the rules and regulations
promulgated by the State Council and the CSRC.
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ARBITRATION AND ENFORCEMENT OF ARBITRAL A W ARDS
Under the Arbitration Law of the People’s Republic of China () (the
“Arbitration Law”), amended by the SCNPC on September 1 2017 and effective on January 1 2018,
the Arbitration Law is applicable to economic disputes involving foreign parties, and all parties have
entered into a written agreement to refer the matter to an arbitration committee constituted in
accordance with the Arbitration Law. An arbitration committee may, before the promulgation by the
PRC Arbitration Association of arbitration regulations, formulate interim arbitration rules in
accordance with relevant regulations under the Arbitration Law and the PRC Civil Procedure Law.
Where the disputing parties have reached an arbitration agreement and one party applies to the
People’s Court to have the case heard, the People’s Court shall not deal with this, except if the
arbitration agreement is invalid.
Under the Arbitration Law, an arbitral award is final and binding on the parties. If a party
fails to comply with an award, the other party to the award may apply to the people’s court for
enforcement according to the PRC Civil Procedure Law. A people’s court may refuse to
enforce an arbitral award made by an arbitration commission if there is any procedural
irregularity (including irregularity in the composition of the arbitration committee or the
making of an award on matters beyond the scope of the arbitration agreement or the
jurisdiction of the arbitration commission). Where a party applies for enforcement of an
arbitral award made in the PRC pursuant to the law which has come into legal effect, and the
person subject to enforcement or its properties are not located in the PRC, the party may apply
to a foreign court with jurisdiction over the case for recognition and enforcement. Similarly,
an arbitral award made by a foreign arbitration body may be recognized and enforced by the
people’s court in accordance with the principles of reciprocity or any international treaty
concluded or acceded to by the PRC.
According to the Arrangement of the Supreme People’s Court on Mutual Enforcement of
Arbitral Awards between the Chinese Mainland and the Hong Kong Special Administrative Region
(τર ) promulgated by the
Supreme People’s Court on January 24, 2000 and effective on February 1, 2000, and the
Supplementary Arrangement of the Supreme People’s Court on Mutual Enforcement of Arbitral
Awards between the Chinese Mainland and the Hong Kong Special Administrative Region (௰৷ɛ
໾̂τર ) promulgated by the
Supreme People’s Court on November 26, 2020 and effective on November 27, 2020, awards made
by PRC arbitral authorities can be enforced in Hong Kong, and Hong Kong arbitration awards are
also enforceable in the PRC.
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JUDICIAL JUDGMENT AND ITS ENFORCEMENT
According to the Arrangement on Mutual Recognition and Enforcement of Judgments in
Civil and Commercial Matters by Courts of Chinese Mainland and of the Hong Kong Special
Administrative Region (ʝႩ̙ձੂБ͏
τર) promulgated by the Supreme People’s Court on January 25, 2024 and
implemented on January 29, 2024, except for judgments in civil and commercial cases that are
not applicable under Article 3 of this Arrangement, judgments that can be recognized and
enforced in both places are those made by Chinese Mainland and Hong Kong Special
Administrative Region courts on or after January 29, 2024. The mutually recognized and
enforced judgments include monetary judgments and non-monetary judgments. Upon
implementation of this Arrangement, the Arrangement on Mutual Recognition and
Enforcement of Judgments in Civil and Commercial Matters by Courts of Chinese Mainland
and of the Hong Kong Special Administrative Region Pursuant to Agreed Jurisdiction by
Parties Concerned (ʝႩ̙ձੂБ຅ԫɛ
τર ) which was adopted by the Judicial Committee of the
Supreme People’s Court on June 12, 2006 and took effect on August 1, 2008 has been
repealed.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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This Appendix mainly provides investors with an overview of the Articles of
Association. As the following information is in summary form, it does not contain all the
information that may be important to investors.
SHARES AND REGISTERED CAPITAL
The shares of the Company shall take the form of share certificates. In addition to the
matters required to be stated on the company’s share certificates under the Company Law, the
share certificates shall also include other matters required to be stated by the stock exchange
where the company’s shares are listed.The H shares issued by the company may be in the form
of overseas depositary receipts or other derivative forms of shares in accordance with the
securities regulatory rules of the place where the company’s shares are listed and the
customary practice for securities registration and custody.
The Company shall issue shares in an open, equitable and fair manner, and each of the
shares in the same class shall carry the same rights. The A shares and H shares issued by the
Company shall rank pari passu in all distributions by way of dividends (including
distributions in cash and in specie) or otherwise.
Shares of the same class and the same issuance shall be issued on the same conditions
and at the same price. Any entity or individual shall pay the same price for each of the shares
that it/he/she subscribes for.
All shares issued by the Company shall be denominated in RMB.
INCREASE, REDUCTION, REPURCHASE AND TRANSFER OF SHARES
Increase and Reduction of Shares
In light of the Company’s operational and developmental needs, the Company may
increase its registered capital in accordance with the laws and regulations and subject to a
separate resolution of the Shareholders’ Meeting, by any of the following methods:
i. issued shares to nonspecific investors with the approval of the relevant authorities;
ii. issuing shares to specific objects;
iii. allotment of bonus shares to existing shareholders;
iv. conversion of reserve into share capital;
v. other methods permitted by laws, administrative regulations and the securities
regulatory authorities of the place where the Company’s shares are listed.
Any increase in the registered capital of the Company shall be approved in accordance
with the Articles of Association and the securities regulatory rules of the place where the
Shares are listed, and shall be implemented in accordance with the procedures prescribed by
the relevant laws and regulations.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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The Company may reduce its registered capital. Any reduction of the registered capital
of the Company shall be carried out in accordance with the procedures prescribed by the
Company Law, the Listing Rules of the Stock Exchange of Hong Kong Limited, other relevant
laws and regulations, the securities regulatory rules of the place where the Shares are listed
and the Articles of Association.
Share Repurchase
The Company shall not repurchase its shares. Provided that, without violating applicable
laws, regulations, the securities regulatory rules of the place where the Shares are listed and
the Articles of Association, the following circumstances shall be exempted:
i. to reduce the registered capital of the Company;
ii. to merge with other companies that hold shares in the Company;
iii. to use the shares for employee shareholding schemes or as share incentives;
iv. to acquire the shares of shareholders (upon their request) who vote against any
resolution adopted at any Shareholders’ Meeting on the merger or division of the
Company;
v. to use the shares to satisfy the conversion of those corporate bonds convertible into
shares issued by the Company;
vi. to safeguard corporate value and shareholders’ equity as the Company deems
necessary;
vii. Any other circumstances as may be prescribed by applicable laws, regulations and
the securities regulatory rules of the place where the Shares are listed.
The Company may repurchase its own shares through public centralized trading, or
through other means recognized by the laws, administrative regulations, the securities
regulatory authorities of the place and the stock exchange where the Company’s shares are
listed, and shall comply with the provisions under applicable laws and regulations, as well as
securities regulatory rules of the place where the Company’s shares are listed.
Where the purchases of the Company’s shares under any of the circumstances specified
in aforesaid items (iii), (v) and (vi), centralized trading shall be adopted publicly. Where the
Company purchases its own shares under any of the circumstances specified in the aforesaid
items (i) and (ii) shall require a resolution of the Shareholders’ Meeting. Where the purchases
of the Company’s shares under any of the circumstances specified in aforesaid items (iii), (v)
and (vi) shall, prevailing provided that they comply with the applicable securities regulatory
rules of the place where the Company’s shares are listed, require a resolution of a board of
directors attended by two-thirds or more of the directors. Where the purchases of the
Company’s shares, it shall fulfill the obligation of information disclosure in accordance with
the securities regulatory rules of the place where the company’s shares are listed.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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For A Shares, after the Company purchasing its own shares pursuant to the provisions
above, such shares shall be canceled within 10 days from the date of purchase under the
circumstance as described in item (i); such shares shall be either transferred or canceled
within six months under the circumstances as described in items (ii) and (iv); the aggregate
number of shares it holds shall not exceed 10% of the total shares in issue of the Company and
such shares shall be transferred or canceled within three years under the circumstances as
described in items (iii), (v) and (vi).
For H shares, if there are other provisions in laws, regulations, and the securities
regulatory authorities of the place where the company’s shares are listed concerning matters
related to share repurchase, such provisions shall prevail.
Transfer of Shares
The shares of the Company shall be transferred in accordance with the law. Transfer of H
Shares listed in Hong Kong shall be registered with the Hong Kong-based share registrar
appointed by the Company. All transfers of H shares shall be made using written transfer
documents in the general or common format or any other format acceptable to the board of
directors (including the standard transfer format or transfer form prescribed by the Hong
Kong Stock Exchange from time to time); The transfer document can only be signed by hand
or stamped with a valid company seal (if the transferor or transferee is a company). If the
transferor or transferee is a recognized clearing house (hereinafter referred to as a
“recognized clearing house ”) or its agent as defined by relevant regulations or securities
regulatory rules of the place where the Company’s stock is listed in accordance with Hong
Kong law from time to time, the transfer document may be signed by hand or machine
printing. All transfer documents shall be kept at the Company’s legal address or the address
designated by the board of directors from time to time.
The Company does not accept its own shares as the subject matter of pledge.
A Shares already issued by the Company before the public offering of A Shares shall not
be transferred within 1 year of the date on which the A Shares of the Company are listed on the
stock exchange.
Directors and senior executives of the company shall declare to the company the shares
they hold in the company and any changes thereto. During the term of office as determined
when they assume their posts, the shares transferred each year shall not exceed 25% of the
total shares of the same category they hold in the company. The shares they hold in the
company shall not be transferred within 1 year from the date on which the company’s shares
are listed and traded on the stock exchange. The above-mentioned personnel shall not transfer
the shares they hold in the company within six months after they leave office. If directors or
senior executives leave office before the expiration of their term, they shall continue to
comply with the share reduction ratio requirements stipulated in the Company Law and the
securities regulatory rules of the place where the company’s shares are listed and other
relevant laws and regulations during the term of office as determined when they assumed their
posts and within six months after the expiration of their term.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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If the securities regulatory rules of the place where the company’s shares are listed have
additional provisions on the transfer restrictions of the company’s shares, the relevant parties
shall also comply with such provisions.
Where the Company’s shareholders (exclude a recognized clearing house or its
nominee(s) as defined under the relevant ordinances of Hong Kong as may be in force from
time to time or the securities regulatory rules of the place where the Shares are listed.) who
hold 5% or more of the Company’s shares, directors or senior executives sell the Company’s
shares they hold within six months of the relevant purchase, or purchase any share or other
equity securities they have sold within six months of the relevant sale, the proceeds generated
therefrom shall be incorporated into the profits of the Company, and the Board of Directors of
the Company shall recover the proceeds. However, the following circumstances shall be
excluded where a securities company holds 5% or more of the shares of the Company due to
its purchase of any remaining shares under best efforts underwriting and other circumstances
as stipulated by the securities regulatory authorities of the place where the company’s shares
are listed.
Shares or other securities with the nature of equity held by directors, senior executives
and natural person shareholders as mentioned in the preceding paragraph include shares or
other securities with the nature of equity held by their spouses, parents or children, and held
by them by using other people’s accounts.
If the Board of Directors of the Company fails to comply with the aforesaid provision of
this Article, the shareholders are entitled to request the Board of Directors to do so within 30
days. If the Board of Directors of the Company fails to comply within the aforesaid period, the
shareholders are entitled to initiate litigation directly in the people’s court in their own names
for the interest of the Company. And if the Board of Directors fails to implement the aforesaid
provisions of this Article, the responsible directors shall bear joint and several liability in
accordance with law.
SHAREHOLDERS AND SHAREHOLDERS’ MEETING
Shareholders
The Company shall establish a register of shareholders based on the certificates provided
by the share registrar where the Company’s shares are listed. The register of shareholders shall
be sufficient evidence proving the shareholders’ holding of the Company’s shares. The
original register of holders of H Shares listed in Hong Kong shall be maintained in Hong Kong
and available for inspection by shareholders, whilst the Company may close the register of
members in accordance with the provisions of applicable laws and regulations and the
securities regulatory rules of the place where the Company’s shares are listed. Shareholders
shall enjoy rights and assume obligations according to the class of shares held by him/her.
Shareholders who hold existing shares of the same class shall enjoy equal rights and assume
equal obligations.
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Any shareholder registered in the H-share register or any person requesting to have their
name (or designation) registered in the H-share register may, in the event of the loss of their
share certificate(s), apply to the Company for the replacement of new share certificate(s) in
respect of such shares. If a holder of overseas-listed foreign shares loses their share
certificate(s) and applies for replacement, the matter may be handled in accordance with the
laws of the jurisdiction where the original copy of the overseas-listed foreign share register is
maintained, the rules of the relevant securities exchange, or other applicable regulations.
Shareholders of the Company shall enjoy the following rights:
i. to receive dividends and other forms of distributions in proportion to their
shareholdings;
ii. to legally require to convene, summon, preside over, participate in or authorize
proxies of Shareholders to attend the Shareholders’ Meeting and exercise
corresponding voting rights;
iii. to supervise business operations of the company, and to present proposals or to
raise inquiries;
iv. to transfer, grant or pledge shares in accordance with laws, administrative
regulations, the securities regulatory rules of the place where the Company’s shares
are listed and the provisions of the articles of association;
v. to read and copy the Articles of Association, the register of Shareholders,
Shareholders’ Meeting minutes, resolutions of meetings of the Board of Directors
and financial and accounting reports;
vi. in the event of the winding-up or liquidation of a company, to participate in the
distribution of remaining property of a company in proportion to the number of
shares held;
vii. to require the company to acquire the shares from Shareholders voting against any
resolutions adopted at the Shareholders’ Meeting concerning the merger and
division of the Company;
viii. other rights conferred by laws, administrative regulations, departmental rules, the
securities regulatory rules of the place where the Company’s shares are listed and
the articles of association.
When a shareholder requests to inspect or copy the Company’s relevant materials
mentioned above in the article, he or she shall present evidence to prove the class and amount
of shareholdings in writing. The Company shall comply with the shareholder’s request after
verifying his/her identity.
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A resolution of the Shareholders’ Meeting or the Board of Directors may be declared
void by the people’s court upon application from shareholders if the content contravenes the
laws or administrative regulations. If the convening procedure or voting method of a
Shareholders’ Meeting or the Board of Directors contravenes the laws, administrative
regulations or the Articles of Association, or if the contents of the resolutions of such
meetings contravene the Articles of Association, the shareholders can request the people’s
court to revoke the resolution within 60 days of the resolution. However, this shall not apply if
the convening procedures or voting methods of the Shareholders’ Meeting or board meeting
involve only minor procedural defects and have no material impact on the resolution.
If there is a dispute among the board, shareholders, or other relevant parties regarding
the validity of a Shareholders’ Meeting resolution, the concerned parties shall promptly file a
lawsuit with the People’s Court. Before the People’s Court issues a judgment or ruling to
revoke the resolution, the relevant parties shall implement the resolution. The company,
directors, and senior management shall diligently perform their duties to ensure the normal
operation of the company.
If the People’s Court issues a judgment or ruling on the matter, the company shall
comply with the disclosure obligations in accordance with laws, administrative regulations,
and the securities regulatory rules of the jurisdiction where its shares are listed, fully explain
the impact, and actively cooperate with the execution after the judgment or ruling takes effect.
If correction of prior matters is involved, the company shall promptly address them and fulfill
the corresponding disclosure obligations.
In any of the following circumstances, the resolution of the Shareholders’ Meeting or the
Board of Directors of the company shall be invalid:
i. Failure to convene a Shareholder’s Meeting or Board of Directors’ Meeting to make
a resolution;
ii. The Shareholders’ Meeting and the Board of Directors’ Meeting did not vote on the
resolution matters;
iii. The number of attendees or the number of voting rights held at the meeting does not
reach the number or number of voting rights stipulated in the Company Law or the
Articles of Association;
iv. The number of people or the number of voting rights held who agree to the
resolution does not reach the number or number of voting rights stipulated in the
Company Law or the Articles of Association.
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--- page 472 ---
The shareholders of the Company shall assume the following obligations:
i. to comply with laws, administrative regulations and the Articles of Association;
ii. to pay the share subscription price based on the shares subscribed for by them and
the method of acquiring such shares;
iii. not to return shares unless prescribed otherwise in laws and regulations;
iv. not to abuse shareholders’ rights to infringe upon the interests of the Company or
other shareholders; not to abuse the Company’s status as an independent legal
entity or the limited liability of shareholders to harm the interests of the Company’s
creditors; Any shareholder who abuses shareholders’ rights and causes the
Company or other shareholders to suffer a loss shall be liable for making
compensation in accordance with laws; any shareholder who abuses the status of
the Company as an independent legal entity or the limited liability of shareholders
to evade debts and causes severe harm to the interests of the Company’s creditors
shall assume joint and several liability for the Company’s debts.
v. other obligations imposed by laws, administrative regulations, the securities
regulatory rules of the jurisdiction where the company’s shares are listed and the
Articles of Association.
Controlling Shareholder and De facto Controller
The controlling shareholder and de facto controller of the Company shall exercise their
rights and perform their obligations in accordance with laws, administrative regulations, and
the securities regulatory rules of the jurisdiction where the Company’s shares are listed, and
shall safeguard the Company’s interests.
The controlling shareholder and de facto controller of the Company shall comply with
the following provisions:
i. Exercise shareholder rights in accordance with the law, and shall not abuse
controlling rights or use connected relationships to harm the legitimate rights and
interests of the Company or other shareholders;
ii. Strictly fulfill all public statements and commitments made, and shall not
arbitrarily modify or waive them;
iii. Strictly perform information disclosure obligations in accordance with relevant
regulations, actively cooperate with the Company in information disclosure work,
and promptly inform the Company of any major events that have occurred or are
planned to occur;
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--- page 473 ---
iv. Shall not occupy Company’s funds in any form;
v. Shall not compel, direct, or require the Company and its personnel to provide
illegal or non-compliant guarantees;
vi. Shall not use the Company’s undisclosed material information for personal gain,
disclose any undisclosed material information related to the Company in any form,
or engage in illegal or non-compliant activities such as insider trading, short-swing
trading, or market manipulation;
vii. Shall not harm the legitimate rights and interests of the Company and other
shareholders through non-arm’s length connected transactions, profit distribution,
asset restructuring, external investments, or any other means;
viii. Ensure the Company’s asset integrity, personnel independence, financial
independence, organizational independence, and business independence, and shall
not affect the Company’s independence in any way;
ix. Other provisions stipulated by laws, administrative regulations, the securities
regulatory rules of the jurisdiction where the Company’s shares are listed, and the
Articles of Association.
If the Company’s controlling shareholder or de facto controller does not serve as a
director but de facto manages the Company’s affairs, the provisions of the Articles of
Association regarding directors’ fiduciary duties and duty of diligence shall apply.
If the Company’s controlling shareholder or de facto controller instructs a director or
senior management personnel to engage in conduct that harms the interests of the Company or
its shareholders, such controlling shareholder or de facto controller shall bear joint and
several liability with such director or senior management personnel.
General Requirements of Shareholders’ Meeting
The Shareholders’ Meeting is composed of all shareholders. The Shareholders’ Meeting
is the body of power of the Company which exercises the following functions and powers
according to law:
i. to elect and replace the directors who are not employee representatives and to
decide on the matters relating to the remuneration of directors;
ii. to consider and approve the reports of the Board of Directors;
iii. to consider and approve the Company’s profit distribution plan and plan for
recovery of losses;
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--- page 474 ---
iv. to resolve on the increase or reduction of the Company’s registered capital;
v. to adopt resolutions on the issue of securities or corporate bonds by the Company;
vi. to resolve on the merger, division, dissolution, liquidation or changing the form of
the Company;
vii. to amend the Articles of Association;
viii. to adopt resolutions on the engagement, dismissal or nonreappointment of the
accounting firm engaged to audit the Company’s affairs, and on the determination
of its remuneration;
ix. to consider and approve the guarantees specified in Article 47 of the Articles of
Association;
x. to consider and approve the transaction matters specified in Article 48 of the
Articles of Association;
xi. to consider and approve changes in the use of proceeds;
xii. to consider the equity incentive plans and employee shareholding schemes;
xiii. to consider all transactions where the Company’s percentage ratios calculated in
accordance with 14.07 of the Hong Kong Stock Exchange Listing Rules relating to
percentage ratios are not less than 25% (including one-off transactions and a series
of transactions which require combined percentage ratio calculation) and related
transactions where the percentage ratios are not less than 5% (including one-off
transactions and a series of transactions which require combined percentage ratio
calculation);
xiv. to consider and decide on matters relating to the acquisition of the Company’s
shares that are required to be considered by the shareholders’ meeting pursuant to
applicable laws and regulations, the listing rules of the place where the Shares are
listed and the Articles of Association;
xv. to consider other matters on which decisions shall be made by the Shareholders’
Meeting as required by laws, administrative regulations, departmental rules, and
the securities regulatory rules of the place where the Company’s shares are listed
and the Articles of Association.
The following external guaranteed transactions of the Company shall be submitted to the
Shareholders’ Meeting for approval after being reviewed and passed by the Board of
Directors:
i. Any single guarantee exceeding 10% of the Company’s most recently audited net
assets;
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--- page 475 ---
ii. Any guarantee provided after the aggregate amount of guarantees by the Company
and its controlling subsidiaries exceeds 50% of the Company’s most recently
audited net assets;
iii. Any guarantee provided after the Company’s total external guarantees exceed 30%
of its most recently audited total assets;
iv. Guarantees provided to entities with a debt-to-asset ratio exceeding 70%;
v. Guarantees where the aggregate amount provided by the Company to others within
one year exceeds 30% of the Company’s most recently audited total assets;
vi. Guarantees provided to shareholders, de facto controllers, or their connected
persons;
vii. Other guarantee circumstances stipulated by the securities regulatory rules of the
jurisdiction where the Company’s shares are listed or the Articles of Association.
Other external guarantee matters that do not meet the foregoing thresholds shall be
subject to the approval of the board of directors.
Where any transaction of the Company reaches any of the following thresholds, the
Company shall not only disclose such transaction promptly but also submit it to the
Shareholders’ Meeting for approval:
i. The total assets involved in the transaction account for more than 50% of the
Company’s most recently audited total assets. If both book value and appraised
value exist for the assets involved, the higher value shall be used for calculation;
ii. The net assets involved in the subject matter of the transaction (e.g., equity)
account for more than 50% of the Company’s most recently audited net assets, with
an absolute amount exceeding RMB50 million. If both book value and appraised
value exist for the net assets involved, the higher value shall prevail;
iii. The revenue related to the subject matter of the transaction (e.g., equity) in the most
recent fiscal year accounts for more than 50% of the Company’s audited revenue in
the most recent fiscal year, with an absolute amount exceeding RMB50 million;
iv. The net profit related to the subject matter of the transaction (e.g., equity) in the
most recent fiscal year accounts for more than 50% of the Company’s audited net
profit in the most recent fiscal year, with an absolute amount exceeding RMB5
million;
v. The transaction amount (including assumed liabilities and expenses) accounts for
more than 50% of the Company’s most recently audited net assets, with an absolute
amount exceeding RMB50 million;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 476 ---
vi. The profit generated from the transaction accounts for more than 50% of the
Company’s audited net profit in the most recent fiscal year, with an absolute
amount exceeding RMB5 million.
For any negative values involved in the calculation of the above criteria, their absolute
values shall be taken.
The term transactions in this Article includes the following types of activities occurring
outside the Company’s ordinary course of business: asset purchases; asset sales; external
investments (including entrusted wealth management, investments in subsidiaries, etc.);
provision of financial assistance (including entrusted loans, etc.); provision of guarantees
(including guarantees for controlled subsidiaries, etc.); asset leasing in or out; entrusted or
accepting management of assets and business; donation or acceptance of donated assets; debt
or liability restructuring; transfer or acceptance of R&D projects; licensing agreements;
waiver of rights (including preemptive rights, priority subscription rights, etc.); and other
transactions recognized by the Shenzhen Stock Exchange.
When the shareholders’ meeting considers a proposal on providing a guarantee for a
shareholder, the actual controller and their connected parties, such shareholder or the
shareholders controlled by such actual controller shall not vote on such proposal. Such
resolution shall be adopted by a majority of the voting rights held by the other shareholders
present at the shareholders’ meeting.
The Shareholders’ Meeting are classified into annual Shareholders’ Meeting and interim
Shareholders’ Meeting. The annual Shareholders’ Meeting shall be convened once a year and
be held within 6 months of the end of the previous accounting year.
In any of the following circumstances, the Company shall convene an interim
Shareholders’ Meeting within 2 months from the date upon which the circumstance occurs:
i. when the number of directors falls short of the number specified in the Company
Law or is less than two-thirds of the number specified in the Articles of
Association;
ii. when the unrecovered losses of the Company amount to one-third of the total
paid-up share capital;
iii. when shareholders individually or collectively holding more than 10% of the
Company’s shares request;
iv. when the Board of Directors deems necessary;
v. when proposed by the Audit Committee;
vi. other circumstances stipulated by laws, administrative regulations, departmental
rules, securities regulatory rules of the place where the Company’s shares are listed
or the Articles of Association.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 477 ---
Convening of Shareholders’ Meeting
The Board of Directors shall convene the Shareholders’ Meeting within the prescribed
time limit. Independent directors may propose the convocation of an extraordinary
Shareholders’ Meeting upon approval by a majority of all independent directors. Where
independent directors propose to convene an extraordinary Shareholders’ Meeting, the Board
of Directors shall, within 10 days of receiving such proposal, provide a written response
indicating whether it agrees or disagrees with the proposal, in accordance with the laws,
administrative regulations, securities regulatory rules of the jurisdiction where the Company’s
shares are listed, and the Articles of Association. If the Board agrees to convene the
extraordinary Shareholders’ Meeting, it shall issue a notice of the meeting within 5 days after
the relevant board resolution is passed. If the Board disagrees, it shall state the reasons and
make a public announcement.
The Audit Committee shall have the authority to propose the convening of an
extraordinary Shareholders’ Meeting to the Board of Directors, and such proposal shall be
submitted in writing. The Board of Directors shall, in accordance with laws, administrative
regulations, the securities regulatory rules of the jurisdiction where the Company’s shares are
listed, and the Articles of Association, provide a written response within 10 days of receiving
the proposal, indicating whether it agrees or disagrees with convening the extraordinary
Shareholders’ Meeting. If the Board of Directors agrees to convene the extraordinary
Shareholders’ Meeting, it shall issue the meeting notice within 5 days after the relevant board
resolution is adopted. Any modifications to the original proposal in the notice shall require the
consent of the Audit Committee. If the Board of Directors disagrees with convening the
extraordinary Shareholders’ Meeting, or fails to provide a response within 10 days of
receiving the proposal, it shall be deemed that the Board of Directors is unable or unwilling to
perform its duty to convene the Shareholders’ Meeting. In such case, the Audit Committee
may convene and preside over the meeting on its own authority.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 478 ---
Shareholders individually or jointly holding 10% or more of the Company’s shares shall
have the right to request the Board of Directors to convene an extraordinary Shareholders’
Meeting, and such request shall be submitted in writing. The Board of Directors shall, in
accordance with laws, administrative regulations, the securities regulatory rules of the
jurisdiction where the Company’s shares are listed, and the Articles of Association, provide a
written response within 10 days of receiving the request, indicating whether it agrees or
disagrees with convening the extraordinary Shareholders’ Meeting. If the Board of Directors
agrees to convene the extraordinary Shareholders’ Meeting, it shall issue the meeting notice
within 5 days after the relevant board resolution is adopted. Any modifications to the original
request in the notice shall require the consent of the relevant shareholders. If the Board of
Directors disagrees with convening the extraordinary Shareholders’ Meeting, or fails to
provide a response within 10 days of receiving the request, the shareholders individually or
jointly holding 10% or more of the Company’s shares shall have the right to propose the
convening of an extraordinary Shareholders’ Meeting to the Audit Committee, and such
request shall be submitted in writing. The Audit Committee shall, in accordance with
applicable laws and regulations, the securities regulatory rules of the place where the Shares
are listed and these Articles of Association, give a written response as to whether to convene
an extraordinary general meeting within 10 days from the date of receipt of the request. If the
Audit Committee agrees to convene an extraordinary general meeting, it shall give notice of
the general meeting within 5 days from the date of receipt of the request. Any amendment to
the original request contained in the notice shall be subject to the consent of the relevant
shareholders. If the Audit Committee does not agree to convene an extraordinary general
meeting, or fails to give a response within 10 days from the date of receipt of the request, the
Audit Committee shall be deemed not to convene and preside over the general meeting.
Shareholders who individually or jointly hold 10% or more of the Shares for 90 consecutive
days or more may convene and preside over the general meeting themselves.
Where the Audit Committee or shareholders decide to convene a Shareholders’ Meeting
on their own authority, they shall provide written notice to the Board of Directors and
complete all required reporting (filing) or disclosure procedures in accordance with the
securities regulatory rules of the jurisdiction where the Company’s shares are listed and the
requirements of the stock exchange. The Audit Committee or convening shareholders shall
submit relevant supporting documents to the stock exchange when issuing the Shareholders’
Meeting notice and announcing the meeting resolutions, as required by the securities
regulatory rules of the jurisdiction where the Company’s shares are listed and the stock
exchange’s regulations. Prior to the announcement of the Shareholders’ Meeting resolutions,
the shareholding percentage of the convening shareholders shall not fall below 10% of the
Company’s total share capital. The convening shareholders shall undertake not to reduce their
shareholdings in the Company from the date of proposing the Shareholders’ Meeting to the
date of the meeting, and shall disclose such undertaking no later than when issuing the
Shareholders’ Meeting notice.
The Board of Directors and the secretary to the Board of Directors should cooperate with
the Audit Committee or shareholders to convene Shareholders’ Meeting on their own. The
Board of Directors shall provide the register of shareholders on the record date of equity
interests.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 479 ---
Proposals and Notices of Shareholders’ Meeting
The contents of a proposal of the Shareholders’ Meeting shall be within the scope of the
duties and powers of the Shareholders’ Meeting, have definite themes and specific matters for
resolutions, as well as be in compliance with laws, administrative regulations, securities
regulatory rules of the place where the Company’s shares are listed, and the relevant
requirements set forth in the Articles of Association.
For Shareholders’ Meeting convened by the Company, the Board of Directors, the Audit
Committee, and shareholders individually or jointly holding 1% or more of the Company’s
shares shall have the right to submit proposals to the Company. Subject to the provisions of
the Listing Rules of the Stock Exchange of Hong Kong Limited, shareholders holding
individually or jointly 1% or more of the shares of the Company may propose an extraordinary
proposal and submit the same in writing to the convener 10 days prior to the holding of the
shareholders’ meeting. An extraordinary proposal shall contain a clear agenda and specific
resolution matters. The convener shall issue a supplementary notice of the shareholders’
meeting within two days upon receipt of the proposal, announce the content of the
extraordinary proposal and submit the extraordinary proposal to the shareholders’ meeting for
consideration, provided that the extraordinary proposal does not violate the provisions of
laws, administrative regulations, the Listing Rules of the Stock Exchange of Hong Kong
Limited, other securities regulatory rules of the place where the Shares are listed or the
Articles of Association, or fall outside the scope of the powers and functions of the
shareholders’ meeting. If the shareholders’ meeting is required to be adjourned pursuant to
the securities regulatory rules of the place where the Shares are listed due to the issuance of a
supplementary notice of the shareholders’ meeting, the holding of the shareholders’ meeting
shall be adjourned in accordance with the provisions of the securities regulatory rules of the
place where the Shares are listed. Save for the circumstances specified in the preceding
paragraph or to the extent required to comply with the Listing Rules of the Stock Exchange of
Hong Kong Limited, after issuing the announcement of the notice of the shareholders’
meeting, the convener shall not amend the proposals already set out in the notice of the
shareholders’ meeting or add new proposals. The shareholders’ meeting shall not vote on or
adopt resolutions in respect of any proposal not set out in the notice of the shareholders’
meeting or not in compliance with the provisions of the Articles of Association. If the
shareholders’ meeting is required to be adjourned pursuant to the securities regulatory rules of
the place where the Shares are listed due to the issuance of a supplementary notice of the
shareholders’ meeting, the holding of the shareholders’ meeting shall be adjourned in
accordance with the provisions of the securities regulatory rules of the place where the Shares
are listed.
The convener shall notify all shareholders of an annual Shareholders’ Meeting by way of
announcement at least 21 days prior to the meeting date, and of an extraordinary
Shareholders’ Meeting by way of announcement at least 15 days prior to the meeting date. The
calculation of the aforementioned notice periods shall exclude the meeting date itself.
Notice of a shareholders’ meeting shall be given in writing and shall include the
following:
i. The convener of the meeting;
ii. The time, venue, format and duration of the meeting;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 480 ---
iii. Matters and proposals to be considered at the meeting;
iv. A prominent statement indicating that all shareholders are entitled to attend the
meeting and may appoint a proxy in writing to attend and vote on their behalf, and
that such proxy need not be a shareholder of the Company;
v. The record date for determining shareholders entitled to attend the meeting;
vi. The name and telephone number of the standing contact person for the meeting;
vii. The voting time and procedures for online or other voting methods;
viii. specify the time and place for the delivery of the proxy form for voting at the
meeting;
ix. such other information as required to be included under applicable laws,
administrative regulations, the securities regulatory rules of the place where the
Shares are listed and the Articles of Association.
The notice and the supplementary notice, if any, of the Shareholders’ Meeting shall fully
and completely disclose the contents of all proposals.
Holding of Shareholders’ Meeting
In accordance with the securities regulatory rules of the jurisdiction where the
Company’s shares are listed, all shareholders or their proxies who are duly registered on the
record date shall have the right to attend the Shareholders’ Meeting and, subject to applicable
laws, regulations and the Articles of Association, to speak and exercise voting rights at the
meeting (unless any shareholder is required under the securities regulatory rules of the listing
jurisdiction to abstain from voting on specific matters). Shareholders may attend the
Shareholders’ Meeting in person or appoint a proxy to attend and vote on their behalf. The
proxy need not be a shareholder of the Company. Who is required to abstain from voting on
particular matters pursuant to the Listing Rules of the Stock Exchange of Hong Kong Limited.
The proxy of such shareholder may, in accordance with the instructions of such shareholder,
exercise the following rights: i. the right to speak at the shareholders’ meeting on behalf of
such shareholder; ii. the right to demand a vote by poll, either individually or jointly with
other shareholders; iii. subject to the provisions of relevant laws, administrative regulations,
the securities regulatory rules of the place where the Shares are listed and other securities laws
and regulations (if any), the right to exercise voting rights by a show of hands or by poll.
An individual shareholder who attends the meeting in person shall produce his/her own
identification card or other valid documents or proof evidencing his/her identity and stock
account cards. If a shareholder appoints a proxy to attend the meeting on his/her behalf, such
proxy shall produce his/her own valid proof of identity and the power of attorney from the
shareholder. Where the shareholder is a recognized clearing house or its nominee, it may
authorize its corporate representative or one or more persons it deems appropriate to act as
proxy at any meeting.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 481 ---
A legal person (or other organizations) shareholder shall attend the meeting by its legal
representative or proxy appointed by the legal representative. Where the legal representative
attends the meeting, he/she shall produce his/her own identification card and valid certificates
evidencing his/her capacity as the legal representative. Where a proxy is appointed to attend
the meeting, he/she shall produce his/her own identification card and the written power of
attorney issued by the legal representative of the legal person (or other organizations)
shareholder according to law (except for recognized clearing houses and their proxies). The
appointment of such representative shall be deemed as personal attendance.
A power of attorney for appointing a proxy to attend a Shareholders’ Meeting shall
specify the following contents:
i. The name of the entrusting party and the class and quantity of the Company’s
shares held;
ii. The name of the proxy;
iii. Specific voting instructions from the shareholder, including directions to vote
“For,” “Against,” or “Abstain” on each proposed resolution listed in the meeting
agenda;
iv. The issuance date and validity period of the power of attorney;
v. The signature (or seal) of the entrusting party. If the entrusting party is an
institutional shareholder (legal person or other organization), the power of attorney
shall bear the official seal of the institution or be signed by a duly authorized
representative.
The power of attorney shall indicate whether the proxy can vote as he/she thinks fit or
not if the shareholder does not make specific instructions.
Where a shareholder authorizes another person to sign the proxy voting authorization on
their behalf, the authorization document or other power of attorney for such signing shall be
notarized. Both the notarized authorization document and the voting proxy form shall be
deposited at the Company’s registered office or such other place as specified in the notice
convening the meeting. For corporate shareholders, attendance at the Company’s
Shareholders’ Meeting shall be by the legal representative or a person authorized by
resolution of the board of directors or other governing body.
The voting proxy form shall be deposited at the Company’s registered office or such
other place as specified in the notice convening the meeting no later than twenty-four hours
prior to the commencement of the relevant meeting for which the proxy is given or
twenty-four hours before the designated voting time, whichever is applicable. Where the
voting proxy form is signed by a person authorized by the shareholder, the authorization
document or other power of attorney for such signing shall be notarized, and such notarized
authorization document shall be deposited together with the voting proxy form at the
Company’s registered office or such other place as specified in the notice convening the
meeting.
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--- page 482 ---
Where the shareholder is a recognized clearing house (or its nominee), it may authorize
one or more persons it deems appropriate to act as its representative at any Shareholders’
Meeting or creditors’ meeting. If more than one person is authorized, the authorization
document shall specify the number and class of shares to which each authorized person’s
authorization relates, and the authorization document shall be signed by an authorized
signatory of the recognized clearing house. Any person so authorized may exercise the rights
of the recognized clearing house (or its nominee) (without the need to produce evidence of
shareholding, notarized authorization and/or further evidence of due authorization) and shall
enjoy the same statutory rights as other shareholders, including the right to speak and vote, as
if such person were an individual shareholder of the Company.
Where the Shareholders’ Meeting requires the attendance of directors or senior
management personnel, such directors and senior management personnel shall attend and
respond to shareholders’ inquiries. Subject to compliance with the securities regulatory rules
of the jurisdiction where the Company’s shares are listed, such persons may attend or
participate in the meeting through internet, video conferencing, telephone connections or
other methods of equivalent effect.
The Shareholders’ Meeting shall be presided over by the Chairman of the Board. If the
Chairman is unable or fails to perform such duty, a Director nominated by a majority of the
Directors shall preside. A Shareholders’ Meeting convened by the Audit Committee shall be
presided over by the convener of the Audit Committee. If the convener is unable or fails to
perform such duty, a member of the Audit Committee nominated by a majority of its members
shall preside. A Shareholders’ Meeting convened by shareholders shall be presided over by
the convener or a representative nominated by the convener. If the presiding person violates
the rules of procedure during a Shareholders’ Meeting to the extent that the meeting cannot
continue, the Shareholders’ Meeting may, with the approval of shareholders holding a
majority of the voting rights present at the meeting, elect another person to preside and
continue the meeting.
Voting at Shareholders’ Meeting
The resolutions of the Shareholders’ Meeting shall be divided into ordinary resolutions
and special resolutions. An ordinary resolution of the Shareholders’ Meeting shall be adopted
by more than half of the votes held by the shareholders (including proxies of shareholders)
attending the Shareholders’ Meeting. A special resolution of the Shareholders’ Meeting shall
be adopted by two-thirds or more of the votes held by the shareholders (including proxies of
shareholders) attending the Shareholders’ Meeting.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-17 –


--- page 483 ---
The following matters shall be approved by the Shareholders’ Meeting through ordinary
resolutions:
i. work report of the Board of Directors;
ii. the profit distribution plans and loss recovery plans drafted by the Board of
Directors;
iii. appointment or dismissal of the members of the Board of Directors and their
payment and payment methods;
iv. other matters other than those approved by special resolution stipulated in the laws,
administrative regulations, securities regulatory rules of the place where the
Company’s shares are listed and the Articles of Association.
The following matters shall be approved by special resolution at the Shareholders’
Meeting:
i. the increase or reduction of the registered capital of the Company;
ii. division, spin-off, merger, dissolution and liquidation (including voluntary
winding-up) of the Company;
iii. amendments to the Articles of Association;
iv. purchase or sale of material assets, or provision of guarantees to others, by the
Company within one year exceeding 30% of the Company’s most recently audited
total assets;
v. share incentive plans;
vi. other matters required by laws, administrative regulations, the securities regulatory
rules of the jurisdiction where the Company’s shares are listed, or the Articles of
Association to be passed by special resolution, as well as matters which the
Shareholders’ Meeting determines by ordinary resolution would have material
impact on the Company and therefore require special resolution approval.
Where the Company’s shares are divided into different classes at any time, any proposed
variation or abrogation of the rights attached to any class of shares shall be subject to approval
by special resolution of the affected class shareholders at a separately convened class meeting.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-18 –


--- page 484 ---
Shareholders (including proxies) may exercise their voting rights by the number of
shares held by them which carry the right to vote. Each share shall have one vote. When
voting, shareholders (including shareholder proxies) holding two or more votes are not
required to cast all their votes uniformly as “for,” “against,” or “abstain.”
When material issues affecting the interests of minority shareholders are considered at a
Shareholders’ Meeting, the votes of minority shareholders shall be counted separately. The
separate votes counting results shall be disclosed publicly in a timely manner.
The shares of the Company which are 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 attending a Shareholders’ Meeting.
If a shareholder purchases shares with voting rights of the Company in violation of
paragraph 1 and paragraph 2 of Article 63 of the Securities Law, such shares in excess of the
prescribed proportion shall not be allowed to exercise voting rights for a period of thirty-six
months after the purchase and shall not be counted in the total number of shares with voting
rights present at the Shareholders’ Meeting.
According to applicable laws and regulations and the Listing Rules, if any shareholder is
required to abstain from voting on certain resolution or is restricted to voting only for or
against certain resolution, any votes cast by the shareholder or proxy in violation of the
relevant requirements or restrictions shall not be counted in the total number of shares with
voting rights.
The Board of Directors, independent directors, shareholders of the Company holding 1%
or more of the voting shares of the Company or investor protection institutions established
pursuant to laws, administrative regulations or the rules of the securities regulatory authorities
of the place where the Company’s shares are listed, may publicly solicit voting rights from
shareholders. When soliciting voting rights from shareholders, the specific voting intention
and other information shall be fully disclosed to the solicitation targets. The solicitation of
voting rights from shareholders with the provision of direct or indirect compensation shall be
prohibited. The Company may not impose any minimum shareholding requirement for the
solicitation of voting rights, except for statutory conditions.
When relevant related transaction is considered at a Shareholders’ Meeting, the related
shareholders shall not vote, and the voting shares held by them shall not be counted in the total
number of shares with valid voting rights; the announcement of the resolutions of the
Shareholders’ Meeting shall fully disclose the voting of non-related shareholders.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-19 –


--- page 485 ---
DIRECTORS AND BOARD OF DIRECTORS
Directors
Directors include executive directors, non-executive directors, and independent
directors. A non-executive director refers to a director who does not hold any management
position in the company, while an independent director refers to a person who meets the
requirements set forth in Section 3 of Chapter V of the Articles of Association (consistent with
the meaning of “independent non-executive director” under the Hong Kong Stock Exchange
Listing Rules). Company directors must be natural persons and shall meet the qualifications
required by laws, administrative regulations, departmental rules, and the securities regulatory
rules of the jurisdiction where the company’s shares are listed.
A person shall not serve as a director of the company under any of the following
circumstances:
i. Being legally incapacitated or having limited capacity for civil conduct;
ii. Having been sentenced to criminal penalties for corruption, bribery, embezzlement,
misappropriation of property, or disrupting the socialist market economic order, or
having been deprived of political rights due to a criminal offense, where less than
five years have passed since the completion of the sentence (or, in the case of a
suspended sentence, less than two years have passed since the probation period
ended);
iii. Having served as a director, factory head, or manager of a company or enterprise
that underwent bankruptcy liquidation, where such person bears personal
responsibility for the bankruptcy, and less than three years have passed since the
completion of the bankruptcy liquidation;
iv. Having served as the legal representative of a company or enterprise that had its
business license revoked or was ordered to close due to legal violations, where such
person bears personal responsibility, and less than three years have passed since the
revocation or closure;
v. Being listed as a discredited person subject to enforcement by a court due to failure
to repay significant personal debts when due;
vi. Being subject to a securities market entry ban imposed by the China Securities
Regulatory Commission or other regulatory authorities, where the ban has not yet
expired;
vii. Being publicly deemed unfit by a stock exchange to serve as a director or senior
executive of a listed company, where the restriction has not yet expired;
viii. Other circumstances under laws, administrative regulations, departmental rules, or
securities regulatory rules of the jurisdiction where the Company’s shares are listed
that disqualify a person from serving as a director.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-20 –


--- page 486 ---
Any election, appointment, or hiring of a director in violation of this Article shall be
void. If a director falls under any of the above circumstances during their tenure, the company
shall remove them from office and terminate their duties.
Directors (referring to non-employee directors) shall be elected or replaced by the
Shareholders’ Meeting and may be removed from office by the Shareholders’ Meeting before
their term expires. The board of directors shall include one employee representative director,
who shall be directly elected by the company’s employees through an employee representative
assembly, general employee meeting, or other democratic means, and shall not require
approval by the Shareholders’ Meeting. The term of office for directors is three years, and
directors may be re-elected upon expiration of their term in accordance with the securities
regulatory rules of the place where the Shares are listed.
The term of office for directors shall be calculated from the date of their assumption of
office until the end of the current board’s term. If a director’s term expires but no successor is
elected in a timely manner, the incumbent director shall continue to perform their duties in
accordance with laws, administrative regulations, departmental rules, and the Articles of
Association until the newly elected director assumes office.
A director may concurrently serve as a senior executive, provided that the number of
directors holding concurrent senior management positions shall not exceed half of the total
number of directors on the board.
Subject to compliance with applicable laws, regulations, and securities regulatory rules
in the jurisdiction where the company’s shares are listed, shareholders shall have the right to
remove any director (including a managing director or other executive director) before the
expiration of their term by passing an ordinary resolution at a Shareholders’ Meeting;
provided, however, that such removal shall not affect the director’s right to claim damages
under any contract.
A director appointed by the board to fill a casual vacancy or as an additional board
member shall hold office from the date of appointment until the next annual meeting of
shareholders, at which time they shall be eligible for re-election.
A director may resign before the expiration of their term by submitting a written
resignation notice to the company. The resignation shall take effect on the date the company
receives the notice, and the company shall disclose the relevant details within two trading days
or within the period required by the securities regulatory rules of the jurisdiction where the
company’s shares are listed.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-21 –


--- page 487 ---
If the resignation of a director results in the number of members of the Board of
Directors falling below the statutory minimum number, or the resignation of an independent
non-executive director results in the number of independent non-executive Directors being
less than one-third of the Board members, or there is no independent non-executive Director
with appropriate professional qualifications or appropriate accounting or related financial
management expertise, or there is no independent non-executive Director who is ordinarily
resident in Hong Kong, the resigning director shall continue to perform his or her duties as a
director in accordance with the provisions of applicable laws, administrative regulations,
departmental rules, the securities regulatory rules of the place where the Shares are listed and
the Articles of Association until a new director is appointed to fill the vacancy.
Board of Directors
The Company shall establish a Board of Directors, which shall be accountable to the
Shareholders’ Meeting. The Board shall consist of no fewer than seven (7) Directors,
including: No fewer than three (3) Executive Directors (including the Employee
Representative Director); No fewer than one (1) Non-Executive Director; No fewer than three
(3) Independent Directors, who shall constitute at least one-third of the total Board
membership. The Board shall have one (1) Chairman.
The Board of Directors shall exercise the following authorities and responsibilities:
i. Convening Shareholders’ Meeting and reporting work to Shareholders’ Meeting;
ii. Implementing resolutions adopted by Shareholders’ Meeting;
iii. Determining the company’s business plans and investment schemes;
iv. Formulating the company’s profit distribution plans and loss recovery plans;
v. Developing plans for increasing or reducing registered capital, issuing bonds or
other securities, and listing arrangements;
vi. subject to compliance with the securities regulatory rules of the place where the
Shares are listed, formulate proposals for material acquisition, acquisition of the
Company’s own shares, or merger, division, dissolution and change of the form of
the Company;
vii. Determining the establishment of the company’s internal management structure;
viii. Appointing or dismissing the company’s general manager, board secretary and
other senior management personnel, determining their compensation and
incentive/disciplinary matters; and appointing or dismissing deputy general
managers, financial officers and other senior executives based on the general
manager’s nomination, while determining their compensation and
incentive/disciplinary matters;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-22 –


--- page 488 ---
ix. Establishing the company’s fundamental management systems;
x. Subject to compliance with the securities regulatory rules of the place where the
Shares are listed and within the scope of authorization granted by the shareholders’
meeting, decide on matters including the Company’s external investments,
acquisition and disposal of assets, asset mortgages, external guarantees, entrusted
financial management, connected transactions, external donations and other
matters;
xi. Formulating amendments to the Articles of Association;
xii. Managing the company’s information disclosure matters;
xiii. Proposing to Shareholders’ Meeting the appointment or replacement of auditing
accounting firms;
xiv. Reviewing work reports from the general manager and supervising the general
manager’s performance;
xv. Other authorities granted by laws, administrative regulations, departmental rules,
securities regulations of the company’s listing jurisdiction, or the Articles of
Association.
The Board of Directors shall determine the scope of authorities in respect of external
investments, acquisition and sale of assets, asset mortgage, external guarantees, entrusted
financial management, related transactions, and external donations, and establish strict review
and decision-making procedures; major investment projects should be reviewed by relevant
experts and professionals, and subject to shareholders’ approval at the Shareholders’ Meeting.
A meeting of the Board of Directors shall be held in the presence of more than half of the
directors. Resolutions of the Board of Directors must be passed by more than half of all
directors. V oting on Board of Directors resolutions shall be made on a one-person-one-vote
basis.
Where a director has an affiliated relationship with any enterprise or individual involved
in matters subject to a board resolution, such director shall promptly submit a written
explanation to the board of directors. The affiliated director shall neither vote on such matter
nor exercise voting rights as proxy for other directors. Such board meeting shall be valid only
if attended by a majority of non-affiliated directors, and the relevant resolution shall require
approval by a majority of non-affiliated directors. If fewer than three non-affiliated directors
are present at the meeting, the matter shall be submitted to the Shareholders’ Meeting for
deliberation. Where laws and regulations or securities regulatory rules in the company’s
listing jurisdiction impose stricter requirements regarding directors’ participation and voting,
such provisions shall prevail.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-23 –


--- page 489 ---
Independent Directors
Independent directors shall diligently perform their duties in accordance with laws,
administrative regulations, securities regulatory authority, the securities regulatory rules of
the stock exchange where the company is listed, and the provisions of the Articles of
Association. They shall play a role in decision-making, oversight, checks and balances, and
professional consultation within the Board of Directors, safeguarding the overall interests of
the company and protecting the legitimate rights and interests of minority shareholders.
The number of independent directors shall not be fewer than three and shall constitute no
less than one-third of the total number of directors. Among them, at least one independent
director must possess appropriate professional qualifications as required by the securities
regulatory rules of the stock exchange where the company is listed or have expertise in
accounting or related financial management. One independent director shall ordinarily reside
in Hong Kong. All independent directors must meet the independence requirements stipulated
by the securities regulatory rules of the stock exchange where the company is listed.
Independent directors must maintain independence. The following individuals shall not
serve as independent directors:
i. Persons working for the company or its subsidiaries, as well as their spouses,
parents, children, or close social relations;
ii. Natural person shareholders who directly or indirectly hold more than 1% of the
company’s issued shares or are among the top ten shareholders, as well as their
spouses, parents, or children;
iii. Persons working for shareholders who directly or indirectly hold more than 5% of
the company’s issued shares or for the company’s top five shareholders, as well as
their spouses, parents, or children;
iv. Persons working for subsidiaries of the company’s controlling shareholder or
actual controller, as well as their spouses, parents, or children;
v. Persons who have significant business dealings with the company, its controlling
shareholder, actual controller, or their respective subsidiaries, or who work for
entities (or their controlling shareholders or actual controllers) that have significant
business dealings with the company;
vi. Persons who provide financial, legal, consulting, sponsorship, or other services to
the company, its controlling shareholder, actual controller, or their respective
subsidiaries, including but not limited to all members of the project team, reviewers
at all levels, signatories, partners, directors, senior management, and key personnel
of the intermediary institutions providing such services;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-24 –


--- page 490 ---
vii. Persons who, within the past 12 months, fell under any of the circumstances listed
in items (1) to (6) above;
viii. Persons who meet any of the conditions set out in Rules 3.13(1) to (8) of the Hong
Kong Stock Exchange Listing Rules;
ix. Other persons deemed non-independent under laws, administrative regulations, the
securities regulatory rules of the stock exchange where the company is listed, or the
Articles of Association.
For the purposes of items (iv) to (vi) above, subsidiaries of the company’s controlling
shareholder or de facto controller shall not include enterprises controlled by the same
state-owned assets regulatory authority as the company, provided that such enterprises are not
deemed related parties under relevant regulations.
Independent directors shall conduct an annual self-assessment of their independence and
submit the results to the Board of Directors. The Board shall annually evaluate the
independence of incumbent independent directors, issue a specific opinion, and disclose it
together with the annual report.
An individual serving as an independent director of the Company shall satisfy the
following requirements:
i. Possess the qualifications for serving as a company director in accordance with
laws, administrative regulations, securities regulatory authority, securities
regulatory rules of the Company’s listing jurisdiction, and other relevant
provisions;
ii. Meet the independence requirements stipulated in the Articles of Association;
iii. Have fundamental knowledge of listed company operations and be familiar with
relevant laws, regulations and rules;
iv. Possess no less than five years of professional experience in law, accounting,
economics or other fields necessary for performing independent director duties;
v. Maintain good personal integrity without any record of serious dishonesty or other
misconduct;
vi. Satisfy other conditions stipulated by laws, administrative regulations, securities
regulatory rules of the Company’s listing jurisdiction and the Articles of
Association.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-25 –


--- page 491 ---
The Company shall establish a special meeting mechanism composed exclusively of
independent directors. For matters requiring board review such as connected transactions,
prior approval shall be obtained from the special meeting of independent directors. The
Company shall convene special meetings of independent directors periodically or as needed.
Matters specified in Items (i) through (iii) of the first paragraph of Article 136 and those listed
in Article 137 of the Articles of Association shall be subject to deliberation at the special
meetings of independent directors. The special meetings of independent directors may discuss
and review other Company matters as necessary. A special meeting of independent directors
shall be convened and chaired by one independent director jointly nominated by a majority of
independent directors. If the convener fails or is unable to perform their duties, two or more
independent directors may convene the meeting and nominate a representative to chair it.
Special meetings of independent directors shall maintain meeting minutes in accordance with
regulations, and the opinions of independent directors shall be recorded therein. Independent
directors shall sign and confirm the meeting minutes. The Company shall provide necessary
facilities and support for the convening of special meetings of independent directors.
Board Special Committee
The Board shall establish an Audit Committee, a Remuneration and Appraisal
Committee, a Nomination Committee, and a Strategy and ESG Committee. Each committee
shall have an odd number of members, with no fewer than three. These special committees are
responsible to the Board and shall perform their duties in accordance with the Company’s
Articles of Association and the Board’s authorization. Proposals from these committees shall
be submitted to the Board for review and approval. All members of the special committees
shall be directors. Among them, independent directors shall constitute the majority and serve
as conveners in the Audit Committee, Nomination Committee, and Remuneration and
Appraisal Committee. The convener of the Audit Committee shall be a person with
appropriate professional qualifications, or appropriate accounting or related financial
management expertise, as required under the securities regulatory rules of the place where the
Shares are listed.
The Board Audit Committee shall exercise the powers and functions of a supervisory
board as prescribed under the Company Law. The Audit Committee shall consist of three
members, all of whom shall be directors not serving as senior management of the Company
and shall be non-executive directors, including two independent directors. At least one
member shall be an independent non-executive director with appropriate professional
qualifications, or appropriate accounting or related financial management expertise, as
required under the securities regulatory rules of the place where the Shares are listed.
The Audit Committee shall hold meetings at least once every quarter. An interim meeting
may be convened upon the request of two or more members or when the convener deems it
necessary. A meeting of the Audit Committee shall only be valid if at least two-thirds of its
members are present. Resolutions of the Audit Committee shall be passed by an affirmative
vote of a majority of its members. Each member of the Audit Committee shall have one vote in
decision-making. The Audit Committee shall prepare meeting minutes in accordance with
applicable requirements, and all attending members shall sign the minutes. The working
procedures of the Audit Committee shall be formulated by the Board of Directors.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-26 –


--- page 492 ---
SENIOR MANAGEMENT
The Company shall have one General Manager, who shall be appointed or dismissed by
the Board of Directors. The Company may have several Deputy General Managers, who shall
also be appointed or dismissed by the Board of Directors. The General Manager, Deputy
General Managers, Chief Financial Officer, and Company Secretary shall constitute the
Senior Management of the Company.
The provisions of the Articles of Association regarding disqualifications for directors
and departure management systems shall apply equally to Senior Management. The provisions
concerning directors’ fiduciary duties and duty of care shall likewise apply to Senior
Management.
The general manager shall serve a term of three years and may serve consecutive terms if
re-employed.
The general manager shall be accountable to the Board of Directors and exercise the
following functions and powers:
i. to lead the Company’s production, operation and management, organize the
implementation of the resolutions of the Board of Directors, and report to the Board
of Directors;
ii. to organize the implementation of the Company’s annual operation plan and
investment proposal;
iii. to prepare the plan for the establishment of the Company’s internal management
department;
iv. to prepare the basic management system of the Company;
v. to formulate the specific rules and regulations of the Company;
vi. to propose to the Board of Directors the appointment or dismissal of the Company’s
deputy general manager and financial officer;
vii. to decide on the appointment or dismissal of management personnel other than
those required to be appointed or dismissed by the Board of Directors;
viii. other powers authorized by the Articles of Association or the Board of Directors.
The Company shall have a Secretary to the Board of Directors, who is responsible for
preparing the Shareholders’ Meeting and the Board of Directors, keeping documents,
managing the materials regarding the shareholders of the Company, and dealing with
information disclosure and other matters.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-27 –


--- page 493 ---
FINANCIAL AND ACCOUNTING SYSTEMS, DISTRIBUTION OF PROFITS AND
AUDIT
Financial and Accounting System
The Company shall develop its financial and accounting systems pursuant to laws,
administrative regulations and the requirements of the competent authorities of China, and the
securities regulatory rules of the place where the Company’s shares are listed.
The Company shall submit and disclose its annual report to the local office of the CSRC
and the stock exchange where the Company’s shares are listed within four months from the
end of each fiscal year, and its interim report within two months from the end of the first half
of each fiscal year. If the securities regulatory authority in the listing jurisdiction has different
requirements, such requirements shall prevail. The aforementioned financial and accounting
reports shall be prepared in accordance with the relevant laws, administrative regulations, and
the securities regulatory rules of the listing jurisdiction.
The Company shall not keep accounts other than those provided by law. Any fund of the
Company shall not be kept under any account opened in the name of any individual.
When distributing after-tax profits, the Company shall allocate 10% of the profits to the
statutory reserve fund. Such allocation may cease when the accumulated statutory reserve
fund exceeds 50% of the Company’s registered capital. If the statutory reserve fund is
insufficient to cover accumulated losses from previous years, the Company shall first use
current-year profits to offset such losses before making any statutory reserve allocations
under the preceding paragraph. After allocating the statutory reserve fund from after-tax
profits, the Company may, by resolution of the Shareholders’ Meeting, further allocate funds
to a discretionary reserve fund from the remaining after-tax profits. After covering losses and
allocating reserve funds, the remaining after-tax profits shall be distributed to shareholders in
proportion to their shareholdings, unless otherwise provided by laws and regulations, the
listing rules of the place where the Company’s securities are listed, or the Articles of
Association. If the Shareholders’ Meeting approves any profit distribution in violation of the
Company Law, shareholders must return the unlawfully distributed amounts to the Company.
Shareholders and liable directors/senior management shall compensate for any losses caused
to the Company. The Company’s treasury shares shall not participate in profit distributions.
The Company shall appoint one or more receiving agents in Hong Kong for H-shareholders.
Such agents shall collect and hold dividends/distributions payable to H-shareholders; and
remit such payments to the respective H-shareholders. All appointed agents must comply with
applicable laws and listing jurisdiction regulations.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-28 –


--- page 494 ---
The Company’s reserve funds shall be used to cover losses, expand production and
operations, or increase registered capital through conversion. When covering losses, the
Company shall first utilize the discretionary reserve fund and statutory reserve fund. If these
prove insufficient, the capital reserve fund may be used in accordance with applicable
regulations. If losses persist after applying these measures, the Company may reduce its
registered capital to cover the remaining losses, provided that no distributions shall be made
to shareholders during such reduction and shareholders’ capital contribution obligations shall
remain in full force. Capital reductions under this Article shall be exempt from Article 187 (2)
of these Articles but require public announcement within 30 days from the shareholders’
resolution on CSRC-designated media, the National Enterprise Credit Information Publicity
System, the Shenzhen Stock Exchange website, and the HKEX NEWS website
(https://www.hkexnews.hk). Following such capital reduction, the Company shall not
distribute profits until the aggregate amount of statutory and discretionary reserves reaches
50% of the registered capital. When converting statutory reserve to capital, the retained
portion shall not be less than 25% of the pre-conversion registered capital.
The Company shall implement an active and sustainable dividend policy that balances
investor returns with long-term growth. Dividends may be distributed in cash, shares, or a
combination thereof, with cash dividends being the preferred method. The Company generally
distributes dividends annually but may also issue interim cash or stock dividends when
appropriate.
The distribution of dividends (or shares) shall be completed within two months from the
relevant profit distribution plan is approved by the Shareholders’ Meeting, or after the Board
of Directors formulates a specific interim dividend plan in accordance with the conditions and
limits approved by the annual meeting for the following year. However, if applicable laws and
regulations or the securities rules of the Company’s listing jurisdiction prevent compliance
with this two-month requirement, the implementation schedule may be adjusted accordingly
based on such regulations and actual circumstances.
Internal Audit
The Company shall implement a comprehensive internal audit system that clearly
defines the leadership structure, responsibilities and authorities, staffing arrangements,
funding mechanisms, utilization of audit findings, and accountability procedures. The internal
audit system shall be implemented upon approval by the Board of Directors and shall be
publicly disclosed.
The Company’s internal audit department shall conduct independent supervision and
inspection of the Company’s business operations, risk management, internal controls,
financial information, and other relevant matters.
The internal audit department shall be responsible to the Board of Directors. In
conducting its oversight of business operations, risk management, internal controls, and
financial information, the internal audit department shall operate under the supervision and
guidance of the Audit Committee.
The internal audit department must immediately report any material issues or significant
findings directly to the Audit Committee upon discovery.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-29 –


--- page 495 ---
Appointment of an Accounting Firm
The Company shall appoint an accounting firm (referred to as “auditor” under the Hong
Kong Stock Exchange Listing Rules) that complies with the laws, regulations and securities
rules of the Company’s listing jurisdiction to conduct financial statement audits, net asset
verification and other related advisory services. The initial engagement period shall be one
year, subject to renewal.
The engagement, dismissal or non-reappointment of the Company’s accounting firm
must be submitted to the board of directors for consideration after obtaining the consent of
more than half of all members of the audit committee, and shall be determined by the
shareholders’ meeting. The appointment, removal and remuneration (or the method for
determining such remuneration) of the accounting firm must be determined by an ordinary
resolution of the shareholders’ meeting. The board of directors shall not appoint an
accounting firm prior to a decision by the shareholders’ meeting.
The Company shall provide its engaged accounting firm with authentic and complete
accounting vouchers, ledgers, financial reports and other accounting materials, and shall not
refuse, conceal or misrepresent such information.
The audit fees for the accounting firm shall be determined by the Shareholders’ Meeting.
When terminating or not renewing the engagement of an accounting firm, the Company
shall provide 30 days’ prior notice to the firm. The accounting firm shall have the right to
present its views when the Shareholders’ Meeting votes on its dismissal. If the accounting
firm resigns, it must report to the Shareholders’ Meeting whether there are any improper
circumstances involving the Company.
MERGER, DIVISION, INCREASE AND REDUCTION OF CAPITAL, DISSOLUTION
AND LIQUIDATION
Merger, Division, Increase and Reduction of Capital
Companies may be merged by way of absorption or by consolidation. In the case of a
merger by absorption, a company absorbs another company and the absorbed company shall
be dissolved. In the case of a merger by consolidation, two or more companies are merged
together for the establishment of a new company, and the companies being merged shall be
dissolved.
The Company may proceed with a merger without obtaining a Shareholders’ Meeting
resolution when the total consideration payable does not exceed 10% of the Company’s net
assets, unless otherwise stipulated in the Articles of Association. For mergers conducted under
the preceding paragraph without shareholder approval, a Board of Directors resolution shall
be required.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-30 –


--- page 496 ---
The merging parties shall execute a merger agreement and prepare both a balance sheet
and a detailed asset inventory. Within 10 days after the merger resolution is adopted, the
Company shall notify its creditors, and within 30 days, make a public announcement through
newspapers, the National Enterprise Credit Information Publicity System, the website of the
Shenzhen Stock Exchange, and the HKEX news website (https://www.hkexnews.hk).
Creditors who receive notice may demand debt repayment or adequate guarantees within 30
days from receipt of such notice, while those not receiving notice may make such demands
within 45 days from the announcement date. All parties shall comply with any additional
requirements under the securities regulations of the Company’s listing jurisdiction.
When the Company is merged, the claims and debts of each party to the merger shall be
succeeded by the company surviving the merger or the new company established subsequent
to the merger.
In the event of a corporate division, the Company shall effect an appropriate division of
its assets. The Company shall prepare a balance sheet and detailed inventory of assets, and
shall notify creditors within 10 days following the adoption of the division resolution. Within
30 days, the Company shall publish an announcement through media outlets designated by the
China Securities Regulatory Commission, the National Enterprise Credit Information
Publicity System, the website of the Shenzhen Stock Exchange, and the HKEX news website
(https://www.hkexnews.hk). All parties shall comply with any additional requirements
stipulated by the securities regulations of the Company’s listing jurisdiction.
The new company resulting from the division shall be jointly liable for the debts of the
existing company prior to the division, unless it is otherwise prescribed in a written agreement
before the division between the company and its creditors with regard to the pay-off of debts.
The Company shall prepare a balance sheet and detailed inventory of assets when
reducing its registered capital. Within 10 days after the Shareholders’ Meeting resolution on
capital reduction, the Company shall notify creditors and publish an announcement within 30
days through media outlets designated by the China Securities Regulatory Commission, the
National Enterprise Credit Information Publicity System, the website of the Shenzhen Stock
Exchange, and the HKEX news website (https://www.hkexnews.hk). Creditors who receive
notice may demand debt repayment or adequate guarantees within 30 days from receipt of
notice, while those not receiving notice may make such demands within 45 days from the
announcement date. All parties shall comply with any additional requirements under the
securities regulations of the Company’s listing jurisdiction. The capital reduction shall be
implemented proportionally based on shareholders’ respective shareholdings, unless
otherwise provided by law or the Articles of Association.
Any capital reduction conducted in violation of the Company Law or other applicable
regulations shall require shareholders to return funds received, and any reduction of capital
contributions shall be restored to its original state. Shareholders and responsible
directors/senior management shall be liable for compensation if such illegal capital reduction
causes losses to the Company.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-31 –


--- page 497 ---
The Company shall complete registration formalities with the company registration
authority in accordance with law when: merger or division results in changes to registration
matters; dissolution requires cancelation of registration; or establishment of new companies
requires incorporation registration. The Company shall likewise complete change registration
procedures for any increase or decrease in registered capital.
Dissolution and Liquidation
The Company may be dissolved under any of the following circumstances:
i. expiration of the business term specified in the Articles of Association or
occurrence of other dissolution events stipulated herein;
ii. resolution by the Shareholders’ Meeting to dissolve;
iii. dissolution required due to merger or division;
iv. revocation of business license, compulsory closure, or cancelation by
administrative order in accordance with law; or
v. when serious difficulties in the Company’s operations make continued existence
detrimental to shareholders’ interests and no alternative solutions exist,
shareholders holding 10% or more of the voting rights may petition the People’s
Court for dissolution.
Within 10 days after the occurrence of any dissolution event specified above, the
Company shall publicly announce the dissolution reason through the National Enterprise
Credit Information Publicity System.
If the Company faces dissolution under the circumstances of Article 191 (i) or (ii) of the
Articles of Association and has not yet distributed assets to shareholders, it may continue
operations by amending the Articles of Association or through a Shareholders’ Meeting
resolution. Any such amendment or resolution shall require approval by at least 2/3 of the
voting rights represented at the Shareholders’ Meeting.
The Company shall undergo liquidation when dissolved under the circumstances of
Article 191(i), (ii), (iv), or (v) of the Articles of Association. The directors shall serve as the
liquidation obligors and shall form a liquidation committee within 15 days after the
dissolution event occurs. The liquidation committee shall consist of directors unless otherwise
stipulated in the Articles of Association or resolved by the Shareholders’ Meeting.
Liquidation obligors who fail to perform their duties promptly and thereby cause losses to the
Company or creditors shall be liable for compensation.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-32 –


--- page 498 ---
The liquidation committee shall notify all known creditors within 10 days of its
establishment and publish an announcement within 60 days through media outlets designated
by the China Securities Regulatory Commission, the National Enterprise Credit Information
Publicity System, the website of the Shenzhen Stock Exchange, and the HKEX news website
(www.hkexnews.hk). Creditors shall submit their claims to the liquidation committee within
30 days after receiving notice or within 45 days after the announcement date if no notice was
received. All parties shall comply with any additional requirements under the securities
regulations of the Company’s listing jurisdiction. When submitting claims, creditors shall
specify all relevant details of their claims and provide supporting documentation. The
liquidation committee shall maintain a register of all creditor claims. During the creditor
claims period, the liquidation committee shall not make any repayments to creditors.
The liquidation committee shall prepare a liquidation plan after reviewing the
Company’s assets and compiling a balance sheet and asset inventory, which shall be submitted
to the Shareholders’ Meeting or the People’s Court for approval. The Company’s remaining
assets, after paying liquidation expenses, employee wages, social insurance contributions,
statutory compensation, outstanding taxes, and company debts, shall be distributed to
shareholders in proportion to their shareholdings. During the liquidation period, the Company
shall continue to exist but shall not engage in any business activities unrelated to the
liquidation process. No distribution to shareholders shall be made prior to completing the
aforementioned payments.
If the liquidation committee discovers the Company’s assets are insufficient to repay its
debts after reviewing the assets and preparing the balance sheet and inventory, it shall file for
bankruptcy liquidation with the People’s Court in accordance with the law. Upon the Court’s
acceptance of the bankruptcy application, the liquidation committee shall transfer all
liquidation matters to the court-appointed bankruptcy administrator.
Upon completion of the liquidation process, the liquidation committee shall prepare a
liquidation report for approval by the Shareholders’ Meeting or the People’s Court, and
submit it to the company registration authority to apply for deregistration of the Company.
Members of the liquidation committee shall perform their duties with fiduciary care and
diligence. Any member who fails to fulfill their obligations and thereby causes losses to the
Company shall be liable for compensation; members who cause losses to creditors through
intentional misconduct or gross negligence shall likewise be liable.
If the Company is declared bankrupt by law, bankruptcy liquidation shall be conducted
in accordance with applicable bankruptcy legislation.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-33 –


--- page 499 ---
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Company shall amend the Articles of Association in any of the following
circumstances:
i. after amendments are made to the Company Law or other relevant laws,
administrative regulations and securities regulatory rules at the place where the
shares of the Company are listed, any term contained in the Articles of Association
become inconsistent with the said amendments;
ii. if certain changes to the Company occur resulting in inconsistency with certain
terms specified in the Articles of Association;
iii. the Shareholders’ Meeting has resolved to amend the Articles of Association.
Where the amendments to the Articles of Association passed by resolutions of the
Shareholders’ Meeting require approval of the competent authorities, the amendments shall be
submitted to the relevant authorities for approval. Where the amendments involve registration
matters of the Company, the involved change shall be registered in accordance with the laws.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-34 –


--- page 500 ---
A. FURTHER INFORMATION ABOUT OUR GROUP
1. Incorporation of Our Company
Our Company was established as a limited liability company under the laws of the
PRC on June 17, 2002, and was converted into a joint stock limited company with limited
liability on June 22, 2020. Our Company was registered as a non-Hong Kong company in
Hong Kong under Part 16 of the Companies Ordinance on June 16, 2025 and have
established a place of business in Hong Kong at Room 1928, 19/F, Lee Garden One, 33
Hysan Avenue, Causeway Bay, Hong Kong. Ms. Kwan Sau In ( ᗫӸѸ) has been
appointed as the authorized representative of our Company for the acceptance of service
of process and notices in Hong Kong.
As our Company is incorporated in the PRC, our operations are subject to the
relevant laws and regulations of the PRC. A summary of our Articles of Association and
relevant aspects of PRC law is set out in “Taxation and Foreign Exchange,” “Summary of
Principal Legal and Regulatory Provisions” and “Summary of Articles of Association” in
Appendices III, IV and V to this Prospectus.
2. Changes in the Share Capital of Our Company
In connection with our A Share Listing, we issued an aggregate of 42,300,000 A
Shares, which were listed on the main board of the Shenzhen Stock Exchange on April 2,
2024. As a result, our total issued share capital increased from RMB380,000,000 to
RMB422,300,000, comprising a total of 422,300,000 A Shares. For details, see “History,
Development and Corporate Structure — Major Shareholding Changes of Our Company
— 6. Listing on the Shenzhen Stock Exchange” in this Prospectus.
In November and December 2024, our Company issued and allotted an aggregate of
2,965,000 Restricted A Shares to 222 eligible participants pursuant to our 2024
Restricted Share Incentive Plan, resulting in a further increase of our total issued share
capital to RMB425,265,000, comprising a total of 425,265,000 A Shares.
In May 2025, our Company completed the cancelation of a total of 30,000
Restricted A Shares granted pursuant to our 2024 Restricted Share Incentive Plan as the
relevant participants no longer satisfied the conditions of grant thereunder. As a result,
our total issued share capital decreased from RMB425,265,000 to RMB425,235,000.
In October 2025, our Company completed the cancelation of a total of 182,500
Restricted A Shares granted pursuant to our 2024 Restricted Share Incentive Plan as the
relevant participants no longer satisfied the conditions of the grant thereunder. As a
result, our total issued share capital further decreased from RMB425,235,000 to
RMB425,052,500.
From September 2025 to November 2025, our Company issued and allotted an
aggregate of 635,000 Restricted A Shares to 78 eligible participants pursuant to our 2024
Restricted Share Incentive Plan, resulting in an increase of our total issued share capital
to RMB425,687,500, comprising a total of 425,687,500 A Shares.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-1 –


--- page 501 ---
In November 2025, our Company completed the cancelation of a total of 23,248
Restricted A Shares granted pursuant to our 2024 Restricted Share Incentive Plan as the
relevant participants no longer satisfied the conditions of the grant thereunder. As a
result, our total issued share capital further decreased from RMB425,687,500 to
RMB425,664,252.
From December 2025 to February 2026, following the exercise of options granted
pursuant to our 2024 Share Option Incentive Plan, resulting in an increase of our total
issued share capital to RMB426,446,482, comprising a total of 426,446,482 A Shares.
Save as disclosed above and the section headed “History, Development and
Corporate Structure”, there has been no alteration in our share capital within the two
years immediately preceding the date of this Prospectus.
3. Changes in the Share Capital of Our Subsidiaries
A summary of the corporate information and the particulars of our subsidiaries are
set out in Note 1 to the Accountants’ Report in Appendix I to this Prospectus.
On November 15, 2023, the registered share capital of Delton International
increased from USD1,000,000 to USD14,000,000. On September 3, 2024, the registered
share capital of Delton International increased from USD14,000,000 to USD42,000,000.
On January 8, 2024, the registered share capital of Thailand Delton increased from
THB100,000,000 to THB1,600,000,000.
On July 10, 2024, the registered share capital of Huangshi Delton increased from
RMB400,000,000 to RMB580,000,000. On September 18, 2025, the registered share
capital of Huangshi Delton increased from RMB580,000,000 to RMB680,000,000.
Save as disclosed above, there has been no alteration in the registered capital of our
subsidiaries taken place within the two years preceding the date of this Prospectus.
4. Resolutions of Our Shareholders
On May 16, 2025, resolutions of our Shareholders were passed pursuant to which,
among other things:
(a) the Articles was approved and adopted with effect from the Listing Date;
(b) the Global Offering (including the Hong Kong Public Offering and
International Offering) and the Listing were approved and our Directors were
authorized to allot and issue the Offer Shares pursuant to the Global Offering;
and
(c) the number of H Shares to be issued shall be up to 20% of the total share
capital of our Company upon completion of the Global Offering.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-2 –


--- page 502 ---
B. FURTHER INFORMATION ABOUT OUR BUSINESS
1. Summary of Material Contracts
The following contracts (not being contracts entered into in the ordinary course of
the business carried on or intended to be carried on by our Company) was entered into by
any member of our Group within the two years preceding the date of this Prospectus and
is or may be material:
(a) the cornerstone investment agreement dated March 6, 2026 entered into
among our Company, CPE Greater China Enterprises Growth Fund, CITIC
Securities (Hong Kong) Limited, CLSA Limited, HSBC Corporate Finance
(Hong Kong) Limited, The Hongkong and Shanghai Banking Corporation
Limited, GF Securities (Hong Kong) Brokerage Limited and Huatai Financial
Holdings (Hong Kong) Limited with respect to a subscription of H Shares at
the Offer Price in the aggregate amount of the Hong Kong dollar equivalent of
US$15,000,000;
(b) the cornerstone investment agreement dated March 6, 2026 entered into
among our Company, CPE Growth Fund #1, CITIC Securities (Hong Kong)
Limited, CLSA Limited, HSBC Corporate Finance (Hong Kong) Limited, The
Hongkong and Shanghai Banking Corporation Limited, GF Securities (Hong
Kong) Brokerage Limited and Huatai Financial Holdings (Hong Kong)
Limited with respect to a subscription of H Shares at the Offer Price in the
aggregate amount of the Hong Kong dollar equivalent of US$900,000;
(c) the cornerstone investment agreement dated March 6, 2026 entered into
among our Company, Guotai Junan Investments (Hong Kong) Limited, CITIC
Securities (Hong Kong) Limited, CLSA Limited, HSBC Corporate Finance
(Hong Kong) Limited, The Hongkong and Shanghai Banking Corporation
Limited, GF Securities (Hong Kong) Brokerage Limited and Huatai Financial
Holdings (Hong Kong) Limited with respect to a subscription of H Shares at
the Offer Price in the aggregate amount of the Hong Kong dollar equivalent of
US$14,100,000;
(d) the cornerstone investment agreement dated March 6, 2026 entered into
among our Company, CITIC Securities International Capital Management
Limited, CITIC Securities (Hong Kong) Limited, CLSA Limited, HSBC
Corporate Finance (Hong Kong) Limited, The Hongkong and Shanghai
Banking Corporation Limited, GF Securities (Hong Kong) Brokerage Limited
and Huatai Financial Holdings (Hong Kong) Limited with respect to a
subscription of H Shares at the Offer Price in the aggregate amount of the
Hong Kong dollar equivalent of US$820,000;
(e) the cornerstone investment agreement dated March 6, 2026 entered into
among our Company, Greenwoods Asset Management Hong Kong Limited,
CITIC Securities (Hong Kong) Limited, CLSA Limited, HSBC Corporate
Finance (Hong Kong) Limited, The Hongkong and Shanghai Banking
Corporation Limited, GF Securities (Hong Kong) Brokerage Limited and
Huatai Financial Holdings (Hong Kong) Limited with respect to a
subscription of H Shares at the Offer Price in the aggregate amount of the
Hong Kong dollar equivalent of US$29,180,000;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-3 –


--- page 503 ---
(f) the cornerstone investment agreement dated March 6, 2026 entered into
among our Company, UBS Asset Management (Singapore) Ltd. (as the
delegate of the investment manager for and on behalf of (i) UBS (Lux) Equity
Fund — Greater China (USD), (ii) UBS (Lux) Equity Fund — China
Opportunity (USD), (iii) UBS (HK) Fund Series — China Opportunity Equity
(USD), (iv) UBS (Lux) Equity SICA V — All China (USD), (v) UBS (Lux)
Investment SICA V – China A Opportunity (USD), (vi) UBS (CAY) China A
Opportunity, and (vii) certain other segregated accounts and mandates),
CITIC Securities (Hong Kong) Limited, CLSA Limited, HSBC Corporate
Finance (Hong Kong) Limited, The Hongkong and Shanghai Banking
Corporation Limited, GF Securities (Hong Kong) Brokerage Limited and
Huatai Financial Holdings (Hong Kong) Limited with respect to a
subscription of H Shares at the Offer Price in the aggregate amount of the
Hong Kong dollar equivalent of US$30,000,000;
(g) the cornerstone investment agreement dated March 6, 2026 entered into
among our Company, Value Partners Hong Kong Limited (for itself and on
behalf of (i) Value Partners Classic Fund, (ii) Value Partners High-Dividend
Stocks Fund, (iii) Value Partners Funds SPC — Value Partners China A-Share
Innovation Fund SP, (iv) Value Partners Ireland Fund ICA V — Value Partners
Asia Ex-Japan Equity Fund, (v) Value Partners Fund Series — Value Partners
Asian Income Fund, and (vi) Value Partners Multi-Asset Fund), CITIC
Securities (Hong Kong) Limited, CLSA Limited, HSBC Corporate Finance
(Hong Kong) Limited, The Hongkong and Shanghai Banking Corporation
Limited, GF Securities (Hong Kong) Brokerage Limited and Huatai Financial
Holdings (Hong Kong) Limited with respect to a subscription of H Shares at
the Offer Price in the aggregate amount of the Hong Kong dollar equivalent of
US$25,100,000;
(h) the cornerstone investment agreement dated March 6, 2026 entered into
among our Company, Value Partners Limited (for itself and on behalf of (i)
Value Partners China Greenchip Fund Limited, (ii) Value Partners Intelligent
Funds — JA — VP China New Century Fund, (iii) Value Partners Intelligent
Funds — China Convergence Fund, and (iv) Value Partners Intelligent Funds
— Chinese Mainland Focus Fund), CITIC Securities (Hong Kong) Limited,
CLSA Limited, HSBC Corporate Finance (Hong Kong) Limited, The
Hongkong and Shanghai Banking Corporation Limited, GF Securities (Hong
Kong) Brokerage Limited and Huatai Financial Holdings (Hong Kong)
Limited with respect to a subscription of H Shares at the Offer Price in the
aggregate amount of the Hong Kong dollar equivalent of US$4,900,000;
(i) the cornerstone investment agreement dated March 6, 2026 entered into
among our Company, Eastspring Investments (Singapore) Limited (in its
capacity as the duly appointed investment manager for and on behalf of the
investor accounts of (i) Eastspring Investments — Asia Opportunities Equity
Fund, and (ii) AHAPAG — Asia Pacific Active Growth Equity Portfolio),
CITIC Securities (Hong Kong) Limited, CLSA Limited, HSBC Corporate
Finance (Hong Kong) Limited, The Hongkong and Shanghai Banking
Corporation Limited, GF Securities (Hong Kong) Brokerage Limited and
Huatai Financial Holdings (Hong Kong) Limited with respect to a
subscription of H Shares at the Offer Price in the aggregate amount of the
Hong Kong dollar equivalent of US$15,000,000;
(j) the cornerstone investment agreement dated March 6, 2026 entered into
among our Company, Greater Bay Area Development Fund Management
Limited (ʮ̡) for and on behalf of the managed
account of Mega Prime Development Limited, CITIC Securities (Hong Kong)
Limited, CLSA Limited, HSBC Corporate Finance (Hong Kong) Limited, The
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-4 –


--- page 504 ---
Hongkong and Shanghai Banking Corporation Limited, GF Securities (Hong
Kong) Brokerage Limited and Huatai Financial Holdings (Hong Kong)
Limited with respect to a subscription of H Shares at the Offer Price in the
aggregate amount of the Hong Kong dollar equivalent of US$10,500,000;
(k) the cornerstone investment agreement dated March 6, 2026 entered into
among our Company, Greater Bay Area Development Fund Management
Limited (ʮ̡) for and on behalf of Poly Platinum
Enterprises Limited, CITIC Securities (Hong Kong) Limited, CLSA Limited,
HSBC Corporate Finance (Hong Kong) Limited, The Hongkong and Shanghai
Banking Corporation Limited, GF Securities (Hong Kong) Brokerage Limited
and Huatai Financial Holdings (Hong Kong) Limited with respect to a
subscription of H Shares at the Offer Price in the aggregate amount of the
Hong Kong dollar equivalent of US$4,500,000;
(l) the cornerstone investment agreement dated March 6, 2026 entered into
among our Company, MY Asian Opportunities Master Fund, L.P ., CITIC
Securities (Hong Kong) Limited, CLSA Limited, HSBC Corporate Finance
(Hong Kong) Limited, The Hongkong and Shanghai Banking Corporation
Limited, GF Securities (Hong Kong) Brokerage Limited and Huatai Financial
Holdings (Hong Kong) Limited with respect to a subscription of H Shares at
the Offer Price in the aggregate amount of the Hong Kong dollar equivalent of
US$10,000,000;
(m) the cornerstone investment agreement dated March 6, 2026 entered into
among our Company, Baring Asset Management (Asia) Limited (in its
capacity as the discretionary investment manager of certain fund(s) and
discretionary investment account(s)), CITIC Securities (Hong Kong) Limited,
CLSA Limited, HSBC Corporate Finance (Hong Kong) Limited, The
Hongkong and Shanghai Banking Corporation Limited, GF Securities (Hong
Kong) Brokerage Limited and Huatai Financial Holdings (Hong Kong)
Limited with respect to a subscription of H Shares at the Offer Price in the
aggregate amount of the Hong Kong dollar equivalent of US10,000,000;
(n) the cornerstone investment agreement dated March 6, 2026 entered into
among our Company, Dajia Life Insurance Co., Ltd. (ࠢ
ʮ̡), CITIC Securities (Hong Kong) Limited, CLSA Limited, HSBC
Corporate Finance (Hong Kong) Limited, The Hongkong and Shanghai
Banking Corporation Limited, GF Securities (Hong Kong) Brokerage Limited
and Huatai Financial Holdings (Hong Kong) Limited with respect to a
subscription of H Shares at the Offer Price in the aggregate amount of the
Hong Kong dollar equivalent of US$10,000,000;
(o) the cornerstone investment agreement dated March 6, 2026 entered into
among our Company, ICBC Wealth Management Co., Ltd. (ப
΂ʮ̡), CITIC Securities (Hong Kong) Limited, CLSA Limited, HSBC
Corporate Finance (Hong Kong) Limited, The Hongkong and Shanghai
Banking Corporation Limited, GF Securities (Hong Kong) Brokerage Limited
and Huatai Financial Holdings (Hong Kong) Limited with respect to a
subscription of H Shares at the Offer Price in the aggregate amount of the
Hong Kong dollar equivalent of US$10,000,000; and
(p) the Hong Kong Underwriting Agreement.
APPENDIX VI STA TUTORY AND GENERAL INFORMA TION
– VI-5 –


--- page 505 ---
2. Our Intellectual Property Rights
(a) Trademarks
As of the Latest Practicable Date, we had registered the following trademarks
which we consider to be material in relation to our business:
No. Trademark Class Registrant
Place of
registration
Registration
number Expiry date
1.
 7 Company PRC 25282369 July 6, 2028
2.
 7 Company PRC 25284591 July 6, 2028
3.
 7 Company PRC 25296248 September 20, 2028
4.
 35 Company PRC 25288403 September 20, 2028
5.
 38 Company PRC 25278626 September 20, 2028
6.
 9 Company PRC 25286073 September 20, 2028
7.
 9 Company PRC 25282381 September 20, 2028
8.
 42 Company PRC 25281625 September 20, 2028
9.
 42 Company PRC 25280890 September 20, 2028
10.
 38 Company PRC 25280201 September 20, 2028
11.
 7 Company PRC 25292396 October 13, 2028
12.
 9 Company PRC 25290829 October 13, 2028
13.
 42 Company PRC 25289255 October 13, 2028
14.
 7 Company PRC 25288997 October 13, 2028
15.
 9 Company PRC 32748765 April 13, 2029
16.
 9 Company PRC 32730724 April 13, 2029
17.
 9 Company PRC 32739178 April 13, 2029
18.
 9 Company PRC 32737627 April 13, 2029
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-6 –


--- page 506 ---
No. Trademark Class Registrant
Place of
registration
Registration
number Expiry date
19.
 7, 9 Company PRC 47852386 February 20, 2031
20.
 7 Company PRC 49141480 June 20, 2031
21.
 9 Company PRC 49121407 August 20, 2031
22.
 1 Company PRC 78171170 October 13, 2034
23.
 40 Company PRC 78181138 October 27, 2034
24.
 42 Company PRC 78155418A November 13, 2034
25.
 42 Company PRC 78166620A November 13, 2034
26.
 1 Company PRC 78169665 October 6, 2034
27.
 40 Company PRC 78155336 October 6, 2034
28.
 1 Company PRC 78180825 December 27, 2034
29.
 40 Company PRC 78161326 January 6, 2035
30.
 1 Company PRC 78167999 February 27, 2035
31.
 7, 9,
42
Company Hong Kong 306877081 April 21, 2035
32.
 7, 9,
42
Company Hong Kong 306877270 April 21, 2035
33.
 7, 9,
42
Company Hong Kong 306877261 April 21, 2035
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-7 –


--- page 507 ---
(b) Patents
As of the Latest Practicable Date, we had registered the following patents
which we consider to be material to our business:
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
1. A PCB board identification
method and PCB board
(ɓ၇PCBձ
PCBؐ)
Invention Company PRC ZL202110688457.6 June 21, 2021
2. The method of controlling
the thickness of board
production (ێ
ج)
Invention Company PRC ZL202110657100.1 June 11, 2021
3. A processing method and
circuit board for gold
finger leads (ܸ
ؐ)
Invention Company PRC ZL202110603216.7 May 31, 2021
4. A method of gold plating on
three sides of a gold finger
(ٙږ
ج)
Invention Company PRC ZL202110539242.8 May 18, 2021
5. A method of machining
cucurbits (ً
ج)
Invention Dongguan
Delton
PRC ZL202110383099.8 April 9, 2021
6. A multi-layer board and its
method of manufacture
(ʿՉႡி
ج)
Invention Company PRC ZL202110168559.5 February 7,
2021
7. Printer efficiency
improvement methods,
electronic devices and
storage media (ࣖ
eཥɿண௪ʿ
πᎷʧሯ)
Invention Company PRC ZL202110141171.6 February 1,
2021
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-8 –


--- page 508 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
8. The method for determining
the back drill depth of the
printed circuit board
(ٙ
ج)
Invention Company PRC ZL202110138759.6 February 1,
2021
9. A method, system, terminal
and medium for measuring
and controlling layer bias
by capacitance (ɓ၇ஷཀ
ٙ
eӻ୕e୞၌ʿʧሯ)
Invention Company PRC ZL202011585450.3 December 28,
2020
10. Printed circuit boards with
embedded stereo metal
base and their processing
methods (᙮ਿ
ʿՉ̋ʈ
ج)
Invention Company PRC ZL202011581570.6 December 28,
2020
11. A method to improve the
accuracy of PCB backdrill
drilling (ɓ၇౤৷PCB
ج)
Invention Company PRC ZL202011453503.6 December 11,
2020
12. An automated method of
output of A VI appearance
checker data (ɓ၇AV I
Іਗ
ج)
Invention Company PRC ZL202011427902.5 December 9,
2020
13. A control method to improve
impedance accuracy
(ٙܓ
ج)
Invention Company PRC ZL202011427896.3 December 9,
2020
14. An intelligent control
method and control system
for the interior AOI
process (ɓ၇ʫᄴAOI
ʿ
છՓӻ୕)
Invention Company PRC ZL202011330152.X November 24,
2020
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-9 –


--- page 509 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
15. A treatment method for poor
etching in the PCB
negative process (ɓ၇
PCB˪ʈᖵʕ႙Սʔଋ
ج)
Invention Company PRC ZL202011262443.X November 12,
2020
16. A PCB ultra high aspect
ratio mechanical drilling
method (ɓ၇PCB൴৷ᐽ
ج)
Invention Company PRC ZL202011245876.4 November 10,
2020
17. A PCB construction that
verifies the heat resistance
of different materials
(ᆠঐ
ٙPCBഐ࿴)
Invention Company PRC ZL202010462595.8 May 27, 2020
18. A treatment method for
backdrilled bad boards for
PCBs (ɓ၇PCB᝝ʔ
ج)
Invention Company PRC ZL201911417957.5 December 31,
2019
19. A PCB-based L-shaped
slotted hole machining
method (׵PCBٙ
Lج)
Invention Company PRC ZL201911248317.6 December 9,
2019
20. A segmented board method
based on a stepped
gold-plated plug PCB
(ౢ᎘ό
PCBؐ
ج)
Invention Company PRC ZL201911132185.0 November 19,
2019
21. An energy-saving control
system and method
(ɓ၇ືঐછՓӻ୕ʿ
ج)
Invention Company PRC ZL201910799160.X August 28,
2019
22. A controlled depth milling
design process for PCB
boards (ɓ၇PCBછ
ج)
Invention Company PRC ZL201911128682.3 November 18,
2019
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-10 –


--- page 510 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
23. A method of processing PCB
finished board swelling
(ɓ၇PCBٙ
ج)
Invention Company PRC ZL201910799216.1 August 28,
2019
24. A method of automatic
acquisition and analysis of
PCB board impedance
information (ɓ၇PCBؐ
ؓ
ج)
Invention Company PRC ZL201910510416.0 June 13, 2019
25. A high-speed PCB-board
outer loss control process
(ɓ၇৷஺PCBʫ̮ᄴฦ
ঃછՓʈᖵ)
Invention Company PRC ZL201910510412.2 June 13, 2019
26. A smart home sensor board
and its preparation method
(ชᏐኜ͜ᇞ
ج)
Invention Company PRC ZL201910174439.9 March 8, 2019
27. A method to improve the
local deformation of the
set in a multi-layer printed
circuit large panel (ɓ၇ҷ
ʫ
ج)
Invention Company PRC ZL201811406218.1 November 23,
2018
28. A method of heating cutting
that improves the quality
of the semi-cured discs
(ٙ
ج)
Invention Company PRC ZL201811290568.6 October 31,
2018
29. A method for determining
the aperture of a
microslice (ٙ
ج)
Invention Company PRC ZL201811002562.4 August 30,
2018
30. A method of making fine
lines to flexible circuit
boards (ၚ
ج)
Invention Company PRC ZL201811004147.2 August 30,
2018
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-11 –


--- page 511 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
31. Method for creating efficient
drilling tools (᝝ˆ
ج)
Invention Company PRC ZL201810379794.5 April 25, 2018
32. A two-dimensional
code-based Ferring
retroactive management
system and method
(؍
ج)
Invention Company PRC ZL201710849230.9 September 20,
2017
33. A highly effective
anti-percolation machining
method for PCB board
drilling (ɓ၇PCB᝝ˆ
ج)
Invention Dongguan
Delton
PRC ZL201710849211.6 September 20,
2017
34. A PCB break-proof plate
milling slot and its
application method
(ɓ၇PCBპᒜᅻ
ج)
Invention Company PRC ZL201610291976.8 May 5, 2016
35. A method of machining to
prevent burring and reduce
milling cutter wear
(ɓ၇ԣპᒜᅻˣՐʿ
ج)
Invention Company PRC ZL201610292252.5 May 5, 2016
36. A PCB board prevention
vacuum etched line tooth
processing method
(ɓ၇PCB٤
ج)
Invention Company PRC ZL201610292251.0 May 5, 2016
37. A back-drilling method for
the BGA position on the
PCB (ɓ၇PCBɪ BGA
ج)
Invention Company PRC ZL201610291974.9 May 5, 2016
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-12 –


--- page 512 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
38. A type of inner hole puncher
anti-friction plate and
inner hole puncher
(ؐ
ʿʫᄴәˆዚ)
Utility
Model
Company PRC ZL202221963842.3 July 27, 2022
39. A new type of swing link and
developer (ศᓖ
ஹӅʿᜑᅂዚ)
Utility
Model
Company PRC ZL202221849653.3 July 18, 2022
40. A transfer device and dust
machine for bending
paddles to remove dust
(ٙ
ෂ፩ༀໄʿῡྡྷዚ)
Utility
Model
Company PRC ZL202221522011.2 June 17, 2022
41. A special vehicle for brush
replacement (ɓ၇ጋՏ
Տˣһ౬ਖ਼͜ԓ)
Utility
Model
Company PRC ZL202221396723.4 June 6, 2022
42. A PCB emitter assembly
(ɓ၇PCB฽ʩ΁)
Utility
Model
Company PRC ZL202221344097.4 May 31, 2022
43. A recovery mechanism for
cleaning solutions for
gold-plated workpieces
(ٙ
Ϋϗༀໄ)
Utility
Model
Company PRC ZL202221296187.0 May 27, 2022
44. A tapping aid
(ɓ၇Ҹ˫ႾпʈՈ)
Utility
Model
Company PRC ZL202221244959.6 May 23, 2022
45. A target machine suction
plate module and target
machine (ؐ
ᅼଡ଼ʿ͂ཪዚ)
Utility
Model
Company PRC ZL202221206842.9 May 18, 2022
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-13 –


--- page 513 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
46. An automatic drying device
(ɓ၇Іਗञ৻ༀໄ)
Utility
Model
Company PRC ZL202220980640.3 April 26, 2022
47. Air deflector assembly
(ଡ଼΁)
Utility
Model
Company PRC ZL202220766533.0 March 31,
2022
48. A cross member for PCB
board transfer (׵
PCBዑᆃༀໄ)
Utility
Model
Company PRC ZL202220717242.2 March 30,
2022
49. A test structure used to test
voltage between PCB
layers (಻༊PCB
಻༊ഐ࿴)
Utility
Model
Company PRC ZL202220532554.6 March 11,
2022
50. A measuring device for PCB
backhole piles (ɓ၇PCB
಻ඎༀໄ)
Utility
Model
Company PRC ZL202220238922.6 January 28,
2022
51. A square steel alignment
fixture (͍
ѰՈ)
Utility
Model
Company PRC ZL202123452474.4 December 31,
2021
52. A pallet jack width
adjustment
(ዚሜᄱༀໄ)
Utility
Model
Company PRC ZL202123452149.8 December 31,
2021
53. A graphic tinned intelligent
water filling device and
electroplating system to
improve the
electrodissolving tin
(ɓ၇ྡҖᒜ፼౽ᅆ໾˥
ٙ
ཥᒜӻ୕)
Utility
Model
Company PRC ZL202123444025.5 December 30,
2021
54. A PCB production line
water-saving flow
regulating device
(ɓ၇PCBඎ
ሜືༀໄ)
Utility
Model
Company PRC ZL202123381102.7 December 29,
2021
55. A board gold finger plated
construction (ؐ
ഐ࿴)
Utility
Model
Company PRC ZL202122901261.9 November 24,
2021
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-14 –


--- page 514 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
56. An AOI test tool trolley for
PCB boards (׵
PCBٙؐAOI Ꮸ಻ʈՈԓ)
Utility
Model
Company PRC ZL202122766159.2 November 10,
2021
57. Auxiliary engagement
(ႾпટΥༀໄ)
Utility
Model
Company PRC ZL202122628500.8 October 29,
2021
58. A gold wire filter unit
(ᅻཀᓩ
ༀໄ)
Utility
Model
Company PRC ZL202122363797.X September 28,
2021
59. A clamping device
(ༀໄ)
Utility
Model
Company PRC ZL202122262379.1 September 17,
2021
60. A plating cylinder filtration
system and plating
equipment (ߔ
ཀᓩӻ୕ʿཥᒜண௪)
Utility
Model
Company PRC ZL202122185786.7 September 10,
2021
61. A suction unit
(ɓ၇іᆵༀໄ)
Utility
Model
Company PRC ZL202122123882.9 September 3,
2021
62. Removal mechanism
for the pin
(PIN՝ༀໄ)
Utility
Model
Company PRC ZL202122109612.2 September 2,
2021
63. A vacuum pipe control
assembly
(ɓ၇іྡྷ၍છՓʩ΁)
Utility
Model
Company PRC ZL202121885457.7 August 12,
2021
64. A circuit board (ؐUtility
Model
Company PRC ZL202121873683.3 August 11,
2021
65. A type of spray mount
(ࢭ֛)
Utility
Model
Company PRC ZL202121307135.4 June 11, 2021
66. A flap stage structure for the
inner coating line (ɓ၇ʫ
̨ഐ࿴)
Utility
Model
Company PRC ZL202121259553.0 June 7, 2021
67. A type of dust hood
(ɓ၇іྡྷ໅)
Utility
Model
Company PRC ZL202121162166.5 May 27, 2021
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-15 –


--- page 515 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
68. A management tool for tap
and drill bits (ɓ၇ക፿ձ
၍ଣʈՈ)
Utility
Model
Company PRC ZL202121146525.8 May 26, 2021
69. A type of bushing
(ࢁ)
Utility
Model
Company PRC ZL202120962318.3 May 7, 2021
70. A pre-assembled module for
PCB panels and
micro-slides (ɓ၇PCBܳ
ʿฆʲ˪ཫༀᅼଡ଼)
Utility
Model
Company PRC ZL202120870128.9 April 26, 2021
71. A circuit board that allows
easy control of the depth
of the back drill (׵׸
ؐ)
Utility
Model
Company PRC ZL202120810614.1 April 20, 2021
72. A feed throat for the circuit
board return line (ɓ၇ᇞ
ݖࣘ)
Utility
Model
Company PRC ZL202120618849.0 March 26,
2021
73. A device that improves the
thickness uniformity of
gold plating (ɓ၇ҷഛᒜ
ༀໄ)
Utility
Model
Company PRC ZL202120558019.3 March 18,
2021
74. A pre-treatment device for
spraying exhaust gases
(ɓ၇ᄝ෩ᄻंཫஈଣ
ༀໄ)
Utility
Model
Company PRC ZL202120439877.6 March 1, 2021
75. A quick brush tool
(ɓ၇Ҟ஺෩ՏʈՈ)
Utility
Model
Company PRC ZL202120359206.9 February 7,
2021
76. A brush tool (ɓ၇෩ՏʈՈ) Utility
Model
Company PRC ZL202120347270.5 February 7,
2021
77. A convenient DES wirewind
knife fixing adjuster
assembly (ઠόDES
ሜ዆ኜʩ΁)
Utility
Model
Company PRC ZL202120358761.X February 7,
2021
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-16 –


--- page 516 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
78. A device that improves
the accuracy of the
semi-automatic exposure
machine panel (ɓ၇౤ʺ
ٙܓ
ༀໄ)
Utility
Model
Company PRC ZL202120025107.7 January 6,
2021
79. A modified cartridge latch
(ཀᓩഇᕁϔ)
Utility
Model
Company PRC ZL202120026104.5 January 6,
2021
80. A stop that prevents wear of
the clamping device
(˟ኺ)
Utility
Model
Company PRC ZL202120025108.1 January 6,
2021
81. A structure that prevents the
HDI board from warping
(ɓ၇ԣ˟HDIᔔϜ
ഐ࿴)
Utility
Model
Company PRC ZL202120025756.7 January 6,
2021
82. A circuit board that improves
the drilling of brushed
wires (ზ
ؐ)
Utility
Model
Company PRC ZL202022930994.0 December 9,
2020
83. A PCB board water break
test device (ɓ၇PCBؐ
˥ॎ༊᜕ༀໄ)
Utility
Model
Company PRC ZL202022718357.7 November 23,
2020
84. A corrosion resistant straw
clamp (ၵ႙ᅞ
Ѱ)
Utility
Model
Company PRC ZL202022717334.4 November 23,
2020
85. New V-mount unit
(ۨVༀໄ)
Utility
Model
Company PRC ZL202022613674.2 November 12,
2020
86. Convenient fixture for flying
targets and copper strips
(ٙ
ༀໄ)
Utility
Model
Company PRC ZL202022575959.1 November 10,
2020
87. A small round knife
surround vacuum cleaner
box (ɓ၇ʃ෥ɠ̍ఖό
іྡྷଷ)
Utility
Model
Company PRC ZL202022310247.7 October 16,
2020
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-17 –


--- page 517 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
88. A modified type of pressure
spray fitting (ۨ
ᄝᏀટ᎘)
Utility
Model
Company PRC ZL202022100597.0 September 23,
2020
89. A fixture device that
improves the efficiency of
film removal plasma
removal (ɓ၇౤৷ৰᇭ˪
ѰՈ
ༀໄ)
Utility
Model
Company PRC ZL202021486208.6 July 24, 2020
90. A comprehensive test
module for PCB reliability
(ɓ၇PCBၝΥ಻༊
ᅼଡ଼)
Utility
Model
Company PRC ZL202020587730.7 April 20, 2020
91. A modified TDR probe
grounding strap and TDR
probe (ۨTDRઞ
᎘ટή˪ʿTDRઞ᎘)
Utility
Model
Company PRC ZL201921996356.X November 19,
2019
92. A type of spray needle
(ɓ၇ᄝ෩ᄝ০)
Utility
Model
Company PRC ZL201921998029.8 November 19,
2019
93. A high heat dissipation, low
loss PCB board (ɓ၇৷౳
ٙPCBؐ)
Utility
Model
Company PRC ZL201921997542.5 November 19,
2019
94. A secondary dry film system
for circuit board
processing (ᇞ༩
ɚϣ฀ᇫӻ୕)
Utility
Model
Company PRC ZL201921689331.5 October 10,
2019
95. A pneumatic vibrator
(ɓ၇ंਗቤਗኜ)
Utility
Model
Company PRC ZL201921670346.7 October 8,
2019
96. A thermal wire assembly for
positive-dipped printed
circuit boards (׵
ٙؐ
ช๝ᇞʩ΁)
Utility
Model
Company PRC ZL201921671216.5 October 8,
2019
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-18 –


--- page 518 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
97. An electrical cabinet moving
table top (ɓ၇ཥછᓞ୅ਗ
ࠦ)
Utility
Model
Company PRC ZL201921559258.X September 18,
2019
98. A gripping fixture for brown
buried copper blocks
(ზ෯ಅʷѰՈ)
Utility
Model
Company PRC ZL201921428143.7 August 30,
2019
99. A new type of riveter lower
die holder (ཛ৥
ࢭ)
Utility
Model
Company PRC ZL201921406108.5 August 28,
2019
100. A screen printer for PCB
board test printing Mylar
film (׵PCB༊Ι
MylarകΙዚ)
Utility
Model
Company PRC ZL201920887074.X June 13, 2019
101. The oscillating device and
the device using the
oscillating device
(ቤᐗༀໄʿԴ͜༈ቤᐗༀ
ༀໄ)
Utility
Model
Company PRC ZL201920852276.0 June 6, 2019
102. A tool for handling copper
clad plates (ɓ၇ย༶ᔧზ
ʈՈ)
Utility
Model
Company PRC ZL201821413223.0 August 30,
2018
103. A PCB voltage resistant test
tool (ɓ၇PCBᏀ಻༊
Ո)
Utility
Model
Company PRC ZL201821412504.4 August 30,
2018
104. New type of plating rack
(ݖ)
Utility
Model
Company PRC ZL201820600234.3 April 25, 2018
105. PAD that reduces GGB probe
loss (ಯˇGGBٙ
PAD)
Utility
Model
Company PRC ZL201820598882.X April 25, 2018
106. A new PCB process indicates
a tamper-proof loss
tracking trolley (ۨ
ٙPCBͪ̔ԣ̰ͯ
༧ᔳ̨ԓ)
Utility
Model
Company PRC ZL201820069022.7 January 16,
2018
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-19 –


--- page 519 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
107. A new type of PCB sheet
storage vehicle (ۨ
ٙPCBԓ)
Utility
Model
Company PRC ZL201820068318.7 January 16,
2018
108. A new type of L-frame
dedicated to the drilling
clamp PIN plate (ۨ
᝝ˆѰPINਖ਼͜Lۨ
ݖ)
Utility
Model
Company PRC ZL201820068316.8 January 16,
2018
109. Plug in a low loss circuit
board (ٙ
ؐ)
Utility
Model
Company PRC ZL201820044419.0 January 11,
2018
110. PCB board to prevent wall
separation (ཫԣˆኣʱᕎ
ٙPCBؐ)
Utility
Model
Company PRC ZL201820044427.5 January 11,
2018
111. Processing unit for deburring
in the PTH half-hole
(̘ৰPTHٙ
̋ʈༀໄ)
Utility
Model
Company PRC ZL201820044426.0 January 11,
2018
112. Automatic PCB temperature
control system (PCBᏀΥ
๝ІਗછՓӻ୕)
Utility
Model
Company PRC ZL201820044873.6 January 11,
2018
113. PCB high precision hole
processing unit (PCB৷ၚ
ˆЗʩ̋ʈༀໄ)
Utility
Model
Company PRC ZL201820044871.7 January 11,
2018
114. A wrinkle-proof PCB
laminated fusion structure
(ɓ၇ԣৎᆴPCBᄴᏀፄΥ
ഐ࿴)
Utility
Model
Company PRC ZL201621473222.6 December 30,
2016
115. A circuit board used to plate
segmented gold fingers
(ܸ
ؐ)
Utility
Model
Company PRC ZL201621473220.7 December 30,
2016
116. A PCB drilling fixture
(ɓ၇PCBՈ)
Utility
Model
Compan
y PRC ZL201621473219.4 December 30,
2016
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-20 –


--- page 520 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
117. A self-contained
management system based
on 2D code tracing
(ٙ
І˴၍ଣӻ୕)
Utility
Model
Company PRC ZL201621473682.9 December 30,
2016
118. A PCB break-proof plate
milling slot (ɓ၇PCBԣᓙ
პᒜᅻ)
Utility
Model
Company PRC ZL201620398636.0 May 5, 2016
119. A device that prevents
vacuum etching of line
teeth (႙Ս
ༀໄ)
Utility
Model
Company PRC ZL201620398621.4 May 5, 2016
120. A PCB board inner layer
production process
(ɓ၇PCBʫᄴ͛ପ
ʈᖵ)
Invention Huangshi
Delton
PRC ZL202011245860.3 November 10,
2020
121. A method of designing
a PCB board’s
daughter board in
a pinch-to-alignment
process (ɓ၇PCBٙؐ
ࠇ
ج)
Invention Huangshi
Delton
PRC ZL202010293818.2 April 15, 2020
122. A storage structure for the
board storage machine
(׳
ഐ࿴)
Utility
Model
Huangshi
Delton
PRC ZL202121077987.9 May 19, 2021
123. A regenerative unit used to
extend the life of the acid
washing tank in the PCB
plant (ڗַ׵PCB
ٙ
Ύ͛ༀໄ)
Utility
Model
Huangshi
Delton
PRC ZL202120524111.8 March 12,
2021
124. A PCB board storage
machine (ɓ၇PCBؐ
ዚ)
Utility
Model
Huangshi
Delton
PRC ZL202022998152.9 December 14,
2020
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-21 –


--- page 521 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
125. A reversible type of
temporary storage cooler
(όᅲπ
ዚ)
Utility
Model
Huangshi
Delton
PRC ZL202022998153.3 December 14,
2020
126. A PCB board plug mesh and
screen printer (ɓ၇PCBؐ
ձകΙዚ)
Utility
Model
Huangshi
Delton
PRC ZL202022568523.X November 9,
2020
127. A universal air guide plate
(ؐ)
Utility
Model
Huangshi
Delton
PRC ZL202022187324.4 September 29,
2020
128. A bolted structure and PCB
fixing frame using it
(ഐ࿴ʿԴ͜
ٙPCBݖ֛࣪)
Utility
Model
Huangshi
Delton
PRC ZL202020416727.9 March 27,
2020
129. An automatic guided
transport device that
cancels the load plate
(Іਗኬ
ˏ༶፩ༀໄ)
Utility
Model
Huangshi
Delton
PRC ZL201922251576.6 December 16,
2019
130. Method, electronics and
storage medium for
automatic calculation of
back drill depth (ၑ
eཥɿ
ண௪ʿπᎷʧሯ)
Invention Company PRC ZL202110225469.5 March 1, 2021
131. Based on ERP system to
achieve PCB water
analysis and regulation
methods, electronic
equipment and storage
media (׵ERPӻ୕ྼତ
PCBʿሜື˙
eཥɿண௪ʿπᎷʧሯ)
Invention Company PRC ZL202110279623.7 March 16,
2021
132. A method for improving
open hole alignment and
multi-layer PCB boards
(˙
ձεᄴPCBؐ)
Invention Company PRC ZL202110384921.2 April 9, 2021
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-22 –


--- page 522 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
133. A board preparation method
and board (Ⴁ
ؐ)
Invention Company PRC ZL202111135688.0 September 27,
2021
134. A signal transmission for
drilling machine depth
control and the drill rig it
forms (᝝ґછଉ
໮ෂ፩ༀໄʿՉҖϓ
᝝ґ)
Utility
Model
Dongguan
Delton
PRC ZL202221825232.7 July 15, 2022
135. A type of fusing auxiliary
structure in a PCB core
board (ɓ၇PCBٙ
ᆠအႾпഐ࿴)
Utility
Model
Company PRC ZL202221825234.6 July 15, 2022
136. A type of inner hole puncher
belt mount and inner hole
puncher (ɓ၇ʫᄴәˆዚ
ʿʫᄴәˆዚ)
Utility
Model
Company PRC ZL202221849617.7 July 18, 2022
137. Rotate the clip-out structure
(ૅᔷකѰഐ࿴)
Utility
Model
Company PRC ZL202222320847.0 September 1,
2022
138. An opening tool
(ɓ၇කႊʈՈ)
Utility
Model
Company PRC ZL202222334848.0 September 2,
2022
139. A transmission device and
inner etch production line
for inner etch production
lines (ʫᄴ႙Ս
ෂ፩ༀໄʿʫᄴ
႙Ս͛ପᇞ)
Utility
Model
Company PRC ZL202222494072.9 September 19,
2022
140. A corrosion protection
device for galvanized
flying bars (ˋ
ԣၵༀໄ)
Utility
Model
Company PRC ZL202222474888.5 September 19,
2022
141. A guide that automatically
adjusts the pressure and
the crane it forms
(ኬΣ
ዚ)
Utility
Model
Company PRC ZL202222537545.9 September 23,
2022
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-23 –


--- page 523 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
142. Float mechanism (ዚ࿴) Utility
Model
Company PRC ZL202222713523.3 October 14,
2022
143. High pressure water pump
oil seal installer (ݿ
τༀ͜Ո)
Utility
Model
Company PRC ZL202223000751.2 November 10,
2022
144. Quick-remove wear link
(ጋஹൿ΁)
Utility
Model
Company
and
Huangshi
Delton
PRC ZL202223577093.3 December 30,
2022
145. PCB Anti-Wipe Dryer
Structure (PCBڀ
ञ৻ዚ࿴)
Utility
Model
Company PRC ZL202320731827.4 April 6, 2023
146. A printed circuit board test
set and printed circuit
board system
(಻༊ༀໄ
ӻ୕)
Utility
Model
Company PRC ZL202221972575.6 July 28, 2022
147. An access device for online
repair of the PCB board
and how to access it
(ଣPCBᏨ
ج)
Invention Huangshi
Delton
PRC ZL202010327171.0 April 23, 2020
148. A processing method for the
slot of the edge card
(ٙ
ج)
Invention Company PRC ZL202110996229.5 August 27,
2021
149. PCB production line with
spray pipe installation
structure and sprinkler
equipment (PCB͛ପᇞ͜
ᄝ၍τༀഐ࿴ʿᄝ૸ண௪)
Utility
Model
Company PRC ZL202223325066.7 December 12,
2022
150. A PCB test board for
automotive materials
(ٙࣘ
PCBؐ)
Utility
Model
Company
and
Huangshi
Delton
PRC ZL202223577116.0 December 30,
2022
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-24 –


--- page 524 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
151. Fusing module (ᆠအᅼଡ଼) Utility
Model
Company PRC ZL202320691340.8 March 31,
2023
152. A PCB substrate structure
(ɓ၇PCBഐ࿴)
Utility
Model
Company PRC ZL202320286235.6 February 22,
2023
153. A exhaust tower sprinkler
pump suction port filter
and sprinkler pump
(іɝɹ
ݿ)
Utility
Model
Company PRC ZL202320319590.9 February 23,
2023
154. A multi-layer PCB
(ؐ)
Utility
Model
Company PRC ZL202321142529.8 May 11, 2023
155. Plated hanging board clamps
and plated fly target
clamps for PCB boards
(׵PCBؐ
ཪѰՈ)
Utility
Model
Company PRC ZL202321155877.9 May 15, 2023
156. A PCB product that contains
an OCP connector
(ɓ၇̍ўOCPٙ
PCBۜ)
Utility
Model
Company PRC ZL202321205226.6 May 18, 2023
157. For PCB board engraving
fixture and engraving
machine (׵PCBᎉՍ
ༀໄʿᎉՍዚ)
Utility
Model
Company PRC ZL202321254014.7 May 23, 2023
158. Split anti-stare pin
(ʱ᜗όԣьቖ৥)
Utility
Model
Dongguan
Delton
PRC ZL202320961961.3 April 25, 2023
159. PCB Impedance General
Purpose Probe and
Impedance Test Set
(PCBҤஷ͜ઞ᎘ʿ
Ҥ಻༊ༀໄ)
Utility
Model
Company PRC ZL202320392987.0 March 6, 2023
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-25 –


--- page 525 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
160. A handling and placement
component that prevents
warping of the sheet
(ٙ
ໄʩ΁)
Utility
Model
Company PRC ZL202320686972.5 March 31,
2023
161. A type of driller foot and
drill (ɓ၇᝝ˆዚᏀɢ໔ʿ
᝝ˆዚ)
Utility
Model
Dongguan
Delton
PRC ZL202320999276.X April 27, 2023
162. Water saving device for OSP
horizontal copper wire
protection and OSP
horizontal copper wire
protection (OSP˥๟ᚐზ
ື˥ༀໄʿOSP˥๟
ᚐზᇞ)
Utility
Model
Company PRC ZL202321254844.X May 23, 2023
163. A PCB product placement
mold and the resulting
cleaning device
(ɓ၇PCBໄᅼՈ
ༀໄ)
Utility
Model
Company PRC ZL202321560650.2 June 19, 2023
164. A type of thermal press that
controls the components of
the press and the thermal
press that it forms
(છՓʩ΁ʿ
ᆠᏀዚ)
Utility
Model
Company PRC ZL202321561598.2 June 19, 2023
165. Anti-trailing film wrinkle
film guiding structure and
film machine (҈ᇫᆴ
іᇫኬΣഐ࿴ʿ൨ᇫዚ)
Utility
Model
Company PRC ZL202321563549.2 June 19, 2023
166. The silkscreen sensor
improves the mounting
structure (കΙዚชᏐኜ
ҷආτༀഐ࿴)
Utility
Model
Company PRC ZL202321564070.0 June 19, 2023
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-26 –


--- page 526 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
167. A type of core plate used for
the thermal structure of
the core plate and its
formation (ؐڃ׵
ٙ
ؐڃ)
Utility
Model
Company PRC ZL202321629151.4 June 26, 2023
168. An HDI board-to-hole smart
anti-stare method and HDI
board (ɓ၇HDI࿁Зˆ
ʿHDIؐ)
Invention Huangshi
Delton
PRC ZL202111646406.3 December 29,
2021
169. An OSP processing line
(ɓ၇OSPஈଣ͛ପᇞ)
Utility
Model
Company PRC ZL202321000413.0 April 27, 2023
170. A PCB laser drilling
accuracy test device and
method (ɓ၇PCB᝝
ج)
Invention Company PRC ZL201910731791.8 August 8,
2019
171. A fully inkjet manufacturing
method for circuit boards
(ΌᄝኈႡி
ج)
Invention Company PRC ZL201910731799.4 August 8,
2019
172. An AOI rapid test method
and rapid test system
(ɓ၇AOIʿ
Ҟ஺Ꮸ಻ӻ୕)
Invention Company PRC ZL202011529747.8 December 22,
2020
173. A PCB board CAF test
module design method
(ɓ၇PCBؐCAF಻༊ᅼଡ଼
ج)
Invention Company PRC ZL202110001210.2 January 4,
2021
174. Method, electronic device
and storage medium for
automatic preparation of
impedance test files
(˙
eཥɿண௪ʿπᎷʧሯ)
Invention Company PRC ZL202110224783.1 March 1, 2021
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-27 –


--- page 527 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
175. A method of making a gold
finger board (ܸ
ج)
Invention Company PRC ZL202111291995.8 November 2,
2021
176. A method of warpage control
for PCBs (ɓ၇PCBᔔϜ
ج)
Invention Company PRC ZL202111679654.8 December 31,
2021
177. A PCB board short slotted
hole drilling process
(ɓ၇PCB೵ᅻˆ᝝ˆ
ʈᖵ)
Invention Dongguan
Delton
PRC ZL202210459125.5 April 27, 2022
178. A film unit and the forming
of film machine and film
method (ɓ၇൨ᇫఊʩʿ
ج)
Invention Company PRC ZL202210439436.5 April 25, 2022
179. A copper plating method for
VCP wire preparation of
printed circuit boards
(ɓ၇VCPᇞႡ௪ΙႡᇞ༩
ج)
Invention Company PRC ZL202210612913.3 May 31, 2022
180. A preparation method for
PCB straight graphics
boards for mini LEDs
(׵mini LEDٙPCB
ج)
Invention Company PRC ZL202210912371.1 July 29, 2022
181. Finishing method of gold
finger leads (ˏᇞ
ج)
Invention Dongguan
Delton
PRC ZL202211305831.0 October 24,
2022
182. A reminder device based on
the ladder price period
(ٙݬࣛ
౤ͪༀໄ)
Utility
Model
Company PRC ZL202320326300.3 February 27,
2023
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-28 –


--- page 528 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
183. A water-saving cleaning
device in an OSP copper
shield and an OSP copper
shield (ɓ၇OSPᚐზᇞʕ
ༀໄʿOSPᚐ
ზᇞ)
Utility
Model
Company PRC ZL202320801950.9 April 12, 2023
184. Improves the bubbling edge
structure in the fusion
position (ҷഛအΥЗʩ
ᗙഐ࿴)
Utility
Model
Company PRC ZL202321964003.8 July 25, 2023
185. Chemical sinking copper
production line gas roof
structure of circuit board
(ʷኪӐზ͛ପᇞं
௟ഐ࿴)
Utility
Model
Company PRC ZL202322029294.8 July 31, 2023
186. An iron-absorbing cooling
device for volcanic ash
equipment (˦ʆ
ༀໄ)
Utility
Model
Company PRC ZL202322031856.2 July 31, 2023
187. Spray-on washable structure
for controlling the copper
ion content of VCP
gold-plated wire cylinders
(၍છ VCPږ
࿁ᄝό
ഐ࿴)
Utility
Model
Company PRC ZL202322270435.5 August 23,
2023
188. A transfer mechanism that
prevents the core board
card (ٙؐ
ෂ፩ༀໄ)
Utility
Model
Company
and
Huangshi
Delton
PRC ZL202322457682.6 September 11,
2023
189. A PCB board flip mechanism
(ɓ၇PCBᔕᔷዚ࿴)
Utility
Model
Company PRC ZL202322619933.6 September 26,
2023
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-29 –


--- page 529 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
190. A pallet-down device for
easy first-board pick-up
(ؐ
ༀໄ)
Utility
Model
Company PRC ZL202322880884.1 October 26,
2023
191. A PCB back hole quality
non-destructive inspection
and defect determination
method (ɓ၇PCB᝝
ሯೌฦᏨ಻ၾॹ௘к
ج)
Invention Company PRC ZL202311549514.8 November 21,
2023
192. A rigid flexing plate
(ؐ)
Utility
Model
Company PRC ZL202323133063.8 November 20,
2023
193. Tool changer for bevel
machine (ુᗙዚІਗ
౬ɠༀໄ)
Utility
Model
Dongguan
Delton
PRC ZL202323172486.0 November 23,
2023
194. A transporter
(ɓ၇༶ᔷ༱Ո)
Utility
Model
Company PRC ZL202323509879.6 December 22,
2023
195. Solder-plug hole spacer plate
(ؐ)
Utility
Model
Company PRC ZL202420351476.9 February 26,
2024
196. A method of laser
pre-guidance and
mechanical drilling
(ཫኬձ
ج)
Invention Company PRC ZL202410353636.8 March 27,
2024
197. A laser processing system
and a laser processing
method for metal plating
of the pore wall
(̋ʈӻ୕ձˆኣ
ج)
Invention Company PRC ZL202410530235.5 April 29, 2024
198. A PCB Bias Detection
Method (ɓ၇PCB਋ˆ
ج)
Invention Company PRC ZL202411132189.X August 19,
2024
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-30 –


--- page 530 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
199. Engineering drawing
management system,
management methods,
computer equipment,
media and terminals
(ʈ೻ྡॷ၍ଣӻ୕e
eཥ໘ண௪e
ʧሯʿ୞၌)
Invention Huangshi
Delton
PRC ZL202011318618.4 November 23,
2020
200. A design method for
asymmetric stack PCB
boards and PCB boards
(ɓ၇ʔ࿁၈ᛌ࿴PCBٙؐ
ʿPCBؐ)
Invention Company PRC ZL202210375200.X April 11, 2022
201. Copper wrinkle-proof PCB
boards and PCB boards
(PCBԣზᆴ
ʈᖵ˸ʿPCBؐ)
Invention Company PRC ZL202211272033.2 October 18,
2022
202. A method of treating the
copper surface inside a
printed circuit board
(ڌ
ج)
Invention Company PRC ZL202211615035.7 December 14,
2022
203. A method for improving
backdrill mapping
efficiency, a computer
storage medium, and a
backdrill machine (ɓ၇
᝝ mappingٙ
ၑዚπᎷʧሯձ
᝝ዚ)
Invention Company,
Huangshi
Delton
PRC ZL202211731912.7 December 30,
2022
204. Suspended sample delivery
anti-splashing device
(ᘔओό৔ᅵԣᓫༀໄ)
Utility
Model
Company PRC ZL202420190314.1 January 26,
2024
205. Auxiliary device for vertical
tin spraying of circuit
boards (ᄝ
Ⴞпༀໄ)
Utility
Model
Company PRC ZL202420615108.0 March 28,
2024
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-31 –


--- page 531 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
206. Gantry wire-plated float
(ݖ)
Utility
Model
Company PRC ZL202420717673.8 April 9, 2024
207. A circuit board (ؐUtility
Model
Company PRC ZL202420797783.X April 17, 2024
208. A method of making
back-drilled resin plug
holes and non-resin plug
circuit boards (᝝ዓ
ዓই෦ˆᇞ༩
ج)
Invention Company PRC ZL202411132235.6 August 19,
2024
209. A low pressure sprayer oven
that uses an inductive
positioning mechanism
and a sprayer oven
(ɓ၇ЭᏀᄝ෩ዚटᇌ͜ช
Зዚ࿴ʿᄝ෩ዚटᇌ)
Utility
Model
Company PRC ZL202323665086.3 December 29,
2023
210. Brush head and tool
(෩Տ᎘ʿ෩ՏʈՈ)
Utility
Model
Company PRC ZL202420190269.X January 26,
2024
211. A method of preparing blind
slots in PTFE high
frequency circuit boards
(ɓ၇PTFEʕ
ج)
Invention Dongguan
Delton
PRC ZL202211079129.7 September 5,
2022
212. Back-drilling process for
circuit board through
holes, back-drilling
machine and circuit board
(᝝̋ʈ
᝝̋ʈༀໄʿ
ؐ)
Invention Company PRC ZL202310008227.X January 4,
2023
213. A method of rework where
the dry film of the PCB
board is poor (ɓ၇PCBؐ
ج)
Invention Company PRC ZL202210720535.0 June 23, 2022
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-32 –


--- page 532 ---
No. Patent Patent type Patentee
Place of
registration Patent number
Registration
date
214. A transmission device for
horizontal copper sinking
wire and the horizontal
copper sinking wire it
forms (ٙ
˥๟
Ӑზᇞ)
Utility
Model
Company PRC ZL202420847708.X April 23, 2024
215. An adhesive dust device used
to clean the core plate
(ආБ૶ଣ
ῡྡྷༀໄ)
Utility
Model
Company PRC ZL202420627843.3 March 29,
2024
216. A multi-layer board structure
that facilitates
measurement of deflation
(ٙ
ഐ࿴)
Utility
Model
Company PRC ZL202421210294.6 May 30, 2024
217. A display (ɓ၇ᜑͪ࿇) Utility
Model
Huangshi
Delton
PRC ZL202421331440.0 June 12, 2024
218. A testing module for a
conductive anode wire
(಻༊
ᅼ෯)
Utility
Model
Company PRC ZL202421758009.4 July 23, 2024
219. A circuit board and an
electronic device
(ձཥɿண௪)
Utility
Model
Company PRC ZL202421801649.9 July 29, 2024
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-33 –


--- page 533 ---
(c) Domain Name
As of the Latest Practicable Date, we had registered the following domain
name which we consider to be material in relation to our business:
No. Domain name Registrant Expiry date
1. delton.com.cn Company December 28, 2031
(d) Copyright
No. Copyright name Registrant
Registration
number Registration date
1. Delton Quotation
Management
System V1.0
Company 2025SR0896631 May 29, 2025
Save as aforesaid, as of the Latest Practicable Date, there were no other
trademarks, patents or other intellectual or industrial property rights which we
consider to be material in relation to our business.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-34 –


--- page 534 ---
C. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL
SHAREHOLDERS
1. Disclosure of Interests
(a) Interests of our Directors and chief executive
Immediately following the completion of the Global Offering (assuming no
other changes are made to the issued share capital of our Company between the
Latest Practicable Date and the Listing), the interests or short positions of our
Directors and chief executive in the shares, underlying shares and debentures of our
Company or our associated corporations (within the meaning of Part XV of the
SFO) which will have to be notified to our Company and the Stock Exchange
pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short
positions which they are taken or deemed to have under such provisions of the SFO)
or which will be required, pursuant to section 352 of the SFO, to be entered in the
register referred to therein, or which will be required, pursuant to the Model Code
for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3
to the Listing Rules, to be notified to our Company and the Stock Exchange, once
the H Shares are listed, are set out below:
(i) Interest in our Company
Name of Director or
chief executive Nature of interest (1)
Number and
class of Shares or
underlying
Shares held
Shareholding in
total issued share
capital upon
completion of the
Global Offering (2)
Mr. Xiao (3)(4)(5)(6) .... Interest in controlled
corporation
228,808,321
A Shares
48.43%
Ms. Liu (6) ........ Interest of spouse 228,808,321
A Shares
48.43%
Ms. Zeng Hong (7) .... Interest in controlled
corporation
43,249,099
A Shares
9.15%
Notes:
(1) All interests stated above are long positions.
(2) The calculation is based on the total number of 426,446,482 A Shares in issue
immediately following the completion of the Global Offering (assuming no other
changes are made to the issued share capital of our Company between the Latest
Practicable Date and the Listing).
(3) As of the Latest Practicable Date, Zhenyun Investment was held as to 99.90% by
Mr. Xiao. By virtue of the SFO, Mr. Xiao is deemed to be interested in the Shares
held by Zhenyun Investment.
(4) As of the Latest Practicable Date, the general partner of Guangsheng Investment
was Mr. Xiao. By virtue of the SFO, Mr. Xiao is deemed to be interested in the
Shares held by Guangsheng Investment.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-35 –


--- page 535 ---
(5) As of the Latest Practicable Date, the general partner of Guangcai Investment was
Mr. Xiao. By virtue of the SFO, Mr. Xiao is deemed to be interested in the Shares
held by Guangcai Investment.
(6) Mr. Xiao and Ms. Liu are spouses. By virtue of the SFO, they are deemed to be
interested in the Shares held by each other.
(7) As of the Latest Practicable Date, the general partner of Guangxie Investment was
Ms. Zeng Hong, our executive Director and general manager. By virtue of the SFO,
Ms. Zeng is deemed to be interested in the Shares held by Guangxie Investment.
(ii) Interest in our associated corporations
So far as our Directors are aware, immediately following the completion
of the Global Offering, no Directors or the chief executive will, directly or
indirectly, be interested in the shares or underlying shares of the associated
corporations of our Company.
(b) Interests of our substantial Shareholders
Save as disclosed in “Substantial Shareholders” in this Prospectus and above,
our Directors are not aware of any person (other than a Director or chief executive
of our Company), immediately following the completion of the Global Offering
(assuming no other changes are made to the issued share capital of our Company
between the Latest Practicable Date and the Listing), who will have an interest or a
short position in the shares or underlying shares of our Company which would fall
to be disclosed to our Company 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
issued voting shares of any other member of our Group any other member of our
Group.
2. Particulars of Directors’ Service Contracts
We have entered into a service contract with each of our Directors. Save as
disclosed above, none of our Directors has entered, or has proposed to enter, any service
contracts with any member of our Group (other than contracts expiring or determinable
by the employer within one year without the payment of compensation (other than
statutory compensation)).
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-36 –


--- page 536 ---
3. Directors’ Remuneration
The aggregate remuneration paid and benefits in kind granted to our Directors by
our Group in respect of the last completed financial year, being year ended December 31,
2024, was RMB4.2 million. For details of our Directors’ emoluments during the Track
Record Period, see Note 8 to the Accountants’ Report in Appendix I to this Prospectus.
Under the arrangements in force at the date of this Prospectus, we estimate the
aggregate remuneration payable to, and benefits in kind receivable by, our Directors by
our Group in respect of the year ending December 31, 2025 to be approximately RMB6.7
million.
D. OUR INCENTIVE SCHEMES
1. 2024 Restricted Share Incentive Plan
Our Company adopted the 2024 Restricted Share Incentive Plan on October 17,
2024. The following is a summary of the principal terms of the 2024 Restricted Share
Incentive Plan. The terms of 2024 Restricted Share Incentive Plan are not subject to the
relevant provisions of Chapter 17 of the Listing Rules as the 2024 Restricted Share
Incentive Plan does not involve any grant of restricted Shares by our Company after our
Listing.
(a) Purpose of the plan
The purpose of the 2024 Restricted Share Incentive Plan is to further enhance
our Company’s long-term incentive mechanism and to attract, retain top talent and
effectively motivate our employees. The 2024 Restricted Share Incentive Plan is
implemented to align the interests of our Shareholders with that of our Company
and our core employees, which will benefit the long-term development of our
Group by striking a balance between contribution and reward, while safeguarding
our Shareholders’ interests.
(b) Administration
The 2024 Restricted Share Incentive Plan is subject to the approval of the
Shareholders’ meetings, administration by the Board and supervision by the board
of supervisors and the independent Directors of our Company.
(c) Participants
The eligible participants of the 2024 Restricted Share Incentive Plan include
mid-level management members, key personnels and high-potential employees of
our Company (including our subsidiaries), and exclude independent Directors,
supervisors, Shareholders or actual controllers who individually or collectively
hold 5% or more of our Shares, and their respective spouses, parents, and children.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-37 –


--- page 537 ---
(d) Source and maximum number of Shares
The Shares underlying the 2024 Restricted Share Incentive Plan shall be A
Shares issued by the Company or repurchased from secondary market. The
maximum number of restricted Shares that can be granted under the 2024
Restricted Share Incentive Plan is 3,800,000.
(e) Date of grant and term of the plan
The date on which the restricted Shares are granted shall be determined by the
Board within 60 days from the date of approval of the 2024 Restricted Share
Incentive Plan by Shareholders’ meeting. The grant of restricted Shares is subject
to the approval of the Board and shall be registered and announced within 60 days
after approval of the 2024 Restricted Share Incentive Plan by Shareholders’
meeting. The 2024 Restricted Share Incentive Plan will be effective from the date
of completion of the grant of restricted Shares under such plan until the date on
which the restricted Shares granted under such plan are no longer subject to any
lock-up or have been repurchased and canceled, provided that the term of the 2024
Restricted Share Incentive Plan shall not exceed 54 months.
(f) Lock-up for Directors and senior management
If the grantee is a Director or a senior management of our Company: (i) during
their employment with our Company, the Shares to be transferred by him/her in
each year shall not exceed 25% of the total Shares he or she holds; (ii) no Share
held by such Director or senior management can be transferred within six months
after termination of his or her employment with our Company; (iii) income gained
through sale of Shares within six months of the purchase or purchase of Shares
within six months of the sale shall belong to our Company and will be forfeited by
the Board; and (iv) if there is any change in the applicable laws and regulations on
the foregoing lock-up requirements, the grantee shall comply with such amended
laws and regulations.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-38 –


--- page 538 ---
(g) Conditions to the grant
The restricted Shares under the 2024 Restricted Share Incentive Plan will only
be granted to selected participants if the following conditions are met:
(i) The following circumstances have not occurred with respect to our
Company: (a) an audit report with an adverse opinion or a disclaimer of
opinion has been issued by the certified public accountant with respect
to our Company’s accountant’s report for the most recent fiscal year;
(b) an audit report with an adverse opinion or a disclaimer of opinion has
been issued by the certified public accountant with respect to the internal
control of the financial report for the most recent fiscal year; (c) our
Company has not distributed dividends in accordance with the laws and
regulations, our Articles of Association or our public commitment within
the last 36 months after its listing; (d) applicable laws and regulations
prohibit the implementation of share incentive; or (e) any other
circumstances as determined by the CSRC; and
(ii) with respect to a grantee, none of the following circumstances having
occurred: (a) the grantee has been regarded as an inappropriate person by
the stock exchange within the last 12 months; (b) the grantee has been
regarded as an inappropriate person by the CSRC and its local office
within the last 12 months; (c) the grantee has received administrative
penalty or been prohibited from entering into the securities market by
the CSRC and its local office due to material non-compliance with
applicable laws and regulations within the last 12 months; (d) the
grantee is not qualified to serve as a director or senior management
according to the PRC Company Law; (e) the grantee is prohibited from
participating in any share incentive of listed companies according to
applicable laws and regulations; or (f) any other circumstances as
determined by the CSRC.
(h) Unlocking and vesting of restricted Shares
During the lock-up period, the restricted Shares granted to the grantee shall
not be transferred or used as guarantee or for repayment of debt. In addition, the
restricted Shares will only be unlocked when (i) the conditions set out under
paragraph (g) above are fulfilled and (ii) the annual assessment and performance
targets as set out under the 2024 Restricted Share Incentive Plan are achieved.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-39 –


--- page 539 ---
In respect of non-special grants, the restricted Shares will be unlocked after
the lock-up period in accordance with the unlocking schedule as set out in the 2024
Restricted Share Incentive Plan as follows: (i) unlocked in tranches of 40% during
the unlocking period that occurs between the first trading day after expiration of 12
months from the date of grant and the last trading day after expiration of 24 months
from the date of grant; (ii) unlocked in tranches of 30% during the unlocking period
that occurs between the first trading day after expiration of 24 months from the date
of grant and the last trading day after expiration of 36 months from the date of
grant; and (iii) unlocked in tranches of 30% during the unlocking period that occurs
between the first trading day after expiration of 36 months from the date of grant
and the last trading day after expiration of 48 months from the date of grant.
In respect of special grants, the restricted Shares will be unlocked after the
lock-up period in accordance with the unlocking schedule as set out in the 2024
Restricted Share Incentive Plan as follows: (i) unlocked in tranches of 40% during
the unlocking period that occurs between the first trading day after expiration of 18
months from the date of grant and the last trading day after expiration of 30 months
from the date of grant; (ii) unlocked in tranches of 30% during the unlocking period
that occurs between the first trading day after expiration of 30 months from the date
of grant and the last trading day after expiration of 42 months from the date of
grant; and (iii) unlocked in tranches of 30% during the unlocking period that occurs
between the first trading day after expiration of 42 months from the date of grant
and the last trading day after expiration of 54 months from the date of grant.
Each of the grantees is required to pay a grant price of RMB17.39 per Share to
purchase the A Shares from our Company upon fulfillment of all conditions in
respect of the restricted Shares.
The number of restricted Shares granted and/or the grant prices will be
adjusted upon the occurrence of certain events, including increase in the share
capital by way of capitalization of capital reserves, distribution of dividends,
subdivision of shares, placing etc. Our Company may repurchase the restricted
Shares upon the occurrence of certain events set forth in the 2024 Restricted Share
Incentive Plan (including but not limited to where there is a change in the grantee’s
position or termination of his/her employment). Pursuant to the price adjustment
mechanism and other terms and conditions as set forth in the 2024 Restricted Share
Incentive Plan, the price payable by our Company for the repurchases of restricted
Shares shall be equivalent to the grant price of the relevant restricted Shares.
(i) Dividend and voting rights
Prior to the unlocking of the restricted Shares, the restricted Shares (including
the right to receive dividends and right to vote) shall be locked. Upon registration
of transfer of the A Shares by our Company, the grantees of restricted Shares will be
entitled to exercise the right of Shareholders, including but not limited to the right
to receive dividends and voting rights.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-40 –


--- page 540 ---
(j) Outstanding Restricted A Shares
As of the Latest Practicable Date, the number of outstanding Restricted A
Shares granted under the 2024 Restricted Share Incentive Plan was 2,448,500,
representing approximately 0.51% of our total issued Shares immediately
following the completion of the Listing (assuming no other changes are made to the
issued share capital of our Company between the Latest Practicable Date and the
Listing):
The following table sets forth the number of outstanding restricted Shares
granted to Directors, senior management or connected persons of our Company
under the 2024 Restricted Share Incentive Plan as of the Latest Practicable Date:
Name of grantee
Position in
our Company Date of grant
Number of
outstanding
Restricted
A Shares Grant Price
Unlocking
period
Approximate
percentage of
total issued
Shares
immediately
after completion
of the Global
Offering (1)
Connected persons
Mr. Zeng Zhijun . . . Director of
Thailand
Delton
November 14,
2024
36,000 RMB17.39 Note 2 0.01%
Notes:
(1) The calculation is based on the assumption that no other changes are made to the issued share
capital of our Company between the Latest Practicable Date and the Listing.
(2) 40%, 30% and 30% of the restricted Shares granted to Mr. Zeng Zhijun will be unlocked in the
three vesting periods occurring between the first trading date after 12 months from the date of
grant and the last trading day up to 48 months from the date of grant.
As of the Latest Practicable Date, 24,000 restricted A Shares (being 40% of
the grant) have been unlocked and 36,000 restricted A Shares remained outstanding
and subject to the lock-up restrictions.
2. 2024 Share Option Incentive Plan
Our Company adopted the 2024 Share Option Incentive Plan on October 17, 2024.
The following is a summary of the principal terms of the 2024 Share Option Incentive
Plan. The terms of 2024 Share Option Incentive Plan are not subject to the relevant
provisions of Chapter 17 of the Listing Rules as the 2024 Share Option Incentive Plan
does not involve any grant of share options by our Company after our Listing.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-41 –


--- page 541 ---
(a) Purpose of the plan
The purpose of the 2024 Share Option Incentive Plan is to further enhance our
Company’s long-term incentive mechanism and to attract, retain top talent and
effectively motivate our employees. The 2024 Share Option Incentive Plan is
implemented to align the interests of our Shareholders with that of our Company
and our core employees, which will benefit the long-term development of our
Group by striking a balance between contribution and reward, while safeguarding
our Shareholders’ interests.
(b) Administration of the plan
The 2024 Share Option Incentive Plan is subject to the approval of the
Shareholders’ meetings, administration by the Board and supervision by the board
of supervisors and the independent Directors of our Company.
(c) Participants of the plan
The eligible participants of the 2024 Share Option Incentive Plan include
mid-level management members, key personnels and high-potential employees of
our Company (including our subsidiaries), and exclude independent Directors,
supervisors, Shareholders or actual controllers who individually or collectively
hold 5% or more of our Shares, and their respective spouses, parents, and children.
(d) Source and maximum number of options
The Shares underlying the options to be granted under the 2024 Share Option
Incentive Plan shall be A Shares issued by the Company. Each option granted
represents the right to purchase one A Share within the exercise period at the
exercise price. The maximum number of options that can be granted under the 2024
Share Option Incentive Plan is 3,800,000.
(e) Date of grant and duration of the plan
The first grant of options to the participants shall be determined, announced
and registered within 60 days upon approval of the 2024 Share Option Incentive
Plan by the Shareholders’ meeting. The participants for the grant of reserved
options shall be specified within 12 months upon approval of the 2024 Share
Option Incentive Plan by the Shareholders’ meeting, otherwise the reserved options
shall become invalid. The options under 2024 Share Option Incentive Plan shall be
valid from the date of the first grant of the options until all such options granted to
the participants are fully exercised or canceled, provided that the term of the 2024
Share Option Incentive Plan shall not exceed 54 months.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-42 –


--- page 542 ---
(f) Conditions to the grant of options
The share options under the 2024 Share Option Incentive Plan will only be
granted to selected participants if the following conditions are met:
(i) The following circumstances have not occurred with respect to our
Company: (a) an audit report with an adverse opinion or a disclaimer of
opinion has been issued by the certified public accountant with respect
to our Company’s accountant’s report for the most recent fiscal year;
(b) an audit report with an adverse opinion or a disclaimer of opinion has
been issued by the certified public accountant with respect to the internal
control of the financial report for the most recent fiscal year; (c) our
Company has not distributed dividends in accordance with the laws and
regulations, our Articles of Association or our public commitment within
the last 36 months after its listing; (d) applicable laws and regulations
prohibit the implementation of share incentive; or (e) any other
circumstances as determined by the CSRC; and
(ii) with respect to a grantee, none of the following circumstances having
occurred: (a) the grantee has been regarded as an inappropriate person by
the stock exchange within the last 12 months; (b) the grantee has been
regarded as an inappropriate person by the CSRC and its local office
within the last 12 months; (c) the grantee has received administrative
penalty or been prohibited from entering into the securities market by
the CSRC and its local office due to material non-compliance with
applicable laws and regulations within the last 12 months; (d) the
grantee is not qualified to serve as a director or senior management
according to the PRC Company Law; (e) the grantee is prohibited from
participating in any share incentive of listed companies according to
applicable laws and regulations; or (f) any other circumstances as
determined by the CSRC.
No consideration is payable for the options granted under the 2024 Share
Option Incentive Plan.
(g) Exercise of options
Options may be exercised by a grantee provided that (1) the conditions set out
under paragraph (f) above are still satisfied during the exercise period; and
(2) corporate-level performance evaluation, business unit and subsidiary-level
performance evaluation, and individual-level performance evaluation as set out
under the 2024 Share Option Incentive Plan are satisfied. The number of options
granted and the exercise prices will be adjusted upon the occurrence of certain
events, including increase in the share capital by way of capitalization of capital
reserves, issue of bonus shares, subdivision and consolidation of shares, share
placing and distribution of dividends.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-43 –


--- page 543 ---
The exercise schedules of the options granted under the 2024 Share Option
Incentive Plan are either: (1) exercisable in tranches of 40%, 30% and 30% in each
of the three 12-month exercise periods that occur between the first trading date
after 12 months from the date of grant and the last trading day up to 48 months from
the date of grant for non-special grants; or (2) exercisable in tranches of 40%, 30%
and 30% in each of the three 12-month exercise periods that occur between the first
trading date after 18 months from the date of grant and the last trading day up to 54
months from the date of grant for special grants.
The exercise of the options granted shall be on a trading day, which shall not
fall within the following periods: (1) 30 days before the publication of annual
report or interim report. If the publication date is delayed for special reasons, the
period shall be 30 days before the original publication date to the actual publication
date; (2) 10 days before the publication of earnings forecast, preliminary earnings
estimate or quarterly report; (3) the period starting from the date of occurrence of
any significant event that may have a material impact on the trading price of the
Shares and its derivatives or the commencement of decision-making process in
respect of such event to the date of announcement of such event; and (4) any other
period stipulated by the CSRC and the Shenzhen Stock Exchange.
The grantees must exercise their options within the exercise period of the
respective options. Upon the expiry of the exercise period, options granted but not
exercised will cease to be exercisable and shall be canceled by the Company.
(h) Outstanding options
As of the Latest Practicable Date, the number of A Shares underlying the
outstanding options granted under the 2024 Share Option Incentive Plan amounted
to 2,605,270 A Shares, representing approximately 0.55% of the issued Shares
immediately following the completion of the Global Offering (assuming no other
changes are made to the issued share capital of our Company between the Latest
Practicable Date and the Listing). As of the Latest Practicable Date, the outstanding
options were held by 284 grantees. Assuming full exercise of all outstanding
options granted under the 2024 Share Option Incentive Plan, the issued and
outstanding shareholding of the Shareholders immediately following completion of
the Global Offering will be diluted by approximately 0.55%. The dilution effect on
our earnings per Share would be approximately 0.55%.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-44 –


--- page 544 ---
The table below sets forth the details of options granted to (i) the grantees who
are Directors, members of senior management or connected persons of our
Company, and (ii) other grantees who have been granted options to subscribe for an
aggregate number of 30,000 or more A Shares under the 2024 Share Option
Incentive Plan which were outstanding as of the Latest Practicable Date:
Name of grantee
Position
in our
Company Date of grant Address
Number of
A Shares
underlying
the
outstanding
options
granted
Exercise
Price
Exercise
period
A Shares
underlying
the options
granted as a
percentage of
total issued
Shares
immediately
after
completion of
the Global
Offering (1)
Connected person
Mr. Zeng
Zhijun .....
Director of
Thailand
Delton
November 14,
2024
Huaping Community
Committee Collective,
No. 5 Xiawan Road,
Gongbei, Xiangzhou
District,
Zhuhai City,
Guangdong Province,
PRC
36,000 RMB35.25 November 14,
2025 to
November 13,
2028
0.01%
Other grantees with options for 30,000 A Shares or more
Mr. Jin Dunquan. . Head of the
manufacturing
department of
our Company
November 14,
2024
Room 603, Building 13,
No. 6 Hubin Road,
Feicui Luzhou,
Xintang Town,
Zengcheng District,
Guangzhou City,
Guangdong Province,
PRC
60,000 RMB35.25 November 14,
2025 to
November 13,
2028
0.01%
Mr. Ji
Chengguang . .
Head of the
manufacturing
engineering
department of
our Company
November 14,
2024
Room 803, Building 25,
Dongguan Polytechnic,
No. 3 Daxue Road,
Songshan Lake,
Dongguan City,
Guangdong Province,
PRC
60,000 RMB35.25 November 14,
2025 to
November 13,
2028
0.01%
Mr. Yang Boren . . Head of the
marketing
center of our
Company
November 14,
2025
Room 1903, Block 4, No. 4
Fengtianyuan Fourth
Street, Yongning Street,
Zengcheng District,
Guangzhou City,
Guangdong Province,
PRC
36,000 RMB35.25 November 14,
2025 to
November 13,
2028
0.01%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-45 –


--- page 545 ---
Name of grantee
Position
in our
Company Date of grant Address
Number of
A Shares
underlying
the
outstanding
options
granted
Exercise
Price
Exercise
period
A Shares
underlying
the options
granted as a
percentage of
total issued
Shares
immediately
after
completion of
the Global
Offering (1)
Mr. Shen Wei . . . Head of the
technical
innovation
department of
our Company
November 14,
2025
301, 22 Baoying
South Road,
Huangpu District,
Guangzhou City,
Guangdong Province,
PRC
40,000 RMB35.25 May 14,
2026 to
May 13,
2029
0.01%
Mr. Shu Hailong . . Head of the
manufacturing
department of
our Company
November 14,
2025
Room 505,
Huilin Apartment,
Huangpu District,
Guangzhou City,
Guangdong Province,
PRC
30,000 RMB35.25 May 14,
2026 to
May 13,
2029
0.01%
Mr. Gao Weihua . . Senior manager
of the
manufacturing
department of
our Company
September 23,
2025
No. 282, Group 8,
Hongxing Village,
Jidian Township,
Xiaochang County,
Xiaogan City,
Hubei Province,
PRC
30,000 RMB35.25 September 23,
2027 to
September
22, 2028
0.01%
Mr. Yang Shaobo . Head of the
quality control
department of
our Company
September 23,
2025
2001, Building 1,
Kaisheng Jingyuan,
Dongcheng Subdistrict,
Dongguan City,
Guangdong Province,
PRC
30,000 RMB35.25 September 23,
2027 to
September
22, 2028
0.01%
Ms. Xie Peizhen . . Head of the
human
resources
department of
our Company
September 23,
2025
1101, 13A Jinghu
Chunxiao,
Dongcheng District,
Dongguan City,
Guangdong Province,
PRC
30,000 RMB35.25 September 23,
2027 to
September
22, 2028
0.01%
Mr. Yang
Changhai ....
Assistant to the
general
manager of our
Company
September 23,
2025
22 Baoying South Road,
Xiagang Subdistrict,
Huangpu District,
Guangzhou City,
Guangdong Province,
PRC
40,000 RMB35.25 September 23,
2027 to
September
22, 2028
0.01%
Note:
(1) The calculation is based on the assumption that no other changes are made to the issued share
capital of our Company between the Latest Practicable Date and the Listing.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-46 –


--- page 546 ---
The table below sets forth the details of options granted to other grantees
(excluding (i) the abovementioned Directors, members of senior management or
connected persons of our Company and (ii) other grantees who have been granted
options to subscribe for an aggregate number of 30,000 or more A Shares which
were outstanding as of the Latest Practicable Date) under the 2024 Share Option
Incentive Plan, categorized by the number of underlying shares, which were
outstanding as of the Latest Practicable Date:
Category by
number of
underlying
A Shares
Number of
grantees Date of grant
Vesting
period Exercise period
Exercise
Price
Number of
A Shares
underlying
the
outstanding
options
granted
A Shares
underlying
the
outstanding
options
granted as a
percentage
of total
issued
Shares
immediately
after
completion
of the Global
Offering (1)
1 to 29,999 . . . 172 November 14,
2024
12 months November 14,
2025 to
November 13,
2028
RMB35.25 1,344,770 0.28%
28 18 months May 14, 2026 to
May 13, 2029
RMB35.25 335,000 0.07%
70 September 23,
2025
12 months September 23,
2027 to
September 22,
2028
RMB35.25 465,000 0.10%
4
(2) November 14,
2024
12 months November 14,
2025 to
November 13,
2028
RMB35.25 28,500 0.01%
September 23,
2025
18 months May 14, 2026 to
May 13, 2029
RMB35.25 40,000 0.01%
Notes:
(1) The calculation is based on the assumption that no other changes are made to the issued share
capital of our Company between the Latest Practicable Date and the Listing.
(2) Four grantees have been granted options on both November 14, 2024 and September 23, 2025.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-47 –


--- page 547 ---
E. OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that no material liability for estate duty would be
likely to fall upon any member of our Group.
2. Litigation
Save as disclosed in this Prospectus and so far as our Directors are aware, no
litigation or claim of material importance is pending or threatened against any member
of our Group.
3. Joint Sponsors
The Joint Sponsors has made an application on our behalf to the Listing Committee
for the listing of, and permission to deal in, the H Shares in issue and to be issued
pursuant to the Global Offering.
As of the Latest Practicable Date, the sponsor group for CITIC Securities (Hong
Kong) Limited held less than 1% of the issued share capital of our Company. Each of the
Joint Sponsors satisfies the independence criteria applicable to sponsors set out in Rule
3A.07 of the Listing Rules. The Joint Sponsors will receive a fee of US$1,000,000 for
acting as sponsors for the Listing.
4. No Material Adverse Change
Our Directors confirm that there has been no material adverse change in the
financial or trading position of our Group since September 30, 2025 (being the date to
which the latest audited consolidated financial statements of our Group were prepared).
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-48 –


--- page 548 ---
5. Qualification and Consent of Experts
This Prospectus contains statements made by the following experts:
Name Qualification
CITIC Securities
(Hong Kong) Limited
A licensed corporation to conduct Type 4
(advising on securities) and Type 6 (advising on
corporate finance) of regulated activities under
the SFO
HSBC Corporate Finance
(Hong Kong) Limited
A licensed corporation to conduct Type 6
(advising on corporate finance) of regulated
activities under the SFO
AllBright Law Offices Qualified PRC lawyers
Ernst & Young Certified public accountants and registered public
interest entity auditor
Frost & Sullivan (Beijing)
Inc., Shanghai Branch Co.
Industry consultant
Starry Law Firm (Thailand)
Co., Ltd.
Legal advisers as to the laws of Thailand to our
Company
As of the Latest Practicable Date, none of the experts named above had any
shareholding in any member of our Group or the right (whether legally enforceable or
not) to subscribe for or to nominate persons to subscribe for securities in any member of
our Group.
The experts named above have each given and have not withdrawn their respective
written consents to the issue of this Prospectus with copies of their reports, letters,
opinions or summaries of opinions (as the case maybe) and references to their names
included in the form and context in which they are respectively included.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-49 –


--- page 549 ---
6. Promoters
Information of our promoters at the time of our Company’s conversion into a joint
stock limited company on June 22, 2020 is as follows:
No. Name
1. Zhenyun Investment
2. Guangxie Investment
3. Guangsheng Investment
4. Guangcai Investment
5. Xinyu Senze Mergers and Acquisitions Investment Management
Partnership (Limited Partnership) ( อቱಌዣԻᒅҳ༟၍ଣΥྫΆุ
Υྫ)
6. Changjiang Securities Innovation Investment (Hubei) Co., Ltd.
(ʮ̡)
7. Guangdong Yueke Zhenyue No. 1 Equity Investment Partnership
(Limited Partnership) (ᛆҳ༟ΥྫΆุ
Υྫ)
8. Ningbo Lijin Equity Investment Partnership (Limited Partnership)
(Υྫ)
9. Shenzhen Talent Innovation Venture No. 2 Equity Investment Fund
Partnership (Limited Partnership) (ᛆ
Υྫ)
10. Guangdong Yueke Shanhua Venture Capital Co., Ltd. (ϭശ
ʮ̡)
11. Shenzhen Baochuang Gongying Industrial Investment Fund Partnership
(Limited Partnership) (ΥྫΆุ
Υྫ)
12. Guangdong Zichen Venture Capital Partnership (Limited Partnership)
(Υྫ)
13. Shanghai Zekai Investment Partnership (Limited Partnership)
(Υྫ)
14. Heying Tongsheng (Wuhan) Enterprise Management Center (Limited
Partnership) (Υྫ)
15. Shenzhen Xiaohe Venture Capital Partnership (Limited Partnership)
(Υྫ)
Save as disclosed in this Prospectus, within the two years immediately preceding
the date of this Prospectus, no cash, securities or other benefit has been paid, allotted or
given nor are any proposed to be paid, allotted or given to the above promoters in
connection with the Global Offering and the related transactions described in this
Prospectus.
7. Preliminary Expenses
We have not incurred any material preliminary expenses for the purpose of the
Listing Rules.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-50 –


--- page 550 ---
8. Binding Effect
This Prospectus shall have the effect, where an application is made in pursuance
hereof, of rendering all persons concerned bound by all of the provisions (other than the
penal provisions) of sections 44A and 44B of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance insofar as applicable.
9. 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).
10. Miscellaneous
(a) Save as disclosed in this Prospectus, within the two years immediately
preceding the date of this Prospectus:
(i) no commissions, discounts, brokerages or other special terms have been
granted in connection with the issue or sale of any capital of any member
of our Group, and no Directors, promoters or experts named in
“— E. Other Information — 5. Qualification and Consent of Experts” in
this section have received any such payment or benefit;
(ii) no capital of any member of our Group has been issued or is proposed to
be issued for cash or issued as fully or partly paid up otherwise than in
cash;
(iii) none of our Directors or the experts named in “— E. Other Information
— 5. Qualification and Consent of Experts” in this section have any
interest, direct or indirect, in the promotion of, or in any assets which
have been, acquired or disposed of by or leased to, any member of our
Group, or are proposed to be acquired or disposed of by or leased to any
member of our Group; and
(iv) no commissions (but not including commissions to sub-underwriters)
have been paid or payable for subscribing or agreeing to subscribe, or
procuring or agreeing to procure subscriptions, for any Shares or
debentures of our Company.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-51 –


--- page 551 ---
(b) Save as disclosed in this Prospectus:
(i) there is no arrangement under which future dividends are waived or
agreed to be waived;
(ii) our Company has no outstanding convertible debt securities or
debentures;
(iii) there are no founder, management or deferred shares in our Company or
any of our subsidiaries;
(iv) no capital of any member of our Group is under option, or is agreed
conditionally or unconditionally to be put under option;
(v) there has not been any interruption in the business of our Group which
may have or have had a significant effect on our financial position in the
12 months immediately preceding the date of this Prospectus; and
(vi) none of our Directors are materially interested in any contract or
arrangement subsisting at the date of this Prospectus which is significant
in relation to the business of our Group.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-52 –


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DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES
The documents attached to a copy of this Prospectus and delivered to the Registrar of
Companies in Hong Kong for registration were:
(a) a copy of the material contract referred to in “Statutory and General Information —
B. Further Information about Our Business — 1. Summary of Material Contract” in
Appendix VI to this Prospectus; and
(b) the written consents referred to in “Statutory and General Information — E. Other
Information — 5. Qualification and Consent of Experts” in Appendix VI to this
Prospectus.
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be published on the websites of the Stock
Exchange at www.hkexnews.hk and our Company at www.delton.com.cn for a period of 14
days from the date of this Prospectus:
(a) the Articles of Association;
(b) the audited consolidated financial statements of our Group for the years ended
December 31, 2022, 2023 and 2024 and nine months ended September 30, 2025;
(c) the Accountants’ Report issued by Ernst & Young, the text of which is set out in
Appendix I to this Prospectus;
(d) the report on the unaudited pro forma financial information of our Group issued by
Ernst & Young, the text of which is set out in Appendix IIA to this Prospectus;
(e) the independent reporting accountants’ agreed-upon procedures report on
agreement with unaudited preliminary financial information for the year ended
December 31, 2025 issued by Ernst & Young;
(f) the legal opinion issued by AllBright Law Offices, our PRC Legal Advisor, in
respect of, among other things, the general matters and the property interests of the
Group in the PRC;
(g) the legal opinion issued by Starry Law Firm (Thailand) Co., Ltd. in respect of
certain aspects of Delton Technology (Thailand) Co., Ltd.;
(h) the industry report issued by Frost & Sullivan;
(i) the material contract referred to in “Statutory and General Information —
B. Further Information about Our Business — 1. Summary of Material Contract” in
Appendix VI to this Prospectus;
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE ON DISPLAY
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(j) the service contracts referred to in “Statutory and General Information —
C. Further Information about Our Directors and Substantial Shareholders —
2. Particulars of Directors’ Service Contracts” in Appendix VI to this Prospectus;
(k) the written consents referred to in “Statutory and General Information — E. Other
Information — 5. Qualification and Consent of Experts” in Appendix VI to this
Prospectus;
(l) the PRC Company Law, Securities Law, and the Trial Measures for the
Administration Related to the Overseas Securities Offering and Listing by
Domestic Companies, together with unofficial English translations thereof; and
(m) the terms of the 2024 Share Option Incentive Plan and the 2024 Restricted Share
Incentive Plan.
DOCUMENT A V AILABLE FOR INSPECTION
A copy of a full list of all the grantees under the 2024 Share Option Incentive Plan will be
made available for public inspection at the Company’s Hong Kong legal advisor’s office at
22/F, Bank of China Tower, 1 Garden Road, Hong Kong during normal business hours up to
and including the date which is 14 days from the date of this Prospectus.
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE ON DISPLAY
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