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長春長光辰芯微電子股份有限公司
Gpixel Changchun Microelectronics Inc.
長春長光辰芯微電子股份有限公司
Gpixel Changchun Microelectronics Inc.
(a joint stock company incorporated in the People’s Republic of China with limited liability)
Stock Code : 3277
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.
Gpixel Changchun Microelectronics 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 : 65,294,200 H Shares (subject to the Over-allotment
Option)
Number of Hong Kong Offer Shares : 6,529,500 H Shares (subject to reallocation)
Number of International Offer Shares : 58,764,700 H Shares (subject to reallocation and the
Over-allotment Option)
Offer Price : HK$39.88 per H Share, plus brokerage of 1.0%, SFC
transaction levy of 0.0027%, AFRC transaction levy of
0.00015% and Stock Exchange trading fee of 0.00565%
(payable in full on application in Hong Kong dollars
and subject to refund)
Nominal value : RMB1.00 per H Share
Stock code : 3277
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited
take no 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” in Appendix VII to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the
Companies (Winding up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission
of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documents
referred to above.
The Offer Price will be HK$39.88 per H Share, unless otherwise announced. Applicants for Hong Kong Offer Share may be required to pay, on
application (subject to application channels), the Offer Price of HK$39.88 for each Hong Kong Offer Share together with a brokerage fee of 1.0%, a
SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and a Stock Exchange trading fee of 0.00565%.
The Overall Coordinators, for themselves and on behalf of the Underwriters, and with our consent may, where considered appropriate, reduce the
number of Hong Kong Offer Shares at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering.
In such a case, an announcement will be published on the website of our Company at www.gpixel.com
and on the website of the Hong Kong Stock
Exchange at www.hkexnews.hk and the offer will be canceled and relaunched at the revised number of Offer Shares and the requirements under
Rule 11.13 of the Listing Rules (which include the issue of a supplemental prospectus or a new prospectus (as appropriate)), as soon as practicable
following the decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodging applications
under the Hong Kong Public Offering. Further details are set forth in “Structure of the Global Offering” and “How to Apply for the Hong Kong
Offer Shares” in this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to
termination by the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on
the Listing Date. See “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering —Grounds for Termination” of
this prospectus.
The Offer Shares have not been and will not be registered under the US Securities Act or any state securities law in the United States and may be
offered and sold only outside the United States in offshore transactions in accordance with Regulation S under the US Securities Act.
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 in relation to the Hong Kong Public Offering.
This prospectus is available at the websites of the Stock Exchange ( www.hkexnews.hk ) and our Company ( www.gpixel.com ). If you require a
printed copy of this prospectus, you may download and print from the website addresses above.
IMPORTANT
April 9, 2026


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IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offering. We
will not provide printed copies of this prospectus to the public in relation to the Hong Kong Public
Offering.
This Prospectus is available at the website of the Hong Kong Stock Exchange at
www.hkexnews.hk
under the “ HKEXnews > New Listings > New Listing Information ” section, and our
website at www.gpixel.com . If you require a printed copy of this prospectus, you may download and
print from the website addresses above.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online 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 document as registered with the Registrar of Companies in Hong Kong pursuant to Section
342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
If you are an intermediary , broker or agent , please remind your customers, clients or principals,
as applicable, that this prospectus is available online at the website addresses above.
See “How to Apply for the Hong Kong Offer Shares” for further details on the procedures through
which you can apply for 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 for a minimum of 100 Hong Kong Offer Shares and in one of the numbers set out in the table.
If you are applying through the HK eIPO White Form service, you may refer to the table below
for the amount payable for the number of H Shares you have selected. You must pay the respective
amount payable on application in full upon application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO channel , you are required to pre-fund your
application based on the amount specified by your broker or custodian, as determined based on the
applicable laws and regulations in Hong Kong.
No. of
Hong Kong
Offer Shares
applied for
Amount payable (2)
on application/
successful allotment
No. of
Hong Kong
Offer Shares
applied for
Amount payable (2)
on application/
successful allotment
No. of
Hong Kong
Offer Shares
applied for
Amount payable (2)
on application/
successful allotment
No. of
Hong Kong
Offer Shares
applied for
Amount payable (2)
on application/
successful allotment
HK$ HK$ HK$ HK$
100 4,028.23 2,500 100,705.47 30,000 1,208,465.69 600,000 24,169,313.88
200 8,056.44 3,000 120,846.57 40,000 1,611,287.59 700,000 28,197,532.85
300 12,084.66 3,500 140,987.67 50,000 2,014,109.49 800,000 32,225,751.85
400 16,112.87 4,000 161,128.76 60,000 2,416,931.39 900,000 36,253,970.82
500 20,141.10 4,500 181,269.86 70,000 2,819,753.29 1,000,000 40,282,189.80
600 24,169.32 5,000 201,410.95 80,000 3,222,575.19 2,000,000 80,564,379.60
700 28,197.53 6,000 241,693.14 90,000 3,625,397.08 3,264,700
(1) 131,509,265.04
800 32,225.75 7,000 281,975.33 100,000 4,028,218.98
900 36,253.97 8,000 322,257.52 200,000 8,056,437.95
1,000 40,282.19 9,000 362,539.71 300,000 12,084,656.95
1,500 60,423.29 10,000 402,821.90 400,000 16,112,875.92
2,000 80,564.38 20,000 805,643.80 500,000 20,141,094.90
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the Hong Kong Offer
Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction
levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules)
or to the HK eIPO White Form Service Provider (for applications made through the application channel of the HK eIPO
White Form service) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will
be paid to the SFC, the Stock Exchange and the AFRC, respectively.
No application for any other number of the Hong Kong Offer Shares will be considered and any
such application is liable to be rejected.
IMPORTANT


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If there is any change to the expected timetable of the Hong Kong Public Offering, we will
issue an announcement on the respective websites of the Company at www.gpixel.com and the Stock
Exchange at www.hkexnews.hk .
Date(1)
Hong Kong Public Offering commences ..................................... 9:00 a.m. on
Thursday, April 9, 2026
Latest time for completing electronic applications via the HK eIPO
White Form service through the designated website at
www.hkeipo.hk (2) ..................................................1 1:30 a.m. on
Tuesday, April 14, 2026
Application lists open (3) ................................................1 1:45 a.m. on
Tuesday, April 14, 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
(4) ............................................ 12:00 noon on
Tuesday, April 14, 2026
If you are instructing your broker or custodian who is a HKSCC Participant to submit HKSCC
EIPO applications on your behalf through HKSCC’s FINI system in accordance with your instruction,
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, April 14, 2026
Announcement of:
 the level of indications of interest in the International Offering;
 the level of applications in the Hong Kong Public Offering; and
 the basis of allocation of the Hong Kong Offer Shares
to be published on the website of our Company at www.gpixel.com
(5)
and the website of the Stock Exchange at www.hkexnews.hk .............a to r before 11:00 p.m.,
Thursday, April 16, 2026
EXPECTED TIMETABLE (1)
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The results of allocations in the Hong Kong Public Offering (with successful applicants’
identification document numbers, where appropriate) to be made available through a variety of
channels, including:
 in the announcement to be posted on the website of our
Company at www.gpixel.com
(5) and the website of the
Stock Exchange at www.hkexnews.hk ..................... Thursday, April 16, 2026
 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 .................................1 1:00 p.m. on
Thursday, April 16, 2026
to 12:00 midnight on
Wednesday, April 22, 2026
 from the allocation results telephone enquiry line
by calling at +852 3691 8488 between 9:00 a.m.
and 6:00 p.m. ..................................... from Friday, April 17, 2026
to Wednesday, April 22, 2026
(excluding Saturdays, Sundays and
public holidays in Hong Kong)
Despatch of H Share certificates in respect of wholly or partially
successful applications, or deposit of H Share certificates into
CCASS, on or before
(6)(8) .................................... Thursday, April 16, 2026
HK eIPO White Form
e-Auto Refund payment instructions/refund cheques in respect
of wholly or partially unsuccessful applications to be despatched
on or before ................................................ Friday, April 17, 2026
Dealings in the H Shares on the Stock Exchange expected to
commence at ....................................................... 9:00 a.m. on
Friday, April 17, 2026
Notes:
(1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates.
(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 a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above and/or Extreme Conditions
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Tuesday, April 14, 2026, the application lists will
not open or close on that day. For further details, see “How to Apply for Hong Kong Offer Shares — E. Severe Weather
Arrangements” in this prospectus.
(4) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC via
HKSCC’s FINI system should refer to “How to Apply for Hong Kong Offer Shares — A. Application for Hong Kong
Offer Shares — 2. Application Channels” for details.
(5) Neither of the websites nor any of the information contained on the websites forms part of this prospectus.
(6) H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date provided that the Global
Offering has become unconditional in all respects on or before then. Investors who trade the H Shares on the basis of
publicly available allocation details prior to the receipt of H Share certificates becoming valid do so entirely at their own
risk.
(7) HK eIPO White Form e-Auto Refund payment instructions/refund checks will be issued in respect of wholly or partially
unsuccessful applications. Part of the applicant’s identification document numbers, or, if the application is made by joint
applicants, part of the identification document numbers of the first-named applicant, provided by the applicant(s) may be
EXPECTED TIMETABLE (1)
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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 numbers before encashment of the refund checks. Inaccurate
completion of an applicant’s identification document numbers may invalidate or delay encashment of the refund checks.
(8) Applicants being individuals who are eligible for personal collection may not authorize any other person to collect on
their behalf. If you are a corporate applicant which is eligible for personal collection, your authorized representative must
bear a letter of authorization from your corporation stamped with your corporation’s chop. Both individuals and authorized
representatives must produce evidence of identity acceptable to our H Share Registrar at the time of collection.
Applicants who have applied for Hong Kong Offer Shares through HKSCC EIPO channel should refer to the paragraph
headed “How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of H Share Certificates and Refund of
Application Monies” in this prospectus for details.
Applicants who have applied through the HK eIPO White Form service and paid their applications monies through single
bank accounts may have refund monies (if any) despatched to the bank account in the form of HK eIPO White Form
e-Auto Refund payment instructions. Applicants who have applied through the HK eIPO White Form service and paid
their application monies through multiple bank accounts may have refund monies (if any) despatched to the address as
specified in their application instructions in the form of refund checks in favor of the applicant (or, in the case of joint
applications, the first-named applicant) by ordinary post at their own risk.
Any uncollected Share certificates and/or refund checks (if applicable) will be despatched by ordinary post, at the
applicants’ risk, to the addresses specified in the relevant applications.
Further information is set out in the paragraph headed “How to Apply for Hong Kong Offer Shares — D.
Despatch/Collection of H Share Certificates and Refund of Application Monies”.
The above expected timetable is a summary only. For further details of the structure of the
Global Offering, including its conditions and the procedures for applications for Hong Kong Offer
Shares, see “Underwriting”, “Structure of the Global Offering” and “How to Apply for Hong
Kong Offer Shares” in this prospectus carefully.
If the Global Offering does not become unconditional or is terminated in accordance with its
terms, the Global Offering will not proceed. In such case, our Company will make an announcement as
soon as practicable thereafter.
EXPECTED TIMETABLE (1)
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IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This prospectus is issued by our Company solely in connection with the Hong Kong Public
Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of
an offer to subscribe for or buy any security other than the Hong Kong Offer Shares. This
prospectus may not be used for the purpose of, and does not constitute, an offer to sell or a
solicitation of an offer to subscribe for or buy any security in any other jurisdiction or in any other
circumstances. No action has been taken to permit a public offering of the Offer Shares or the
distribution of this prospectus in any jurisdiction other than Hong Kong. The distribution of this
prospectus and the offering and sale of the Offer Shares in other jurisdictions are subject to
restrictions and may not be made except as permitted under the applicable securities laws of such
jurisdictions pursuant to registration with or authorization by the relevant securities regulatory
authorities or an exemption therefrom.
You should rely only on the information contained in this prospectus to make your investment
decision. We have not authorized anyone to provide you with information that is different from what
is contained in this prospectus. Any information or representation not included in this prospectus
must not be relied on by you as having been authorized by us, the Joint Sponsors, the
Sponsor-Overall Coordinators, the Overall Coordinators, the Capital Market Intermediaries, the
Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, any
of our or their respective directors or advisors, or any other person or party involved in the Global
Offering. Information contained on our website, located at www.gpixel.com
, does not form part of
this prospectus.
Page
Expected Timetable ...................................................... i
Contents .............................................................. i v
Summary ............................................................. 1
Definitions ............................................................ 1 5
Glossary of Technical Terms ............................................... 2 7
Forward-Looking Statements .............................................. 3 0
Risk Factors ........................................................... 3 1
Waivers from Strict Compliance with the Listing Rules ......................... 5 3
Information about this Prospectus and the Global Offering ....................... 5 9
Directors and Parties Involved in the Global Offering ........................... 6 4
Corporate Information ................................................... 6 9
Industry Overview ...................................................... 7 1
Regulatory Overview .................................................... 8 2
CONTENTS
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History, Development and Corporate Structure ................................ 9 9
Business .............................................................. 1 1 9
Relationship with Our Controlling Shareholders ................................ 1 8 6
Continuing Connected Transactions ......................................... 1 9 0
Directors and Senior Management .......................................... 1 9 6
Substantial Shareholders .................................................. 2 0 9
Cornerstone Investors .................................................... 2 1 1
Share Capital .......................................................... 2 2 6
Financial Information .................................................... 2 2 9
Future Plans and Use of Proceeds ........................................... 2 6 4
Underwriting .......................................................... 2 7 0
Structure of the Global Offering ............................................ 2 8 1
How to Apply for Hong Kong Offer Shares ................................... 2 8 8
Appendix I — Accountants’ Report ...................................... I - 1
Appendix II — Unaudited Pro Forma Financial Information ................... II-1
Appendix III — Taxation and Foreign Exchange ............................. III-1
Appendix IV — Summary of Principal PRC Legal and Regulatory Provisions ....... I V - 1
Appendix V — Summary of Articles of Association ........................... V - 1
Appendix VI — Statutory and General Information ........................... VI-1
Appendix VII — Documents Delivered to the Registrar of Companies
and Available on Display ................................. VII-1
CONTENTS
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This summary aims to give you an overview of the information contained in this prospectus. As
it is a summary, it does not contain all the information that may be important to you and is qualified
in its entirety by, and should be in conjunction with, the full text of this prospectus. You should read
the entire document before you decide to invest in the Offer Shares.
There are risks associated with any investment. Some of the particular risks in investing in the
Offer Shares are set out in “Risk Factors” in this prospectus. You should read that section carefully
before you decide to invest in the Offer Shares.
OVERVIEW
We are a provider of CMOS
(1) image sensors (“ CIS”). Since our establishment, we have been
focusing on the research and development of CIS, offering nine major product series widely applicable
to advanced technology fields such as industrial imaging, scientific imaging, professional photography
and video, and medical imaging. During the Track Record Period, we primarily design and sell CIS for
downstream customers in the industrial imaging and scientific imaging sectors and we operate under a
fabless model. Our products play a vital role in enhancing the performance and imaging quality of
industrial cameras, scientific cameras, professional cinema cameras and other imaging devices. For
example, with respect to industrial imaging applications, our CIS is used in the inspection process of
manufacturing such as detection of alignment error in the manufacturing of lithium battery, while our
CIS is used in scientific imaging applications including DNA sequence imaging, confocal microscope
and fluorescence camera. According to Frost & Sullivan, in terms of industrial imaging revenue in
2024, we ranked third among global CIS companies, accounting for 15.2% of the global market share.
In addition, in terms of scientific imaging revenue in 2024, we ranked third among global CIS
companies, accounting for 16.3% of the global market share. The industrial imaging and scientific
imaging CIS markets are dominated by a few international and regional leaders. In terms of revenue in
2024, industrial imaging and scientific imaging CIS markets accounted for approximately 2.1% and
0.8% of the global CIS market, respectively.
We have been consistently driven by technological innovation, maintaining our commitment to
CIS development while continuously overcoming critical technical challenges. In 2015, we successfully
developed the world’s first BSI
(2) sCMOS (3) image sensor, subsequently expanding into industrial
imaging, professional photography and video, and medical imaging sectors.
OUR BUSINESS MODEL
We operate under a fabless business model, which means we focus primarily on the design,
development, testing, and sales of CMOS image sensors while outsourcing the wafer manufacturing
processes to world-class production partners. This approach allows us to concentrate on our core
competencies in innovation and product design, while leveraging the specialized expertise of
industry-leading manufacturers for wafer fabrication. By collaborating with production partners, we
Notes:
(1) CMOS, complementary metal-oxide semiconductor, is a type of technology that uses a combination of metal, oxide and
semiconductor materials to create electronic circuits that are low-power and highly reliable. “CMOS image sensor” is an
image sensor using the CMOS technology.
(2) BSI, back-side illuminated, is a type of an CMOS image sensor design where the photodiode layer (that convert light into
electrical signals for formation of image) is positioned on the back of the sensor, allowing light to directly hit the
photodiodes without having to pass through the wirings. This design maximizes the amount of light captured by the
photodiodes, enhancing its sensitivity, especially in low-light conditions. FSI, front-side illuminated, by contrast, the
traditional CMOS image sensor design of which photodiode layer is positioned in the front, meaning light must pass
through the wirings before reaching the photodiodes, which reduce the amount of light that reaches the photodiodes and
thereby affect image quality, especially in low-light situations.
(3) sCMOS, scientific CMOS, is a type of image sensor designed for scientific and industrial applications, which features high
dynamic range combined with low read noise for low-light applications.
SUMMARY
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ensure that our CMOS image sensors meet the highest standards of quality, reliability, and performance.
Crucially, we retain full control over core value-added processes, including sensor design, wafer testing,
and final sensor testing, ensuring quality and performance meet stringent industry standards. This
hybrid approach, combining in-house expertise with strategic outsourcing, allows us to maintain
flexibility, reduce capital expenditure, and focus on innovation in high-performance imaging
technology. As a fabless CIS design company, we operate in the upstream segment of the industry value
chain. See “Industry Overview — Value Chain of CIS” in this prospectus.
OUR PRODUCTS AND SOLUTIONS
We have developed a comprehensive portfolio of standard products, namely our CMOS image
sensors, comprising nine major product series with over 50 standard products as of the Latest
Practicable Date. In addition, we provide customized sensor solutions when the standard off-shelf
products available in the market cannot meet the demanding requirements of the targeted applications.
The customized sensor solutions empower our customers, leading manufacturers in their specific areas
such as high-end industrial inspection, scientific instruments, medical or prosumer applications, to
develop their future generation products with customized CMOS image sensors.
Our CMOS image sensors can be categorized by pixel arrangement into (i) area array sensors and
(ii) linear array sensors. The following table sets forth our revenue breakdown by pixel arrangement
during the Track Record Period:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
CMOS Image Sensor (1) ......... 505,038 83.5 510,330 75.8 794,663 92.8
Area array sensors ............. 409,569 67.7 414,862 61.6 621,390 72.5
Linear array sensors ............ 87,169 14.4 81,790 12.2 132,625 15.5
Other components ............. 8,300 1.4 13,678 2.0 40,648 4.8
Customized Sensor Solutions ...... 98,366 16.3 162,197 24.1 61,182 7.1
Others (2) ................... 1,431 0.2 521 0.1 668 0.1
Total ..................... 604,835 100.0 673,048 100.0 856,513 100.0
Note:
(1) CMOS Image Sensors refer to our standard products.
(2) Others include sale of raw materials and provision of other CIS aging test and other testing services as required by
customers from time to time. At the request of some customers, we occasionally sell small number of raw materials such
as sockets, connectors and packaging materials to them that are used for post-processing of CIS and R&D purposes. For
the years ended December 31, 2023, 2024 and 2025, revenue from the sale of raw materials amounted to RMB1.4 million,
RMB0.3 million and RMB0.5 million, while revenue from other services for the same periods was RMB18,645, RMB0.2
million and RMB0.1 million, respectively. The fluctuations in our revenue from others were driven by the change in
customer demand, and the amount of our other income is expected to remain low in the future.
SUMMARY
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The following table sets forth a breakdown of gross profit and gross profit margin by product type
for the years indicated:
Year ended December 31,
2023 2024 2025
RMB’000
Gross profit
margin (%) RMB’000
Gross profit
margin (%) RMB’000
Gross profit
margin (%)
CMOS Image Sensors ........ 344,215 68.2 333,144 65.3 540,413 68.0
Area array sensors ........... 292,246 71.4 279,023 67.3 420,216 67.6
Linear array sensors .......... 46,637 53.5 44,204 54.0 87,934 66.3
Other components ........... 5,332 64.2 9,917 72.5 32,263 79.4
Customized Sensor Solutions .... 39,328 40.0 63,392 39.1 32,413 53.0
Others ................. 411 28.7 326 62.6 455 68.1
Total .................. 383,954 63.5 396,862 59.0 573,281 66.9
Our products can also be categorized by their application scenarios, each with distinct technical
priorities and R&D focuses. Currently, the major application scenarios of our projects include (i)
industrial imaging; (ii) scientific imaging; (iii) professional photography and video; and (iv) medical
imaging. The following table sets forth our revenue breakdown by our major application scenarios
during the Track Record Period:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Industrial imaging ............. 327,524 54.2 446,550 66.3 638,980 74.6
Scientific imaging ............. 253,952 42.0 192,405 28.6 204,304 23.9
Professional photography and video .. 13,629 2.3 9,807 1.5 9,517 1.1
Medical imaging .............. — — 20,236 3.0 474 0.1
Others (Note) ................. 9,730 1.5 4,050 0.6 3,238 0.3
Total ..................... 604,835 100.0 673,048 100.0 856,513 100.0
Note: Include sales of evaluation boards, wafers and other raw materials, and provision of testing services.
The following table sets forth our gross profit and gross profit margin breakdown by our major
application scenarios during the Track Record Period:
Year ended December 31,
2023 2024 2025
Gross profit
Gross profit
margin Gross profit
Gross profit
margin Gross profit
Gross profit
margin
(RMB’000) % (RMB’000) % (RMB’000) %
Industrial imaging ............. 191,128 58.4 244,331 54.7 406,802 63.7
Scientific imaging ............. 179,725 70.8 141,421 73.5 158,691 77.7
Professional photography and video &
Medical imaging ............. 8,242 60.5 8,935 29.7 6,260 62.7
Others (Note) ................. 4,859 49.9 2,175 53.7 1,528 47.2
Total ..................... 383,954 63.5 396,862 59.0 573,281 66.9
Note: Include sales of evaluation boards, wafers and other raw materials, and provision of testing services.
SUMMARY
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OUR CUSTOMERS AND SUPPLIERS
Our products are utilized by customers across various industries, including industrial imaging,
scientific imaging, professional photography and video, and medical imaging. Revenue generated from
our top five customers in each year during the Track Record Period amounted to approximately
RMB276.7 million, RMB225.9 million and RMB347.8 million, representing approximately 45.8%,
33.5% and 40.7% of our total revenue for the respective periods. In terms of sales and marketing
strategy, we primarily employ a direct sales supplemented by distributorship model. Revenue from
direct sales for each year during the Track Record Period amounted to RMB570.7 million, RMB647.7
million and RMB827.8 million, respectively, representing 94.4%, 96.2% and 96.7% of our total revenue
for the respective periods. Customer Group A, being one of our top five customers in each year of the
two years ended December 31, 2024, comprises of UP OPTOTECH, which is a substantial shareholder
of our Company. During each year during the Track Record Period, revenue generated from Customer
Group A amounted to approximately RMB110.1 million, RMB39.9 million and RMB27.4 million,
representing approximately 18.2%, 5.9% and 3.2% of our total revenue for the respective periods. In
addition, among our top five customers in each year during the Track Record Period, each of Customer
D and a member of Customer Group A is an institute of the Chinese Academy of Sciences.
Our major customers are camera manufacturers and OEMs, research institutes, instrument
producers, distributors and trading companies. Set out below is the revenue breakdown by major
customer types:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Camera manufacturers and OEMs .... 372,975 61.7 467,191 69.4 698,751 81.6
Research institutes ............. 165,031 27.3 80,407 11.9 43,489 5.1
Instrument producers ........... 32,682 5.4 100,094 14.9 85,586 10.0
Distributors and trading companies ... 34,147 5.6 25,356 3.8 28,687 3.3
Total ..................... 604,835 100.0 673,048 100.0 856,513 100.0
Note: Each customer is classified based on their principal business type.
Our major suppliers are (i) the suppliers of raw materials, components and parts and (ii)
outsourced service providers. As a fabless company, we outsource the wafer manufacturing processes to
world-class production partners. After the wafers are manufactured, we test the wafers in-house. We
then ship the tested wafers to assembly houses for packaging or pack the tested wafers in-house. The
purchases from our top five suppliers in each year for the three years ended December 31, 2025,
amounted to approximately RMB240.5 million, RMB120.6 million and RMB274.7 million, representing
approximately 74.7%, 63.7% and 70.5% of our total purchase amount for the respective periods.
Throughout the Track Record Period, we maintained stable procurement relationships with our suppliers
and mainly outsourced wafer fabrication to our largest supplier, Supplier Group A in each year during
the Track Record Period. The purchases from our largest supplier in each year during the Track Record
Period amounted to approximately RMB164.3 million, RMB75.1 million and RMB195.0 million,
representing approximately 51.1%, 39.7% and 50.1% of our total purchase amount for the respective
periods.
OUR COMPETITIVE STRENGTHS
We believe our following core competitive strengths will allow us to further consolidate our
established market position: (a) specialization in CMOS image sensors; (b) independent technology
moat through 14 years of innovation; (c) independent industry chain development and integration
SUMMARY
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through in-house packaging & testing verification system and strategic expansion; (d) comprehensive
collaboration with a global network of customers; and (e) dedicated and experienced management team
complemented by a forward-looking and global talent pipeline.
OUR DEVELOPMENT STRATEGIES
To achieve our vision and mission, we intend to pursue the following strategies: (a) relentless
focus on technological innovations and product iterations to lead global advancement of CIS
technology; (b) commitment of further resources to existing and evolving application scenarios and
enhancement of our capabilities beyond sensor design; (c) continuous expansion of our high-quality
domestic and international customer base; and (d) development into a global hub for CMOS R&D
talents.
COMPETITION
The global CMOS image sensor industry in which we operate is highly competitive and
concentrated. The principal competitive factors in our markets include technological expertise and
innovative R&D capabilities, product development capabilities and supply chain partnerships. We
primarily compete with a number of global and regional CMOS image sensor design companies and
manufacturers. With established position in the industry, deep industry experience, strong R&D
capabilities, broad product portfolios and large and stable customer base, we believe that we are well
positioned to excel in the competition in our industry. According to Frost & Sullivan, in terms of
industrial imaging revenue in 2024, we ranked third among global CIS companies, accounting for
15.2% of the global market share. In terms of scientific imaging revenue in 2024, we ranked third
among global CIS companies, accounting for 16.3% of the global market share. The industrial imaging
and scientific imaging CIS markets are dominated by a few international and regional leaders. In terms
of revenue in 2024, industrial imaging and scientific imaging CIS markets accounted for approximately
2.1% and 0.8% of the global CIS market, respectively.
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following tables set forth summary financial data from our consolidated financial information
for the Track Record Period, extracted from the Accountants’ Report set out in Appendix I to this
prospectus. The summary consolidated financial data set forth below should be read together with, and
is qualified in its entirety by reference to, our consolidated financial statements in this prospectus,
including the related notes. Our consolidated financial information was prepared in accordance with
HKFRS.
SUMMARY
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Consolidated Statements of Profit or Loss
Year ended December 31,
2023 2024 2025
RMB’000 % of revenue RMB’000 % of revenue RMB’000 % of revenue
Revenue ................... 604,835 100.0 673,048 100.0 856,513 100.0
Cost of sales ................ (220,881) (36.5) (276,186) (41.0) (283,232) (33.1)
Gross profit ................. 383,954 63.5 396,862 59.0 573,281 66.9
Other income and gains .......... 29,542 4.9 55,161 8.2 58,150 6.8
Selling expenses .............. (22,653) (3.7) (27,858) (4.1) (29,446) (3.4)
Administrative expenses ......... (62,196) (10.3) (64,721) (9.6) (84,060) (9.8)
Research and development expenses .. (131,546) (21.7) (130,215) (19.3) (186,168) (21.7)
Impairment losses on trade
receivables, net ............. (1,948) (0.3) (2,128) (0.3) (6,276) (0.7)
Other expenses ............... (919) (0.2) (3,154) (0.5) (9) (0.0)
Finance costs ................ (1,372) (0.2) (868) (0.1) (790) (0.1)
Share of losses of associates ....... (2,371) (0.4) (2,243) (0.3) (561) (0.1)
Profit before tax ............. 190,491 31.5 220,836 32.8 324,121 37.8
Income tax expense ............ (20,644) (3.4) (23,854) (3.5) (30,975) (3.6)
Profit and total comprehensive
income attributable to the:
Profit for the year ............ 169,847 28.1 196,982 29.3 293,146 34.2
Owners of the parent .......... 174,199 28.8 198,675 29.5 294,182 34.3
Non-controlling interests ........ (4,352) (0.7) (1,693) (0.3) (1,036) (0.1)
NON-HKFRS MEASURE
To supplement our consolidated financial statements presented in accordance with HKFRS, we
also use a non-HKFRS measure, namely adjusted net profit (non-HKFRS measure), as an additional
financial measure, which is not required by or presented in accordance with HKFRS. We believe that
such non-HKFRS measure facilitates comparisons of operating performance from period to period by
eliminating potential impacts of certain items. We believe that such measure provides useful
information to investors and others in understanding and evaluating our consolidated results of
operations in the same manner as it helps our management. However, our presentation of adjusted net
profit (non-HKFRS measure) may not be comparable to similarly titled measures presented by other
companies. The use of such non-HKFRS 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
conditions as reported under HKFRS.
SUMMARY
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We define adjusted net profit (non-HKFRS measure) as profit excluding the effects of share-based
payments expense and listing expenses. Share-based payments expense are non-cash in nature and are
employee related expenses arising from grant of shares under our employee incentive scheme. The
adjustments have been consistently made during the Track Record Period. The following table sets forth
the reconciliation of net profit to adjusted net profit (non-HKFRS measure) for the periods indicated:
Year ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit for the year ..................... 169,847 196,982 293,146
Add:
Share-based payments expense ........... 52,877 52,252 60,310
Listing expenses ..................... — — 15,815
Adjusted net profit (non-HKFRS measure) 222,724 249,234 369,271
For a detailed discussion of our non-HKFRS measure, see “Financial Information — Non-HKFRS
Measure” in this prospectus.
Our net profit increased from RMB169.8 million in 2023 to RMB197.0 million in 2024, and
further to RMB293.1 million in 2025, primarily due to the increase in our revenue and gross profit
margin.
Summary of Consolidated Statements of Financial Position
The table below sets forth the selected information from our consolidated statements of financial
position as of the dates indicated, which have been extracted from our consolidated financial statements
included in Appendix I to this prospectus.
Year Ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current assets .................... 176,056 182,210 249,233
Current assets ........................ 1,137,832 1,308,870 1,837,825
Non-current liabilities .................. 150,501 135,706 111,949
Current liabilities ..................... 200,239 143,364 403,359
Net current assets ..................... 937,593 1,165,506 1,434,466
Net assets .......................... 963,148 1,212,010 1,571,750
Our net assets increased from RMB1,212.0 million as of December 31, 2024 to RMB1,571.8
million as of December 31, 2025, mainly reflecting the change in equity, including (i) the profit for the
year of RMB293.1 million in 2025 and (ii) the equity-settled share-based payments arrangement of
RMB60.3 million.
Our net assets increased from RMB963.1 million as of December 31, 2023 to RMB1,212.0 million
as of December 31, 2024, mainly reflecting the change in equity, including (i) the profit for the year of
RMB197.0 million in 2024 and (ii) the equity-settled share-based payments arrangement of RMB52.3
million.
Our net assets increased from RMB740.4 million as of January 1, 2023 to RMB963.1 million as
of December 31, 2023, mainly reflecting the change in equity, including (i) the profit for the year of
RMB169.8 million in 2023 and (ii) the equity-settled share-based payments arrangement of RMB52.9
million.
SUMMARY
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For a detailed discussion of our current assets and current liabilities during the Track Record
Period, please see “Financial Information — Discussion of Certain Key Consolidated Statements of
Financial Position Items” in this prospectus.
Summary of Consolidated Statements of Cash Flows
The table below sets forth the selected cash flow data from the consolidated statements of cash
flows for the periods indicated:
Year ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net cash flows from operating activities .... 208,258 224,841 466,346
Net cash flows (used in)/from investing
activities .......................... (407,940) 92,134 (603,726)
Net cash flows (used in) financing activities . (7,729) (4,745) (27,423)
For a detailed discussion of the change in cash flows during the Track Record Period, see
“Financial Information — Liquidity and Capital Resources” in this prospectus.
KEY FINANCIAL RATIOS
The following table sets forth a summary of our key financial ratios for the periods indicated.
As of and for the year ended December 31,
2023 2024 2025
Gross profit margin ................... 63.5% 59.0% 66.9%
Adjusted net profit margin (non-HKFRS
measure) .......................... 36.8% 37.0% 43.1%
Return on equity ...................... 19.9% 18.1% 21.1%
Return on total assets .................. 14.4% 14.0% 16.4%
Current ratio ........................ 5.7 9.1 4.6
Quick ratio .......................... 3.7 7.0 3.6
Gearing ratio ........................ 1.8% 1.2% 0.4%
For formula of the key financial ratios, see “Financial Information — Key Financial Ratios” in
this prospectus.
RULE 13.46(2) OF THE LISTING RULES
Rule 13.46(2) of the Listing Rules requires a PRC issuer to send an annual report or a summary
financial report to its shareholders within four months after the end of the financial year to which the
report relates. Since (a) this prospectus already includes the financial information of the Company for
the year ended December 31, 2025 as required under Appendix D2 to the Listing Rules in relation to
annual reports; (b) we will not be in breach of the Articles of Association, laws and regulations of the
PRC or other regulatory requirements as a result of not distributing such annual reports and accounts;
and (c) we have complied with the applicable code provisions in Part 2 of the Corporate Governance
Code as set out in Appendix C1 to the Listing Rules, we will not separately prepare and publish and
send an annual report to our Shareholders for the year ended December 31, 2025. In addition, we will
issue an announcement by April 30, 2026 stating that we will not separately prepare and send an annual
report to our Shareholders for the year ended December 31, 2025 as the relevant financial information
has been included in this prospectus. We will still comply with the requirements under Rule 13.91(5) of
the Listing Rules.
SUMMARY
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RISK FACTORS
Our business and the Global Offering involve certain risks, which are set out in the section headed
“Risk Factors.” You should read that section in its entirety carefully before you decide to invest in our
Shares. Some of the major risks we face include: (a) the markets for our products are highly and
increasingly competitive. If we are not able to compete successfully, our business, results of operations
and future prospects will be harmed; (b) if we are unable to design or deliver high quality and
innovative products that address the evolving customer preferences, or if our expansion into various
application areas falls short of expectations, our business may be materially and adversely affected; (c)
we rely on a limited number of third party suppliers for wafer fabrication and packaging and testing
services. We may have limited control over the availability and costs of such services; (d) disruptions,
damages or destructions to our packaging facility may materially and adversely affect our business,
results of operations and financial condition; and (e) our business depends substantially on the efforts
of our management and skilled personnel, including R&D personnel. Our operations may be severely
disrupted if we lost their service.
OUR CONTROLLING SHAREHOLDERS
Dr. Wang is the spouse of Dr. Zhang. Zhuhai Yunchen, Zhuhai Xuchen, Zhuhai Pengchen, Zhuhai
Xichen and Zhuhai Xingchen are limited partnerships established in the PRC. The general partner of
each of Zhuhai Yunchen, Zhuhai Xuchen, Zhuhai Pengchen, Zhuhai Xichen and Zhuhai Xingchen is
Hangzhou Qixin, a limited liability company wholly owned by Dr. Wang. The voting rights attaching to
the Shares directly or indirectly held by Zhuhai Yunchen, Zhuhai Xuchen, Zhuhai Pengchen, Zhuhai
Xichen and Zhuhai Xingchen in our Company are exercised by Dr. Wang through Hangzhou Qixin.
Immediately following the completion of the Global Offering (assuming that the Over-allotment
Option is not exercised and without taking into account any H Shares to be issued pursuant to the
exercise of options granted under the Pre-IPO Share Option Scheme), Dr. Wang, Dr. Zhang, Zhuhai
Yunchen, Zhuhai Xuchen, Zhuhai Pengchen, Zhuhai Xichen, Zhuhai Xingchen and Hangzhou Qixin, as
a group of Controlling Shareholders, will collectively be entitled to exercise the voting rights of
approximately 42.10% of the total issued share capital of our Company. Accordingly, Dr. Wang, Dr.
Zhang, Zhuhai Yunchen, Zhuhai Xuchen, Zhuhai Pengchen, Zhuhai Xichen, Zhuhai Xingchen and
Hangzhou Qixin will remain as a group of our Controlling Shareholders upon the Listing. For details,
see “Relationship with Our Controlling Shareholders”.
PRE-IPO INVESTMENTS
We completed our Pre-IPO Investments in July 2022. For further details of the identity and
background of the Pre-IPO Investors and the principal terms of the Pre-IPO Investments, see “History,
Development and Corporate Structure — Investment from the Pre-IPO Investors”.
DIVIDEND
We may distribute dividends by way of cash or by other means that we consider appropriate. In
June 2025, we declared a dividend of RMB18.5 million, which was paid in August 2025. Currently, we
do not have a formal dividend policy or a pre-determined dividend distribution ratio. For details, see
“Financial Information — Dividend” in this prospectus.
SUMMARY
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OFFERING STATISTICS
Based on an Offer Price of
HK$39.88 per
H Share
Market capitalization of our H Shares (1) .......................... HK$11,610.60 million
Market capitalization of our Shares (2)............................ HK$17,359.53 million
Unaudited pro forma adjusted consolidated net tangible assets of our
Group attributable to owners of our Company per Share (3) ........... HK$9.79
Notes:
1. The calculation of market capitalization is based on 65,294,200 H Shares expected to be in issue immediately upon
completion of the Global Offering (assuming the Over-allotment Option is not exercised and no Shares are issued under
the Pre-IPO Share Option Scheme) and the conversion of Unlisted Shares into 225,844,300 H Shares.
2. The calculation of market capitalization is based on 435,294,200 Shares expected to be in issue immediately upon
completion of the Global Offering (assuming the Over-allotment Option is not exercised and no Shares are issued under
the Pre-IPO Share Option Scheme).
3. The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the parent per Share are
calculated based on 435,294,200 Shares in issue immediately following the completion of the Global Offering without
taking into account any Shares which may be issued upon exercise of the Over-allotment Option.
No adjustment has been made to reflect any trading results or open transactions of the Group entered into subsequent to
December 31, 2025. For details of the subsequent event, please see Appendix II to this prospectus.
LISTING EXPENSES
The total listing expenses borne or to be borne by us are estimated to be approximately RMB88.7
million (equivalent to approximately HK$100.4 million), accounting for approximately 3.9% of the
gross proceeds of the Global Offering, based on the Offer Price of HK$39.88 per Share and assuming
that the Over-allotment Option is not exercised. We expect that (i) approximately RMB24.2 million
(equivalent to approximately HK$27.4 million) will be charged to our statements of profit or loss as
listing expenses of which approximately RMB15.8 million (equivalent to approximately HK$17.9
million) had been expensed during the Track Record Period and the remaining amount of RMB8.4
million (equivalent to approximately HK$9.5 million) is expected to be expensed prior to the Listing;
and (ii) approximately RMB64.5 million (equivalent to approximately HK$73.0 million) will be
accounted for as a deduction from equity upon the Listing. The listing expenses above are the latest
practicable estimate for reference only, and the actual amount may differ from this estimate. Our
Directors do not expect such listing expenses to have a material adverse impact on our results of
operation for the year ending December 31, 2026. For details, see “Financial Information — Listing
Expenses” in this prospectus.
FUTURE PLANS AND USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately HK$2,503.6 million from the
Global Offering, after deducting the estimated underwriting commissions and other estimated offering
expenses payable by us in connection with the Global Offering, based on the Offer Price of HK$39.88
per Share and assuming that the Over-allotment Option is not exercised. We intend to use (a)
approximately 55.0%, or HK$1,377.0 million, for increasing our R&D investments to drive continuous
innovation and support product iterations across our major application scenarios, namely, industrial
imaging, scientific imaging, professional photography and video, and medical imaging; (b)
approximately 21.0%, or HK$525.8 million, for establishing an advanced CMOS image sensor R&D
center; (c) approximately 4.0%, or HK$100.1 million, for expanding our packaging and testing
production lines; (d) approximately 10.0%, or HK$250.4 million, for enhancing our overseas operations
through strategic geographic expansion; and (e) approximately 10.0%, or HK$250.4 million, for
working capital and general corporate purposes.
SUMMARY
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LEGAL PROCEEDINGS AND COMPLIANCE
We may from time to time become a party to various legal, arbitration or administrative
proceedings arising in the ordinary course of our business. During the Track Record Period and up to
the Latest Practicable Date, there was no litigation, arbitration or administrative proceeding pending or
threatened against our Company or any of our Directors which had caused or could cause a material
and adverse effect on our financial condition or results of operations. As advised by each of our PRC
legal advisor (with respect to PRC law only), Japanese legal advisor (with respect to Japanese law only)
and Belgium legal advisor (with respect to Belgium law only), during the Track Record Period and up
to the Latest Practicable Date, we had complied with the relevant laws and regulations in all material
respects in China, Japan and Belgium (as the case may be).
POTENTIAL IMPACT OF THE LATEST TRADE RESTRICTIONS INCLUDING EXPORT
CONTROLS, ECONOMIC SANCTIONS, U.S. OUTBOUND INVESTMENT REVIEW
REGULATION AND TARIFF POLICIES
Impact of Export Controls
The United States has imposed export controls measures that directly or indirectly affect
China-based technology companies materially. Since October 2022, the U.S. Department of Commerce
issued various interim final rules aimed at limiting China’s access to advanced computing integrated
circuits, supercomputers, and advanced semiconductor manufacturing. In addition to the restrictions
introduced above, the BIS also maintains lists of individuals and entities subject to enhanced export
control restrictions.
Having considered our International Sanctions Counsel’s view, our Directors are of the view that
the export controls measures imposed by the United States on our operation and financial performance
is immaterial. Specifically, our International Sanctions Counsel is of the view that, during the Track
Record Period and as of the Latest Practicable Date, our products are not items subject to the U.S.
export controls. Further, also as advised by our International Sanctions Counsel, raw materials procured
by us are not controlled by the U.S. export controls. This is supported by the following: (i) our primary
procurement items, including photomasks, wafers, ceramic packages, and cover glass, are generally
non-sensitive and standardized items used for common industrial applications, rather than products
specifically designed for restricted or sensitive uses; and (ii) in the course of our business dealings, we
are not aware of any licensing requirements as no such information has ever been communicated to us
by our suppliers, who have technical knowledge to determine whether export licenses are required and
bear the primary legal responsibility for export classification. However, as our products become more
technologically advanced, there is a greater likelihood of export controls regulations restricting our
ability to obtain the components or technologies necessary to produce them or otherwise to export or
transfer our products.
Impact of Economic Sanctions
In addition to export control measures, U.S. sanctions targeting China-based technology
companies, including economic restrictions, may directly or indirectly affect our business. The
Department of Treasury of the United States administers U.S. sanctions programs against targeted
countries, entities and individuals, which prohibits U.S. companies or U.S. persons from engaging in
any transaction with or providing any goods or services for the benefit of the targeted country, entity or
individual.
During the Track Record Period, we entered into certain transactions with an entity, which was
added to the SDN List in December 2023 (the “ SDN Customer ”). As advised by our International
Sanctions Counsel, our business dealings with the SDN Customer do not represent a Primary
SUMMARY
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Sanctioned Activity because there was no U.S. nexus involved. In addition, the secondary sanction risks
on our Group and Relevant Persons in connection with our business dealings with the SDN Customer is
low because (i) we are not a Sanctioned Trader as the revenue derived from the Sanctioned Targets and
Sanctioned Country entities or persons only accounted for 1.1% and nil of our revenue generated for
the two years ended year ended December 31, 2024 and 2025; (ii) items sold to the SDN Customer
were for civil-use purposes only and not for military or aerospace uses; (iii) transactions with the SDN
Customer have no Russian nexus which will not deter the U.S.’s statutory objectives against Russia
under the Executive Order 14024, under which the SDN Customer was designated due to its purported
Russian-related activities; and (iv) our last transaction with the SDN Customer was completed in
December 2024, and since then, we have ceased all transactions with the SDN Customer. For details,
please see “Risk Factors — Our business, financial condition and results of operations may be
materially and adversely affected by international policies, export controls and economic sanctions” and
“Business — Business activities subject to International Sanctions” in this prospectus.
Impact of U.S. Outbound Investment Review Regulation
On October 28, 2024, the U.S. Department of the Treasury released a final rule to implement the
Executive Order 14105, which became effective on January 2, 2025. This final rule is aimed at exerting
greater U.S. government oversight over U.S. direct and indirect investments involving Chinese
Mainland, Hong Kong SAR and Macau SAR. Specifically, the regulation focuses on certain “covered
activities” related to three key technology sectors: (i) semiconductors and microelectronics, (ii)
quantum information technologies, and (iii) artificial intelligence. These requirements may introduce
new hurdles and uncertainties for cross-border collaborations, investments, and funding opportunities
for China-based issuers including us.”
Pursuant to this rule, as advised by our International Sanctions Counsel, we will be deemed to be
a “covered foreign person” because we engage in the notifiable “covered activities”. Nonetheless, as
advised by our International Sanctions Counsel, given that our business is limited to integrated circuit
design, and that the integrated circuits we design neither fall within the parameters of ECCN 3A090.a
nor are they designed for operation at or below 4.5 Kelvin, such business activities do not meet the
criteria of “prohibited transactions” as defined under the Outbound Investment Review Regulation.
Consequently, our activities will be deemed as notifiable “covered activities” rather than prohibited
“covered activities”. Therefore, the U.S. persons would not be prohibited from participating in the
Global Offering. Nonetheless U.S. persons engaged in a notifiable “covered transaction” that involves
the acquisition of our equity interests may need to make a notification to the Department of Treasury of
the United States, which could limit our ability to raise capital or contingent equity capital. It should be
noted that the obligation to file such notifications vests with the relevant U.S. persons, rather than with
our Company. Nevertheless, as advised by our International Sanctions Counsel, once shares are issued
and become publicly traded, subsequent purchasers (including U.S. persons) are exempted under the
publicly traded securities exception regardless of whether we engage in covered activities. However,
there is no assurance that the Department of Treasury of the United States will take the same view as
ours. In addition, the application and implication of the outbound investment review rules and any
related policies, laws and regulations are complex, which may be changed and updated from time to
time. As such, our Directors are of the view that the Outbound Investment Review Regulation has no
material adverse impact to our business operations, financial performance and the Global Offering.
Impact of Tariff Policies
Since February, 2025, a baseline 30% tariff had been imposed under the International Emergency
Economic Powers Act (“ IEEPA”) on all imports from China which include a 10% tariff related to
reciprocal tariff according to the Joint Statement on U.S.-China Economic and Trade Meeting in
Geneva issued on May 12, 2025. As of the Latest Practicable Date, following the U.S. Supreme Court’s
ruling that tariffs imposed under the IEEPA are invalid, the U.S. tariff rates on all products from China
SUMMARY
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are subject to a 10% tariff under Section 122 of the Trade Act of 1974 with exemptions for certain
categories of products, including certain critical minerals, metals, electronics and semiconductor
articles. Based on the nature of goods, other tariffs such as tariff under Section 301 of the Trade Act of
1974 or antidumping and countervailing tariff might apply.
In each year during the Track Record Period, our sales to the U.S. market accounted for
approximately 3.2%, 2.5% and 2.7% of our total revenue. The major products of our Group are CMOS
image sensors. According to the international semiconductor conventions which consider the place of
wafer fabrication as the country of origin based on the widely adopted “substantial transformation
standard”, and as advised by the International Sanctions Counsel, the country of origin should be the
place of fabrication. As of the Latest Practicable Date, if the country of origin for our CMOS image
sensor products is China, a 50% tariff will apply according to section 301 of the Trade Act of 1974.
During the Track Record Period, the country of origin for our CMOS image sensor was mainly Japan,
Korea and Israel, instead of China, and enjoy the most-favored-nation tariff rate of nil according to the
U.S. tariff policies. In addition, during the Track Record Period, we did not bear any import tariff in
terms of our overseas sales as export orders in the ordinary course of our business are mainly fulfilled
on an EXW (Ex Works) and FCA (Free Carrier) term, under which the responsibility for tariffs lies with
the purchaser. In addition, we have not experienced any material loss of downstream customers as a
result of tariff policies and their recent development. Therefore, the U.S. tariff policies and their recent
development do not have material direct or indirect impact our business and downstream customers.
However, we cannot assure you that our sales to the U.S. in the future will remain unaffected or how
our sales will be affected in light of the uncertainties relating to the geopolitical landscape and the
development of the trade tension and tariff imposition. Any trade restrictions imposed by the U.S. on
our products may increase our U.S. customers’ purchase costs of our products and hence lower our
competitiveness.
Our Directors are of the view that the impact of the latest trade restrictions and tariff policies on
our operations and financial performance is immaterial based on that (i) our direct sales to the U.S.
market accounted for approximately 3% of our total revenue in each of the years during the Track
Record Period; (ii) during the Track Record Period, we did not bear any import tariff in terms of our
overseas sales as export orders in the ordinary course of our business are mainly fulfilled on an EXW
(Ex Works) and FCA (Free Carrier) term; (iii) there was no material order cancellation due to tariff; and
(iv) during the Track Record Period, the country of original of our CMOS image sensor products is not
China as discussed above.
RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGE
Subsequent to the Track Record Period and up to the Latest Practicable Date, our business
operation remained stable. On February 28, 2026, Gpixel Hangzhou entered into an asset acquisition
agreement with Hangzhou High-tech Industrial Development Zone Asset Management Co., Ltd.* (ψ
ʮ̡ ) (the “ Vendor”), pursuant to which Gpixel Hangzhou agreed to
acquire and the Vendor agreed to sell, among others, an office building with gross floor area of
approximately 3,856 sq.m. in Hangzhou (the “ Property ”) at a consideration of RMB48.7 million. The
Property will be used for establishing an advanced CMOS image sensor R&D center and part of the
proceeds from the Global Offering will be used to settle the consideration of the said acquisition. For
details, see section headed “Future Plans and Use of Proceeds” in this prospectus. Our Directors have
confirmed that as of the date of this prospectus, there has been no material adverse change in our
financial, operational or trading position, indebtedness, contingent liabilities or prospects since
December 31, 2025, being the end date of our latest audited financial statements, and there has been no
event since December 31, 2025 that would materially affect the information shown in the Accountants’
Report set out in Appendix I to this prospectus. Furthermore, although we primarily outsource our
wafer fabrication to Supplier Group A based in Israel, the ongoing regional conflicts have had no
material impact on our business operations or financial performance, including but not limited to any
SUMMARY
–1 3–


--- page 23 ---
supply chain disruptions, delivery issues or fluctuations in cost. Over the Track Record Period, we
continued to procure from both the Israel and Japan wafer fabrication plants of Supplier Group A, with
approximately 81.7% of the total number of dies purchased from Supplier Group A during the Track
Record Period from its Japan plant. In addition, to further mitigate the risks of reliance on a single
supplier or geographic location, we have commenced cooperation with other wafer fabrication partners.
SUMMARY
–1 4–


--- page 24 ---
In this document, unless the context otherwise requires, the following terms and expressions
have the meanings set forth below. Certain other terms are explained in the section headed
“Glossary of Technical Terms” in this document.
“Accountants’ Report” the accountants’ report prepared by Ernst & Young, the text of
which is set out in Appendix I to this document
“AFRC” Accounting and Financial Reporting Council of Hong Kong
“Articles of Association” or
“Articles”
the articles of association of the Company adopted by the
Shareholders on March 26, 2026 and with effect from the
Listing Date, as amended from time to time, a summary of
which is set out in Appendix V to this prospectus
“associate” has the meaning ascribed thereto under the Listing Rules
“Board” or “Board of Directors” the board of Directors of our Company
“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
“Changguang Precision” Changchun Changguang Precision Instrument Group Co.,
Ltd.* (ʮ̡ ), a company
established in the PRC on May 14, 2013, a wholly-owned
subsidiary of CIOMP
“Changguang Shiyuan” Changchun Changguang Shiyuan Investment Co., Ltd.* (݆ڗ
ʮ̡ ), a company established in the PRC
on December 2, 2019, which is owned as to 16.67% equity
interest by our Company and has no other shareholding
relationship with CIOMP as of the Latest Practicable Date
“Changguang Yuanxin” Changchun Changguang Yuanxin Integrated Circuit Co., Ltd.*
(ʮ̡ ), a company established in
the PRC on October 30, 2020, which is owned as to 50.98%
by our Company as of the Latest Practicable Date and a
subsidiary of our Company
“Changzhou Fangguang” Changzhou Fangguang Phase III Equity Investment
Partnership (Limited Partnership)* (ᛆҳ༟Υ
ྫΆุ(Υྫ)), a limited liability partnership established
in the PRC on October 29, 2020 and one of our Pre-IPO
Investors
“China” or “PRC” the People’s Republic of China, but for the purpose of this
prospectus and for geographical reference only and except
where the context requires, references in this prospectus to
“China” and the “PRC” do not include Hong Kong, the Macau
Special Administrative Region of the PRC and Taiwan
DEFINITIONS
–1 5–


--- page 25 ---
“CIOMP” Changchun Institute of Optics, Fine Mechanics and Physics,
Chinese Academy of Sciences (Έኪၚ੗ዚ૛
הa public research institution of the Chinese
Academy of Sciences, which focuses on the study of
luminescence, applied optics, optical engineering, and
precision mechanics and instrumentation, and is the de facto
controller of UP OPTOTECH
“close associate(s)” has the meaning ascribed thereto under the Listing Rules
“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” or “our Company” or
“the Company”
Gpixel Changchun Microelectronics Inc. (ฆཥ
ʮ̡ ), a limited liability company established in
the PRC on September 3, 2012 and was further converted into
a joint stock limited company on December 26, 2022, formerly
known as Gpixel Changchun Optotech Inc. (Έ
ʮ̡ )
“connected person(s)” has the meaning ascribed thereto under the Listing Rules
“connected transaction(s)” has the meaning ascribed thereto under the Listing Rules
“Controlling Shareholder(s)” has the meaning ascribed in the Listing Rules and unless the
context otherwise requires, refers to Dr. Wang, Dr. Zhang,
Hangzhou Qixin, Zhuhai Yunchen, Zhuhai Xuchen, Zhuhai
Pengchen, Zhuhai Xichen and Zhuhai Xingchen. See
“Relationship with Our Controlling Shareholders” for further
details
“core connected person” has the meaning ascribed thereto under the Listing Rules
“CSRC” China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ၍ଣ
ึ), a regulatory body responsible for the supervision and
regulation of the PRC national securities markets
“DB HiTek” DB HiTek CO., LTD., a company established in South Korea
on April 28, 1953 with its shares listed on Korea Exchange
with stock code: 000990 and an Independent Third Party
“Director(s)” the director(s) of our Company, including all executive,
non-executive and independent non-executive directors
“Donghu Guolong” Wuhan Donghu Guolong Shibei No. 2 Equity Investment Fund
Partnership (Limited Partnership)* (ٰ
ΥྫΆุ (Υྫ)), a limited liability
partnership established in the PRC on April 1, 2022 and one
of our Pre-IPO Investors
“Dr. Ma” Dr. MA Cheng ( ৵ϓ), Deputy General Manager and the
director of R&D of our Company
DEFINITIONS
–1 6–


--- page 26 ---
“Dr. Wang” Dr. WANG Xinyang (ݱؚour founder, chairman of the
Board, executive Director, Chief Executive Officer, General
Manager and one of our Controlling Shareholders
“Dr. Zhang” Dr. ZHANG Yanxia ( ੵᜮᒳ), our executive Director, Deputy
General Manager, Board Secretary, Joint Company Secretary
and one of our Controlling Shareholders
“Exchange Participant(s)” a person: (a) who, in accordance with the Listing Rules, may
trade on or through the Hong Kong Stock Exchange; and (b)
whose name is entered in a list, register or roll kept by the
Hong Kong Stock Exchange as a person who may trade on or
through the Hong Kong Stock Exchange
“Extreme Conditions” the occurrence of “extreme conditions” as announced by any
government authority of Hong Kong due to serious disruption
of public transport services, extensive flooding, major
landslides, large-scale power outage or any other adverse
conditions before Typhoon Signal No. 8 or above is replaced
with Typhoon Signal No. 3 or below
“EXW” Ex Works, a pre-defined commercial shipping arrangement
meaning that the seller makes a product available at a
designated location, and the buyer of the product must cover
the transport costs
“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 new listings
in Hong Kong
“General Rules of HKSCC” General Rules of HKSCC published by the Hong Kong Stock
Exchange and as amended from time to time
“Global Offering” the Hong Kong Public Offering and the International Offering
“Gpixel Belgium” GPIXEL NV (ப΂ʮ̡ ), a public limited
company incorporated on August 9, 2018 under the laws of
Belgium, which is owned as to 68.36% by our Company as of
the Latest Practicable Date and a subsidiary of our Company
“Gpixel Dalian” Gpixel Dalian Microelectronics Inc.* (ฆཥɿϞ
ʮ̡), a company established in the PRC on December 1,
2021 and a wholly-owned subsidiary of our Company
“Gpixel Hangzhou” Gpixel Hangzhou Microelectronics Inc.* (ฆཥ
ʮ̡ ), a company established in the PRC on July 20,
2020, which is owned as to 91.67% by our Company as of the
Latest Practicable Date and a subsidiary of our Company
“Gpixel HK” Gpixel Microelectronics (HK) Limited (ฆཥɿ
ʮ̡ ), a company established in Hong Kong on
December 30, 2025 and a wholly-owned subsidiary of our
Company
“Gpixel Japan” Gpixel Japanٟ( ΈཥҦஔ (˚͉)ʮ̡), a
share company incorporated on January 7, 2016 under the
laws of Japan and a wholly-owned subsidiary of our Company
DEFINITIONS
–1 7–


--- page 27 ---
“Group”, “we” or “us” our Company and all of our subsidiaries or, where the context
so requires, in respect of the period before our Company
became the holding company of its present subsidiaries, the
businesses operated by such subsidiaries or their predecessors
(as the case may be)
“Guoce Xiangchi” Shanghai Guoce Xiangchi Venture Capital Partnership
(Limited Partnership)* ( ɪऎ਷ഄ㔬ཱུ௴ุҳ༟ΥྫΆุ (ࠢ
Υྫ)), a limited liability partnership established in the PRC
on November 2, 2021 and one of our Pre-IPO Investors
“Hangzhou Qixin” Hangzhou Qixin Management Consulting Co., Ltd.* (ψຩ
ப΂ʮ̡ ), a company established in the PRC
on February 1, 2021 and one of our Controlling Shareholders
“H Share Registrar” Tricor Investor Services Limited
“H Share(s)” overseas listed foreign share(s) in our ordinary share capital,
with nominal value of RMB1.00 each, which are to be
subscribed for and traded in Hong Kong dollars, and for which
an application has been made for listing and permission to
trade on the Stock Exchange
“Hikrobot” Hangzhou Hikrobot Co., Ltd.* (ʮ
̡), a company incorporated in the PRC on April 20, 2016 and
an Independent Third Party
“Gaoling Yurun” Beijing Gaoling Yurun Equity Investment Fund, L.P.* ( ̏ԯ৷
ΥྫΆุ (Υྫ)), a limited liability
partnership established in the PRC on October 16, 2020 and
one of our Pre-IPO Investors
“HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued in the
applicant’s own name, submitted online through the designated
website at www.hkeipo.hk
“HK eIPO White Form Service
Provider ”
the HK eIPO White Form service provider designated by our
Company as specified on the designated website at
www.hkeipo.hk
“HK$” or “HKD” or
“Hong Kong Dollars”
Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC” Hong Kong Securities Clearing Company Limited, a wholly
owned subsidiary of Hong Kong Exchanges and Clearing
Limited
“HKSCC EIPO” the application for the Hong Kong Offer Shares to be issued in
the name of HKSCC Nominees and deposited directly into
CCASS to be credited to your or a 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
DEFINITIONS
–1 8–


--- page 28 ---
“HKSCC Operational Procedures” the Operational Procedures of HKSCC in relation to CCASS,
containing the practices, procedures and administrative
requirements relating to operations and functions of CCASS,
as from time to time in force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Offer Shares” the 6,529,500 H Shares initially offered by our Company for
subscription at the Offer Price pursuant to the Hong Kong
Public Offering, subject to reallocation as described in the
section headed “Structure of the Global Offering” in this
prospectus
“Hong Kong Public Offering” the offer of the Hong Kong Offer Shares to the public in Hong
Kong at the Offer Price (plus brokerage of 1%, SFC
transaction levy of 0.0027%, AFRC transaction levy of
0.00015% and Stock Exchange trading fee of 0.00565%),
subject to and in accordance with the terms and conditions set
out in this prospectus
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering listed in
“Underwriting — Hong Kong Underwriters” in this prospectus
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated April 8, 2026 relating to the
Hong Kong Public Offering entered into by our Company, our
Controlling Shareholders, the Joint Sponsors, the Overall
Coordinators and the Hong Kong Underwriters, as further
described in “Underwriting — Commissions and Expenses”
“Huashun Guangzhou” Huashun (Guangzhou) Enterprise Management Partnership
(Limited Partnership)* ( ശഭ(ᄿψ)Άุ၍ଣΥྫΆุ (Υ
ྫ)), a limited liability partnership established in the PRC on
June 18, 2021 and one of our Pre-IPO Investors
“I-TEK Optoelectronics” Hefei I-TEK Optoelectronics Co., Ltd. (ٰ
ʮ̡ ), a company incorporated in the PRC on March
24, 2011 with its shares listed on the Shanghai Stock
Exchange (Stock code: 688610.SH), and an Independent Third
Party
“Independent Third Party(ies)” an individual or a company which, to the best of our
Directors’ knowledge, information and belief, having made all
reasonable enquiries, is not a connected person of the
Company within the meaning of the Listing Rules
“International Offer Shares” the 58,764,700 new H Shares initially offered for subscription
under the International Offering, subject to reallocation as
described in the section headed “Structure of the Global
Offering” in this prospectus
“International Offering” the offer of the International Offer Shares outside the United
States in offshore transactions in reliance on Regulation S
under the U.S. Securities Act and subject to the terms and
conditions of the International Underwriting Agreement, as
further described in “Structure of the Global Offering” in this
prospectus
DEFINITIONS
–1 9–


--- page 29 ---
“International Sanctions Counsel” King & Wood, our legal advisor as to International Sanctions
Laws in connection with the Listing
“International Sanctions Laws” all applicable laws and regulation to economic sanctions,
export controls, trade embargoes and wider prohibitions and
restrictions on international trade and investment related
activities, including those adopted administered and enforced
by the U.S., U.K., EU and its member states, UN or Australia
“International Underwriters” the group of international underwriters expected to enter into
the International Underwriting Agreement to underwrite the
International Offering
“International Underwriting
Agreement”
the international underwriting agreement relating to the
International Offering to be entered into by our Company, our
Controlling Shareholders, the Joint Sponsors, the Overall
Coordinators and the International Underwriters on or around
April 15, 2026
“Jilin Yuanheng” Jilin Yuanheng Equity Investment Partnership (Limited
Partnership)* (ᛆҳ༟ΥྫΆุ (Υྫ))*, a
limited liability partnership established in the PRC on June 29,
2021 and one of our Pre-IPO Investors
“Joint Bookrunners” or
“Joint Global Coordinators” or
“Joint Lead Managers”
the joint bookrunners, the joint global coordinators and 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
“Juyuan Xincheng” Juyuan Xincheng (Jiaxing) Venture Capital Partnership
(Limited Partnership)* (༐ (ྗጳ)௴ุҳ༟ΥྫΆุ (Ϟ
Υྫ)), a limited liability partnership established in the PRC
on September 5, 2020 and one of our Pre-IPO Investors
“Kyocera” or “KYOCERA” KYOCERA Corporation, a company incorporated in Japan on
April 1, 1959 with its shares listed on Tokyo Stock Exchange
with stock code: 6971 and an Independent Third Party
“Latest Practicable Date” March 30, 2026, being the latest practicable date for the
purpose of ascertaining certain information contained in this
prospectus prior to its publication
“Listing Date” the date, expected to be on or about Friday, April 17, 2026, on
which the Shares are listed and dealings in the Shares are first
permitted to commence on the Hong Kong 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
“Luster” LUSTER LightTech Co., Ltd. (ʮ̡ ), a
company established in the PRC on August 13, 2002 with its
shares listed on the Shanghai Stock Exchange (stock code:
688400.SH), an associate of Ms. YANG Yi, one of our
non-executive Directors
DEFINITIONS
–2 0–


--- page 30 ---
“Ningbo Yuxi” Ningbo Yuxi Venture Capital Partnership (Limited
Partnership)* (ဢ௴ุҳ༟ΥྫΆุ (Υྫ)), a
limited liability partnership established in the PRC on August
19, 2015 and one of our Pre-IPO Investors
“Offer Price” HK$39.88 per Offer Share (exclusive of brokerage of 1%, SFC
transaction levy of 0.0027%, AFRC transaction levy of
0.00015% and Stock Exchange trading fee of 0.00565%), 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
“Offer Share(s)” the Hong Kong Offer Shares and the International Offer
Shares, together with, where relevant, any additional H Shares
which may be issued by our Company pursuant to the exercise
of the Over-allotment Option
“Over-allotment Option” the option expected to be granted by our Company to the
International Underwriters, exercisable by the Overall
Coordinators (for themselves and on behalf of the
International Underwriters) pursuant to the International
Underwriting Agreement, pursuant to which our Company may
be required to issue up to an additional 9,794,100 H Shares
(representing not more than 15% of the number of Offer
Shares initially being offered under the Global Offering) at the
Offer Price, to, among other things, cover over-allocations in
the International Offering, if any, further details of which are
described in the section headed “Structure of the Global
Offering” in this prospectus
“Overall Coordinators” the overall coordinators as named in the section headed
“Directors and Parties Involved in the Global Offering” in this
prospectus
“Pingyang Yuanxin” Pingyang Yuanxin No. 6 Venture Capital Partnership (Limited
Partnership)* ( ̻ජ๕อʬ໮௴ุҳ༟ΥྫΆุ (Υྫ)), a
limited liability partnership established in the PRC on
September 24, 2019 and one of our Pre-IPO Investors
“PRC Company Law” Company Law of the PRC* (جas
amended, supplemented or otherwise modified from time to
time
“PRC Legal Advisor” Jia Yuan Law Offices, PRC legal advisor to our Company
“Pre-IPO Investment(s)” the pre-IPO investments in our Company undertaken by the
Pre-IPO Investors, details of which are set out in the section
headed “History, Development and Corporate Structure —
Pre-IPO Investments” in this prospectus
DEFINITIONS
–2 1–


--- page 31 ---
“Pre-IPO Investor(s)” the investors of Pre-IPO Investments, including Zhuhai Qixin
(ؚ߁Gaoling Yurun ( ৷ᵌ༃ᆗ ), Xianjin Zhizao ( ΋ආ
Ⴁி), Guoce Xiangchi ( ਷ഄ㔬ཱུ), Xiamen Yuanfeng (๕
ࢤHuashun Guangzhou ( ശഭᄿψ), Shenzhen Jiusi ( ଉέɘ
ܠJuyuan Xincheng (༐), QIN Hao ( ൕख), Wuhu
Tuochen (ԕ), Suzhou Fangguang ( ᘽψ˙ᄿ), Yibin
Chendao (Ⴗો༸), Shengyu Huatian ( ସρശ˂), Zhongke
Chuangxing (݋Changzhou Fangguang ( ੬ψ˙ᄿ),
Pingyang Yuanxin ( ̻ජ๕อ), Zhongke Xiandao (΋ኬ),
Donghu Guolong (ಳ਷ඤ), Ningbo Yuxi (ဢ),
Zhongke Ketou (ҳ), Thriving Capital (൴ጳ) and
Jilin Yuanheng (ʩЖ)
“Pre-IPO Share Option Scheme” the pre-IPO share option scheme approved and adopted by our
Company on June 20, 2023 (as amended and approved on June
5, 2025), a summary of the principal terms of which is set
forth in the paragraph headed “D. Pre-IPO Share Option
Scheme” in Appendix VI to this prospectus
“Primary Sanctioned Activity” means any activity in a Sanctioned Country or (i) with; or (ii)
directly or indirectly benefiting, or involving the property or
interests in property of, a Sanctioned Target by a listing
applicant incorporated or located in a Relevant Jurisdiction or
which otherwise has a nexus with such jurisdiction with
respect to the relevant activity, such that it is subject to the
relevant sanctions law or regulation
“Regulation S” Regulation S under the US Securities Act
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“Relevant Jurisdiction” means any jurisdiction that is relevant to the listing applicant
and has sanctions related law or regulation restricting, among
other things, its nationals and/or entities which are
incorporated or located in that jurisdiction from directly or
indirectly making assets or services available to or otherwise
dealing in assets of certain countries, governments, persons or
entities targeted by such law or regulation
“Relevant Persons” means a listing applicant, together with its investors and
shareholders and persons who might, directly or indirectly, be
involved in permitting the listing, trading, clearing and
settlement of its shares
“Semiconductor Front-end Processes” the manufacturing steps performed on silicon wafers to form
integrated circuits, mainly including lithography, etching, ion
implantation, deposition, and oxidation
“Semiconductor Back-end Processes” the manufacturing steps after front-end processes, mainly
including wafer testing, dicing, packaging, and final testing to
produce finished semiconductor devices
“Sanctioned Country” means any country or territory subject to a general and
comprehensive export, import, financial or investment
embargo under sanctions related law or regulation of the
Relevant Jurisdiction
DEFINITIONS
–2 2–


--- page 32 ---
“Sanctioned Target” means any person or entity (i) designated on any list of
targeted persons or entities issued under the sanctions-related
law or regulation of a Relevant Jurisdiction; (ii) that is, or is
owned or controlled by, a government of a Sanctioned
Country; or (iii) that is the target of sanctions under the law or
regulation of a Relevant Jurisdiction because of a relationship
of ownership, control, or agency with a person or entity
described in (i) or (ii)
“Sanctioned Trader” means any person or entity that does a material portion (10%
or more) of its business with Sanctioned Targets and
Sanctioned Country entities or persons
“Secondary Sanctionable Activity” means certain activity by a listing applicant that may result in
the imposition of sanctions against the Relevant Person(s) by a
Relevant Jurisdiction (including designation as a Sanctioned
Target or the imposition of penalties), even though the listing
applicant is not incorporated or located in that Relevant
Jurisdiction and does not otherwise have any nexus with that
Relevant Jurisdiction
“Securities and Futures Commission”
or “SFC”
the Securities and Futures Commission of Hong Kong
“Securities Law” the Securities Law of the PRC (جas
amended, supplemented or otherwise modified from time to
time
“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 share capital of our Company with a
par value of RMB1.00 each
“Shareholder(s)” holder(s) of Shares
“Shengyu Huatian” Jiangsu Shengyu Huatian Venture Capital Partnership (Limited
Partnership)* ( Ϫᘽସρശ˂௴ุҳ༟ΥྫΆุ (Υྫ)), a
limited liability partnership established in the PRC on
November 17, 2021 and one of our Pre-IPO Investors
“Shenzhen Jiusi” Shenzhen Jiusi Investment Management Co., Ltd.* ( ଉέ̹ɘ
ʮ̡ ), a limited liability company established
in the PRC on March 13, 2001 and one of our Pre-IPO
Investors
“South Korea” the Republic of Korea
“Sponsor-Overall Coordinators” the sponsor-overall coordinators as named in the section
headed “Directors and Parties Involved in the Global
Offering” in this prospectus
“Stabilizing Manager” CLSA Limited
“State Council” the State Council of the People’s Republic of China ( ʕശɛ͏
΍ձ਷਷ਕ৫ )
“substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules
DEFINITIONS
–2 3–


--- page 33 ---
“Suzhou Fangguang” Suzhou Fangguang Phase III Venture Capital Partnership
(Limited Partnership)* ( ᘽψ˙ᄿɧಂ௴ุҳ༟ΥྫΆุ (ࠢ
Υྫ)), a limited liability partnership established in the PRC
on August 24, 2020 and one of our Pre-IPO Investors
“Thriving Capital” Ningbo Meishan Bonded Port Area Thriving Venture Capital
Partnership (Limited Partnership) (೼ಥਜ൴ጳ௴
ุҳ༟ΥྫΆุ (Υྫ)), a limited liability partnership
established in the PRC on October 9, 2017 and one of our
Pre-IPO Investors
“Tower” Tower Semiconductor Ltd., a company incorporated in Israel
in 1993 and listed on NASDAQ stock exchange with stock
code “TSEM” and an Independent Third Party
“Track Record Period” the period comprising the years ended December 31, 2023,
2024 and 2025
“Tucsen” Tucsen Photonics Co., Ltd. (ʮ̡ ), a
company incorporated in the PRC on April 7, 2011 and an
Independent Third Party
“U.S. dollars”, “US$” or “USD” United States dollars, the lawful currency of the United States
“U.S. Securities Act” the U.S. Securities Act of 1933, as amended, supplemented or
otherwise modified from time to time, and the rules and
regulations promulgated thereunder
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting 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
“Unlisted Share(s)” unlisted ordinary Share(s) issued by our Company, with a
nominal value of RMB1.00 each, which is/are not listed on
any stock exchange
“UP OPTOTECH” Changchun UP Optotech Co., Ltd. (΅Ϟ
ʮ̡), a company established in the PRC on June 26, 2001
with its shares listed on the Shenzhen Stock Exchange (Stock
code: 002338.SZ), a substantial shareholder of our Company
“Wuhu Tuochen” Wuhu Tuochen Private Equity Investment Center (Limited
Partnership)* (ᛆҳ༟ʕː (Υྫ)), a
limited liability partnership established in the PRC on April
13, 2022 and one of our Pre-IPO Investors
“Xiamen Yuanfeng” Xiamen Yuanfeng Xinguang Enterprise Management
Partnership (Limited Partnership)* (ΈΆุ၍ଣΥ
ྫΆุ(Υྫ)), a limited liability partnership established
in the PRC on January 14, 2022 and one of our Pre-IPO
Investors
DEFINITIONS
–2 4–


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“Xianjin Zhizao” Xianjin Zhizao Industry Investment Fund II (Limited
Partnership)* (ɚಂ (Υྫ)), a
limited liability partnership established in the PRC on June 18,
2019 and one of our Pre-IPO Investors
“Yibin Chendao” Yibin Chendao New Energy Industry Equity Investment
Partnership (Limited Partnership)* (ᛆ
ҳ༟ΥྫΆุ (Υྫ)), a limited liability partnership
established in the PRC on April 12, 2021 and one of our
Pre-IPO Investors
“Zhongke Chuangxing” Beijing Phase II Zhongke Chuangxing Hard Technology Venture
Capital Partnership (Limited Partnership)* (݋
Ҧ௴ุҳ༟ΥྫΆุ (Υྫ)), a limited liability
partnership established in the PRC on April 14, 2020 and one of
our Pre-IPO Investors
“Zhongke Ketou” Jilin Zhongke Technology Achievement Transfer Venture
Capital Partnership Enterprise (Limited Partnership)* (ʕ
ᔷʷ௴ุҳ༟ΥྫΆุ (Υྫ)), a limited
liability partnership established in the PRC on September 10,
2018 and one of our Pre-IPO Investors
“Zhongke Xiandao” Jilin Zhongke Xiandao Investment Partnership (Limited
Partnership)* (΋ኬҳ༟ΥྫΆุ (Υྫ)), a
limited liability partnership established in the PRC on January
13, 2022 and one of our Pre-IPO Investors
“Zhuhai Pengchen” Zhuhai Pengchen Qixin Investment Partnership (Limited
Partnership)* (ҳ༟ΥྫΆุ (Υྫ)), a
limited liability partnership established in the PRC on July 22,
2021, an employee shareholding platform of our Company and
one of our Controlling Shareholders
“Zhuhai Qixin” Zhuhai Qixin Investment Center, L.P* (ҳ༟ʕː (Ϟ
Υྫ)), a limited liability partnership established in the PRC
on August 2, 2021 and one of our Pre-IPO Investors
“Zhuhai Xichen” Zhuhai Xichen Qixin Investment Partnership (Limited
Partnership)* (ҳ༟ΥྫΆุ (Υྫ)), a
limited liability partnership established in the PRC on
September 30, 2022, an employee shareholding platform of
our Company and one of our Controlling Shareholders
“Zhuhai Xingchen” Zhuhai Xingchen Qixin Investment Partnership (Limited
Partnership)* (ҳ༟ΥྫΆุ (Υྫ)), a
limited liability partnership established in the PRC on April 2,
2021, an employee shareholding platform of our Company and
one of our Controlling Shareholders
“Zhuhai Xuchen” Zhuhai Xuchen Qixin Investment Partnership (Limited
Partnership)* (ҳ༟ΥྫΆุ (Υྫ)), a
limited liability partnership established in the PRC on July 21,
2022, an employee shareholding platform of our Company and
one of our Controlling Shareholders
DEFINITIONS
–2 5–


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“Zhuhai Yunchen” Zhuhai Yunchen Qixin Investment Partnership (Limited
Partnership)* (ҳ༟ΥྫΆุ (Υྫ)), a
limited liability partnership established in the PRC on
February 7, 2021, an employee shareholding platform of our
Company and one of our Controlling Shareholders
* For identification only
DEFINITIONS
–2 6–


--- page 36 ---
This glossary of technical terms contains explanations of certain technical terms used in this
prospectus. As such, these terms and their meanings may not correspond to standard industry
meanings or usage of these terms.
“ADC” analog-to-digital converter, a converter that changes analog
signals into digital data
“APS-C” advanced photo system type-C, also known as advanced photo
system-classic type, a specification for measuring the optical
size of CMOS image sensors, which is generally 29.3mm
when referring to the optical size of CMOS image sensors
“AR” augmented reality
“area array” or “area array sensor” a form of CMOS image sensors featuring pixels arranged in a
two-dimensional matrix, which allows them to capture a
complete 2D image in a single exposure
“BSI” back-side illuminated, a CMOS image sensor design where
light goes straight into the part that captures it, without wires
getting in the way, which allows the sensor to catch more light
“CAGR” compound annual growth rate
“CCD” charge coupled device
“CFA” color filter array
“CIS” CMOS image sensor
“CMOS” complementary metal-oxide semiconductor, a fabrication
process for sensors. “CMOS image sensor” is an image sensor
using the CMOS technology
“DSC” digital still camera
“DSLR” digital single-lens reflex camera
“Direct Time-of-Flight” a distance measurement method that calculates depth by
directly measuring the travel time of a light pulse from the
emitter to the object and back to the sensor
“ECCN” Export Control Classification Number, a five-character
alphanumeric code used to categorize items for U.S. export
control purposes
“EDA” electronic design automation
“FPD” flat panel display
“FPGA” field programmable gate array, a type of semiconductor sensor
that can be programmed and reconfigured after manufacturing
to perform different digital logic functions
“fps” frame per second
GLOSSARY OF TECHNICAL TERMS
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“FSI” front-side illuminated, the traditional CMOS image sensor
design in which light enters from the circuit side of the
photodiode. As part of the light is blocked by the wiring, the
sensor captures less light
“Gbps” gigabits per second
“GDS” graphic database system, a file format for integrated circuit
layouts
“Gpix/s” giga pixels per second
“HDR” high dynamic range, a way of capturing, processing and
reproducing a video content or an image which increases
detail in both the shadows and highlights of a scene
“IC” or “integrated circuit” integrated circuit, a type of miniature electronic device or
component, manufactured using semiconductor techniques,
integrating all the necessary transistors, resistors, capacitors,
inductors and their connecting wires for a circuit onto a
semiconductor wafer (such as a silicon chip or substrate),
which is then soldered and encapsulated within a casing to
form an electronic device with the desired circuit functions
“IDM” integrated device manufacturer, a semiconductor company
which designs, manufactures and sells integrated circuit (IC)
products
“IR” infrared, a type of electromagnetic radiation with wavelength
just greater than that of the red end of the visible light
spectrum but less than that of microwaves
“ISO” the International Organization for Standardization, an
independent, non-governmental organization that develops and
publishes international standards
“Indirect Time-of-Flight” a distance measurement method that estimates depth by
analyzing the phase shift between emitted modulated light and
received reflected light
“ISP” image signal processor, a hardware component or subsystem in
digital imaging devices responsible for capturing, processing
and enhancing images from a camera sensor
“LED” light-emitting diode, a semiconductor diode that emits light
when voltage is applied
“linear array” or “linear array sensor” a form of CMOS image sensors featuring pixels arranged in
lines and capturing 2D images by scanning objects moving at
a constant speed perpendicular to the sensor’s orientation
“MHz” megahertz, a unit of alternating current or electromagnetic
wave frequency equal to one million hertz
“MP” mega pixel, 1 million pixels, a measurement used to describe
the resolution of digital cameras and image sensors
GLOSSARY OF TECHNICAL TERMS
–2 8–


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“MWh” megawatt-hour, a unit of measure of electric energy
“OEM” original equipment manufacturer, a company that produces
parts or equipment that are then marketed and sold by another
company
“OLED” organic light-emitting diode, an LED technology used for flat
panel displays, in which the emissive electroluminescent layer
is a film of organic compounds which emit light in response to
an electric current
“optical format” the size of an image sensor and is measured by the diagonal
length of the area of the CMOS image sensor that actually
receives light
“OSAT” outsourced semiconductor assembly and test
“PCB” printed circuit board, a mechanical base used to hold and
connect the components of an electric circuit
“photomask” an opaque plate used to replicate circuit layouts onto the wafer
during the wafer manufacturing process
“Prosumer” it refers to a user segment between professional and consumer
markets, such as advanced photography enthusiasts,
semi-professional content creators, or small studios, who
require higher imaging performance than ordinary consumers
but at lower cost and complexity than professional-grade
solutions
“R&D” research and development
“Readout Speed” the rate at which pixel data is extracted from an image sensor,
affecting image capture speed and motion distortion
“sCMOS” scientific CMOS, a new sensor technology primarily aimed at
enhancing imaging in scientific and industrial applications
“sq.m.” square meters
“TDI” time-delay integration, an advanced imaging technology used
in line scan cameras to capture high-quality images of
fast-moving objects, especially in low-light conditions
“ToF” time-of-flight, a method for measuring the distance between a
sensor and an object, based on the time or phase difference
between the emission of a signal and its return to the sensor,
after being reflected by an object. ToF can be further
categorized as direct time-of-flight (“ dToF”) and indirect
time-of-flight (“ iToF”)
“ultra-HD” ultra-high-definition, which includes 4K and 8K digital video
formats
“VR” virtual reality
“WLCSP” wafer-level chip scale package, a type of semiconductor
package where the chip is packaged directly at the wafer level
GLOSSARY OF TECHNICAL TERMS
–2 9–


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This prospectus includes forward-looking statements. All statements other than statements of
historical facts contained in this prospectus, including, without limitation, those regarding our future
financial position, our strategy, plans, objectives, goals, targets and future developments in the markets
where we participate or are seeking to participate, and any statements preceded by, followed by or that
include the words “believe,” “expect,” “estimate,” “predict,” “aim,” “intend,” “will,” “may,” “plan,”
“consider,” “anticipate,” “seek,” “should,” “could,” “would,” “continue,” or similar expressions or the
negative thereof, are forward-looking statements. These forward-looking statements involve known and
unknown risks, uncertainties and other factors, some of which are beyond our control, which may cause
our actual results, performance or achievements, or industry results, to be materially different from any
future results, performance or achievements expressed or implied by the forward-looking statements.
These forward-looking statements are based on numerous assumptions regarding our present and future
business strategies and the environment in which we will operate in the future. Important factors that
could cause our actual performance or achievements to differ materially from those in the
forward-looking statements include, among others, the following: (a) general political and economic
conditions, including those related to the jurisdictions where we operate; (b) our business prospects and
our ability to successfully implement our business plans and strategies; (c) future developments, trends
and conditions in the industry and markets in which we operate or into which we intend to expand; (d)
our capital expenditure plans; (e) the actions and developments of our competitors; (f) our financial
condition and performance; (g) our dividend policy; (h) any changes in the laws, rules and regulations
of the central and local governments in the jurisdictions where we operate and the rules, regulations and
policies of the relevant governmental authorities relating to all aspects of our business and our business
plans; (i) changes or volatility in interest rates, foreign exchange rates, equity prices or other rates or
prices, including those pertaining to the jurisdictions, the industry and markets in which we operate; (j)
various business opportunities that we may pursue; and (k) capital market developments, changes in the
global economic conditions and material volatility in the global financial markets.
Additional factors that could cause actual performance or achievements to differ materially
include, but are not limited to, those discussed under “Risk Factors” and elsewhere in this prospectus.
We caution you not to place undue reliance on these forward-looking statements, which reflect our
management’s view only as of the date of this prospectus. We undertake no obligation to update or
revise any forward-looking statements, whether as a result of new information, future events or
otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed
in this prospectus might not occur. All forward-looking statements contained in this prospectus are
qualified by reference to the cautionary statements set out in this section.
FORWARD-LOOKING STATEMENTS
–3 0–


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You should carefully read all of the information in this prospectus including the risks and
uncertainties described below before making an investment in our H Shares. Our business, financial
position or results of operations could be materially and adversely affected by any of the risks
mentioned in this section. The trading price of our H Shares could decline due to any of these risks,
and you may lose all or part of your investment. You should pay particular attention to the fact that
we are a company incorporated in the PRC, our business is primarily located in the PRC, Belgium
and Japan and we are governed by a legal and regulatory environment that may differ from that
prevails in other countries and jurisdictions. For more information concerning the market in which
we operate and certain related matters discussed below, please see “Regulatory Overview” and
“Appendix V — Summary of Articles of Association” for further details.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
The markets for our products are highly and increasingly competitive. If we are not able to
compete successfully, our business, results of operations and future prospects will be harmed.
The industry in which we operate is highly competitive worldwide and increasingly characterized
by rapid product iteration, quick response to customers’ preference and increasing demand for quality
products and price sensitivity. In particular, in 2024, the top five market players, together accounted for
84.2% of the global industrial CIS market by revenue, indicating a highly concentrated landscape
dominated by a few international and regional leaders. The combined market share of the top five
market players in the global scientific CIS market reached 71.4%, indicating a strong presence of
specialized suppliers in this high-precision segment. Overall, there are approximately 20 notable CIS
industry participants worldwide, indicating that the number of players is relatively limited.
Nevertheless, competition remains intense, with the market predominantly led by international
enterprises and leading companies in each application segment capturing substantial shares. Some of
our competitors may have longer track records and greater financial and other resources to invest in
research, development and marketing of their products to increase their competitiveness. The selling
price of our products and revenues generated by our products may also be driven down due to intense
competition. There can be no assurance that we can continue to compete successfully in the future or
sustain our market share. If we are not able to design or introduce to the market CMOS image sensors
with the design and specifications which are compatible with end-market applications as quickly as
other market players, or if we fail to expand our product portfolio and maintain competitive prices, or if
the number of competitors increases substantially, or if the service quality of other market players
improves significantly, or the commercial terms that our competitors could offer are more competitive,
we may lose our competitive position, and our operating results, financial condition, profitability and
prospects will be materially and adversely affected.
If we are unable to design or deliver high quality and innovative products that address the
evolving customer preferences, or if our expansion into various application areas falls short of
expectations, our business may be materially and adversely affected.
Our products are primarily based on the design of CMOS image sensors, and our future success
depends on the successful expansion of our CMOS image sensors product portfolio and customer base.
Our customers are constantly seeking new products with more features and functionality at lower cost,
and our success relies heavily on our ability to continue to develop and provide our customers with new
and innovative products and improvements of existing products at favorable prices. In order to gain
market share and remain at the forefront of the CIS industry, we must constantly introduce new and
innovative products and respond to new and evolving customer demands.
RISK FACTORS
–3 1–


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The success of a new product depends on a variety of specific implementation factors, including:
(a) timely development of new technologies and adaption to changes in existing technologies; (b)
Successful tape-out and validate of new designs to ensure performance, functionality, and
manufacturability before mass production; (c) timely and cost-effective processing and mass production
to accommodate new product designs, while ensuring functionality, performance and reliability; (d)
effective marketing, sales and services to gain market share; and (e) strong and sustainable market
demand.
Product design, development, innovation, and iteration is often a complex, time-consuming and
costly process involving significant investment in R&D with no assurance of return on investment. In
2023, 2024 and 2025, we incurred R&D expenses of RMB131.5 million, RMB130.2 million and
RMB186.2 million, respectively, accounting for 21.7%, 19.3% and 21.7%, respectively, of our revenue
for the corresponding periods. Meanwhile, the market in which we operate is highly competitive,
characterized by rapidly changing technologies. There can be no assurance that we will be able to
develop and introduce new and enhanced products in a timely or efficient manner. Failure to develop
new technologies in a timely manner or to react quickly to changes in existing technologies could
materially delay our development of new and enhanced products.
The development of new and more complex products can increase our cost of revenue and
adversely affect our gross margins.
A key component of our future success is the continued development of new and innovative
products and technologies, which include new generations of CMOS image sensors incorporating
enhancements such as high shutter efficiency, high frame rates, high-speed and low-noise readout
circuitry, back-illuminated and high-sensitivity pixel designs, wide dynamic range and
high-full-well-capacity pixel structures, as well as 3D-stacked sensor technologies. These new products
and technologies are often very complex and may require additional equipment and resources to
develop and manufacture. In addition, for these new products, we may initially experience lower
production yields than our other more established products. These new products and technologies also
often have a higher cost structure than our existing products and technologies because we must devote
more time and effort to developing the products and technologies and our suppliers and manufacturers
may incur additional costs by acquiring new equipment or components in order to meet our design
specification and capacity requirements. As our product mix shifts to include a higher volume of these
new products and technologies, our gross margins may be lower than in comparable historical periods.
We have incurred loss in developing new and more complex products. Taking into account the
share-based payments expenses, for each year during the Track Record Period, we recorded seven, six
and four loss-making projects, incurring a total loss of approximately RMB2.9 million, RMB16.4
million and RMB6.3 million for the corresponding year. For details, see “— we had loss-making
projects during the Track Record Period” in this section and “Business — Loss-making project during
the Track Record Period” in this prospectus.
The average selling price of our products may face downward pressure, which may adversely
affect our profit margins, result of operations and financial condition.
The average selling price of our products is influenced by a variety of factors beyond our control,
including but not limited to raw material costs, competitor pricing, market trends and labor costs. The
average selling price of our CMOS image sensors has experienced a decrease during the Track Record
Period, primarily due to the variations of product mix. For instance, we expanded into mainstream
product markets during the Track Record Period, which generally have lower selling prices. For each
year during the Track Record Period, the sales volume of mainstream products were 83,911 units,
231,025 units and 392,691 units, and revenue generated from sales of mainstream products amounted to
RMB20.6 million, RMB43.1 million and RMB89.7 million, representing approximately 3.4%, 6.4% and
10.5% of our total revenue for the respective periods. The rationale for expanding into the mainstream
RISK FACTORS
–3 2–


--- page 42 ---
market was to increase our sales volume, and thereby boost our revenue and support financial growth.
To this end, we are upgrading our packaging and testing capabilities through automation, expanding its
engineering team, and increasing procurement from key suppliers to enhance supply chain relationships,
quality and operational efficiency for future market expansion. We cannot predict the future trend of the
average selling price of our products, nor can we guarantee that the fluctuation of average selling price
will not continue. Any decline in the average selling price may result in reduced gross profit, which
may adversely affect our results of operations and financial condition.
The use of our image sensors in end-user products in the medical industry could result in us being
named as a defendant in product liability claims, which could adversely affect our business and
reputation.
Our image sensors have been incorporated into certain end-user products in the medical industry,
and we expect that they will continue to increase as a percentage of our overall business. The use of the
medical industry products into which our image sensors are designed could result in an unsafe
condition, injury, or even death as a result of, among other factors, component failures, manufacturing
flaws, design defects or inadequate disclosure of product-related risks or product-related information.
These factors could result in product liability claims seeking damages for personal injury, and we could
be named as a defendant in such claims. We only began generating revenue from our medical imaging
application in 2024, recording RMB20.2 million from customized sensor solutions and RMB0.5 million
from standard products for the two years ended December 31, 2025. However, because the outcome of
product liability claims is not predictable and is difficult to assess or quantify, we cannot provide
assurance that such claims will not materially adversely affect our business or damage the reputation of
our products or our Group.
Problems with wafer manufacturing and/or back-end processing yields could result in higher
product costs and could impair our ability to meet customer demand for our products.
If the foundries manufacturing the wafers used in our products cannot achieve the yields we
expect, we could incur higher unit costs and reduced product availability. Foundries that supply wafers
have experienced problems in the past achieving acceptable wafer manufacturing yields. Wafer yields
are a function of both our design technology and the particular foundry’s manufacturing process
technology. During the Track Record Period, our overall wafer yields ranged from approximately 60%
to 75%. The risks of low or unstable wafer yields increase with our introduction of more advanced and
novel products and technology, as well as with increased customer demand that requires these new
products to be produced more quickly and in greater quantities than our historical volume. Certain risks
are inherent in the introduction of new products and technology. Low yields may result from design
errors or manufacturing failures in new or existing products. During the early stages of production,
production yields for new products are typically lower than those of established products. Unlike many
other semiconductor products, optical products can be effectively tested only when they are complete.
Accordingly, we perform final testing of our products only after they are assembled. As a result, yield
problems may not be identified until our products are well into the production process. The risks
associated with low yields could be increased because we rely on third party foundries for our wafers,
which can increase the effort and time required to identify, communicate and resolve manufacturing
yield problems. In addition to wafer manufacturing yields, our products are subject to yield loss in
subsequent manufacturing steps, often referred to as back-end processing, such as the application of
color filters and micro-lenses, dicing and packaging. Any of these potential problems with wafer
manufacturing and/or back-end processing yields could result in a reduction in our gross margins and/or
our ability to timely deliver products to customers, which could adversely affect our customer relations
and make it more difficult to sustain and grow our business.
RISK FACTORS
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Our lengthy manufacturing, packaging and assembly cycle, in addition to our customers’ design
cycle, may result in uncertainty and delays in generating revenues.
The production of our image sensors requires a lengthy manufacturing, packaging and assembly
process, typically lasting approximately four to 12 months. Additional time may pass before a customer
commences taking volume shipments of products that incorporate our image sensors. Even when a
manufacturer decides to design our image sensors into its products, the manufacturer may never ship
final products incorporating our image sensors. Given this lengthy cycle, we experience a delay
between the time we incur expenditures for research and development and sales and marketing efforts
and the time we generate revenue, if any, from these expenditures. This delay makes it more difficult to
forecast customer demand, which adds uncertainty to the manufacturing planning process and could
adversely affect our operating results. In addition, the product life cycle for certain of our image-sensor
products designed for use in certain applications can be relatively short. If we fail to appropriately
manage the manufacturing, packaging and assembly process, our products may become obsolete before
they can be incorporated into our customers’ products and we may never realize a return on investment
for the expenditures we incur in developing and producing these products.
Our ability to deliver products that meet customer demand is dependent upon our ability to meet
new and changing requirements for color filter application and image-sensor packaging.
We expect that as we develop new products to meet technological advances and new and changing
industry and customer demands, our color filter application and ceramic, glass and chip scale packaging
requirements will also evolve. Our ability to continue to profitably deliver products that meet customer
demand is dependent upon our ability to obtain third party services that meet these new requirements
on a cost-effective basis. For each year during the Track Record Period, we incurred costs from such
third-party service providers of RMB28.3 million, RMB16.8 million and RMB24.8 million,
respectively. There can be no assurances that any of these parties will be able to develop enhancements
to the services they provide to us to meet these new and changing industry and customer requirements.
Furthermore, even if these service providers are able to develop their services to meet new and
evolving requirements, these services may not be available at a cost that enables us to sustain our
profitability.
The high level of complexity and integration of our products increases the risk of latent defects,
which could damage customer relationships and increase our costs.
Our products are based upon evolving technology, and because we integrate many functions on a
single chip, are highly complex. The integration of additional functions into already complex products
could result in a greater risk that customers or end-users could discover latent defects or subtle faults
after we have already shipped significant quantities of a product. Although we test our products, we
have in the past and may in the future encounter defects or errors. Delivery of products with defects or
reliability, quality or compatibility problems may damage our reputation and ability to retain existing
customers and attract new customers. In addition, product defects and errors could result in additional
development costs, diversion of technical resources, delayed product shipments, increased product
returns, product warranty costs for recall and replacement and product liability claims against us which
may not be fully covered by insurance.
Backlog is subject to unexpected adjustments and cancelations and, therefore, may not be
indicative of our future results of operations.
Project backlog represents an estimate of the remaining aggregate contract sum of our customized
sensor solution projects as at a certain date. The contract sum of a project represents the amount that
we expect to receive under the terms of the contract, assuming the contract is performed in accordance
with its terms. Backlog is not a measure defined by generally accepted accounting principles and may
not be indicative of future results of operations. For details, please refer to the section headed
“Business — Our Customers — Project Backlog” in this prospectus. As at February 28, 2026, the
aggregate contract sum of backlog of our customized sensor solutions was approximately RMB299.9
million. However, this figure is based on the assumption that our relevant contracts will be performed
in full in accordance with their terms. The termination or modification of any one or more major
RISK FACTORS
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contracts may have a substantial and immediate effect on our backlog. However, we cannot guarantee
that the amount estimated in our backlog will be realised in full, in a timely manner, or at all, or that,
even if it is realised, such backlog will result in profits as expected. As a result, you should not rely on
our backlog information as an indicator of our future earnings.
We rely on a limited number of third party suppliers for wafer fabrication and packaging and
testing services. We may have limited control over the availability and costs of such services.
As a fabless company, we do not own any wafer fabrication facilities. During the Track Record
Period, Tower and DB HiTek have been our major third-party foundry suppliers. For each year during
the Track Record Period, the purchases from our top five suppliers in each period, which mainly
include our major foundry suppliers and outsourced packaging service providers, accounted for 74.7%,
63.7% and 70.5% of our total purchase amount for the respective periods.
We depend on our foundry suppliers to allocate an appropriate portion of their production capacity
to meet our needs, to produce products of acceptable quality at acceptable final test yields, so that we
can deliver the final sensor products to our customers on a timely basis at acceptable prices. If our
foundry suppliers raises their prices or are unable to provide us with the required capacity for any
reason, such as shortages, or delays in the shipment of semiconductor equipment or raw materials, or if
our business relationships with our foundry suppliers deteriorate, we may not be able to obtain the
required capacity and would have to seek alternative foundries, which may not be immediately
available commercially on reasonable terms, or available technically without large investment in
process-related R&D and investment in new photomask sets. In addition, if our foundry supplier suffers
any damage to its facilities, experiences power outages, encounters financial difficulties, or suffers any
other disruption or reduction in efficiency, we may encounter supply delays or disruptions. See “— Our
operations and those of our production partners are vulnerable to natural disasters and other events
beyond our control, the occurrence of which may have an adverse effect on the supply chain of our
suppliers and on our facilities, personnel and results of operations” in this section.
Furthermore, the engagement of outsourced packaging service providers may expose us to risks
associated with non-performance, delayed performance or substandard performance. In such case, we
will have to replace service providers and additional costs will be incurred. We may also incur
additional costs or be subject to liability due to delays in schedule or defects in the works of packaging
companies. See “— The complexity of our products may lead to undetected defects, failures or
reliability issues in our products, which could materially and adversely affect our business, results of
operations and financial condition” in this section. If we are unable to engage qualified packaging
companies, or if we are unable to monitor the performance of these companies, our business and results
of operations may be materially and adversely affected.
Disruptions, damages or destructions to our packaging facility may materially and adversely
affect our business, results of operations and financial condition.
We operate one packaging facility in the PRC and our sales are partially dependent on the
continued operation of such packaging facility. Our packaging facility is subject to inspection,
maintenance and replacement of our machinery during which production capacity may be affected. Our
packaging facility is also subject to operation risks and disruptions such as interruptions of utilities
supplies including water and electricity, labor disputes and industrial accidents. A power surge or
outage could disrupt or even result in the halt of our production process. There is no assurance that our
machinery will not be damaged or lost as a result of, among others, improper operation, fire, adverse
weather conditions, theft, robbery or natural disasters. See “— Our operations and those of our
production partners are vulnerable to natural disasters and other events beyond our control, the
occurrence of which may have an adverse effect on the supply chain of our suppliers and on our
facilities, personnel and results of operations” in this section. We may also need to incur additional cost
to repair or replace any damaged machinery or equipment. Machinery may also break down or fail to
function normally due to wear and tear or mechanical or other issues. If any failed or damaged
machinery cannot be repaired or replaced, or if any lost machinery cannot be replaced in a timely
manner, our operations and financial performance could be adversely affected.
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Our business depends substantially on the efforts of our management and skilled personnel,
including R&D personnel. Our operations may be severely disrupted if we lost their service.
Our future performance depends on the service and contribution of our management to oversee
and execute our business plans, identify and pursue new opportunities and product innovations. Any
loss of service of our management can significantly delay or prevent us from achieving our strategic
business objectives, and adversely affect our business, financial condition and operating results. From
time to time, there may be changes in our management team, resulting from the hiring or departure of
executives, which could also disrupt our business. Hiring suitable replacements and integrating them
into our existing teams also require a significant amount of time, training and resources, and may
impact our existing corporate culture.
Additionally, our future success depends, to a significant extent, on our ability to attract, recruit
and train qualified employees and retain existing key personnel in our R&D team. Competition for
skilled personnel is often intense, and we may incur significant costs to attract and retain skilled
personnel in our R&D team. We may not be successful in attracting, integrating, or retaining qualified
personnel to fulfill our current or future needs. We have experienced, and we expect to continue to
experience, difficulty in hiring and retaining skilled employees with appropriate qualifications in
competition with other companies, particularly in the areas of design and product development. Job
candidates and existing employees often consider the value of the share-based incentives they receive in
connection with their employment. If the estimated value of our Share or share-based incentives
declines, it may adversely affect our ability to retain skilled employees. If we fail to attract new
personnel or fail to retain and motivate our current personnel, our business and prospects could be
adversely affected.
Any material inaccurate cost estimation or cost overruns may adversely affect our financial
results.
When determining our quotations for our customized sensor solutions, we would estimate the time
and costs involved in a project taking into account project scope, workload, design complexity, process
standards, customer budget, expected future orders and the level of competition in market.
There is no assurance that the actual amount of time and costs incurred during the performance of
our projects would not exceed our estimation. The actual amount of time and costs incurred in
completing a project may be adversely affected by many factors, including accidents, unexpected
increase in the amount of rectification works requested by our customers, and other unforeseen
problems and circumstances. Any material inaccurate estimation in the time and costs involved in a
project may give rise to delays in completion of works and/or cost overruns, which in turn may
materially and adversely affect our Group’s financial condition, profitability and liquidity.
Taking into account the share-based payments expenses, for each year during the Track Record
Period, we recorded seven, six and four loss-making projects, incurring a total loss of approximately
RMB2.9 million, RMB16.4 million and RMB6.3 million for the corresponding year. Such losses were
primarily attributable to underestimation of project costs. The impact of these projects on our Group’s
overall performance was relatively minor. For further details of the loss-making project, please refer to
the paragraph headed “Financial Information — Description of Major Components of our Results of
Operations — Gross Profit and Gross Profit Margin” in this prospectus.
During the Track Record Period, our customized sensor solutions service contracts are generally
based on installment payments. In the event that we underestimated our R&D expenses, we are unable
to pass on the risk of increased R&D expenses to our customers and our profitability may be adversely
affected.
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Our operations may be subject to transfer pricing adjustment.
During the Track Record Period, there were intra-group transactions among our Company and its
subsidiaries. For each year during the Track Record Period, the intra-group transactions with Gpixel
Belgium and Gpixel Japan amounted to RMB105.0 million, RMB93.4 million and RMB79.2 million,
for the respective periods. We cannot assure you that the relevant tax authorities would not challenge
the transfer pricing arrangement of our Group. If any regulatory tax authority determines that our
transfer pricing arrangements do not comply with the relevant transfer pricing laws and regulations, we
may face adverse tax consequences, such as the payment of outstanding tax, statutory interest or tax
penalty. Tax authorities may require us to adjust income and expenses for local tax purposes by
requiring a transfer pricing adjustment. Our Directors are of the view that our intra-group transactions
during the Track Record Period were consistent with the arm’s length principle. We cannot assure you
that the transfer pricing laws will not be modified, or the taxation authorities will not challenge our tax
filings in the past, which, as a result, may require changes to our transfer pricing arrangements or
operating procedures. A transfer pricing adjustment could adversely affect us by increasing our tax
liabilities, which could further result in late payment fees and other penalties or limit our ability to
obtain preferential tax treatments and other financial incentives. Please see the section headed
“Business — Intra-group Transactions” in this prospectus for more details of our intra-group
transactions.
The loss of, or a significant reduction in sales to our major customers would adversely affect our
business, results of operations and financial condition.
Our business, results of operations and financial condition for the foreseeable future may be
adversely affected by the loss of, or a significant reduction in sales to our major customers. For each
year during the Track Record Period, the revenue from our top five customers in each period accounted
for 45.8%, 33.5% and 40.7% of our total revenue for the respective periods. In the future, our current
major customers may decide not to purchase our products or solutions, may purchase fewer of our
products or solutions than they did in the past, or may alter their purchasing patterns. Additionally,
revenue from any single major customer — or our overall customer concentration — may vary from
period to period. If we fail to meet our major customers’ expectations regarding product quality,
availability, or user experience, our relationships with them could suffer. In the meantime, we may fail
to increase sales or expand our customer base. If our major customers scale back or terminate their
business relationship with us, or if we are unable to negotiate favorable contractual terms with them, or
we are unable to secure new customers at all or on favorable or comparable terms, our business,
financial condition and results of operations may be materially and adversely affected.
If we fail to maintain adequate inventory, or if we mismanage our inventory, we could lose sales
or incur high inventory-related expenses, which could negatively affect our financial condition and
results of operations.
Our inventories mainly include finished goods held for sale in the ordinary course of business,
work-in-progress, components and raw materials and supplies to be consumed in production or
provision of services. As of December 31, 2023, 2024 and 2025, we had inventories of RMB373.1
million, RMB286.7 million and RMB353.0 million, respectively. The inventory turnover days for the
years ended December 31, 2023, 2024 and 2025 were 559 days, 436 days and 412 days, respectively.
Our business model requires us to manage our inventories efficiently.
We depend on our demand forecasts to make purchase decisions for wafers, components and raw
materials and to pace the production progress of our products, while manage our inventories to a
reasonable level. Such demand, however, can change significantly from time to time and we may not
always be able to accurately make predictions. Demand may be affected by general market conditions,
end market conditions, new product launches, pricing and discounts, and not all of them are within our
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control. In addition, as we develop and market a new product, we may not be successful in establishing
stable and favorable supplier relationships or accurately forecasting demand. The acquisition of certain
types of wafers, components, and raw materials may require significant lead time and prepayment and
they may not be returnable. Furthermore, as we plan to continue expanding our product offerings, we
expect the inventory will expand accordingly, which will make it more challenging for us to manage
our inventory and logistics effectively.
We assess impairment to inventories at each period during the Track Record Period and may make
provision to write down our inventories to the net realizable value if they become obsolete, damaged or
their prices decrease, and their net realizable value is lower than the costs. As of December 31, 2023,
2024 and 2025, we recognized inventory provision of RMB29.5 million, RMB32.8 million and
RMB46.3 million, respectively. If we continue to experience inventory write-down, our profitability,
financial results and prospects will be negatively affected.
We cannot guarantee accurate demand forecasting or determine appropriate inventory levels to
maintain. Any change in end customer demand for our products or the occurrences of catastrophic
events may have an adverse impact on our product sales, which may in turn lead to decline in inventory
value or inventory write-off. Any of the above may materially and adversely affect our results of
operations and financial condition. On one hand, if we overestimate customer demand, we may
accumulate excess inventory, leading to potential obsolescence and the need for write-off. On the other
hand, if we underestimate demand for our products, or if our suppliers fail to supply in a timely
manner, we may experience inventory shortages, which may result unfulfilled orders and revenue loss,
any of which could harm our business, financial condition and results of operations.
The complexity of our products may lead to undetected defects, failures or reliability issues in our
products, which could materially and adversely affect our business, results of operations and
financial condition.
Our customers generally have stringent requirements for quality, performance and reliability. Due
to the complex product design, our products may contain undetected defects, failures or reliability
issues when first introduced or after commencement of operation, which might require product
replacement or recall. Further, changes of raw material used in the production processes may cause our
products to fail. If defects and failures occur in our products, we could experience lost revenue,
increased costs, including warranty expenses and costs associated with after-sales services,
cancellations or rescheduling of orders or shipments, and product returns or discounts, any of which
would harm our operating results. Additionally, such incidents could disrupt the development,
production, and launch of new products, leading to further financial and operational setbacks.
In addition, the risk of product recalls and product liability claims, and associated adverse
publicity, is inherent in the development and sales of our products. Our products and the products of
third parties in which our products are integrated are becoming increasingly sophisticated and
complicated as technologies continue to advance. In particular, although our CIS designed for medical
imaging serve only as components of third parties’ product and are not directly subject to strict product
liabilities, as these products are intended for use in medical devices, any actual or perceived defects or
non-compliance with applicable quality or regulatory requirements could result in product recalls,
litigation, regulatory inquiries or reputational harm.
We cannot assure you that the measures we have taken to ensure the quality of products could
prevent any of the above incidents from occurring. In the event of any quality issues, we could be
subject to complaints and product liability claims and we may not be able to seek indemnification from
our third-party suppliers. If we engage in legal proceedings against our third-party suppliers, such
proceedings may be time consuming and costly regardless of the outcomes. Any such issues may
materially and adversely affect our business, results of operations and financial condition.
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The markets for our major raw materials have historically been subject to fluctuation. An
increase in prices of raw materials or shortage in supply may disrupt our supply chain, increase
our production costs and delay deliveries of our products to customers.
We depend on third party wafer foundries, suppliers of other components such as ceramic
packages and cover glass, and packaging factories for the production of our products, whom in turn
depend on suppliers upstream to provide a variety basic materials and supplies for their own
manufacturing and packaging processes. The raw materials sourced for the manufacturing and
packaging processes of our products 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 and governmental regulations and policies. During the Track
Record Period, our cost of raw material included in cost of sales amounted to RMB137.5 million,
RMB169.7 million and RMB202.8 million. We typically negotiate prices with our suppliers based on
the prevailing market rates and the quantities that we purchase. We cannot assure that we can timely
obtain the raw materials in a reasonable price and to avoid delaying delivery of our products to
customers in the future, and our operation and financial position may be adversely affected should there
be increase in prices of raw materials or shortage in supply.
We may be exposed to credit risk arising from our trade receivables. Failure to collect our trade
receivables in a timely manner or at all could have a material and adverse impact on our business,
financial condition, liquidity and prospects.
Our trade and notes receivables primarily include amounts due from our customers for products or
services in the ordinary course of business. As of December 31, 2023, 2024 and 2025, our trade and
notes receivables amounted to RMB114.7 million, RMB184.7 million and RMB235.3 million,
respectively. The turnover days of our trade and notes receivables for the years ended December 31,
2023, 2024 and 2025 were 69 days, 81 days and 90 days, respectively. The credit periods granted to our
customers vary based on the transaction amount and our relationship with the customer. See “Financial
Information — Discussion of Certain Key Consolidated Statements of Financial Position Items — Trade
and Notes Receivables” in this prospectus. We may not be able to receive such customers’ payment of
uncollected debts in full, or at all, and may be exposed to credit risk. The occurrence of such event
would adversely affect our financial condition and results of operations.
We have limited control over the operations of our distributors. Our business may be negatively
affected due to risks relating to the acts of our distributors and their potential breach of
distribution agreements.
During the Track Record Period, we engaged third-party distributors for the sales of our products.
During the Track Record Period, revenue from distributors amounted to RMB34.1 million, RMB25.4
million and RMB28.7 million, representing 5.6%, 3.8% and 3.3% of our total revenue for the respective
periods. The performance of our distributors may have direct impacts on our revenue and profitability.
There can be no assurance that we will be successful in effectively managing our distributors or
detecting any non-compliance of our distributors with the provisions of their distribution agreements.
Non-compliance by our distributors could negatively affect our brand reputation and disrupt our sales.
In particular, during the Track Record Period, some of our distributors were trading companies,
with whom we did not enter into distribution agreements. We have limited control over these trading
companies. In addition, we do not monitor the trading companies’ activities and inventory level. As we
sold our products to trading companies, which in turn resell our products to customers in various
markets, including international markets, we may be subject to various risks and uncertainties
associated with conducting business in the international markets, such as compliance with foreign laws
or competition from foreign players. See “— Risks Relating to Doing Business in the Markets in which
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We Operate — Changes in China’s and the global economic, political or social conditions in the
countries and regions where we operate could have a material and adverse effect on our business and
operations.”
We have granted, and may continue to grant, various types of share-based incentives, which may
result in increased share-based payments expense, affect our financial condition and results of
operations, and potentially dilute the shareholding of our existing shareholders.
We have granted, and may continue to grant, various types of share-based incentives, which may
result in increased share-based payments expense. In the years ended December 31, 2023, 2024 and
2025, we incurred share-based payments expense of RMB52.9 million, RMB52.3 million and RMB60.3
million, respectively. We believe the granting of share-based payment is of significant importance to
our ability to attract and retain key personnel and employees. Nevertheless, share-based payments
expense would potentially dilute the shareholding of our existing Shareholders. We may continue to
grant various types of share-based payment incentives to eligible persons in the future. As a result, our
expenses associated with share-based payment may increase, which may affect our financial condition
and results of operations. We may re-evaluate the vesting schedules, lock-up period, or other key terms
applicable to the grants under the share incentive schemes from time to time. If we choose to do so, we
may experience a substantial change in our share-based payments expense in the reporting periods
following this offering.
Successful implementation of our business strategies and future plans are subject to uncertainties.
Acquisition, strategic alliances and investments could be difficult to integrate, disrupt our
business and affect our result of operations and the value of your investment.
We pursue certain strategies to further grow our business. For more details, please refer to the
sections headed “Business — Our Development Strategies” and “Future Plans and Use of Proceeds” in
this prospectus. There is no guarantee that we will be able to implement our business strategies and
future plans successfully, as they are subject to uncertainties and changing market conditions. Our plans
for development and business expansion are formulated based on the prevailing market conditions and
industry development which may change over time. If we are unable to implement our business
strategies and expansion plans successfully or effectively, our business, profitability and financial
conditions in the future may be materially and adversely affected. Further, there is also no assurance
that any of our business strategies will yield the benefits or achieve the level of profitability we
anticipate. The profit from our implemented plans may not be sufficient to justify the start-up expenses
and the increased operating costs incurred for our business strategies and future plans.
As part of our business strategy, we will evaluate and enter into strategic alliances and strategic
acquisitions that are complementary to our business and operations. Acquisitions, alliances and
investments involve a number of risks, including non-performance or default by counterparties and
sharing of proprietary information. Strategic acquisitions and subsequent integrations of newly acquired
businesses would require significant managerial and financial resources and could result in a diversion
of resources from our existing business, which in turn could have an adverse effect on our growth and
business operations. Furthermore, we may fail to identify or secure suitable acquisition and business
partnership opportunities, or our competitors may capitalize on such opportunities before we do, which
could impair our ability to compete with our competitors and adversely affect our growth prospects and
results of operations. Further, if we fail to properly evaluate and execute acquisitions or investments,
our business and prospects may be adversely affected, and the value of your investment may decline.
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We may face risks associated with our investments, including but not limited to exposure to fair
value changes.
We may from time to time invest in financial products, such as structured deposits and unlisted
equity investments. We recorded financial assets at fair value through profit or loss of RMB105.8
million, RMB119.6 million and RMB291.5 million as of December 31, 2023, 2024 and 2025. We may
continue to make such investment as part of our cash management and treasury measures, and therefore
may be exposed to credit risk, market risk and the fair value change of our investments may fluctuate
significantly. We cannot assure you that we can recognize comparable fair value gains in the future, and
we may, on the contrary, recognize fair value losses, which would affect the results of our operations
for future periods. In addition, the valuation of fair value changes of financial assets at fair value
through profit or loss is subject to uncertainties in estimations. Such estimated changes in fair values
involve the exercise of professional judgment and the use of certain bases, assumptions and
unobservable inputs, which, by their nature, are subjective and uncertain. As such, the financial assets
at fair value through profit or loss valuation has been, and will continue to be, subject to uncertainties
in estimations, which may not reflect the actual fair value of these financial assets and result in
significant fluctuations in profit or loss from period to period.
We are subject to risks relating to litigations and disputes with employees, competitors, business
partners or other parties, which could adversely affect our business, financial condition, results of
operations and prospects.
We may be subject to disputes or claims of various types brought by various external or internal
parties. In particular, we could be subject to future labor disputes and adverse employee relations under
the new Interpretation II issued by the Supreme People’s Court of the PRC on Legal Issues in the Trial
of Labour Dispute Cases which comes into effect on 1 September 2025, which provides updated
guidance on the trial of labor dispute cases. Such disputes and any future labor disputes and adverse
employee relations could result in legal proceedings and lead to reputational harm, monetary damages,
interruptions of our operation or diversion of managerial attention.
We may also be subject to disputes with our competitors, suppliers, business partners or
governmental entities relating to contractual disputes, IP right infringements or legal compliance. Such
claims and disputes may evolve into litigations or law enforcement actions. We cannot guarantee that
we will not be subject to legal proceedings in the ordinary course of business. Legal proceedings are
distractive and expensive as it may cause us to incur defense costs, utilize a significant portion of our
resources and divert managerial attention from our day-to-day operations, any of which could harm our
business. In the case of an adverse verdict, we may be required to pay significant monetary damages,
assume significant liabilities or suspend or terminate parts of our operations. As a result, our business,
financial condition, results of operations and prospects may be materially and adversely affected.
Our business may be adversely affected by inadequate protection of intellectual property rights
and/or claims by third parties for possible infringement of their rights.
We believe that our intellectual property rights are crucial to our success. We depend, to a
significant extent, on intellectual property laws of the countries and regions where we operate to protect
our trademarks, patents or other intellectual property rights. There is no assurance that third parties will
not infringe our intellectual property rights such as through the production and sale of counterfeit
products. There is no assurance that we will always be able to identify cases of infringement or
potential infringement of our intellectual property rights. If there are counterfeits of our branded
products on the market, the image of our brands and our reputation as to quality may be adversely
affected. Further, our efforts in enforcing or defending our intellectual property rights may not be
adequate, and enforcing or defending such rights may require significant attention from our
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management team and may be costly. The outcome of any legal action to protect or safeguard our
intellectual property rights may adversely affect our business, financial condition, results of operations
and prospects.
Third parties, including our competitors, may believe that our products have infringed their
intellectual property rights and initiate legal proceedings against us. If any legal proceeding against us
for infringement of intellectual property rights is successful, we may be ordered to cease carrying on
such infringing behavior. Intellectual property litigation against us may have a material adverse impact
on our business and results of operations. Defending against intellectual property claims is costly and
can impose a significant burden on our management and resources. Further, there is no guarantee that
we can obtain favorable judgment in all legal cases, in which case we may need to pay damages or be
forced to cease using certain technologies or content that are critical to our products. Any resulting
liabilities or expenses or any changes to our products that we have to make to limit future liabilities
may have a material adverse effect on our business, results of operations and prospects.
We may not have sufficient insurance coverage to cover our potential liability or losses, and as a
result, our business, financial conditions, results of operations and prospects may be materially
and adversely affected should any such liability or losses arise.
We face various risks in connection with our business and may lack adequate insurance coverage
or have no relevant insurance coverage. As of the Latest Practicable Date, we had not maintained
product liability insurance, and do not carry any business interruption or litigation insurance. See
“Business — Insurance” in this prospectus. We cannot guarantee that a product liability claim or other
litigation will not be brought against us in the future, or that we will be able to purchase product
liability insurance or other related insurance on acceptable terms. If we were to incur substantial losses
or liabilities due to fire, explosions, floods or other natural disasters, disruption in our network
infrastructure, packaging facilities or business operations, or any material litigation, our results of
operations could be materially and adversely affected. Our current insurance coverage may not be
sufficient to prevent us from suffering any loss and there is no certainty that we will be able to
successfully claim our losses under our current insurance policy on a timely basis, or at all. If we were
held liable for uninsured losses or amounts and claims for insured losses exceeding the limits of our
insurance coverage, our business, financial conditions, results of operations and prospects may be
materially and adversely affected.
Our operations and those of our production partners are vulnerable to natural disasters and other
events beyond our control, the occurrence of which may have an adverse effect on the supply
chain of our suppliers and on our facilities, personnel and results of operations.
Our business operations are faced with numerous risks and dangers, including capacity
constraints, labor strikes, fire, natural disasters (e.g. earthquakes, typhoons), environmental or
occupational disasters. Any of these events could have a material adverse effect on our business.
We have owned and leased properties in the PRC, Japan and Belgium which could suffer
significant business disruption due to earthquakes or other natural disasters. We are currently not
covered by insurance against such business disruption. In the event of a natural disaster, we could face
substantial costs related to repairs, operational downtime, and potential loss of revenue. Additionally,
disruptions at our packaging facility in the PRC could have cascading effects on our supply chain and
ability to meet customer demands, which may adversely affect our financial condition and results of
operations. Similarly, the manufacturing facilities of some of our suppliers are principally located in
regions susceptible to risks of war, earthquake and typhoon, and their production capacity may be
reduced or eliminated due to such disasters. In addition, an outbreak of epidemic in the human
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population, or another similar health crisis, could adversely affect the economies and financial markets
of entire regions, particularly in Asia. Moreover, any related disruptions to transportation or the free
movement of persons could hamper our operations and force us to close our offices temporarily.
The occurrence of any of the foregoing or other natural or man-made disasters could cause
damage or disruption to us, our employees, operations, markets, and customers, which could result in
significant delays in deliveries or substantial shortages of our products and could adversely affect our
business, financial condition, results of operations or prospects.
RISKS RELATING TO DOING BUSINESS IN THE MARKETS IN WHICH WE OPERATE
Our business, financial condition and results of operations may be materially and adversely
affected by international policies, export controls and economic sanctions.
The United States and other jurisdictions or organizations, including the European Union, the
United Kingdom and Australia, have, through executive order, passing of legislation or other
governmental means, implemented measures that impose economic sanctions against such countries or
against targeted industry sectors, groups of companies or persons, and/or organizations within such
countries.
In particular, U.S. sanctions targeting China-based technology companies, including economic
restrictions, may directly or indirectly affect our business. The Office of Foreign Assets Control
(“OFAC”) of the Department of Treasury of the United States administers U.S. sanctions programs
against targeted countries, entities and individuals, which prohibits U.S. companies or U.S. persons
from engaging in any transaction with or providing any goods or services for the benefit of the targeted
country, entity or individual.
In addition to sanctions measures, the United States has imposed export controls measures that
directly or indirectly affect China-based technology companies. Since October 2022, the Bureau of
Industry and Security (“ BIS”) of the U.S. Department of Commerce issued various interim final rules
aimed at limiting China’s access to advanced computing integrated circuits, supercomputers, and
advanced semiconductor manufacturing.
In addition to the restrictions introduced above, the BIS also maintains lists of individuals and
entities subject to enhanced export control restrictions. One such list, the Entity List, includes foreign
persons on whom specific trade restrictions are imposed, such as businesses, research institutions,
government and private organizations, individuals, and other legal entities. In recent years, the United
States has added an increasing number of entities, including several in China, to the Entity List and
other restricted or prohibited parties’ lists. Due to the sudden and unpredictable nature of these
decisions, it is challenging to foresee developments in this area. The United States has recently
strengthened export control and economic sanctions on China, including adding certain PRC entities or
individuals onto Entity List and other sanctions lists that limit their access to certain U.S.-origin goods,
software, and technologies, items that contain certain portions of U.S.-origin controlled goods, software
or technologies, and foreign direct products of certain U.S.-origin software, technologies or equipment.
Moreover, as our products become more technologically advanced, there is a greater likelihood of
sanctions and export controls regulations restricting our ability to obtain the components or
technologies necessary to produce them or otherwise to export or transfer our products. Even if our
products are not directly targeted by these types of sanctions and export controls, and our raw material
procurement has not been subject to U.S. export controls, we may nonetheless face higher costs and
expenses in our supply chain due to new sanctions and export controls measures as our customers and
business partners may be negatively affected by sanctions and export controls measures directed at
China.
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Sanctions laws and regulations are constantly evolving, and new persons and entities are regularly
added to the list of Sanctioned Targets. Further, new requirements or restrictions could come into effect
which might increase the scrutiny on our business or result in one or more of our business activities
being deemed to have violated sanctions. We cannot provide any assurance that our future business will
be free of sanctions risk or our business will conform to the expectations and requirements of the
authorities of U.S. or any other jurisdictions. Our business and reputation could be adversely affected if
the authorities of U.S., the European Union, the United Kingdom, Australia or any other jurisdictions
were to determine that any of our future activities constitutes a violation of the sanctions they impose
or provides a basis for a sanctions designation of our Group. During the Track Record Period, we
entered into certain transactions with the SDN Customer, which was added to the SDN List in
December 2023. According to the publicly available information, as of the Latest Practicable Date,
CIOMP holds 11.16% of the shares of the SDN Customer. Our sales to the SDN Customer amounted to
RMB3.7 million, RMB7.5 million and nil, respectively, for each year during the Track Record Period.
Our last transaction with the SDN Customer was completed in December 2024, and since then, we have
ceased all transactions with the SDN Customer. For details on our business operations in the Regions
subject to International Sanctions, please see “Business — Business activities subject to International
Sanctions” in this prospectus.
Furthermore, the Department of Treasury of the United States released a final rule imposing
restrictions on U.S. outbound investment in Chinese companies active in developing certain national
security technologies (the “ Final Rule ”) on October 28, 2024, which has taken effect on January 2,
2025. It imposes additional diligence responsibilities, record-keeping and notification requirements and
restrictions on U.S. person and their controlled foreign entities engaging in certain transactions with
entities or persons associated with Chinese Mainland, Hong Kong and Macau that performing defined
activities relating to semiconductors and microelectronics, quantum information technologies or
artificial intelligence, such entities and persons are collectively referred to as “covered foreign persons”
in the Final Rule. Such transactions with a covered foreign person are referred to as “covered
transactions” in the Final Rule, which include acquisition of an equity interest in, provision of certain
debt financing to, and entrance into a joint venture with a covered foreign person, as well as make
certain investments as a limited partner in a non-U.S. person pooled investment fund that likely will
invest in a covered foreign person. Depending on the covered foreign person’s specific activities
relating to the aforementioned three sectors, U.S. persons subject to the Final Rule are either prohibited
from making a covered transaction, which is referred to as “prohibited transaction” in the Final Rule, or
required to report a covered transaction, which is referred to as “notifiable transaction” in the Final
Rule.
Further, in light of the additional frequently asked questions (“ FAQs”) released by the Department
of Treasury of the United States on December 23, 2025, specifically FAQ X.4, our International
Sanctions Counsel has advised that the acquisition of equity interests in a “covered foreign person” may
qualify as an “excepted transaction” under 31 C.F.R. § 850.501(a)(1)(i) if such interests are publicly
traded at the time of acquisition. Based on this FAQ, we believe that U.S. persons acquiring our H
Shares through this Global Offering should generally fall within the “publicly traded security”
exception, provided they do not obtain rights beyond standard minority shareholder protections. While
the Final Rule remains silent on the precise definition of the “time of acquisition,” our International
Sanctions Counsel considers it reasonable to interpret this as the point of settlement. Consequently, as
long as settlement occurs after the commencement of public trading on the Listing Date, such H Shares
should be treated as publicly traded securities. However, potential U.S. investors should note that the
applicability of this exception remains subject to uncertainty if settlement is finalized prior to the
official commencement of trading (for instance, in the context of certain Hong Kong Offer Shares).
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Recent increases in U.S. tariffs and heightened global trade tensions may adversely affect our
international expansion and business performance.
In light of our strategic efforts to expand into international markets, we are increasingly exposed
to global trade policy developments and geopolitical tensions. Recently, the United States government
announced a series of tariff increases on imports from China. Since February 2025, a baseline 30%
IEEPA tariff had been imposed on all imports from China which included a 10% tariff related to
reciprocal tariff according to the Joint Statement on U.S.-China Economic and Trade Meeting in
Geneva issued on May 12, 2025. As of April 11, 2025, the IEEPA tariff rate on imports from China
introduced by the U.S. government had increased to 145%. In response to the tariff tensions initiated by
the United States, China implemented a series of measures, including raising additional tariffs on U.S.
goods to as high as 125%. On May 12, 2025, the U.S. and China governments jointly announced a
significant reduction in tariffs, with U.S. IEEPA tariff rate on imports from China falling from 145% to
30%, and Chinese tariff rate on imports from U.S. falling from 125% to 10%. Other planned tariff
increases have been temporarily suspended. On August 12, 2025, the President of the United States
signed an executive order extending the suspension of heightened tariffs on China for another 90 days
until November 10, 2025. Following the U.S.-China leaders’ trade negotiations in South Korea on
October 30, 2025, the United States and China announced steps to pause certain tariff escalations. On
November 4, 2025, the President of the United States issued executive orders that, among other things,
continue the suspension of heightened China-specific reciprocal tariff rates through November 10, 2026,
thereby maintaining the 10% reciprocal tariff on imports from China during that period. More recently,
on February 20, 2026, the U.S. Supreme Court ruled that the IEEPA does not authorize the U.S.
President to impose ad valorem tariffs, thereby invalidating the IEEPA-based tariffs and the reciprocal
tariffs, including the rates applied to China as modified pursuant to the October 30, 2025 agreement.
Following the invalidation of the IEEPA tariffs, the U.S. Administration issued an executive order
formally terminating the IEEPA tariffs and imposed a replacement 10% baseline tariff under Section
122 of the Trade Act of 1974. The tariff under Section 122 of the Trade Act of 1974 took effect on
February 24, 2026, with exemptions for certain categories of products, including certain critical
minerals, metals, electronics and semiconductor articles, and is scheduled to remain in force for a
period of 150 days, unless earlier modified or extended. The Section 122 of the Trade Act of 1974
authorizes the U.S. President to impose a temporary import surcharge up to 15% for a period not
exceeding 150 days unless otherwise extended. The U.S. President has indicated in public statements
that the tariff under Section 122 of the Trade Act of 1974 will be increased to 15% for the effective
period. However, as of the Latest Practicable Date, the official proclamation provides for the tariff
under Section 122 of the Trade Act of 1974 at a rate of 10%. The United States and China are engaged
in ongoing trade discussions, but there is no assurance that the higher tariffs will be suspended further
or that a long-term agreement will be reached, and there is no assurance that the tariff policy will
remain in its current form. Based on the nature of goods, other tariffs such as Section 301 tariff or
antidumping and countervailing tariff might apply.
As of the Latest Practicable Date, it remained uncertain how the Sino-U.S. and the global trade
tension will develop. In the event that our customers reduce their orders, be such due to a decrease in
overall demand of our products, replacing us with other suppliers, downturn of the macro-economy or
other reasons, our business, financial conditions and results of operation will be adversely affected.
Also, in the event that we are required to adjust our pricing strategies due to the changes of competition
dynamics, our business, financial conditions and results of operation will be adversely affected. In each
year during the Track Record Period, our sales to the U.S. market accounted for approximately 3.2%,
2.5% and 2.7% of our total revenue. During the Track Record Period, we did not bear any import tariff
in terms of our overseas sales as export orders in the ordinary course of our business are mainly
fulfilled on an EXW (Ex Works) and FCA (Free Carrier) term, under which the responsibility for tariffs
lies with the purchaser. We cannot assure you that our sales to the U.S. in the future will remain
unaffected or how our sales will be affected in light of the uncertainties relating to the geopolitical
landscape and the development of the trade tension and tariff imposition. Any trade restrictions imposed
by the U.S. on our products may increase our U.S. customers’ purchase costs of our products and hence
lower our competitiveness.
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Expiration of, or changes to, certain government incentives, government grants and preferential
tax treatments, which we are entitled to, could adversely affect our financial condition and results
of operations.
We benefited from preferential tax treatment and government grants during the Track Record
Period. The PRC EIT Law and its implementation rules have adopted a statutory enterprise income tax
rate of 25%. However, the income tax of an enterprise entitled to preferential tax treatment can be
reduced to a rate ranging from 10% to 15%. In addition, under the relevant regulations, additional tax
deduction is allowed for qualified R&D costs during the Track Record Period. During the Track Record
Period, our entitlement to preferential tax treatments amounted to around RMB15 million to 40 million
in each period. See “Financial Information — Description of Major Components of Our Results of
Operations — Income Tax Expense” in this prospectus. If we cease to be entitled to preferential tax
treatment or if the relevant PRC laws and regulations change, our income tax expenses may increase,
which would adversely affect our financial condition and results of operations.
During the Track Record Period, we recorded government grants of RMB15.8 million, RMB33.2
million and RMB34.0 million in 2023, 2024 and 2025, respectively, which mainly consist of specific
subsidies and other subsidies. See “Financial Information — Period-to-Period Comparison of Results of
Operations — Other Income and Gains” in this prospectus. We cannot assure you that we will continue
to receive and benefit from such grants in the future.
Fluctuations in exchange rates could result in foreign currency exchange losses and would have an
adverse effect on our business and investors’ investments.
The exchange rate of Renminbi against the Hong Kong dollar, U.S. dollar and other foreign
currencies fluctuates and is affected by, among other things, changes in international political and
economic conditions, as well as supply and demand in the local market. There is no assurance that,
under a certain exchange rate, we will have sufficient foreign exchange to meet our foreign exchange
requirements. It is difficult to predict how market forces or government policies may impact the
exchange rates in the future.
Moreover, as we continue to expand our international operations, we will become increasingly
exposed to the effects of fluctuations in currency exchange rates. In 2023 and 2024, we recorded net
foreign exchange losses of RMB0.9 million and RMB2.6 million, respectively. In 2025 we recorded net
foreign exchange gain of RMB1.6 million.
The proceeds from the Global Offering will be received in Hong Kong dollars. As a result, any
appreciation of Renminbi against the U.S. dollar, Hong Kong dollar or any other foreign currency may
result in a decrease in the value of our proceeds from the Global Offering. Conversely, any depreciation
of the Renminbi may adversely affect the value of, and any dividends payable on, our H Shares in
foreign currency. In addition, there are limited instruments available for us to reduce our foreign
currency risk exposure at reasonable costs. Any of these factors could materially and adversely affect
our business, financial condition, results of operations and prospects, and could reduce the value of, and
dividends payable on, our H Shares in foreign currency terms. Remittances of Renminbi into and out of
China are subject to strict restrictions.
We are subject to potential material and adverse effects in respect of defects in our existing
properties owned and leased in the countries and regions where we operate.
As of the Latest Practicable Date, we leased five buildings with an aggregate gross floor area of
approximately 17,269.0 sq.m as our offices, packaging facility and R&D facility in the PRC. As of the
Latest Practicable Date, we had not completed the registration of four lease agreements for these leased
buildings with the relevant competent authorities in accordance with applicable laws and regulations in
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China. As advised by our PRC Legal Advisor, if we or the landlords fail to register such lease
agreements for our leased buildings as required by the relevant competent authorities, we may be
subject to a fine of RMB1,000 to RMB10,000 for each of the unregistered lease agreement. The
maximum potential fine for such non-compliance is RMB40,000 based on the number of leased
properties that have not been registered as of the Latest Practicable Date. There can be no assurance
that the relevant government authorities would not impose administrative penalties on us as a result of
the non-registration of these lease agreements.
In addition, the lessor of one of our leased properties with an aggregate gross floor area of
13,307.3 sq.m. was unable to provide a valid title certificate as of the Latest Practicable Date. As
advised by our PRC Legal Advisor, it is the lessors’ responsibility to obtain the title certificate, we, as
the lessee, will not be subject to any administrative penalties for the lessors’ failure to obtain relevant
title certificate. Moreover, the validity of the lease contract is not affected as land use right certificate
(ɺήԴ͜ᛆᗇ ) and construction planning permit (ணʈ೻஝ྌ஢̙ᗇ ) were obtained for such leased
property. See “Business — Our Properties — Leased Properties — Title Defects” in this prospectus. We
may not be able to continue to use such property if the validity of such lease is challenged by third
parties. In such a scenario we will have to relocate to other premises, which could result in additional
costs. We cannot assure you that in the future, we may not encounter such challenges. In addition, in
the event of relocation, the additional costs could adversely affect our daily operation and cause an
impact on our financial condition.
You may experience difficulties in effecting service of legal process and enforcing judgments
against us and our management.
We are a company incorporated under the laws of the PRC and a substantial portion of our
business, assets and operations are located in China. In addition, the majority of our Directors and
executive officers reside in China, and substantially all of the assets of such Directors and executive
officers are located in China. As a result, it may not be possible for you to directly effect service of
process upon us or such Directors or executive officers who reside in China, including with respect to
matters arising under U.S. federal securities laws or applicable state securities laws. In addition, the
lack of mutual recognition and enforcement of judicial decisions and rulings across different
jurisdictions may also pose difficulties in enforcing the judgments against us. Pursuant to Arrangements
for Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Cases between
Courts of the Mainland and Hong Kong Special Administrative Region (ਜ
τર ) effective on January 29, 2024, promulgated by the
Supreme People’s Court, a party with an enforceable final court judgment rendered by any designated
people’s court of China or any designated Hong Kong court with respect to any civil and commercial
cases excluding certain types of which, may apply for recognition and enforcement of the judgment in
the relevant people’s court of China or Hong Kong court.
China has not entered into a treaty for the reciprocal recognition and enforcement of court
judgments with the United States, the United Kingdom, Japan and many other countries. In addition,
Hong Kong has no arrangement with the United States for reciprocal enforcement of judgments. In
accordance with the Civil Procedure Law of the PRC and other applicable laws, regulations, and
interpretations, a court judgment obtained in the United States and any of the other jurisdictions
mentioned above may be recognized and enforced in China or Hong Kong in consideration of the
treaties providing for the reciprocal enforcement of judgments of courts between China and the country
where the judgment was made.
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If the required SAFE registrations for employee share incentive plans are not completed in a
timely manner, the PRC plan participants or us may be subject to fines and other legal or
administrative sanctions.
Pursuant to the Notices on Issues Concerning the Foreign Exchange Administration for Domestic
Individuals Participating in Share Incentive Plan of Overseas Publicly-Listed Company (׵
ٝpromulgated by SAFE on February
15, 2012, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than
one year who participate in any share incentive plan of an overseas publicly listed company, subject to a
few exceptions, are required to register with SAFE through a domestic qualified agent of such overseas
listed company, and complete certain other procedures. In addition, an overseas entrusted institution must
be retained to handle matters in connection with the exercise or sale of stock options and the purchase or
sale of shares and interests. We, our Directors, executive officers and other employees who are PRC
citizens or who reside in the PRC for a continuous period of not less than one year and who have been
granted share-based payment awards will be subject to these regulations when we become an overseas
listed company upon the completion of this offering. If the required SAFE registrations are not completed
in a timely manner, we, our Directors, executive officers and employees may be subject to to fines and
legal sanctions. We also face regulatory uncertainties that could restrict our ability to adopt additional
incentive plans for our Directors, executive officers and employees under PRC law.
The State Administration of Taxation of the PRC also issued certain circulars concerning
employee share options and restricted shares. Under these circulars, our employees working in China
who exercise share options or are granted restricted shares will be subject to PRC individual income
tax. The domestic qualified agent has obligations to file documents related to employee share options or
restricted shares with relevant tax authorities and to withhold individual income taxes of those
employees who exercise their share options. If our employees fail to pay or we fail to withhold their
income taxes according to relevant laws and regulations, we may face sanctions imposed by the tax
authorities or other PRC governmental authorities.
We may be subject to the approval, filing or other requirements of the CSRC or other PRC
governmental authorities in connection with future capital raising activities.
We cannot assure you that any new rules or regulations promulgated in the future will not impose
additional requirements or restrictions on us or our financing activities. If it is determined in the future
that approval from or filing with the CSRC or other regulatory authorities or other procedures are
required, we may fail to obtain such approval, perform such filing procedures or meet such other
requirements in a timely manner or at all. We may face sanctions by the CSRC or other PRC regulatory
authorities for failure to seek CSRC approval or other government authorization, or perform filing
procedures, for this Global Offering or our future financing activities, and these regulatory authorities
may impose fines and penalties on us, limit our operating activities in the PRC, limit our ability to pay
dividends outside the PRC, delay or restrict the repatriation of the proceeds from the Global Offering
into the PRC or take other actions to restrict our financing activities, which could have a material
adverse effect on our business.
Foreign individual holders of our H Shares are subject to PRC income tax and there are
uncertainties as to the PRC tax obligations of foreign enterprises holding our H Shares.
Under current PRC tax laws, regulations and rules, non-PRC resident individuals and non-PRC
resident enterprises are subject to different tax obligations with respect to our dividends paid to them
and the gains realized upon the sale or other disposition of H Shares.
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Non-PRC resident individuals are required to pay PRC individual income tax at a 20% rate under
Individual Income Tax Law of the People’s Republic of China ().
Accordingly, we are required to withhold such tax from dividend payments, unless applicable tax
treaties between China and the jurisdiction in which the foreign individual resides reduce or provide an
exemption for the relevant tax obligations. Generally, a withholding tax rate of 10% shall apply to the
dividends paid by a company listed in Hong Kong to foreign individuals according to the treaties. When
a tax rate of 10% is not applicable, the withholding company shall: (a) return the excessive tax amount
pursuant to due procedures if the applicable tax rate is lower than 10%; (b) withhold such foreign
individual income tax at the applicable tax rate if the applicable tax rate is between 10% and 20%; or
(c) withhold such foreign individual income tax at a rate of 20% if no double taxation treaty is
applicable.
For non-PRC resident enterprises that do not have establishments or premises in China, and for
those which have establishments or premises in China but whose income is not related to such
establishments or premises, under the EIT Law, dividends paid by us and gains realized by such foreign
enterprises upon the sale or other disposition of H Shares are ordinarily subject to PRC enterprise
income tax at a 20% rate. In accordance with 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 (͏ΆุΣྤ̮ H˾ϔ˾
) issued by the SAT, such tax rate has been reduced to 10%, subject to
a further reduction under a special arrangement or 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 applicable PRC
tax laws and regulations may be amended from time to time, and all non-PRC resident individual
holders may be subject to PRC individual income tax at a flat rate of 20%.
In addition, the PRC’s tax authorities may amend the interpretation and application of applicable
PRC tax laws and regulations, including the taxation of capital gains by non-PRC resident enterprises,
individual income tax on dividends paid to non-PRC resident shareholders holding our H Shares, and
on gains realized on the sale or other disposition of our H Shares. The PRC’s tax laws and regulations
may also change. If there is any change to applicable tax laws and regulations or in the interpretation or
application of such laws and regulations, the value of your investment in our H Shares may be
materially affected.
RISKS RELATING TO THE GLOBAL OFFERING
There has been no prior public market for our H Shares, and the liquidity and market price of
our H Shares may be volatile.
Prior to the Global Offering, there has been no public market for our H Shares. The Offer Price
may differ significantly from the market price of the H Shares following this Global Offering. We have
applied to the Stock Exchange for the listing of, and permission to deal in, the H Shares. A listing on
the Stock Exchange, however, does not guarantee that an active and liquid trading market for the H
Shares will develop or, if it does develop, that it will be sustained following the Global Offering or that
the market price of our H Shares will not decline following the Global Offering. In addition, the trading
price and trading volume of the H Shares may be subject to significant volatility as a result of various
factors, including but not limited to: (a) variations in our operating results or differences between our
operating results and those anticipated by investors and analysts; (b) changes in securities analysts’
estimates of our financial performance; (c) announcements made by us or our competitors; (d)
regulatory or market changes in the PRC affecting us or the industries in which we participate; (e) any
business interruptions resulting from natural disasters or accidents; (f) investors’ perception of us and of
the investment environment in Asia, including Hong Kong and the PRC; (g) announcements of or
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completions of acquisitions, strategic alliances or joint ventures by us or our competitors; (h) additions
to, or departure of, our key personnel; (i) release or expiration of lock-up or other transfer restrictions
on our Shares or sales or perceived sales of additional Shares by us or other Shareholders; (j) liability
claims brought against us; (k) potential litigation or regulatory investigation; and (l) general political,
economic, financial, social development and stock market conditions and other factors.
Moreover, the securities market has from time to time experienced significant price and trading
volume fluctuations that were unrelated or not directly related to the operating performance of the
underlying companies in the market. These broad market and industry fluctuations may have a material
and adverse effect on the market price and trading volume of our H Shares.
The market prices and trading volume of our H Shares may be volatile, which could result in
substantial losses to you.
The market prices and trading volume of our H Shares may be volatile and could fluctuate widely
in response to factors beyond our control, including general market conditions of the securities markets
in Hong Kong, China, the United States and elsewhere in the world. In particular, the performances of
and fluctuations in the market prices of other companies with business operations located mainly in
China that have listed their securities in Hong Kong may affect the volatilities in the price and trading
volumes of our H Shares. A number of China-based companies have listed their securities, and some are
in the process of preparing for listing their securities, in Hong Kong. Some of these companies have
experienced significant volatility, including significant price declines after their initial public offerings.
The trading performances of the securities of these companies at the time of or after their offerings may
affect the overall investor sentiment towards China-based companies listed in Hong Kong and
consequently may impact the trading performance of our H Shares. These broad market and industry
factors may significantly affect the market price and volatility of our H Shares, regardless of our actual
operating performance.
Future sales or perceived sales of a substantial number of H Shares in the public market could
materially and adversely affect the prevailing market price of our H Shares and our ability to
raise additional capital in the future.
The future sale of a significant number of our H Shares in the public market after the Global
Offering, or the perception or anticipation of such sales, by any one of our Shareholders could
materially and adversely affect the market price of our H Shares and could materially impair our future
ability to raise capital in the future at a time and price that we deem appropriate. Although our
Controlling Shareholders have agreed to a lock-up of its Shares, any major disposal of our Shares by
the Controlling Shareholders upon expiry of the relevant lock-up periods or the perception that these
disposals may occur may cause the market price of our H Shares to fall which could negatively impact
our ability to raise equity capital in the future.
Potential conversion of Unlisted Shares into H Shares may result in an increase in the number of
H Shares available in the market, which in turn affects the price of H Shares.
Subject to approval by the CSRC, Unlisted Shares may be listed or traded on an overseas
securities exchange. Any listing or trading of the abovementioned Shares on an overseas securities
exchange shall also comply with the regulatory procedures, rules and requirements of the relevant
overseas securities exchange. Unless otherwise required by the overseas securities exchange, there is no
requirement for the listing and trading of the above-mentioned Shares to be approved in a class meeting
of our Company. For details, see “Share Capital — Conversion of Our Unlisted Shares into H Shares”
in this prospectus. Potential conversion of a substantial amount of Unlisted Shares into H Shares could
further increase the supply of H Shares in the market and could have a material and adverse impact on
the market price of H Shares.
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We may not be able to pay any dividends on our H Shares.
Our ability to pay dividends will depend on whether we are able to generate sufficient earnings.
We cannot guarantee when and in what form dividends will be paid on our H Shares following the
Global Offering. The declaration of dividends is proposed by the Board and is based on, and limited by,
various factors, including without limitation, our results of operations, cash flows and financial
conditions, capital adequacy levels, operating and capital expenditure requirements, distributable profits
as determined under the PRC GAAP, the HKFRS, our Articles of Association, the PRC Company Law,
market conditions, our strategic plans and prospects for business development, contractual limits and
obligations, taxation, regulatory restrictions and any other factors determined by our Board of Directors
from time to time to be relevant to the declaration or suspension of dividend payments. We may not
have sufficient or any profits to enable us to make dividend distributions to our Shareholders in the
future, even if our financial statements indicate that our operations have been profitable. See “Financial
Information — Dividend” in this prospectus for details.
If securities or industry analysts do not publish research reports about us, or if they adversely
change their recommendations regarding our H Shares, the market price and trading volume of
our H Shares may decline.
The trading market of our H Shares may be influenced by research reports that industry or
securities analysts publish about us or our business. If one or more analysts who cover us downgrade
our H Shares or publish negative opinions about us, the market price of our H Shares would likely
decline regardless of the accuracy of the information. If one or more of these analysts cease coverage
of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which,
in turn, could cause the market price or trading volume of our H Shares to decline.
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,” “can,” “continue,” “could,” “expect,” “going forward,”
“intend,” “ought to,” “may,” “might” “plan,” “potential,” “predict,” “project,” “seek,” “should” “will,”
“would,” and the negative of these terms and other similar expressions identify a number of these
forward-looking statements. These forward-looking statements, including, among others, those relating
to our future business prospects, capital expenditure, cash flows, working capital, liquidity and capital
resources are necessary estimates reflecting the best judgment of our Directors and senior 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. As a result, these forward-looking statements should
be considered in light of various important factors, including those set out in “Risk Factors” in this
prospectus. Accordingly, such statements are not a guarantee of future performance, and you should not
place undue reliance on any forward-looking information. All forward-looking statements in this
prospectus are qualified by reference to this cautionary statement.
This prospectus include industry data, forecasts and statistics that are derived from various
official government publications and may not be accurate, complete or up to date.
This prospectus includes industry fact, forecasts and statistics relating to our industry. Certain
facts, forecasts and statistics are derived from various official government publications. The information
from official government sources has not been independently verified by us or any other parties
RISK FACTORS
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involved in the Global Offering, or any of our or their respective directors, senior management,
representatives, advisers or any other persons involved in the Global Offering and no representation is
given as to its accuracy.
You should read the entire prospectus carefully and we strongly caution you not to place any
reliance on any information contained in press articles and other media regarding us and the
Global Offering.
Prior to the publication of this prospectus, there has been and there may also be, subsequent to the
date of this prospectus but prior to the completion of the Global Offering, press and media coverage
regarding us, our business, our industries and the Global Offering, which contained, among other
things, certain financial information, projections, valuations and other forward-looking information
about us and the Global Offering. Such press and media coverage may include references to
information that do not appear in this prospectus or is inaccurate. We have not authorized the disclosure
of any such information in the press or media and do not accept responsibility for the accuracy or
completeness of such press articles or other media coverage. We make no representation as to the
appropriateness, accuracy, completeness or reliability of any of such projections, valuations or other
forward-looking information about us. To the extent such statements are inconsistent with, or conflict
with, the information contained in this prospectus, we disclaim responsibility for them. Accordingly,
prospective investors are cautioned to make their investment decisions on the basis of the information
contained in this prospectus only and should not rely on any other information.
Our Controlling Shareholders may exert substantial influence over our operation and may not act
in the best interests of our public Shareholders.
Immediately following completion of the Global Offering (and assuming that the Over-allotment
Option is not exercised at all), our Controlling Shareholders, will control approximately 42.1% of the
total share capital of our Company. For details, please see “Relationship with Our Controlling
Shareholders” in this prospectus. Therefore, they will be able to exercise significant influence over all
matters requiring Shareholders’ approval, including the election of directors and the approval of
significant corporate transactions. They will also have veto power with respect to any shareholder
action or approval requiring a majority vote except where they are required by relevant rules to abstain
from voting. Such concentration of ownership also may have the effect of delaying, preventing or
deterring a change in control of the Group that would otherwise benefit our Shareholders. The interests
of our Controlling Shareholders may not always align with our Company or the interest of our
Shareholders as a whole. If the interests of our Controlling Shareholders conflict with the interests of
our Company or our other Shareholders, or if our Controlling Shareholders choose to cause our
business to pursue strategic objectives that conflict with the interests of our Company or other
Shareholders, our Company or those other Shareholders, including you, may be disadvantaged as a
result.
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For the purpose of the Listing, we have sought the following waivers from the Stock Exchange in
relation to certain requirements from the Listing Rules and the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 and Rule 19A.15 of the Listing Rules, an issuer must have a sufficient
management presence in Hong Kong. This normally means that at least two of the executive Directors
must be ordinarily resident in Hong Kong. Rule 19A.15 of the Listing Rules further provides that the
requirement in Rule 8.12 may be waived by the Stock Exchange in its discretion. Given that we are
headquartered in the PRC with our principal business operation principally located, managed and
conducted in the PRC and all of our executive Directors are not ordinarily resident in Hong Kong, it
would be practically difficult and commercially unfeasible for us to either relocate two of our executive
Directors to Hong Kong or to appoint two additional executive Directors who are ordinarily resident in
Hong Kong in order to comply with the requirements under Rule 8.12 and Rule 19A.15 of the Listing
Rules. Accordingly, our Company has applied to the Stock Exchange for, and the Stock Exchange has
granted, a waiver from compliance with the requirements under Rule 8.12 and Rule 19A.15 of the
Listing Rules on the following conditions:
 our Company will appoint two authorized representatives (the “ Authorized
Representatives ”) pursuant to Rule 3.05 of the Listing Rules, namely, Dr. Zhang, an
executive Director and Ms. PUN Kim Ying, one of our joint company secretaries, who will
act as our Company’s principal channel of communication with the Stock Exchange. Ms.
PUN Kim Ying 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 time
frame upon the request of the Stock Exchange and will be readily contactable by telephone
and email. Each of the Authorized Representatives is authorized by our Board to
communicate on behalf of our Company with the Stock Exchange. Our Company has been
registered as a non-Hong Kong company under Part 16 of the Companies Ordinance, and
Ms. PUN Kim Ying has been authorized to accept service of legal process and notice in
Hong Kong on behalf of our Company;
 each of the Authorized Representatives has means to contact all members of our Board
(including the independent non-executive Directors) and our senior management team
promptly at all times as and when the Stock Exchange wishes to contact them or any of
them for any matters. To enhance the communication amongst the Stock Exchange, the
Authorized Representatives and our Directors, our Company will implement a number of
policies whereby (i) each Director shall provide his/her mobile phone number, office phone
number and email address to the Authorized Representatives; (ii) in the event that such
Director expects to travel and be out of office, he/she shall provide the phone number of the
place of his/her accommodation to the Authorized Representatives; and (iii) all our Directors
and the Authorized Representatives will provide their respective mobile phone numbers,
office phone numbers and email addresses to the Stock Exchange. We shall promptly inform
the Stock Exchange of any changes to the contact details of the Authorized Representatives
and our Directors;
 Guotai Junan Capital Limited has been appointed as our Company’s compliance advisor,
pursuant to Rule 3A.19 of the Listing Rules, to provide our Company with professional
advice on continuing obligations under the Listing Rules, and to act at all times, in addition
to the Authorized Representatives, as our Company’s additional channel of communication
with the Stock Exchange for the period commencing on the Listing Date and ending on the
date on which our Company complies with Rule 13.46 of the Listing Rules and publishes its
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annual report in respect of its first full financial year commencing after the Listing Date.
The contact person of the compliance advisor will be fully available to answer enquiries
from the Stock Exchange;
 each of our Directors (including independent non-executive Directors) who is not ordinarily
resident in Hong Kong has confirmed that he/she possesses or can apply for valid travel
documents to visit Hong Kong and would be able to meet with the Stock Exchange in Hong
Kong upon reasonable notice; and
 our Company will also appoint other professional advisors (including its legal advisors in
Hong Kong) after the Listing to assist our Company in addressing any enquiries which may
be raised by the Stock Exchange and to ensure that there will be prompt and effective
communication with the Stock Exchange.
APPOINTMENT OF JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company secretary who,
by virtue of his/her academic or professional qualifications or relevant experience, is, in the opinion of
the Stock Exchange, capable of discharging the functions of the company secretary. Note 1 to Rule 3.28
of the Listing Rules further provides that 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); and (c) a certified
public accountant (as defined in the Professional Accountants Ordinance).
Note 2 to Rule 3.28 of the Listing Rules provides that, in assessing “relevant experience”, the
Stock Exchange will consider the individual’s: (a) length of employment with the issuer and other
issuers and the roles he/she played; (b) familiarity with the Listing Rules and other relevant law and
regulations including the Securities and Futures Ordinance, Companies Ordinance, the Companies
(Winding Up and Miscellaneous Provisions) Ordinance and The Codes on Takeovers and Mergers and
Share Buy-backs; (c) relevant training taken and/or to be taken in addition to the minimum
requirements under Rule 3.29 of the Listing Rules; and (d) professional qualifications in other
jurisdictions.
We have appointed Dr. Zhang as one of our joint company secretaries. Dr. Zhang is our executive
Director and Board Secretary and has been assisting the chairman of our Board in handling various
finance and corporate matters for years but presently does not possess any of the qualifications under
Rules 3.28 and 8.17 of the Listing Rules. Thus, Dr. Zhang may not be able to fulfill the requirements of
the Listing Rules. Therefore, we have appointed Ms. PUN Kim Ying, an associate of The Hong Kong
Chartered Governance Institute (formerly The Hong Kong Institute of Chartered Secretaries), who fully
meets the requirements under Rules 3.28 and 8.17 of the Listing Rules, to act as the other joint
company secretary of our Company. Ms. PUN Kim Ying will provide assistance to Dr. Zhang for an
initial period of three years from the Listing Date to enable Dr. Zhang to acquire the “relevant
experience” under Note 2 to Rule 3.28 of the Listing Rules so as to fully comply with the requirements
set forth under Rules 3.28 and 8.17 of the Listing Rules.
Further, both the compliance advisor and the Hong Kong legal advisor of our Company will assist
Dr. Zhang in relation to Hong Kong corporate governance practices and regulatory compliance, ongoing
compliance obligations under the Listing Rules and the applicable laws and regulations as and when
required. In addition, Dr. Zhang will endeavor to attend relevant trainings and familiarize herself with
the Listing Rules and duties required of a company secretary of an issuer listed on the Stock Exchange.
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We have applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver from
strict compliance with the requirements of Rules 3.28 and 8.17 of the Listing Rules. Pursuant to
Chapter 3.10 of the Guide For New Listing Applicants issued by the Stock Exchange, the waiver has
been granted for an initial period of three years from the Listing Date (the “ Waiver Period ”), and has
been granted on the conditions that (i) we engage Ms. PUN Kim Ying, who possesses all the requisite
qualifications under Rule 3.28 of the Listing Rules, to assist Dr. Zhang in discharging her duties as a
joint company secretary and in gaining the “relevant experience” as required under Note 2 to Rule 3.28
of the Listing Rules throughout the Waiver Period; and (ii) the waiver will be revoked immediately if
there are material breaches of the Listing Rules by our Company or if Ms. PUN Kim Ying ceases to
provide assistance to Dr. Zhang during the Waiver Period.
Before the expiration of the initial three-year period, the qualifications of Dr. Zhang will be
re-evaluated to determine whether the requirements as stipulated in Rules 3.28 and 8.17 of the Listing
Rules can be satisfied and whether the need for on-going assistance will continue. It is expected that
Dr. Zhang will be able to fulfill all the requirements stipulated at the end of the initial three-year
period.
CONSENT IN RESPECT OF THE PROPOSED SUBSCRIPTION OF OFFER SHARES 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)) (collectively, the
“Distributors ”, and each a “ Distributor ”), without the prior written consent of the Stock Exchange.
Paragraph 1B of the Appendix F1 to the Listing Rules states that “connected client” in relation to
an exchange participant means any client which is a member of the same group of companies as such
exchange participant.
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).
Each of Fullgoal Asset Management (HK) Limited (“ Fullgoal HK ”) and Fullgoal Fund
Management Co., Ltd. (“ Fullgoal Fund ”) has entered into a cornerstone investment agreement with the
Company, the Joint Sponsors and the Overall Coordinators to subscribe for the Offer Shares. Fullgoal
HK is a wholly owned subsidiary of Fullgoal Fund, which is owned by Guotai Haitong Securities Co.,
Ltd. (stock code: 2611.HK/601211.SH) (“ Guotai Haitong ”) as to 27.775%. Guotai Junan Securities
(Hong Kong) Limited (“ GTJA Securities ”), one of the Overall Coordinators and Underwriters of the
Global Offering, is a subsidiary of Guotai Haitong. As advised by Fullgoal HK and Fullgoal Fund, each
of Fullgoal HK and Fullgoal Fund is considered as a member of the same group of companies as GTJA
Securities and therefore is a “connected client” of GTJA Securities for the purpose of paragraph 1B of
Appendix F1 to the Listing Rules.
China Asset Management (Hong Kong) Limited (“ ChinaAMC (HK) ”) has entered into a
cornerstone investment agreement with the Company, the Joint Sponsors, and the Overall Coordinators
to subscribe for the Offer Shares. CLSA Limited, one of the Overall Coordinators and Underwriters of
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the Global Offering, is an indirect wholly-owned subsidiary of CITIC Securities Company Limited.
ChinaAMC (HK) is a member of the same group of companies as CLSA Limited and therefore is a
“connected client” of CLSA Limited for the purpose of paragraph 1B of Appendix F1 to the Listing
Rules.
We have applied for, and the Stock Exchange has granted, a consent under paragraph 1C(1) of
Appendix F1 to the Listing Rules to permit each of Fullgoal HK, Fullgoal Fund and ChinaAMC (HK)
(collectively, the “ Connected Client Cornerstone Investors ”) to participate in the Global Offering as
Cornerstone Investor on the following basis and conditions as set out in Paragraph 6 of Chapter 4.15 of
the Guide:
(a) any Offer Shares to be allocated to each of the Connected Client Cornerstone Investors will
be held on behalf of independent third parties;
(b) each of GTJA Securities and CLSA Limited has not participated, and will not participate, in
the decision-making process or relevant discussions among the Company, the Underwriters
and the Overall Coordinators as to whether Offer Shares will be allocated to the relevant
Connected Client Cornerstone Investors;
(c) the cornerstone investment agreement does not contain any material term which is more
favourable to the Connected Client Cornerstone Investors than those in other cornerstone
investment agreements;
(d) no preferential treatment has been, nor will be, given to the Connected Client Cornerstone
Investors by virtue of its relationship with GTJA Securities or CLSA Limited (as the case
may be), other than the assured entitlement under the relevant cornerstone investment
agreements;
(e) each of the Connected Client Cornerstone Investors confirms that to the best of its
knowledge and belief, it has not received and will not receive preferential treatment in the
allocation of Offer Shares in the Global Offering as a cornerstone investor by virtue of its
relationship with GTJA Securities or CLSA Limited (as the case may be), respectively, other
than the assured entitlement under the relevant cornerstone investment agreements;
(f) each of the Company, the Overall Coordinators, the Connected Client Cornerstone Investors,
GTJA Securities and CLSA Limited has provided the Stock Exchange with written
confirmations in accordance with Chapter 4.15 of the Guide for New Listing Applicants; and
(g) details of the cornerstone investments and details of the allocations will be disclosed in this
prospectus and the allotment results announcement of our Company.
For further information about the relevant cornerstone investments, please refer to the section
headed “Cornerstone Investors” in this prospectus.
WAIVER IN RELATION TO CONTINUING CONNECTED TRANSACTIONS
We have entered into, and are expected to continue, certain transactions with Luster and its
subsidiaries which would constitute continuing connected transactions under 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 the announcement requirements pursuant to Rules 14A.105 of the
Listing Rules for such continuing connected transactions with Luster Group. Please see “Continuing
Connected Transactions” in this prospectus for details.
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WAIVER IN RELATION TO SHAREHOLDING ACQUIRED AFTER THE TRACK RECORD
PERIOD
Pursuant to Rules 4.04(2) and 4.04(4)(a) of the Listing Rules, our Company shall include in its
accountant’s report the results and balance sheet of any subsidiaries and/or businesses acquired, agreed
to be acquired or proposed to be acquired since the date to which the latest audited accounts of the
Company have been made up in respect of each of the three financial years immediately preceding the
issue of the listing document.
Pursuant to an investment agreement dated February 13, 2026, our Company agreed to acquire
4.17% equity interest in PiliBot (Hangzhou) Robot Technology Co., Ltd. *( ᚢᜲԎ(ψ)ҦϞ
ʮ̡) (the “ PiliBot Robot Technology ”), for a consideration of RMB2 million (the “ PiliBot Robot
Technology Acquisition ”). For further details, please refer to the section headed “History, Development
and Corporate Structure – Post-Track Record Period Acquisition” in this prospectus.
Pursuant to note 4 to Rules 4.04(4) of the Listing Rules and based on the following reasons, we
have applied for, and the Stock Exchange has granted, a waiver from strict compliance with the
requirements of Rules 4.04(2) and 4.04(4)(a) of the Listing Rules in relation to the PiliBot Robot
Technology Acquisition:
(a) Immateriality of the PiliBot Robot Technology Acquisition : PiliBot Robot Technology is
an early-stage startup primarily engaging in the intelligence robotics research and
development and was established on October 23, 2025 with minimal operating history. The
scale of businesses operated by PiliBot Robot Technology as compared to that of our Group
are immaterial. Each of the applicable percentage ratios in relation to the PiliBot Robot
Technology Acquisition is well below 5% for the financial year ended December 31, 2025.
Accordingly, the PiliBot Robot Technology Acquisition will not constitute discloseable
transactions of our Company under Chapter 14 of the Listing Rules. Further, the PiliBot
Robot Technology Acquisition will not be significant enough to require the preparation of
pro-forma accounts under Rule 4.28 of the Listing Rules. As such, we are of the view that
the PiliBot Robot Technology Acquisition is immaterial and do not expect it to have any
material effect on our financial position.
(b) Minority interest in PiliBot Robot Technology and Impracticality and unduly
burdensome to disclose the financial information : Upon completion of the PiliBot Robot
Technology Acquisition, we held approximately 4.17% equity interest in PiliBot Robot
Technology. In addition, we are only passive financial investor, and do not exercise any
control over PiliBot Robot Technology at the board or shareholders’ level. We are also not
involved in the day to day management of PiliBot Robot Technology and only enjoy
minority strategic shareholder rights. Our reporting accountants will unlikely gain full access
to the financial information of the PiliBot Robot Technology to get fully familiarized with
their accounting policies and to gather and compile the necessary financial information and
supporting documents for disclosure in this prospectus. In addition, it is only an early-stage
startup company with minimal operating history and no historical financial information is
available. Therefore, it would be impracticable and unduly burdensome for our Company to
disclose the financial information of the PiliBot Robot Technology.
(c) Alternative disclosure . With a view of allowing our potential investors to understand in
greater details, we have provided information in relation to our investment in PiliBot Robot
Technology in this prospectus that is comparable to the information required for a
discloseable transaction under Chapter 14 of the Listing Rules, including, among others, (a)
a general description of the principal business activities of PiliBot Robot Technology; (b) the
consideration of the PiliBot Robot Technology Acquisition, the basis of the consideration
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and how the consideration were satisfied; and (c) reasons for and benefits of the PiliBot
Robot Technology Acquisition. See “History, Development and Corporate Structure –
Post-Track Record Period Acquisition” for more details.
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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 and the Listing Rules
for the purpose of giving information to the public with regard to the Group. Our Directors, having
made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information
contained in this prospectus is accurate and complete in all material respects and not misleading or
deceptive, and there are no other matters the omission of which would make any statement in this
prospectus misleading.
CSRC FILING
On March 10, 2026, CSRC has issued a notification on our Company’s completion of the PRC
filing procedures for the listing of Shares on the Stock Exchange and the Global Offering. In issuing
this notification, the CSRC does not accept responsibility for the financial soundness of our Company,
or for the accuracy of any of the statements made or opinions expressed in this prospectus.
As advised by our PRC Legal Advisor, our Company has completed all necessary filings with
CSRC prior to the Global Offering and the Listing.
UNDERWRITING
This prospectus is published solely in connection with the Hong Kong Public Offering, which
forms part of the Global Offering. The Global Offering comprises the Hong Kong Public Offering of
initially 6,529,500 Offer Shares and the International Offering of initially 58,764,700 Offer Shares
(subject, in each case, reallocation on the basis as set out in the section headed “Structure of the Global
Offering” in this prospectus and, in case of the International Offering, any exercise of the
Over-allotment Option).
The listing of our H Shares on the Stock Exchange 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 pursuant to the Hong Kong Underwriting Agreement. The
International Offering is expected to be fully underwritten by the International Underwriters pursuant to
the terms of the International Underwriting Agreement which is expected to be entered into on or
around April 15, 2026. Further information regarding the Underwriters and the Underwriting
Agreements are set out in the section headed “Underwriting” in this prospectus.
RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES
No action has been taken to permit a Hong Kong Public Offering of the Offer Shares or the
general distribution of this prospectus in any jurisdiction other than 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 and sales 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. Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering
will be required to confirm, or be deemed by his acquisition of Hong Kong Offer Shares to confirm,
that he is aware of the restrictions on offers and sales of the Offer Shares described in this prospectus.
In particular, the Offer Shares have not been offered or sold, and will not be offered or sold, directly or
indirectly, in the PRC.
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The Offer Shares are offered for subscription solely on the basis of the information contained and
representations made in this prospectus, and on the terms and subject to the conditions set out herein
and therein. No person is authorized in connection with the Global Offering to give any information, or
to make any representation not contained in this prospectus, and any information or representation not
contained in this prospectus must not be relied upon as having been authorized by the Company, the
Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the
Joint Lead Managers, the Capital Market Intermediaries, the Underwriters, any of their respective
directors, officers, employees, agents, affiliates or advisors or any other persons or parties involved in
the Global Offering. For further details of the structure of the Global Offering, including its conditions,
and the procedures for applying for Hong Kong Offer Shares, see the sections headed “Structure of the
Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus.
INFORMATION ON THE CONVERSION OF UNLISTED SHARES INTO H SHARES
Our Company has applied for conversion of Unlisted Shares into H Shares, which involves
225,844,300 Unlisted Shares held by 22 existing Shareholders. See ‘‘History, Development and
Corporate Structure’’ and ‘‘Share Capital’’ for details of our existing Shareholders and their respective
interests in our Company and relevant procedures for the conversion of Unlisted Shares into H Shares.
Such H Shares to be converted from Unlisted Shares are restricted from trading for a period of one year
after the Listing. The conversion of Unlisted Shares into H Shares has been approved by the CSRC on
March 10, 2026 and is still subject to approval by the Stock Exchange.
PROCEDURE FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedure for applying for the Hong Kong Offer Shares is set forth in “How to Apply for
Hong Kong Offer Shares” in this prospectus.
STRUCTURE OF THE GLOBAL OFFERING
Details of the structure of the Global Offering, including its conditions, are set out in the section
headed “Structure of the Global Offering” in this prospectus.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the granting of the listing of, and permission to deal
in, the H Shares to be converted from the Unlisted Shares in issue, the Offer Shares to be issued by us
pursuant to the Global Offering (including any Shares which may be issued pursuant to the exercise of
the Over-allotment Option) and the Shares to be issued pursuant to the exercise of options granted
under the Pre-IPO Share Option Scheme.
Dealing in the Shares on the Stock Exchange is expected to commence on Friday, April 17, 2026.
No part of our Shares or loan capital is listed or dealt in on any other stock exchange and no such
listing or permission to list is being or proposed to be sought on any other stock exchange as of the
date of this prospectus. All the Offer Shares will be registered on the Hong Kong register of members
of the Company in order to enable them to be traded on the Stock Exchange.
Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance,
any allotment made in respect of any application will be invalid if the listing of, and permission to deal
in, our 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 the Company by or on behalf of the Stock Exchange.
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COMMENCEMENT OF DEALINGS IN THE H SHARES
Assuming that the Hong Kong Public Offering becomes unconditional in Hong Kong at or before
8:00 a.m. in Hong Kong on Friday, April 17, 2026, it is expected that the dealings in our H Shares on
the Stock Exchange will commence on Friday, April 17, 2026. The H Shares will be traded in board lots
of 100 H Shares each, the stock code of the H Shares will be 3277.
OVER-ALLOTMENT OPTION AND STABILIZATION
Details of the arrangements relating to the Over-allotment Option and stabilization are set out in
the section headed “Structure of the Global Offering” in this prospectus. Assuming that the
Over-allotment Option is exercised in full, our Company may be required to issue up to an aggregate of
9,794,100 additional H Shares.
H SHARES THAT WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of the listing of, and permission to deal in, the H Shares on the Stock
Exchange and compliance with the stock admission requirements of HKSCC, the H Shares will be
accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect
from the date of commencement of dealings in the H Shares on the Stock Exchange or on any other
date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange
is required to take place in CCASS on the second settlement day after any trading day. All activities
under CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect
from time to time. All necessary arrangements have been made enabling the Shares to be admitted into
CCASS.
Investors should seek the advice of their stockbrokers or other professional advisors for details of
the settlement arrangements as such arrangements may affect their rights and interests.
H SHARE REGISTER OF MEMBERS AND STAMP DUTY
All of the H Shares issued pursuant to applications made in the Global Offering will be registered
on our H Share register of members to be maintained in Hong Kong by our H Share Registrar, Tricor
Investor Services Limited. Our principal register of members will be maintained by us at our
headquarters in the PRC.
Dealings in the H Shares registered on our H Share register of members will be subject to Hong
Kong stamp duty. For further details of Hong Kong stamp duty, please seek professional tax advice.
PROFESSIONAL TAX ADVICE RECOMMENDED
If you are unsure about the taxation implications of subscribing for, purchasing, holding or
disposing of, and dealing in, our H Shares or exercise any rights attached to them, you should consult
an expert.
We emphasize that none of the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
Capital Market Intermediaries, the Underwriters, or us, any of our or their respective directors, officers,
employees, partners, agents, advisers or representatives or any other person or party involved in the
Global Offering accepts responsibility for any tax effects on, or liability of, any person resulting from
the subscription for, purchase, holding, disposition of, or dealing in, the H Shares or the exercise of any
rights in relation to the H Shares.
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REGISTRATION OF SUBSCRIPTION, PURCHASE AND TRANSFER OF H SHARES
We have instructed our H Share Registrar, and our H Share Registrar has agreed, not to register
the subscription, purchase or transfer of any H Shares in the name of any particular holder unless and
until such holder delivers a signed form to our H Share Registrar in respect of those H Shares bearing
statements to the effect that the holder:
— agrees with us and each of our Shareholders, and we agree with each Shareholder, to observe
and comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, the PRC Company Law and our Articles of Association;
— agrees with us, each of our Shareholders, Directors, managers and officers, and we, acting
for ourselves and for each of our Directors, managers and officers agree with each of our
Shareholders, to refer all differences and claims arising from our Articles of Association or
any rights or obligations conferred or imposed by the PRC Company Law or other relevant
laws and administrative regulations concerning our affairs to arbitration in accordance with
our Articles of Association, and any reference to arbitration shall be deemed to authorize the
arbitration tribunal to conduct hearings in open session and to publish its award, which shall
be final and conclusive. For further details, see “Appendix IV — Summary of PRC Principal
Legal and Regulatory Provisions” and “Appendix V — Summary of Articles of Association”
in this prospectus;
— agrees with us and each of our Shareholders that the H Shares are freely transferable by the
holders thereof according to our Articles of Association; and
— authorizes us to enter into a contract on his or her behalf with each of our Directors,
managers and officers whereby such Directors, managers and officers undertake to observe
and comply with their obligations to our Shareholders as stipulated in our Articles of
Association.
Persons applying for or purchasing H Shares under the Global Offering are deemed, by their
making an application or purchase, to have represented that they are not close associates (as such term
is defined in the Listing Rules) of any of the Directors or Supervisors of the Company or an existing
Shareholder of the Company or a nominee of any of the foregoing.
EXCHANGE RATE CONVERSION
Solely for your convenience and reference only, this prospectus contains translations among
certain Hong Kong dollars into Renminbi, of US dollars into Renminbi, of U.S. dollars into Hong Kong
dollars, and of Singapore dollars to Hong Kong dollars. No representation is made, and no
representation should be construed as being made, that the amounts denominated in one currency could
actually be converted into the amounts denominated in another currency at the rates indicated or at all.
Unless indicated otherwise the translation of Hong Kong dollars into Renminbi, of U.S. dollars into
Renminbi, of U.S. dollars into Hong Kong dollars, and of Singapore dollars into Hong Kong dollars,
and vice versa, in this prospectus was made at the following rates:
HK1.00 to RMB0.8838
US1.00 to RMB6.9223
Any discrepancies in any table between totals and sums of amounts listed therein are due to
rounding.
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LANGUAGE
In the event of any inconsistency between this prospectus and the Chinese translation of this
prospectus, this prospectus prevails. Translated English names of Chinese laws and regulations,
governmental authorities, departments, entities (including certain of our subsidiaries), institutions,
natural persons, facilities, certificates, titles and the like included in this prospectus and for which no
official English translation exists are unofficial translation and for reference only.
ROUNDING
Certain amounts and percentage figures included in this prospectus have been subject to rounding
adjustments, or have been rounded to a set number of decimal places. Accordingly, figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures preceding them. Any
discrepancies in any table, chart or elsewhere between totals and sums of amounts listed therein are due
to rounding.
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Name Residential address Nationality
DIRECTORS
Executive Directors
Dr. WANG Xinyang (ݱؚNo. 6, Gutang Road
Binjiang District
Hangzhou
Zhejiang Province
PRC
Chinese
Dr. ZHANG Yanxia ( ੵᜮᒳ) No. 4, Unit 1, Building 1 Area C
Ruyi Community, Hubai Road
Xincheng District, Hohhot
Inner Mongolia Autonomous Region
PRC
Chinese
Ms. WU Qinyun ( ◌ාঀ) Building 11
Desheng Xincun
Gongshu District, Hangzhou
Zhejiang Province
PRC
Chinese
Non-executive Directors
Ms. YANG Yi ( เᖵ) No. 38, Songshu Street
Xicheng District
Beijing
PRC
Chinese
Dr. CHU Hairong ( Ꮇऎ࿲) Group 19, Guangming Instrument Factory
Committee, Mingzhu Street
Nanguan District, Changchun
Jilin Province
PRC
Chinese
Dr. XIONG Jingying ( ဤ౺ᆦ) Group 32, Chemical Geology Exploration
Institute Committee, Mingzhu Street
Nanguan District, Changchun
Jilin Province
PRC
Chinese
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 74 ---
Name Residential address Nationality
Independent Non-executive Directors
Dr. WANG Xinlu ( ˮอ༩) No. 104, Tianhe Road
Tianhe District, Guangzhou
Guangdong Province
PRC
Chinese
Dr. XIE Ning ( ༆ྐྵ) Room 802, No. 11
Lane 238, Huoxiang Road
Pudong New Area
Shanghai
PRC
Chinese
Dr. GAO Teng ( ৷ᙜ) Flat R, 18th Floor
Tower 2, The Avenue
No. 200 Queen’s Road East
Wanchai
Hong Kong
Belgian
Please see “Directors and Senior Management” in this prospectus for further details.
Joint Sponsors CITIC Securities (Hong Kong) Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Guotai Junan Capital Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
Sponsor-Overall Coordinators CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Guotai Junan Securities (Hong Kong) Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
Overall Coordinators CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Guotai Junan Securities (Hong Kong) Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–6 5–


--- page 75 ---
Joint Global Coordinators CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Guotai Junan Securities (Hong Kong) Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
Joint Bookrunners CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Guotai Junan Securities (Hong Kong) Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
Joint Lead Managers CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Guotai Junan Securities (Hong Kong) Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
Capital Market Intermediaries CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Guotai Junan Securities (Hong Kong) Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
Legal Advisors to our Company As to Hong Kong law
Jia Yuan Law Office
Suites 3502–3503, 35/F
Tower 1, Exchange Square
8 Connaught Place, Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 76 ---
As to PRC law
Jia Yuan Law Offices
32 F, Building S1, The Bund Finance Center
No. 600, Zhongshan No. 2 Road (E)
Huangpu District, Shanghai
PRC
As to Japanese law
Oh-Ebashi LPC & Partners
Nakanoshima Festival Tower 27F
2-3-18 Nakanoshima, Kita-ku
Osaka 530-0005
Japan
As to Belgian law
ALTIUS BV
Havenlaan 86C B414 Avenue du Port
1000 Brussels
Belgium
As to International Sanctions Laws
King & Wood
10F, Building B4, Xinchen Lingang Center
Lane 9, North Yunjuan Road, Shengang Street
Pudong New District, Shanghai
PRC
Legal Advisors to the Joint Sponsors and
the Underwriters
As to Hong Kong law
Jingtian & Gongcheng LLP
Suites 3203−3207, 32/F, Edinburgh Tower
The Landmark
15 Queen’s Road Central
Hong Kong
As to PRC law
Jingtian & Gongcheng
45/F, K. Wah Centre
1010 Huaihai Road (M)
Xuhui District
Shanghai
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
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–6 7–


--- page 77 ---
Industry Consultant Frost & Sullivan (Beijing) Inc., Shanghai Branch
Co.
2504 Wheelock Square 1717
West Nanjing Road Shanghai 200040
PRC
Independent Tax Consultant Ernst & Young (China) Advisory Limited
50/F, Shanghai World Financial Center
100 Century Avenue
Pudong New Area
Shanghai
China 200120
Compliance Advisor Guotai Junan Capital Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
Receiving Bank China CITIC Bank International Limited
79/F, International Commerce Centre,
1 Austin Road West,
Kowloon,
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 78 ---
Registered Office Office Buildings 1 and 5
Phase I, Optoelectronic Information Industrial Park
No. 7691, Ziyou Road
Changchun Economic and Technological Development
Zone
Jilin Province
PRC
Headquarters and Principal Place of
Business in the PRC
Office Buildings 1 and 5
Phase I, Optoelectronic Information Industrial Park
No. 7691, Ziyou Road
Changchun Economic and Technological Development
Zone
Jilin Province
PRC
Principal place of business in
Hong Kong
40th Floor
Dah Sing Financial Centre
No. 248 Queen’s Road East
Wanchai
Hong Kong
Company’s website www.gpixel.com
(information contained in this website does not form
part of this prospectus)
Joint Company Secretaries Dr. ZHANG Yanxia ( ੵᜮᒳ)
Office Buildings 1 and 5
Phase I, Optoelectronic Information Industrial Park
No. 7691, Ziyou Road
Changchun Economic and Technological Development
Zone
Jilin Province
PRC
Ms. PUN Kim Ying ( ᆙᄏᆦ)
(a member of The Hong Kong Chartered Governance
Institute and The Chartered Governance Institute in
the United Kingdom)
40/F, Dah Sing Financial Centre
No. 248 Queen’s Road East, Wanchai
Hong Kong
Authorized Representatives Dr. ZHANG Yanxia ( ੵᜮᒳ)
Office Buildings 1 and 5
Phase I, Optoelectronic Information Industrial Park
No. 7691, Ziyou Road
Changchun Economic and Technological
Development Zone
Jilin Province
PRC
CORPORATE INFORMATION
–6 9–


--- page 79 ---
Ms. PUN Kim Ying ( ᆙᄏᆦ)
40/F, Dah Sing Financial Centre
No. 248 Queen’s Road East, Wanchai
Hong Kong
Audit Committee Dr. WANG Xinlu ( ˮอ༩) (Chairman)
Dr. XIE Ning ( ༆ྐྵ)
Dr. XIONG Jingying ( ဤ౺ᆦ)
Remuneration and Appraisal Committee Dr. XIE Ning ( ༆ྐྵ) (Chairwoman)
Dr. WANG Xinlu ( ˮอ༩)
Dr. ZHANG Yanxia ( ੵᜮᒳ)
Nomination Committee Dr. WANG Xinyang (ݱؚ)Chairman)
Dr. XIE Ning ( ༆ྐྵ)
Dr. WANG Xinlu ( ˮอ༩)
Strategy Committee Dr. WANG Xinyang (ݱؚ)Chairman)
Dr. ZHANG Yanxia ( ੵᜮᒳ)
Ms. WU Qinyun ( ◌ාঀ)
H Share Registrar Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Principal Bank China Construction Bank Corporation
Changchun Chaoyang Branch
No. 2568, Tongzhi Street
Chaoyang District
Changchun City
Jilin Province
PRC
CORPORATE INFORMATION
–7 0–


--- page 80 ---
The information and statistics set out in this section and other sections of this prospectus were
extracted from the industry report commissioned by us and independently prepared by Frost &
Sullivan, in connection with the Global Offering. In addition, certain information is based on,
derived or extracted from, among other sources, publications of different government authorities and
internal organizations, market statistics providers, communications with various the PRC
government agencies or other independent third-party sources unless otherwise indicated. We believe
that the sources of such information and statistics are appropriate and have taken reasonable care in
extracting and reproducing such information. We have no reason to believe that such information
and statistics are false or misleading or that any fact has been omitted that would render such
information and statistics false or misleading. The information and statistics from official
government sources have not been independently verified by us, the Joint Sponsors, Sponsor-Overall
Coordinators, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners, Joint Lead
Managers, Underwriters, or any of their respective directors, advisers and affiliates, or any other
person or parties involved in the Global Offering, and no representation is given as to their
accuracy.
OVERVIEW OF CMOS IMAGE SENSOR MARKET
Definition of CIS
CIS is an optical sensor built using CMOS technology, designed to convert light signals into
electrical signals, and subsequently into digital data through integrated readout circuits. As the core
component of camera modules, CIS plays a critical role in applications such as consumer, prosumer,
automotive, security, industrial imaging, medical imaging, defense and aerospace, and scientific
imaging. Compared with traditional CCD sensors, CIS offers advantages like lower power consumption,
higher integration, reduced cost, and higher frame rate, making it the dominant technology in current
imaging market.
CIS is classified by structure into FSI, BSI and stacked CIS, with stacked CIS improving image
quality by enlarging the pixel-layer sensing area, reducing circuit noise and enabling more functions.
By exposure, CIS includes rolling shutter and global shutter, with global shutter preferred for industrial
and high-speed imaging to avoid motion distortion. Differentiation is typically driven by advanced
capabilities such as global shutter, HDR, low-noise design, high sensitivity across visible and
non-visible bands (e.g., NIR/SWIR), and high frame rates. Applications span consumer electronics,
prosumer cameras, automotive, security surveillance, industrial, medical and scientific imaging, and
defense/aerospace. Consumer CIS is high-volume, price-sensitive and short-cycle, competing on cost
and scale; non-consumer CIS targets specialized, high-precision use cases with larger optical formats,
high-reliability packaging and premium performance, leading to longer cycles, higher customization and
higher ASPs.
Value Chain of CIS
The CIS value chain includes upstream materials, equipment and design, midstream manufacturing
and sales, and downstream modules, cameras and system integration. Design models include fabless,
fab-lite and IDM. Manufacturing covers wafer processing, BSI stacking, microlens/CFA and foundry
services, plus packaging and testing. Products are sold to camera manufacturers and OEMs, instrument
producers or via distributors, serving industrial, medical, scientific, consumer, prosumer, automotive
and defence uses.
INDUSTRY OVERVIEW
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The chart below sets forth the value chain of CIS market:
Upstream DownstreamMidstream
CIS Design
Fab -liteIDM
Raw Materials
• Silicon Wafers
• Photoresist and
Developers
• Photomasks
• CMP Slurry
• others Packaging and Testing
• Photolithography
Machines
• Etching,
Deposition
(PVD/CVD/ALD),
Ion Implantation
• CMP, Metrology
and Inspection
Tools
Module & System Integrators
End Applications
Camera Module
Camera Manufacture
Instrument
Manufacture
System Integration
CIS Manufacturing
Consumer
Automotive
Prosumer
Security
Equipment
CIS Sales
Wafer Processing
BSI Stacking
Microlens and CFA
Foundry Services
Packaging
Electrical Testing
Defect Inspection
Optical Testing
B2B Delivery Distribution
Industrial Imaging Medical Imaging
Fabless
Scientific Imaging Defense and
Aerospace
Source: Frost & Sullivan
OVERVIEW OF IDM AND FABLESS MODEL
Definition
IDM Model
The IDM model refers to semiconductor companies that integrate the entire value chain, including
design, manufacturing, packaging, and testing, within their own facilities. This model allows for tighter
process control, higher supply chain reliability, and strong vertical integration.
Fabless Model
Fabless model is a common operating model, where an enterprise focuses on sensor design, R&D,
and sales, without owning or operating wafer fabrication plants (Fab).
Situation of model adoption in the market
In the CIS industry, the market has long been dominated by international IDM players serving
applications across consumer, prosumer, security, automotive, industrial, medical, scientific, and
defense/aerospace. As downstream use cases diversify, customization requirements rise, and outsourced
manufacturing ecosystems mature, asset-light and fabless models are becoming important growth trends
alongside IDMs. Fabless players are increasingly driving innovation and specialization, particularly in
industrial, scientific, and medical segments where rapid technical response and high customization are
critical. By collaborating with specialized foundries and packaging partners, fabless companies can
respond more flexibly to market changes, build differentiated competitiveness, and reduce risks tied to
heavy fixed-asset investment and capacity fluctuations.
Challenges of the Fabless Model Compared with IDM
Fabless CIS firms depend on external foundries, limiting manufacturing control and increasing
exposure to capacity, materials and lead-time volatility. They also face more pressure on scheduling and
cost. Multi-partner coordination can raise communication overhead and extend development cycles.
INDUSTRY OVERVIEW
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Fabless CIS companies rely on external foundries and therefore have limited control over
manufacturing, making them more exposed to upstream capacity shortages, material disruptions, and
lead-time volatility. Compared with IDMs that manage the end-to-end chain more autonomously, fabless
players face greater pressure on capacity securing, delivery scheduling, and cost control. In addition,
because performance optimization requires coordination across multiple external partners rather than an
integrated in-house flow, fabless development can incur higher communication overhead, longer cycles,
and occasional delays driven by external factors.
Market Size of Global CIS Market
From 2020 to 2024, global CIS revenue increased from RMB127.5 billion to RMB139.1 billion
(CAGR 2.2%), with a 2021−2023 slowdown driven by weaker consumer electronics demand, channel
destocking and pricing pressure after pandemic-era ordering. Consumer applications still accounted for
over 71% in 2024, but the mix continued shifting toward higher-value segments: industrial imaging
(2020−2024 CAGR 12.2%), medical imaging (29.1%) and scientific imaging (10.3%) grew faster than
the overall market. Within consumer CIS, the share of high-end smartphones rose from 15.8% in 2020
to 25.6% in 2024, reflecting ongoing premiumization in the consumer market. CIS revenue in the
high-end smartphone segment grew at a 2020−2024 CAGR of 12.4%, while the rest of the consumer
sector recorded a CAGR of -3.4% over the same period. Looking ahead, revenue is projected to
rebound from RMB155.5 billion in 2025 to RMB210.3 billion in 2029 (CAGR 7.8%), supported by
demand recovery and rising contributions from automotive, industrial and medical applications. Growth
is also driven by more cameras per vehicle, higher resolution and added functions, and ASP uplift from
stacked CIS, global shutter, HDR and NIR/ToF adoption. By 2029, prosumer CIS is expected to reach
RMB9.1 billion (CAGR 7.3%), medical RMB8.8 billion (24.0%), and industrial RMB7.8 billion
(21.0%), while scientific imaging is forecast to accelerate to 12.7% CAGR. Industrial and scientific
segments are expected to outperform due to factory automation and machine-vision penetration,
specification upgrades and CCD-to-CMOS substitution, alongside more planned procurement cycles and
lower exposure to consumer-driven inventory swings.
The chart below sets forth the market size of global CIS market:
Source: Annual Reports, Frost & Sullivan
0.8 0.9 0.9 1.0 1.2 1.3 1.5 1.7 1.9 2.2
2.1 2.3 2.4 2.4 2.7 3.0 3.3 3.7 4.01.1
1.3 1.8 3.0 3.7 4.7 5.8 7.21.9 2.3 7.8
9.3 7.0 5.4 6.4
13.6 15.1 17.8 25.5 31.2 37.2 43.9 50.0
6.0 6.3 6.4 6.6100.2 105.1 95.1 93.8 98.9
103.7
107.7
111.5
115.0
117.9
0
20
40
60
80
100
120
140
160
180
200
220
2020 2021 2022 2023 2024 2025E
7.2
2026E 2027E 2028E 2029E
127.5
138.0 129.1 128.7
139.1
155.5
168.4
196.4
210.3
9.8 11.4 8.03.6 8.7 5.4 6.5
182.0
2.9
9.9
9.1
10.55.2
6.9
RMB Billion
8.4
7.7
9.3
6.8 2.0 8.81.8 2.32.1 4.4
Market Size of Global CIS Market, Breakdown by Application, by Sales Revenue 2020-2029E
Consumer Prosumer Automotive Security Industrial
Imaging
Medical
Imaging
Scientific
Imaging
Defence & Aerospace
CAGR Total
2020-2024 -0.3% 5.9% 16.1% -1.6% 12.2% 29.1% 10.3% 7.6% 2.2%
2025E-2029E 3.3% 7.3% 18.4% 6.9% 21.0% 24.0% 12.7% 10.0% 7.8%
INDUSTRY OVERVIEW
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The chart below sets forth the market size of global industrial imaging and scientific imaging CIS
market:
Source: Annual Reports , Frost & Sullivan
0.08 0.09 0.09 0.10 0.12 0.17 0.19 0.22
0.35 0.38 0.39
0.76 0.91 1.10 1.290.81 0.88 0.93 1.04 1.31 1.63 2.00 2.46 3.00
3.67
0.61 0.68 0.77 0.97
1.20
1.48
1.81
2.17
2.56
0
1
2
3
4
5
6
7
8
2026E 2027E 2028E
0.25
2029E
1.85 1.99
RMB Billion
2.34
2.93
3.62
4.42
5.38
6.49
7.77
0.43 0.53 0.64
2020 2021 2022 2023
0.65
2024
0.15
2025E
2.09
Market Size of Global Industrial Imaging Market, Breakdown by Region, by Sales Revenue 2020-2029E
North America Asia-Pacific Europe OthersCAGR Total
2020 -2024 12.5% 12.8% 10.8% 10.5% 12.2%
2025E -2029 E 20.8% 22.4% 19.3% 14.1% 21.0%
0.03 0.03 0.03 0.04 0.04 0.05 0.05 0.060.21 0.24 0.30 0.33 0.36 0.400.31 0.34 0.37 0.41 0.46 0.53 0.61 0.69 0.78 0.88
0.29 0.32 0.35 0.39 0.44 0.50 0.57
0.65
0.73
0.81
0.0
2.5
2023 2024
0.05
2025E 2026E 2027E 2028E 2029E
0.80
RMB Billion
0.94 1.05 1.18
1.34
1.52
1.72
1.93
2.16
0.26
2020 2021 2022
0.17 0.18 0.19 0.07
0.88
Market Size of Global Scientific Imaging Market, Breakdown by Region, by Sales Revenue 2020-2029E
North America Asia-Pacific Europe OthersCAGR Total
2020 -2024 10.9% 10.2% 9.4% 8.1% 10.3%
2025E -2029 E 12.7% 13.7% 10.9% 9.9% 12.7%
Note: Others include South America, Africa.
The chart below sets forth the market size of global prosumer and medical imaging CIS market:
5.2
6.0 6.3 6.4 6.6 6.9 7.2 7.7
8.4
9.1
0
2
4
6
8
10
RMB Billion
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
Market Size of Global Prosumer CIS Market, by Sales Revenue, 2020-2029E
Source: Annual Reports , Frost & Sullivan
Prosumer CIS
CAGR 2020 -202 4 2025 E-202 9E
5.9% 7.3%
S A l R F & S lli
1.1 1.3 1.8 2.3
3.0
3.7
4.7
5.8
7.2
8.8
0
2
4
6
8
10
RMB Billion
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
Market Size of Global Medical Imaging CIS Market, by Sales Revenue, 2020-2029E
Medical Imaging CIS
CAGR 2020 -202 4 202 5E-202 9E
29.1% 24.0%
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THE TRENDS ANALYSIS OF MAJOR COST COMPONENTS
Wafers and masks are the core raw materials used in the manufacturing of CMOS image sensors.
The wafer serves as the device substrate, supporting the formation of photodiodes, pixel structures,
readout circuits and metal interconnects, and it directly influences key performance metrics such as
noise and dynamic range. Masks are primarily used in the lithography process to accurately transfer
pixel and circuit layouts onto the wafer, which determines pixel dimensions, structural configurations
and readout circuit characteristics.
Wafer
From 2020 to 2024, mature node prices remained broadly stable or slightly lower with capacity
expansion and steady demand.
Foundry Maker’s Wafer ASP, 2020-2029E
3.16
3.30
3.22
3.08
2.96
2.88
2.78 2.72 2.67
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
3.0
3.1
3.2
3.3
3.4
3.5
3.6
3.7
USD Thousand
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
2.94
Note: Excluding prices of customized products.
Source: Annual Reports, Frost & Sullivan
Masks
From 2020 to 2024, mature node costs showed little change. From 2025 to 2029, mature node
costs remaining stable.
THE TRENDS ANALYSIS OF MARKET PRICES OF THE INDUSTRIAL AND SCIENTIFIC
IMAGING
Industrial Imaging
From 2020 to 2024, ASPs for industrial imaging CIS remained generally stable, with slight
increases in high-end models driven by higher resolution, global shutter adoption, and sensitivity
improvements. Looking ahead from 2025 to 2029, ASPs are expected to rise moderately, supported by
broader adoption of advanced specifications such as global shutter, HDR, as well as increasing
customisation needs in machine vision and factory automation. Prices in this segment are expected to
remain more resilient and less volatile than consumer CIS.
INDUSTRY OVERVIEW
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Price of Industrial Imaging, 2020−2024
2020 2021 2022 2023 2024
Price of Industrial
Imaging (RMB) 80-15,000 90-18,500 85-17,500 80-17,000 75-16,800
Note: Excluding prices of customized products.
Source: Annual Reports, Frost & Sullivan
Scientific Imaging
From 2020 to 2024, ASPs for scientific imaging CIS were largely stable, with slight increases
observed in specialised models due to improvements in sensitivity, quantum efficiency, and low-noise
performance. From 2025 to 2029, ASPs are projected to grow moderately, driven by the continued
substitution of CCD by sCMOS, wider adoption in life-science instruments, digital pathology,
microscopy, and astronomy, as well as rising demand for customized high-performance sensors.
Price of Scientific Imaging, 2020-2024
2020 2021 2022 2023 2024
Price of Scientific
Imaging (RMB) 480- 800,000 520- 950,000 480- 880,000 440- 840,000 400- 760,000
Note: Excluding prices of customized products.
Source: Annual Reports, Frost & Sullivan
Gross margins in industrial and scientific imaging are generally higher because products in these
segments emphasize high performance, reliability, and customization rather than cost. End-customers,
such as camera manufacturers, research institutions, and scientific device companies, typically require
sensors with advanced specifications, long product lifecycles, and stable supply assurance. This leads to
lower price sensitivity and stronger willingness to pay premiums for guaranteed quality and long-term
support, resulting in higher gross margins compared with consumer applications.
Market Drivers of the Global CIS market
Accelerated Technological Advancement
Pixel shrink continues to lift CIS resolution in compact devices while preserving sensitivity. BSI
improves low-light performance, and stacked CIS boosts data throughput and enables advanced on-chip
functions such as multi-frame processing and HDR. Rapid progress in HDR, high frame rate, low noise
and global shutter is improving imaging accuracy under complex lighting and expanding adoption in
automotive, industrial inspection and scientific measurement, while better power efficiency strengthens
suitability for mobile and low-light use.
Incremental Demand
Incremental CIS demand is driven by factory and logistics automation and high-end inspection
and metrology, where sensors raise throughput, reduce costs and improve quality. Scientific imaging
advances in astronomy, materials science, biology and DNA sequencing are increasing needs for higher
resolution, sensitivity and faster readout. Prosumer content creation in photography, cinematography
INDUSTRY OVERVIEW
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and broadcasting drives demand for high resolution, ultra-high frame rates, strong low-light
performance and wide dynamic range. Medical imaging growth, including endoscopy and portable
diagnostics, requires high-resolution, low-noise sensors for accurate real-time results.
Ecosystem Transformation
Incremental CIS demand is fuelled by rising automation in factory and logistics and by high-end
inspection and metrology, where sensors improve throughput, cost efficiency and quality. Scientific
imaging advances in astronomy, materials science, biology and DNA sequencing are raising
requirements for higher resolution, sensitivity and faster readout. Prosumer content creation drives
demand for high resolution, ultra-high frame rates, low-light performance and wide dynamic range.
Medical imaging growth, including endoscopy and portable diagnostics, requires high-resolution,
low-noise sensors for accurate real-time results.
Policy Support
Chinese “domestic substitution” drive and Made in China 2025 have unlocked substantial policy
support: the national Integrated Circuit Industry Investment Fund (“ Big Fund ”) has deployed over
RMB150 billion into key segments including CIS, while provincial governments offer land, power, and
tax incentives to local champions to scale capacity and R&D. 2023 National Key R&D Program
“Research on Basic Scientific Research Conditions and Major Scientific Instrument Development”
engineering and application development of high-end universal scientific instruments and core
components. Together with ongoing initiatives such as “Made in China 2025” 2020 “Opinions on
Promoting the High-Quality Development of the Integrated Circuit Industry”, these policies continue to
support domestic CIS innovation and industrialization.
Future Trends of the Global CIS market
Pursuit of High Performance and Intelligence
The global CIS market is moving toward higher resolution, lower power and better optics, enabled
by mature stacked architectures separating pixel and logic layers. “Sensor-level intelligence” is rising as
AI, signal processing and embedded algorithms enable real-time edge functions such as object detection
and event recognition, especially in automotive, surveillance and smart manufacturing. HDR and
high-speed readout are advancing through digital-overlap HDR, regional exposure control and global
shutter. Advanced packaging, power management and noise suppression further improve efficiency and
compactness for wearables and portable diagnostics.
Application-Oriented Vision Solution Driving Market Growth
Application-oriented vision solutions are driving CIS growth as demand expands beyond consumer
electronics. Industrial imaging and machine vision benefit from manufacturing and logistics automation,
requiring precise detection, real-time analysis and robotic control, which pushes sensors toward higher
frame rates, global shutter and integrated processing. Medical devices increasingly need low-light
performance and wider dynamic range. Scientific instruments require high-performance, customisable
sensors for low-light and extreme conditions. Smart city projects further boost demand in surveillance,
intelligent transport and unmanned retail.
INDUSTRY OVERVIEW
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Ecosystem Collaboration and Industry Chain Integration
Market Size of CIS Market in the PRC
From 2020 to 2024, the CIS market in the PRC maintained stable growth, with market size
expanding from RMB34.3 billion to RMB38.6 billion, representing a CAGR of 3.1%. Consumer
remained the largest application segment, although its share showed slight fluctuations over the period.
The industrial imaging applications increasing from RMB0.8 billion to RMB1.3 billion at a CAGR of
14.4%. Scientific imaging CIS also demonstrated steady growth, rising from RMB0.3 billion to
RMB0.4 billion, reflecting a CAGR of 11.7%.
Looking ahead from 2025 to 2029, the PRC CIS market is expected to sustain its growth
trajectory, expanding from RMB41.9 billion to RMB59.6 billion, with a projected CAGR of 9.2%. The
industrial imaging applications are expected to expand from RMB1.6 billion to RMB3.6 billion at a
CAGR of 22.5%. Scientific imaging applications are anticipated to reach RMB0.8 billion by 2029, with
a CAGR of 14.2%, forming part of a rising cluster of high-value, professional-grade use cases.
0.8 1.0 1.0 1.1 1.2 1.3 1.5
0.3
0.3 0.3
0.4 0.4 0.5 0.6 0.6 0.7
0.8
0.4
0.5 0.6
0.8 1.1 1.4 1.7 2.1 2.6
0.8
0.8 0.9
1.0
5.8 7.4 9.1 11.2 13.6 16.3
1.9
1.924.8 26.4 23.6 23.2 24.4 25.1 25.9 26.6
27.3
27.9
0
10
20
30
40
50
60
1.9 4.82.5
2023
2.61.3
2024
2.1
2.81.6
RMB Billion
2.82.5
2025E
2.2
3.02.0
2020
2.90.8
2026E
2.3
3.22.4
2021
1.84.2
2027E
2.4
3.43.02.63.4
0.9
2028E
2.5
3.63.6 3.2
2022
1.6
2029E
2.0
37.0 35.0 35.5 38.6 41.9 45.7
49.9
54.6
59.6
34.3
Market Size of CIS Market in the PRC, Breakdown by Application, by Sales Revenue 2020-2029E
Consumer Prosumer Automotive Security Industrial
Imaging
Medical
Imaging
Scientific
Imaging
Defence & Aerospace
CAGR Total
2020 -2024 -0.4% 1.1% 19.6% 0.6% 14.4% 28.1% 11.7% 7.6% 3.1%
2025E -2029 E 2.7% 5.1% 22.1% 6.7% 22.5% 23.6% 14.2% 8.2% 9.2%
Source: Annual Reports, Frost & Sullivan
COMPETITIVE LANDSCAPE
As the Company’s core business is concentrated in industrial and scientific imaging, rankings are
presented within these two segments. The overall CIS market is dominated by consumer electronics,
and rankings across the entire market may not appropriately reflect the Company’s positioning, as the
scale and competitive dynamics of consumer CIS are fundamentally different from those of industrial
and scientific applications. In addition, the industrial and scientific imaging markets are generally
dominated by large international enterprises.
INDUSTRY OVERVIEW
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1. Ranking of Global CIS Companies, by Industrial Imaging Revenue (2024)
Ranking Company Listing Status Revenue by Global
Industrial Imaging CIS,
2024 (RMB Million)
Market Share by Global
Industrial Imaging CIS
Revenue, 2024
1 Company A 1 Public 985.0 33.6%
2 Company B 2 Public 535.1 18.2%
3 The Company Private 446.6 15.2% 5
4 Company C 3 Public 318.7 10.9%
5 Company D 4 Public 183.4 6.3%
2,488.8Top 5 Subtotal 84.2%
Source: Annual Reports, Frost & Sullivan
Notes:
(1) Founded in 1946 and headquartered in Japan, the company is listed on the Tokyo Stock Exchange and is a global leader in
CMOS image sensors widely used in consumer, automotive imaging, security, and industrial imaging applications, with a
revenue of approximately RMB604.5 billion in 2024.
(2) Founded in 1999 and headquartered in the USA, the company is listed on the NASDAQ and provides CMOS image sensors
for automotive and industrial imaging applications, with a revenue of approximately RMB50.6 billion in 2024.
(3) Founded in 1960 and headquartered in the USA, the company is listed on the NYSE and offers advanced CMOS and CCD
image sensors for scientific, aerospace, and defense markets, with a revenue of approximately RMB40.6 billion in 2024.
(4) Founded in 1995 and headquartered in Shanghai, it is listed on the Shanghai Stock Exchange and specializes in the design
and sales of CMOS image sensors for consumer electronics, automotive, and industrial imaging applications, with a
revenue of approximately RMB25.7 billion in 2024.
(5) In terms of revenue in 2024, industrial imaging CIS market accounted for approximately 2.1% of the global CIS market.
2. Ranking of Global CIS Companies, by Scientific Imaging Revenue (2024)
Ranking Company Listing Status Revenue by Global
Scientific Imaging CIS,
2024 (RMB Million)
Market Share by Global
Scientific Imaging CIS
Revenue, 2024
1 Company C Public 335.8 28.4%
2 Company E 1 Public 207.6 17.6%
3 The Company Private 192.4 16.3% 3
4 Company B Public 65.0 5.5%
5 Company F
2 Public 42.5 3.6%
843.3Top 5 Subtotal 71.4%
Source: Annual Reports, Frost & Sullivan
Note:
(1) Founded in 1953 and headquartered in Japan, the company is listed on the Tokyo Stock Exchange and specializes in
scientific-grade CMOS sensors for medical imaging, industrial imaging, and scientific imaging applications, with a revenue
of approximately RMB9.9 billion in 2024.
(2) Founded in 2001 and headquartered in the United States, It is a CMOS sensor company specializing in medical imaging,
industrial, and scientific imaging applications, with a revenue of approximately RMB95.4 million in 2024.
(3) In terms of revenue in 2024, scientific imaging CIS market accounted for approximately 0.8% of the global CIS market.
INDUSTRY OVERVIEW
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3. Ranking of CIS Companies, by Industrial Imaging Revenue in the PRC (2024)
Ranking Company Listing Status Revenue by Industrial
Imaging CIS in the PRC,
2024 (RMB Million)
Market Share by
Industrial Imaging CIS
Revenue in the PRC, 2024
1 The Company Private 321.2 25.0%
2 Company A Public 278.1 21.6%
3 Company D Public 172.3 13.4%
4 Company B Public 122.3 9.5%
5 Company C Public 93.4 7.3%
987.3Top 5 Subtotal 76.8%
Source: Annual Reports, Frost & Sullivan
4. Ranking of CIS Companies, by Scientific Imaging Revenue in the PRC (2024)
Ranking Company Listing Status Revenue by Scientific
Imaging CIS in the PRC,
2024 (RMB Million)
Market Share by
Scientific Imaging CIS
Revenue in the PRC, 2024
1 The Company Private 153.0 35.7%
2 Company C Public 98.7 23.0%
3 Company E Public 64.5 15.0%
4 Company B Public 21.7 5.1%
5 Company F Public 18.4 4.3%
356.3Top 5 Subtotal 83.1%
Source: Annual Reports, Frost & Sullivan
Entry Barrier Analysis
Research and Development Innovation Barrier
R&D is a key entry barrier. CIS development needs multi-year cycles for masks, prototypes and
reliability tests. Advanced architectures require optics and mixed-signal expertise, plus ISP hardware
algorithm co-design.
Talent & Capital Barrier
Entry also requires scarce multidisciplinary talent and heavy capital. Costs include R&D
headcount, EDA tools, photomasks and prototype wafers. Fab-lite/IDMs add cleanroom and equipment
capex, challenging new entrants.
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Supply Chain Integration Barrier
CIS production spans foundries, microlens/CFA processing, and packaging/testing. Coordinating
partners needs strong logistics, QC and long-term capacity agreements. New entrants often lack access,
terms and traceability.
Downstream Know-How Barrier
Integrating CIS into end systems requires application know-how: optical tuning, ISP optimization,
autofocus and system calibration, plus validation toolchains and OEM co-development. New entrants
need labs, teams and pilots.
Brand Recognition Barrier
OEMs prefer proven brands to reduce integration risk and secure supply and support ecosystems.
Trust is reinforced by partnerships and certifications. New entrants must build credibility via pilots and
long-term reliability validation.
SOURCE OF INFORMATION
In connection with the Global Offering, we have engaged Frost & Sullivan to conduct a detailed
analysis and prepare a market research report on the CMOS image sensor. Frost & Sullivan is an
independent global market research and consulting company which was founded in 1961 and is based in
the U.S. Services provided by Frost & Sullivan include market assessments, competitive benchmarking,
and strategic and market planning for a variety of industries. The agreed fee paid to Frost & Sullivan
for the preparation and use of the Frost & Sullivan Report is RMB350,000. The payment of such
amount was not contingent upon our successful Listing or on the results of the Frost & Sullivan Report.
Except for the Frost & Sullivan Report, we did not commission any other market research report in
connection with the Global Offering. We have included certain information from the Frost & Sullivan
Report in this prospectus because we believe such information facilitates an understanding of the
CMOS image sensor market for potential investors. Unless otherwise indicated, market estimates or
forecasts in this section represent Frost & Sullivan’s view on the future development of the CIS market.
In preparing the Frost & Sullivan Report, Frost & Sullivan has relied on its in-house database,
independent third-party reports, and publicly available data from reputable industry organizations.
Where necessary, Frost & Sullivan contacts companies operating in the industry to gather and
synthesize information in relation to the market, prices, and other relevant information. Frost &
Sullivan has exercised due care in collecting and reviewing the information so collected and believes
that the basic assumptions used in preparing the Frost & Sullivan Report, including those used to make
future projections, are factual, correct, and not misleading. Frost & Sullivan has independently analysed
the information, but the accuracy of the conclusions of its review largely relies on the accuracy of the
information collected. In compiling and preparing the research, Frost & Sullivan assumed that the
social, economic, and political environments in the relevant markets are likely to remain stable in the
forecast period, which ensures the stable and healthy development of the CMOS image sensor market.
In addition, Frost & Sullivan has developed its forecast on the following bases and assumptions: (i) the
economy in the global range is likely to maintain stable growth in the next decade, and (ii) the CMOS
image sensor market is expected to grow based on the macroeconomic assumptions of the economy.
Frost & Sullivan’s research may be affected by the accuracy of these assumptions and the choice of
these primary and secondary sources. Except as otherwise noted, all data and forecasts in this section
come from the Frost & Sullivan Report.
INDUSTRY OVERVIEW
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PRC REGULATORY OVERVIEW
This section summarizes the main PRC laws, regulations and policies related to the Company’s
daily business activities currently conducted in the PRC.
Integrated Circuit Industry Related Policies
In June 2014, the State Council of the PRC (the “ State Council ”) promulgated the Outline for
Promoting the Development of the National Integrated Circuit Industry (પආ
), which stated that the development goal of the integrated circuit industry is to reach an
advanced international standard in the major links of the integrated circuit industry chain by 2030, with
a number of enterprises entering the international first tier and achieving leapfrog development. The
main tasks and development priorities are to focus on the development of integrated circuit design
industry by anchoring on the industrial chain of key areas to strengthen the collaborative innovation of
integrated circuit design, software development, system integration, content and service, and to drive
the development of manufacturing industry with the rapid growth of the design industry.
In December 2020, the Ministry of Finance, the General Administration of Taxation, the
Development and Reform Commission (the “ NDRC”), and the Ministry of Industry and Information
Technology (the “ MIIT”) jointly promulgated the Announcement on Enterprise Income Tax Policy for
Promoting High Quality Development of Integrated Circuit Industry and Software Industry (ආ
ʮѓ ). According to the above provisions, key
integrated circuit design enterprises and software enterprises encouraged by the PRC are exempted from
enterprise income tax for the first year to the fifth year from the year of profitability and the tax rate is
reduced to 10% for the succeeding years.
In December 2021, the State Council issued the Notice of the State Council on Printing and
Distributing “14th Five-Year Plan” for the Development of Digital Economy (Ι೯
“ɤ̬ʞ”), which proposed that during the 14th Five-Year Plan period, key
technological innovation capabilities shall be enhanced by targeting sensors, quantum information,
network communications, integrated circuits, key software, big data, artificial intelligence, block-chain,
new materials and other strategic forward-looking fields. Moreover, the Notice proposed to optimize
and innovate organizational methods such as “selecting the best candidates via open competition
mechanism” by focusing on breakthroughs in key core technologies in the fields of high-end chips,
operating systems, industrial software, core algorithms and frameworks, and strengthening the
integrated research and development of general-purpose processors, cloud computing systems, and key
software technologies. In addition, the competitiveness of key links in the industrial chain shall be
improved, and the supply chain systems of key industries such as 5G, integrated circuits, new energy
vehicles, artificial intelligence, and industrial Internet shall be improved.
In May 2022, the State Administration of Taxation issued the Guidance of Preferential Tax Policy
for Software Enterprises and Integrated Circuit Enterprises (ഄ
ˏ). In order to facilitate the understanding of the applicable preferential tax policies in timely
manners, the above guidelines clarify the preferential treatment, enjoyment eligibility conditions and
policy basis for integrated circuit enterprises. Enterprises for integrated circuit design, equipment,
materials, packaging and testing encouraged by the State, for example, can enjoy regular exemption or
reduction of the enterprise income tax; key integrated circuit design enterprises encouraged by the State
can enjoy the regular exemption or reduction of enterprise income tax; staff training expenses of
integrated circuit design enterprises can be deducted before tax according to the actual amount incurred.
In April 2023, the Ministry of Finance and the SAT jointly promulgated the Notice of the Ministry
of Finance and the SAT on the Value-added Tax Credit for Deduction Policy for Integrated Circuit
Enterprises ( ). From January 1,
REGULATORY OVERVIEW
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2023 to December 31, 2027, Enterprises engaged in integrated circuit design, production, packaging and
testing, equipment and materials will be allowed to deduct the value-added tax payable by 15% based
on the current deductible input tax.
Laws and Regulations relating to Foreign Investment
The establishment, operation and management of Chinese business entities are regulated by the
PRC Company Law. Limited liability companies and joint stock limited companies established in China
are regulated by the PRC Company Law. Unless otherwise stipulated by foreign investment laws,
foreign-invested companies are also regulated by PRC Company Law.
The Foreign Investment Law of the PRC (), which was
promulgated by the NPC on March 15, 2019 and implemented on January 1, 2020, specifies the
management system for pre-access national treatment and negative list for foreign investment in the
PRC. “Pre-access national treatment” means that foreign investors and their investments shall be treated
no less favorably than domestic investors and their investments at the stage of investment access;
“negative list” refers to the special administrative measures for access of foreign investment in specific
fields as prescribed by the PRC. The PRC gives national treatment to foreign investment outside the
negative list. In addition, the Implementation Regulations of the Foreign Investment Law of the
People’s Republic of China (ૢԷ ) (the “ Implementation
Regulations ”) promulgated by the State Council on December 26, 2019 and implemented on January 1,
2020 further stipulates that the state, according to the needs of national economic and social
development, formulate a catalog of industries that encourage foreign investment, listing specific
industries, fields, and regions that encourage and guide foreign investors to invest.
On December 15, 2025, the National Development and Reform Commission and the Ministry of
Commerce of the People’s Republic of China issued the Catalogue of Encouraged Industries for Foreign
Investment (Edition 2025), which designates integrated circuit design as an industry encouraged for
foreign investment. The Company’s main business falls within the scope of this industry encouraged for
foreign investment.
On September 6, 2024, the NDRC and the MOFCOM jointly revised and issued the Special
Administrative Measures for Foreign Investment Access (Negative List) (2024 Edition) (ࡘ
݄( ૶ఊ)(2024و)) (the “ Negative List ”), which will be implemented from
November 1, 2024, replacing the previous Negative List. If a domestic company engaging in business
prohibited in the Negative List offers shares and lists in an overseas market, such offering and listing
shall be approved by relevant competent PRC authorities. Non-PRC investors must not participate in
the operation and management of the company, and their shareholding percentage shall be subject to
relevant provisions on the administration of domestic securities investment by Non-PRC investors.
According to the Measures for the Security Review of Foreign Investment (፬
) promulgated by NDRC and MOFCOM on December 19, 2020 and effective from January 18,
2021, foreign investments that have an actual or potential impact on national security are subject to
security review in accordance with the provisions of such Measures. Foreign investors or relevant
domestic parties who intend to invest in the following areas should proactively apply to the
mechanism’s office for a security review prior to implementation of the investment: (1) investment in
defense, defense support and related sectors that have a bearing on national defense security, as well as
investment in areas surrounding military and defense facilities; (2) investment in important agricultural
products, important energy and resources, major equipment manufacturing, important infrastructure,
important transportation services, important cultural products and services, important information
technology and Internet products and services, important financial services, key technologies, and other
important sectors related to national security, while obtaining actual control over the invested
enterprise.
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Overseas Investment Related Regulations
Pursuant to the Administrative Measures for Outbound Investment ()
promulgated by the MOFCOM on September 6, 2014 and implemented on October 6, 2014, the
MOFCOM and provincial competent commerce authorities shall carry out administration either by
record-filing or approval, depending on different circumstances of outbound investment by enterprises.
Overseas investment by enterprises that involves sensitive countries and regions or sensitive industries
shall be subject to administration by approval. Overseas investment by enterprises that falls in any
other circumstances shall be subject to administration by record-filing.
Pursuant to the Measures for the Administration of Overseas Investment of Enterprises ( Άุྤ
) which was issued by the NDRC on December 26, 2017 and implemented on March
1, 2018, an enterprise in the territory of the PRC (the “ Investor ”) carrying out overseas investments
shall undergo formalities including the examination or filing for an overseas investment project (the
“project(s) ”), report the relevant information, and cooperate in supervisory inspection. Sensitive
projects conducted by Investors directly or through overseas enterprises controlled by them shall be
subject to confirmation management. Non-sensitive projects conducted by Investors directly.
Pursuant to the Notice of the State Administration of Foreign Exchange on Further Simplifying
and Improving Foreign Exchange Management Policies for Direct Investments (׵
 ) promulgated by the State Administration of Foreign
Exchange (“ SAFE”) on February 13, 2015 and effective from June 1, 2015, the foreign exchange
registration approval for direct investments was canceled. Instead, banks directly review and handle
foreign exchange registration for overseas direct investment. The SAFE and its branches exercise
indirect supervision over the foreign exchange registration of overseas direct investment through banks.
Laws and Regulations relating to Cyber Security and Data Security
The state establishes systems and mechanisms for national security review and supervision, and
controls foreign investment that affect or may affect national security, specific items and key
technologies, network information technology products and services, construction projects involving
national security matters, and other major matters and activities, conduct national security reviews, and
effectively prevent and resolve national security risks.
According to the Cyber Security Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷ၣഖτ
) promulgated by the SCNPC on November 7, 2016, revised on October 28, 2025 and
implemented on January 1, 2026, the construction, operation of a network or the provision of services
through a network shall, in accordance with the provisions of the laws, administrative regulations and
the mandatory requirements of the national standards, adopt technical measures and other necessary
measures to safeguard the safe and stable operation of the network, and to effectively respond to
network security events, prevent illegal and criminal activities on the network, and maintain the
integrity, confidentiality and availability of network data.
According to the Data Security Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷ᅰኽτ
) promulgated by the SCNPC on June 10, 2021 and implemented since September 1, 2021, our
country has established a data classification and hierarchical protection system to implement
classification and hierarchical protection of data. Data processing activities shall be conducted, in
accordance with the provisions of laws and regulations, by establishing and improve a full-process data
security management system, organizing data security education and training, and adopting
corresponding technical measures and other necessary measures to ensure data security.
REGULATORY OVERVIEW
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Laws and Regulations Relating to Intellectual Property
Patent
According to the Patent Law of the People’s Republic of China () (the
“Patent Law ”) promulgated by the SCNPC on March 12, 1984, and latest revised on October 17, 2020
and effective on June 1, 2021, as well as the Implementation Rules of the Patent Law of the People’s
Republic of China () by the State Council promulgated on June 15,
2001, and latest revised on December 11, 2023 and effective on January 20, 2024. Patents are divided
into three types: invention, utility model and design. The term of invention patent right is twenty years,
ten years for utility model patent, and fifteen years for design patent right, all of which are calculated
from the date of application.
Trademark
According to the Trademark Law of the People’s Republic of China ()
promulgated by the SCNPC on August 23, 1982, and latest revised on April 23, 2019 and effective on
November 1, 2019, and the Implementation Regulations of the Trademark Law of the People’s Republic
of China (ૢԷ) promulgated by the State Council on August 3, 2002,
and latest revised on April 29, 2014 and effective on May 1, 2014, trademarks approved and registered
by the trademark office are registered trademarks, and trademark registrants enjoy the exclusive right to
use trademarks and are protected by law. A registered trademark is valid for ten years from the date of
approval of registration.
Copyright
According to the Copyright Law of the People’s Republic of China ()
promulgated by the SCNPC on September 7, 1990, and latest revised on November 11, 2020 and
effective June 1, 2021, and the Implementation Regulations of the Copyright Law of the People’s
Republic of China (ૢԷ) promulgated by the State Council on August
2, 2002, and latest revised on January 30, 2013 and effective March 1, 2013, works of Chinese citizens,
legal persons or unincorporated organizations, whether published or not, enjoy copyright in accordance
with the law.
According to the Regulations on the Protection of Computer Software (ᚐૢԷ)
promulgated by the State Council on December 20, 2001, and latest revised on January 30, 2013 and
effective on March 1, 2013, and the Measures for the Registration of Computer Software Copyright
() promulgated by the National Copyright Administration on February
20, 2002, computer software refers to computer programs and related documents. Software copyright
arises from the date of completion of software development. The term of protection for software
copyright owned by a legal person or other organization is 50 years, expiring on December 31 of the
50th year following the first publication of the software. However, if the software has not been
published within 50 years since its completion, it is no longer protected.
Integrated Circuit Layout Design
According to the Regulations on the Protection of Integrated Circuit Layout Designs ( ණϓཥ༩
ᚐૢԷ) (the “ Protection Regulations ”) promulgated by the State Council on April 2,
2001 and came into effect on October 1, 2001, layout designs created by natural persons, legal persons
or other organizations in China enjoy exclusive rights to layout designs in accordance with the
“Protection Regulations”. The exclusive rights to the layout design arise upon registration with the
intellectual property administration department of the State Council, and layout designs that have not
been registered are not protected by the Protection Regulations. The protection period for the exclusive
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rights of a layout design is 10 years, starting from the date of application for registration of the design
or from the date of putting it into commercial exploitation somewhere in the world for the first time,
whichever is earlier. However, whether or not the design is registered or commercially used, it is no
longer protected by the Protection Regulations 15 years after the date of completion of the design.
Domain Name
In accordance with the Measures for the Administration of Internet Domain Names ( ʝᑌၣਹΤ၍
جwhich was promulgated by the MIIT on 24 August 2017 and came into effect on 1 November
2017, the MIIT is responsible for supervision and administration of domain name services in the PRC.
No organization or individual may interfere with the safe and stable operation of the Internet Domain
Name System.
Regulations Relating to House Leasing
In addition, according to the Administrative Measures on Commodity Housing Leasing (גۜ
), promulgated by Ministry of Housing and Urban-Rural Development on 1 December
2010 and became effective on 1 February 2011, Within 30 days after the conclusion of the housing
lease contract, the parties to the lease shall go to the competent department of construction (real estate)
of the people’s government of the municipality, city or county where the leased housing is located to
register and file the housing lease. If an individual or entity violates the above provisions, the
competent construction (real estate) departments of the people’s governments of the municipalities
directly under the central government, cities and counties shall order rectification within a time limit. If
rectification is not made by an individual within the time limit, a fine of less than RMB1,000 shall be
imposed. If rectification is not made by an entity within the time limit, a fine of more than RMB1,000
but less than RMB10,000 shall be imposed.
Laws and Regulations Relating to Production Quality
According to the Product Quality Law of the PRC (), promulgated
by the SCNPC on February 22, 1993 and last amended on December 29, 2018, producers and sellers
shall establish a sound internal product quality control system and strictly adhere to a job responsibility
system in relation to quality standards and quality liabilities together with implementing corresponding
examination and inspection measures. The counterfeiting or imitation of quality marks such as
certification marks is prohibited; falsifying the place of origin of product, and falsifying or imitating
the name or address of another factory is prohibited; adulteration of, or mixing of improper elements
with products under manufacturing or on sale, passing off the sham as the genuine or passing off the
inferior as the superior is prohibited.
Laws and Regulations Relating to Import and Export Trade
Pursuant to the Customs Law of the PRC () promulgated by the SCNPC
on January 22, 1987 and last amended on April 29, 2021, unless otherwise stipulated, the declaration of
import and export goods may be made by consignees and consignors themselves, and such formalities
may also be completed by their entrusted customs brokers. The consignees and consignors for import or
export of goods and the customs brokers engaged in customs declaration shall file for record with the
Customs in accordance with the laws.
Pursuant to the Export Control Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷̈ɹ၍
) which was promulgated by the SCNPC on October 17, 2020, and came into effect on December
1, 2020. The State’s export control on dual-use items, military products, nuclear and other goods,
technologies, services and other items related to the protection of national security and interests or the
fulfillment of international obligations, such as nonproliferation. The State’s export control authorities
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shall, together with other related departments, formulate and adjust the list of items subject to export
control, pursuant to the provisions of the Export Control Law and other relevant laws and
administrative regulations, export control policies and specified procedures, and promptly release the
same.
Laws and Regulations Relating to Labor and Social Security
Labor Law and Labor Contract Law
According to the Labor Law of the PRC (), which was last amended by
the SCNPC on December 29 2018 and the Labor Contract Law of the PRC ( ʕശɛ͏΍ձ਷௶ਗΥΝ
), which was last amended by the SCNPC on December 28, 2012 and came into effect on July 1,
2013, a labor contract shall be concluded to establish a labor relationship. Employers shall establish and
improve labor rules and regulations according to law to ensure that laborers enjoy labor rights and
fulfill labor obligations.
Social Insurance and Housing Fund
According to the Social Insurance Law of the PRC () which was
last amended and implemented by the SCNPC on December 29, 2018, and the Interim Regulation on
the Collection and Payment of Social Insurance Premiums (ᎈ൬ᅄᖮᅲБૢ Է ) which was
last amended and implemented by the State Council on March 24, 2019.
According to the Interpretation (II) of the Supreme People’s Court on Issues Concerning the
Application of Law in the Trial of Labor Dispute Casesج
༆ᙑ (ɚ), Where the employer and the laborer agree, or the laborer promises the employer,
that there is no need to pay social insurance premiums, the people’s court shall determine that such
agreement or promise is invalid. Where the employer fails to pay social insurance premiums in
accordance with the law, and the laborer requests to terminate the labor contract and for the employer
to pay economic compensation in accordance with item (3), Article 38 of the Labor Contract Law, the
people’s court shall support such claim in accordance with the law. Where the circumstances in the
preceding paragraph exist, and the employer, after making up the social insurance premiums in
accordance with the law, requests the laborer to return the social insurance compensation already paid,
the people’s court shall support such claim in accordance with the law.
Laws and Regulations Relating to Tax
Enterprise Income Tax
According to the Enterprise Income Tax Law of the PRC ()
which was promulgated by the SCNPC and last amended and implemented on December 29, 2018, and
the Implementation Rules to the EIT Law (ૢԷ ) which was
promulgated by the State Council and last amended on December 6, 2024 and implemented on January
20, 2025, enterprise income tax of 25% is uniformly levied on foreign-invested enterprises and
domestic-invested enterprises, and tax incentives are granted to special industries and projects. Eligible
small and low-profit enterprises are subject to corporate income tax at a reduced rate of 20%. High-tech
enterprises that need to be supported by the Chinese government are subject to corporate income tax at
a reduced rate of 15%.
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V alue Added Tax (“VAT”)
According to the Provisional Regulations of the People’s Republic of China on Value-added Tax
(೼ᅲБૢԷ) promulgated by the State Council and lately revised and
implemented on November 19, 2017 and the Interim Regulations of the People’s Republic of China on
Value-Added Tax ( ) promulgated by the Ministry of
Finance and lately revised on October 28, 2011 and came into effect on November 1, 2011, units and
individuals who sell goods, provide processing, repair and repair services or import goods in China are
taxpayers of V AT and are required to pay V AT.
On December 25, 2024, the SCNPC promulgated the Value-added Tax Law of the People’s
Republic of China ()( “ Value-added Tax Law ”), which will come into
effect on January 1, 2026. The Interim Regulations on Value-added Tax Law of the People’s Republic
of China (೼ᅲБૢԷ) will be abolished at the same time. According to the
Value-Added Tax Law, units and individuals (including individual industrial and commercial
households) who sell goods, services, intangible assets, real estate, and import goods within the
territory of China are taxpayers of V AT and shall pay V AT in accordance with the provisions of the
Law. Unless otherwise specified, taxpayers sell goods, processing, repair and repair services, tangible
movable property leasing services and import goods, the tax rate is 13%, and in some specific cases,
9%, 6% and 0%.
Laws and Regulations Relating to Foreign Exchange
According to the Regulations of the People’s Republic of China on Foreign Exchange
Administration ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ) recently revised by the State Council on August 5,
2008, the regulations apply to the foreign exchange receipts and payments or foreign exchange business
activities of domestic institutions and domestic individuals, as well as the foreign exchange receipts and
payments or foreign exchange business activities of overseas institutions and foreign individuals in
China.
According to the Notice of the State Administration of Foreign Exchange on Issues Concerning
the Administration of Foreign Exchange for Overseas Listing (ྤ̮ɪ̹̮ි၍
) promulgated by the State Administration of Foreign Exchange on December 26,
2014, the State Administration of Foreign Exchange and its branches and the Foreign Exchange
Administration Department shall supervise, manage and inspect the business registration, account
opening and use, cross-border receipts and payments, fund exchange and other activities involved in
overseas listing of domestic companies. Domestic companies shall apply for overseas listing registration
with the foreign exchange bureau at their place of registration within 15 working days of the
completion of the overseas listing and issuance, submitting the relevant materials.
According to the Notice of the State Administration of Foreign Exchange on Reforming and
Standardizing the Administrative Policies of Capital Account Foreign Exchange Settlement (̮ි
 ) promulgated by the State Administration of
Foreign Exchange on June 9, 2016, the relevant policies have clearly implemented the foreign exchange
income of capital account (including foreign exchange capital, foreign debt funds and funds transferred
back from overseas listing, etc.) that are willing to settle foreign exchange can be handled in banks
according to the actual business needs of domestic institutions. If the current laws and regulations have
restrictive provisions on the settlement of foreign exchange income from capital account of domestic
institutions, such provisions shall prevail.
According to the Notice of the State Administration of Foreign Exchange on Further Deepening
Reforms and Promoting Cross-border Trade and Investment Facilitation (ආɓӉ
 ) promulgated by the State Administration of Foreign
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Exchange on December 4, 2023, foreign exchange funds raised by overseas listings of domestic
enterprises can be directly deposited into capital account settlement accounts, the funds in the capital
account settlement accounts can be used independently for foreign exchange settlement.
Laws and Regulations Relating to Overseas Securities Issuance and Listing by Domestic
Enterprises
Laws and Regulations on Securities
The Securities Law of the People’s Republic of China () (the
“Securities Law ”), which was lately revised by the SCNPC on December 28, 2019 and came into effect
on March 1, 2020. The Securities Law stipulates that when domestic enterprises directly or indirectly
issue securities overseas or list their securities overseas, they shall comply with the relevant regulations
of the State Council. Where domestic company stocks are subscribed and traded in foreign currencies,
specific measures shall be stipulated by the State Council, separately. CSRC is a securities regulatory
agency established by the State Council, which is responsible for supervising and managing the
securities market according to law, maintaining market order and ensuring the legal operation of the
market.
Overseas Listing
On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas
Securities Offering and Listing by Domestic Companies ( ྤʫΆุྤ̮೯БᗇՎձɪ̹၍ଣ༊Б፬
) (the “ Trial Measure ”) and related guidelines, which will take effect on March 31, 2023.
According to the Trial Measures, if an enterprise in China directly or indirectly issues or lists shares
overseas, it shall file with the CSRC within 3 working days upon submitting the application documents
for issuance and listing overseas; if any of the following circumstances applies: where such securities
offering and listing is explicitly prohibited by provisions in laws, administrative regulations or relevant
state rules; where the intended securities offering and listing may endanger national security as
reviewed and determined by competent authorities under the State Council in accordance with laws;
where the domestic company intending to make the securities offering and listing, or its controlling
shareholder(s) and the actual controller, have committed crimes such as corruption, bribery,
embezzlement, misappropriation of property or undermining the order of the socialist market economy
during the latest three years; where the domestic company intending to make the securities offering and
listing is suspected of committing crimes or major violations of laws and regulations, and is under
investigation according to law, and no conclusion has yet been made thereof; or where there are
material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or
by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.
According to the Provisions on Strengthening Confidentiality and Archives Administration of
Overseas Securities Offering and Listing by Domestic Companies (̋੶ྤʫΆุྤ̮೯БᗇՎձ
)( “ Provisions on Strengthening Confidentiality and Archives
Administration ”) jointly promulgated by CSRC and other relevant departments on February 24, 2023
and came into effect on March 31, 2023, in the course of domestic enterprises issuing securities and
listing overseas, domestic enterprises and securities companies providing corresponding services shall
strictly abide by the relevant laws and regulations of the People’s Republic of China and the
requirements of the Provisions on Strengthening Confidentiality and Archives Administration, to
enhance legal awareness of protecting state secrets and strengthening archive management, and to
establish and improve confidentiality and archive work systems, and take necessary measures to fulfill
the confidentiality and archives administration obligations, and shall not divulge state secrets or work
secrets of state organs, or harm the interests of the state or the public.
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RELEV ANT LAW AND REGULATIONS IN JAPAN AND BELGIUM
This section sets forth a summary of the laws and regulations which are applicable to our Group’s
business in Japan and Belgium. Information contained in this section should not be construed as a
comprehensive summary of the laws and regulations applicable to our Group.
A. Japan
In Japan, businesses operating in specific industries, such as telecommunications, railways, food
manufacturing and transportation, require administrative permits, approvals, filings and registrations
from the competent authorities. However, there are no prohibitions or restrictions on the import and
export, wholesale, mold design and technology development of electronic components in the laws and
regulations.
Under the Foreign Exchange and Foreign Trade Act (Law No. 228 of 1949, the “ Foreign
Exchange Act ”), foreign investment is restricted in certain industries, and the export of certain
products and technologies from Japan is also regulated. Under the Customs Act (Law No. 61 of 1954),
the import and export of some products are restricted. If involved, Gpixel Japan must complete
corresponding procedures.
Companies Act
The Companies Act (Law No. 86 of 2005) stipulates matters related to the establishment,
organization, operation, and management of companies. The types of companies to which this law
applies include joint-stock companies, partnership companies, limited partnerships and limited liability
companies. This law primarily stipulates rules related to corporate organization and governance,
including company establishment, organizational structure design, shareholders’ meetings, directors,
supervisors, boards of directors, supervisory boards, finance, dividends, accounting audits and
organizational restructuring.
Foreign Exchange and Foreign Trade Act
(1) Investment Restrictions on Foreign Investors
Under the Foreign Exchange Act (Law No. 228 of 1949), investment activities of foreign investors
(including non-resident individuals, foreign corporations, and Japanese subsidiaries in which foreign
corporations hold a majority of voting rights) are subject to a regulatory regime, aiming at safeguarding
national security and economic stability. The summary is (a) Regulated investment activities include:
acquisition of 1% or more of shares in a listed company, acquisition of shares in an unlisted company,
consent of a foreign investor or its related party serving a director or auditor, proposals or agreements
regarding the transfer or discontinuation of business operations in industries subject to prior review; (b)
Prior review: Investment activities in government-designated industries related to public health and
order, such as national security, critical infrastructure, key technologies, food, pharmaceuticals, subject
to prior review; (c) Post-investment reporting: Investment activities in non-designated industries and
investment activities qualifying for reporting exemptions subject to post-investment reporting; and (d)
Major regulated industries include: security-related industries such as weapons, aviation and space
development; critical infrastructure such as electricity, gas, water supply and communications; advanced
technology such as cybersecurity and semiconductors; important material supply-related industries such
as pharmaceuticals, vaccines, and agriculture, forestry and fisheries; and information technology
services.
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(2) Export Controls under the Foreign Exchange Act
The export control system under the Foreign Exchange Act is designed to prevent the proliferation
of weapons of mass destruction and conventional weapons, curb the transfer of advanced technologies
to terrorist organizations and hostile countries, and safeguard national security. The summary is (a)
List-based controls: Strategic goods specified in appendix 1 of the Export Trade Control Order,
including weapons, dual-use items and advanced technologies are subject to regulation; (b) Catch-all
controls (supplementary export controls): Even for goods or technologies not listed, control is required
if there is suspicion of intended use in weapons of mass destruction or weapons development, or the
transactions involve countries of concern, organizations of concern, terrorists, etc; (c) Regulated
activities include: export of goods, provision of technology, intermediary transactions, re-export, etc.;
and (d) Destination-based controls: Comprehensive embargoes may apply to specific countries/regions
under UN Security Council resolutions or Japan’s unilateral sanctions. Extra scrutiny is required for
transactions involving listed entities.
Commercial Code
The Commercial Code (Law No. 48 of 1899), as a special law supplementing the Civil Code ,
establishes substantive rules governing commercial transactions. It applies to merchants (including
corporations and individuals) concerning business operations, commercial acts and other mercantile
matters. Its main contents include: rules on commercial acts, commercial books and accounting
obligations, agents, wholesalers, forwarding agents and matters related to maritime commerce, etc.
Civil Code
Under Japan’s Civil Code (Law No. 89 of 1869), a contract is formed through the expression of
“offer” and “acceptance.” Contracting parties are generally free to determine their terms, which take
precedence over the Civil Code ’s provisions. However, certain contracts are subject to mandatory rules
under the Consumer Contract Act (Law No. 61 of 2000) and other laws.
Additionally, the Japan’s Civil Code stipulates that a person who intentionally or negligently
infringes upon another’s rights or legally protected interests shall be liable for compensation for
damages. It also provides for employer liability, such as when an employee causes damage to a third
party in the course of performing their duties, the employer, in principle, shall bear the liability for
compensation for damages. However, employers may be exempt if they can prove that they exercised
reasonable care in selecting and supervising the employee, or the damage would have occurred even
with due diligence.
Subcontract Act
The Act on Prevention of Unfair Practices in Subcontracting Transactions (Law No. 120 of 1956)
aims to prevent contracting enterprises from imposing unreasonable trading conditions on
subcontracting enterprises (small and medium-sized enterprises), delaying or reducing payments,
ensuring the fairness and equality of subcontracting transactions. The summary is (a) Applicable
parties: contracting enterprises and subcontracting enterprises that meet specific registered capital
requirements; (b) Covered transactions: transactions such as manufacturing consignment, repair
consignment, information product consignment and labor provision consignment; (c) Obligations of
contracting enterprises include: written delivery obligation, subcontract payment obligation, obligation
to create and preserve books and prohibition of improper conduct; and (d) Main prohibited conducts
include: delayed payment, unilateral price reduction, improper returns, price cuts and refusal to pay,
etc.
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Labor Laws
The Labor Law (Law No. 49 of 1947) was enacted based on basic principles (the protection of
right and duty to work, workers’ association rights, collective bargaining rights and dispute rights)
stipulated in the Constitution to protect workers’ interests, ensure fair labor-management relations and
promote healthy working environments. Key relevant regulations are (a) Basic law ( Labor Standards
Act) (Law No. 49 of 1947): It stipulates the minimum standards of labor conditions, including working
hours, rest, holidays, wages, overtime pay, restrictions on dismissal, principles of labor contracts and
the protection of minors and women; (b) Labor relations laws (such as the Trade Union Act (Law No.
174 of 1949) and Labor Relations Adjustment Act (Law No. 25 of 1946)): They stipulate the rules of
labor-management relations and protect collective bargaining and trade union activities; and (c) Labor
insurance and welfare-related laws (such as the Workers’ Compensation Insurance Act (Law No. 50 of
1947), Employment Insurance Act (Law No. 116 of 1974) and Labor Safety and Health Act (Law No.
57 of 1972)): They aim to ensure the safety, health and livelihood of workers.
Intellectual Property
In Japan, intellectual property refers to the results produced through human creative activities,
including inventions, utility models, designs, literary and artistic works and other results derived from
the discovery or clarification of natural laws or phenomena with the possibility of industrial
application; it also includes trademarks, trade names and other marks used to identify goods or services
in commercial activities, as well as trade secrets and other technical or operational information of
practical value to commercial activities. Patent rights, utility model rights, plant variety rights
(breeder’s rights), design rights, copyrights, trademark rights and other intellectual property rights
stipulated by law or interests that should be protected by law, are all protected by law.
B. Belgium
Below is a summary of material Belgian laws and regulations applicable to our business
operations in Belgium.
Companies and Associations Code
The Companies and Associations Code of March 23, 2019 stipulates matters related to the
establishment, corporate organization, management and restructuring of companies, associations,
foundations and other legal entities. The types of companies to which this law applies include public
limited liability companies (in Dutch: naamloze vennootschap ,‘ NV’/in French: société anonyme ,‘ SA’)
such as Gpixel Belgium.
This law primarily stipulates rules related to corporate organization and governance, including
company establishment, organizational structure design, shareholders’ meetings, management body (i.e.
board of directors and/or supervisory board), statutory auditor, annual accounts, profit distributions and
organizational restructuring. The governance structure of Gpixel Belgium is defined by its articles of
association and this law.
FDI Screening Mechanism and EU FDI Regulation
Belgium has implemented a foreign direct investment (FDI) screening mechanism through an
Inter-Federal Collaboration Agreement of November 30, 2022 , effective as of July 1, 2023, which
allows the government to review and, if necessary, restrict or prohibit foreign investments in Belgian
companies that are active in certain sensitive sectors. The screening regime is designed to protect
national security, public order, and strategic interests, and is aligned with the EU FDI Screening
Regulation (Regulation (EU) 2019/452).
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Gpixel Belgium’s activities in the design and manufacture of CMOS image sensors
(semiconductors) mean that it will likely fall within the scope of sectors subject to Belgian FDI
screening. Any acquisition of a significant stake in Gpixel Belgium by a non-EU investor (typically the
acquisition of control, or the acquisition of 25% or more of voting rights, or 10% for ultra-sensitive
sectors) would likely trigger a notification and potential review under the Belgian FDI screening
regime. Given Gpixel Belgium’s upstream corporate ownership, the Belgian FDI screening regime could
equally apply in case of an acquisition by Gpixel Belgium of a stake in a Belgian company.
Civil Code
The Belgian Civil Code is the principal legislative framework governing private law relationships
in Belgium. Recently modernized, it consolidates and updates the rules on persons, family law,
property, inheritance, contracts, extra-contractual liability, and evidence. The Code applies to all
individuals and legal entities, including companies such as Gpixel Belgium, and provides the legal
foundation for matters such as ownership, contractual obligations, liability, and succession. Notably, for
certain matters and contracts entered into before the entry into force of the new Books, the provisions
of the old Civil Code may still apply, resulting in a period where both the old and new rules coexist.
The new Code is being phased in, with several Books already in force and others scheduled for future
implementation. For the above reasons, the provisions of the old Civil Code remain relevant.
Code on Economic Law
The Code on Economic Law of February 28, 2013 is the principal legislative framework
governing economic activities in Belgium. It consolidates and modernizes a wide range of commercial,
consumer protection, competition, intellectual property, and market practices laws. This law applies to
all undertakings operating in Belgium, including companies like Gpixel Belgium, and covers a broad
spectrum of topics relevant to their operations.
Product Warranties under the Civil Code
Articles 1602 to 1649nonies of the (old) Civil Code regulate the seller’s obligations (including the
statutory warranties and liability for hidden defects in good sold in Belgium). All contracts entered into
by Gpixel Belgium, including with suppliers, customers, and partners, are governed by Belgian law
unless otherwise specified.
Pursuant to Article 1641 of the (old) Civil Code, the seller bears an obligation to deliver a product
free from “hidden” defects. The hidden defects warranty and liability apply to both consumers and
professional purchasers.
The seller of a product must warrant it and may be held liable — for a hidden defect where such
defect is not apparent (i.e. it cannot be detected through a normal, yet prudent examination by the
purchaser upon delivery, taking into account the nature of the good sold and the capacity of the buyer),
renders the product unfit for the use for which it is intended or diminishes the usefulness of the product
to such a point that the purchaser would not have acquired it or would have paid a lower purchase price
if he had been aware of the defect. However, according to Article 1642 of the Belgian Civil Code, a
seller is not to warrant and is not to be held liable for visible defects, neither for defects that the buyer
was aware of or should have been aware of, once the product has been delivered to and accepted by the
latter.
Under Belgian law, limitation (or exclusion) of seller’s warranty and/or liability for hidden defects
may not be upheld in court because of the presumption of bad faith on the part of the professional
seller (by which is meant that a professional vendor is deemed to have known of the existence of the
defect). Pursuant to Article 1643 of the (old) Belgian Civil Code, such liability and warranty for hidden
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defect can only be contractually excluded if the seller was acting in good faith, i.e. if he can prove that
he could not have had knowledge of such defect. In any case, the seller may specify the terms of the
warranty for hidden defects in the contract (e.g. time limits, remedies, etc.).
Articles 1649bis to 1649octies of the (old) Belgian Civil Code apply to the sale of consumer
goods by a professional vendor to consumers buying for private use and provide for a statutory
warranty of two years.
Product Regulations
(1) Product Safety
The EU General Product Safety Directive (2001/95/EC) imposes a general safety obligation on all
products placed on the EU market for consumers. Gpixel Belgium, as a manufacturer and distributor of
electronic components, must ensure its products are safe. Belgium has implemented the European
Directive 2001/95/EC on general product safety in book IX of the above-mentioned Code on Economic
Law.
(2) Product Specific CE-Marking Regulations
Gpixel Belgium must perform conformity assessments, maintain technical documentation, and
affix the CE-marking before placing products on the EU market. Full compliance of a product with the
harmonized EU standards in legislation gives the product the presumption of conformity with the
relevant and essential EU safety, health, and environmental protection requirements.
Gpixel Belgium’s CMOS image sensors and related products fall within the scope of certain
CE-marking EU directives which have been implemented into Belgian law.
(3) Product Liability Act
The regime of liability for defect products in Belgium is a result of the implementation of the EU
Defective Product Directive 85/374/EEC, pursuant to which a manufacturer of a defective product must
compensate injured persons for damage caused by the defect in the product.
The Product Liability Act of February 25, 1991 established an objective liability regime. This
means that the liability can be established without the victim having to prove an error on the part of the
manufacturer, provided that the victim proves the existence of a defect, a damage and the causal link
between them. Meanwhile, the principles of this law have been integrated Book 6 of the Civil Code.
Intellectual Property
Gpixel Belgium’s activities in developing and commercializing CMOS image sensors mean that IP
protection is central to its business. The company holds several patents (including Japanese, US, and
European patents) and is subject to the provisions of book XI in the above-mentioned Code on
Economic Law, which govern the registration, enforcement, and protection of these rights.
The Code on Economic Law also covers software and design rights, which may be relevant to
Gpixel Belgium’s technology and product development.
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Labor and Social Security
All labor relationships in Belgium are governed by the Labor Act of March 16, 1971 and the Act
on Employment Contracts of July 3, 1978 . Gpixel Belgium must amongst others comply with various
other Belgian labor laws such as the Code on Wellbeing at Work (as amended from time to time). In
addition, in Belgium, commercial and industrial activities are divided into categories (“ sectors ”). Each
sector has its own “Joint Committee” in which both the sector’s employers and employees are equally
represented. The Joint Committee enacts collective bargaining agreements (ranging from pension
arrangements over working time arrangements to how to set up representative bodies) that are binding
on all employees in that particular sector. Gpixel Belgium is affiliated to the Auxiliary Joint Committee
200 for white-collar employees.
Moreover, employers in Belgium must register with the social security authorities and both
employees and employers need to pay social security contributions. These obligations are mostly
governed by the Act of 27 June 1969 revising the Decree-Law of 28 December 1944 on the social
security of employees (‘ NSSO-Act ’) and administrative instructions by the National Social Security
Office.
Customs, Trade and Taxation
As Belgium is an EU Member State, all imports and exports by Gpixel Belgium are in principle
subject to the EU Customs Code (Regulation (EU) No 952/2013) , which harmonizes customs procedures
and duties across the EU. Intra-EU trade is duty-free; imports from outside the EU (e.g., from China)
are subject to customs duties and import V AT.
Gpixel Belgium, as a Belgian resident company, is subject to Belgian corporate income tax on its
worldwide income, for which the Belgian Income Tax Code applies.
U.S. EXPORT CONTROL
In general, the BIS controls the export, reexport, and transfer (in-country) of commodities,
software and technology (collectively, “ Items ”) subject to the Export Administration Regulations (the
“EAR”). Items subject to the EAR include the following:
(i) All items in the United States, including in a U.S. Foreign Trade Zone or moving in transit
through the United States from one foreign country to another;
(ii) All U.S. origin items wherever located;
(iii) Non-U.S.-made commodities that incorporate controlled U.S.-origin commodities,
non-U.S.-made commodities that are ‘bundled’ with controlled U.S.-origin software,
non-U.S.-made software that is commingled with controlled U.S.-origin software, and
non-U.S.-made technology that is commingled with controlled U.S.-origin technology which
exceeds a certain threshold (“ De Minimis Rule ”); and
(iv) Certain non-U.S.-produced “direct products” of specified “technology” and “software”; and
certain non-U.S.-produced products of a complete plant or any major component of a plant
that is a “direct product” of specified “technology” or “software” (Foreign Direct Product
Rule, “ FDP rule ”)
For items subject to the EAR under different circumstances, the scope of control corresponding to
the end-user, end-use, destination, etc., may be different and need to be judged on a case-by-case basis.
If certain transactions or actions are controlled under the EAR, a license or license exception will be
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necessary. The EAR administered by the BIS is frequently revised and updated. We have listed the
major developments in recent years below for reference. It should be noted that all the following
amendments will be incorporated into the EAR upon their effective date. The core logic of the EAR
remains as described above, which involves controlling the export, re-export, or in-country transfer of
items subject to the EAR. The following amendments mainly refine and strengthen the relevant control
details.
On October 7, 2022, BIS released an interim final rule (the “ 2022 IFR ”) aimed to restrict the
PRC’s ability to both purchase and manufacture certain high-end chips used in military applications and
build on prior policies, company-specific actions, and less public regulatory, legal, and enforcement
actions taken by BIS.
The 2022 IFR addressed U.S. national security and foreign policy concerns in two key areas.
First, the rule imposed restrictive export controls on certain advanced computing semiconductor chips,
transactions for supercomputer end-uses, and transactions involving certain entities on the Entity List.
Second, the 2022 IFR imposed new controls on certain semiconductor manufacturing items and on
transactions for certain integrated circuit end uses.
On October 17, 2023, BIS published two interim final rules (the “ 2023 IFR ”) designed to update
export controls on advanced computing semiconductors and semiconductor manufacturing equipment,
as well as items that support supercomputing applications and end-uses, to arms embargoed countries,
including the PRC, and to place additional related entities in the PRC on the Entity List. The 2023 IFR
reinforced the 2022 IFR controls to restrict the PRC’s ability to both purchase and manufacture certain
high-end chips critical for military advantage.
On December 2, 2024, BIS published a new interim final rule (the “ 2024 IFR ”) to further impair
the PRC’s capability to produce advanced-node semiconductors that can be used in the next generation
of advanced weapon systems and in artificial intelligence (AI) and advanced computing, which have
significant military applications.
In addition to the restrictions introduced by the IFRs, BIS maintains lists of persons or entities
that are subject to enhanced export control restrictions. One such list, the Entity List, includes a list of
foreign persons or entities on which certain trade restrictions are imposed, including business, research
institutions, government and private organizations, individuals and other types of legal persons. The
United States in recent years has placed an increasing number of entities, including a number of entities
in the PRC, on the Entity List and other restricted or prohibited parties lists. Given the sudden and
unpredictable nature of these determinations, it is difficult to predict developments in this area and we
have no ability to influence such determinations.
SANCTIONS LAWS AND REGULATIONS
Set out below is a summary of the sanctions regimes imposed by the U.S., the European Union,
the United Kingdom and its overseas territories, and Australia. This summary does not set out the laws
and regulations relating to the U.S., the European Union, the United Kingdom and Australian sanctions
in their entirety.
United States
OFAC is the primary agency responsible for administering U.S. sanctions programs against
targeted countries, entities, and individuals. Economic sanctions maintained by the U.S. government
could be categorized into “primary” sanctions and “secondary” sanctions. “Primary” sanctions apply to
“U.S. persons” or activities involving a U.S. nexus (e.g., funds transfers in U.S. currency even if
performed by non-U.S. persons), and “secondary” sanctions apply extraterritorially to the activities of
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non-U.S. persons even when the transaction has no U.S. nexus. Generally, U.S. persons are defined as
entities organized under U.S. law (such as companies and their U.S. subsidiaries); any U.S. entity’s
domestic and foreign branches (sanctions against Iran and Cuba also apply to U.S. companies’ foreign
subsidiaries or other non-U.S. entities owned or controlled by U.S. persons); U.S. citizens or permanent
resident aliens, regardless of their location in the world; individuals physically present in the United
States; and U.S. branches or U.S. subsidiaries of non-U.S. companies.
Depending on the sanctions program and/or parties involved, U.S. law also may require a U.S.
company or a U.S. person to “block” (freeze) any assets/property interests owned, controlled or held for
the benefit of a sanctioned country, entity, or individual when such assets/property interests are in the
United States or within the possession or control of a U.S. person. Upon such blocking, no transaction
may be undertaken or effected with respect to the asset/property interest — no payments, benefits,
provision of services or other dealings or other type of performance (in case of contracts/agreements)
— except pursuant to an authorization or license from OFAC.
OFAC’s comprehensive sanctions programs currently apply to Cuba, Iran, North Korea, Syria, the
Crimea, and the so-called Luhansk People’s Republic and the Donetsk People’s Republic regions.
OFAC also prohibits virtually all business dealings with persons and entities identified in the SDN List.
An entity that a party on the SDN List owns (defined as a direct or indirect ownership interest of 50%
or more, individually or in the aggregate) is also blocked, regardless of whether that entity is expressly
named on the SDN List. Additionally, U.S. persons, wherever located, are prohibited from approving,
financing, facilitating, or guaranteeing any transaction by a non-U.S. person where the transaction by
that non-U.S. person would be prohibited if performed by a U.S. person or within the United States.
European Union
Under European Union sanction measures, there is no “blanket” ban on doing business in or with
a jurisdiction targeted by sanctions measures. It is not generally prohibited or otherwise restricted for a
person or entity to do business (involving non-controlled or unrestricted items) with a counterparty in a
country subject to European Union sanctions where that counterparty is not a Sanctioned Target and not
engaged in prohibited activities, such as exporting, selling, transferring or making certain controlled or
restricted products available (either directly or indirectly) to, or for use in a jurisdiction subject to
sanctions measures, provided that no funds and economic resources are made available to the
Sanctioned Targets.
United Kingdom
UK sanctions are in force under the Sanctions and Anti-Money Laundering Act 2018 (the “ UK
Sanctions Act ”), which enables the transition of existing EU sanctions programs and the establishment
of autonomous UK regimes. The United Kingdom is no longer an EU member state as of January 1,
2021. Starting from January 1, 2021, the United Kingdom applies its own sanctions programs through
regulations setting out the specific measures under each UK sanctions regime.
Australia
The Australian restrictions and prohibitions arising from the sanctions laws apply broadly to any
person in Australia, any Australian anywhere in the world, companies incorporated overseas that are
owned or controlled by Australians or persons in Australia, and/or any person using an Australian flag
vessel or aircraft to transport goods or transact services subject to United Nations sanctions.
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U.S. OUTBOUND INVESTMENT REVIEW REGULATION
On October 28, 2024, the U.S. Department of the Treasury issued a Final Rule, which has become
effective since January 2, 2025, to implement the Executive Order 14105. The Final Rule provides the
operative regulations and a detailed explanatory discussion regarding their intent and application. In the
Final Rule, the national security program is focused on certain U.S. outbound investments that
contribute capital as well as intangible benefits to persons of a country of concern (including China)
engaged in activities involving certain sensitive technologies and products that could pose risks to U.S.
national security. Depending on the specific activities relating to relevant sectors, U.S. persons subject
to the Final Rule are either prohibited from making a covered transaction, which is referred to as
“prohibited transaction” in the Final Rule, or required to report a covered transaction, which is referred
to as “notifiable transaction” in the Final Rule. Specifically, because the Group’s business only fall
within the scope of notifiable transactions but not the scope of prohibited transactions, U.S. persons
will not be prevented from participating in relevant transactions including Global Offering. On the
contrary, the U.S. persons will only need to make a notification to the Department of Treasury of the
United States within a certain period after the transaction is completed. Further, once shares are issued
and become publicly traded, then subsequent purchasers (including U.S. persons) are exempted under
the publicly traded securities exception regardless of whether our Company engages in covered
activities.
Specifically, the Final Rule defines key terms and provides detail on various aspects of the
program’s implementation, including:
Obligations of a U.S. person regarding a covered transaction :
— Categories of covered transactions and excepted transactions;
— Technical specifications for certain technologies and products in the areas of semiconductors
and microelectronics, quantum information technologies, and artificial intelligence;
— Information that a U.S. person is required to provide to Treasury as part of a notification;
— The knowledge standard and expectations for a U.S. person to conduct a reasonable and
diligent inquiry prior to undertaking a transaction; and
— Conduct that would be treated as a violation of the Final Rule and applicable penalties for
such conduct.
REGULATORY OVERVIEW
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OVERVIEW
Our founder, Dr. Wang, has been dedicated to the field of CMOS image sensors development
since his postgraduate studies. He has accumulated over 16 years of academic research and work
experience in the field through overseas studies and employment at renowned international enterprises.
For further details regarding Dr. Wang, please see “Directors and Senior Management” in this
prospectus.
Our history dated back to September 2012. In response to market demand of CMOS image
sensors, Dr. Wang established the Company in Changchun, China in 2012 with two other Shareholders,
namely UP OPTOTECH and Luster, in accordance with the PRC Company Law. Since then, we have
made substantial progress and have grown into a provider of CMOS image sensors, focusing on the
research and development of CMOS image sensors, offering nine major product series applicable to
wide spectrum of advanced technology fields, including industrial imaging, scientific imaging,
professional photography and video, and medical imaging solutions. In an effort to recruit high-quality
R&D personnel and to further strengthen our international marketing layout, we established subsidiaries
in Japan and Belgium in 2016 and 2018, respectively.
Following the capital increase and shareholding change as detailed below, we were converted into
a joint stock limited liability company under the PRC law on December 26, 2022.
KEY MILESTONES
The table below sets out the key milestones:
Year Milestone/Event
2012 The Company was established in September 2012
2015 Launched the world’s first backside-illuminated scientific-grade CMOS image
sensor at that time, GSENSE400BSI
2016 Established our first overseas wholly-owned subsidiary in Japan
2018 Released the charge-domain global shutter CMOS image sensors in GMAX
series, featuring multiple pixel sizes such as 2.5µm, 3.2µm and 4.6µm, based
on 65nm process, launched products including the world’s smallest global
shutter pixel of 2.5µm at that time
Established our second overseas subsidiary in Belgium
2020 Launched the GSPRINT series, our first global shutter CMOS image sensor for
high-speed imaging applications
2021 Launched the global shutter CMOS image sensor GMAX32152 with a
resolution of 152 MP, the highest resolution known for global shutter CMOS
image sensors in the market at that time
Obtained the First Prize of the Jilin Provincial Science and Technology Award
(ኪҦஔɓഃᆤ ) for our project “Advanced Manufacturing and
Application of High-Performance CMOS Image Sensors” (ঐCMOS ྡ྅
ෂชኜ΋ආႡிʿᏐ͜ )
Included in the National List of Encouraged Key Integrated Circuit Design
Enterprises (Άุ૶ఊ ) for the first time and
were reselected for the list in 2022, 2023 and 2024
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Year Milestone/Event
2022 Honored as Jilin Provincial “Specialized, Refined, Unique, and Innovative”
SMEs (ॴ “ਖ਼ၚतอ”ʕʃΆุ)
Honored as a National-Level Specialized, Refined, Unique, and Innovative
“Little Giant” Enterprise (ॴਖ਼ၚतอ “ʃ̶ɛ”Άุ)
2023 Granted the AEO Certification from Changchun Customs
Honored as an “Outstanding Private Enterprise of Jilin Province” (ᎴӸ
͏ᐄΆุ)
Honored as Zhejiang Provincial “Specialized, Refined, Unique, and
Innovative” SMEs (޲“ਖ਼ၚतอ”ʕʃΆุ)
2024 Named as one of the first batch of provincial-level single-product
manufacturing champions in Jilin Province (ࠏڿ
Άุ)
Designated as National Key “Little Giant” Enterprise (ᓃ“ʃ̶ɛ”Άุ)
2025 Launched the GXS series products, marking the Company’s expansion into the
medical imaging field
Launched the GIR series, which comprised of two products as of the Latest
Practicable Date, providing short-wave infrared detection ability
OUR CORPORATE DEVELOPMENT
(1) Establishment of the Company in September 2012
The Company was established in China on September 3, 2012, with an initial registered capital of
RMB20 million. Of the RMB20 million, UP OPTOTECH, being only an investor without any intention
to obtain controlling interests over or be involved in the daily business operations of the Company,
subscribed for RMB10 million in cash; Dr. Wang subscribed for a total of RMB6.00 million, consisting
of (i) RMB5.40 million through the contribution of appraised assets relating to a proprietary technology
and (ii) RMB0.60 million contributed in cash; and Luster subscribed for a total of RMB4.00 million,
consisting of (i) RMB0.40 million through the contribution of appraised assets relating to a patent and
(ii) RMB3.60 million contributed in cash. The initial registered capital was fully paid up. Upon
establishment, the Company was held by UP OPTOTECH, Dr. Wang and Luster as to 50%, 30% and
20%, respectively. On June 6, 2022, Luster replaced its capital contribution of appraised assets of
RMB0.4 million with an equivalent amount in cash.
(2) Shareholding Changes of the Company before Conversion into Joint Stock Limited Company
(a) First capital increase in 2014
On April 22, 2014, the original Shareholders of the Company, UP OPTOTECH, Dr. Wang and
Luster, agreed to make a pro-rata registered capital increase in cash, of which, UP OPTOTECH, Dr.
Wang and Luster increased their respective subscribed registered capital by RMB1.75 million,
RMB1.05 million and RMB0.70 million, respectively. The increased registered capital payments were
fully settled in May 2022. After the first capital increase in 2014, the Company was held as to 50%,
30% and 20% by UP OPTOTECH, Dr. Wang and Luster, respectively.
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(b) First equity transfer in 2016
In December 2016, to incentivize certain key employees of the Company, UP OPTOTECH and
Luster transferred RMB3.21 million of the Company’s registered capital for a total consideration of
RMB4,429,800 to Dr. Wang, Dr. Zhang, Dr. Ma, LIU Yang (ݱand LI Yang ( ҽ౮), each a key
employee of our Company, based on the then appraisal report prepared by an Independent Third Party.
Luster transferred RMB705,000 and RMB212,100 of the Company’s registered capital to Dr. Wang and
Dr. Ma for a consideration of RMB972,900 and RMB292,700, respectively; UP OPTOTECH transferred
RMB705,000, RMB492,900, RMB547,500 and RMB547,500 of the Company’s registered capital to Dr.
Zhang, Dr. Ma, LIU Yang (ݱand LI Yang ( ҽ౮) for a consideration of RMB972,900,
RMB680,200, RMB755,550 and RMB755,550, respectively. The transfer payments were made in
October 2017. The transfer was made because UP OPTOTECH and Luster were highly satisfied with
the Company’s R&D efforts, products and overall business operation under the management team lead
by Dr. Wang and consisted of other key personnels and they were willing to incentive those key
personnels. Upon completion, the Company was held as to 40.24% by UP OPTOTECH, 33.00% by Dr.
Wang, 16.10% by Luster, 3.00% by Dr. Zhang, 3.00% by Dr. Ma, 2.33% by LIU Yang (ݱand
2.33% by LI Yang ( ҽ౮), respectively.
(c) Second capital increase in 2017
On July 27, 2017, Dr. Wang subscribed for an additional RMB6.00 million registered capital of
the Company, representing approximately 20.34% equity interest of our Company upon completion of
such capital increase, for a consideration of RMB36.00 million, based on the then appraisal report
prepared by an Independent Third Party. The subscription payment was fully settled in November 2017.
Immediately after the completion, the registered capital of the Company was increased to RMB29.50
million.
Substantial part of the consideration paid by Dr. Wang was funded by personal loans from four
work acquaintance. Dr. Wang has fully repaid the principal and interest in 2022. Based on the loan
agreements, amongst others, (i) the loans were ordinary borrowing arrangements with no connection to
any equity interest of the Company; and (ii) the lenders had no rights to dividends, voting rights, or any
nominee or trust holding arrangements in respect of the Shares of the Company as the result of the
lending.
As advised by the PRC Legal Advisors, there are no hold on trust or nominee arrangement
between Dr. Wang and the lenders in respect of the Shares of the Company, and there were no dispute
between them as of the Latest Practicable Date. The Shares held by Dr. Wang and the entities controlled
by him in the Company have clear and legitimate title and ownership, and not subject to any right claim
of any other parties.
(d) Third capital increase in 2021
In order to align the interests of our Company and our key employees, Zhuhai Yunchen and
Zhuhai Xuchen, was established as our Company’s employee shareholding platform. For further details
of Zhuhai Yunchen, Zhuhai Xuchen and the other three entities as our Company’s employee
shareholding platforms, please see “— Our Employee Shareholding Platforms” in this section below.
On July 21, 2021, Zhuhai Yunchen subscribed for registered capital of the Company in the amount
of RMB7.5 million. The subscription, which was for a total consideration of RMB124.05 million based
on the then appraisal report prepared by an Independent Third Party, represented approximately 20.27%
of the equity interest in our Company upon completion of the capital increase. Of the subscribed
RMB7.5 million registered capital, Zhuhai Yunchen (a) had fully paid the corresponding subscription
payment for RMB5.28 million registered capital in July 2022, and (b) transferred the remaining
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RMB2.22 million registered capital to Zhuhai Xuchen for streamlining the structure of our shareholding
platforms. Please see “— (g) Fourth equity transfer in July 2022” in this section below for more details.
Immediately after the third capital increase in 2021, the registered capital of the Company was
increased to RMB37.00 million.
Between 2017 and 2020, to incentivize key employees, Dr. Wang entered into written agreements
with 20 employees to grant them equity interests by transferring a portion of his own capital
contribution, totaling RMB360,000 of the Company’s registered capital, to them. The relevant
employees fully paid the consideration for their respective equity transfers upon completion. Due to
absence of an employee shareholding platform of the Company at the relevant time, Dr. Wang
temporarily held the equity on behalf of these employees for ease of management (“ First Batch
Nominee Arrangement ”).
Subsequently, following the departure of one employee, the First Batch Nominee Arrangement
with respect to such employee was terminated, and his paid consideration was duly refunded in full.
Upon the incorporation of Zhuhai Yunchen, in July 2021, the Company resolved to formally include the
remaining 19 employees in Zhuhai Yunchen by registering them as limited partners, thereby the 19
employees became indirect shareholders of the Company through Zhuhai Yunchen. Dr. Wang transferred
his own partnership interests in Zhuhai Yunchen (equivalent to RMB345,000 of the Company’s
registered capital) to these employees at nil consideration. By the end of August 2021, all the First
Batch Nominee Arrangement had been fully terminated.
After the completion of the second and third capital increase, the shareholding structure of the
Company was as follows:
No. Name of Shareholder
Registered
capital held
Percentage of
Shareholding
(RMB’000) (%)
1 Dr. Wang ..................................... 13,755.00 37.18
2 UP OPTOTECH ................................ 9,457.10 25.56 (1)
3 Zhuhai Yunchen ............................... 7,500.00 20.27
4 Luster ....................................... 3,782.90 10.22
5 Dr. Zhang .................................... 705.00 1.91
6D r . M a ....................................... 705.00 1.91
7 LIU Yang (ݱ)............................... 547.50 1.48
8 LI Yang ( ҽ౮) ................................. 547.50 1.48
Total ........................................... 37,000.00 100.00
Note:
(1) UP OPTOTECH’s shareholding decreased to 25.56% following capital increases by Dr. Wang in 2017 and Zhuhai Yunchen
in 2021. Such capital increases aligned with the business growth of the Company and aimed to empower and retain core
management and R&D personnel, strengthen the Company’s dynamism, drive continuous innovation, and support the
Company’s long-term development.
(e) Second equity transfer in 2021
Between 2013 and 2018, Dr. Wang, Dr. Ma, LI Yang ( ҽ౮) and LIU Yang (ݱagreed to
transfer certain registered capital of the Company among themselves and agreed that the transferred
registered capital would be held by the respective transferors on behalf of transferees for administrative
convenience (the “ Second Batch Nominee Arrangement ”). The consideration for such transfers was
settled in December 2021.
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In December 2021, Dr. Wang, Dr. Ma, LI Yang ( ҽ౮) and LIU Yang (ݱentered into an equity
transfer agreement for restoring the actual shareholdings under the Second Batch Nominee Arrangement
at nil consideration as set forth in below table. Upon completion of such transfers, the Second Batch
Nominee Arrangement was terminated, and the transferees were registered as the Shareholders of the
Company in respect of their respective transfer on June 7, 2022.
No. Transferor Transferee
Registered capital
transferred
(RMB’000)
1 Dr. Wang Dr. Ma 940.00
2. Dr. Wang LI Yang ( ҽ౮) 235.00
3. Dr. Wang LIU Yang (ݱ235.00
4. LI Yang ( ҽ౮) Dr. Wang 30.00
5. LI Yang ( ҽ౮) Dr. Ma 222.50
6. LIU Yang (ݱDr. Ma 252.50
(f) Third equity transfer in June 2022 and fourth equity transfer in July 2022
On June 10, 2022, certain existing Shareholders transferred a total of RMB4,010,800 registered
capital of the Company to 22 investors, representing approximately 10.84% equity interest of the
Company upon the completion of such equity transfer, for a total consideration of approximately
RMB1,084 million. The total transfer payments were fully settled in July 2022. For details of the third
equity transfer, please see “— Investment from the Pre-IPO Investors” below in this section. On July
25, 2022, to facilitate the management of our employee shareholding platforms, Zhuhai Yunchen
transferred its subscribed registered capital of RMB2.22 million, representing approximately 6.00%
equity interest of the Company upon the completion of such equity transfer, which was not paid up by
Zhuhai Yunchen, to Zhuhai Xuchen at nil consideration. After the completion of such transfer, Zhuhai
Xuchen paid up such transferred registered capital in July 2022.
Following the third and fourth equity transfers in June and July 2022, the Company’s shareholding
structure was as follows:
No. Name of Shareholder
Registered
capital held
Percentage of
Shareholding
(RMB’000) (%)
1 Dr. Wang ..................................... 10,121.70 27.36
2 UP OPTOTECH ................................ 9,457.10 25.56
3 Zhuhai Yunchen ............................... 5,280.00 14.27
4 Luster ....................................... 3,782.90 10.22
5 Zhuhai Xuchen ................................ 2,220.00 6.00
6D r . M a ....................................... 973.00 2.63
7 Dr. Zhang .................................... 705.00 1.91
8 Zhuhai Qixin (ؚ߁)......................... 555.00 1.50
9 Gaoling Yurun ( ৷ᵌ༃ᆗ)......................... 555.00 1.50
10 Xianjin Zhizao ( ΋ආႡி) ........................ 444.00 1.20
11 Guoce Xiangchi ( ਷ഄ㔬ཱུ) ....................... 407.00 1.10
12 Xiamen Yuanfeng (ࢤ)...................... 370.00 1.00
13 Huashun Guangzhou ( ശഭᄿψ) .................... 370.00 1.00
14 LIU Yang (ݱ)............................... 224.80 0.61
15 LI Yang ( ҽ౮) ................................. 224.80 0.61
16 Other shareholders (2) ............................. 1,309.80 3.54
Total ........................................... 37,000.00 100.00
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Notes: (1) The total percentages shown in the table may not be the arithmetic sum of the figures shown in the notes as a
result of rounding adjustments.
(2) The remaining Shareholders comprise 16 Shareholders, namely, Shenzhen Jiusi (ܠJuyuan Xincheng
(༐), QIN Hao ( ൕख), Wuhu Tuochen (ԕ), Suzhou Fangguang ( ᘽψ˙ᄿ), Yibin Chendao (Ⴗ
ો༸), Shengyu Huatian ( ସρശ˂), Zhongke Chuangxing (݋Changzhou Fangguang ( ੬ψ˙ᄿ),
Pingyang Yuanxin ( ̻ජ๕อ), Zhongke Xiandao (΋ኬ), Donghu Guolong (ಳ਷ඤ), Ningbo Yuxi (ت
ဢ), Zhongke Ketou (ҳ), Thriving Capital (൴ጳ) and Jilin Yuanheng (ʩЖ), each of whom
holds a shareholding in the Company ranging from approximately 0.03% to 0.60% of the registered capital of
the Company.
(3) Conversion into a joint stock limited company in 2022
On December 16, 2022, all existing Shareholders of the Company, acting as promoters, jointly
signed the promoters’ agreement for the establishment of a joint stock company. On the same day, the
Company convened the inaugural meeting ( ௴ͭɽึ) and the first general meeting, and passed related
resolutions approving the conversion into a joint stock company and the relevant procedures. Upon
completion of the conversion, the registered capital of our Company was RMB370,000,000 divided into
370,000,000 Shares with a nominal value of RMB1.00 each, which were subscribed by all of the then
existing Shareholders in proportion to their respective equity interests in our Company before the
conversion. The conversion was completed on December 26, 2022 when our Company obtained a new
business license.
OUR EMPLOYEE SHAREHOLDING PLATFORMS
As of the Latest Practicable Date, the information of our employee shareholding platforms was as
follows:
Zhuhai Yunchen is our direct employee shareholding platform. Its general partner is Hangzhou
Qixin, which is solely owned by Dr. Wang and holds 0.0115% partnership interest therein, and is
responsible for its management. As at the Latest Practicable Date, Zhuhai Yunchen has 31 limited
partners, comprising (1) Dr. Wang, Dr. Ma (a supervisor of Gpixel Hangzhou and Gpixel Dalian), LIU
Nan ( ᄎ฻) (a director of Changguang Yuanxin) and WANG Jialong ( ˮԳᎲ) (a director of Changguang
Yuanxin) each holding 62.2242%, 5.7008%, 0.5682%, 0.0568% limited partnership interest therein,
respectively, (2) three indirect employee shareholding platforms, namely Zhuhai Xingchen, Zhuhai
Pengchen and Zhuhai Xichen each holding 11.7244%, 4.8051% and 3.2992% limited partnership
interest therein, respectively, and (3) the remaining 24 natural person limited partners, all of whom are
employees of our Group and not the Directors, senior management or connected persons of our
Company, collectively holding 11.6098% limited partnership interests therein. Zhuhai Xuchen is another
direct employee shareholding platform and its general partner is Hangzhou Qixin, holding 0.0045%
limited partnership interest therein. As at the Latest Practicable Date, Zhuhai Xuchen ( मऎϛԕ) has
two limited partners, comprising (a) Dr. Wang, holding 95.94% limited partnership interest therein, and
(b) Mr. Chang Yuchun (݆a consultant of our Company who is our external expert in advising us
on the R&D of CMOS image sensors, assisting in cultivating university talents who subsequently joined
the Company after graduation, and providing technical consultancy services to the Group, holding
4.05% limited partnership interest therein. The consultant is an Independent Third Party, and has no
other relationship with the Company, nor the Controlling Shareholders or associates of the Group,
except for his role as an external expert with the Company since 2012.
Each of Zhuhai Xingchen, Zhuhai Pengchen and Zhuhai Xichen is our indirect employee
shareholding platform and their respective general partner is Hangzhou Qixin, which is solely owned by
Dr. Wang and holds 0.0977%, 0.2383% and 0.0574% partnership interest therein, and is responsible for
its management. As at the Latest Practicable Date, (a) Zhuhai Xingchen has 48 limited partners,
comprising (1) Dr. Wang holding 0.8790% limited partnership interest therein, respectively, and (2) the
remaining 47 natural person limited partners who are all employees of our Group and not the directors,
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senior management or connected persons of our Group, collectively holding 99.0234% limited
partnership interests therein. Among them, Dr. Assaf Lahav, vice president of our key R&D team, holds
59.7694% of the limited partnership interests, while none of the others holds 30% or more; (b) Zhuhai
Pengchen has 49 limited partners, comprising (1) Dr. Wang, Ms. WU Qinyun (a Director of the
Company and a director of Gpixel Belgium and Changguang Yuanxin), and LI Yanqing (ᅅ)( a
director and general manager of Changguang Yuanxin) each holding 0.2383%, 11.8246% and 35.4737%
limited partnership interest therein, respectively, and (2) the remaining 46 natural person limited
partners who are all employees of our Group and not the directors, senior management or connected
persons of our Group, collectively holding 52.2251% limited partnership interests therein and none of
the them holds 30% or more, and (c) Zhuhai Xichen has 38 limited partners, comprising (1) Dr. Wang
and WANG Jialong ( ˮԳᎲ) (a director of Changguang Yuanxin) each holding 0.0574% and 0.5741%
limited partnership interest therein, respectively, and (2) the remaining 36 natural person limited
partners who are all employees of our Group and not the directors, senior management or connected
persons of our Group, collectively holding 99.3111% limited partnership interests therein.
Pre-IPO Share Option Scheme
We have adopted the Pre-IPO Share Option Scheme. For details of the Pre-IPO Share Option
Scheme, see “D. Pre-IPO Share Option Scheme” in Appendix VI to this prospectus. Save as disclosed
above and in “D. Pre-IPO Share Option Scheme” in Appendix VI to this prospectus, as of the Latest
Practicable Date, our Group did not have any outstanding share options, warrants, convertible debt
securities or other convertible instruments, or similar rights convertible into our Shares.
OUR SUBSIDIARIES
As of the Latest Practicable Date, we had six subsidiaries, including three wholly-owned
subsidiaries and three non-wholly owned subsidiaries. The table below sets forth details of our
subsidiaries:
Name of subsidiary
Place of
Incorporation
Equity interest held
by our Group as of
the Latest
Practicable Date
Registered Capital/Share
Capital (’000)
Date of
Incorporation/Date of
Commencement of
Business Principal Business Activities
Gpixel Japan Japan 100.00% JYP100 January 7, 2016 Module research and development, as well as the
procurement of raw materials and packaging
services
Gpixel Belgium Belgium 68.36%
(Note 1)
EUR640 August 9, 2018 Research and development, design and sale of CMOS
image sensors, as well as related customization
services
Gpixel Hangzhou (Note 2) China 91.67%
(Note 3)
RMB15,000 July 20, 2020 Research and development, design and sale of CMOS
image sensors, as well as related customization
services
Changguang Yuanxin
(Note 4)
China 50.98%
(Note 5)
RMB25,500 October 30, 2020 Packaging of CMOS image sensors
Gpixel Dalian China 100.00% RMB5,000 December 1, 2021 Research and development, design and sale of CMOS
image sensors, as well as related customization
services
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Name of subsidiary
Place of
Incorporation
Equity interest held
by our Group as of
the Latest
Practicable Date
Registered Capital/Share
Capital (’000)
Date of
Incorporation/Date of
Commencement of
Business Principal Business Activities
Gpixel HK Hong Kong 100.00% USD10,000 December 30, 2025 Research and development, design and sale of CMOS
image sensors, as well as related customization
services (Note 6)
Notes:
1. The remaining 9.29%, 7.29%, 6.29%, 2.92%, 2.92%, and 2.92% are held by Jan Bogaerts, Tim Baeyens, Wim Wuyts, Tim
Blanchaert, Bart Ceulemans, and Bram Wolfs, respectively. Apart from each of Jan Bogaerts, Tim Baeyens and Wim
Wuyts, each being either the sole or majority shareholder of the corporate directors of Gpixel Belgium, the other three
individuals are employees of Gpixel Belgium and Independent Third Parties.
2. On December 15, 2022, Gpixel Hangzhou, the Company, Dr. Wang, and Zhejiang Province Industrial Fund Co., Ltd.* ( ए
ʮ̡ )( “ Zhejiang Industrial Fund ”) entered into a registered capital increase agreement, pursuant to
which, the Zhejiang Industrial Fund subscribed for RMB1,250,000 registered capital of Gpixel Hangzhou. On December 2,
2024, there had been a registered capital increase contributed by the Company in an amount of RMB3,750,000 into Gpixel
Hangzhou and thus the registered capital of Gpixel Hangzhou increased from RMB11,250,000 to RMB15,000,000.
3. The remaining 8.33% is held by Zhejiang Industrial Fund, an Independent Third Party.
4. Our Company consistently holds 50.98% equity interest in Changguang Yuanxin since its incorporation on October 30,
2020. On 1 June 2022, Changguang Yuanxin adopted amendments to its articles of association and our Company executed
a supplementary agreement to the original investment contract with the other shareholders, pursuant to which, our
Company appointed four additional individuals to serve as directors of Changguang Yuanxin and thereby was able to
control both the general meeting of shareholders and the board of directors of Changguang Yuanxin. As a result,
Changguang Yuanxin became a subsidiary of the Group with effect from June 2022.
5. The remaining 29.41%, 11.76%, and 7.84% are held by LI Yanqing (ᅅ) (a director and general manager of
Changguang Yuanxin), Changguang Precision (through contribution of appraised assets relating to a patent “Infrared
Detector Splicing Method (جwhich is an patent assigned by CIOMP to Changguang Precision), and
Changguang Shiyuan respectively.
6. As of the Latest Practicable Date, Gpixel HK has not carried out any business activities.
PREVIOUS A-SHARE LISTING APPLICATION
In June 2023, our Company submitted an application for the listing of our Shares on the STAR
Market of the Shanghai Stock Exchange (the “ Previous A-Share Listing Application ”). In January
2025, after taking into account a number of factors, including prolonged and uncertain listing timetable
in light of the overall A share vetting process for the Previous A-Share Listing Application, the general
market sentiment and the change in the overall strategic positioning of the Company to gain recognition
worldwide, we voluntarily withdrew the Previous A-Share Listing Application.
With regard the Previous A-Share Listing Application, our Company has addressed certain
enquiries received from the Shanghai Stock Exchange, which were primarily disclosure-based,
requesting further details and clarifications on (a) Dr. Wang and Dr. Zhang’s control over the Company;
(b) related-party transactions with related parties; (c) the Group’s technology, management, business
independence from that of one of our substantial shareholder and its associate, (d) certain historical
capital contribution and shareholding changes of Shareholders of the Company, (e) the Company’s
valuation at the time of the Pre-IPO Investments, etc. No major comments or issues were raised or
identified in the enquiries from the Shanghai Stock Exchange that would affect the Company’s
suitability for Listing on the Stock Exchange.
Our Directors consider that the Stock Exchange, as an internationally recognized and reputable
stock exchange, shall allow us to access international capital markets and expand our global business
footprint, to raise our brand recognition and market awareness and to present us with an opportunity to
further expand our investor base.
To their best knowledge and belief, as of the date of this prospectus, our Directors are not aware
of (i) any matters or findings from the Previous A-Share Listing Application that pose a material
adverse implication on the Global Offering, or (ii) any matters relating to the Previous A-Share Listing
Application that might materially and adversely affect our Company’s suitability for the Listing, which
should be brought to the attention of the Stock Exchange or potential investors. Based on the
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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independent due diligence work performed by the Joint Sponsors and the information and representation
given to the Joint Sponsors, nothing material has come to the Joint Sponsors’ attention that could
reasonably cause the Joint Sponsors to cast doubts on the Directors’ views set out above.
INVESTMENT FROM THE PRE-IPO INVESTORS
Overview
On June 10, 2022, through equity transfer agreements entered into by and among between certain
existing Shareholders (“ Selling Shareholders ”) and 22 Pre-IPO Investors, the Selling Shareholders
transferred a portion of their equity interests in the Company to 22 Pre-IPO Investors. The following
table summarizes the key terms of the Pre-IPO Investments to our Company made by the Pre-IPO
Investors:
Investors
Registered capital
transferred Equity Interest Consideration
Timing of settlement
of Consideration
Approximate Cost
Per Share (1)
Discount to the
Offer Price (2)
Post-money
valuation
(RMB’000) (%)
(RMB’000)
(Approximately)
(RMB)
(Approximately)
(%)
(Approximately) (RMB)
1. Zhuhai Qixin (ؚ߁)..... 555.00 1.50 150,000.00 July 2022 27.03 23.41 N/A
2. Gaoling Yurun ( ৷ᵌ༃ᆗ) .... 555.00 1.50 150,000.00 July 2022 27.03 23.41 N/A
3. Xianjin Zhizao ( ΋ආႡி) .... 444.00 1.20 120,000.00 July 2022 27.03 23.41 N/A
4. Guoce Xiangchi ( ਷ഄ㔬ཱུ) .... 407.00 1.10 110,000.00 July 2022 27.03 23.41 N/A
5. Xiamen Yuanfeng (ࢤ)... 370.00 1.00 100,000.00 July 2022 27.03 23.41 N/A
6. Huashun Guangzhou ( ശഭᄿψ) .. 370.00 1.00 100,000.00 July 2022 27.03 23.41 N/A
7. Shenzhen Jiusi (ܠ).... 222.00 0.60 60,000.00 July 2022 27.03 23.41 N/A
8. Juyuan Xincheng (༐) ... 185.00 0.50 50,000.00 July 2022 27.03 23.41 N/A
9. QIN Hao ( ൕख) ........ 148.00 0.40 40,000.00 July 2022 27.03 23.41 N/A
10. Wuhu Tuochen (ԕ) .... 148.00 0.40 40,000.00 July 2022 27.03 23.41 N/A
11. Suzhou Fangguang ( ᘽψ˙ᄿ) .. 132.30 0.36 35,754.99 July 2022 27.03 23.41 N/A
12. Yibin Chendao (Ⴗો༸) .... 99.90 0.27 27,000.00 July 2022 27.03 23.41 N/A
13. Shengyu Huatian ( ସρശ˂) ... 74.00 0.20 20,000.00 July 2022 27.03 23.41 N/A
14. Zhongke Chuangxing (݋)..74.00 0.20 20,000.00 July 2022 27.03 23.41 N/A
15. Changzhou Fangguang ( ੬ψ˙ᄿ) . 52.70 0.14 14,245.01 July 2022 27.03 23.41 N/A
16. Pingyang Yuanxin ( ̻ජ๕อ) ... 37.00 0.10 10,000.00 July 2022 27.03 23.41 N/A
17. Donghu Guolong (ಳ਷ඤ) ... 37.00 0.10 10,000.00 July 2022 27.03 23.41 N/A
18. Zhongke Xiandao (΋ኬ) ... 37.00 0.10 10,000.00 July 2022 27.03 23.41 N/A
19. Ningbo Yuxi (ဢ) ..... 22.20 0.06 6,000.00 July 2022 27.03 23.41 N/A
20. Zhongke Ketou (ҳ) .... 18.50 0.05 5,000.00 July 2022 27.03 23.41 N/A
21. Thriving Capital (൴ጳ) ... 11.10 0.03 3,000.00 July 2022 27.03 23.41 N/A
22. Jilin Yuanheng (ʩЖ) .... 11.10 0.03 3,000.00 July 2022 27.03 23.41 N/A
Total 4,010.80 10.84 1,084,000.00
Notes:
(1) Calculated based on the amount of consideration paid divided by the number of Shares as adjusted after the Company’s
conversion into a joint stock limited company in 2022 and certain percentages figures included in this column have been
subject to rounding adjustments.
(2) Calculated based on that the Offer Price is HK$39.88 per Share.
Special Rights granted to our Pre-IPO Investors
The Pre-IPO Investors were granted certain special rights by the Selling Shareholders, including
the information rights, repurchase rights, liquidation preference rights and most favorable terms.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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All special rights of the Pre-IPO Investors (including the repurchase rights) were terminated in
June 2023, except that the information rights of Zhuhai Qixin (ؚ߁Gaoling Yurun ( ৷ᵌ༃ᆗ),
Huashun Guangzhou ( ശഭᄿψ) and Xiamen Yuanfeng (ࢤwere restored in effect in January
2025 after the prior termination in June 2023. These information rights will be terminated again upon
Listing.
In respect of repurchase rights granted by the Selling Shareholders to the Pre-IPO Investors (the
“SS Redemption Right ”), (i) the Company is not a party to the relevant equity transfer agreements
entered into by and between the Selling Shareholders and the Pre-IPO Investors, (ii) there are no other
side arrangements between the Company and the Pre-IPO Investors or between the Company and the
Selling Shareholders regarding the SS Redemption Right; and (iii) the Company did not provide any
form of guarantee on the SS Redemption Right in case of default or failure by the Selling Shareholders
to fulfil their obligations relating to the SS Redemption Right. As confirmed by the Selling
Shareholders, there are no other side agreements between the Selling Shareholders and the Pre-IPO
Investors regarding the SS Redemption Right. Considering the foregoing and that the Company has no
obligation to repurchase the Shares held by the Pre-IPO Investors, no financial liability regarding the
SS Redemption Right and no redemption liability was recorded during the Track Record Period. No
Pre-IPO Investors had exercised the SS Redemption Right during the Track Record Period. For details,
please refer to note 34 of the Accountants’ Report.
Information of the Pre-IPO Investors
To the best of our knowledge, information and belief and having made all reasonable enquiries, all
of the Pre-IPO Investors and their ultimate beneficial owner are Independent Third Parties. The
background information on our Pre-IPO Investors is set out below.
1. Zhuhai Qixin Investment Center, L.P . * (
ҳ༟ʕː (Υྫ ))
Zhuhai Qixin is a limited partnership established in China on August 2, 2021. The general partner
of Zhuhai Qixin is Shenzhen Gaoling Tiancheng Investment III Co., Ltd. (ࠢ
ʮ̡)( “ Shenzhen Gao Ling ”). Among its five limited partners who are all Independent Third Parties
private equity funds, two hold 30% or more of the interests, namely Shenzhen Gao Ling Muqi Equity
Investment Fund, L.P* (ΥྫΆุ (Υྫ)) (holding 50.11%) and
Xiamen Gao Ling Ruiqi Equity Investment Fund Partnership (Limited Partnership)* (ٰ
ΥྫΆุ (Υྫ)) (holding 36.42%), all of which are Independent Third Parties and are
managed by Zhuhai Gao Ling Private Equity Fund Management Co., Ltd.* (၍ଣϞ
ʮ̡)( “Zhuhai Gao Ling ”). Shenzhen Gao Ling is directly owned as to 55% by ZHANG Haiyan ( ੵ
ऎዲ), 15% by MA Cuifang (ٹand 10% by each of CAO Wei ( ૎ਃ), LI Liang ( ҽԄ) and ZHU
Jia ( ज़Գ), all of which are Independent Third Parties.
2. Beijing Gaoling Yurun Equity Investment Fund, L.P . * (
ΥྫΆุ (Ϟ
Υྫ))
Gaoling Yurun is a limited partnership established in China on October 16, 2020. The general
partner of Gaoling Yurun is Beijing Gaoling Yuqing Investment Management Co., Ltd.* ( ̏ԯ৷ᵌ༃૶
ʮ̡ )( “ Beijing Gao Ling ”). Gaoling Yurun is a private equity fund managed by Zhuhai
Gao Ling among its 14 limited partners who are all Independent Third Parties, no single limited partner
holds 30% or more of the interests therein. Beijing Gao Ling is indirectly owned as to 55% by ZHU
Xiuhua (ڀdirectly as to 15% by each of MA Cuifang (ٹCAO Wei ( ૎ਃ) and LI Liang
(ҽԄ), each an Independent Third Party.
Zhuhai Qixin and Gaoling Yurun are affiliated with each other and their interests in the Company
should be aggregated accordingly.
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3. Xianjin Zhizao Industry Investment Fund Phase II (Limited Partnership) * (΋ආႡிପุҳ༟
ɚಂ (Υྫ ))
Xianjin Zhizao is a limited partnership established in China on June 18, 2019, primarily engaged
in equity investment and management business. The general partner of Xianjin Zhizao is CS Capital
Co., Ltd.* (ʮ̡ )( “ CS Capital ”). CS Capital is owned as to 21.05% by China
SDIC Gaoxin Industrial Investment Co., Ltd.* (ʮ̡ ) which is controlled
by State Assets Supervision and Administration Commission (“ SASAC ”) and 21.05% by China
Merchants Capital Management Co., Ltd.* (ப΂ʮ̡ ) which is wholly owned by
China Merchants Capital Investment Co., Ltd.* (ப΂ʮ̡ )( “ CMCI”). CMCI is
owned as to 50% by China Merchants Financial Holdings Co., Ltd. (ʮ̡ ) which
is controlled by SASAC and 50% by GLP Capital Investment 5 (HK) Limited which is controlled by
CLH Limited. All are Independent Third Parties. The remaining 57.91% interest of CS Capital are
owned by eight different entities each owning interests ranging from 5.23% to 15.80%, who are all
Independent Third Parties. Among the 37 limited partners of Xianjin Zhizao, all of them are
Independent Third Parties and no single limited partner holds 30% or more of the interests therein.
4. Shanghai Guoce Xiangchi V enture Capital Partnership (Limited Partnership) * (
ɪऎ਷ഄ㔬ཱུ௴
ุҳ༟ΥྫΆุ (Υྫ ))
Guoce Xiangchi is a limited partnership established in China on November 2, 2021, primarily
engaged in equity investment business. The general partner of Guoce Xiangchi is Shanghai Shenghe
Enterprise Management Center (Limited Partnership)* ( ɪऎ᳅ჟΆุ၍ଣʕː (Υྫ)) (“ Shanghai
Shenghe ”). Among its four limited partners, Guotai Junan Zhengyu Investment Co., Ltd.* ( ਷इёτᗇ
ʮ̡ )( “ Zhengyu Investment ”) holds 45.21% of the interests and Zhengyu Investment is
wholly-owned by Guotai Haitong Securities Co., Ltd (stock code: 2611.HK/601211.SH), which is the
indirect holding company of our Joint Sponsor, Guotai Junan Capital Limited, and Wuxi Yuanxuan
Equity Investment Partnership (Limited Partnership)* (ᛆҳ༟ΥྫΆุ (Υྫ)), which
is ultimately controlled by CAO Yi ( ૎ᆇ), an Independent Third Party, holds 35.99% of the interests.
Shanghai Shenghe is controlled by WANG Shufang (ٹan Independent Third Party.
5. Xiamen Yuanfeng Xinguang Enterprise Management Partnership (Limited Partnership) * (
ژ
ΈΆุ၍ଣΥྫΆุ (Υྫ ))
Xiamen Yuanfeng is a limited partnership established in China on January 14, 2022, primarily
engaged in enterprise management and consulting business. The general partner of Xiamen Yuanfeng is
Xiamen Yuanfeng Investment Co., Ltd.* (ʮ̡ ) and it is ultimately owned as to 35%
and 35% by TIAN Yu ( ͞ρ) and NIE Lei ( ᔗᆾ), both Independent Third Parties. The limited partner of
Xiamen Yuanfeng is Xiamen Yuanfeng Equity Investment Fund Partnership (Limited Partnership)* (๕
ΥྫΆุ (Υྫ)), which is also ultimately controlled by TIAN Yu ( ͞ρ) and NIE Lei
(ᔗᆾ).
6. Huashun (Guangzhou) Enterprise Management Partnership (Limited Partnership) * (
ശഭ(ᄿ
ψ)Άุ၍ଣΥྫΆุ (Υྫ ))
Huashun Guangzhou is a limited partnership established in China on June 18, 2021, primarily
engaged in investment and financial consulting business. The general partner of Huashun Guangzhou is
Huashun (Zhuhai) Enterprise Management Partnership (Limited Partnership)* ( ശഭ(मऎ)Άุ၍ଣΥ
ྫΆุ(Υྫ)), which is controlled by LIANG Wengen (࣬an Independent Third Party. The
limited partner of Huashun Guangzhou is Chongqing Huaxu Private Equity Investment Fund
Partnership (Limited Partnership)* (ΥྫΆุ (Υྫ)), which is also
ultimately controlled by LIANG Wengen (࣬.)
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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7. Shenzhen Jiusi Investment Management Co., Ltd. * (ʮ̡ )
Shenzhen Jiusi is a limited liability company established in China on March 13, 2001, primarily
engaged in investment and asset management. Shenzhen Jiusi is owned as to 42.14% by QIN Hao ( ൕ
ख) and 38.10% by Shenzhen Mingnuo Investment Co., Ltd.* (ப΂ʮ̡ )
(“Mingnuo Investment ”) which is in turn owned as to 50% by ZHENG Xiaoyun ( ቍወථ), 45% by
QIN JINGRU and 5% by ZHENG Xiaohang ( ቍወঘ), all Independent Third Parties.
8. QIN Hao ( ൕख)
QIN Hao ( ൕख) directly holds 42.14% of interest in Shenzhen Jiusi and is a businessman.
9. Juyuan Xincheng (Jiaxing) V enture Investment Partnership (Limited Partnership) * (ڦ
༐(ྗጳ)௴ุҳ༟ΥྫΆุ (Υྫ ))
Juyuan Xincheng is a limited partnership established in China on September 5, 2020, primarily
engaged in equity investment business. The general partner of Juyuan Xincheng is Suzhou Juyuan
Xinxin Enterprise Management Consulting Partnership (Limited Partnership)* (Άุ၍ଣ
ፔ༔ΥྫΆุ (Υྫ)) (“ Suzhou Juyuan ”). Among its limited partners who are all Independent
Third Parties, no single limited partner holds 30% or more of the interests therein. The general partner
of Suzhou Juyuan is Zhongxin Juyuan Private Fund Management (Shanghai) Co., Ltd* (ၳ๕ӷ෍
၍ଣ(ɪऎ)ʮ̡)( “ Zhongxin Juyuan ”). Zhongxin Juyuan is owned as to 35% by Shanghai
Xinqi Investment Center (Limited Partnership)* (ᄁҳ༟ʕː (Υྫ)), which is controlled by
GAO Yonggang ( ৷͑੪), an Independent Third Party, and other shareholders each holding less than
30% of interest therein.
10. Wuhu Tuochen Private Equity Investment Center (Limited Partnership) * (
ᛆҳ
༟ʕː(Υྫ ))
Wuhu Tuochen is a limited partnership established in China on April 13, 2022, primarily engaged
in venture capital investment business. The general partner of Wuhu Tuochen is Wuhu Yuanguan
Enterprise Management Consulting Center (Limited Partnership)* (၍Άุ၍ଣፔ༔ʕː (Υ
ྫ)) (“ Wuhu Yuanguan ”). Among its six limited partners who are all Independent Third Parties, LIU
Xuemei ( ᄎ௛ૠ) holds 51.26% of the interests, while no other single limited partner holds 30% or
more of the interests. Wuhu Yuanguan is controlled by FENG Yiming ( ඹɓΤ), the partner of Atom
Ventures* (ɿ௴ҳ) and an Independent Third Party.
11. Suzhou Fangguang Phase III V enture Capital Partnership (Limited Partnership) * (
ᘽψ˙ᄿɧ
ಂ௴ุҳ༟ΥྫΆุ (Υྫ ))
Suzhou Fangguang is a limited partnership established in China on August 24, 2020, primarily
engaged in equity investment and management business. The general partner of Suzhou Fangguang is
Suzhou Fangguang Phase III Venture Capital Management Partnership (Limited Partnership)* ( ᘽψ˙
ᄿɧಂ௴ุҳ༟၍ଣΥྫΆุ (Υྫ)) (“ Suzhou Fangguang Management ”). Among its 42 limited
partners who are all Independent Third Parties, no single limited partner holds 30% or more of the
interests. Suzhou Fangguang Management is controlled by HONG Tianfeng (ࢤthe managing
partner of FG Venture* ( ˙ᄿ༟͉) and an Independent Third Party.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 0–


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12. Changzhou Fangguang Phase III Equity Investment Partnership (Limited Partnership) * (੬ψ
ᛆҳ༟ΥྫΆุ (Υྫ ))
Changzhou Fangguang is a limited partnership established in China on October 29, 2020,
primarily engaged in equity investment and management business. The general partner of Changzhou
Fangguang is Suzhou Fangguang Management. Among its remaining nine limited partners who are all
Independent Third Parties, Taikang Life Insurance Co., Ltd.* (ப΂ʮ̡ ), which is
ultimately controlled by Chen Yilun (ࡐۯLu Ang (׻and Chen Dongxin (ʺ), holds 40%
of the interests therein, while no single limited partner holds 30% or more of the interests.
13. Yibin Chendao New Energy Industry Equity Investment Partnership (Limited Partnership) * (
֝
ᛆҳ༟ΥྫΆุ (Υྫ ))
Yibin Chendao is a limited partnership established in China on April 12, 2021, primarily engaged
in equity investment and management business. The general partner of Yibin Chendao is Ningbo
Meishan Free Trade Port Zone Chendao Investment Partnership (Limited Partnership)* (೼
ಥਜો༸ҳ༟ΥྫΆุ (Υྫ)) (“ Ningbo Meishan ”). Among its four limited partners who are all
Independent Third Parties, Yibin Emerging Industry Investment Group Co., Ltd.* (Ⴗ̹อጳପุҳ༟
ʮ̡ ), which is ultimately controlled by the State-owned Assets Supervision & Administration
Committee of Yibin People’s Government, holds 44.10% of the interests therein, while no other single
limited partner holds 30% or more of the interests. Ningbo Meishan is controlled by GUAN Chaoyu ( ᗫ
ಃЯ) an Independent Third Party.
14. Jiangsu Shengyu Huatian V enture Investment Fund (Limited Partnership) * (
Ϫᘽସρശ˂௴ุ
ҳ༟ΥྫΆุ (Υྫ ))
Shengyu Huatian is a limited partnership established in China on November 17, 2021, primarily
engaged in equity investment business. The general partner of Shengyu Huatian is Nanjing Huayu
Management Consulting Partnership (Limited Partnership)* (ԯശρ၍ଣፔ༔ΥྫΆุ (Υྫ))
(“Nanjing Huayu ”). Among its remaining 27 limited partners who are all Independent Third Parties, no
single limited partner holds 30% or more of the interests. Nanjing Huayu is controlled by ZHU
Jiangsheng ( ϡϪᑊ), an Independent Third Party.
15. Beijing Phase II Zhongke Chuangxing Hard Technology V enture Capital Partnership (Limited
Partnership) * (
Ҧ௴ุҳ༟ΥྫΆุ (Υྫ ))
Zhongke Chuangxing is a limited partnership established in China on April 14, 2020, primarily
engaged in venture capital business. The general partner of Zhongke Chuangxing is Beijing Zhongke
Chuangxing Technology Co., Ltd.* (ʮ̡ )( “ Beijing Zhongke Chuangxing ”).
Among its remaining 27 limited partners which are all Independent Third Parties, no single limited
partner holds 30% or more of the interests. Beijing Zhongke Chuangxing is wholly owned by Zhongke
Chuangxing Technology Investment Co., Ltd* (ʮ̡ ) which is owned as to
49.93% by Xi’an Huike Enterprise Management Consulting Co., Ltd.* (΅Ϟ
ʮ̡) which is in turn owned as to 47.99% by MI Lei ( Ϸᆾ), the founding partner of CASSTAR*
(݋and an Independent Third Party.
16. Pingyang Yuanxin No.6 V enture Capital Partnership (Limited Partnership) * (
̻ජ๕อʬ໮௴ุ
ҳ༟ΥྫΆุ (Υྫ ))
Pingyang Yuanxin is a limited partnership established in China on September 24, 2019, primarily
engaged in equity investment and management business. The general partner of Pingyang Yuanxin is
Minghe Private Fund Management (Hangzhou) Co., Ltd.* (၍ଣ (ψ)ʮ̡)
(“Minghe Private Fund ”). Among its remaining three limited partners, ZHOU Ping ( մറ) and ZHENG
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Jun ( ቍᒺ), each hold 44.55% of the interests, respectively. Both individuals and the remaining limited
partner holding less than 10% interest therein are Independent Third Parties. Minghe Private Fund is
owned as to 35%, 35% and 30% by CHENG Gang ( ϓ፻), Hangzhou Minghezhong Enterprise
Management Partnership (Limited Partnership)* (ψΤͫ଺Άุ၍ଣΥྫΆุ (Υྫ)) whose
general partner is LI Li ( ҽᘆ), and ZHOU Ping ( մറ), respectively, all Independent Third Parties.
17. Jilin Zhongke Xiandao Investment Partnership (Limited Partnership) * (
΋ኬҳ༟Υྫ
Άุ(Υྫ ))
Zhongke Xiandao is a limited partnership established in China on January 13, 2022, primarily
engaged in investment business. The general partner of Zhongke Xiandao is Jilin Zhongke Venture
Capital Management Co., Ltd.* (ʮ̡ )( “ Jilin Zhongke Management ”).
Jilin Zhongke Management is owned as to 38.00% by Changchun Boyang Technology Consulting Co.,
Ltd* (ப΂ʮ̡ ) which is in turn controlled by LI Bing ( ҽΏ), an
Independent Third Party, and 34% by Chinese Academy of Sciences Venture Capital Management Co.,
Ltd.* (ʮ̡ )( “ CAS Venture Capital ”) which is in turn owned as to 35% by
Chinese Academy Of Sciences Holdings Co., Ltd.* (ʮ̡ ) which is in turn wholly
owned by Chinese Academy of Sciences, and 35% by Gongqingcheng Junhe Venture Capital
Management Partnership (Limited Partnership)* (ё ձ௴ุҳ༟၍ଣΥྫΆุ (Υྫ))
which is in turn controlled by WU Lebin ( юᆀⅳ), an Independent Third Party. Among its remaining
five limited partners who are all Independent Third Parties, no single limited partner holds 30% or
more of the interests therein.
18. Jilin Zhongke Technology Achievement Transformation V enture Capital Partnership (Limited
Partnership) * (
ᔷʷ௴ุҳ༟ΥྫΆุ (Υྫ ))
Zhongke Ketou is a limited partnership established in China on September 10, 2018, primarily
engaged in venture capital and equity investment business. The general partner of Zhongke Ketou is
Jilin Zhongke Management. Among its six limited partners which are all Independent Third Parties,
only one single limited partner holds 30% or more of the interests, i.e. Guoke Technology Achievement
Transformation Venture Capital Fund (Wuhan) Partnership (Limited Partnership)* (ᔷʷ
ږ( ဏ)ΥྫΆุ(Υྫ)), which is controlled by CAS Venture Capital and holds
34.69% of the interests in Zhongke Ketou.
19. Wuhan Donghu Guolong Shibei No.2 Equity Investment Fund Partnership (Limited
Partnership) * (
ΥྫΆุ (Υྫ ))
Donghu Guolong is a limited partnership established in China on April 1, 2022, primarily engaged in
equity investment and management business. The general partner of Donghu Guolong is Wuhan Donghu
Guolong Equity Investment Fund Management Co., Ltd.* (ʮ̡)
(“Donghu Management ”). Donghu Management is owned as to 35% by China State-owned Enterprise
Structural Adjustment Fund Co., Ltd.* (ʮ̡)( “Structural Adjustment
Fund”) which is in turn owned as to 30.36% by China Chengtong Group Go., Ltd.* (ණྠ
ʮ̡) which is wholly owned by the State-owned Assets Supervision and Administration
Commission of the State Council. The remaining 65% interest in Donghu Management are owned by
three different corporations each owning less than 30% of interest therein and are Independent Third
Parties. Among the remaining nine limited partners of Donghu Guolong, XIE Guangchun (݆an
Independent Third Party, holds 50% of the interests, while no other single limited partner holds 30% or
more of the interests and all are Independent Third Parties.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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20. Ningbo Yuxi V enture Capital Partnership (Limited Partnership) (ဢ௴ุҳ༟ΥྫΆุ (Ϟ
Υྫ))
Ningbo Yuxi is a limited partnership established in China on August 19, 2015, primarily engaged
in venture capital investment and consulting business. The general partner of Ningbo Yuxi is WANG
Yixiang ( ˮඅജ), with PAN Yugen (࣬being its sole limited partner. Both are Independent Third
Parties.
21. Ningbo Meishan Bonded Port Area Thriving V enture Capital Partnership (Limited Partnership)
(
೼ಥਜ൴ጳ௴ุҳ༟ΥྫΆุ (Υྫ ))
Thriving Capital is a limited partnership established in China on October 9, 2017, primarily
engaged in venture capital business. The general partner of Thriving Capital is HUANG Kun ( රᎂ),
with WU Cen ( юҊ) being its sole limited partner. Both are Independent Third Parties.
22. Jilin Yuanheng Equity Investment Partnership (Limited Partnership) * (ᛆҳ༟Υ
ྫΆุ(Υྫ ))
Jilin Yuanheng is a limited partnership established in China on June 29, 2021, primarily engaged
in equity investment business. The general partner of Jilin Yuanheng is Jilin Changbaishan Private
Equity Management Co., Ltd.* (ʮ̡ )( “ Jilin Changbaishan PE
Management ”). Among its four limited partners, Jilin Zhisheng Investment Management Co., Ltd.* ( Λ
ʮ̡ )( “Jilin Zhisheng Investment ”) holds 62.5% of the interests therein, while
no other single limited partner holds 30% or more of the interests and all are Independent Third Parties.
Both of Jilin Changbaishan PE Management and Jilin Zhisheng Investment are controlled by
State-owned Assets Supervision & Administration Committee of Jilin People’s Government* (ɛ
ึ ).
OTHER INFORMATION ON PRE-IPO INVESTMENTS
Basis of determination of the consideration
As the Pre-IPO Investments constituted existing equity transfers between Selling Shareholders and
Pre-IPO Investors, the consideration for such transfers was determined through arm’s length
negotiations between the parties involved after taking into consideration of the timing of the
investments, the status of our business operations and the prospects of the Company. The Company did
not receive any proceeds of such investments.
Strategic Benefits from Pre-IPO Investments
The Directors believe that the Pre-IPO Investments are beneficial to the Group as it broadens the
Shareholder base prior to Listing. Furthermore, the Company benefits from the commitment
demonstrated by the Pre-IPO Investors, as their investments reflect confidence in the Group’s business
and operations and may be regarded as an endorsement of our performance, strength and prospects.
Lock-up Period
There are no lock-up undertakings in the equity transfer agreements under the Pre-IPO
Investments. Pursuant to PRC Company Law, within 12 months following the Listing Date, all existing
Shareholders (including the Pre-IPO Investors) shall not transfer any of the Shares held by them.
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Joint Sponsors’ Confirmation
On the basis that (i) the consideration for the Pre-IPO Investments have been settled more than 28
clear days before the date of first submission of the listing application to the Stock Exchange, and (ii)
the special rights granted to the Pre-IPO Investors have been terminated or will be terminated upon
Listing, the Joint Sponsors are of the view that the Pre-IPO Investments are in compliance with the
guidance on Pre-IPO investments (Chapter 4.2 of the Guide) for New Listing Applicants.
MAJOR ACQUISITIONS, MERGERS AND DISPOSALS
As of the Latest Practicable Date, we had not made any major acquisitions, mergers or disposals.
COMPLIANCE WITH LAWS AND REGULATIONS
During the Track Record Period and up to the Latest Practicable Date, as advised by our PRC
Legal Advisor, the establishment of the Company, equity transfers and changes in registered capital
(where applicable) had been duly and lawfully completed in compliance with the applicable laws and
regulations in all material aspect. As advised by our PRC Legal Advisor, during the Track Record
Period and up to the Latest Practicable Date, the Company had obtained relevant approvals or
confirmations for its establishment and subsequent equity transfers (including the aforementioned
Pre-IPO Investments) as well as changes in registered capital (where applicable), and has completed all
registrations or filings with the relevant authorities in accordance with the relevant laws and regulations
(where applicable). Furthermore, as of the Latest Practicable Date, the establishment of the Company,
subsequent equity transfers and changes in registered capital (where applicable) remained valid and
legally binding.
POST-TRACK RECORD PERIOD ACQUISITION
On February 13, 2026, our Company entered into an investment agreement with the shareholders
of PiliBot Robot Technology and two other investors, pursuant to which our Company acquired 4.17%
equity interest of PiliBot Robot Technology at a consideration of RMB2 million. The counterparties and
their respective ultimate beneficial owners are independent of our Company and its connected persons.
Of the RMB2 million consideration, the first installment of RMB1.2 million was fully paid by us on
March 3, 2026, and the registration with the local commerce department was completed on March 30,
2026. The remaining installment of RMB0.8 million is expected to paid by us at end of 2026 upon the
satisfaction of certain conditions set out in the investment agreement. Upon completion, the equity
interest in PiliBot Robot Technology held by our Company had been accounted for as financial assets at
fair value through profit and loss. Such investment amount was determined after arm’s length
negotiation with reference to the business prospects, results of operation and financial condition of
PiliBot Robot Technology and was/will be funded by internal resources of our Company. PiliBot Robot
Technology primarily engages in the intelligence robotics research and development. The minority
investment in PiliBot Robot Technology reflects our strategies in investing high-tech companies of the
image sensor industry chain. We have applied to the Stock Exchange, and the Stock Exchange has
granted, a waiver from strict compliance with Rules 4.04(2) and 4.04(4)(a) of the Listing Rules in
relation to the PiliBot Robot Technology Acquisition. For more details, see “Waivers from Strict
Compliance with the Listing Rules — Waiver in Relation to Shareholding Acquired after the Track
Record Period.”
Conversion of Unlisted Shares to H Shares
The Company has applied for conversion of Unlisted Shares into H shares in accordance with the
instructions of relevant Shareholders to convert certain Unlisted Shares into H shares. The conversion
of Unlisted Shares into H shares will involve an aggregate of 225,844,300 Unlisted Shares held by 22
existing Shareholders set out in the table below in “— Capitalization of our Company” in this section,
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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representing approximately 51.88% of the total issued share capital upon completion of the conversion
of Unlisted Shares into H shares and the Global Offering (assuming the Over-allotment Option is not
exercised and no Shares are issued under the Pre-IPO Share Option Scheme).
Capitalization of our Company
The table below is a summary of the capitalization of our Company as of the Latest Practicable
Date and the Listing Date:
As of the
Latest Practicable Date
As of the Listing Date (assuming no exercise of Over-allotment Option and
no Shares are issued under the Pre-IPO Share Option Scheme)
Shareholders
Number of
Unlisted Shares
Approximate
percentage in
the total issued
share capital
Number of
H Shares
Approximate
ownership
percentage in H
Shares
Number of
Unlisted Shares
Approximate
ownership
percentage in
Unlisted Shares
Total number of
Shares
Approximate
ownership
percentage in
total issued
share capital
1 Dr. Wang ............ 101,217,000 27.36% 65,791,050 22.60% 35,425,950 24.57% 101,217,000 23.25%
2 UP OPTOTECH ......... 94,571,000 25.56% 61,471,150 21.11% 33,099,850 22.96% 94,571,000 21.73%
3 Zhuhai Yunchen ......... 52,800,000 14.27% 34,320,000 11.79% 18,480,000 12.82% 52,800,000 12.13%
4 Luster ............. 37,829,000 10.22% 24,588,850 8.45% 13,240,150 9.18% 37,829,000 8.69%
5 Zhuhai Xuchen ......... 22,200,000 6.00% 14,430,000 4.96% 7,770,000 5.39% 22,200,000 5.10%
6D r . M a ............. 9,730,000 2.63% 6,324,500 2.17% 3,405,500 2.36% 9,730,000 2.24%
7 Dr. Zhang ............ 7,050,000 1.91% 4,582,500 1.57% 2,467,500 1.71% 7,050,000 1.62%
8 Zhuhai Qixin (ؚ߁)..... 5,550,000 1.50% — — 5,550,000 3.85% 5,550,000 1.27%
9 Gaoling Yurun ( ৷ᵌ༃ᆗ) .... 5,550,000 1.50% — — 5,550,000 3.85% 5,550,000 1.27%
10 Xianjin Zhizao ( ΋ආႡி) .... 4,440,000 1.20% 2,886,000 0.99% 1,554,000 1.08% 4,440,000 1.02%
11 Guoce Xiangchi ( ਷ഄ㔬ཱུ) .... 4,070,000 1.10% — — 4,070,000 2.82% 4,070,000 0.94%
12 Xiamen Yuanfeng (ࢤ)... 3,700,000 1.00% 1,110,000 0.38% 2,590,000 1.80% 3,700,000 0.85%
13 Huashun Guangzhou ( ശഭᄿψ) .. 3,700,000 1.00% — — 3,700,000 2.57% 3,700,000 0.85%
14 LIU Yang (ݱ).........2,247,500 0.61% 1,460,875 0.50% 786,625 0.55% 2,247,500 0.52%
15 LI Yang ( ҽ౮) ......... 2,247,500 0.61% 1,460,875 0.50% 786,625 0.55% 2,247,500 0.52%
16 Shenzhen Jiusi (ܠ).... 2,220,000 0.60% 2,220,000 0.76% — — 2,220,000 0.51%
17 Juyuan Xincheng (༐) ... 1,850,000 0.50% — — 1,850,000 1.28% 1,850,000 0.43%
18 QIN Hao ( ൕख) ......... 1,480,000 0.40% 1,480,000 0.51% — — 1,480,000 0.34%
19 Wuhu Tuochen (ԕ) .... 1,480,000 0.40% — — 1,480,000 1.03% 1,480,000 0.34%
20 Suzhou Fangguang ( ᘽψ˙ᄿ)... 1,322,940 0.36% 859,911 0.30% 463,029 0.32% 1,322,940 0.30%
21 Yibin Chendao (Ⴗો༸) .... 999,000 0.27% 999,000 0.34% — — 999,000 0.23%
22 Shengyu Huatian ( ସρശ˂) ... 740,000 0.20% — — 740,000 0.51% 740,000 0.17%
23 Zhongke Chuangxing (݋). 740,000 0.20% — — 740,000 0.51% 740,000 0.17%
24 Changzhou Fangguang ( ੬ψ˙ᄿ) . 527,060 0.14% 342,589 0.12% 184,471 0.13% 527,060 0.12%
25 Pingyang Yuanxin ( ̻ජ๕อ) ... 370,000 0.10% 370,000 0.13% — — 370,000 0.09%
26 Zhongke Xiandao (΋ኬ) ... 370,000 0.10% 370,000 0.13% — — 370,000 0.09%
27 Donghu Guolong (ಳ਷ඤ) ... 370,000 0.10% 370,000 0.13% — — 370,000 0.09%
28 Ningbo Yuxi (ဢ) ..... 222,000 0.06% — — 222,000 0.15% 222,000 0.05%
29 Zhongke Ketou (ҳ) .... 185,000 0.05% 185,000 0.06% — — 185,000 0.04%
30 Thriving Capital (൴ጳ) .... 111,000 0.03% 111,000 0.04% — — 111,000 0.03%
31 Jilin Yuanheng (ʩЖ) .... 111,000 0.03% 111,000 0.04% — — 111,000 0.03%
32 Other investors taking part in the
Global Offering ........ — — 65,294,200 22.43% — — 65,294,200 15.00%
Total .............. 370,000,000 100.00% 291,138,500 100.00% 144,155,700 100.00% 435,294,200 100.00%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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PUBLIC FLOAT
The Company has applied for the conversion of certain Unlisted Shares held by each of Xianjin
Zhizao ( ΋ආႡி ), Xiamen Yuanfeng (ࢤLI Yang ( ҽ౮), LIU Yang (ݱShenzhen Jiusi
(ܠQIN Hao ( ൕख), Suzhou Fangguang ( ᘽψ˙ᄿ), Yibin Chendao (Ⴗો༸), Changzhou
Fangguang ( ੬ψ˙ᄿ), Pingyang Yuanxin ( ̻ජ๕อ), Zhongke Xiandao (΋ኬ), Donghu Guolong
(ಳ਷ඤ), Zhongke Ketou (ҳ), Thriving Capital (൴ጳ), Jilin Yuanheng (ʩЖ)
(collectively, the “ Conversion Investor Applicants ”) into H Shares per the instructions of the
Conversion Investor Applicants. Since (i) none of the Conversion Investor Applicants are core
connected person as defined under the Listing Rules; (ii) none of the Conversion Application Investor
Applicants fall within any category under Rule 8.24 of the Listing Rules; and (iii) each of the
Conversion Investor Applicants is an Independent Third Party, the H Shares to be held by the
Conversion Investor Applicants will be counted as part of the public float of our Company upon the
completion of the Global Offering.
The aggregate of 325,397,000 Shares (including Unlisted Shares and H Shares to be converted
after conversion of certain Unlisted Shares) held by Dr. Wang, UP OPTOTECH, Zhuhai Yunchen,
Luster, Zhuhai Xuchen, Dr. Ma and Dr. Zhang will not be counted towards public float upon the
completion of the Global Offering as they are held by our core connected persons. In addition, the
aggregate of 30,266,750 Unlisted Shares held by 15 existing shareholders, namely Zhuhai Qixin ( मऎ
ؚ߁Gaoling Yurun ( ৷ᵌ༃ᆗ), Xianjin Zhizao ( ΋ආႡி), Guoce Xiangchi ( ਷ഄ㔬ཱུ), Xiamen
Yuanfeng (ࢤHuashun Guangzhou ( ശഭᄿψ), LIU Yang (ݱLI Yang ( ҽ౮), Juyuan
Xincheng (༐), Wuhu Tuochen (ԕ), Suzhou Fangguang ( ᘽψ˙ᄿ), Shengyu Huatian ( ସ
ρശ˂), Zhongke Chuangxing (݋Changzhou Fangguang ( ੬ψ˙ᄿ ) and Ningbo Yuxi (ت
ဢ), will not be considered as part of the public float as such Shares will not be converted into H
Shares.
Pursuant to Rule 19A.13A(1) of the Listing Rules, where the expected market value at the time of
listing of the Company’s H Shares exceeds HK$6 billion but not exceeding HK$30 billion, the higher
of: (i) the percentage that would result in the expected market value of H shares held by the public to
be HK$1,500,000,000 at the time of listing; and (ii) 15% must at the time of the Listing be held by the
public. With respect to the Offer Price of HK39.88 per H Share, the expected market capitalization of
the Company’s H Shares would be HK$11.6 billion (assuming the over-allotment option is not
exercised). Accordingly, at least 15% of the total number of issued Shares must be held by the public at
the time of Listing. Upon completion of the Global Offering and conversion of Unlisted Shares into H
shares (assuming the Over-allotment Option is not exercised and no Shares are issued under the
Pre-IPO Share Option Scheme), the total number of H Shares to be counted towards the public float
will be 79,630,450 H Shares, representing approximately 18.29% of our total issued shares, which is
higher than the prescribed percentage of Shares required to be held in public hands of 15% under Rule
8.08(1) (as amended and replaced by Rule 19A.13A) of the Listing Rules. Therefore we are in
compliance with the requirements of Rule 8.08(1) (as amended and replaced by Rule 19A.13A) of the
Listing Rules.
FREE FLOAT
Rule 19A.13C of the Listing Rules provides that, where a new applicant is a PRC issuer with no
other listed shares at the time of listing, this will normally mean that the portion of H shares for which
listing is sought that are held by the public and not subject to any disposal restrictions (whether under
contract, the Listing Rules, applicable laws or otherwise), at the time of listing, must: (a) represent at
least 10% of the total number of issued shares in the class to which H shares belong at the time of
listing (excluding treasury shares), with an expected market value at the time of listing of not less than
HK$50,000,000; or (b) have an expected market value at the time of listing of not less than
HK$600,000,000.
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It is expected that immediately following completion of the Listing, a market capitalization of not
less than HK$600 million of the H Shares listed on the Stock Exchange will not be subject to such
disposal restrictions at the time of the Listing. Accordingly, our Company will be able to satisfy the
requirements under Rule 19A.13C(1)(b) of the Listing Rules.
OUR CORPORATE AND SHAREHOLDING STRUCTURE
Corporate structure and shareholding structure immediately prior to the completion of Global
Offering
The table below sets out our shareholding structure immediately before completion of the Global
Offering (assuming no Shares are issued under the Pre-IPO Share Option Scheme):
62.22%
0.0972%
11.78% 4.81% 3.30%
0.2382% 0.0574%
0.01%
27.36% 14.27% 6.00% 1.91% 25.56% 10.22% 2.63% 1.50% 1.50% 1.20% 1.10% 1.00% 1.00% 3.54%0.61% 0.61%
0.0045%
100%
100.00%91.67% 100.00% 68.36% 50.98%
95.94%
100.00%
 Dr. Wang
Hangzhou Qixin
Zhuhai
Pengchen
Zhuhai
Xichen
Zhuhai
Xingchen
Zhuhai Yunchen Zhuhai Xuchen
Dr.
Zhang
UP OPTOTECH(1)
Luster (2)
Dr. Ma
Zhuhai Qixin(7)
Gaoling Yurun(7)
Xianjin Zhizao
Guoce Xiangchi
Xiamen Yuanfeng
Huashun Guangzhou
Other Shareholders(3)
LIU
Yang
LI
Yang
The Company
Gpixel Hangzhou(4) Gpixel Dalian Gpixel Japan Gpixel Belgium(5) Changguang Yuanxin(6)
= Controlling Shareholders
Gpixel HK
Notes:
(1) UP OPTOTECH is a company established in the PRC on June 26, 2001 with its shares listed on the Shenzhen Stock
Exchange (Stock code: 002338.SZ), a substantial shareholder of our Company. According to the publicly available
information, it was owned as to 41.40% by CIOMP, being the de facto controller of UP OPTOTECH.
(2) Luster is a company established in the PRC on August 13, 2002 with its shares listed on the Shanghai Stock Exchange
(stock code: 688400.SH). According to the publicly available information, it was owned as to 46.69% by Ms. YANG Yi,
one of our non-executive Directors, comprising 4.91% equity interest directly held by Ms. YANG YI and 41.78% deemed
equity interest held by Ms. YANG Yi through YAO Yi (ᆇ) (being the spouse of Ms. YANG Yi).
(3) Comprising a total of 16 Pre-IPO Investors namely, Shenzhen Jiusi (ܠJuyuan Xincheng (༐ ), QIN Hao
(ൕख), Wuhu Tuochen (ԕ), Suzhou Fangguang ( ᘽψ˙ᄿ), Yibin Chendao (Ⴗો༸), Shengyu Huatian ( ସρശ
˂), Zhongke Chuangxing (݋Changzhou Fangguang ( ੬ψ˙ᄿ), Pingyang Yuanxin ( ̻ජ๕อ), Zhongke
Xiandao (΋ኬ), Donghu Guolong (ಳ਷ඤ), Ningbo Yuxi (ဢ), Zhongke Ketou (ҳ), Thriving Capital
(൴ጳ) and Jilin Yuanheng (ʩЖ), each holding less than 0.60% of the issued share capital of our Company
immediately prior to the completion of the Global Offering.
(4) Gpixel Hangzhou was owned as to approximately 91.67% by our Company and 8.33% by Zhejiang Industrial Fund, an
Independent Third Party.
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(5) Gpixel Belgium was owned as to approximately 68.36% by our Company, 9.29% by Jan Bogaerts, 7.29% by Tim Baeyens,
6.29% by Wim Wuyts, 2.92% by Bart Ceulemans, 2.92% by Tim Blanchaert and 2.92% by Bram Wolfs. Apart from each of
Jan Bogaerts, Tim Baeyens and Wim Wuyts, each being either the sole or majority shareholder of the corporate directors of
Gpixel Belgium, the other three individuals are employees of Gpixel Belgium and Independent Third Parties.
(6) Changguang Yuanxin was owned as to approximately 50.98% by our Company, 29.41% by LI Yanqing (ᅅ) (a director
and general manager of Changguang Yuanxin), 11.76% by Changguang Precision and 7.84% by Changguang Shiyuan.
(7) Zhuhai Qixin and Gaoling Yurun are affiliated with each other and their interests in the Company should be aggregated
accordingly.
Corporate structure and shareholding structure immediately following the completion of Global
Offering
The table below sets out our shareholding structure immediately after completion of the Global
Offering (assuming the Over-allotment Option is not exercised and no Shares are issued under the
Pre-IPO Share Option Scheme):
23.25% 12.13% 5.10% 1.62% 21.73% 8.69% 2.24% 1.27% 1.27% 1.02% 0.94% 0.85% 0.85% 3.01% 15.00%0.52% 0.52%
100.00%91.67% 100.00% 100.00% 50.98%68.36%
11.78% 4.81% 3.30%
0.01% 0.0045%
0.0972% 0.2382% 0.0574%
62.22% 100% 95.94%
UP OPTOTECH (1)
Luster (2)
Dr. Ma
Zhuhai Qixin(8)
Gaoling Yurun(8)
Xianjin Zhizao
Guoce Xiangchi
Xiamen Yuanfeng
Huashun Guangzhou
Other Shareholders(3)
Public Shareholders(7)
LIU
Yang
LI
Yang
The Company
Gpixel Hangzhou(4) Gpixel Dalian Gpixel Japan Gpixel HK Changguang Yuanxin (6)
= Controlling Shareholders Dr. Wang
Hangzhou Qixin
Zhuhai
Pengchen
Zhuhai
Xichen
Zhuhai
Xingchen
Zhuhai Yunchen Zhuhai Xuchen
Dr.
Zhang
Gpixel Belgium(5)
Notes:
(1)−(6) See the notes to “— Our Corporate and Shareholding Structure — Corporate structure and shareholding structure
immediately prior to the completion of Global Offering
(7) The Shares held by these other public Shareholders are H Shares, which will be counted towards the public float together
with 14,336,250 H Shares to be converted from Unlisted Shares. See “Share Capital” for further details of the conversion
of Unlisted Shares into H Shares.
(8) Zhuhai Qixin and Gaoling Yurun are affiliated with each other and their interests in the Company should be aggregated
accordingly.
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OVERVIEW
We are a provider of CMOS image sensors (“ CIS”). Since our establishment, we have been
focusing on the research and development of CIS, offering nine major product series widely applicable
to advanced technology fields such as industrial imaging, scientific imaging, professional photography
and video, and medical imaging. During the Track Record Period, we primarily design and sell CIS for
downstream customers in the industrial imaging and scientific imaging sectors and we operate under a
fabless model. Our products play a vital role in enhancing the performance and imaging quality of
industrial cameras, scientific cameras, professional cinema cameras and other imaging devices. For
example, with respect to industrial imaging applications, our CIS is used in the inspection process of
manufacturing such as detection of alignment error in the manufacturing of lithium battery, while our
CIS is used in scientific imaging applications including DNA sequence imaging, confocal microscope
and fluorescence camera. According to Frost & Sullivan, in terms of industrial imaging revenue in
2024, we ranked third among global CIS companies, accounting for 15.2% of the global market share.
In addition, in terms of scientific imaging revenue in 2024, we ranked third among global CIS
companies, accounting for 16.3% of the global market share. The industrial imaging and scientific
imaging CIS markets are dominated by a few international and regional leaders. In terms of revenue in
2024, industrial imaging and scientific imaging CIS markets accounted for approximately 2.1% and
0.8% of the global CIS market, respectively.
During the Track Record Period, we achieved revenue growth and profitability. Our revenue
increased by 11.3% from RMB604.8 million in 2023 to RMB673.0 million in 2024, and further
increased by 27.3% to RMB856.5 million in 2025. During the Track Record Period, we recorded a
gross profit of RMB384.0 million, RMB396.9 million and RMB573.3 million, respectively, with gross
profit margin of 63.5%, 59.0% and 66.9%, respectively. We recorded net profits of RMB169.8 million,
RMB197.0 million and RMB293.1 million, for the three years ended December 31, 2025. Our operating
cash flow remained consistently positive with steady growth, increasing from RMB208.3 million in
2023 to RMB224.8 million in 2024, and further to RMB466.3 million in 2025.
OUR COMPETITIVE STRENGTHS
Specialization in CMOS Image Sensors
As a pioneer in CMOS image sensors, we focus on developing CMOS image sensors for industrial
imaging, scientific imaging, professional photography and video and medical imaging. These
application scenarios represent areas of high growth in the CIS industry, in particular:
 Industrial imaging: The increasing demand for automation in industries such as
manufacturing and logistics is pushing demand for CMOS image sensors. These sensors
enable defect detection, quality control, and robotics, contributing to the rise in demand for
higher resolution and faster processing speeds in factory automation.
 Scientific imaging: The scientific imaging industry has growing demand due to advances in
research and the increasing use of imaging in areas like microscopy, spectroscopy, and
environmental monitoring. Higher resolution, improved sensitivity, and faster readout speeds
are essential for capturing more detailed data, driving the growth of CMOS image sensors in
this field.
 Professional photography and video: The rise of content creation, including photography,
cinematography, and broadcasting, continues to boost CMOS image sensors demand.
Professional-grade cameras require sensors with higher resolution, improved low-light
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performance, and enhanced dynamic range. The increasing use of CMOS image sensors in
high-end cameras and filmmaking equipment drives steady demand for more advanced and
precise sensors.
 Medical imaging: CMOS image sensors adoption is driven by the demand for diagnostic
techniques and portable imaging devices. Medical applications such as endoscopy, and
diagnostic cameras require high-resolution, low-noise sensors to ensure accurate results. The
rising focus on patient care and the growing need for real-time, on-site diagnostics are
pushing demand for CMOS image sensors in medical imaging technologies.
The global CMOS image sensor market is experiencing modest growth, benefiting from a
combination of growth drivers including (i) accelerated technological advancement, such as pixel size
reduction, backside illumination, stacked architecture, HDR advancements, improvement of power
efficiency and noise reduction; (ii) intelligent upgrades driven by AI integration enabling features such
as automatic scene recognition, intelligent noise reduction and dynamic range optimization; and (iii)
shift of strategic focus beyond standalone sensor specifications to encompass cross-disciplinary
integration. In China, the CMOS image sensors industry is benefited from additional support by
strategic government policies and industry funds for accelerated domestic substitution and strengthened
self-reliance. For example, the medical imaging sector reached a global market size of RMB3.0 billion
in 2024, and is expected to maintain strong growth, reaching RMB8.8 billion by 2029, with a projected
CAGR of 24.4% from 2024 to 2029. The industrial imaging market is also expected to further expand
from RMB2.9 billion to RMB7.8 billion with a CAGR of 21.5% in the period from 2024 to 2029. The
scientific imaging market is expected to grow from RMB1.2 billion in 2024 to RMB2.2 billion in 2029
with CAGR of 12.8%. According to Frost & Sullivan, in terms of industrial imaging revenue in 2024,
we ranked third among global CIS companies, accounting for 15.2% of the global market share. In
addition, in terms of scientific imaging revenue in 2024, we ranked third among global CIS companies,
accounting for 16.3% of the global market share. The industrial imaging and scientific imaging CIS
markets are dominated by a few international and regional leaders. In terms of revenue in 2024,
industrial imaging and scientific imaging CIS markets accounted for approximately 2.1% and 0.8% of
the global CIS market, respectively.
Leveraging our expertise in CMOS image sensors, our sensors have been exported to over 30
countries and regions worldwide. In 2025, our overseas revenue accounted for 22.9% of our total
revenue, demonstrating our strong global competitiveness.
Independent Technology Moat Through 14 Years of Innovation
Since our establishment in 2012, we have remained committed to technological R&D and
innovation, consistently focusing on positioning and overcoming key technical challenges in CMOS
image sensor development. Our technological advancements have been achieved through the following
approaches:
 Technology-Driven Independent R&D: Led by Dr. Wang, our founding team leveraged their
expertise and industry experience to develop proprietary technologies in high-dynamic-range
pixel design, global shutter pixel architecture, variable resolution, adjustable pixel size, and
on-chip ADC design. With 14 years of independent R&D, we have established 11 core
proprietary technologies, including global shutter pixel, HDR pixel, high-sensitivity pixel,
HDR readout circuit, low-noise circuit, high-performance ADC circuit, high-speed readout
circuit, TDI image sensor, BSI image sensor, 3D imaging sensor, and 3D wafer stacking.
These innovations have enabled us to build a strong technical moat in pixel design, circuit
design, and process development, allowing our products to rival global industry leaders in
performance while delivering large format, high resolution, high sensitivity, low noise, high
frame rate, and high quantum efficiency capabilities.
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 Customized Sensor Solutions for Global Industry Leaders: Our advanced engineering
capabilities have made us a trusted partner for leading companies and research institutions
worldwide. Customized sensor solutions typically present a higher technological barrier. We
have completed multiple custom CMOS image sensor projects, helping customers accelerate
prototyping and mass production of next-generation products. These engagements
complement our in-house R&D, driving iterative improvements and keeping us at the
forefront of industry trends. For the three years ended December 31, 2025, our customized
sensor solutions contributed revenue amounting to RMB98.4 million, RMB162.2 million and
RMB61.2 million, respectively.
 National Key R&D Programs and Major Science & Technology Projects: Participation in
state-level initiatives, such as the National Science and Technology Major Project, aligns us
with China’s strategic priorities and fosters partnerships with top-tier research institutions
and tech enterprises. These collaborations address critical technological challenges and
industry pain points. Notably, we spearheaded the development of an 8K
ultra-high-definition image sensing chip and system, delivering China’s first full-frame, BSI,
stacked CMOS sensor, breaking reliance on foreign imports for ultra-HD imaging solutions.
Our achievements stem from sustained R&D investment. During the Track Record Period, our
R&D expenditure grew from RMB131.5 million in 2023 to RMB130.2 million in 2024, and further
increased to RMB186.2 million in 2025. As of the Latest Practicable Date, we held 61 registered
patents globally.
Independent Industry Chain Development and Integration Through In-house Packaging & Testing
Verification System and Strategic Expansion
We place paramount importance on achieving autonomous control and vertical integration within
our supply chain. To this end, we have established a comprehensive support system that spans the entire
CMOS image sensor R&D lifecycle. In particular:
 Independent Testing Platform Development: We have constructed a full-process testing
platform system encompassing wafer testing, full optoelectronic verification, reliability
testing, and final sensor testing. Equipped with advanced instruments such as system-level
sensor testing sorters, wafer probe stations, and thermal cycling chambers, this platform
provides a stable testing environment tailored to both R&D and mass production
requirements for CMOS image sensors.
 Inspection System Development: To meet stringent sensor inspection standards, we
independently developed sensor and wafer data analysis systems. Utilizing a multi-threaded
testing architecture, we achieve fully automated detection and data analysis, significantly
reducing reliance on external testing service providers.
 Packaging Capacity Expansion: We have strategically expanded into sensor packaging, with
production capacity ramped up. Our current monthly high-reliability ceramic packaging
output exceeds 20,000 units, and we expect to effectively supplement our in-house
packaging capabilities within the next two to three years.
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While strengthening our autonomous capabilities, we continue to deepen collaboration across the
industry chain. In particular:
 Strategic Supplier Partnerships: We maintain long-standing, stable partnerships with leading
global suppliers in wafer foundries, sensor packaging, ceramic housings, cover glass, and
other critical areas. We have established long-term direct supply relationships with top-tier
partners, including Tower and DB HiTek (the world’s leading foundries), as well as Kyocera
(the world’s largest advanced ceramics supplier), ensuring both the security and cost
efficiency of key material supplies. At the same time, we adhere to a diversified supplier
strategy. According to each project’s unique requirements, we employ a dynamic selection
mechanism based on a multi-dimensional evaluation system encompassing, among others,
technical capabilities, product performance, cost and lead times. This data-driven approach
not only optimizes the balance between performance and cost-effectiveness but also
mitigates risks associated with single-supplier dependency, reinforcing long-term supply
chain stability and security. We have also made strategic investments in key segments of the
CMOS image sensor manufacturing chain, including wafer foundry, sensor packaging,
packaging materials, and ISP technology. As these invested companies achieve technological
breakthroughs and expand production capacity, we anticipate further improvements in supply
chain responsiveness and cost competitiveness.
Comprehensive Collaboration with a Global Network of Customers
We specialize in high-tech fields such as industrial imaging, scientific imaging, professional
photography and video, and medical imaging. These sectors impose stringent requirements on the
performance parameters, reliability, and supply chain stability of CMOS image sensors, with high
technical barriers and typically lengthy customer validation cycles. Once our products pass customer
certification and enter their supply chain, we are usually establishing long-term and stable partnerships.
In addition, we provide tailored solutions for globally renowned customers, allowing us to deeply
understand their needs, address pain points, and further strengthen strategic collaboration.
With years of expertise in the CMOS image sensor industry, our customer base spans leading
domestic and international industrial imaging equipment manufacturers, scientific instrument producers,
system integrators, and top-tier research institutions. Notable partners across four key application areas,
namely, industrial imaging, scientific imaging, professional photography and video, and medical
imaging, include global industry leaders, prestigious research institutes as well as prominent Chinese
companies like Hikrobot, Tucsen, and I-TEK Optoelectronics.
Dedicated and Experienced Management Team Complemented by a Forward-Looking and Global
Talent Pipeline
Our management team comprises seasoned professionals with extensive industry experience and
strategic insight, boasting over a decade of hands-on expertise in sensor technology, pixel design R&D,
commercialization, operations management, and financial planning. The team’s highly stable
governance structure and collaborative entrepreneurial culture serve as the core driving force behind
our technological iteration, market expansion, and long-term strategic execution. Our founder, Dr.
Wang, holds a bachelor’s degree in Applied Electronics from Zhejiang University, a master’s degree in
Microelectronics Systems Design from the University of Southampton, and a doctoral degree with a
research focus in CMOS image sensor from Delft University of Technology. With over 16 years of
expertise in the CMOS image sensor industry, Dr. Wang has made significant contributions to our R&D
and advancement in CMOS image sensors. Guided by a technology-driven philosophy, he has fostered a
culture of innovation, spearheaded multiple technological breakthroughs, and led the development of
several flagship products, enabling our technical capabilities to progressively rival those of global
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industry leaders. With Dr. Wang’s relentless commitment to innovation and forward-looking strategic
vision, we have cultivated differentiated competitive advantages and established a notable position in
the global industrial imaging and scientific instrumentation markets.
In terms of talent development, we prioritize attracting and nurturing outstanding professionals,
recognizing them as the cornerstone of our sustained growth. We have implemented a robust
compensation system and talent management framework, building a high-caliber team of skilled and
experienced specialists. As of December 31, 2025, we had a total of 465 employees, including 19 Ph.D.
holders, 206 Master’s degree holders, and 182 Bachelor’s degree holders. Our R&D team comprises
226 members, representing approximately 48.6% of our total employees. Beyond our R&D centers in
Changchun, Hangzhou, and Dalian, we expanded our global footprint by establishing subsidiaries in
Japan in 2016 and Belgium in 2018, recruiting local experts to strengthen our R&D capabilities.
Through effective collaboration between our domestic and international teams, we have built a globally
integrated R&D system, laying a solid foundation for technological and product innovation. In addition,
we emphasize talent retention through various types of share-based incentives with broad participation.
OUR DEVELOPMENT STRATEGIES
Relentless Focus on Technological Innovations and Product Iterations to Lead Global
Advancement of CIS Technology
We are committed to increasing our R&D investments to drive continuous innovation and
technological advancement in CMOS image sensor development. Our roadmap focuses on pioneering
next-generation pixel architectures and sensor solutions leveraging mature process nodes and platforms,
cementing our position at the forefront of global CMOS image sensor technology evolution.
Our pixel design strategy encompasses breakthrough developments across multiple technology
platforms, including FSI, BSI and stacked architectures. We are advancing high-performance global
shutter pixels for precision imaging applications, developing next-generation rolling shutter solutions,
and enhancing TDI pixel technology for specialized use cases. These innovations will push the
boundaries of sensitivity, dynamic range, and speed across various imaging applications.
Our circuit development initiatives target optimized performance across multiple process nodes
through ultra-low-noise readout circuits that maximize signal integrity, high-speed control and readout
architectures enabling faster frame rates, precision ADCs for high image quality, and power-optimized
readout solutions for energy-efficient operation. These advancements will deliver measurable
improvements in key performance parameters for our sensor portfolio.
We are developing specialized process technologies to extend our sensors’ detection capabilities
across the electromagnetic spectrum. This includes enhanced UV sensitivity for scientific and industrial
applications, optimized visible light performance for mainstream imaging, and improved IR response
for specialized sensing needs. These developments are expected to open new market opportunities and
application spaces for our technology solutions.
To this end, we plan to allocate HK$1,377.0 million of the net proceeds from the Global Offering
for increasing our R&D investments to drive continuous innovation and support product iterations
across our major application scenarios, namely, industrial imaging, scientific imaging, professional
photography and video, and medical imaging solutions.
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Commitment of Further Resources to Existing and Evolving Application Scenarios and
Enhancement of Our Capabilities Beyond Sensor Design
Through years of technological accumulation and product innovation, we have earned widespread
market and customer recognition in industrial imaging and scientific instrumentation. We will further
consolidate our leadership in these domains by deeply understanding market demands and adopting a
dual approach combining customized sensor solutions with standardized products to increase market
share.
Concurrently, we are accelerating expansion into medical imaging and professional photography
and video sectors. According to Frost & Sullivan, the medical imaging sector reached a global market
size of RMB3.0 billion in 2024, and is expected to maintain strong growth, reaching RMB8.8 billion by
2029, with a projected CAGR of 24.4% from 2024 to 2029. According to Frost & Sullivan, the global
market for professional photography and video is expected to grow from RMB4.5 billion in 2024 to
RMB5.9 billion in 2029, representing a CAGR of 5.6%. By collaborating closely with industry leaders
through tailored services and strategically developing standard products for these fields, we aim to
address growing application-specific demands. To finance the above strategy, we plan to allocate
HK$250.4 million and HK$375.5 million of the net proceeds from the Global Offering to (i) engage in
R&D to develop and commercialize several new products under the medical imaging application; and
(ii) develop and commercialize several new full frame and APS-C
(1) frame products under the
professional photograph and video application.
To enhance our capabilities beyond sensor design, we are scaling up our packaging and testing
operations through cleanroom expansions and advanced equipment procurement. This capacity boost,
coupled with strengthened technical synergies with upstream suppliers and downstream partners, will
foster a win-win global supply chain ecosystem, positioning us as the driving force in CMOS image
sensor industry advancement. In view of the above, we intend to allocate HK$100.1 million of the net
proceeds from the Global Offering for expanding our packaging and testing production lines.
Continuous Expansion of Our High-Quality Domestic and International Customer Base
While maintaining our strong commitment to existing customers, we will leverage our proprietary
technologies to systematically expand our customer base across four application scenarios, optimizing
our customer portfolio for sustainable growth.
To strengthen our overseas operations, we are enhancing our international marketing capability by
expanding our sales and technical support networks. Building on our existing subsidiaries in Belgium
and Japan, we will integrate global marketing resources and develop comprehensive customer
acquisition channels to significantly increase our market share in the CMOS image sensor industry.
We believe this approach, combining technological differentiation with strategic geographic
expansion, will solidify our position as a leader while driving measurable business growth.
Development into a Global Hub for CMOS R&D Talents
To drive continuous innovation and sustainable growth, we will continue to implement a
comprehensive talent strategy that combines competitive recruitment with systematic development
programs. We will establish attractive compensation and incentive mechanisms to attract top industry
Note:
(1) APS-C, Advanced Photo System type-C, also known as advanced photo system-classic type, refers to a specification for
measuring the optical size of CMOS image sensors, which is generally 29.3mm when referring to the optical size of
CMOS image sensors.
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professionals while implementing a blended learning approach incorporating both internal training and
external development opportunities. This dual focus will enable us to build a world-class team of
multidisciplinary experts proficient in both sensor design and pixel design, a critical capability for
maintaining our technological leadership.
Furthermore, we will step up our investment in elite talent acquisition to establish our
organization as a global hub for CMOS research and development talents. Through strategic
partnerships with academic institutions, and research facilities, we aim to create the industry’s premier
destination for imaging sensor innovation.
To this end, we plan to allocate HK$525.8 million of the net proceeds from the Global Offering
for establishing an advanced CMOS image sensor R&D center.
OUR BUSINESS MODEL
We operate under a fabless business model, which means we focus primarily on the design,
development, testing, and sales of CMOS image sensors while outsourcing the wafer manufacturing
processes to world-class production partners. This approach allows us to concentrate on our core
competencies in innovation and product design, while leveraging the specialized expertise of
industry-leading manufacturers for wafer fabrication. By collaborating with production partners, we
ensure that our CMOS image sensors meet the highest standards of quality, reliability, and performance.
Crucially, we retain full control over core value-added processes, including sensor design, wafer testing,
and final sensor testing, ensuring quality and performance meet stringent industry standards. This
hybrid approach, combining in-house expertise with strategic outsourcing, allows us to maintain
flexibility, reduce capital expenditure, and focus on innovation in high-performance imaging
technology. As a fabless CIS design company, we operate in the upstream segment of the industry value
chain. See “Industry Overview — Value Chain of CIS” in this prospectus.
In terms of sales and marketing strategy, we employ a primarily direct sales supplemented by
distributorship model. Given the high technology nature of our products, which requires deep technical
understanding, we primarily leverage our dedicated sales team to engage end customers directly,
particularly in industrial imaging, scientific imaging, professional photography and video and medical
imaging. While sales through distributors account for a relatively small portion of our revenue, we have
a network of distributors, which enables us to rapidly establish regional sales networks and enhance
market penetration. This sales model aligns with our customer-centric approach, enabling close
collaboration with customers to deliver tailored imaging solutions.
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Set forth below is a diagram which illustrates our business model:
Wafer
Manufacturing
Notes:
Performed by us
exclusively
P e r f o r m e db yo u r
production
partners
Wafer Testing Incoming
Inspection
System
Manufacturing
Architectural Design
Detailed Design
System Design
Feasibility Analysis
Package Design
System Verification
Package
Manufacturing
Tape-out
DistributionDirect Sales
Customized Sensor
SolutionsCMOS Image Sensors
Sensor Assembly(Note)
Sensor Characterization, Design and
Performance Verification, Reliability,
Final Sensor Testing
Note:
We and our production partners each possess independent capabilities to perform the “sensor assembly” process. We
independently complete the sensor assembly at our own facilities, while also engaging outsourced assembly service providers to
perform similar services on an outsourced basis, depending on technical requirements, production capacity and business needs.
In cases where we engage outsourced assembly service providers to perform sensor assembly, the typical logistics arrangements
for our manufacturing process are as follows: our foundry suppliers are responsible for the fabrication of wafers, which are
subsequently sold and delivered to us. Depending on the specific technical requirements of each product, we carry out wafer
testing in-house and engage third party testing service providers to perform certain testing processes. The wafers are then
delivered to outsourced packaging service providers for assembly. Upon completion, the packaged sensors are delivered back to
us, where we perform final sensor testing prior to the completion of the production process.
We operate a business model that combines in-house expertise with strategic outsourcing to
deliver high-quality semiconductor products. At the core of our operations is sensor design, which is
exclusively handled by our in-house R&D department that then sends the designs to third-party wafer
foundries for fabrication. We conduct wafer-level testing while simultaneously procuring ceramic and
glass components from suppliers. These materials are sent to us for incoming quality inspection before
being outsourced to packaging houses for assembly. The packaged sensors return to us for final sensor
testing. While most packaging are outsourced to our production partners, we have gradually taken some
packaging capability in-house through our subsidiary Changguang Yuanxin since 2022. Located in
Changchun, China, our in-house packaging facility primarily supports the packaging of certain small
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format products in GMAX and GL series. With current manpower and equipment, our in-house
packaging facility has a monthly packaging capacity of approximately 25,000 units. During the Track
Record Period, the utilization rate of our in-house packaging facility was 18.9%, 69.4% and 95.3%,
respectively. In-house packaging provides us with greater process autonomy, quality control and
flexibility in new product prototyping, supported by multiple inspection checkpoints and comprehensive
process equipment. Outsourced packaging remains the predominant approach, particularly for our
flagship products, as our established production partners offer stable yields and extensive production
experience. During the Track Record Period, in terms of units, approximately 16.8%, 43.1% and 41.0%
of our products are packaged completely in-house. We maintain full control over the critical
value-added processes of sensor design, wafer testing, and final sensor testing, aligning with industry
standards for such fabless semiconductor operations.
OUR PRODUCTS AND SOLUTIONS
We have developed a comprehensive portfolio of standard products, namely our CMOS image
sensors, comprising nine major product series with over 50 standard products as of the Latest
Practicable Date. In addition, we provide customized sensor solutions when the standard off-the-shelf
products available in the market cannot meet the demanding requirements of the targeted applications.
The customized sensor solutions empower our customers, leading manufacturers in their specific areas
such as high-end industrial inspection, scientific instruments, medical or prosumer applications, to
develop their future generation products with customized CMOS image sensors.
The following diagram illustrates a collection of our product portfolio:
Our standard products and customized sensor solutions offer a diverse range of CMOS image
sensors, distinguished by large format, high resolution, high sensitivity, low noise, high frame rate, high
quantum efficiency, as well as a wide spectrum beyond the visible range. With close collaboration with
our customers and the drive for high-quality specifications, we are committed to continuous iterations
of our products leveraging our rich technology portfolio. For example, in 2024, we have introduced
more than ten new products, strategically expanding our presence in fields such as high-speed imaging
and high-end industrial inspection, achieving breakthrough advancements in CMOS sensor technology
and reaching globally leading technical standards.
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Our CMOS image sensors can be categorized by pixel arrangement into (i) area array sensors and
(ii) linear array sensors. Area array sensors feature pixels arranged in a two-dimensional matrix,
allowing them to capture a complete 2D image in a single exposure. In contrast, linear array sensors
have pixels arranged in lines and capture 2D images by scanning objects moving at a constant speed
perpendicular to the sensor’s orientation. Beyond standard offerings, we provide customized sensor
solutions tailored to specialized industry needs.
The following table sets forth our revenue breakdown by pixel arrangement during the Track
Record Period:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
CMOS Image Sensor (1) ......... 505,038 83.5 510,330 75.8 794,663 92.8
Area array sensors ............. 409,569 67.7 414,862 61.6 621,390 72.5
Linear array sensors ............ 87,169 14.4 81,790 12.2 132,625 15.5
Other components ............. 8,300 1.4 13,678 2.0 40,648 4.8
Customized Sensor Solutions ...... 98,366 16.3 162,197 24.1 61,182 7.1
Others (2) ................... 1,431 0.2 521 0.1 668 0.1
Total ..................... 604,835 100.0 673,048 100.0 856,513 100.0
Note:
(1) CMOS Image Sensors refer to our standard products.
(2) Our revenue from others during the Track Record Period includes the sale of raw materials and the provision of other
services. At the request of some customers, we occasionally sell small number of raw materials such as sockets, connectors
and packaging materials to them. Other services mainly include the testing services that we provided to customers. For the
years ended December 31, 2023, 2024 and 2025, revenue from the sale of raw materials amounted to RMB1.4 million,
RMB0.3 million and RMB0.5 million, representing approximately 0.2%, 0.1% and 0.1% of our total revenue for the
respective periods. Revenue from other services for the same periods was RMB18,645, RMB0.2 million and RMB0.1
million, respectively, each representing a negligible percentage of our total revenue. The fluctuations in our revenue from
others were driven by the change in customer demand, and the amount of our other income is expected to remain low in
the future.
The following table sets forth a breakdown of the number of our products sold during the Track
Record Period:
Year ended December 31,
2023 2024 2025
Sales volume
(thousand
units)
Average
Selling Price
(RMB per unit)
Sales volume
(thousand
units)
Average
Selling Price
(RMB per unit)
Sales volume
(thousand
units)
Average
selling price
(RMB per unit)
Area array sensors ............. 129 3,175 206 2,014 392 1,585
Optical format (1) ≤1” .......... 39 792 118 442 204 315
1” < optical format ≤ APS-C (2) .... 75 2,665 74 2,135 162 1,489
Optical format ×APS-C ........ 15 11,920 14 14,626 26 12,145
Linear array sensors ............ 84 1,038 155 528 200 663
Other components ............. 3 2,767 33 414 23 1,767
Total ..................... 216 2,338 394 1,295 615 1,292
Notes:
(1) Optical format refers to the size of an image sensor and is measured by the diagonal length of the area of the CMOS image
sensor that actually receives light.
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(2) APS-C, Advanced Photo System type-C, also known as advanced photo system-classic type, refers to a specification for
measuring the optical size of CMOS image sensors, which is generally 29.3mm when referring to the optical size of
CMOS image sensors.
Our products can also be categorized by their application scenarios, each with distinct technical
priorities and R&D focuses. Currently, the major application scenarios of our products include (i)
industrial imaging; (ii) scientific imaging; (iii) professional photography and video; and (iv) medical
imaging. Our industrial imaging solutions emphasize on market-driven optimization, where we tailor
sensors for specific industrial use cases (e.g., semiconductor inspection, high-speed production lines,
etc.), balancing speed, power efficiency, and robustness. Our scientific imaging solutions are focused on
pushing technological boundaries where we prioritize breakthrough innovations (e.g., ultra-low-light
detection) to serve advanced research and instrumentation. Our professional photography and video
solutions have core R&D focus on high dynamic range, low-light performance, and color fidelity,
enabling high-quality imaging in challenging environments. Our medical imaging solutions focus on
sensor customization for endoscopy and medical X-ray applications.
The following table sets forth our revenue breakdown by our major application scenarios during
the Track Record Period:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Industrial imaging ............. 327,524 54.2 446,550 66.3 638,980 74.6
Scientific imaging ............. 253,952 42.0 192,405 28.6 204,304 23.9
Professional photography and video .. 13,629 2.3 9,807 1.5 9,517 1.1
Medical imaging .............. — — 20,236 3.0 474 0.1
Others (Note) ................. 9,730 1.5 4,050 0.6 3,238 0.3
Total ..................... 604,835 100.0 673,048 100.0 856,513 100.0
Note: Include sales of evaluation boards, wafers and other raw materials, and provision of testing services.
The following table sets forth our gross profit and gross profit margin breakdown by our major
application scenarios during the Track Record Period:
Year ended December 31,
2023 2024 2025
Gross profit
Gross profit
margin Gross profit
Gross profit
margin Gross profit
Gross profit
margin
(RMB’000) % (RMB’000) % (RMB’000) %
Industrial imaging ............. 191,128 58.4 244,331 54.7 406,802 63.7
Scientific imaging ............. 179,725 70.8 141,421 73.5 158,691 77.7
Professional photography and video &
Medical imaging ............. 8,242 60.5 8,935 29.7 6,260 62.7
Others (Note) ................. 4,859 49.9 2,175 53.7 1,528 47.2
Total ..................... 383,954 63.5 396,862 59.0 573,281 66.9
Note: Include sales of evaluation boards, wafers and other raw materials, and provision of testing services.
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Development Milestones
Below is an illustration of our major business milestones since establishment:
In April 2015, we launched the GSENSE
series, our first BSI sCMOS image sensor
We were established in September 2012
In June 2017, we launched the GL series, an 8K
resolution linear array CMOS image sensor for
high-end industrial inspection
In May 2018, we launched the GMAX series, a
new generation of 25 MP global shutter CMOS
image sensor
In October 2020, we launched the GSPRINT
series, our first global shutter CMOS image
sensor for high-speed imaging applications
In December 2022, we launched the first
large-format, BSI, stitchable, sCMOS
image sensor
In 2022, we were awarded the National-Level Specialized,
Refined, Unique and Innovative “Little Giant” Enterprise
In January 2025, we launched the GXS series,
including our first CMOS image sensor for
disposable medical endoscopes
In March 2025, we launched the 271 MP
BSI GMAX product with ultra-high resolution
In June 2025, we launched the first two products in
GIR series, an InGaAs image sensor series enabling
short wave infrared detection
In December 2025, we introduced the 1.3-megapixel
back-illuminated global shutter high-speed CMOS
image sensor under the GSPRINT series and a large
20 μm pixel size for outstanding sensitivity under
low-light conditions with 6,400 fps, making it ideal
for demanding applications in scientific,  metrology
and various other high-speed imaging applications
In December 2025, we introduced the 24MP
back-illuminated rolling shutter CMOS image
sensor under the GMAX series with an optical size
of 1.1” , for industrial inspection
In December 2021, we launched the GCINE
series, our first ultra-high-definition CMOS
image sensor
In December 2024, we launched 8K and
16K BSI CMOS TDI image sensors
with high line rates
In 2023, we were awarded the AEO
Advanced Certification by China Customs
In May 2021, we launched the GTOF
series, our first 3D-sensing CMOS image
sensor
In November 2021, we successfully
completed the national “Core-electronics,
High-end-general-Chips, and
Infrastructural-software (৷ਿ)” major
scientific and technology project
In 2023, following our stronghold in the
high-end industrial imaging market, we
launched several area and linear array
products targeting mid-range industrial
applications
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Our Product Series
As of the Latest Practicable Date, we had developed nine series of CMOS image sensors primarily
designed for high-tech application scenarios including industrial imaging, scientific imaging,
professional photography and video and medical imaging. These sensors possess advanced features,
including large photon-sensitive surfaces, high resolution, optimized sensitivity, wide dynamic range,
low noise, high quantum efficiency, and ultra-high-speed performance. The typical product life of our
products for each of these downstream applications is five to 10 years, which is supported, to the best
of our knowledge and information, by our track record of historical product launches and the products
that remain available in the market. The below table sets forth the major features, representative
application scenarios and representative products of our CMOS image sensors based on the different
product series:
Product series Pixel arrangement Major features Major application scenarios Representative use cases
GMAX(1) Area array The GMAX is our global shutter sensor product family,
designed to take full advantage of high-speed industrial camera
interfaces while providing the performance and features
required for imaging-as-measurement applications like factory
inspection, automation, traffic monitoring and aerial mapping.
In the GMAX product family, we offer global shutter pixel
sizes ranging from 2.5 µm to 6.4 µm and resolutions from 2.4
MP to 152 MP. In 2024 we also introduced a 271 MP sensor
with 1.5 µm rolling shutter pixel for high-end industrial
inspection.
Industrial imaging and
scientific imaging
high-end industrial inspection, such as solar panel and new
energy production line inspection, machine vision, factory
automation; and barcode reading for example, in lithium battery
manufacturing, our GMAX series products are used to precisely
align multiple layers during the stacking process, detecting
alignment errors to ensure production accuracy and product
quality scientific imaging, such as astronomical observation and
scientific microscopic imaging.
GSPRINT Area array The GSPRINT is our high-speed global shutter product family,
including the 2MP, 10MP and 21MP FSI sensors, as well as the
most recent 2MP and 14MP BSI sensors.
Industrial imaging and
scientific imaging
high-speed imaging for industrial inspection and scientific
imaging where high-speed is essential; for example, in
automotive crash tests, our GSPRINT high-speed imaging
sensors record the entire collision process in detail, allowing
slow-motion playback to analyze deformation and damage for
safety improvements.
GSENSE
(2) Area array The GSENSE is a world leading sCMOS image sensor product
family, featured with correlated multiple sampling for
extremely low noise, true high dynamic range, optional BSI
technology for quantum efficiency of up to 95%, as well as
high frame rate outperform typical sCMOS image sensors and
CCD devices.
Scientific imaging scientific applications that demand extremely high image
quality; for example, our GSENSE series products are used to
photograph DNA sequence fragments, leveraging low-energy
microscopes to magnify and display living cells.
GL Linear array The GL product family comprises a wide range of horizontal
resolutions, ranging from 2k to 16k, with line rates of up to 1
MHz. These sensors feature pixel sizes of 3.5 µm, 5 µm, 7 µm,
and 14 µm, providing a comprehensive selection to suit diverse
linear array applications.
Industrial imaging industrial inspection, semiconductor inspection, DNA
sequencing, color sorting; for example, in rice grading, our GL
series products are used in color sorting machines to detect and
classify grains by color, ensuring consistent quality in food
processing.
GLUX Area array The GLUX is a BSI, scientific grade CMOS image sensor
product family combining sub-electron noise performance and
high sensitivity.
Scientific imaging ultra-low light imaging in scientific and surveillance
applications; for example, our GLUX series products enable
clear imaging in extremely dark environments by using
high-sensitivity, low-noise sensors that capture faint light
invisible to the naked eye, supporting night-time observation
and monitoring.
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Product series Pixel arrangement Major features Major application scenarios Representative use cases
GCINE Area array The GCINE is our flagship product family of products utilizing
BSI to achieve high sensitivity and wide dynamic range.
Professional photography
and video
professional photography and video applications, including 8K
broadcasting, aerial imaging with drones, and high-end 8K
video production.
GTOF Area array The GTOF is an iToF image sensor product family featuring a
5 µm 3-tap state-of-the-art iToF pixel utilizing BSI stacking
technology, offering high accuracy depth sensing and distance
measurement applications.
Industrial imaging vision guided robotics, bin picking, factory automation; for
example, in unmanned factories, forklifts equipped with our
GTOF series products detect distance and obstacles to transport
goods accurately without human operation.
GXS Area array The GXS product family is an ultra-miniature BSI image sensor
available either as sensor itself or as a camera module equipped
with wafer level optics.
Medical imaging medical endoscopy, where our GXS series products are used to
allow doctors to observe stomach ulcers or tumors and plan
appropriate treatments, offering compact size, low power
consumption, and high system integration.
GIR Linear array The GIR product series enables us to detect short wave infrared
from 0.9 µm−1.7 µm.
Industrial imaging semiconductor inspection, industrial detection, intelligent
sorting, and spectral analysis applications.
Notes:
(1) GMAX series are our Group’s top selling product series which contribute to approximately 39.6%, 35.0% and 47.8% of
our total revenue for each year during the Track Record Period, respectively.
(2) GSENSE series are our Group’s top selling product series which contribute to approximately 20.1%, 19.1% and 15.2% of
our total revenue for each year during the Track Record Period, respectively.
Development of Our Major Product Series
GSENSE was our first product series. We launched the GSENSE series in 2015 with the release of
the BSI, sCMOS image sensor GSENSE400BSI, followed by other models such as GSENSE2020BSI.
With our breakthroughs in 2D stitching technology, we subsequently introduced large-format products
in this series. The GSENSE series incorporates our proprietary technologies, including back-illuminated
processes, high-sensitivity pixels, high-dynamic-range pixels and high-dynamic-range readout circuits.
In 2018, we launched our GMAX series targeting industrial imaging applications, adopting global
shutter pixel technology and high-speed readout circuits. Our first product in this series, GMAX0505,
featured a 2.5 µm pixel size, delivered high resolution within a compact optical format with a frame
rate of 150 fps, and has been widely adopted in the industrial market. We have since expanded the
GMAX series to include products with different resolutions and sensor formats to meet market demand.
In 2017, we launched our first product in the GL series, GL0816, and subsequently introduced
other products in this series with different resolutions and pixel sizes. Since 2020, following our
breakthroughs in TDI technology, we launched TDI-enabled several GL products, offering higher line
rates and improved sensitivity.
Subsequently in 2020, we launched the GSPRINT series, which features global shutter pixels and
ultra-high frame rates, primarily for high-speed imaging. Products in this series typically achieve frame
rates in the thousands of fps, supported by our advances in sensor architecture, pixel processes and
high-speed readout circuit design.
In 2021, we introduced the GLUX series, which builds on the GSENSE mature technology with
low power consumption and video output interfaces, targeting low-light imaging and high-end security
monitoring applications. In addition, we developed the GCINE series in 2021 under the national
“Core-electronics, High-end-general-Chips and Infrastructural-software (৷ਿ)” major scientific and
technology project, through which we made advancements in architecture, pixel and process design for
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cinematic CMOS image sensors. We subsequently launched more GCINE products, which achieved
significant performance improvements and enabled us to secure customized sensor solutions projects
with leading international customers.
Customized Sensor Solutions
To meet the specialized requirements of some of industry-leading customers, we also offer
customized CMOS image sensor solutions. These tailored services encompass feasibility studies,
detailed sensor design, ceramic packaging design, electronic system development, prototype fabrication,
functional testing, and reliability verification. We are typically engaged to complete all work packages
and provide various reports (such as feasibility, detailed design and test report), as well as a PCB board
which can be used to evaluate the sensor performance as the final deliverables of the projects.
Our advanced engineering capabilities have made us a trusted partner for leading companies and
research institutions worldwide. Customized sensor solutions typically present a higher technological
barrier. We have completed multiple customized CMOS image sensor projects, addressing the needs of
the various industries, and providing customers with unique technical advantages for their targeted
applications. These engagements complement our in-house R&D, driving iterative improvements and
keeping us at the forefront of industry trends. In addition, these engagements enable early market
positioning while significantly enhancing customer loyalty. Our customized sensor solutions further
strengthen synergy with industry leaders and facilitate our expansion into new markets.
Comparing with our standard products, customized sensor solutions typically involve more
advanced technologies. They are developed when the standard products across the market cannot fulfill
the unique needs of certain customers or specialized applications. Certain technical features developed
through customized sensor solutions may be reused or integrated into other standard products. While
standard products represent the primary source of our revenue and profits, customized sensor solutions
serve as a strategic tool for our early market exploration and positioning.
Case Study
In recent years, OLED and micro-OLED represents a significant leap in display technology,
particularly for VR and AR applications. Compared to traditional LED displays, the OLED display is
becoming the preferred choice for portable VR/AR devices, because of several advantages: —(i)
ultra-fast response time, which is critical for reducing motion blur; and —(ii) higher pixel density,
which is crucial for near eye clarity and immersive experience.
The typical pixel size for OLED ranges from around 150 µm for monitors/TV displays, 50−80 µm
for smartphones/tablets, to below 10 µm for near-eye displays. As the pixel size shrinks, the
manufacturing process requires higher precision, better dust particle and contamination control. In order
to achieve reasonable yield and bring affordable displays to the market, ultra-high resolution inspection
and metrology tools for the micro-OLED production lines are in urgent demand.
Building upon these industry trends, one of our customers — a leading company in the
semiconductor, display, and new energy testing industries — evaluated a standard off-the-shelf sensor
available in the market with 250MP resolution. Seeking higher resolution, increased sensitivity, lower
noise and faster frame rate, the customer initiated a customization design enquiry to us in early 2023.
Following a feasibility study, we entered into a customization design contract with the customer in
April 2023. Subsequently, detailed technical annexes were signed after concluding further analysis of
pixel and circuitry architectures.
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In early 2025, we delivered a prototype sensor to the customer for evaluation. The sensor features
a 1.5 µm rolling shutter pixel, a resolution of 271 MP, and operates at 8.5 frames per second. Utilizing
a BSI, it achieves high sensitivity. This sensor offers state-of-the-art sensor specifications, making it
ideal for micro-OLED inspection and metrology tools.
According to the customer’s feedback, the sensor, combined with the customer’s proprietary
single-pixel luminance and color extraction algorithm, enables high precision defect inspection for the
high-resolution Micro-OLED displays available in the market. It can accurately identify defects down to
the subpixel level (1/3 dot), even in micro-displays with resolutions up to 3800×3000. The high sensor
performance, particularly ultra-low noise and high dynamic range, unlocks the possibility for detecting
and compensating low-grey-level defects.
In May 2025, the customer signed a completion certificate, officially confirming our fulfillment of
the customization design contract. This case study exemplifies how our custom design solutions address
the needs of the various industries, and provide the customer with a unique technical advantage for
their targeted applications.
Products Categorized Based on Application Scenarios
Our CMOS image sensors are widely used across various fields, currently covering four major
application scenarios, including (i) industrial imaging (ii) scientific imaging; (iii) professional
photography and video and (iv) medical imaging, with continuous expansion into other application
areas.
Industrial Imaging
Industrial imaging is widely used in various manufacturing and production lines to automate,
control, inspect, and analyze different industrial processes, such as dimensional measurement,
component alignment, robotic guidance, object recognition and sorting, and defect inspection and
detection. Industrial imaging enhances precision, throughput, efficiency, and quality control in various
industries, such as photovoltaic, new energy, semiconductor, automotive, textile, printing,
pharmaceutical, food and beverage industries. The typical applications of industrial imaging solutions
include (i) factory automation; (ii) logistic and positioning; (iii) motion capture; and (iv) industrial
inspection and metrology.
 Factory Automation: Vision-based systems are increasingly the go-to system for factory
automation, from computer vision in robots to high-speed automated optical inspection and
scanning barcodes. Our industrial portfolio offers a wide range of sensors to meet our
customers’ exacting requirements.
 Logistic and Positioning: Imaging technologies play an important role in modern logistics
and positioning systems, enabling automation, real time tracking, and efficient handling of
goods. Our industrial GMAX and GL portfolios offer a wide range of sensors to meet our
customers’ exacting requirements.
 Motion Capture: Motion Capture refers to the technology of recording and processing the
movements of people or other objects. It is widely used in entertainment, medicine, and
robotics. Fast action shooting and the ability to synchronize multiple sensors are the key to
this application. Our GMAX and GSPRINT product lines combine the characteristics of
global shutter, high frame rate, and high resolution to meet the needs of this application.
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 Industrial Inspection and Metrology: Industrial inspection and metrology rely on image
sensors as well as advanced optics, to ensure micron level accuracy defect detection and
quality assurance in advanced manufacturing, such as semiconductor and electronics, flat
panel displays, automotive, medical devices, and aerospace industry. We offer a wide
selection of sensor size/optical formats in the industrial GMAX product line, as well as a
large number of linear sensors in the GL product line.
Scientific Imaging
When a camera is required to visualize strands of DNA, zoom in on live cells using low-energy
microscopy or capture the death of a distant star in real-time, a specialized image sensor is required to
match the extreme performance requirements of the specific application. Historically, such specialized
scientific image sensors have high technical barriers which have now been addressed by our range of
CMOS image sensors, and specifically our GSENSE family. The typical applications of scientific
imaging solutions include (i) microscopy and nanoscale imaging; (ii) life sciences; (iii) astronomy; (iv)
high-speed imaging.
 Microscopy and nanoscale imaging: Advanced microscopy minimizes sample damage using
low light, requiring CMOS sensors with high sensitivity, low noise, and fast frame rates.
Nanoscale imaging requires higher resolution, larger photo-sensitive area and pixel binning
possibilities.
 Life Sciences: Image quality is of utmost importance for scientific research to achieve major
breakthroughs. Whether it is fast and accurate gene sequencing or low-light detection, it is
necessary to choose a CMOS image sensor with high frame frequency, high sensitivity, high
quantum efficiency and low readout noise. The quantum efficiency of our scientific and
back-illuminated CMOS image sensors can be comparable to that of electron-multiplying
CCD, which fully meets the requirements of image quality in the field of life science
imaging.
 Astronomy: From the exploration of the universe by scientists to the observation of the starry
sky by astronomy enthusiasts, astronomical cameras need to support ultra-long exposure
with extremely low noise. Our sensor portfolio combines the characteristics of high frame
frequency, low readout noise and high sensitivity, and can reduce the impact of dark current
noise through the superposition of multi-frame short exposure images. Our line of GSENSE
and GLUX image sensors also have high dynamic range characteristics, appealing to
astronomers and astronomy enthusiasts.
 High-Speed Imaging: Our GSPRINT line of products combines fast frame rates, short
exposure times, and high sensitivity to enable capturing instantaneous processes that cannot
be observed by human eyes. High-speed cameras enable detailed analysis of fast moving
phenomena across multiple disciplines, such as fluid dynamic analysis, biomechanics,
motion analysis, manufacturing stress testing, and automotive crash testing.
Professional Photography and Video
Image sensor requirements for professional photography and video continue to rise with growing
prevalence of high-definition screens of 4K and 8K resolutions. Combining ultra-high imaging
performance and image quality that are capable of delivering scientific and laboratory-level imaging
applications with the high frame rates required by automation and inspection systems, our range of
image sensors are ideal for professional photography and video. The typical applications of professional
photography and video solutions include (i) cinematography and streaming cameras; and (ii) still
photography.
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 Cinematography and streaming cameras: a wide variety of video productions, from
small-budget independent documentaries to Hollywood blockbusters, or from consumer
drone videography to the future live action 3D AR/VR streaming cameras, drive the demand
for sensors capable of handling massive data volumes while maintaining high image quality,
requiring at least a 40-megapixel sensor that captures 60 fps. Our GCINE sensor line meets
the rigorous demands of these applications, delivering 8K resolution at 120 fps, outstanding
dynamic range, and advanced on-chip HDR modes.
 Still photography: CMOS image sensor, key component of still photography, determines
resolution, dynamic range, low-light performance, and color accuracy. In order to achieve
high image quality, the sensor is normally processed by BSI or stacking technology, with
resolution of 30MP or higher and with optical format of 2/3 inch, 1 inch, APS-C, or
full-frame.
Medical Imaging
Many fields of medicine and related disciplines benefit from digital imaging, from diagnosing
illness to guiding interventions. Images need to be accurate, highly detailed and acquired quickly to
optimize outcomes and minimize patient discomfort. High sensitivity, low readout noise and high
dynamic range are main requirements to capture detailed information with high contrast and good
signal-to-noise ratio, helping doctors accurately diagnose conditions earlier. The typical applications of
medical imaging include (i) X-ray; and (ii) endoscopy.
 X-Ray: Compared with traditional film-based dental X-ray systems, CMOS-based systems
reduce the X-ray dose borne by patients. In addition, the captured images can be displayed
immediately with high resolution and low noise. We have been providing customized sensor
solutions for X-ray imaging applications.
 Endoscopy: Endoscopy integrates high resolution cameras modules with light source and real
time image processing to visualize internal organs and tissues for diagnosis, surgery, and
therapeutic interventions. Most image sensors for endoscopy are designed with BSI or
stacking process for dimension minimization while carefully balancing with resolution and
sensitivity. Wafer level optics may be integrated as well and provided in the form of camera
module. We have been providing customized sensor solutions using stacking process. In
addition, we also introduced the GXS series with BSI technology, in the form of image
sensor or camera module as our endeavor in medical imaging applications.
Key Technologies
Leveraging our independent R&D and industrial accumulation, we have developed a series of
proprietary key technologies protected by intellectual property rights, including global shutter pixel,
HDR pixel, high-sensitivity pixel, HDR readout circuit, low-noise circuit, high-performance ADC
circuit, high-speed readout circuit, TDI image sensor, BSI image sensor, 3D imaging sensor and 3D
wafer stacking. These innovations span pixel design, circuitry architecture, and process development.
By effectively translating these core technologies into commercial products, we have significantly
enhanced product performance, gaining strong market competitiveness.
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Below are the key proprietary technologies we possess:
# Technology Key features and functions Our product highlights Main downstream applications Key Patent
1. Global Shutter Pixel
Technology ......
The global shutter pixel is a type of image sensor pixel that captures
the entire image at one time. In contrast to a rolling shutter which
scans the image line by line and can cause bending or skewing in
fast-moving objects, the global shutter pixel is able to freeze motion
with distortion. Our global shutter pixel technology enables the core
feature of our global shutter product series: clear imaging of moving
objects, low-noise imaging, high sensitivity, high readout speed and
high dynamic range.
We have independently developed our high-speed global
shutter pixels and their control methods for signal
sampling, storage and transfer. Our product portfolio
includes global shutter sensors with pixel sizes
ranging from 2.5 µm to 6.4 µm.
Industrial imaging Please refer to items 2, 4, 5, 10 and 12
in the paragraph headed “Statutory
and General Information — B.
Further Information about our
Business — 2. Intellectual property
rights” in Appendix VI of this
prospectus.
2. HDR Pixel Technology ... Dynamic range is one of the most critical parameters of CMOS image
sensors, which defines the intensity range from the darkest shadows
to the brightest highlights that a sensor can capture in a single
frame. Our high dynamic range (“ HDR”) technology allows the
sensor to capture both very bright and very dark areas
simultaneously, unlike normal sensors without HDR that may lose
details in shadows or highlights.
Our HDR pixel technology leverages dual/multi-gain
readouts, HDR pixel designs and exposure control
techniques, achieving 90−110 dB dynamic range in a
single exposure at full resolution.
Scientific imaging Please refer to items 6 and 28 in the
paragraph headed “Statutory and
General Information — B. Further
Information about our Business — 2.
Intellectual property rights” in
Appendix VI of this prospectus.
3. High-Sensitivity Pixel
Technology ......
Our high-sensitivity pixel technology is designed to maximize the
sensor’s light-capturing efficiency. This is achieved through
optimized anti-reflective coatings and integrated light-pipe
technology.
With our high-sensitivity pixel technology, we are able
to improve image brightness and clarity, particularly
in low-light conditions.
Scientific imaging Please refer to items 23, 24, 39 and 40
in the paragraph headed “Statutory
and General Information — B.
Further Information about our
Business — 2. Intellectual property
rights” in Appendix VI of this
prospectus.
4. HDR Readout Circuit
Technology ......
Our HDR circuit technology helps readout the HDR pixel to improve
sensor performance. In addition, our on-chip data fusion technology
reduces the amount of information that needs to be processed and
transmitted, making cameras work more efficiently with less power.
This makes the overall system simpler and more energy-efficient.
With one channel readout optimized for full well, and
one channel readout optimized for sensor read noise,
we can reach both the highest full well and lowest
noise at the same time.
Scientific imaging Please refer to items 9 and 13 in the
paragraph headed “Statutory and
General Information — B. Further
Information about our Business — 2.
Intellectual property rights” in
Appendix VI of this prospectus.
5. Low-Noise Circuit Technology . Noise is a major problem that limits how well CMOS image sensors
perform in low-light situations. Our multi-sampling circuit
technology uses both analog and digital sampling methods, which
gives us great flexibility to adjust the sampling interval based on
how noise behaves at different frequencies. As a result, we can
achieve the lowest possible read noise without slowing down the
sensor’s reading speed.
Test results show read noise as low as 0.45e
− can be
achieved, making this a cornerstone of our sCMOS
image sensor series.
Scientific imaging Please refer to items 16, 22 and 26 in
the paragraph headed “Statutory and
General Information — B. Further
Information about our Business — 2.
Intellectual property rights” in
Appendix VI of this prospectus.
6. High-
Performance ADC Circuit
Technology ......
Most modern CMOS image sensors output image signal in digital
domain, where on-chip high-performance ADC circuits are critical
for image quality. Our high-performance ADC circuit technology
increases the conversion accuracy when outputting image signal
while reducing conversion time and power consumption.
Our innovative column parallel multi-clock, multi-slope
synchronous conversion method increases the ADC
conversion accuracy without extending conversion
time.
Scientific imaging Please refer to items 1, 14, 15 and 38
in the paragraph headed “Statutory
and General Information — B.
Further Information about our
Business — 2. Intellectual property
rights” in Appendix VI of this
prospectus.
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# Technology Key features and functions Our product highlights Main downstream applications Key Patent
7. High-Speed Readout Circuit
Technology ......
Our time interleaved readout technical for high-speed sensors to
address the requirement for ultra-high-speed CMOS image sensors.
By implementing multiple address pointers and readout several
consecutive rows in an interleaved way, we surpass the row time
constraints coming from pixel reset time and charge transfer time
during row readout. This enables ultra-high-speed imaging in array
sensors.
This technology is integrated to our high-speed product
series, achieving pixel readout speeds exceeding 50
Gpix/s.
Besides the image signal readout, high-speed data
interfaces are also needed to output huge amount of
converted digital data within short time period. We
developed 10 Gbps per channel high-speed serial
interface and corresponding image data transfer
protocol, to guarantee high-speed data transfer
without image data deterioration at receiving side.
Industrial imaging and
professional photography
and video
Please refer to items 8 and 18 in the
paragraph headed “Statutory and
General Information — B. Further
Information about our Business — 2.
Intellectual property rights” in
Appendix VI of this prospectus.
8. TDI Image Sensor Technology . TDI image sensor technology enables high signal-to-noise ratio
(“SNR”) imaging for fast-moving objects. It is very similar to linear
array imaging but overcomes the exposure limitation coming from
line rates, thus achieving higher SNR within the given line speed.
This feature makes TDI image sensors indispensable in life sciences,
high-resolution high-speed imaging, and industrial/semiconductor
inspection.
Our proprietary TDI innovations include large-capacity
high-charge-density pixels, ultra-fast line rates, and
anti-blooming pixel design.
Industrial imaging and
scientific imaging
Please refer to items 3, 11, 17 and 19 in
the paragraph headed “Statutory and
General Information — B. Further
Information about our Business — 2.
Intellectual property rights” in
Appendix VI of this prospectus.
9. BSI Image Sensor Technology . BSI image sensors place metal interconnect layers below
photosensitive regions, in this way quantum efficiency can be
boosted in UV and visible spectrum as photon reflection by metal
layers and absorption by dielectric layers are very much suppressed.
Through optimized anti-reflective coating design and
process improvements (e.g., etching, annealing), our
detectors can achieve full-spectrum detection from
soft X-rays, UV , visible and infrared.
Industrial imaging and
scientific imaging
Please refer to item 7 in the paragraph
headed “Statutory and General
Information — B. Further
Information about our Business — 2.
Intellectual property rights” in
Appendix VI of this prospectus.
10. 3D Imaging Sensor
Technology ......
Our 3D imaging sensor technology using shared memory unites in our
charge domain global shutter pixels can dramatically increase the 3D
accuracy in structure light applications.
For iToF, our innovative depth calculation algorithm can
extend the depth range by three times without
sacrificing depth accuracy. For pixel itself, we can
achieve <3 ns charge transfer time leading to world
class modulation clock frequency.
Industrial imaging Please refer to item 20 in the paragraph
headed “Statutory and General
Information — B. Further
Information about our Business — 2.
Intellectual property rights” in
Appendix VI of this prospectus.
11. 3D Wafer Stacking
Technology ......
The classic monolithic sensor approach integrates both the analog
pixel array and digital readout periphery onto a single IC, offering
clear advantages but also posing challenges in terms of performance
and area optimization. Enhancing the performance of pixel and
analog components may not align with optimizing digital logic
effectively. Our 3D stacking process involves bonding two wafers
together, with one typically containing the pixel and some analog
circuits and the other housing the digital logic. This approach allows
for independent optimization of each wafer layer, effectively
addressing conflicting requirements.
Our 3D stacking process inherently incorporates a BSI
pixel layer, which further enables advanced readout
and conversion rates, boosting frame or pixel rates.
Leveraging the technologies that we have accumulated
from our years of experience in the CMOS image
sensor industry and our technologies under constant
development as outlined above, we maintain a robust
product pipeline comprising both linear and area array
sensors at various development stages. Our linear sensor
products under development are primarily
custom-developed for specific customers with
well-defined applications in high-growth markets. For
area array sensors, our pipeline includes both
custom-developed products for targeted applications, as
well as standard products aiming for broad applications
across different industries.
Industrial imaging, medical
imaging and professional
photograph and video
N/A
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Apart from our leading technologies in terms of product design, we have accumulated
sophisticated experience in advanced testing infrastructure and automation, developing a in-house
testing ecosystem for CMOS image sensors. We have built leading wafer testing, full optoelectronic
validation, reliability assessment, and final sensor testing platforms, supported by equipment such as
automated sensor sorters, wafer probe stations, and thermal cycling chambers, ensuring precision,
repeatability, and stability across all validation stages.
Beyond hardware, we have developed an intelligent, platform-based data analytics system that
integrates multi-threaded testing algorithms and automated defect detection, enabling real-time,
high-throughput wafer and sensor analysis. This end-to-end automation significantly improves testing
efficiency, reduces human error, and minimizes dependence on third-party testing services, allowing us
to accelerate development cycles while maintaining uncompromising quality standards.
Leveraging the technologies that we have accumulated from our years of experience in the CMOS
image sensor industry and our technologies under constant development as outlined above, we maintain
a robust product pipeline comprising both linear and area array sensors at various development stages.
Our linear sensor products under development are primarily custom-developed for specific customers
with well-defined applications in high-growth markets. For area array sensors, our pipeline includes
both custom-developed products for targeted applications, as well as standard products aiming for broad
applications across different industries.
Our Design Process
Through continuous research and development, we have established a collaborative product design
management system. This system features vertical collaboration between our R&D and business
departments, as well as horizontal coordination among specialized R&D teams. This dynamic design
mechanism enables us to effectively address the ever-evolving technical demands, enhancing the
predictability and efficiency of development efforts.
The development process is a structured and collaborative process involving multiple departments that
transforms market insights and customer requirements into high-quality products. The development process
varies between standard products and customized sensor solutions. In particular, for standard products which
are developed primarily based on market demands, the design cycle typically spans 12–18 months. The product
marketing team defines specifications based on market research, while the sensor design team, responsible for
architecture and circuit implementation, and pixel process team, responsible for pixel optimization and
fabrication compatibility, execute the development. The system engineering team, responsible for evaluation
platform and other electronics systems such as wafer probing and sensor testing, and testing team, responsible
for performance validation and reliability qualification, ensure manufacturability and performance compliance,
while applications engineering supports customer integration. For customized sensor solutions developed based
on customers’ specifications, the project cycle typically ranges from 6 to 36 months, depending on complexity
and resource allocation. The project manager oversees end-to-end execution, coordinating between the
customer and internal teams, including the sensor design team, pixel process team, system engineering team
and testing team. Commercialization is generally accelerated since customers are deeply involved from the
outset and design-in can start just after sensor tape-out. Upon testing and validation of the deliverables in our
customized sensor solution, the customer may begin placing orders for the sensor products resulting from its
customization, with production ramping up accordingly. In such case, the income will be recognized as revenue
from the our CMOS Image Sensor category.
The development process for both types require tight collaboration across all departments, with
the project managers ensuring alignment between technical milestones and business objectives. Our
design process follows a structured, phase-gated approach that ensures every CMOS image sensor
meets the highest standards of performance, quality and market readiness. It begins with feasibility
analysis and architectural design, where product managers perform extensive market and technical
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research to define core specifications and functional requirements, which are presented for management
approval. Once approved, cross-functional teams collaborate to develop preliminary architecture
solutions and complete feasibility reports before officially initiating the design phase. The detailed
design phase encompasses architecture, pixel, circuit design, layout implementation, simulation
verification and packaging development. Each step undergoes rigorous internal reviews before tape-out,
where the sensor design transitions from concept to reality as manufacturing begins. After that, we
design ceramic enclosures and cover glass that optimize thermal performance, mechanical durability
and optical clarity. Our IC R&D engineers would then work closely with system teams to debug, and
optimize hardware and software interactions across multiple test platforms for our new product.
Verification testing follows, ensuring full functionality, reliability, and performance consistency, while
product managers prepare pre-production plans based on test outcomes. The final stage involves
reliability qualification through comprehensive testing, followed by pilot production that incorporates
feedback from quality assurance and marketing to finalize product documentation. The design process
would then concludes with a formal project review confirming readiness for full-scale production.
PRODUCTION AND PROCUREMENT
Our Fabless Model
Our Company operates under a fabless business model, which means we focus primarily on the
design, development, and sales of CMOS image sensors while outsourcing the manufacturing processes
to world-class production partners. This approach allows us to concentrate on our core competencies in
innovation and product design, while leveraging the specialized expertise of industry-leading
manufacturers for wafer fabrication, packaging, and testing. By collaborating with certified suppliers,
we ensure that our CMOS image sensors meet the highest standards of quality, reliability, and
performance.
The fabless model offers significant strategic advantages, particularly in terms of cost efficiency
and risk mitigation. By partnering with established wafer manufacturers like Tower and DB HiTek, we
avoid substantial capital expenditures and operational complexities associated with owning and
maintaining fabrication facilities. This model also allows us to benefit from the advanced technologies
and economies of scale that our suppliers bring to the table, ensuring that our CMOS image sensors
remain competitive in a rapidly evolving market.
During the Track Record Period, we primarily procured (i) photomasks and wafers, (ii)
components and parts, which mainly include ceramic package and cover glass, and (iii) outsourced
services, which mainly include outsourced packaging services.
The production timeline under this model is highly efficient. The fabrication of wafers typically
takes three to nine months, depending on the process complexity. Afterwards, the wafers are tested
in-house and then transported to assembly houses for packaging, which requires approximately 20 to 60
days, depending on the complexity and volume of the order. The average duration of the our production
cycle, from procurement of raw materials to delivery of finished goods ranges from four to 12 months.
Throughout the entire process, we maintain close collaboration with our suppliers to monitor quality,
address any technical challenges, and ensure timely delivery.
With respect to our protection of intellectual property rights in relation to foundry suppliers, we
have signed non-disclosure agreements (“ NDAs”) with each of them. The information we provide,
including design files, process requirements, and know-how, is protected under these NDAs. In
addition, our foundry partners are pure-play foundries that focus solely on manufacturing wafers
designed by their customers, and they will not use our information to produce sensor products for
themselves.
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Selection of Suppliers
To standardize the selection process for our suppliers, we have policies and procedures in place
that provide for general principles and standards for selection, and the procedures for identifying and
evaluating suppliers. Our supply chain and quality assurance team will manage suppliers based on these
internal policies, including the confirmation of production processes and manufacturing technologies,
the confirmation of special production requirements for different products, as well as the confirmation
of production capacity and production priority. We will periodically require suppliers to provide full
material declarations or ingredient lists for the products they supply.
We currently work primarily with Tower and DB HiTek as our foundry suppliers, and we are
actively exploring domestic alternatives as part of our long-term strategy to enhance supply chain
security and reduce potential geopolitical risks. During the Track Record Period, we had a few projects
taped-out with domestic foundries. Tower is a global leader in specialty processes, offering a broad
range of advanced analog technologies tailored to meet its customers’ specifications. To fully leverage
our sensor design capabilities and achieve higher performance metrics, we need to work closely with
our foundry partners, such as Tower.
We consider that there are other alternative foundry suppliers offering comparable quality and
prices in the market, and that we do not have any material reliance on the two suppliers. Nevertheless,
to mitigate our risks exposure to any material adverse changes to, or termination of, the relationship
with Tower, we have been cooperating with DB HiTek since late 2022, with several products already in
stable mass production. In parallel, we have established partnerships with domestic foundries, where
trial production has been completed and mass production is about to commence. These arrangements
are intended to mitigate risks of over-reliance on overseas foundries, such as potential supply
disruptions caused by force majeure events, industry-wide capacity shortages due to strong demand, or
geopolitical and trade frictions that could lead to strained relationships or even supply termination. By
diversifying our foundry partners, including establishing qualified domestic alternatives at comparable
cost, we ensure continuity of supply and reduce our exposure to material adverse changes in our
relationship with Tower.
Photomasks and Wafers
A photomask is a plate, typically made of quartz or glass, that contains microscopic patterns used
in the photolithography process during wafer manufacturing. It serves as a template to transfer our
circuit design onto wafers with high precision. We procure photomasks, as well as wafers manufactured
with these photomasks, from our foundry suppliers.
Other Raw Materials, Components and Parts
Other raw materials, components and parts mainly include ceramic package and cover glass.
During the packaging process, CMOS sensor is mounted inside ceramic package and cover glass.
Ceramic package offers high-level protection against environmental stresses, making it ideal for
applications demanding high performance, durability, and resistance to heat and moisture. The cover
glass is mounted above the sensor surface to provide protection against dust, moisture, and mechanical
damage. During the Track Record Period, we procured ceramic packages and cover glass from major
component manufacturers including Kyocera and others.
Outsourced Services
In cases where we engage outsourced assembly service providers to perform sensor assembly, the
wafers are shipped to assembly houses for packaging after they are manufactured and in-house tested.
In addition, we engage qualified testing service providers to conduct certain reliability and performance
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tests on our sensors, including failure analysis and reliability tests. We maintain standardized control
over both in-house and outsourced testing, covering test plan confirmation, data review and result
acceptance, to ensure consistency with our product quality standards. Other outsourced services include
reliability testing services, microlens array and color filter processing on wafers, BSI wafer processing,
failure analysis services, and outsourced PCB manufacturing.
Salient Terms
Photomasks and wafers
During the Track Record Period, we placed purchase orders of photomask sets and wafers with
our foundry suppliers. The salient terms of our purchase orders with foundry suppliers are set out
below:
 Pricing . Photomask sets pricing and wafer pricing mainly depend on the wafer
manufacturing process details, design complexity, as well as the number of lithography
layers. The price of both photomasks sets and wafer are in line with prevailing market rates.
 Payment and credit term . Payment terms for photomask sets and prototype-lot wafers are in
advance, and the payment terms for wafers are ranging from prepayment to net 60 days.
 Exclusivity . Since the foundry manufactures photomask sets based on our sensor design, and
the wafers are manufactured using the photomask sets, we have exclusivity rights on both
the photomask sets and the wafers fabricated using it.
 Non-Disclosure . We have entered into non-disclosure agreements with our foundry suppliers.
Outsourced services
During the Track Record Period, we entered into framework agreements with outsourced
packaging service providers and then placed orders under the framework agreement to procure
packaging services. The salient terms of our framework agreements and orders with packaging suppliers
are set out below:
 Duration . The duration of the framework agreements with packaging suppliers is typically
one year, subject to automatic renewal unless either party provides a two-month notice of
termination prior to the end of the contract term.
 Pricing . We negotiate the price for each order with packaging suppliers, with reference to
prevailing market rates.
 Payment and credit term . We typically settle with packaging suppliers on a monthly basis
and we are required to pay them within 30 days upon receipt of invoices.
 Non-Disclosure . Unless it is necessary for the performance of the framework agreements and
purchase orders, the packaging supplier shall not disclose to any third parties any
confidential information obtained from us.
WAREHOUSING, LOGISTICS AND INVENTORY MANAGEMENT
Warehousing and Logistics
We mainly operate one warehouse in Changchun and one warehouse in Japan via qualified
third-party service provider for storing raw materials, work-in-progress and finished products. We
engage qualified third-party logistics service providers for delivery services. Regarding high value
shipments, we also have goods-in-transit insurance which protects us from risks associated with
transportation. We select warehousing, logistics service and insurance providers based on their
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reputation, scale of operations, track record and price. We evaluate service providers periodically on
their compliance and performance to ensure smooth delivery of products to customers. To the best of
our knowledge, all the warehousing, logistics service and insurance providers are Independent Third
Parties.
Inventory Management
We pay attention to our inventory health, assigning dedicated staff to provide management with
regular reports on the status of inventory. We take inventory level into consideration when formulating
procurement plans.
Our inventories mainly include finished goods held for sale in the ordinary course of business,
work-in-progress and raw materials and supplies to be consumed in production. During the Track
Record Period, our inventory turnover days was 559, 436 and 412 days, respectively. In light of our
relatively long raw material procurement cycle of two to eight months and production cycle of two to
five months, we have implemented various measures to ensure effective inventory management: (i)
regularly monitoring inventory quantities and storage conditions; (ii) adjusting raw material
procurement or pull-in/push-back material delivery based on the weekly-updated sales orders, as well as
monthly-updated sales forecasts for the next 12 months; (iii) on the biweekly-held production meeting,
the production team and demand planning team review the wafer test, assembly and sensor final test
status, arranging our internal and external production priorities; and (iv) performing financial analysis
on the balance and age of inventory on a monthly basis. We believe these measures enable us to
maintain stable and healthy inventory level that is commensurate with our business. For details, please
see “Financial Information — Discussion of Certain Key Consolidated Statements of Financial Position
Items — Inventories” in this prospectus.
SALES AND MARKETING
We have established a robust brand reputation and significant industry influence through
sustained, comprehensive, and in-depth collaborations with top-tier companies across diverse
application areas. Our “Gpixel” brand has an established reputation for over 10 years.
As of December 31, 2025, we have an experienced and highly trained sales and marketing team,
comprising 13 business development personnel and nine sales and customer service personnel
worldwide. Our marketing and sales team is globally located, covering the PRC, Europe, Japan, South
Korea, etc. Our global sales and marketing team consistently takes a customer-centric marketing
approach to build and expand our business relationships. By collecting direct feedback from customers,
we gain valuable insights that drive our business and operational strategies forward. We formulate
targeted marketing strategies and organize a variety activities, including exhibitions, workshops,
conferences, and customer visits, to meet our business promotion needs and enhance our brand
awareness.
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Geographical Analysis
We have customers situated across the Chinese Mainland, Europe, Japan, South Korea, among
others. We derived approximately 70.2%, 74.0% and 77.1% of our total revenue from the customers
located in the Chinese Mainland for each of the three years ended December 31, 2025. The table below
sets out a breakdown of our revenue by reference to the geographical locations of our customers for the
years indicated:
For the year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Chinese Mainland ............. 424,367 70.2 497,844 74.0 659,968 77.1
Europe (1) ................... 73,760 12.2 69,658 10.3 84,898 9.9
Japan ..................... 32,592 5.4 34,434 5.1 30,495 3.6
Canada .................... 32,724 5.4 25,327 3.8 30,827 3.6
South Korea ................. 8,910 1.5 23,111 3.4 20,793 2.4
U.S. ...................... 19,141 3.2 16,995 2.5 23,411 2.7
Others (2) ................... 13,341 2.1 5,679 0.8 6,121 0.7
Total ..................... 604,835 100.0 673,048 100.0 856,513 100.0
Notes:
(1) Germany, the U.K. and the Netherlands are our major markets in Europe.
(2) Include Hong Kong, Israel, Taiwan and other countries/regions.
Sales Channels
Our products are sold primarily through direct sales. The table below sets out a breakdown of our
revenue in both absolute amount and percentage of our total revenue by sales channel for the periods
indicated:
For the year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Direct sales ................. 570,688 94.4 647,692 96.2 827,827 96.7
Distribution ................. 34,147 5.6 25,356 3.8 28,686 3.3
Total ..................... 604,835 100.0 673,048 100.0 856,513 100.0
In addition, the table below sets out a breakdown of gross profit and gross profit margin by sales
channel for the periods indicated:
For the year ended December 31,
2023 2024 2025
Gross profit
Gross profit
margin Gross profit
Gross profit
margin Gross profit
Gross profit
margin
(RMB’000) (%) (RMB’000) (%) (RMB’000) (%)
Direct sales ................. 358,404 62.8 378,051 58.4 549,777 66.4
Distribution ................. 25,550 74.8 18,811 74.2 23,504 81.9
Total ..................... 383,954 63.5 396,862 59.0 573,281 66.9
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Customer Movement and Retention Rate
For the year ended December 31,
2023 2024 2025
Number of customers at the beginning of the period ......... 302 384 528
Number of new customers for the period ................. 187 255 199
Net increase (or decrease) in number of customers for the
period ......................................... 82 144 14
Number of customers at the end of the period .............. 384 528 542
Retention rate (1) ................................... 65.2% 71.1% 65.0%
Notes:
(1) Customer retention rate is calculated by subtracting the number of new customers for the period from the total customers
at the end of a period, divided by the number of customers at the beginning of the period.
Direct Sales
During the Track Record Period, we primarily sold to direct sales customers, many of whom were
industry-leading enterprises with strict quality standards, long product validation cycles and high entry
barriers. In 2023, 2024 and 2025, revenue from direct sales amounted to RMB570.7 million, RMB647.7
million and RMB827.8 million, respectively, representing 94.4%, 96.2% and 96.7% of our total revenue
for the respective years.
We adopt direct sales due to the complexity of our product’s technical specifications, particularly
for the CMOS image sensors we offer along with customized sensor solutions. Promoting these
products require a high level of technical understanding for both our products, as well as the customers’
requirements. Given that the industry is relatively concentrated and our customers are highly
specialized, our customers typically approach us directly when they have specific needs. In addition,
the adoption of direct sales enables us to precisely understand and respond to customer requirements,
allowing us to offer tailored products and services that meet our customers’ specific needs.
Salient Terms
We enter into direct sales agreements with our customers for our standard products and service
agreements with our customers for customized sensor solutions. The salient terms with our customers
for our standard products during the Track Record Period are set forth below:
 Duration . The direct sales agreement for our standard products typically has no fixed term.
 Pricing policy . We sell our standard products to direct sales customers at mutually agreed
price levels.
 Payment and credit term . The payment is due when customers confirm acceptance of our
standard products. The credit period to our customers varies from 30 days to 60 days from
the date of delivery.
 Logistics . We are typically responsible for delivering our standard products to locations
designated by our direct sales customers.
 Return arrangements . Product returns are generally not permitted, except in cases of verified
defects in manufacture, materials, or workmanship. In such cases, our obligation shall be
limited, at our sole discretion, to replacing, repairing, or providing credit for the defective
product.
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 Termination. Our delays in delivery exceeding two weeks entitle the customer to terminate,
in which case we refund any advance payment without further liability. If the customer
terminates after payment, a return fee of 20% applies if preparation has not begun, or 30% if
it has; we may deduct any additional costs from the advance payment and refund the
balance.
The salient terms with our customers for our customized sensor solutions during the Track Record
Period are set forth below:
 Duration . The term of agreements for customized senor solutions is based on the expected
term of the sensor development project.
 Pricing policy . We provide our customization services to direct sales customers at mutually
agreed price levels, some of which include price adjustment terms. For example, we may
negotiate price adjustments with customers if market factors lead to increases in the cost of
raw materials or services, or apply different contract prices under various pre-agreed
scenarios.
 Payment and credit term . The payment is typically made in progress-based instalments. The
credit period to our customers varies from 10 days to 15 days.
 Exclusivity . Varying degrees of exclusivity may apply, such as restrictions on sales to
original customization customers’ competitors, or permitting sales after a number of years
from the completion of the customization projects. If the agreement does not contain an
exclusivity clause, the product may be offered to any customers.
 Intellectual Property . Each party retains all IP it has independently developed. We grant our
customer a license to use the IP we own for its own applications. No additional royalty fees
are payable by our customer when they sell the resulting devices.
 Confidentiality . Each party shall maintain the confidentiality of the information for typically
two or three years from the end of contractual relationship.
 Termination . Both parties are entitled to terminate the agreement upon the other party’s
unremedied breaching.
During the three years ended December 31, 2025, subsequent product sales contribution from
customized sensor solutions with full exclusivity amounted to approximately 2.2%, 1.2% and 0.9% of
the total revenue, respectively.
Distribution
While sales through distributors account for a relatively small portion of our revenue, we have
adopted a distributorship model, where our role in relation to the distributors is as a seller/buyer. We
sell various types of our standard products, as well as other components and raw materials to our
distributors. The distributorship approach allows the rapid establishment of regional sales networks and
enhances our market penetration.
As of December 31, 2023, 2024 and 2025, we had ten, six and four distributors, respectively. For
the three years ended December 31, 2025, revenue from distributors amounted to RMB34.1 million,
RMB25.4 million and RMB28.7 million, representing 5.6%, 3.8% and 3.3% of our total revenue for the
respective periods.
During the Track Record Period, some of our distributors were trading companies, with whom we
did not enter into distribution agreements. We do not have control over these trading companies as we
do not impose any pricing instruction, minimum purchase requirement or sales target.
Distributors other than trading companies are required to adhere to our pricing structure, with the
distribution agreements in place to define the sales prices. Most of these distributors purchase from us
on behalf of and in accordance with the request of their customers, who only accept the transactions
through established channels. To ensure effective management, we require these distributors to report
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periodically for sales and forecast of existing customers, which enables us to promote and monitor
actual sales, and mitigate risks among distributors. We also prohibit distributors from approaching
direct sales customers without our permission or approaching end customers registered with other
distributors, as enforced through distribution agreements.
We select distributors based on a comprehensive set of criteria, including their experience in the
imaging industry, customer base, technical capabilities, financial conditions and alignment with our
marketing needs. Distributors are not exclusively engaged to sell our products, and during the Track
Record Period and up to the Latest Practicable Date, we have had no material unresolved disputes or
lawsuits with them.
We believe the risk of channel stuffing is effectively mitigated due to factors inherent in our
business model and relationships with the distributors. We generally do not allow product returns
except in cases of quality issues. Similarly, we do not buy back products from distributors unless
because of quality issue or force majeure. As a result, our distributors are responsible for the risks of
their inventories and are disincentivized to hold on to products they cannot sell.
To the best of our knowledge, all of our distributors are Independent Third Parties. The
distributors are not connected to any of our Company, its subsidiaries, their shareholders, directors,
senior management or any of their respective associates. To the best of our knowledge, none of our
distributors engaged sub-distributors for the distribution of our products during the Track Record
Period.
Salient Terms
We enter into distribution agreements with three major distributors, who then place orders under
these agreements to procure our products. The salient terms with the three distributors during the Track
Record Period are set forth below:
 Duration . The distribution agreement is effective after signed by both parties, and shall
continue to be effective for a period of two years or three years unless terminated by either
party. The agreements may be automatically renewed.
 Minimum purchase requirement . There is no minimum purchase requirement or minimum
sales target under the distribution agreement.
 Pricing . The selling price of the product to the distributor is normally at 10% discount or
less of the product’s catalog price. The price to the end customer should be at 100% −105%
of our catalog price.
 Payment and credit terms . 30 days from the date of invoice, or full payment in advance.
 Exclusivity . The distribution agreement is non-exclusive for the targeted territory.
 Warranty . 12-18 months from the delivery of the products.
 Title and Risk of loss . Title to the products and risk of loss shall transfer to the distributor
upon shipping of the products.
 Confidential Information . Neither party shall disclose to any third party any information
disclosed by the other party, unless otherwise instructed or consented in writing. Either party
shall strictly management the confidential information with due care and disclose such
information to its officers and employees on a strict need-to-know basis.
 Termination . In case one party is insolvent, compulsory liquidation, dissolution, bankrupted,
or ceases to function or conduct its operation in the normal course of business, or merged
into, acquired by, or consolidated with, or defaults on any terms of the distribution
agreement and does not remedy such default within 30 days, the other party may terminate
this agreement in whole or in part, immediately by written notice to the defaulting party.
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Movement of distributors (including trading companies)
The below table sets forth the movement of our distributors (including trading companies) during
the Track Record Period.
For the year ended December 31,
2023 2024 2025
Number of distributors (including trading
companies) at the beginning of the period .. 81 0 6
Number of new distributors (including
trading companies) for the period ........ 521
Number of distributors (including trading
companies) which ceased business
relationship for the period ............. 363
Net increase (or decrease) in number of
distributors (including trading companies)
for the period ...................... 2 (4) (2)
Number of distributors (including trading
companies) at the end of the period ...... 1 064
According to Frost & Sullivan, it is in line with market practice to deal with distributors and
trading companies in the CIS industry. In the three years ended December 31, 2025, we maintained
stable business relationships with our major distributors under distribution agreements, and none of
such agreements were terminated, and we terminated business relationship with three, six and three
trading companies, respectively, mainly due to changes in the procurement of these trading companies.
During the Track Record Period, we did not terminate relationship with any distributors due to any
material breach of the terms of sales agreements.
OUR CUSTOMERS
Our products are utilized by customers across various industries, including industrial imaging,
scientific imaging, professional photography and video, and medical imaging. For instance, in industrial
imaging, which is a widely used in various applications ranging from consumer electronics
manufacturing, new energy production like lithium batteries and photovoltaic panels, semiconductor
front-end and back-end processes, logistics production line automation, to FPD defect detection, we
have maintained a leading supply share with Hikrobot who is a key player in the industrial imaging.
The collaborations with Hikrobot have not only solidified our market leadership but also provided us
with invaluable feedback to continuously optimize our products and services.
Given the long product lifecycle and the high demand for product stability, we work closely with
our customers during the R&D and design phases to ensure smooth technical integration. The technical
complexity of CMOS image sensors, which needs in depth knowledge of optics, semiconductor physics,
analog and mixed signal design, as well as the ability to balance factors such as pixel size versus
optical performance, image quality versus frame rate, etc, creates significant technological barriers. As
a result, there are relatively few companies globally that specialize in CIS design. With our strong
technical capabilities and excellent service, we can accurately identify customer needs from the outset,
deeply penetrate target markets, and collaborate with industry leading customers to develop high-quality
products that meet their specific requirements.
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Customer service lies at the core of our competitive edge. We offer professional technical support
and consulting services to ensure our customers achieve the best possible experience throughout the
product lifecycle, thereby enhancing customer loyalty. Leveraging our optimized service provided to
our customers, we have successfully secured partnerships with renowned domestic and international
customers over the years.
Pricing
We price our standard products based on a variety of factors, including: (i) the costs of relevant
products, which encompass production, R&D expenses and operational costs, and may vary depending
on the type of products (ii) customer demand, and (iii) the competitive landscape, which takes into
account our strengths and weaknesses relative to our competitors, their pricing strategies and our
customers’ cost sensitivity. Once we set the base prices according to these factors, we also offer volume
pricing or bulk pricing discounts to our customers, so that as they purchase more they would pay a
lower per unit price.
With respect to the Group’s pricing policy for customized sensor solutions, given the variations in
project scope, workload, design complexity, process standards, customer budget, expected future orders,
and the level of competition in the market, the Group generally provides its quotation for a customized
project based on the specific requirements.
Major Customers
Revenue generated from our top five customers in each year during the Track Record Period
amounted to approximately RMB276.7 million, RMB225.9 million and RMB347.8 million, representing
approximately 45.8%, 33.5% and 40.7% of our total revenue for the respective year. Revenue generated
from our largest customer in each year during the Track Record Period amounted to RMB110.1 million,
RMB101.0 million and RMB142.3 million, representing approximately 18.2%, 15.0% and 16.6% of our
total revenue for the respective year.
Our customers mainly include camera manufacturers and OEMs, research institutes and instrument
producers that are working in the field/application of industrial imaging, scientific imaging,
professional photography and video, medical imaging, as well as distributors and trading companies.
Our customers engage us for CIS production as they are specialized in imaging hardware, firmware,
software, or system integration, and are lack the in-house expertise for designing CIS.
In general, we contract directly with research institutions. When these research institutions
procure standard products, we sell and deliver standard products, in the same manner as we do with
other standard product customers. In cases where the research institutions engage us for customized
sensor solution, we conduct feasibility studies, custom design image sensor, perform testing and deliver
sensor prototype, consistent with that for other customization customers.
During the Track Record Period and up to the Latest Practicable Date, we did not experience any
material breach of the contracts with our customers, nor did we have any material disputes with our
customers.
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For the year ended December 31, 2023:
Ranking Customer Background of the customer
Transaction
amount
% of total
revenue Nature of revenue
Method of
settlement Credit terms
Year of
commencement of
business
relationship with
our Group
RMB’000 %
1 Customer Group A (1) ..... Customer Group A comprises (a) UP
OPTOTECH, (b) CIOMP and (c) a
fellow subsidiary of UP OPTOTECH.
The paid-up capital of UP
OPTOTECH and its fellow subsidiary
is RMB240 million and approximately
RMB14.7 million, respectively. UP
OPTOTECH is listed on Shenzhen
Stock Exchange with stock code
002338.SZ.
110,118 18.2 Sales of products
and development
services
Bank transfer Standard products: Advance payment of
up to 100%, remaining balance (if
any) on a credit term of 7 or 30 days
Customized sensor solutions: Payments
by phase as 10 or 30 days after
signing contract and 10 or 30 days
upon completion of each stage work
2012
2 Customer Group B ...... Customer Group B comprises three
entities incorporated in the PRC, with
paid-in capital of RMB720 million,
RMB300 million and RMB100
million, respectively. Customer Group
B mainly engages in machine vision
and mobile robotics.
69,322 11.5 Sales of products Bank transfer/Bank
Acceptance Bill
30 days after receipt of invoice 2018
3 Customer C ......... Customer C is incorporated in the PRC
with paid-in capital of approximately
RMB55.6 million, and mainly engages
in machine vision and mobile
robotics, providing products and
solutions for intelligent manufacturing
and intelligent logistics in the PRC.
52,487 8.7 Sales of products Bank transfer/Bank
Acceptance Bill
30 days after receipt of invoice 2018
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Ranking Customer Background of the customer
Transaction
amount
% of total
revenue Nature of revenue
Method of
settlement Credit terms
Year of
commencement of
business
relationship with
our Group
RMB’000 %
4 Customer and Supplier E (2) .. Customer and Supplier E is incorporated
in Japan with registered capital of
JPY490 million and mainly engages in
the import and export, warehousing
and sales of semiconductors,
electronic components, modules and
finished products, and provision of
services such as sensor packaging in
Japan.
23,416 3.9 Sales of products Bank transfer 30 days after receipt of cargo; net 30
days
2016
5 Customer Group F ...... Customer Group F comprises a
subsidiary of Customer F. Customer F
is incorporated in Canada with
registered capital of approximately
USD46.9 million. Customer Group F
mainly engages in digital imaging,
instrumentation, aerospace and
defense electronics and engineered
systems in Netherlands, Canada and
U.S.
21,381 3.5 Sales of products Bank transfer Net 60 days; 60 days after receipt of
invoice
2016
Total 276,724 45.8
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For the year ended December 31, 2024:
Ranking Customer Background of the customer
Transaction
amount
% of total
revenue Nature of revenue
Method of
settlement Credit terms
Year of
commencement of
business
relationship with
our Group
RMB’000 %
1 Customer Group B ...... Customer Group B comprises three
entities incorporated in the PRC, with
paid-in capital of RMB720 million,
RMB300 million and RMB100
million, respectively. Customer Group
B mainly engages in machine vision
and mobile robotics.
100,989 15.0 Sales of products
and development
services
Bank transfer/Bank
Acceptance Bill
Standard products: 30 days after receipt
of invoice
Customized sensor solutions: Payments
by phase as 10 days after signing
contract and 10 days upon completion
of each stage work
2018
2 Customer Group A ...... Customer Group A comprises (a) UP
OPTOTECH, (b) CIOMP and (c) a
fellow subsidiary of UP OPTOTECH.
The paid-up capital of UP
OPTOTECH and its fellow subsidiary
is RMB240 million and approximately
RMB14.7 million, respectively. UP
OPTOTECH is listed on Shenzhen
Stock Exchange with stock code
002338.SZ.
39,946 5.9 Sales of products
and development
services
Bank transfer Standard products: Advance payment of
up to 100%, remaining balance (if
any) on a credit term of 7 or 30 days;
full payment upon acceptance;
Customized sensor solutions: Payments
by phase as 10 or 90 days after
signing contract and 10 or 90 days
upon completion of each stage work
2012
3 Customer G
(4) ........ Customer G is incorporated in the PRC
with paid-in capital of RMB122.9 and
mainly engages in the research and
development, production, and sales of
high-end semiconductor testing
equipment and core components in the
PRC.
29,895 4.4 Sales of products
and development
services
Bank transfer Standard products: 100% advanced
payment;
Customized sensor solutions: 5 or 10
days after signing contract, 5 or 10
days upon completion of each stage
work
2022
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Ranking Customer Background of the customer
Transaction
amount
% of total
revenue Nature of revenue
Method of
settlement Credit terms
Year of
commencement of
business
relationship with
our Group
RMB’000 %
4 Customer Group H (3) ..... Customer Group H comprises three
entities incorporated in the PRC with
paid-in capital of RMB12.1 million,
RMB1.3 million and RMB900,000,
respectively. Customer Group H
mainly engages in the research and
development, manufacturing, and sales
of high-end scientific cameras in the
PRC.
28,211 4.2 Sales of products
and development
services
Bank transfer Standard products: Upon delivery of
goods;
Customized sensor solutions: 10 days
after signing contract, 10 days upon
completion of each stage work
2014
5 Customer Group F ...... Customer Group F comprises a
subsidiary of Customer F. Customer F
is incorporated in Canada with
registered capital of approximately
USD46.9 million. Customer Group F
mainly engages in digital imaging,
instrumentation, aerospace and
defense electronics and engineered
systems in Netherlands, Canada and
U.S.
26,851 4.0 Sales of products Bank transfer 60 days after receipt of invoice 2016
Total 225,892 33.5
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For the year ended December 31, 2025:
Ranking Customer Background of the customer
Transaction
amount
% of total
revenue Nature of revenue
Method of
settlement Credit terms
Year of
commencement of
business
relationship with
our Group
RMB’000 %
1 Customer Group B ...... Customer Group B comprises three
entities incorporated in the PRC, with
paid-in capital of RMB720 million,
RMB300 million and RMB100
million, respectively. Customer Group
B mainly engages in machine vision
and mobile robotics.
142,298 16.6 Sales of products Bank transfer/Bank
Acceptance Bill
Standard products: 30 days after receipt
of invoice or goods
2018
2 Customer C ......... Customer C is incorporated in the PRC
with paid-in capital of approximately
RMB55.6 million, and mainly engages
in machine vision and mobile
robotics, providing products and
solutions for intelligent manufacturing
and intelligent logistics in the PRC.
73,346 8.6 Sales of products Bank transfer/Bank
Acceptance Bill
30 days after receipt of invoice 2018
3 Customer Group H
(3) ..... Customer Group H comprises three
entities incorporated in the PRC with
paid-in capital of RMB12.1 million,
RMB1.3 million and RMB900,000,
respectively. Customer Group H
mainly engages in the research and
development, manufacturing, and sales
of high-end scientific cameras in the
PRC.
57,840 6.8 Sales of products
and development
services
Bank transfer Standard products: Upon delivery of
goods net 30 days;
Customized solutions: 100% prepayment
within 10 days of contract signing;
100% payment within seven working
days after receipt of invoice; 60%
prepayment after contract signing,
with the remaining balance of 40%
upon delivery of products/services net
30 days
2014
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Ranking Customer Background of the customer
Transaction
amount
% of total
revenue Nature of revenue
Method of
settlement Credit terms
Year of
commencement of
business
relationship with
our Group
RMB’000 %
4 Customer I (5) ........ Customer I is incorporated in the PRC
with paid-in capital of approximately
RMB122.2 million, and mainly
engages in manufacturing and sales of
core automation components in the
PRC, including but not limited to
vision systems, industrial cameras,
smart barcode readers and 3D sensors.
40,018 4.7 Sales of products Bank transfer/Bank
Acceptance Bill
Payment shall be settled by the end of
the month in which the invoice is
received; 30% payment in advance,
70% payment on net 30 days
2021
5 Customer Group F ...... Customer Group F comprises two
subsidiaries of Customer F. Customer
F is incorporated in Canada with
registered capital of approximately
USD46.9 million. Customer Group F
mainly engages in digital imaging,
instrumentation, aerospace and
defense electronics and engineered
systems in Netherlands, Canada and
U.S.
34,286 4.0 Sales of products Bank transfer 60 days after receipt of invoice 2016
Total 347,788 40.7
Notes:
(1) Customer Group A was an overlapping customer and supplier during the Track Record Period. See “— Overlapping Customers and Suppliers” in this sect ion. Customer Group
A comprises (a) UP OPTOTECH, (b) CIOMP and (c) a fellow subsidiary of UP OPTOTECH. Each of UP OPTOTECH and its associates is our connected person.
(2) Customer and Supplier E was an overlapping customer and supplier during the Track Record Period. See “— Overlapping Customers and Suppliers” in th is section.
(3) Customer Group H was an overlapping customer and supplier during the Track Record Period. See “— Overlapping Customers and Suppliers” in this sect ion.
(4) Dr. Zhang holds less than 1% shareholding interest in Customer G as of the Latest Practicable Date.
(5) Customer I was an overlapping customer and supplier during the Track Record Period. See “— Overlapping Customers and Suppliers” in this section.
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To the best knowledge of our Directors, save for Customer Group A, none of our Directors, their
associates or any of our current Shareholders (who, to the knowledge of our Directors, own more than
5% of our share capital) had any interest in our top five customers in each year during the Track
Record Period that are required to be disclosed under the Listing Rules.
Project Backlog
Project backlog and new contract sum
Project backlog represents an estimate of the remaining aggregate contract sum of our customized
sensor solution projects as at each of December 31, 2023, 2024 and 2025. For details, please refer to
the section headed “Risk Factors — Risks relating to our business and industry — Backlog is subject to
unexpected adjustments and cancelations and, therefore, may not be indicative of our future results of
operations” in this prospectus. During the Track Record Period and up to the Latest Practicable Date,
none of our backlog projects is cancelled or is expected to be cancelled. New contract sum represents
the aggregate contract sum of projects undertaken by us during a specified period. The following table
sets forth the movement in the aggregate contract sum of backlog of our projects during the Track
Record Period and up to February 28, 2026:
For the year ended December 31,
For the
period from
January 1,
2026 to
February 28,
20262023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Opening aggregate contract sum of backlog .... 178,737 233,298 141,882 270,757
Add: new projects contracted .............. 152,927 70,781 190,057 29,125
Less: revenue recognised ................. 98,366 162,197 61,182 —
Closing aggregate contract sum of backlog .... 233,298 141,882 270,757 299,882
Notes:
(1) During the Track Record Period and up to February 28, 2026, the number of completed or ongoing material projects was
20. Majority of the projects are relating to R&D of CIS for industrial imaging. No product was sold in these projects.
The following table sets forth the details of material completed and ongoing projects as of
February 28, 2026:
No. Type of relevant products Application scenario
1. Large-format Area array CMOS image sensor .................. Scientific imaging
2. Ultra-large-format Area array CMOS image sensor .............. Scientific imaging
3. Back-illuminated Linear array CMOS image sensor ............. Industrial imaging
4. 3D high-speed Area array image sensor ...................... Industrial imaging
5. Extra-small Area array CMOS image sensor ................... Medical imaging
6. Back-illuminated Linear array CMOS image sensor ............. Industrial imaging
7. linear array CMOS image sensor ........................... Industrial imaging
8. Ultra-high-speed Area CMOS array image sensor ............... Industrial imaging
9. Area array CMOS image sensor ............................ Professional video and
photography
10. Large-format, stacked Area array CMOS image sensor ........... Industrial imaging
11. High-speed linear array CMOS image sensor .................. Industrial imaging
12. High-speed linear array CMOS image sensor .................. Industrial imaging
13. High-speed linear array CMOS image sensor .................. Industrial imaging
14. Area array CMOS image sensor ............................ Industrial imaging
15. High-speed linear array CMOS image sensor .................. Industrial imaging
16. High speed linear array CMOS image sensor .................. Industrial imaging
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No. Type of relevant products Application scenario
17. Area array CMOS image sensor ............................ Industrial imaging
18. Linear array CMOS image sensor .......................... Industrial imaging
19. Linear array CMOS image sensor .......................... Industrial imaging
20. High-speed linear array CMOS image sensor .................. Industrial imaging
Loss-making Projects during the Track Record Period
For each year during the Track Record Period, we recorded seven, six and four loss-making
projects, incurring a total loss of approximately RMB2.9 million, RMB16.4 million and RMB6.3
million for the corresponding year.
The losses incurred from the loss-making projects were primarily attributable to underestimation
of project costs. The impact of these projects on our Group’s overall performance was relatively minor.
To prevent recurrence of similar incidents going forward, we have and will continue to implement the
following internal control measures: (i) prepare and review R&D project budget as part of the project
approval process to ensure initial cost estimates are scrutinized before project begins; (ii) ongoing
budget review to ensure that continued accuracy in cost estimate; and (iii) the finance department has
and will continue to conduct analysis of the actual and future estimated expenditure, which will share
the report to project manager, Chief Financial Officer, Chief Operation Officer and Chief Executive
Officer for timely oversight and review.
OUR SUPPLIERS
Our major suppliers are (i) the suppliers of raw materials, components and parts, and (ii)
outsourced service providers, which are located in Japan, Israel, Korea and China. During the years
ended December 31, 2023, 2024 and 2025, we engaged three, four and four foundry suppliers, and four,
five and five packaging service providers, for the respective year. For details of our arrangement with
our suppliers, please see “— Production and Procurement” in this section. The purchases from our top
five suppliers for each year during the Track Record Period amounted to approximately RMB240.5
million, RMB120.6 million and RMB274.7 million, representing approximately 74.7%, 63.7% and
70.5% of our total purchase amount for the respective year. The purchase from our largest supplier for
each year during the Track Record Period amounted to RMB164.3 million, RMB75.1 million and
RMB195.0 million, representing approximately 51.1%, 39.7% and 50.1% of our total purchase amount
for the respective year. See “Risk Factors — Risks Relating to Our Business and Industry — We rely
on a limited number of third party suppliers for wafer fabrication and packaging and testing services.
We may have limited control over the availability and costs of such services” in this prospectus.
To the best knowledge of our Directors, none of our Directors, their associates or any of our
current Shareholders (who, to the knowledge of our Directors, own more than 5% of our share capital)
had any interest in our top five suppliers in each year during the Track Record Period that are required
to be disclosed under the Listing Rules.
Please see “— Production and Procurement — Salient Terms” in this section for the salient terms
of the agreements with our suppliers.
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For the year ended December 31, 2023:
Ranking Supplier Background of the supplier
Transaction
amount
% of total
purchase
Product sold or
service rendered
Method of
settlement Credit terms
Year of
commencement of
business
relationship with
our Group
RMB’000 %
1 Supplier Group A ...... Supplier Group A is a foundry supplier
which comprises Supplier A
incorporated in Israel with registered
capital of approximately NIS111.8
million and its two associates
incorporated in Japan. The shares of
Supplier A are dual-listed on the Tel
Aviv Stock Exchange and NASDAQ.
Supplier Group A mainly engages in
wafer foundry services.
164,296 51.1 Wafers and
photomasks
Bank transfer Net 60 days 2012
2 Supplier Group B ...... Supplier Group B is a raw materials
supplier which comprises Supplier B
incorporated in Japan with registered
capital of JPY115.7 billion and its
associate incorporated in the PRC.
The shares of Supplier B are listed on
the Tokyo Stock Exchange. Supplier
Group B mainly engages in
development, manufacturing and sales
of semiconductor components,
electronic components and others.
38,346 11.9 Ceramic package
and cover glass
Bank transfer (i) Prepayments of 50%, remaining
balance upon delivery of goods; (ii)
Net 30 days; (iii) Full prepayment
2015
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Ranking Supplier Background of the supplier
Transaction
amount
% of total
purchase
Product sold or
service rendered
Method of
settlement Credit terms
Year of
commencement of
business
relationship with
our Group
RMB’000 %
3 Customer and Supplier E (1) .. Customer and Supplier E is a packaging
supplier which is incorporated in
Japan with registered capital of
JPY490 million and mainly engages in
the import and export, warehousing
and sales of semiconductors,
electronic components, modules and
finished products, and provision of
services such as sensor packaging.
23,201 7.2 Sensor packaging
services
Bank transfer Close at the end of a month and pay at
30th prox
2015
4 Supplier E .......... Supplier E is a software licensing
service provider which is incorporated
in Netherlands with paid-in capital of
EUR18,000 and a distributor of sensor
design software.
9,655 3.0 Sensor design
software licensing
Bank transfer Payments by installment 2018
5 Supplier F ......... Supplier F is a packaging supplier which
is incorporated in the PRC with
paid-in capital of approximately
RMB35.5 million and mainly engages
in the grinding, dicing, packaging,
final testing and circuit probe testing
services for CMOS image sensors.
4,958 1.5 Sensor packaging
services
Bank transfer Net 30 days 2019
Total 240,456 74.7
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For the year ended December 31, 2024:
Ranking Supplier Background of the supplier
Transaction
amount
% of total
purchase
Product sold or
service rendered
Method of
settlement Credit terms
Year of
commencement of
business
relationship with
our Group
RMB’000 %
1 Supplier Group A ...... Supplier Group A is a foundry supplier
which comprises Supplier A
incorporated in Israel with registered
capital of approximately NIS111.8
million and its two associates
incorporated in Japan. The shares of
Supplier A are dual-listed on the Tel
Aviv Stock Exchange and NASDAQ.
Supplier Group A mainly engages in
wafer foundry services.
75,117 39.7 Wafers and
photomasks
Bank transfer Net 60 days 2012
2 Supplier G .......... Supplier G is a foundry supplier which
is mainly engages in wafer foundry
services.
14,759 7.8 Wafers and
photomasks
Bank transfer Full prepayment; Net due immediately 2021
3 Customer and Supplier E
(1) .. Customer and Supplier E is a sensor
packaging service provider which is
incorporated in Japan with registered
capital of JPY490 million and mainly
engages in the import and export,
warehousing and sales of
semiconductors, electronic
components, modules and finished
products, and provision of services
such as sensor packaging.
12,527 6.6 Sensor packaging
services
Bank transfer Close at the end of a month and pay at
30th prox
2015
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Ranking Supplier Background of the supplier
Transaction
amount
% of total
purchase
Product sold or
service rendered
Method of
settlement Credit terms
Year of
commencement of
business
relationship with
our Group
RMB’000 %
4 Supplier Group B ...... Supplier Group B is a raw materials
supplier which comprises Supplier B
incorporated in Japan with registered
capital of JPY115.7 billion and its
associate incorporated in the PRC.
The shares of Supplier B are listed on
the Tokyo Stock Exchange. Supplier
Group B mainly engages in
development, manufacturing and sales
of semiconductor components,
electronic components and others.
15,234 8.0 Ceramic package
and cover glass
Bank transfer (i) Prepayments of 50%, remaining
balance upon delivery of goods; (ii)
Net 30 days; (iii) Full prepayment
2015
5 Supplier F ......... Supplier F is a packaging supplier which
is incorporated in the PRC with
paid-in capital of approximately
RMB35.5 million and mainly engages
in the packaging services for CMOS
image sensors.
2,998 1.6 Sensor packaging
services
Bank transfer Net 30 days 2019
Total 120,635 63.7
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For the year ended December 31, 2025:
Ranking Supplier Background of the supplier
Transaction
amount
% of total
purchase
Product sold or
service rendered
Method of
settlement Credit terms
Year of
commencement of
business
relationship with
our Group
RMB’000 %
1 Supplier Group A ...... Supplier Group A a foundry supplier
which comprises Supplier A
incorporated in Israel with registered
capital of approximately NIS111.8
million and its two associates
incorporated in Japan. The shares of
Supplier A are dual-listed on the Tel
Aviv Stock Exchange and NASDAQ.
Supplier Group A mainly engages in
wafer foundry services.
195,001 50.1 Wafers and
photomasks
Bank transfer Net 60 days 2012
2 Supplier Group B ...... Supplier Group B is a raw materials
supplier which comprises Supplier B
incorporated in Japan with registered
capital of JPY115.7 billion and its
associate incorporated in the PRC.
The shares of Supplier B are listed on
the Tokyo Stock Exchange. Supplier
Group B mainly engages in
development, manufacturing and sales
of semiconductor components,
electronic components and others.
27,869 7.2 Ceramic package
and cover glass
Bank transfer (1) Net 30 days
(2) Full prepayment
2015
3 Supplier G .......... Supplier G is a foundry supplier which
is established in South Korea with
issued capital of approximately
KRW222.6 and mainly engages in
wafer foundry services.
18,477 4.7 Wafers and
photomasks
Bank transfer full prepayment 2021
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Ranking Supplier Background of the supplier
Transaction
amount
% of total
purchase
Product sold or
service rendered
Method of
settlement Credit terms
Year of
commencement of
business
relationship with
our Group
RMB’000 %
4 Supplier E. ......... Supplier E is a software licensing
service provider which is incorporated
in Netherlands with paid-in capital of
EUR18,000 and is a distributor of
sensor design software.
17,643 4.5 Sensor design
software licensing
Bank transfer Payments by installment 2018
5 Customer and Supplier E
(1) .. Customer and Supplier E is a packaging
supplier which is incorporated in
Japan with registered capital of
JPY490 million and mainly engages in
the import and export, warehousing
and sales of semiconductors,
electronic components, modules and
finished products, and provision of
services such as sensor packaging.
15,676 4.0 Sensor packaging
services
Bank transfer Close at the end of a month and pay at
30th prox
2015
Total 274,666 70.5
Notes:
(1) Customer and Supplier E was an overlapping customer and supplier during the Track Record Period. See “— Overlapping Customers and Suppliers” in th is section.
During the Track Record Period and up to the Latest Practicable Date, we did not experience any material breach of contracts on the part of
our suppliers or delay in delivery of our orders from our suppliers, nor did we have any material disputes with our suppliers.
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OVERLAPPING CUSTOMERS AND SUPPLIERS
To the best knowledge and belief of our Directors, three of our major customers during the Track
Record Period were also our suppliers.
Customer and Supplier E
Customer and Supplier E was one of our major customers and major suppliers during the Track
Record Period. We purchased outsourced packaging services from Customer and Supplier E and sold
our CMOS image sensors to this entity under distribution model. For the years ended December 31,
2023, 2024 and 2025, purchases from this entity accounted for 7.2%, 6.6% and 4.0% of our total
purchase, respectively, and revenue from this entity accounted for 3.9%, 3.3% and 1.9% of our total
revenue, respectively, for the same period.
Customer Group A
Customer Group A was our major customer during the Track Record Period. We sold CMOS
image sensors and provided customized sensor solutions to Customer Group A and procured a range of
services, including factory space leasing, testing and soldering services, as well as catering services for
the cafeteria from Customer Group A. For the years ended December 31, 2023, 2024 and 2025, revenue
from Customer Group A accounted for 18.2%, 5.9% and 3.2% of our total revenue, respectively, and
purchases from Customer Group A accounted for 0.1%, 0.2% and 0.1% of our total purchase,
respectively, for the same period.
Customer Group H
Customer Group H was our major customer during the Track Record Period. We sold CMOS
image sensors and provided customized sensor solutions to Customer Group H and procured image
acquisition cards and camera equipment for display purposes from Customer Group H. For the years
ended December 31, 2023, 2024 and 2025, revenue from Customer Group H accounted for 2.8%, 4.2%
and 6.8% of our total revenue, respectively, and purchases from Customer Group H accounted for 0.0%,
0.0% and 0.0% of our total purchases, respectively, for the same period.
Customer I
Customer I was our major customer during the Track Record Period. We sold CMOS image
sensors to Customer I and procured light sources and accessories from Customer I. For the years ended
December 31, 2023, 2024 and 2025, revenue from Customer I accounted for 0.4%, 1.8% and 4.7% of
our revenue, respectively, and purchases from Customer I accounted for 0.0%, 0.0% and 0.0% of our
total purchases, respectively, for the same period.
In 2023, 2024 and 2025, revenue from our overlapping customers and suppliers, in aggregate,
accounted for 25.2%, 15.2% and 16.5% of our total revenue, respectively. Purchases from our
overlapping customers and suppliers, in aggregate, accounted for 7.3%, 6.8% and 4.2% of our total
purchase, respectively. Gross profit margin of transactions with our overlapping customers and
suppliers, in aggregate, is 68.3%, 75.1% and 80.1%, respectively. Gross profit margin of transactions
with overlapping customers and suppliers is similar to those with other comparable customers. The
gross profit margins of transactions with overlapping customers and suppliers are generally higher than
our overall gross profit margins as two of overlapping customers and suppliers (i.e. Customer Group A
and Customer Group H) engage in the scientific imaging, which generally enjoys a higher gross profit
margin than other industries.
The terms and conditions of the sales agreements with Customer and Supplier E, Customer Group
A, Customer Group H and Customer I were generally in line with the terms and conditions with other
comparable customers. The terms and conditions of the outsourced service agreement with Customer
and Supplier E were generally in line with the terms and conditions with other comparable service
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providers. The prices for procurement made from Customer Group A, Customer Group H and Customer
I were negotiated on an arm’s length basis. The transactions with our overlapping customers and
suppliers were conducted on normal commercial terms. Since these overlapping customers and suppliers
are large conglomerates with various business units operating in different sectors, we may engage in
transactions with their different units for different business activities. According to Frost & Sullivan, it
is not uncommon in our industry to have overlapping customers and suppliers.
RESEARCH AND DEVELOPMENT
We consistently dedicated ourselves to the development and design of CMOS image sensors.
Through our in-house R&D efforts, we have mastered a range of mature technologies covering the
entire product lifecycle, from design and validation testing to quality control and mass production. Our
R&D teams in Changchun, Hangzhou, and Dalian maintain a highly collaborative and synergistic
working relationship, leveraging their respective expertise to drive innovation in advanced imaging
technologies. In addition, we established Gpixel Japan in 2016 and Gpixel Belgium in 2018, enabling
us to expand our R&D capabilities by recruiting local professionals and closely integrating them with
our domestic teams. Through these efforts, we have built an international R&D department that
provides a solid foundation for the continuous advancement of our technologies and products.
Our R&D Team
We are supported by a robust R&D team comprising industry veterans with extensive experience
in the industry. At the helm of our R&D efforts is our founder, Dr. Wang. Holding a bachelor’s degree
in Applied Electronics from Zhejiang University, a master’s degree in Microelectronics System Design
from the University of Southampton, and a doctoral degree with a research focus in CMOS image
sensor from Delft University of Technology, Dr. Wang had extensive working experience prior to
establishing our Company. In addition, Dr. Wang has led numerous national and provincial-level major
scientific research projects. He has been instrumental in driving the development and industrialization
of our CMOS image sensors, achieving several internationally leading results in the field of CMOS
image sensor. Supporting Dr. Wang is Dr. Ma, our deputy general manager and head of R&D
department. Dr. Ma holds a bachelor’s degree in Electronic Information Engineering from Huazhong
University of Science and Technology, a master’s degree in Electrical Engineering from Delft
University of Technology, and a doctoral degree in Circuits and Systems from Jilin University. He has
participated in multiple major national and provincial research projects and has contributed significantly
to the development of high-performance, high-speed, and low-noise CMOS image sensors.
As of December 31, 2025, our R&D team is comprised of 226 members, representing
approximately 48.6% of our total employees. All of our R&D members hold a bachelor’s degree or
higher, and 73.9% hold a master’s degree or higher with most specializing in electronic engineering.
We place great emphasis on incentivizing outstanding talent and have implemented broad-based
employee share ownership plans. While we rely on key technical and management personnel within a
reasonable range in line with industry practices, we have significantly mitigated related risks through
the establishment of a talent pipeline, long-term incentive mechanisms, and systematic knowledge
accumulation. In addition, proceeds from the Global Offering are expected to further strengthen our
talent pool and enhance organizational resilience.
We invested significant resources into the R&D of our products. In 2023, 2024 and 2025, we
incurred research and development expenses of RMB131.5 million, RMB130.2 million and RMB186.2
million, representing 21.7%, 19.3% and 21.7% of our revenue during the respective years.
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Our R&D Achievements
We have been undertaking national and provincial-level major scientific research projects, closely
following the national strategic R&D direction and forming strategic alliances with top domestic
technology companies and scientific research institutions. During the Track Record Period, we
undertook several major national-level scientific research projects, details of which are as follows.
For instance, we served as the leading partner in a major national science and technology project
relating to 8K Ultra-High-Definition Image Sensing Chips and System Applications (8K ൴৷૶ྡ྅ෂ
˪ʿӻ୕Ꮠ͜ ). In this project, we have successfully developed an 8K full-frame, BSI, stacked
CMOS image sensor, which features high resolution, low noise and high dynamic. This sensor
represents a major technical breakthrough, featuring a 49-megapixel resolution with 4.3µm pixels,
achieved through advanced backside-illuminated and stacked process technologies. By leveraging our
existing high dynamic range pixel technology, low-noise circuit design, and high-speed readout circuits,
we successfully developed the sensor under BSI and stacked process conditions, verified the circuit
performance of these technologies, and designed and validated the 4.3µm pixels for optimal
performance. The sensor offers high resolution, low noise, and wide dynamic range, making it ideal for
high-end photography and professional video applications.
We also served as the leading partner in a national key research and development project relating
to High-Dynamic-Range Low-Light Image Detection Devices ( ৷ਗ࿒ฆΈྡ྅ઞ಻ኜ΁ ). In this
project, we have achieved significant breakthroughs in developing an 8K ultra-high-definition CMOS
image sensor with 43-megapixel resolution and 3.2µm pixel design. Leveraging our existing high-speed
readout circuit technology and GSPRINT sensor architecture, we developed the sensor under
backside-illuminated and stacked process conditions, verifying the performance of both the high-speed
readout circuits and the sensor architecture. We also designed and validated the 3.2µm pixels for
optimal performance under these process conditions. These devices are capable of capturing clear
images under extremely low-light conditions, with enhanced sensitivity and reduced noise levels. The
technology has been optimized for applications in high-end surveillance, life science, and astronomical
observation.
Apart from the above major scientific research projects, we have also acted as the leading party
for a number of jointly developed projects with research institutions and universities, including CIOMP,
Dalian University of Technology, South China University of Technology and Jilin University. As of the
Latest Practicable Date, we had undertaken five major scientific research projects with CIOMP, of
which four have been completed and one is pending acceptance.
In 2021, our project “Advanced Manufacturing and Application of High-Performance CMOS
Image Sensors” was awarded the First Prize of the Jilin Provincial Science and Technology Award ( Λ
ኪҦஔɓഃᆤ ). In 2022, we were honored with the title of National-Level Specialized, Refined,
Unique and Innovative “Little Giant” Enterprise (ॴਖ਼ၚतอ “ʃ̶ɛ”Άุ), and in 2024, we were
awarded the title of National Key “Little Giant” Enterprise (ᓃ“ʃ̶ɛ”Άุ). We were first
included in the National List of Encouraged Key Integrated Circuit Design Enterprises (ࠠٙ
Άุ૶ఊ ) in 2021, and were reselected for the list in 2022, 2023 and 2024.
Our Key Ongoing R&D Projects
Our ongoing R&D projects primarily cover four key areas: (i) pixel and advanced process
development, (ii) product development tailored for different application scenarios, (iii) system
development, and (iv) packaging process development.
As of December 31, 2025, we have continued to invest in R&D across pixel, process, and
software technologies and have one product development project that has completed tape-out and
progressed to validation, as well as seven key product development projects that are in the design
phase. Our most advanced ongoing product development project relates to our first product developed
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on a new process platform in collaboration with a domestic foundry, which incorporates advanced BSI
process technology and rolling shutter architecture. The product is designed for industrial inspection
and machine vision. The rest of our key ongoing product development projects are expected to achieve
commercialization by late 2026 to early 2027. The relevant products under development will integrate
advanced technologies such as 2D stitching, high sensitivity, ultra-high resolution, high-speed readout
circuitry, and global shutter designs in a smaller format. These products are designed for industrial
inspection, machine vision, spectral analysis, astronomical observation, as well as professional video
and photography.
INTELLECTUAL PROPERTY
We strictly adhere to and implement the relevant laws and regulations concerning patents,
trademarks, copyrights, integrated circuit layouts, trade secrets, and other intellectual property,
protecting our technologies by registering various types of intellectual property rights or entering into
confidentiality agreements. As of the Latest Practicable Date, we had 61 patents, seven registered
trademarks, 10 registered integrated circuit layout designs, one copy rights and one domain name. Our
patents are valid for 20 years from their respective initial filing dates and will expire between
2033-2045. We hold exclusive rights to all of our patents. Accordingly, we believe that our patents
provide adequate protection for our know-how and key technologies. For details of the key patents we
developed during Track Record Period, please refer to “— Our Products and Solutions — Key
Technologies” in this section and the paragraph headed “Statutory and General Information — B.
Further Information about our Business — 2. Intellectual property rights” in Appendix VI of this
prospectus. During the Track Record Period and up to the Latest Practicable Date, we have neither
initiated nor been involved in any litigations with third parties in relation to our intellectual property
rights.
OUR EMPLOYEES
As of December 31, 2025, we had a total of 465 employees and the majority of our employees
were based in Chinese Mainland. Specifically, as of December 31, 2025, our workforce comprised 226
employees in R&D, 26 in sales and marketing, 99 in administrative and management, and 114 in
production.
As required under PRC laws and regulations, we participate in various employee social security
plans that are organized by applicable local municipal and provincial governments, including housing,
pension, medical, work-related injury, maternity and unemployment benefit plans, under which we
make contributions at a rate in compliance with applicable laws and regulations. As advised by our
PRC Legal Advisor, we were in compliance with applicable laws and regulations related to social
insurance and housing provident funds in all material aspects during the Track Record Period and up to
the Latest Practicable Date. Prior to commencement of the Track Record Period, while being employed
with the Group, four employees retained their civil servant status ( ԫุᇜՓ) with CIOMP. CIOMP
made social insurance and housing fund contributions for these employees, which were reimbursed by
the Company, as their work was performed for and their salary paid by the Company. All four
employees have formally relinquished their civil servant status in 2021, 2022 or 2023 (as the case may
be). As advised by our PRC Legal Advisor, the previous retention of civil servant status by these four
employees while employed by the Group does not violate the provisions of the Civil Code (Պ),
the Labor Contract Law of the People’s Republic of China () and the
Regulations on Disciplinary Actions for Staff Members of Public Institutions (ஈʱ
).
The new Interpretation II was issued by the Supreme People’s Court on the PRC on Legal Issues
in the Trial of Labour Dispute Cases. For details, please refer to the section headed “Regulatory
Overview — Laws and Regulations Relating to Labor and Social Security”. During the Track Record
Period and up to the Latest Practicable Date, we have not received any claim against our Group
concerning social insurance or housing provident fund matters. As advised by our PRC Legal Advisors,
the implementation and effectiveness of Interpretation II will not have a material adverse impact on the
Group’s financial statements. To ensure full compliance with the Interpretation and other relevant laws
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and regulations regarding social insurance and housing provident fund contribution, we will (i) conduct
regular training for employees of the human resources and finance department to ensure they are
updated on the latest laws and regulations regarding social insurance and housing provident funds; and
(ii) perform regular internal audits to assess compliance with the relevant laws and regulations.
We are committed to providing an equal, inclusive, supportive and rewarding working
environment for our employees. We have established the labor union which helps to maintain an open
channel of communication with our employees. We believe we maintain a good working relationship
with our employees, and we had not experienced any material labor dispute or any difficulty in
recruiting staff for our operations during the Track Record Period and up to the Latest Practicable Date.
INSURANCE
During the Track Record Period, we provided mandatory social insurance for our employees as
required by PRC social insurance regulations, such as pension insurance, unemployment insurance,
work injury insurance, maternity insurance and medical insurance. Our Company has purchased
transportation insurance for its products to mitigate the risks of damage or loss during transit. The
coverage of such insurance is sufficient and aligns with industry standards. The Procurement and
Logistics Department is responsible for claims and settlements. In the event of cargo insurance issues,
claims are generally filed with the insurance company in accordance with the policy terms, and the
insurer will proceed based on the signed agreement. During the Track Record Period and up to Latest
Practicable Date, we had not maintained any product liability insurance. We had not experienced any
material product recall or product quality issues. We believed that our insurance coverage is in line with
the industry practice and complied with the relevant rules and regulations during the Track Record
Period and up to the Latest Practicable Date.
QUALITY CONTROL
As of December 31, 2025, our Quality Control Department consisted of nine personnel, whose
main responsibilities include establishing and maintaining a quality management system, supervising
the quality of products and services throughout the entire process to ensure compliance with standards
and regulatory requirements. Through inspections, data analysis, and issue tracking, they promote
corrective actions, prevent quality risks, enhance customer satisfaction, and improve organizational
efficiency. They are also responsible for process quality management, customer quality management,
supplier quality management, and quality management related to the early stages of projects. We
emphasize quality control in all aspects of our operations, including product development, component
sourcing, product assembly and delivery. During the Track Record Period and up to the Latest
Practicable Date, we had not experienced any major product quality issues, major product recall,
material return of products or insurance claims.
The following outlines the quality control measures at each stage of the production process that
we or our production partners have in place:
Procurement of Raw Materials
We have always been selective in choosing our suppliers for raw materials. We only purchase
from qualified suppliers, and the qualification process includes rigorous requirements regarding quality
control. See “Production and Procurement — Selection of Suppliers” for detailed supplier selection
criteria.
In addition, we conduct incoming inspections on all raw materials and promptly communicate
with suppliers in the event of non-conformities. During production, we implement first-article
inspections, operator self-inspections, and process patrol inspections, while recording equipment and
product parameters and monitoring compliance with process requirements. We also inspect raw
materials before delivery for packaging to ensure product quality throughout the manufacturing process.
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Wafer Fabrication
In terms of our major raw material wafers, we also reply on our foundry suppliers’ quality control
standards. We cooperate with Tower and DB HiTek which are the global leaders in wafer fabrication.
As leading wafer manufacturers, Tower and DB HiTek have stringent quality standards that safeguard
the quality of wafers we use for our sensors. We inspect wafers before delivery for packaging.
Packaging and Testing
Upon delivery of packaged sensors, we perform testing procedures, including 100% functional
testing and visual inspection, to ensure compliance with our product quality standards. We are currently
maintaining a production model that combines partial in-house packaging with partial outsourcing to
third-party manufacturers. By holding a controlling stake in Changguang Yuanxin, our Company can
conduct sensor packaging in-house. In-house packaging provides us with greater process autonomy,
quality control and flexibility in new product prototyping, supported by multiple inspection checkpoints
and comprehensive process equipment. To ensure that both our in-house packaging plant and external
packaging service providers have a unified inspection standard, we have established Gpixel inspection
requirements, which have also been communicated to Changguang Yuanxin and our core external
packaging service providers.
In addition, we engage qualified testing service providers to conduct certain reliability and
performance tests on our sensors, including failure analysis and reliability tests. We maintain
standardized control over both in-house and outsourced testing, covering test plan confirmation, data
review and result acceptance, to ensure consistency with our product quality standards.
INTRA-GROUP TRANSACTIONS
Our main intra-group transactions and arrangements with Gpixel Belgium were: (i) sale of
products to Gpixel Belgium; (ii) provision of R&D services by Gpixel Belgium to other members of the
Group; and (iii) provision of sales support services by Gpixel Belgium to other members of the Group.
Our main intra-group transactions and arrangements with Gpixel Japan were: (i) provision of assembly
coordination by Gpixel Japan; and (ii) provision of R&D services by Gpixel Japan (collectively, the
“In-scope Intra-group Transactions ”), details of which are set out in the table below.
For the year ended December 31,
2023 Percentage (1) 2024 Percentage (1) 2025 Percentage (1)
RMB’000 RMB’000 RMB’000
Sales of products to Gpixel Belgium .. 17,080 4.2% 25,918 6.2% 31,701 5.5%
Provision of R&D services by Gpixel
Belgium to other members of the
Group ................... 5,416 1.3% 22,077 5.3% 8,887 1.5%
Provision of sales support services by
Gpixel Belgium to other members of
the Group ................. 5,626 1.4% 4,398 1.1% 5,247 0.9%
Provision of assembly coordination by
Gpixel Japan
(2) ............. 75,037 18.4% 35,700 8.6% 29,365 5.1%
Provision of R&D services by Gpixel
Japan .................... 1,882 0.5% 5,298 1.3% 3,999 0.7%
Total ..................... 105,041 25.8% 93,391 22.5% 79,199 13.7%
Notes:
(1) Calculated as the transaction amount of each category of intra-group transaction divided by the total amount of the Group’s
intra-group transactions (including transactions among Chinese subsidiaries) during the respective year.
(2) The amount represents sales of assembled sensors, deducting the cost of raw materials provided by other members of the
Group, using net method.
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In order to ensure compliance with the relevant transfer pricing regulations, we have engaged an
independent tax consultant firm, Ernst & Young (China) Advisory Limited, since 2021, conducting
benchmarking studies on the intra-group transactions according to the Organisation for Economic
Co-operation and Development (the “ OECD”), an international organization promulgating the transfer
pricing guidelines (the “ OECD Transfer Pricing Guidelines ”) for multinational enterprises and tax
administrations. During the Track Record Period, our intra-group transactions were conducted in
accordance with the OECD Transfer Pricing Guidelines, which were used to primarily establish the
arm’s length pricing and/or profit range for such transactions. The OECD Transfer Pricing Guidelines
are widely adopted by tax jurisdictions, including China, Japan and Belgium. In addition, the
independent tax consultant of our Group conducted an independent analysis and considers that the
In-scope Intra-group Transactions with transfer pricing arrangements during the Track Record Period to
be compliant with the arm’s length principle in accordance with the OECD Transfer Pricing Guidelines.
As such, our Directors are of the view that the intra-group transactions were and are in line with the
arm’s length principle.
The relevant rules and regulations in China, Belgium and Japan related to the transfer pricing are
as follows:
Transfer Pricing in China
According to the New Enterprise Income Tax Law and its implement rules and the Law of the
PRC on the Administration of Tax Collection (جrelated party
transactions should comply with the arm’s length principle.
According to the Announcement of the State Administration of Taxation (SAT) on Relevant
Matters relating to Improvement of the Filing of Related Party Transactions and the Management of
Contemporaneous Documentation (the “ Circular 42 ”) promulgated by the SAT on June 29, 2016 and
taking effect on the same day, enterprises which have related party transactions shall prepare their
contemporaneous documentation of related party transactions per tax year and submit it to the tax
authority if required by the same.
Resident enterprises that meet one of the two following criteria shall fill in the
Country-by-Country (“ CBC”) Reporting Forms when filing RPT Forms: (1) the resident enterprise is
the ultimate holding company of multinational enterprise (MNE) group, and the group consolidated
revenue of the prior fiscal year exceeds RMB5.5 billion; and (2) the resident enterprise is designated by
the MNE group as the reporting entity to file country-by-country (CBC) Reporting.
Enterprises that meet one of the two following criteria should prepare a master file: (1) it has
cross-border related party transactions during the fiscal year, and the ultimate holding company of the
group that consolidates the financial statement of the enterprise has prepared a master file; (2) its
annual related party transaction amount exceeds RMB1 billion.
Local Files are mandatory when any of the following thresholds are met: cross-border tangible
asset transfers over RMB200 million (customs-based for toll manufacturing), financial/intangible asset
transfers over RMB100 million, or aggregate other RPTs (services, licenses, rentals, interest) exceeding
RMB40 million.
Transfer Pricing in Belgium
Belgium’s transfer pricing framework, governed by the Belgian Income Tax Code (ITC) and
updated by Royal Decrees (2024), requires compliance with the arm’s length principle. Tax authorities
may adjust taxable income using OECD-aligned methods (e.g., comparable uncontrolled price,
transactional profit split). Companies with consolidated turnover exceeding 䓁750 million must file
Country-by-Country Reporting (CbCR). Entities exceeding thresholds of 䓁50 million in operating
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income, 䓁1 billion in assets, or 100 full-time employees must submit Master File (Form 275.MF) and
Local File (Form 275.LF) documentation. Belgium’s rules mandate contemporaneous documentation for
cross-border transactions, with penalties for non-compliance.
Transfer Pricing in Japan
Japan’s Special Taxation Measures Law (STML) and National Tax Agency (NTA) enforce arm’s
length compliance for cross-border related-party transactions. Under Circular 42-equivalent rules,
companies with global consolidated revenue exceeding JPY100 billion must file CbCR and Master File.
Local File requirements apply to entities with international related-party transactions exceeding JPY5
billion (or JPY300 million for intangibles) with a single counterparty. Documentation must be
maintained contemporaneously and submitted upon request. Japan’s 2022 amendments align with OECD
Guidelines, emphasizing transparency.
In China, our Company and Gpixel Hangzhou met the threshold for preparing the Local File
during the Track Record Period, and management prepared these Local Files annually in accordance
with Circular 42. Meanwhile, our Company and Gpixel Hangzhou did not meet the threshold for
preparing the Country-by-Country Report (CbCR) or the Master File under Chinese regulations during
the Track Record Period and therefore had no obligation to prepare these transfer pricing
documentations. In Belgium, Gpixel Belgium did not meet the threshold for preparing the Local File,
Country-by-Country Report (CbCR), and Master File under Belgian regulations during the Track
Record Period and therefore had no obligation to prepare these transfer pricing documentations. In
Japan, the Gpixel Japan did not meet the threshold for preparing the Local File, Country-by-Country
Report (CbCR), and Master File under Japan regulations during the Track Record Period and therefore
had no obligation to prepare these transfer pricing documentations.
As confirmed by our Directors, the Group has not been subject to any enquiries, audits,
investigations or challenges by any tax authorities in China, Belgium or Japan in relation to its
intra-group transactions and transfer pricing arrangement during the Track Record Period and up to the
Latest Practicable Date.
To ensure ongoing compliance with the relevant transfer pricing laws and regulations, our Group
has implemented the following internal control measures: (i) we have formulated the transfer pricing
principles for the intra-group transactions based on the OECD Transfer Pricing Guidelines, and updated
the transfer price for different types of intra-group transactions with reference to the benchmarking
analysis report, issued by an independent international transfer pricing consultant firm; (ii) the finance
department of the Group compiles data on intra-group transactions to monitor and assess their
profitability each month. Any unusual transactions will be promptly analyzed and adjusted. The
monthly tracking of Group intra-group transactions is reviewed by the Chief Financial Officer, followed
by a review from the Chief Operating Officer; and (iii) after each fiscal year-end, the finance
department of the Group is responsible for compiling and organizing related party transactions, and
review if any Group companies meet the criteria for preparing the local file. The Company has prepared
the local file since our Company and Gpixel Hangzhou met the thresholds for preparing the local file,
and such local file has been reviewed by the Chief Financial Officer. The finance department is also
responsible for submitting the finalized local file to the local tax authorities of each Group company for
filing.
Based on the foregoing, our Directors are of the view that, and the Joint Sponsors concur, that the
internal control measures, on implementation, are sufficient to ensure compliance with relevant transfer
pricing laws and regulations applicable to our Group.
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ENVIRONMENTAL, SOCIAL AND GOVERNANCE
We consistently hold the core values of ‘People-oriented, Technological Innovation,
Environmental Protection, and Social Responsibility,’ and deeply integrate sustainable development
principles into our strategic planning and daily operational management. We have established a
comprehensive ESG management system, including specific business process controls, ESG risk
identification and response mechanisms, internal control system covering environmental protection,
safety, and social responsibility. Through ongoing communication with our stakeholders, we
continuously improve and strengthen the implementation of our ESG management system.
ESG Governance
We have established the ESG management structure comprising the Board, our senior management
and executive groups, as well as formulated the decision-making mechanism with defined rights and
responsibilities, and standardized operation system. As the core decision-making group for ESG
management, our Board is fully responsible for formulating sustainability strategies and policies,
reviewing ESG targets and major issues, and monitoring the implementation. Our board has established
a dedicated ESG management group and functional departments for the detailed implementation and
daily management of ESG strategies.
Our Board monitors the progress of ESG work through multiple channels such as specialized
reports and annual assessments, ensuring the efficient operation of the management structure and the
implementation of strategic goals. We are committed to complying with laws and business ethics,
striving to create long-term value for shareholders, and implementing social responsibility through
actions such as environmental protection, employee development, technological innovation, and
community participation.
Metrics and Targets
Environment Responsibilities
We always regard environmental protection as the core element of sustainable development for
our enterprises, adhering to the environmental policy of ‘preventing and controlling pollution,
mitigating and adapting to climate change, protecting ecosystems, and achieving sustainable
development’, and integrating green concepts into the entire process of our enterprise operation.
We strictly comply with the Environmental Protection Law of the People’s Republic of China
(), the Energy Conservation Law of the People’s Republic of China ( ʕ
), and other relevant local laws and regulations applicable to our operating
locations. During the Track Record Period and up to the Latest Practicable Date, all of our production
and operation activities complied with the relevant national, provincial and local environmental
protection requirements, and have not been subject to any administrative penalties for environmental
violations.
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GHG Emissions
We pay great attention to the challenges brought by climate change and integrate carbon
management into the core of our sustainable development strategy. We are committed to gradually
reducing the carbon footprint in our operations through systematic control and technological innovation.
The table below sets forth our greenhouse gas emissions during the relevant years:
Year ended December 31,
2023 2024 2025
Direct GHG emission (Scope 1) (t-CO 2e) .... 45.14 38.89 28.30
Indirect GHG emission (Scope 2) (t-CO2e) .. 1,594.09 1,659.03 1,904.23
Other Indirect GHG emission (Scope 3)
(t-CO2e) (1) ........................ 134.12 142.20 393.02
Total GHG emission (Scope 1, Scope 2 and
Scope 3)(t-CO 2e).................... 1,773.35 1,840.12 2,325.55
Total GHG emissions Intensity (t-CO 2e/RMB’
million of Revenue) .................. 2.93 2.73 2.72
Notes:
(1) The above data statistics cover our headquarters and subsidiaries located in China, Belgium, and Japan.
(2) The calculation scope of greenhouse gas emissions (Scope 1) includes mobile combustion — fuel use, mainly for the use
of company vehicles; The calculation scope of greenhouse gas emissions (Scope 2) includes the purchase of electricity and
heating for use in factories and offices.
(3) The Scope 3 greenhouse gas emissions data for 2023 cover waste generated from operations.
(4) The Scope 3 greenhouse gas emissions data for 2024 cover waste generated from operations and business travel.
(5) The Scope 3 greenhouse gas emissions data for 2025 cover waste generated from operations, business travel, and
employees’ commuting.
(6) The reason for the decrease in greenhouse gas emissions (Scope 1) is due to our phased replacement of company vehicles
from gasoline and diesel vehicles to hybrid electric and pure electric vehicles.
In the future, we will progressively improve the data baseline for Scope 3 greenhouse gas
emission and gradually expand the disclosure coverage of Scope 3 greenhouse gas emissions.
Energy and Resource Consumption
We have established and implemented the Gpixel Energy Control Specification, ensuring the
continuous improvement of resource utilization efficiency by formulating clear energy-saving
requirements, optimizing regulatory mechanisms, and promoting all-employees responsibility system.
The table below sets forth our electricity, water and gasoline consumption and other metrics during the
relevant years:
Year ended December 31,
2023 2024 2025
Electricity consumption (MWh) ........... 2,097.16 2,227.29 2,686.02
Electricity consumption Intensity
(MWh/RMB’ million of Revenue) ....... 3.47 3.31 3.14
Water consumption (Kton) ............... 12.09 10.04 9.08
Water consumption Intensity (Kton/RMB’
million of Revenue) .................. 0.020 0.015 0.011
Purchased heating (MWh) ............... 1,263.33 1,266.89 1,269.07
Purchased heating Intensity (MWh/RMB’
million of Revenue) .................. 2.09 1.88 1.48
Gasoline consumption (ton) .............. 10.77 10.23 8.42
Gasoline consumption Intensity (ton/RMB’
million of Revenue) .................. 0.018 0.015 0.010
Diesel consumption (ton) ............... 3.064 1.511 0.704
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Year ended December 31,
2023 2024 2025
Diesel consumption Intensity (ton/RMB’
million of Revenue) .................. 0.005 0.002 0.001
Notes:
(1) The above data statistics of electricity consumption cover our headquarters and subsidiaries located in China, Belgium, and
Japan.
(2) The increase in electricity consumption in 2025 is primarily due to the growth in sales volume.
(3) Direct energy primarily consists of gasoline and diesel consumed by company vehicles. Indirect energy primarily consists
of electricity and heating consumed during production and operational activities. Data is sourced from the records in
internal bills.
(4) Water data covers our headquarters and subsidiaries in Changchun. For other regional subsidiaries, the offices are managed
by the property companies, the water supply is included in the property management, and the individual water consumption
data for tenants is not available.
(5) The reason for the year-on-year decrease in water consumption is due to Changchun subsidiary continuously optimizing the
production process, and formulating different cleaning processes according to the characteristics of different products,
which minimizes water consumption while achieving the cleaning effect.
(6) The gasoline and diesel consumption cover the Changchun headquarter, Hangzhou subsidiary, and Belgian subsidiary, and
the subsidiaries in other regions have no gasoline and diesel consumption.
(7) The decrease in gasoline and diesel consumption is due to our phased replacement of company vehicles, transitioning from
gasoline and diesel to hybrid and pure electric models.
Pollution Prevention and Control
We strictly comply with the Water Pollution Prevention and Control Law of the People’s Republic
of China (), the Air Pollution Prevention and Control Law of the
People’s Republic of China (), the Noise Pollution Prevention and
Control Law of the People’s Republic of China (), the Solid Waste
Pollution Prevention and Control Law of the People’s Republic of China (Ϯ
), as well as other relevant local laws and regulations concerning our local business
operations. The table below sets forth the total volume and density of solid waste we generated during
the relevant periods.
Year ended December 31,
2023 2024 2025
General industrial solid waste (kg) ........ / 10.400 1.200
General waste Intensity (kg/RMB’ million of
Revenue) ......................... / 0.015 0.001
Hazardous waste (kg) .................. 141.33 1,384.10 808.48
Hazardous waste Intensity (kg/RMB’ million
of Revenue) ....................... 0.234 2.056 0.944
Notes:
(1) Non-hazardous waste primarily consists of industrial waste generated from production.
(2) Hazardous waste is classified in accordance with the regulations of the jurisdictions in which we operate. During the Track
Record Period, only the headquarter and subsidiaries in China generated hazardous waste. The categorization and statistical
criteria are based on the latest version of the National Catalogue of Hazardous Waste issued by the Ministry of Ecology
and Environment of the People’s Republic of China.
(3) The significant increase in general industrial solid waste in 2024 is due to the centralized disposal of all such waste
accumulated prior to 2024. In 2025, general industrial solid waste returned to a normal level, representing a significant
decrease compared to the centralized disposal volume in 2024.
(4) Our packaging facility is located in Changchun, China. The hazardous waste disposal for 2023 was only for the Changchun
headquarters. For 2024, we included the hazardous waste disposal of Changchun subsidiary and the Changchun
headquarters. Therefore, the hazardous waste generation in 2024 increased significantly. The reason for the decrease in
hazardous waste in 2025 was due to Changchun subsidiary upgrading the raw material cleaning process and phasing out
the use of chemical solvents for washing gloves.
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Comparison with Comparable Companies
We will monitor emissions and consumption to assess and manage our environmental impact. We
have compared our environmental protection indicators with those of other major fabless sensor
designing firms, reviewed our environmental protection performance and set emission reduction targets.
The table below sets out our emissions and consumption data in 2024 compared to other major fabless
sensor designing firms.
Category Unit Our Group Company G (1) Company D (2) Company C (3)
GHG Emissions
Intensity ......
Scope 1 t-CO2e/RMB’ million
of Revenue
0.058 N/A (4) 0.028 1.460
Scope 2 2.461 N/A (4) 1.520 1.292
Scope 3 0.211 N/A (4) N/A(4) N/A(4)
Sum 2.730 N/A (4) N/A(4) N/A(4)
Electricity Consumption Intensity ..... MWh/RMB’ million of
Revenue
3.310 29.643 3.580 6.379
Water Consumption Intensity ........ Kton/RMB’ million of
Revenue
0.015 0.492 0.014 0.023
Hazardous Waste Intensity ......... kg/RMB’ million of
Revenue
2.056 574.627 N/A (4) 23.701
General Waste Intensity ........... kg/RMB’ million of
Revenue
0.015 601.225 N/A (4) 568.820
Notes:
(1) The figures are sourced from the 2024 ESG report and annual report of Company G. Certain figures were derived through
unit conversions or calculated based on the information disclosed. Company G is founded in 2003 and headquartered in
Shanghai, and is principally engaged in the design and sales of CMOS image sensors and display driver ICs for consumer
electronics, automotive, and IoT applications, whose shares are listed on the Shanghai Stock Exchange STAR Market.
(2) The figures are sourced from the 2024 ESG report and annual report of Company D. Certain figures were derived through
unit conversions or calculated based on the information disclosed. Please refer to “Industry Overview — Competitive
Landscape” for the background of Company D.
(3) The figures are sourced from the 2024 Corporate Social Responsibility report and annual report of fabless sensor Company
C. Certain figures were derived through unit conversions or calculated based on the information disclosed. Please refer to
“Industry Overview — Competitive Landscape” for the background of Company C.
(4) The information is not publicly available.
Goals and Targets for Reduction
With reference to the data of listed peers and our own operating conditions, we intend to achieve
core targets by 2029: (1) reduce electricity consumption per unit of revenue (MWh/RMB’ million of
Revenue) by 5% compared to the 2024 baseline ; (2) reduce water consumption per unit of revenue
(Kton/RMB’ million of Revenue) by 5% compared to the 2024 baseline; and (3) GHG emissions per
unit of revenue (t-CO
2e/RMB’ million of Revenue) by 5% compared to the 2024 baseline.
Social Responsibility
We always regard social responsibility as the core force for corporate development, hold the
values of “respect, equality, and excellence”, and are committed to cooperating and sharing sustainable
development achievements with employees, customers, suppliers, and society.
Labor Rights and Interests
We strictly abide by local labor laws, regulations, and international rules, including the Labor Law
of the People’s Republic of China (), the Social Insurance Law of the
People’s Republic of China (), as well as other relevant local laws,
regulations, and the Responsible Business Alliance (RBA) code of conduct. We have established various
open and effective channels for employee feedback, such as suggestion boxes and online platforms, and
conduct an annual satisfaction survey covering all employees.
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The table below sets forth details of the number of our employees during the relevant years:
As of December 31,
2023 2024 2025
Total number of employees .............. 385 401 465
Number of employees by gender
— Male .......................... 195 209 249
— Female ......................... 190 192 216
Percentage of employees by gender
— Male (%) ....................... 50.6 52.1 53.6
— Female (%) ..................... 49.4 47.9 46.4
Employees Cultivation and Development
We have established a comprehensive employee training and career development system,
formulated and implemented the Newcomer Instructor System (), Training
Management Specification ( ੃৅၍ଣ஝ᇍ), Job Grade Management System (), and
Employee Turnover Management Specification (ਗ၍ଣ஝ᇍ). We conduct comprehensive
evaluations of existing employees’ abilities and potentials through systematic methods such as
employee assessments, ability matrix, and develop talent cultivation and development plans based on
our business development goals. Our training plan achievement rates for 2023, 2024, and 2025 all reach
100%.We continuously optimize employee development and promotion channels to ensure that
employees can achieve their career goals within our company and align with our enterprise’s strategy.
Integrity and Anti-corruption
We adhere to the concept of ‘compliance first, honest root’, formulate internal integrity and
anti-corruption policies, and publish the Employee Reward and Monitoring Regulations (ʈᆤᕾૢ
Է) to ensure that employees comply with the regulation by constantly enforcing and reviewing the
regulations. We have included integrity clauses in the “Corporate Social Responsibility agreement” that
we have signed with our suppliers, which explicitly prohibit any form of bribery, transfer of benefits,
and improper transactions. We have implemented an internal reporting channel, where all employees
can report any bribery and corruption behavior. During the Track Record Period and up to the Latest
Practicable Date, we had not been involved in any legal proceedings or administrative penalties related
to corruption, bribery, or fraud.
Occupational Health and Safety
We pay great attention to the health and safety of our employees, and regard their life safety and
occupational health as the foundation of our company’s development. We have established safety
management processes such as the Hazard Identification and Evaluation Control Procedure ( Κᎈ๕፫
ᗆၾ൙ᄆછՓ೻ҏ), Safety Management System (), Safety Production and Fire
Safety Responsibility System (), Safety Training Work System ( τΌ
), Job Safety Operation Regulations ( ੪ЗτΌ዁Ъ஝೻), Contingency Plan for
Production Safety Accidents (), to protect employees from occupational
injuries by creating a safe and healthy working environment, taking protective measures, and
developing emergency plans. During the Track Record Period and up to the Latest Practicable Date, we
had not experienced any production safety accidents that have a significant adverse impact on our
business, finance, or operating performance.
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Supply Chain Management
We have developed and implemented the Supplier Management Procedure ( ԶᏐਠ၍ଣ೻ҏ)t o
certify and evaluate suppliers at all levels, including system audits and material certifications, to ensure
the selection of the highest quality suppliers and ensure the continuous compliance and stability of the
supply chain.
We have formulated the “Supplier Management Manual” as the guiding document for supply chain
ESG management, which clearly requires all suppliers — covering raw materials, contract
manufacturers, etc. to meet the following requirements: (1) Legal Compliance: Comply with the laws
and regulations of the supplier’s location, the countries where Gpixel is located, and the final sales
destinations of products throughout the entire process;(2) Environmental Responsibility: Implement
pollution prevention and control, resource efficiency improvement, hazardous substance management,
and classified waste disposal; (3) Social Responsibility: Safeguard labor rights, interests, occupational
health, safety, and community relations; (4) Corporate Management: Implement business ethics, data
security, information disclosure, and expand supply chain responsibility.
We have established a performance evaluation mechanism, and once any violations are found, we
will immediately require the suppliers to rectify or switch to alternative suppliers. We integrate the
concept of sustainable development into all aspects of supply chain management, urging our suppliers
to ensure safe and healthy working environments, compliant emissions of pollutants, and establish
comprehensive management systems of labor, health and safety, environmental, and business ethics.
RISK MANAGEMENT AND INTERNAL CONTROL
We have in place a robust risk management and internal control system. We adopted and
continually improve our internal control mechanisms to ensure the compliance of our business
operations. Furthermore, we conduct periodic reviews of the implementation of our risk management
policies and internal control measures to ensure their effectiveness and sufficiency.
We are dedicated to upholding the legal compliance of our operations and management,
safeguarding assets and ensuring the accuracy and completeness of financial reports and related
information. Our commitment extends to enhancing operational efficiency and effectiveness, thereby
fostering the achievement of our Company’s strategic development goals. In addition, we have
implemented process control through digital systems, established a cross-departmental data-sharing
platform, and set up separate approval authorities at key business junctures to ensure real-time
synchronization of financial, operational, and risk control data. In addition to external audits, we also
established an internal audit department tasked with independent audit supervision of the business
operations and internal control of our Company and its subsidiaries in accordance with laws, rules and
regulations and the articles of association of our Company, and in accordance with the principles of
objectivity, impartiality and prevention.
Cost of Compliance
From 2023 to 2025, we spend a total of RMB88,435.5 in ESG compliance costs. The statistical
scope of these compliance costs covers compliant disposal of solid waste and formulation of
environmental and safety emergency plans. The statistics include the Changchun headquarter and
Changchun subsidiary (the data of the subsidiary is added since 2024).
In the future, as the local government tighten requirements related to ESG, we estimate that ESG
compliance costs will increase. We will assess the annual ESG compliance costs year by year based on
external ESG regulatory conditions and establish the corresponding budgets.
Our Board is collectively responsible for establishing and implementing such risk management
mechanisms and overseeing our overall risk management. Our Directors are of the view that our current
internal control measures are adequate and effective.
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Intellectual Property Risk Management
As a knowledge- and technology-intensive company, we may be subject to claims from companies
holding patents or other intellectual property rights, alleging infringement of such rights or otherwise
asserting their rights and urging us to obtain licenses in the course of our operations. See “Risk Factors
— Risks Relating to Our Business and Industry — Our business may be adversely affected by
inadequate protection of intellectual property rights and/or claims by third parties for possible
infringement of their rights” in the prospectus. To ensure proper management of our intellectual
property and avoid litigation concerning intellectual property infringement, we have implemented
various internal policies and established an internal intellectual property management system. For
instance, we have developed and enacted measures on the management of intellectual property
acquisition and maintenance, implementation, licensing, transfer, information research, as well as the
requirements and job responsibilities for positions related to intellectual property management. In
addition, we routinely conduct comprehensive reviews of the existing intellectual property system to
ascertain its ongoing pertinence and efficacy. To facilitate effective management of our intellectual
properties, we utilize an internal intellectual property management system for the full lifecycle
management of our proprietary intellectual property. To safeguard against potential infringements on
both our intellectual property rights and those of others, our legal department, responsible for
intellectual property management, conducts thorough searches and analyses of our R&D outcomes upon
the completion of scientific research projects and technology development. We require employees to
adhere to confidentiality obligations for technical secrets, sign confidentiality and non-compete
agreements, and follow an internal confidentiality system outlining specific employee responsibilities.
Information Security and Data Privacy Risk Management
See “— Data Security and Privacy” in this section.
INFORMATION TECHNOLOGY SYSTEMS
IT is fundamental to our competitive edge and operational efficiency. We utilize and maintain IT
systems that evolve in tandem with our business growth, ensuring they meet our varied operational
demands. Our main information technology systems include our Office Automation system and SAP
system. As our business grows, we also need to consider introducing new IT services in warehousing
and production. We plan to implement a WMS system in 2025 to achieve intelligent warehouse
management. Meanwhile, to improve the production efficiency and capacity of sensor testing, we have
already introduced automatic testing equipment, which have enhanced both production efficiency and
capacity. During the Track Record Period and up to the Latest Practicable Date, we had not experienced
any material IT system failure or downtime that had a material adverse effect on our business
operations.
DATA SECURITY AND PRIV ACY
In recent years, data privacy and cybersecurity have emerged as critical governance priorities for
companies worldwide. Consequently, our practices regarding the collection, use, storage, disclosure and
transfer of various types of data may come under increased administrative scrutiny. Given that we only
make transactions with enterprises, our business generally does not involve the collection or processing
of customers’ personal information.
To reinforce our data security and protection measures, we established comprehensive internal
policies. These policies facilitate our data management and provide detailed requirements in relation to
the classification, storage, access, transmission, encryption and disposal of data. We closely monitor
data security threats and promptly strengthen protective measures to prevent data breaches and system
disruptions from impacting our operations and reputation. We also stay vigilant about changes in data
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privacy regulations across different countries to ensure compliance and mitigate legal and financial
risks. In addition, we closely follow market regulatory requirements to obtain necessary permits and
licenses in a timely manner, preventing potential business disruptions.
Moreover, we implemented a robust information backup management system, which sets forth the
guiding principles, detailed procedures and mechanisms for data recovery. In addition, we formulated a
manual on information security management to set out the general guidance and principles of our
information security management, under which we established a series of policies and procedures,
including among others, policies on system operation management, password management and
corporate trade secret protection and procedures on document control and confidentiality management.
These systems, policies and procedures collectively form a solid framework that safeguards our data
and upholds our stringent standards for information security.
Based on the above, each of our PRC Legal Advisor (with respect to PRC law only), Japanese
legal advisor (with respect to Japanese law only) and Belgium legal advisor (with respect to Belgian
law only) is of the view that, during the Track Record Period and up to the Latest Practicable Date, our
data governance policies, procedures, and practices related to cybersecurity and data security comply in
all material respects with the requirements of applicable laws and regulations related to cybersecurity
and data security in the PRC, Japan and Belgian (as the case may be). During the Track Record Period
and up to the Latest Practicable Date, the cross border data transfer between Chinese Mainland and
Belgium was in compliance in all material respects with our Group’s main obligations under the
General Data Protection Regulation (Regulation (EU) 2016/679), considering the nature of our
operations and the types of personal data processed, and there was no material data leakage.
COMPETITION
From 2020 to 2024, the global CMOS image sensor market experienced moderate growth, with the
total revenue increasing from RMB127.5 billion to RMB139.1 billion, representing a CAGR of 2.2%.
Since 2023, CMOS image sensor has shown rapid market growth through advancements in core
technologies and expanding adoption in automotive electronics, medical imaging, industrial imaging,
etc. From 2025 to 2029, the growth in global CMOS image sensor market size is projected to
accelerate, with the total revenue expected to rise from RMB155.5 billion in 2025 to RMB210.3 billion
in 2029, representing a CAGR of 7.8%.
The global CMOS image sensor industry in which we operate is highly competitive and
concentrated. The principal competitive factors in our markets include technological expertise and
innovative R&D capabilities, product development capabilities and supply chain partnerships. See “Risk
Factors — Risks Relating to Our Business and Industry — The markets for our products are highly and
increasingly competitive. If we are not able to compete successfully, our business, results of operations
and future prospects will be harmed” in this prospectus. We primarily compete with a number of global
and regional CMOS image sensor design companies and manufacturers. According to Frost & Sullivan,
in terms of industrial imaging revenue in 2024, we ranked third among global CIS companies,
accounting for 15.2% of the global market share. In terms of scientific imaging revenue in 2024, we
ranked third among global CIS companies and first among Chinese CIS companies, accounting for
16.3% of the global market share. The industrial imaging and scientific imaging CIS markets are
dominated by a few international and regional leaders. In terms of revenue in 2024, industrial imaging
and scientific imaging CIS markets accounted for approximately 2.1% and 0.8% of the global CIS
market, respectively.
With established positions in the industry, deep industry experience, strong R&D capabilities,
broad product portfolios and large and stable customer base, we believe that we are well positioned to
excel in the competition in our industry. See “— Our Competitive Strengths” in this section and
“Industry Overview” in this prospectus.
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OUR PROPERTIES
Our headquarter is located in Changchun, Jilin Province, China. Our packaging facility as of the
Latest Practicable Date was located in Changchun, Jilin Province, China.
Owned Properties
During the Track Record Period and the Latest Practicable Date, we owned two properties in
Changchun and Hangzhou with a total built-up area of approximately 138.04 sq.m. As of the Latest
Practicable Date, we had obtained the land use rights for these properties. We use such properties
primarily as our office.
We do not have any property interest with a carrying amount of 15% or more of our consolidated
total assets as of December 31, 2025. Therefore, according to Chapter 5 of the Listing Rules and
section 6(2) of the Companies (Exemption of Companies and Prospectuses from Compliance with
Provisions) Notice (Chapter 32L of the Laws of Hong Kong), this prospectus is exempted from
compliance with the requirements of section 342(1)(b) of the Companies (Winding up and
Miscellaneous Provisions) Ordinance in relation to paragraph 34(2) of the Third Schedule to the
Companies (Winding up and Miscellaneous Provisions) Ordinance, which requires a valuation report
with respect to all of our interests in land or buildings.
Leased Properties
During the Track Record Period and up to the Latest Practicable Date, we leased (1) five
properties in Changchun, Hangzhou and Dalian with a total gross floor area of approximately 17,269.0
sq.m. used primarily as our office, packaging facility and R&D facility; (2) one property in Japan with
a total gross floor area of approximately 262.85 sq.m., used primarily as our office; (3) two properties
in Belgium with a total gross floor area of approximately 1,435.8 sq.m. primarily used as our office.
Lease Registration
During the Track Record Period and up to the Latest Practicable Date, we had not registered four
lease agreements for our leased properties in the PRC mainly due to the respective landlords’
non-cooperation with respect to related registration procedures. As advised by our PRC Legal Advisor,
according to the relevant provisions of the Civil Code of the PRC (Պ), the
non-registration of the lease agreements does not affect the validity and enforceability of the lease
agreements. However, the relevant government authorities may require us to complete registrations
within a specified timeframe. If we fail to do so within such timeframe, we may be subject to a fine
ranging from RMB1,000 to RMB10,000 for any delay in making registration for each unregistered lease
agreement. As of the Latest Practicable Date, we had not been subject to any administrative penalties in
relation to the unregistered lease agreements. We will continue to seek cooperation from the landlords
of the leased properties to register executed lease agreements with the relevant PRC government
authorities as soon as possible and we undertake to cooperate fully to facilitate the registration of lease
agreements once we receive any requirements from relevant government authorities. Moving forward,
and as a remedial measure, we will proactively promote the lease registration, including through timely
and continuous communication with and supervision over the landlords by our handling personnel, and
strive to require the landlords to complete the registration. In addition, whether the landlords
cooperated in registration will be one of the criteria for future selection of properties.
Title Defects
As of the Latest Practicable Date, the lessor of one of our leased properties with an aggregate
gross floor area of 13,307.3 sq.m. was unable to provide a valid title certificate. The reasons that the
landlord failed to provide us with the relevant title certificate are beyond our control. Such leased
property is primarily used as our office space and testing facility. As advised by our PRC Legal
Advisor, it is the lessors’ responsibility to obtain the title certificate, we, as the lessee, will not be
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subject to any administrative penalties for the lessors’ failure to obtain relevant title certificate.
Moreover, the validity of the lease contract is not affected as land use right certificate ( ɺήԴ͜ᛆᗇ )
and construction planning permit (ணʈ೻஝ྌ஢̙ᗇ ) were obtained for such leased property. If a
third party objects to such lease or the ownership of such leased property, it may affect our continuous
leasing of such property. In view of this, (i) we will not have difficulties in relocating to alternative
properties in a timely manner under the same conditions if such properties are no longer available; (ii)
during the Track Record Period and up to the Latest Practicable Date, to the best knowledge of our
Directors, our lease with respect to this leased property with title defects had never been challenged by
any third parties or government authorities; and (iii) our Directors believe that we can relocate to a new
property without excessive costs or business interruption. We have maintained regular and active
communications with such landlord regarding the progress of their rectification of the title defects. In
addition, we have enhanced our internal control procedures to improve our evaluation of the newly
leased properties from a compliance perspective, and we will make careful inspections of the title of
leased properties before signing the lease in the future. We will also consult our external legal adviser
with regard to reviewing the title certificates and other documents of our newly leased properties in
order to ensure ongoing compliance with applicable laws and regulation.
AWARDS AND RECOGNITIONS
During the Track Record Period, we have received awards and recognitions with respect to our
products, intellectual properties and R&D capabilities, including, but are not limited to, (i) the National
Key “Little Giant” Enterprise (ᓃ“ʃ̶ɛ”Άุ) awarded by Department of Industry and
Information Technology of Jilin Province (ʷᝂ ) in 2024; (ii) the National
Encouraged Key Integrated Circuit Design Enterprises (Άุ ) jointly
awarded by National Development and Reform Commission (ึ ), Ministry of
Industry and Information Technology (ʷ௅ ), General Administration of Customs ( ऎᗫᐼ
໇), Ministry of Finance (௅) and State Taxation Administration (೼ਕᐼ҅ ) for four
consecutive years since 2021; (iii) National Advantageous Enterprises in Intellectual Property Rights
(ᗆପᛆᎴැΆุ ) awarded by China National Intellectual Property Administration (ᗆପ
ᛆ҅) in 2023; (iv) Hangzhou Gpixel High-end CMOS Image Sensor Enterprise High-tech R&D Center
(৷၌ CMOSӺක೯ʕː ) awarded by Hangzhou Science
and Technology Bureau (ኪҦஔ҅ ) in 2023; (v) National-Level “Little Giant” Enterprise
(specialized, refined, distinctive, and innovative) (ॴਖ਼ၚतอ “ʃ̶ɛ”Άุ) awarded by Ministry
of Industry and Information Technology of the PRC (ʷ௅ ) in 2022; and (vi) Jilin
Provincial “Specialized, Refined, Unique, and Innovative” SMEs (ॴ “ਖ਼ၚतอ”ʕʃΆุ)
awarded by Department of Industry and Information Technology of Jilin Province (ࢹڦ
ʷᝂ) in 2022.
LICENSES, APPROV ALS AND PERMITS
We are subject to laws, regulations, and supervision by different levels of regulatory authorities
and are required to maintain various licenses, permits and certificates in order to conduct our business.
A summary of such relevant laws and regulations which our business operations are subject to is set out
in the section headed “Regulatory Overview” in this prospectus.
During the Track Record Period and up to the Latest Practicable Date, we had obtained all the
material requisite licenses, qualifications and permits from the relevant regulatory authorities, All of our
material licenses, qualifications and permits were valid and subsisting as of the Latest Practicable Date.
There were no certificates that are expired or not yet renewed as of the Latest Practicable Date. Our
Directors are of the view that there are no material legal impediments in renewing the licenses that will
be expiring.
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LEGAL AND REGULATORY COMPLIANCE
Legal Proceedings
We may from time to time become a party to various legal, arbitration or administrative
proceedings arising in the ordinary course of our business. During the Track Record and up to the
Latest Practicable Date, there were no litigation, arbitration or administrative proceedings pending or
threatened against our Company or any of our Directors which had caused or could cause a material
and adverse effect on our financial condition or results of operations.
Compliance
We are subject to various regulatory requirements and guidelines issued by regulatory authorities
in China. During the Track Record Period and as of the Latest Practicable Date, we did not commit any
material non-compliance of the laws and regulations, and we did not experience any material
non-compliance incident, which taken as a whole, in the opinion of our Directors, is likely to have a
material and adverse effect on our business, financial condition or results of operations. As advised by
each of our PRC legal advisor (with respect to PRC law only), Japanese legal advisor (with respect to
Japanese law only) and Belgium legal advisor (with respect to Belgium law only), during the Track
Record Period and up to the Latest Practicable Date, we had complied with the relevant laws and
regulations in all material respects in China, Japan and Belgium (as the case may be).
The following table sets forth our material licenses, approvals and permits obtained for our
operations as of December 31, 2025:
License/Approval/Permit Holder Issuing authority Issue date Expiry date
Record Receipt of Customs Consignee
and Consignor of Import and Export
Goods (ϗ೯஬ɛ௪
Ϋੂ)................
Our Company Changchun Xinglong Customs
(ጳඤऎᗫ )
2013.12.09 N/A
High and New Technology Enterprise
Certificate (ࣣ) ...
Our Company Jilin Provincial Department of Science and
Technology, Jilin Provincial Department of
Finance, State Taxation Administration of
Jilin Province (ኪҦஔᝂe
೼ਕ
҅)
2023.10.16 2026.10.16
Record Receipt of Customs Consignee
and Consignor of Import and Export
Goods (ϗ೯஬ɛ௪
Ϋੂ)................
Changguang
Yuanxin
Changchun Xinglong Customs
(ጳඤऎᗫ )
2021.07.30 N/A
Customs Declaration Entity Filing
Certificate (׼) ...
Gpixel
Hangzhou
Qianjiang Customs Xiaoran Office
(፺Ϫऎᗫታጽ್፬ԫஈ )
2020.09.09 N/A
High and New Technology Enterprise
Certificate (ࣣ) ...
Gpixel
Hangzhou
Zhejiang Provincial Department of Economy
and Information Technology, Zhejiang
Provincial Department of Finance, State
Taxation Administration of Zhejiang
Province
(ᝂe
೼ਕ҅ )
2025.12.19 2028.12.19
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License/Approval/Permit Holder Issuing authority Issue date Expiry date
Customs Declaration Entity Filing
Certificate (׼) ...
Gpixel Dalian Qixianling Customs ( ɖሬᏊऎᗫ ) 2021.12.02 N/A
High and New Technology Enterprise
Certificate (ࣣ) ...
Gpixel Dalian Dalian Municipal Science and Technology
Bureau, Dalian Municipal Finance Bureau,
State Taxation Administration of Dalian
City (҅e
೼ਕᐼ҅ɽஹ̹೼ਕ҅ )
2023.12.12 2026.12.12
BUSINESS ACTIVITIES SUBJECT TO INTERNATIONAL SANCTIONS
The United States and other jurisdictions or organizations, including the European Union, the
United Kingdom and Australia, have, through executive order, passing of legislation or other
governmental means, implemented measures that impose economic sanctions against such countries or
against targeted industry sectors, groups of companies or persons, and/or organizations within such
countries. For details, please see “Risk Factors — Our business, financial condition and results of
operations may be materially and adversely affected by international policies, export controls and
economic sanctions.”
One of the main trade restrictions lists is the Specially Designated Nationals and Blocked Persons
(the “ SDN List ”), which is maintained by the OFAC. The SDN List publicly identifies persons
determined by the U.S. government to be involved in activities that threaten or undermine U.S. foreign
policy or national security objectives. Assets of SDN-designated persons are blocked and U.S. persons
are generally prohibited from dealing with them. For details, please see “Regulatory Overview
Sanctions Law and Regulations United States.” Furthermore, non-U.S. persons may also face sanctions
risks for engaging in certain transactions with SDN-designated persons, particularly if such transactions
are deemed to be ‘significant’ or are intended to circumvent U.S. sanctions, which could lead to the
non-U.S. person being designated on the SDN List.
During the Track Record Period, we entered into certain transactions with the SDN Customer,
which was added to the SDN List in December 2023. According to the publicly available information,
as of the Latest Practicable Date, CIOMP holds 11.16% of the shares of the SDN Customer. Our sales
to the SDN Customer amounted to RMB3.7 million, RMB7.5 million and nil, respectively, for each
year during the Track Record Period. Our last transaction with the SDN Customer was completed in
December 2024, and since then, we have ceased all transactions with the SDN Customer. As advised by
our International Sanctions Counsel, our business dealings with the SDN Customer do not represent a
Primary Sanctioned Activity because there was no U.S. nexus involved. In addition, the secondary
sanction risks on our Group and Relevant Persons in connection with our business dealings with the
SDN Customer, which constitutes Secondary Sanctioned Activities, is low because (i) we are not a
Sanctioned Trader as the revenue derived from the Sanctioned Targets and Sanctioned Country entities
or persons only accounted for 1.1% and nil of our revenue generated in the years ended December 31,
2024 and 2025; (ii) items sold to the SDN Customer were for civil-use purposes only and not for
military or aerospace uses; (iii) transactions with the SDN Customer have no Russian nexus which will
not deter the U.S.’s statutory objectives against Russia under the Executive Order 14024; and (iv) our
last transaction with the SDN Customer was completed in December 2024, and since then, we have
ceased all transactions with the SDN Customer. Therefore, as the transactions with the SDN Customer
do not constitute Primary Sanctioned Activities because there was no U.S. nexus involved, but only
constitute Secondary Sanctioned Activities, and based on our internal analysis, we also consider the
secondary sanction risks resulting from Secondary Sanctionable Activities shall be low. Specifically, we
consider the sanction risks low because (1) the SDN Customer confirmed that the products containing
our chips were not and would not be transferred to overseas countries or regions; and (2) we did not
use U.S. technology or raw material for our products. Therefore, in conjunction with the fact that there
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still were contracts which had not been fully executed, we continued to make sales to the SDN
Customer after it was placed on the SDN List. Further, in order to prevent the expansion of secondary
sanctions risk exposure, we did not enter into new contracts with the SDN Customer after 2024.
Furthermore, regarding the relationship between the SDN Customer and UP OPTOTECH,
according to the public information, the SDN Customer and UP OPTOTECH has no direct shareholding
relationship and the de facto controller of UP OPTOTECH maintains an 11.16% equity interest in the
SDN Customer as at the Latest Practicable Date. However, as advised by the International Sanctions
Counsel, UP OPTOTECH will not be deemed as an entity on the SDN List because it has not been
designated on the SDN List and it also does not fall within the scope of “50% Rule” (pursuant to the
Revised Guidance on Entities Owned by Persons Whose Property and Interests in Property are Blocked
issued by the OFAC on August 13, 2014), which states that a person that is owned, directly or
indirectly, 50% or more by one or more SDN designated persons is blocked as well.
In order to identify and monitor our exposure to risks associated with sanctions laws relating to
these sales, the following measures have been fully implemented to control and monitor our exposure to
sanctions risks. For import and export operations, our logistics and customs team within the
procurement department will make a preliminary assessment to determine whether the goods fall within
restricted categories. If they do, the matter will be escalated to the legal department for further
handling. For all new customer onboarding, our sales department will initiate the customer risk
assessment process through the OA system. Admission is granted only after the legal department has
reviewed the case and confirmed that no sanctions risks are involved. As such, our Directors are of the
view, and the Joint Sponsors concur, that our measures provide a reasonably adequate and effective
internal control framework to assist us in identifying and monitoring any material risk relating to
sanctions laws.
As advised by our International Sanctions Counsel and taking into account that (a) our business
dealings with the SDN Customer do not represent a Primary Sanctioned Activity because there was no
U.S. nexus involved, (b) given that on the one hand, transactions between our Group and the SDN
Customer have no Russian-related nexus which will not deter the U.S.’s statutory objectives against
Russia under E.O.14024; on the other hand, our last transaction with the SDN Customer was completed
in December 2024, and since then, we have ceased all transactions with the SDN Customer, our
International Sanctions Counsel is of the view that the secondary sanction risks on our Group and
Relevant Persons in connection with our business dealings with the SDN Customer, which constitutes
Secondary Sanctioned Activities, is low, (c) our measures provide a reasonably adequate and effective
internal control framework to assist us in identifying and monitoring any material risk relating to
sanctions laws, (d) we did not use U.S. technology or raw material for our products; and (e) UP
OPTOTECH will not be deemed as an entity on the SDN List as discussed above, our Directors are of
the view, and the Joint Sponsors concur, that we are not subject to any sanctions risks that would
materially affect our business operations and financial performance.
BUSINESS ACTIVITIES SUBJECT TO U.S. OUTBOUND INVESTMENT RESTRICTIONS
The Department of Treasury of the United States released a final rule imposing restrictions on
U.S. outbound investment in Chinese companies active in developing certain national security
technologies (the “ Final Rule ”) on October 28, 2024, which has taken effect on January 2, 2025. For
details, please see “Risk Factors — Our business, financial condition and results of operations may be
materially and adversely affected by international policies, export controls and economic sanctions.”
Pursuant to the Final Rule, as advised by our International Sanctions Counsel, we will be deemed
to be a “covered foreign person” because we engage in the notifiable “covered activities” mentioned
below. Specifically, as advised by our International Sanctions Counsel, given that our business is
limited to IC design, and that the ICs we design neither fall within the parameters of ECCN 3A090.a
nor are they designed for operation at or below 4.5 Kelvin, such business activities do not meet the
criteria of “prohibited transactions” as defined under the Outbound Investment Review Regulation.
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Consequently, our activities will be deemed as notifiable “covered activities” rather than prohibited
“covered activities”. Therefore, the U.S. persons will not be prevented from participating in the Global
Offering. Nonetheless U.S. persons engaged in a notifiable “covered transaction” that involves the
acquisition of our equity interests may need to make a notification to the Department of Treasury of the
United States pursuant to the Final Rule, which could limit our ability to raise capital or contingent
equity capital. It should be noted that the obligation to file such notifications vests with the relevant
U.S. persons, rather than with the Company. Nevertheless, as advised by our International Sanctions
Counsel, once shares are issued and become publicly traded, subsequent purchasers (including U.S.
persons) are exempted under the publicly traded securities exception regardless of whether we engage
in covered activities.
However, there is no assurance that the Department of Treasury of the United States will take the
same view as ours. In addition, the application and implication of the Final Rule and any related
policies, laws and regulations are complex, which may be changed and updated from time to time.
These rules may limit our ability to raise capital from U.S. and other sources. The interpretation and
enforcement of these rules are evolving and unclear. Continuing changes in both U.S. and non-U.S.
jurisdictions to foreign investment laws and rules could adversely affect our future strategies, financial
performance and growth prospects.
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OVERVIEW
Our Company was established in the PRC on September 3, 2012 as a limited liability company
and was further converted into a joint stock limited company on December 26, 2022. As of the Latest
Practicable Date, our Company was owned as to approximately 27.36% by Dr. Wang, 1.91% by Dr.
Zhang, 14.27% by Zhuhai Yunchen and 6.00% by Zhuhai Xuchen. As of the Latest Practicable Date,
each of Zhuhai Pengchen, Zhuhai Xichen and Zhuhai Xingchen holds 4.81%, 3.30% and 11.78% limited
partnership interest in Zhuhai Yunchen, respectively. Dr. Wang is the spouse of Dr. Zhang. Zhuhai
Yunchen, Zhuhai Xuchen, Zhuhai Pengchen, Zhuhai Xichen and Zhuhai Xingchen are limited
partnerships established in the PRC. The general partner of each of Zhuhai Yunchen, Zhuhai Xuchen,
Zhuhai Pengchen, Zhuhai Xichen and Zhuhai Xingchen is Hangzhou Qixin, a limited liability company
wholly owned by Dr. Wang. The voting rights attaching to the Shares directly or indirectly held by
Zhuhai Yunchen, Zhuhai Xuchen, Zhuhai Pengchen, Zhuhai Xichen and Zhuhai Xingchen in our
Company are exercised by Dr. Wang through Hangzhou Qixin, the general partner of each of Zhuhai
Yunchen, Zhuhai Xuchen, Zhuhai Pengchen, Zhuhai Xichen and Zhuhai Xingchen who is responsible
for daily management of the partnerships’ external investments pursuant to their respective partnership
agreements. Dr. Wang, Dr. Zhang, Zhuhai Yunchen, Zhuhai Xuchen, Zhuhai Pengchen, Zhuhai Xichen,
Zhuhai Xingchen and Hangzhou Qixin, as a group of Controlling Shareholders, were collectively
entitled to exercise the voting rights of approximately 49.53% of the total issued share capital of our
Company as of the Latest Practicable Date. See “Substantial Shareholders” and “History, Development
and Corporate Structure” in this prospectus for details.
Immediately following completion of the Global Offering, Dr. Wang, Dr. Zhang, Zhuhai Yunchen,
Zhuhai Xuchen, Zhuhai Pengchen, Zhuhai Xichen, Zhuhai Xingchen and Hangzhou Qixin will
collectively be entitled to exercise the voting rights of approximately 42.10% of the total issued share
capital of our Company assuming that the Over-allotment Option is not exercised and without taking
into account any H Shares to be issued pursuant to the exercise of options granted under the Pre-IPO
Share Option Scheme and will collectively be entitled to exercise the voting rights of approximately
41.18% of the total issued share capital of our Company assuming the Over-allotment Option is
exercised in full and without taking into account any H Shares to be issued pursuant to the exercise of
options granted under the Pre-IPO Share Option Scheme and will remain as a group of Controlling
Shareholders upon Listing.
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Having considered the following factors, our Directors are satisfied that we are capable of
carrying out our business independently of our Controlling Shareholders and their respective close
associates after Listing.
Management independence
Our daily operational and management decisions are made by our Board and our senior
management. Our Board comprises three executive Directors, three non-executive Directors and three
independent non-executive Directors. See “Directors and Senior Management” in this prospectus for
details.
Each of our Directors is aware of his/her fiduciary duties as a Director which require, among
other things, that he/she must act for the benefit of and in the best interests of our Company and no
conflict between his/her duties as a Director and his/her personal interests shall exist. 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) shall abstain
from voting on any Board resolutions approving any contract or arrangement or any other proposal in
which he/she or any of his/her close associates has a material interest and shall not be counted in the
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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quorum present at the relevant Board meeting. In addition, we believe that our independent
non-executive Directors can bring independent judgement to the decision-making process of our Board.
Our Board has a balanced composition of executive Directors, non-executive Directors and independent
non-executive Directors which ensures the independence of our Board in making decisions affecting our
Company. Specifically, (a) our independent non-executive Directors are not associated with our
Controlling Shareholders group or each of their associates; (b) our independent non-executive Directors
account for one-third of the Board; and (c) our independent non-executive Directors individually and
collectively possess the requisite knowledge and experience as independent directors of listed
companies and will be able to provide professional and experienced advice to our Company. We will
establish corporate governance measures and adopt sufficient and effective control mechanisms to
manage conflicts of interest, if any, between our Group and our Controlling Shareholders group, which
would support our independent management.
The daily operation of our Group is carried out by an experienced management team. We have the
capabilities and personnel to perform all essential administrative functions, including financial and
accounting, human resources, business management and research and development on a standalone
basis.
For completeness, it is noted that our two Directors, namely, Dr. Wang (executive Director and
Chairman) and Dr. Zhang (executive Director), also hold positions in the Controlling Shareholders, with
Dr. Wang serving as a director and Dr. Zhang as a supervisor of Hangzhou Qixin. However, there is no
overlap of the management team of the Controlling Shareholders’ and ours, as Zhuhai Yunchen, Zhuhai
Xuchen, Zhuhai Pengchen, Zhuhai Xichen and Zhuhai Xingchen serve as our employee shareholding
platforms, while Hangzhou Qixin is for investment holding. Dr. Wang and Dr. Zhang will be able, and
has undertaken, to devote all of his/her time and attention to the development strategy, strategic
planning and business of our Group.
Based on the above, our Directors are satisfied that the Board as a whole, together with our senior
management team, is able to perform the managerial role in our Group independently.
Operational independence
We have full rights, hold all relevant licenses, permits and qualifications, have sufficient capital
and employees necessary to make all decisions on, and to carry out, our own business operation
independently of our Controlling Shareholders and their respective close associates and will continue to
do so after Listing. We have our own accounting and financial department, human resources and
administration department, internal control department and R&D department. We have also established
a set of internal control procedures and adopted corporate governance practices to facilitate the
effective operation of our business. We conduct our own sales and marketing through our own sales and
marketing team. Our Group has a large and diversified base of customers that are independent of our
Controlling Shareholders and/or their respective close associates. All the properties and facilities
necessary to our business operations are owned by us or leased from Independent Third Parties, save
for one leased property from CIOMP in Changchun with a total gross floor area of approximately
1,318.0 sq.m. used primarily as our office and operational facility. As of the Latest Practicable Date, all
of our full-time employees were recruited independently and primarily through open market and by
referral.
Based on the above, our Directors believe that our Group is able to operate independently from
our Controlling Shareholders and their respective close associates. Our Directors confirmed that our
Group will be able to operate independently from our Controlling Shareholders and each of his or her
or its close associates after Listing.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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Financial independence
We have established our own finance department with a team of financial staff, who are
responsible for financial control, accounting, reporting, group credit and internal control function of our
Company, independent from our Controlling Shareholders. We can make financial decisions
independently and our Controlling Shareholders do not intervene with our use of funds. We have also
established an independent audit system, a standardised financial and accounting system and a complete
financial management system. In addition, we are capable of obtaining financing from Independent
Third Parties. During the Track Record Period and up to the Latest Practicable Date, our Controlling
Shareholders and their respective close associates did not provide any guarantee or other form of
financial assistance to us.
During the Track Record Period and up to the Latest Practicable Date, there were no other loans,
advances or balances due to and from our Controlling Shareholders and their respective close associates
which have not been fully settled. During the Track Record Period and up to the Latest Practicable
Date, we did not provide any guarantee or mortgage in favour of our Controlling Shareholders and their
respective close associates. Based on the above, our Directors are satisfied that we are able to maintain
financial independence from our Controlling Shareholders and their respective close associates.
DELINEATION OF BUSINESSES
No competition and clear delineation of business
During the Track Record Period and up to the Latest Practicable Date and so far as our Directors
are aware, (1) apart from the interest in our Group, none of our Controlling Shareholders and their
respective close associates was engaged or had any interest in any business which, directly or
indirectly, competes or may compete with the business of our Group, which would require disclosure
under Rule 8.10 of the Listing Rules; and (2) none of our Directors had any interest in any business
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.
CORPORATE GOVERNANCE MEASURES
Our Company will comply with the provisions of the Corporate Governance Code and Corporate
Governance Report set out in Appendix C1 to the Listing Rules, which sets out principles of good
corporate governance in relation to, among other matters, directors, the chairman and chief executive
officer, board composition, the appointment, re-election and removal of directors, their responsibilities
and remuneration and communications with shareholders.
Our Directors recognize the importance of good corporate governance to protect the interests of
our Shareholders. We would adopt the following corporate governance measures to manage potential
conflict of interests between our Group and our Controlling Shareholders: (1) our Company has
established internal control mechanisms to identify connected transactions. Upon Listing, if our
Company enters into connected transactions with our Controlling Shareholders or their associates, our
Company will comply with the applicable Listing Rules; (2) where a Shareholders’ meeting is to be
held for considering proposed transactions in which a Controlling Shareholder or its associates have
any material interest, the relevant Controlling Shareholder shall not vote on the resolutions and shall
not be counted in the quorum for the voting; (3) our Board will consist of a balanced composition of
executive and non-executive Directors, including not less than one-third of independent non-executive
Directors to ensure that our Board is able to effectively exercise independent judgment in decision
making process and provide independent advice to our Shareholders. Our independent non-executive
Directors, details of whom are set out in the section headed “Directors and Senior Management”
individually and together possess the requisite knowledge and experience to perform their roles. They
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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will review whether there is any conflict of interests between our Group and our Controlling
Shareholders and provide impartial and professional advice to protect the interest of our minority
Shareholders; (4) where the advice from an independent professional, such as that from a financial
advisor, is reasonably requested by our Directors (including the independent non-executive Directors),
the appointment of such an independent professional will be made at our Company’s expenses; and (5)
we have appointed Guotai Junan Capital Limited as our compliance advisor, which will provide advice
and guidance to us in respect of compliance with the applicable laws and the Listing Rules including
various requirements relating to corporate governance.
Based on the above, our Directors are satisfied that sufficient corporate governance measures have
been put in place to manage conflicts of interest between our Group and our Controlling Shareholders,
and to protect minority shareholders’ rights after the Listing.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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OVERVIEW
We have in the past conducted transactions with certain entities, which will fall under the
definition of connected persons (as defined under Chapter 14A of the Listing Rules) upon Listing. Such
transactions will continue after the Listing and will therefore constitute our continuing connected
transactions under the Listing Rules.
CONNECTED PERSONS
The table below sets forth the parties who will become our connected persons upon Listing and
the nature of their relationship with our Group:
Name of the connected person Relationship with our Group
UP OPTOTECH ............ our substantial Shareholder
Luster .................... a Shareholder and an associate of our non-executive Director, Ms.
YANG Yi
FULLY-EXEMPT CONTINUING CONNECTED TRANSACTIONS
Sales to UP OPTOTECH Group
Background
During the Track Record Period, we sold products and provided customized solution services to
Customer Group A, which consisted of UP OPTOTECH and its subsidiaries (collectively, “ UP
OPTOTECH Group ”) and UP OPTOTECH’s associate. See “Business — Our Customers — Major
Customers” on background of Customer Group A. We are unable to reasonably foresee and estimate the
transactions with certain entity of Customer Group A, as such entity is a research institute and its
demand for our products and services is research project driven. The commencement of any specific
research project is subject to various uncertainties. Transactions with such entity may occasionally
occur at irregular intervals. Therefore, we will treat the transactions with the abovementioned entity as
one-off connected transaction. The historical transaction amounts of our sales of products and provision
of customized solution services that were one-off in nature during the Track Record Period are
RMB110.0 million, RMB36.9 million, and RMB27.2 million. Our transactions with UP OPTOTECH
Group will constitute continuing connected transactions after Listing and UP OPTOTECH Framework
Agreement will cover our transactions with UP OPTOTECH Group.
UP OPTOTECH Framework Agreement
We entered into a framework agreement with UP OPTOTECH on March 24, 2026 (the “ UP
OPTOTECH Framework Agreement ”) in relation to our sales of CMOS image sensors and provision
of customized solution services to UP OPTOTECH Group taking effect upon the Listing. Under the UP
OPTOTECH Framework Agreement, our Group will enter into separate agreements which specify the
precise scope, specific terms and conditions, method of payment and calculation of fees or charges in
respect of the sales of each type of products and the provision of each type of services. The fees to be
charged by us on UP OPTOTECH Group will be determined based on, among other things, the type of
products or services provided, after arm’s length negotiations between the parties with reference to the
market rates. The term of the UP OPTOTECH Framework Agreement will commence on the Listing and
expire on December 31, 2026.
CONTINUING CONNECTED TRANSACTIONS
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Pricing Policies
Prior to entering into any individual agreement with UP OPTOTECH Group, we will determine
the applicable price or fee by referencing the prevailing market rates we charge Independent Third
Parties for comparable products or services in the ordinary and usual course of business. In addition,
when setting the price or fee for UP OPTOTECH Group, we will determine based on arm’s length
negotiation with UP OPTOTECH Group with reference to sales volume, the type and specification of
the products or services, our cost of relevant products and services, which encompass production, R&D
expenses, and operational costs, and prevailing market price of similar product and services. With
respect to the pricing for the customized services offered to UP OPTOTECH Group, we will also take
into account the project scope, workload design complexity, process standards, UP OPTOTECH Group’s
budget, and level of competition in the market.
Reasons for the Transactions
Considering our established market position in CMOS image sensors and customized solution
services, it is expected that UP OPTOTECH Group will continue to place order(s) with us. We sell
CMOS image sensors and services to UP OPTOTECH Group for their research and development and
production of their photoelectric measurement and control instruments. We will rely on our pricing
policies and internal control measures to ensure that the terms for sales of our products and provision
of our services to UP OPTOTECH Group are fair and reasonable, or no less favorable than those made
to the Independent Third Parties and are carried out under normal commercial terms.
Historical Amounts
The historical transaction amounts of our sales of products and provision of services to UP
OPTOTECH Group during Track Record Period amounted to approximately RMB110,000,
RMB3,022,000 and RMB200,000, respectively.
Annual Caps
In respect of our sales of products and provision of services to UP OPTOTECH Group, it is
expected that the total transaction amounts for the year ending December 31, 2026 will not exceed
RMB2,700,000.
The expected increase in demand of our products from UP OPTOTECH Group in 2026 is
primarily attributable to a prototype encoder product that is currently undergoing testing and expected
to ramp up production in 2026.
The proposed annual caps have been determined with reference to the following factors: (1) the
historical transaction amounts for comparable transactions during the Track Record Period; (2) the
estimated demand for our products or services by UP OPTOTECH Group; and (3) the prevailing market
rates, determined with reference to the current prices and fees we offer to Independent Third Parties.
Listing Rules Implications
As the highest applicable percentage ratio of the contemplated transactions with respect to our
sales of products and our provision of services to UP OPTOTECH Group under the UP OPTOTECH
Framework Agreement is expected to be less than 5%, and the annual consideration is expected to be
less than HK$3 million, the transactions constitutes de minimis transactions under Rule 14A.76(1) of
the Listing Rules and is fully exempt from the reporting, announcement, circular (including independent
financial advice) and independent Shareholders’ approval requirements under Chapter 14A of the
Listing Rules.
CONTINUING CONNECTED TRANSACTIONS
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As disclosed above, we are unable to reasonably foresee the transaction with certain entity of
Customer Group A and will treat such transaction (if any) as one-off connected transaction after
Listing. Since all the entities of Customer Group A are ultimately controlled by the same entity, we will
calculate the transaction with Customer Group A on an aggregate basis. We will strictly comply with
the requirements under Chapter 14A of the Listing Rules.
PARTIALLY-EXEMPT CONTINUING CONNECTED TRANSACTIONS
Sales to Luster Group
Background
During the Track Record Period, we sold CMOS image sensors to Luster and its subsidiaries
(collectively, the “ Luster Group ”).
Luster Framework Agreement
We entered into a framework agreement with Luster on March 24, 2026 (the “ Luster Framework
Agreement ”, together with the UP OPTOTECH Framework Agreement, the “ Framework Agreements ”
and each a “ Framework Agreement ”) in relation to our sales of products to Luster Group taking effect
upon the Listing. Under the Luster Framework Agreement, our Group will enter into separate
agreements which specify precise scope, specific terms and conditions, method of payment and
calculation of fees or charges in respect of the sales of each type of products. The fees to be charged by
us on Luster Group will be determined based on, among other things, the type of products, after arm’s
length negotiations between the parties with reference to the market rates. The term of the Luster
Framework Agreement will commence on the Listing date and expire on December 31, 2026.
Pricing Policies
Prior to entering into any individual agreement with Luster Group, we will determine the
applicable price or fee by referencing the prevailing market rates we charge Independent Third Parties
for comparable products in the ordinary and usual course of business. In addition, when setting the
price or fee for Luster Group, we will determine based on arm’s length negotiation with Luster Group
with reference to sales volume, the type and specification of the products, our cost of relevant products,
which encompass production, and operational costs, and prevailing market price of similar product.
Reasons for the Transactions
Luster Group is a leading supplier of machine vision products and solutions in the machine vision
industry. It has four product lines in the industrial sector, namely, core vision components, configurable
vision systems, intelligent vision equipment, and smart factory solutions, and it serves clients in
multiple fields such as consumer electronics, new energy, printing and packaging, and semiconductors.
Sensors are among the major upstream supply chains in the machine vision industry and CMOS image
sensors are the core components used in the production of machine vision products by Luster Group.
We sell CMOS image sensors to Luster Group for their manufacturing of machine vision cameras,
which are primarily intended for using in their own equipment internally and selling to their end
customers, mainly in the 3C electronics and printed material inspection sectors.
Considering our established market position in CMOS image sensors, it is expected that Luster
Group will continue to place order(s) with us. We will rely on our pricing policies and internal control
measures to ensure that the terms for sales of our products to Luster Group are fair and reasonable, or
no less favorable than those made to the Independent Third Parties and are carried out under normal
commercial terms.
CONTINUING CONNECTED TRANSACTIONS
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Historical Amounts
The historical transaction amounts of our sales of products to Luster and its three subsidiaries
during the Track Record Period amounted to approximately RMB4,958,000, RMB5,960,000 and
RMB10,402,000, respectively.
The increase in 2024 and 2025 was primarily driven by (a) the continued market recovery of
machine vision industry, (b) Luster Group’s acquisition of JAI A/S, an international leader in the
machine vision industry, and (c) the expansion of its overseas operations. In addition, stronger demand
from the 3C sector in 2025 contributed to the increase in Luster Group’s purchases of our products
during the period, with the transaction amount exceeding the amount for both 2023 and 2024.
Annual Cap
It is expected that the total transaction amounts for the year ending December 31, 2026 will not
exceed RMB15,000,000.
The expected increase in demand of our products from Luster Group is primarily attributable to
the anticipated increase in Luster Group’ procurement of sensor products for industrial applications,
driven by the continued growth of the industrial camera market in the upcoming years and Luster
Group’s gradual expansion of its overseas operations after the acquisition of JAI A/S in January 2025.
According to the Machine Vision Industry Alliance, China’s machine vision industry is expected to
grow from RMB39.54 billion in 2025 to RMB58.08 billion in 2027, with a compound annual growth
rate of 21.2%. With Luster Group’s globalization, Luster Group aims to expand its “Vision + AI”
solutions into high-end markets in Europe, the United States, Japan, and South Korea, accelerating
internationalization and enhancing global presence in the upcoming years.
The proposed annual cap has been determined with reference to the following factors: (1) the
historical transaction amounts for comparable transactions during the Track Record Period; (2) the
estimated demand for our products by Luster Group as elaborated above; and (3) the prevailing market
rates, determined with reference to the current prices we offer to Independent Third Parties.
Listing Rules Implications
As the highest applicable percentage ratio in respect of the contemplated transactions under the
Luster Framework Agreement is expected to be more than 0.1% but less than 5%, the transactions
contemplated thereunder will be subject to the reporting, annual review, announcement requirements but
exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of
the Listing Rules pursuant to Rule 14A.76 of the Listing Rules.
Confirmation from our Directors
Our Directors (including the independent non-executive Directors) are of the view that the
partially-exempt continuing connected transactions with Luster Group have been and will be entered
into in the ordinary and usual course of our business and on normal commercial terms or better, and are
fair and reasonable and in the interest of our Company and the Shareholders as a whole, and the
proposed annual cap in respect of such transactions are fair and reasonable and in the interest of our
Company and the Shareholders as a whole.
CONTINUING CONNECTED TRANSACTIONS
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Confirmation from the Joint Sponsors
Based on the documentation and data provided by us, due diligence conducted and discussion with
us, the Joint Sponsors are of the view that the abovementioned partially-exempt continuing connected
transactions with Luster Group have been and will be entered into in the ordinary and usual course of
the Company’s business and on normal commercial terms or better, and are fair and reasonable and in
the interest of our Company and the Shareholders as a whole, and the proposed annual caps in respect
of such transactions are fair and reasonable and in the interest of our Company and the Shareholders as
a whole.
Waiver Applications in relation to the Continuing Connected Transactions
We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver
from strict compliance with the announcement requirement under Rule 14A.35 of the Listing Rules in
respect of the transactions described under the sub-section headed “Partially-exempt Continuing
Connected Transactions”.
The independent non-executive Directors and auditors of our Company will review whether the
transactions under the above continuing connected transactions with Luster Group have been entered
into pursuant to the principal terms and pricing policies under the Luster Framework. The confirmation
from our independent non-executive Directors and our auditors will be disclosed annually according to
the requirements of the Listing Rules.
Our Company will comply with the applicable requirements under the Listing Rules if any of the
proposed annual caps set out above are exceeded, or when there is a material change in the terms of
these transactions.
INTERNAL CONTROL MEASURES
In order to ensure that the terms under the Framework Agreements for the continuing connected
transactions are fair and reasonable, or no less favorable than terms available to Independent Third
Parties, and are carried out under normal commercial terms, we have adopted the following internal
control procedures: (a) we have adopted and implemented a management system on connected
transactions. Under such system, the audit committee is responsible for reviewing compliance with
relevant laws, regulations, our policies and the Listing Rules in respect of the continuing connected
transactions. Further, the audit committee, the Board and various internal departments of our Company
(including but not limited to the finance department and the legal department) are jointly responsible
for evaluating the terms under Framework Agreements for the continuing connected transactions, in
particular, the fairness of the pricing policies and annual caps under each agreement; (b) the audit
committee, the Board and various other internal departments of our Company (including but not limited
to the finance department and the legal department) will regularly monitor the fulfillment status and the
transaction updates under the Framework Agreements. In addition, our management shall also regularly
review the pricing policies of the Framework Agreements; (c) our independent non-executive Directors
and auditors will conduct annual review of the continuing connected transactions under the Framework
Agreements and provide annual confirmation to ensure that in accordance with Rules 14A.55 and
14A.56 of the Listing Rules that the transactions are conducted in accordance with the terms of the
agreements, on normal commercial terms and in accordance with the relevant pricing policies; (d) when
considering the fees and charges in relation to the transactions with connected persons, we will
regularly research into prevailing market conditions and practices and make reference to the pricing and
terms between our Group and Independent Third Parties for similar transactions, to make sure that the
pricing and terms offered to the above connected persons from mutual commercial negotiations, are
fair, reasonable and are no less favorable than those offered to Independent Third Parties; and (e) when
considering any renewal or revisions to the Framework Agreements after Listing, the interested
CONTINUING CONNECTED TRANSACTIONS
– 194 –


--- page 204 ---
Directors and Shareholders will abstain from voting on the resolutions to approve such continuing
connected transactions at the relevant board meetings or shareholders’ meetings (as the case may be),
and the terms of the proposed renewal or revisions of the Framework Agreements will be considered by
our independent non-executive Directors.
CONTINUING CONNECTED TRANSACTIONS
– 195 –


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OVERVIEW
Upon Listing, our Board will consist of nine Directors, comprising three executive Directors, three
non-executive Directors and three independent non-executive Directors.
The following table sets forth certain information in respect of our Directors:
Name Age Position Roles and responsibilities
Date of joining
our Group
Date of
Appointment as
Director
Relationship with
other Directors
and senior
management
Executive Directors
Dr. WANG Xinyang
(“Dr. Wang ”)
௹ɻ
46 Chairman,
General Manager,
Chief Executive
Officer,
Executive Director
Leading overall
strategic planning,
business
development, and
operational
management of our
Group.
September 3,
2012
September 3,
2012
Spouse of
Dr. Zhang
Dr. ZHANG Yanxia
(“Dr. Zhang ”)
ੵᜮᒳ௹ɻ
46 Deputy General
Manager,
Board Secretary,
Chief Operation
Officer,
Executive Director,
Joint Company
Secretary
Overseeing and
managing
day-to-day
operations,
strategic planning
and business
development of our
Group.
February 28,
2013
December 16,
2022
Spouse of
Dr. Wang
Ms. WU Qinyun
◌ාঀɾɻ
39 Deputy General
Manager,
Chief Financial
Officer,
Head of Finance,
Executive Director
Responsible for the
overall financial
strategy,
accounting, tax,
treasury related
matters and finance
business of our
Group.
May 6, 2021 December 16,
2022
N/A
Non-executive Directors
Ms. YANG Yi
เᖵɾɻ
55 Non-executive
Director
Providing advice on
the operation and
management of our
Group.
September 3,
2012
September 3,
2012
N/A
Dr. CHU Hairong
Ꮇऎ࿲௹ɻ
43 Non-executive
Director
Providing advice on
the operation and
management of our
Group.
June 5, 2025 June 5, 2025 N/A
Dr. XIONG Jingying
ဤ౺ᆦ௹ɻ
37 Non-executive
Director
Providing advice on
the operation and
management of our
Group.
June 5, 2025 June 5, 2025 N/A
DIRECTORS AND SENIOR MANAGEMENT
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--- page 206 ---
Name Age Position Roles and responsibilities
Date of joining
our Group
Date of
Appointment as
Director
Relationship with
other Directors
and senior
management
Independent non-executive Directors
Dr. WANG Xinlu
ˮอ༩௹ɻ
39 Independent
non-executive
Director
Supervising and
providing
independent
judgement to our
Board.
December 16,
2022
December 16,
2022
N/A
Dr. XIE Ning
༆ྐྵ௹ɻ
43 Independent
non-executive
Director
Supervising and
providing
independent
judgement to our
Board.
December 16,
2022
December 16,
2022
N/A
Dr. GAO Teng
৷ᙜ௹ɻ
56 Independent
non-executive
Director
Supervising and
providing
independent
judgement to our
Board.
June 5, 2025 June 5, 2025 N/A
DIRECTORS
Executive Directors
Dr. WANG Xinyang (௹ɻ ), aged 46, is the founder of our Company and has served as a
Director, the General Manager and the Chief Executive Officer of our Company since our establishment
in September 2012. He has also been the Chairman of our Board since April 2021 and has been
re-designated as our executive Director on June 5, 2025. He is responsible for leading the overall
strategic planning, business development, and operational management of our Group. Dr. Wang is the
spouse of Dr. Zhang, executive Director of our Company. He currently also serves as a director or the
legal representative of the corporate director (where applicable) of all of our subsidiaries.
Dr. Wang has more than 16 years of technical and management experience in the semiconductor
industry. Prior to establishing our Company in September 2012, he joined CMOSIS NV , a Belgian
company engaged in CMOS image sensor design, as an image sensor specialist since November 2008
and worked at the company for almost four years. Between August 2012 and April 2022, Dr. Wang
worked as a researcher and PhD supervisor at State Key Laboratory of Luminescence and Applications
(܃of CIOMP.
Dr. Wang received a bachelor’s degree in Applied Electronics from Zhejiang University ( एϪɽ
ኪ) in June 2002, a master’s degree in Microelectronics Systems Design from the University of
Southampton in January 2004, and a doctoral degree with a research focus in CMOS image sensor from
Delft University of Technology in November 2008. Dr. Wang obtained the First Prize of Jilin Provincial
Science and Technology Award (ኪҦஔɓഃᆤ ) in November 2021 as a result of his
outstanding contribution in manufacturing and application of CMOS image sensors.
DIRECTORS AND SENIOR MANAGEMENT
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Dr. Wang was a general manager and person in charge of the following dissolved companies and
confirmed that the following companies were solvent immediately prior to their dissolution and had no
outstanding claims or liabilities. The relevant details are as follows:
Company name
Place of
establishment Position held Date of dissolution Reasons
Nature of business
before dissolution
Xi’an Aoguang Chenxin
Technology Co. Ltd.*
(Ҧ
ʮ̡) .......
PRC General manager January 12, 2021 Dissolved by
deregistration due to
no actual business
operations as
confirmed by Dr.
Wang
Integrated
circuit chip
design and
services, etc.
Gpixel Microelectronics
Inc. Xi’an Branch*
(Έཥ
ʮ̡Гτʱ
ʮ̡) ..........
PRC Person in charge July 30, 2020 Dissolved by
deregistration due to
no actual business
operations as
confirmed by Dr.
Wang
Integrated
circuit chip
design and
services, etc.
Dr. ZHANG Yanxia ( ੵᜮᒳ௹ɻ ), aged 46, has served as a Director, Deputy General Manager,
Board Secretary of our Company since December 2022 and has been re-designated as our Executive
Director on June 5, 2025. She has also served as our Chief Operation Officer since August 2018, and
prior to which, served as our Marketing Director from February 2013 to August 2018. She is
responsible for overseeing and managing the Group’s day-to-day operations, strategic planning and
business development. She has been appointed as one of our Joint Company Secretaries since June 5,
2025. Dr. Zhang is the spouse of Dr. Wang, Chairman of the Board. She currently also serves as a
director of our subsidiary, Changguang Yuanxin.
Dr. Zhang has more than 16 years of technical, marketing and operational management experience
in the semiconductor industry. Prior to joining our Company in February 2013, she was a research
scientist at Philips Electronics Nederland BV , which is a subsidiary of Royal Philips, a listed company
on the New York Stock Exchange and Amsterdam Stock Exchange (NYSE: PHG, AEX: PHIA), since
December 2010 and worked at the company for approximately two years. Since July 2008, she was
responsible for illumination optics at Mapper Lithography BV , a Dutch company engaged in maskless
lithography and worked at the company for approximately two years.
Dr. Zhang received a bachelor’s degree in Electronic Engineering from Zhejiang University ( एϪ
ɽኪ) in June 2002, a master’s degree in Electrical Engineering from Concordia University in May
2005, and a doctoral degree with a research focus in imaging physics from Delft University of
Technology in November 2008. Dr. Zhang obtained the First Prize of Jilin Provincial Science and
Technology Award (ኪҦஔɓഃᆤ ) in November 2021 as a result of her outstanding
contribution in manufacturing and application of CMOS image sensors.
Dr. Zhang was an executive director and general manager of Changchun Saisi Imaging
Technology Co. Ltd.* (ʮ̡ ), a PRC company and engaged in the R&D, sales
and consulting services for electronic products and etc., which was dissolved on September 14, 2016.
Dr. Zhang confirmed that it was solvent immediately prior to its dissolution and had no outstanding
claims or liabilities.
Ms. WU Qinyun ( ◌ාঀɾɻ ), aged 39, has been serving as a Director, Deputy General Manager
and Chief Financial Officer of our Company since December 2022 and re-designated as our Executive
Director on June 5, 2025. She joined our Group in May 2021 as a Senior Finance Manager and has
DIRECTORS AND SENIOR MANAGEMENT
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--- page 208 ---
been promoted as our Chief Financial Officer since April 2022 and Head of Finance since May 2022.
Ms. Wu is responsible for the financial strategy, accounting, tax, treasury related matters and finance
business of our Group. She currently also serves as a director of our subsidiaries Gpixel Belgium and
Changguang Yuanxin.
Ms. Wu has approximately 15 years of experience in financial management and auditing. Prior to
joining our Group, Ms. Wu was as a finance manager at Hangzhou Hikvision Digital Technology Co.,
Ltd. (ʮ̡ ) a company whose shares are listed on the Shenzhen Stock
Exchange (Stock code: 002415) from December 2018 to April 2021 and was a senior auditor at Ernst &
Young Hua Ming LLP (ה( ౷ஷΥྫ )) from September 2011 to December
2018.
Ms. Wu received a master’s degree in Management from the University of Bath in November
2010. She is a Certified Public Accountant in the People’s Republic of China.
Non-executive Directors
Ms. YANG Yi ( เᖵɾɻ), aged 55, has been appointed as our Director since September 2012.
She has been re-designated as our non-executive Director since June 5, 2025 and is responsible for
providing advice on the operation and management of our Group.
Ms. Yang has approximately 28 years of experience in the optoelectronics industry and corporate
management field. She is the co-founder of Luster, a company listed on the Shanghai Stock Exchange
(stock code: 688400) and has been serving as its director and vice general manager since its
establishment in August 2002. Prior to the establishment of Luster, Ms. Yang founded Beijing Lingyun
Guangtong Technology Co., Ltd. (ʮ̡ ) in July 1997.
Ms. Yang received a bachelor’s degree in Engineering Physics from Tsinghua University ( ૶ശɽ
ኪ) in July 1992.
Ms. Yang was a director, supervisor or person in charge (as the case may be) of the following
dissolved companies and confirmed that the following companies were solvent immediately prior to
their dissolution and had no outstanding claims or liabilities. The relevant details are as follows:
Company name
Place of
establishment Position held Date of dissolution Reasons
Nature of business
before dissolution
Beijing Luster Lightech Investment
Holding Co. Ltd.* (ථΈɿ
ப΂ʮ̡ ) .....
PRC Director March 23, 2020 Adjustment of
business strategy as
confirmed by Ms.
Yang
Investment
management and
asset management,
etc.
Beijing Lingyun Broadband
Communication Technology Co.
Ltd.* (ҦஔϞ
ʮ̡)..............
PRC Supervisor February 24, 2020 Adjustment of
business strategy as
confirmed by Ms.
Yang
Technical development
and consulting for
communication
equipment, etc
Beijing Luyuan Broadband
Communication Technology Co.
Ltd.* (ҦஔϞ
ʮ̡)..............
PRC Supervisor August, 27 2008 Adjustment of
business strategy as
confirmed by Ms.
Yang
Technical development
and consulting for
communication
equipment, etc.
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Company name
Place of
establishment Position held Date of dissolution Reasons
Nature of business
before dissolution
Beijing Luyuan Guangtong
Technology Co. Ltd. Haidian
Branch* (ࠢ
ʮ̡ऎὅʱʮ̡ ) .........
PRC Person in
Charge
January 15, 2020 Adjustment of
business strategy as
confirmed by Ms.
Yang
Technical development
and consulting for
communication
equipment, etc.
Luster Lighttech Co. Limited (ථ
ʮ̡ )........
Hong Kong Director June 25, 2021 Adjustment of
business strategy as
confirmed by Ms.
Yang
Fiber optic device and
instrument sales
Dr. CHU Hairong ( Ꮇऎ࿲௹ɻ ), aged 43, was appointed as our non-executive Director on June
5, 2025. He is responsible for providing advice on the operation and management of our Group.
Dr. Chu has nearly 15 years of experience in scientific research and management in the
optoelectronics field. Since November 2024, he has served as a director of UP OPTOTECH, our
substantial shareholder and a company listed on the Shenzhen Stock Exchange (stock code: 002338).
Dr. Chu has also been serving as a deputy general manager of Changguang Precision since January
2024. Prior to joining UP OPTOTECH and Changguang Precision, Dr. Chu was at CIOMP from June
2010 to December 2023. During his tenure at CIOMP, he successively served in various positions,
including an associate researcher and deputy researcher in the new technology division, a researcher in
the Daheng optoelectronics technology strategic research center and a deputy director of the intellectual
property and technology transfer office.
Dr. Chu received a bachelor’s degree in Electronic Information Engineering from Jilin University
(ɽኪ) in July 2005, and a doctoral degree in Mechatronics Engineering from CIOMP in July 2010.
He is a certified senior engineer of the Chinese Academy of Sciences.
Dr. XIONG Jingying ( ဤ౺ᆦ௹ɻ ), aged 37, was appointed as our non-executive Director on
June 5, 2025. She is responsible for providing advice on the operation and management of our Group.
Dr. Xiong has over seven years of experience in corporate and operational management in the
microelectronics industry. She currently serves as an assistant to the general manager of UP
OPTOTECH, our substantial shareholder and a company listed on the Shenzhen Stock Exchange (stock
code: 002338) since October 2024. Prior to joining UP OPTOTECH, Dr. Xiong worked at Changguang
Precision from July 2017 to October 2024. During her tenure at Changguang Precision, she successively
served as a member of state-owned assets supervision department, a manager of comprehensive
management department, and a manager of enterprise development department lastly, where she was
responsible for industrial cluster development and the implementation of phase III of the
optoelectronics industry park.
Dr. Xiong received a bachelor’s degree in Detection, Guidance and Control Technology from
Nanjing University of Aeronautics and Astronautics (ঘ˂ɽኪ ) in June 2012, and a doctoral
degree in Optical Engineering from University of Chinese Academy of Sciences (ኪ৫ɽኪ )i n
July 2017. She is a certified senior engineer of the Chinese Academy of Sciences.
Independent Non-executive Directors
Dr. WANG Xinlu ( ˮอ༩௹ɻ ), aged 39, has been serving as our independent Director since
December 2022 and re-designated as our independent non-executive Director on June 5, 2025. He is
responsible for supervising and providing independent judgment to our Board.
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Dr. WANG Xinlu has approximately 10 years of experience in the fields of accounting and
finance. Since July 2019, he has served as an associate professor at Jinan University (ɽኪ). Prior
to that, he held faculty positions (including as associate professor) at Southwestern University of
Finance and Economics (ৌ຾ɽኪ ) from October 2015 to July 2019.
In addition to his academic roles, Dr. WANG Xinlu has been serving as an independent director,
chairman of audit committee and member of remuneration and appraisal committee of Jiangxi Jovo
Energy Co., Ltd. (ʮ̡ ), a company listed on the Shanghai Stock Exchange
(stock code: 605090) since January 2024 and an independent director and chairman of both the audit
committee and remuneration and appraisal committee of Skyverse Technology Co., Ltd. (಻
ʮ̡ ), a company listed on the Shanghai Stock Exchange (stock code: 688361), since
December 2020.
Dr. WANG Xinlu received a bachelor’s degree in Accounting from Huazhong University of
Science and Technology (Ҧɽኪ ) in June 2008, a master’s degree in Accounting from Xiamen
University (ɽኪ) in June 2011, and a doctoral degree with a research focus in Financial
Accounting and Capital Market from the University of Hong Kong in November 2015. He is a member
of the Chinese Institute of Certified Public Accountants.
Dr. XIE Ning ( ༆ྐྵ௹ɻ), aged 42, has been serving as our independent Director since December
2022 and re-designated as our independent non-executive Director on June 5, 2025. She is responsible
for supervising and providing independent judgment to our Board.
Dr. Xie has over 12 years of experience in the semiconductor and microelectronics engineering
industries. Since August 2023, she has been serving at Wuxi Shenglang Microelectronics Co., Ltd. ( ೌ
ʮ̡ ). Prior to that, from October 2012 to July 2023, she served as researcher at the
Shanghai Institute of Technical Physics, Chinese Academy of Sciences (Ӻ
הOur Company considers that Dr. Xie’s previous researcher role in Shanghai Institute of Technical
Physics, Chinese Academy of Sciences would not affect her independence as our independent
non-executive Director, on the basis that (a) she served solely as a researcher and was not involved in
any management or operation role at the institute level, and (b) she ceased this role in July 2023.
Dr. Xie received a bachelor’s degree in Electronic Information Engineering from Zhejiang
University ( एϪɽኪ) in June 2004, a master’s degree in Electrical Engineering and a doctoral degree
with a research focus in CMOS image sensor from Delft University of Technology in August 2007 and
July 2012, respectively.
Dr. GAO Teng ( ৷ᙜ௹ɻ), aged 56, was appointed as an independent non-executive Director of
our Company on June 5, 2025. He is responsible for supervising and providing independent judgment to
our Board.
Dr. Gao has nearly 25 years of experience in the semiconductor and microelectronics industry.
Since January 2025, Dr. Gao has been appointed as the chief executive officer of the Hong Kong
Microelectronics Research and Development Institute (“ MRDI”) (೯৫ ), a HKSAR
Government-initiated and financed organization. He is responsible for leading MRDI’s collaboration
among universities, research centers and industry partners to support the research of third-generation
semiconductor core technologies and microelectronic development in the Asia-Pacific region. Dr. Gao
began his career in the microelectronics industry by joining IMEC vzw, a leading nanoelectronics R&D
center based in Belgium as its business development manager in October 2001. He also served as the
general manager of IMEC Microelectronics (Shanghai) Co., Ltd. (ฆཥɿ (ɪऎ)ʮ̡) from
August 2010 to April 2015, during which he was responsible for managing the expansion and business
development of IMEC Microelectronics (Shanghai) Co., Ltd. in China. From May 2015 to August 2023,
Dr. Gao served as the senior deputy general manager of the Shanghai Industrial Technology Research
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Institute (“ SITRI ”) (Ӻ৫ ), an organization co-founded by, among others, the
Shanghai City Science Technology Committee (ึ ) of the Shanghai Government.
During his tenure at SITRI, Dr. Gao served as the president of SITRI’s affiliated entity, namely Fuzhou
Internet of Things Open Lab (FIoT-LAB) (܃from March 2017 to July 2023.
From August 2023 to July 2024, Dr. Gao served as the deputy general manager of Zhejiang ICsprout
Semiconductor Co., Ltd.* (ʮ̡ ), responsible for strategic management related
matter.
Dr. Gao received a bachelor’s degree in Automatic Control from the Southeast University (ɽ
ኪ) in July 1991, a master’s degree in Engineering and a doctoral degree in Applied Sciences from
Catholic University of Leuven (KU Leuven) in June 1995 and September 2000, respectively, and a
degree of Master of Business Administration from China Europe International Business School ( ʕᆄ਷
ყʈਠኪ৫ ), the only business school in China co-founded by the Chinese Government and the
European Union, in January 2014.
Save as disclosed above, each of our Directors (i) did not hold other positions in our Company or
other members of our Group as of the Latest Practicable Date; (ii) had no other relationship with any
Directors, senior management or substantial shareholders of our Company as of the Latest Practicable
Date; and (iii) did not hold any other directorships in listed companies in the three years prior to the
date of this prospectus.
Immediately following completion of the Global Offering, save for the interests in the Shares
which are disclosed in the sections headed “Substantial Shareholders” and “Statutory and General
Information” in this prospectus, each of our Directors will not have any interest in the Shares within the
meaning of Part XV of the SFO or is a director or an employee of a company which has an interest or
short position in the Shares and underlying Shares of our Company.
Save as disclosed herein, to the best of the knowledge, information and belief of our Directors
having made all reasonable enquiries, there were no other matters with respect to the appointment of
our Directors that need 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.
CONFIRMATION FROM OUR DIRECTORS
Rule 3.09D of the Listing Rules
Each of our Directors confirms that he or she (i) has obtained the legal advice referred to under
Rule 3.09D of the Listing Rules on June 9, 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 has confirmed (i) his or her independence as
regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he or she has no
past or present financial or other interest in the business of the Company or its subsidiaries or any
connection with any core connected person of the Company under the Listing Rules as of the Latest
Practicable Date, and (iii) that there are no other factors that may affect his or her independence at the
time of his/her appointments.
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DISCLOSURE UNDER RULE 8.10(2) OF THE LISTING RULES
As of the Latest Practicable Date, none of our Directors had interests in any business, which
competes directly or indirectly with our business for the purpose of Rule 8.10(2) of the Listing Rules.
SENIOR MANAGEMENT
The following table shows the key information of our senior management as at the date of this
prospectus:
Name Age Position Roles and responsibilities
Date of joining
our Group
Date of
appointment
as senior
management
member
Relationship with
other Directors
and senior
management
Dr. WANG Xinyang
௹ɻ
46 Chairman,
General Manager,
Chief Executive Officer,
Executive Director
Leading overall
strategic planning,
business
development, and
operational
management of our
Group
September 3,
2012
September 3,
2012
Spouse of
Dr. Zhang
Dr. ZHANG Yanxia
ੵᜮᒳ௹ɻ
46 Deputy General Manager
Board Secretary,
Chief Operation Officer,
Executive Director,
Joint Company Secretary
Overseeing and
managing
day-to-day
operations,
strategic planning
and business
development of our
Group
February 28,
2013
December 16,
2022
Spouse of
Dr. Wang
Ms. WU Qinyun
◌ාঀɾɻ
39 Deputy General Manager,
Chief Financial Officer
Head of Finance,
Executive Director
Responsible for the
overall financial
strategy,
accounting, tax,
treasury related
matters and finance
business of our
Group
May 6, 2021 May 30, 2022 N/A
Dr. MA Cheng
৵ϓ௹ɻ
38 Deputy General Manager,
Director of R&D
Responsible for
overseeing the
Group’s product
development and
technological
innovation
November 8,
2012
December 16,
2022
N/A
Our executive Directors, namely, Dr. Wang, Dr. Zhang and Ms. WU Qinyun, concurrently hold
senior management positions in our Group. For each of their biographies, please see “— Directors —
Executive Directors” in the subsection above.
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Dr. MA Cheng ( ৵ϓ௹ɻ), aged 38, has been serving as the Deputy General Manager and the
director of R&D of our Company since December 2022 and November 2012, respectively. He is
responsible for overseeing the Group’s product development and technological innovation.
Dr. Ma currently also serves as a director of R&D and supervisor of Gpixel Hangzhou, and a
supervisor of Gpixel Dalian, both of which are subsidiaries of our Company. Prior to joining our Group
in November 2012, he was a design engineer at CMOSIS NV from September 2010 to October 2012.
Between November 2012 and March 2021, he also worked successively as an assistance researcher and
associate researcher at State Key Laboratory of Luminescence and Applications (ࠠ࢕
܃of CIOMP.
Dr. Ma received a bachelor’s degree in Electronic Information Engineering from Huazhong
University of Science and Technology (Ҧɽኪ ) in June 2008, a master’s degree in Electrical
Engineering from Delft University of Technology in September 2010, and a doctoral degree in Circuits
and Systems from Jilin University (ɽኪ) in June 2019. Dr. Ma obtained the First Prize of the Jilin
Provincial Science and Technology Award (ኪҦஔɓഃᆤ ) in November 2021 as a result of
his outstanding contribution in manufacturing and application of CMOS image sensors.
JOINT COMPANY SECRETARIES
Dr. ZHANG Yanxia ( ੵᜮᒳ௹ɻ ), aged 46, was appointed as our joint company secretary on
June 5, 2025. For details of her background, see “— Directors — Executive Directors” above.
Ms. PUN Kim Ying ( ᆙᄏᆦɾɻ ) was appointed as the other joint company secretary of our
Company on March 26, 2026.
Ms. Pun is currently an assistant manager of SWCS Corporate Services Group (Hong Kong)
Limited (ਕණྠ (ಥ)ʮ̡), a professional services provider specialising in corporate
services, where she is mainly responsible for the company secretarial and compliance work for
companies listed on the Stock Exchange. Ms. Pun has over 6 years of experience in corporate
secretarial field. She is a member of both The Hong Kong Chartered Governance Institute (ط
ଣʮึ) and The Chartered Governance Institute in the United Kingdom (ଣʮึ ). In
addition, she holds a Bachelor’s degree in Business Administration in Corporate Administration and a
Master’s degree in Corporate Governance.
Pursuant to Rule 3.28 of the Listing Rules, an issuer must appoint as its company secretary 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.
We have applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver from
strict compliance with Rules 3.28 and 8.17 of the Listing Rules, with regards to the qualifications of
company secretary. For further details of the waiver application, please see “Waivers from Strict
Compliance with the Listing Rules” in this prospectus.
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BOARD COMMITTEES
We have established four Board Committees in accordance with the relevant laws and regulations
in Chinese Mainland, the Articles and the code of corporate governance practices under the Listing
Rules, namely the audit committee, the remuneration and appraisal committee, the nomination
committee and the strategy committee. The functions of the four committees are summarized as
follows:
Audit Committee
We have established an audit committee in compliance with Rule 3.21 of the Listing Rules and
with written terms of reference in compliance with paragraph D.3 of the Corporate Governance Code as
set out in Appendix C1 of the Listing Rules. The primary duties of our audit committee are to (i)
provide an independent view of the effectiveness of our financial reporting, risk management and
internal control systems, (ii) oversee our audit process, develop and review policies; and (iii) perform
other duties and responsibilities as assigned by our Board.
Our audit committee comprises three members, namely Dr. WANG Xinlu, Dr. XIE Ning and Dr.
XIONG Jingying. Dr. WANG Xinlu is the chairman of the audit committee, who is an independent
non-executive Director with the appropriate accounting and related financial management expertise as
required under Rules 3.10(2) and 3.21 of the Listing Rules.
Remuneration and Appraisal Committee
We have established a remuneration and appraisal committee in compliance with Rule 3.25 of the
Listing Rules and with written terms of reference in compliance in compliance with paragraph E.1 of
the Corporate Governance Code as set out in Appendix C1 of the Listing Rules. The primary duties of
the remuneration and appraisal committee are to (i) establish, review and make recommendations to our
Board on our policy and structure concerning remuneration of our Directors and senior management and
on the establishment of a formal and transparent procedure for developing policies concerning such
remuneration; (ii) determine the terms of the specific remuneration package of each executive Director
and senior management; (iii) review and approve performance-based remuneration with reference to
corporate goals and objectives resolved by our Board from time to time; and (iv) approve matters
relating to share schemes under chapter 17 of the Listing Rules.
Our remuneration and appraisal committee comprises three members, namely Dr. XIE Ning, Dr.
WANG Xinlu, and Dr. Zhang. Dr. XIE Ning is the chairwoman of the remuneration and appraisal
committee.
Nomination Committee
We have established a nomination committee with written terms of reference in compliance with
Rule 3.27A of the Listing Rules and paragraph B.3 of the Corporate Governance Code as set out in
Appendix C1 of the Listing Rules. The primary duties of the nomination committee are to (i) review the
structure, size and composition of our Board at least annually, assist the Board in maintaining a board
skills matrix and make recommendations regarding any proposed changes to its composition; (ii)
identify, select or make recommendations to our Board on the selection of nominees for directorship;
(iii) ensure the diversity of our Board; (iv) assess the independence of our independent non-executive
Directors; (v) make recommendations to our Board on relevant matters relating to the appointment,
re-appointment, removal and succession of our Directors and (vi) support our Company’s regular
evaluation of the Board’s performance.
Our nomination committee comprises three members, namely Dr. Wang, Dr. XIE Ning and Dr.
WANG Xinlu. Dr. Wang is the chairman of the nomination committee.
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Strategy Committee
We have established a strategy committee with written terms of reference. The primary duties of
the strategy committee are to make recommendations to our Board on the long-term development
strategy and the Company’s major investments and projects.
Our Strategy Committee comprises three members, namely Dr. Wang, Dr. Zhang and Ms. WU
Qinyun. Dr. Wang is the chairman of the Strategy Committee.
BOARD DIVERSITY POLICY
We have adopted a board diversity policy (the “ Board Diversity Policy ”) which sets out the
objective and approach to achieve and maintain diversity of our Board in order to enhance the
effectiveness of our Board. Pursuant to the Board Diversity Policy, we seek to achieve diversity of our
Board through the consideration of a number of factors when selecting candidates to our Board,
including but not limited to professional experience, skills, knowledge, gender, age, cultural and
education background, ethnicity and length of service. Our Company recognizes and embraces the
benefits of having a diverse Board and sees increasing diversity at the Board level, including gender
diversity, as an essential element in maintaining our Company’s competitive advantage and enhancing
its ability to attract talents and to retain and motivate employees. We have also taken, and will continue
to take steps to promote gender diversity at all levels of our Company, including but not limited to our
Board and the senior management levels.
Our Directors have a balanced mix of knowledge and skills, including in management, strategic
and business development, research and development, sales and marketing, legal compliance and
corporate finance. The ages of our Directors range from 36 years old to 55 years old, and we have
female directors constituting more than half of members on the Board. Our nomination committee will
review and assesses the composition of the Board and make recommendations to the Board on
appointment of members of the Board. Meanwhile, our nomination committee will consider the benefits
of all aspects of diversity, including but without limitation, professional experience, skills, knowledge,
education background, age, gender, cultural and ethnicity and length of service, in order to maintain an
appropriate range and balance of talents, skills, experience and diversity of perspectives on the Board.
We will continue to take steps to promote gender diversity at all levels of our Company, including
but not limited to our Board and the senior management levels. We will encourage our incumbent Board
members, in particular, members of our nomination committee, to recommend female candidate
directors and take other actions to help foster board diversity, for example inviting some of our
outstanding female staff at mid to senior level to attend and observe Board meeting. This will allow our
Board to have a better understanding of potential female candidates before they are nominated to our
Board and provide opportunities for potential female candidates to prepare themselves for director
duties. We will also continue to ensure that there is gender diversity when recruiting staff at mid to
senior level so that we will have a pipeline of female senior management and potential successors to
our Board in due time to ensure gender diversity of our Board. Our Group will continue to emphasize
training of female talent and providing long-term development opportunities for our female staff
including but not limited to business operation, management, accounting and finance, legal and
compliance. As such, we are of the view that our Board will be offered chances to identify competent
female staff at mid to senior level to be nominated as a Director in future with a pipeline of female
candidates.
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COMPLIANCE ADVISOR
We have appointed Guotai Junan Capital Limited as our compliance advisor upon the Listing
pursuant to Rule 3A.19 of the Listing Rules. Pursuant to Rule 3A.23 of the Listing Rules, our
compliance advisor will advise us when we consult our compliance advisor in the following
circumstances: (i) before the publication of any regulatory announcement, circular or financial report;
(ii) where a transaction, which might be a notifiable or connected transaction under the Listing Rules, is
contemplated by our Group, including share issues and share repurchases; (iii) where our Group
proposes to use the proceeds of the Global Offering in a manner different from that detailed in this
prospectus or where our Group’s business activities, developments or results of operation deviate from
any forecast, estimate or other information in this prospectus; and (iv) where the Stock Exchange makes
an inquiry of our Company regarding unusual movements in the price or trading volume of the Shares.
The terms of appointment of the compliance advisor shall commence on the Listing Date and end
on the date on which our Group complies with Rule 13.46 of the Listing Rules in respect of our
financial results for the first full financial year commencing after the Listing Date and such
appointment may be subject to extension by mutual agreement.
COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
Pursuant to code provision C.2.1 of the Corporate Governance Code in Appendix C1 to the Listing
Rules, the roles of chairman and chief executive officer should be separate and should not be performed
by the same individual. Dr. Wang is currently the Chairman, General Manager and Chief Executive
Officer of our Company. In view of the fact that Dr. Wang has been assuming the responsibilities in the
overall management and supervision of the daily operations of our Group since September 2012, our
Board believes that it is in the best interest of our Group to have Dr. Wang taking up both roles for
effective management and operations.
Therefore, our Directors consider that the deviation from such code provision is appropriate.
Notwithstanding such deviation, our Directors are of the view that our Board is able to work efficiently
and perform its responsibilities with all key and appropriate issues discussed in a timely manner. In
addition, as all major decisions will be made in consultation with members of our Board and the
relevant Board committee, and there are three independent non-executive Directors on our Board
offering independent perspective, our Board is therefore of the view that there are adequate safeguards
in place to ensure sufficient balance of powers within our Board. Our Board shall nevertheless review
the structure and composition of our Board and senior management from time to time in light of
prevailing circumstances to maintain a high standard of corporate governance practices of our
Company.
Save as disclosed above, we expect to comply with the code provisions stated in the Corporate
Governance Code as set forth in Appendix C1 to the Listing Rules after the Listing. Our Company is
committed to the view that our Board should include a balanced composition of executive and
independent non-executive Directors so that there is a strong independent element on our Board, which
can effectively exercise independent judgment.
REMUNERATION POLICY
The aggregate amounts of remuneration (including fees, salaries, bonuses, allowances, share-based
payments and pension scheme contributions) for our Directors and supervisors for the three years ended
December 31, 2025 was approximately RMB6.9 million, RMB6.8 million and RMB6.3 million,
respectively. There was no arrangement under which our Directors waived or agreed to waive any
remuneration during the aforesaid periods.
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For the three years ended December 31, 2025, the five highest paid individuals of our Company
included nil, nil and nil Director, respectively. The aggregate remuneration (including salaries, bonuses,
allowances, share-based payments and pension scheme contributions) paid to our Group’s five highest
remuneration individuals were approximately RMB37.0 million, RMB44.5 million and RMB48.6
million, respectively.
Under the current arrangement, the aggregate remuneration payable to the Directors for the year
ending December 31, 2026 are estimated to be approximately RMB6.1 million.
During the Track Record Period, no emolument was paid by our Group to any of our Directors or
the five highest paid individuals (including Directors and employees) as an inducement to join or upon
joining our Group or as compensation for loss of office.
Save as disclosed above, no other payments of remuneration have been made, or are payable, in
respect of the Track Record Period, by our Group to or on behalf of any of our Directors.
For further details of the remuneration of our Directors, please see note 8 to Appendix I to this
prospectus.
DIRECTORS AND SENIOR MANAGEMENT
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So far as our Directors are aware, (i) as of the Latest Practicable Date, and (ii) immediately
following the completion of the Global Offering (assuming that the Over-allotment Option is not
exercised), the following persons are expected to have or be deemed or taken to have an interest and/or
a short position in our Shares or the underlying Shares of our Company which will be required to be
disclosed to our Company and the Stock Exchange pursuant to the provisions of Divisions 2 and 3 of
Part XV of the SFO, or, who will be, directly or indirectly, interested in 10% or more of the number of
any class of share capital carrying rights to vote in all circumstances at general meetings of our
Company or any other members of our Group:
Name of Shareholder Nature of interest Description of Shares (1)
Shares held in the total share
capital of our Company as of the
Latest Practicable Date and
immediately prior to the Global
Offering
Shares held in the total share
capital of our Company immediately
following the completion of the
Global Offering (assuming the
Over-allotment Option is not
exercised)
Number of
Shares
Approximate
percentage of
shareholding
Number of
Shares
Approximate
percentage of
shareholding
Dr. Wang ...... Beneficial owner/
interest in controlled
corporation/ interest of
spouse
Unlisted Shares (L) 183,267,000 49.53% 64,143,450 14.74%
H Shares (L) — — 119,123,550 27.37%
Dr. Zhang ...... Beneficial owner/
interest of spouse
Unlisted Shares (L) 183,267,000 49.53% 64,143,450 14.74%
H Shares (L) — — 119,123,550 27.37%
Hangzhou Qixin ... Interest in controlled
corporation
Unlisted Shares (L) 75,000,000 20.27% 26,250,000 6.03%
H Shares (L) — — 48,750,000 11.20%
Zhuhai Yunchen ... Beneficial owner Unlisted Shares (L) 52,800,000 14.27% 18,480,000 4.25%
H Shares (L) — — 34,320,000 7.88%
Zhuhai Xuchen ... Beneficial owner Unlisted Shares (L) 22,200,000 6.00% 7,770,000 1.79%
H Shares (L) — — 14,430,000 3.32%
UP OPTOTECH ... Beneficial owner Unlisted Shares (L) 94,571,000 25.56% 33,099,850 7.60%
H Shares (L) — — 61,471,150 14.12%
Luster ......... Beneficial owner Unlisted Shares (L) 37,829,000 10.22% 13,240,150 3.04%
H Shares (L) — — 24,588,850 5.65%
YAO Yi
(2) ...... Interest in controlled
corporation/Interest of
spouse
Unlisted Shares (L) 37,829,000 10.22% 13,240,150 3.04%
H Shares (L) — — 24,588,850 5.65%
YANG Yi
(2)...... Interest in controlled
corporation/Interest of
spouse
Unlisted Shares (L) 37,829,000 10.22% 13,240,150 3.04%
H Shares (L) — — 24,588,850 5.65%
SUBSTANTIAL SHAREHOLDERS
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Notes:
(1) The Letter “L” denotes the person’s long position in our Shares.
(2) According to the publicly available information, Mr. YAO Yi (spouse of Ms. YANG Yi) and Ms. YANG Yi (our
non-executive Director) directly held 41.78% and 4.91% interests in Luster, respectively. Under the SFO, Mr. YAO Yi is
deemed to be interested in the Shares held by Luster in our Company. Ms. YANG Yi is the spouse of Mr. YAO Yi. Under
the SFO, Ms. YANG Yi and Mr. YAO are deemed to be interested in the Shares held by each other.
Save as disclosed above, our Directors are not aware of any person who will, immediately
following the completion of the Global Offering (assuming the Over-allotment Option is not exercised),
have an interest or a short positions in any Shares or underlying Shares, which will be required to be
disclosed to our Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part
XV of the SFO, or who will be, directly or indirectly interested in 10% or more of the issued voting
shares of our Company.
SUBSTANTIAL SHAREHOLDERS
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--- page 220 ---
THE CORNERSTONE PLACING
The Company has entered into cornerstone investment agreements (“ Cornerstone Investment
Agreements ”) with relevant cornerstone investors (the “ Cornerstone Investors ”) set out below in this
section, 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$166 million (or approximately HK$1,301 million, calculated
based on an exchange rate of US$1.00 to HK$7.8324) 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 the Company is initially offering
approximately 10% of the total number of Offer Shares in the Hong Kong Public Offering, no more
than 50% 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 the
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. 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 April 16, 2026.
CORNERSTONE INVESTORS
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The following tables set out details of the Cornerstone Placing with the Offer Price being HK$39.88 per Share.
Cornerstone Investor (1)
Investment amount
in US dollar (2)
Approximate
investment amount
in Hong Kong
dollar (3)
Number of Offer
Shares (4)
Approximate % of the International
Offer Shares
Approximate % of total number of Offer
Shares
Approximate shareholding percentage in
our Company immediately upon the
completion of the Global Offering
Assuming the
Over-allotment
Option is not
exercised
Assuming the
Over-allotment
Option is exercised
in full
Assuming the
Over-allotment
Option is not
exercised
Assuming the
Over-allotment
Option is exercise
in full
Assuming the
Over-allotment
Option is not
exercised
Assuming the
Over-allotment
Option is exercise
in full
CPE Peepal ............... 15,000,000.00 117,486,000.00 2,945,900 5.01% 4.30% 4.51% 3.92% 0.68% 0.66%
HHLRA ................. 15,000,000.00 117,486,000.00 2,945,900 5.01% 4.30% 4.51% 3.92% 0.68% 0.66%
UBS AM Singapore ........... 15,000,000.00 117,486,000.00 2,945,900 5.01% 4.30% 4.51% 3.92% 0.68% 0.66%
Arc Avenue ............... 10,000,000.00 78,324,000.00 1,963,900 3.34% 2.86% 3.01% 2.62% 0.45% 0.44%
Boyu .................. 10,000,000.00 78,324,000.00 1,963,900 3.34% 2.86% 3.01% 2.62% 0.45% 0.44%
Fullgoal ................. 10,000,000.00 78,324,000.00 1,963,900 3.34% 2.86% 3.01% 2.62% 0.45% 0.44%
— Fullgoal HK ........... 3,340,000.00 26,160,216.00 655,900 1.12% 0.96% 1.00% 0.87% 0.15% 0.15%
— Fullgoal Fund ........... 6,660,000.00 52,163,784.00 1,308,000 2.23% 1.91% 2.00% 1.74% 0.30% 0.29%
GF Fund ................. 10,000,000.00 78,324,000.00 1,963,800 3.34% 2.86% 3.01% 2.62% 0.45% 0.44%
— GF Fund HK ............ 4,000,000.00 31,329,600.00 785,500 1.34% 1.15% 1.20% 1.05% 0.18% 0.18%
— GF Fund Management ....... 6,000,000.00 46,994,400.00 1,178,300 2.01% 1.72% 1.80% 1.57% 0.27% 0.26%
Greenwoods ............... 10,000,000.00 78,324,000.00 1,963,900 3.34% 2.86% 3.01% 2.62% 0.45% 0.44%
— Shanghai Greenwoods and
HTCI ............... 5,661,979.52 44,346,888.39 1,112,000 1.89% 1.62% 1.70% 1.48% 0.26% 0.25%
— HK Greenwoods .......... 4,338,020.48 33,977,111.61 851,900 1.45% 1.24% 1.30% 1.13% 0.20% 0.19%
Mirae HK ................ 10,000,000.00 78,324,000.00 1,963,900 3.34% 2.86% 3.01% 2.62% 0.45% 0.44%
Perseverance Asset Management .... 10,000,000.00 78,324,000.00 1,963,900 3.34% 2.86% 3.01% 2.62% 0.45% 0.44%
Yield Royal Investment ......... 7,500,000.00 58,743,000.00 1,472,900 2.51% 2.15% 2.26% 1.96% 0.34% 0.33%
3W Fund ................ 5,000,000.00 39,162,000.00 981,900 1.67% 1.43% 1.50% 1.31% 0.23% 0.22%
Eastern Bell Capital VIII ........ 5,000,000.00 39,162,000.00 981,900 1.67% 1.43% 1.50% 1.31% 0.23% 0.22%
ICBC Wealth .............. 5,000,000.00 39,162,000.00 981,900 1.67% 1.43% 1.50% 1.31% 0.23% 0.22%
Protium Capital Limited ......... 5,000,000.00 39,162,000.00 981,900 1.67% 1.43% 1.50% 1.31% 0.23% 0.22%
Source Code Capital ........... 5,000,000.00 39,162,000.00 981,900 1.67% 1.43% 1.50% 1.31% 0.23% 0.22%
— SCC Foresight Ventures Ltd. .... 1,600,000.00 12,531,840.00 314,200 0.53% 0.46% 0.48% 0.42% 0.07% 0.07%
— V oyage42 Master Fund ....... 3,400,000.00 26,630,160.00 667,700 1.14% 0.97% 1.02% 0.89% 0.15% 0.15%
WT Asset Management ......... 5,000,000.00 39,162,000.00 981,900 1.67% 1.43% 1.50% 1.31% 0.23% 0.22%
E Fund ................. 3,000,000.00 23,497,200.00 589,000 1.00% 0.86% 0.90% 0.78% 0.14% 0.13%
— E Fund HK ............ 2,500,000.00 19,581,000.00 490,900 0.84% 0.72% 0.75% 0.65% 0.11% 0.11%
— E Fund Management ........ 500,000.00 3,916,200.00 98,100 0.17% 0.14% 0.15% 0.13% 0.02% 0.02%
China AMC ............... 2,000,000.00 15,664,800.00 392,700 0.67% 0.57% 0.60% 0.52% 0.09% 0.09%
Cithara Fund .............. 2,000,000.00 15,664,800.00 392,700 0.67% 0.57% 0.60% 0.52% 0.09% 0.09%
CORNERSTONE INVESTORS
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--- page 222 ---
Cornerstone Investor (1)
Investment amount
in US dollar (2)
Approximate
investment amount
in Hong Kong
dollar (3)
Number of Offer
Shares (4)
Approximate % of the International
Offer Shares
Approximate % of total number of Offer
Shares
Approximate shareholding percentage in
our Company immediately upon the
completion of the Global Offering
Assuming the
Over-allotment
Option is not
exercised
Assuming the
Over-allotment
Option is exercised
in full
Assuming the
Over-allotment
Option is not
exercised
Assuming the
Over-allotment
Option is exercise
in full
Assuming the
Over-allotment
Option is not
exercised
Assuming the
Over-allotment
Option is exercise
in full
Panjing Fund .............. 2,000,000.00 15,664,800.00 392,700 0.67% 0.57% 0.60% 0.52% 0.09% 0.09%
Value Partners .............. 2,000,000.00 15,664,800.00 392,600 0.67% 0.57% 0.60% 0.52% 0.09% 0.09%
— Value Partners Hong Kong Limited 1,750,000.00 13,706,700.00 343,600 0.58% 0.50% 0.53% 0.46% 0.08% 0.08%
— Value Partners Limited ...... 250,000.00 1,958,100.00 49,000 0.08% 0.07% 0.08% 0.07% 0.01% 0.01%
China Orient Multi-Strategy Master
Fund ................. 1,731,168.00 13,559,200.24 340,000 0.58% 0.50% 0.52% 0.45% 0.08% 0.08%
CMSIM ................. 1,000,000.00 7,832,400.00 196,300 0.33% 0.29% 0.30% 0.26% 0.05% 0.04%
Total: .................. 166,231,168 1,301,989,000 32,645,200 55.55% 47.62% 50.00% 43.48% 7.50% 7.33%
Notes:
# All share numbers and percentages in this table are for illustrative purpose only.
(1) Please see “Information of the Cornerstone Investors” below for the full name of each Cornerstone Investor.
(2) Exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%.
(3) Calculated based on the exchange rates of US$1.00 to HK$7.8324. The actual investment amount of each Cornerstone Investor in Hong Kong dollars may vary due to the
actual exchange rate prescribed in the relevant Cornerstone Investment Agreement.
(4) Subject to rounding down to the nearest whole board lot of 100 H Shares.
CORNERSTONE INVESTORS
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--- page 223 ---
The Company believes that the Cornerstone Placing demonstrates the Cornerstone Investors’
confidence in the Company and its business prospect, and that the Cornerstone Placing will help raise
the profile of the Company. The Company became acquainted with each of the Cornerstone Investors in
its ordinary course of operation through the Group’s business network or through introduction by the
Company’s 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 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
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 the Company under Rule 8.08 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 the
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 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 the Company and the Cornerstone Investors or any benefit, direct or indirect,
conferred on the Cornerstone Investors by virtue of or in relation to the Listing, other than a guaranteed
allocation of the relevant Offer Shares at the Offer Price, following the principles as set out in Chapter
4.15 of the Guide for New Listing Applicants.
To the best knowledge and belief of the Company, (i) each of the Cornerstone Investors is an
Independent Third Party; (ii) none of the Cornerstone Investors is accustomed to taking instructions
from the 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 is financed by the
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 the
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. Certain Cornerstone
Investors have also agreed that, the Company, the Joint Sponsors and the Overall Coordinators may in
their sole discretion defer the delivery of all or part of the Offer Shares it will subscribe for on a date
later than the Listing Date. Such delayed delivery arrangement is in place to facilitate the
over-allocation in the International Offering. There will be no delayed delivery if there is no
over-allocation in the International Offering. Where delayed delivery takes place, each of such
Cornerstone Investors that may be affected by such delayed delivery has agreed that it shall
nevertheless pay for the relevant Offer Shares before the Listing. Accordingly, there will be no deferred
settlement of the Offer Shares to be subscribed by the Cornerstone Investors.
CORNERSTONE INVESTORS
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--- page 224 ---
To the best knowledge of the Company and the Overall Coordinators, and based on the indicative
interest of investment of the Cornerstone Investors and/or their close associates as of the date of this
prospectus, certain Cornerstone Investors and/or their close associates may participate in the
International Offering as placees and subscribe for further Offer Shares in the Global Offering. The
Company will seek the Stock Exchange’s consent and/or waiver to allow the Cornerstone Investors
and/or their close associates to participate in the International Offering as placees pursuant to Chapter
4.15 of the Guide for New Listing Applicants. Whether such Cornerstone Investors and/or their close
associates will place orders in the International Offering are uncertain and will be subject to the final
investment decisions of such investors and the terms and conditions of the Global Offering.
Details of the actual number of Offer Shares to be allocated to the Cornerstone Investors will be
disclosed in the allotment results announcement of the Company to be published on or around April 16,
2026.
INFORMATION OF THE CORNERSTONE INVESTORS
The information about the Cornerstone Investors sets forth below has been provided by the
Cornerstone Investors in connection with the Cornerstone Placing.
CPE Peepal
CPE Peepal Investment Limited (“ CPE Peepal ”) is a business company incorporated under the
laws of the BVI and its primary business activity is investment holding. It is a subsidiary of CPE
Global Opportunities Fund II, L.P.(“ CPE GOF II ”), an exempted limited partnership formed under the
laws of the Cayman Islands. The general partner of CPE GOF II is CPE GOF GP Limited, a company
incorporated in the Cayman Islands with limited liability. CPE GOF GP Limited is directly and wholly
owned by CPE Management International Limited, which is in turn wholly owned by CPE Management
International II Limited, both of which are companies incorporated in the Cayman Islands with limited
liability. CPE Management International II Limited is owned by a number of shareholders that are
natural persons, none of whom holds 30% or more interests in CPE Management International II
Limited. CPE GOF II’s investor base comprises both corporate and entrepreneurial investors, none of
the limited partners hold 30% or more interest in CPE GOF II.
HHLRA
HHLR Advisors, Ltd. (“ HHLRA ”), part of the Hillhouse Group, is an exempted company
incorporated in the Cayman Islands that acts as the investment manager of investment funds
(collectively the “ HHLRA Funds ”), which are limited partnerships formed under the laws of the
Cayman Islands. There is no individual limited partner investor who holds an economic interest of 30%
or more in the HHLRA Funds. HHLRA intends to hold the Offer Shares through one of the HHLRA
Funds, namely HACF, L.P.. HHLRA collaborates with industry-defining enterprises, aiming to establish
alignment with sustainable, forward-thinking companies across industrial, consumer, healthcare and
business services sectors. HHLRA manages capital for global institutions, including non-profit
foundations, endowments, and pensions.
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
and the Joint Sponsors, in its capacity as the investment manager for and on behalf of the underlying
clients of the following funds: (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
CORNERSTONE INVESTORS
– 215 –


--- page 225 ---
Opportunity (USD); (vi) UBS (CAY) China A Opportunity; and (vii) certain other segregated accounts
and mandates. 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). No single ultimate beneficial owner holds 30% or more
interests in those funds.
Arc Avenue
Arc Avenue Asset Management Pte. Ltd. (“ Arc Avenue ”) is a fund management company
incorporated in Singapore and regulated by the Monetary Authority of Singapore (“ MAS”). It holds an
Accredited/Institutional Licensed Fund Management Company (A/I LFMC) license, authorizing it to
manage investment funds exclusively for accredited and institutional investors. It specializes in asset
management, with a primary focus on equity investment funds. Arc Avenue has a market-renowned
investment team, focusing on investments in industries such as AI, TMT, consumer, healthcare, and
advanced manufacturing, aiming to identify outstanding companies that transform industry business
models and the most forward-thinking entrepreneurs through in-depth industry analysis and accurate
grasp of emerging technology and consumer trends. Arc Avenue will subscribe for the Offer Shares as
cornerstone investor in its capacity as the discretionary investment managers of Enreal China Master
Fund and Forreal China Value Fund under its management. These two funds pursue investment
opportunities in the Greater China market, primarily through equities listed in Hong Kong and Chinese
Mainland, as well as ADRs. The ultimate beneficial owner of Enreal China Master Fund and Forreal
China Value Fund holding 30% or more of its interest is a global institutional investor with several
hundred billion US dollar of assets under management rather than an individual investor.
Boyu
Supercluster Universe Limited is a company incorporated under the laws of the Cayman Islands
and a controlled subsidiary of Boyu Capital Opportunities Master Fund. Boyu Capital Opportunities
Master Fund is an exempted company incorporated under the laws of the Cayman Island and an
investment fund managed by Boyu Capital Management (Singapore) Pte. Ltd. (“ Boyu”). Boyu holds a
capital markets services license and is regulated by the Monetary Authority of Singapore and provides
catalytic capital and strategic support for leading companies in sectors including high technology,
healthcare, consumer and sustainable energy. Boyu is 100% indirectly owned by Boyu Group, LLC,
which is in turn ultimately controlled by Mr. Xiaomeng Tong, an Independent Third Party. There is no
single investor holding 30% or more interest in Supercluster Universe Limited through Boyu Capital
Opportunities Master Fund.
Fullgoal
Fullgoal Asset Management (HK) Limited (“ Fullgoal HK ”) was established in 2012 in Hong
Kong and is licensed for Type 1 (Dealing in Securities), Type 4 (Advising on Securities) and Type 9
(Asset Management) regulated activities by the SFC. No ultimate beneficial owner of any single client
contributed 30% or more of the total funds used for the Cornerstone Investment made by Fullgoal HK.
Fullgoal HK is a wholly owned subsidiary of Fullgoal Fund Management Co., Ltd. (“ Fullgoal Fund ”).
Fullgoal HK will subscribe for and hold the relevant number of Offer shares under the Cornerstone
Investment Agreement on behalf of its clients who are Independent Third Parties on a discretionary
basis.
Fullgoal Fund is a fund management company established in China in April 1999, and is one of
the first ten fund management companies authorized by the CSRC and other regulatory authorities to
obtain full licenses to provide asset management services in the PRC. Fullgoal Fund has a registered
CORNERSTONE INVESTORS
– 216 –


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capital of RMB520 million and its main scope of business includes the provision of traditional fund
management services, fund raising, fund sale and asset management solutions to both domestic and
overseas clients. Fullgoal Fund is a QDII approved by the relevant PRC authority and is also the first
fund management company with foreign equity participation among the first ten fund management
companies in China. The relevant funds proposed to subscribe for the Offer Shares under the
management of Fullgoal Fund are open-ended publicly raised securities investment funds registered
with the CSRC. The shareholders of Fullgoal Fund include (i) Guotai Haitong Securities Co., Ltd. ( ਷
ʮ̡ ) (stock code: 2611.HK/601211.SH) (“ Guotai Haitong ”) holding 27.775% in
Fullgoal Fund; (ii) Shenwan Hongyuan Securities Co., Ltd. (ʮ̡ ) holding 27.775%
in Fullgoal Fund; (iii) Bank of Montreal holding 27.775% in Fullgoal Fund, and (iv) Shandong
Financial Asset Management Co., Ltd. (ʮ̡ ), holding 16.675% in
Fullgoal Fund. Fullgoal Fund will subscribe for and hold the relevant number of Offer shares under the
Cornerstone Investment Agreement on behalf of its clients who are Independent Third Parties. No
ultimate beneficial owner of any single client contributed 30% or more of the total funds used for the
Cornerstone Investment made by Fullgoal Fund.
Given that (i) Fullgoal Fund is owned as to 27.775% by Guotai Haitong and (ii) Guotai Junan
Securities (Hong Kong) Limited (“ GTJA Securities ”), one of the Overall Coordinators and
Underwriters of the Global Offering, is a subsidiary of Guotai Haitong, each of Fullgoal HK and
Fullgoal Fund therefore is considered as a member of the same group of companies as GTJA Securities
and therefore is a “connected client” of GTJA Securities for the purpose of paragraph 1B of Appendix
F1 to the Listing Rules. The Company has applied to the Stock Exchange for, and the Stock Exchange
has granted, its consent under paragraph 1C(1) of Appendix F1 to the Listing Rules to permit us to
allocate the Offer Shares to Fullgoal HK and Fullgoal Fund. See “Waivers from Strict Compliance with
the Listing Rules — Consent in respect of the Proposed Subscription of Offer Shares by Connected
Clients.”
GF Fund
GF Fund Management Co., Ltd. (“ GF Fund Management ”) and GF International Investment
Management Limited (ʮ̡ )( “ GF Fund HK ”, together with GF Fund
Management, “ GF Fund ”) have respectively entered into Cornerstone Investment Agreements with our
Company. GF Fund Management was established on August 5, 2003. As of December 31, 2025, its
assets under management exceeded RMB 2 trillion. It offers a comprehensive range of product
offerings, covering active equity, bonds, money market, overseas investments, passive investments,
FOF, and quantitative hedging, among others, to meet the diversified investment needs of domestic and
international clients. The controlling shareholder of GF Fund Management is GF Securities Co., Ltd.
(“GF Securities ”), a company limited by shares listed on the Stock Exchange (stock code: 1776) and
the Shenzhen Stock Exchange (stock code: 000776), holding a 54.53% equity interest in GF Fund
Management. Apart from GF Securities, no other shareholder holds 30% or more of the equity in GF
Fund Management.
GF Fund HK is a wholly-owned subsidiary of GF Fund Management. GF Fund HK (central entity
number of its Hong Kong Securities and Futures Commission license: AXL121) was incorporated in
Hong Kong in December 2010. It is licensed by the SFC to carry on Type 1 (dealing in securities),
Type 4 (advising on securities) and Type 9 (asset management) regulated activities in Hong Kong. GF
Fund HK serves as the global investment and business platform for its parent company, GF Fund
Management. Acting as GF Fund Management’s overseas window company, GF Fund HK strategically
connects the Chinese and overseas markets. Leveraging the investment and research capabilities of GF
Fund Management and its competitive advantages in the overseas market, GF Fund HK provides
comprehensive and high-quality services to its clients.
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GF Fund Management and GF Fund HK will subscribe for the Offer Shares as cornerstone
investors in their capacity as the discretionary investment managers of a total of 13 funds under their
management. To the best knowledge of GF Fund Management and GF Fund HK, each fund is an
Independent Third Party, and no ultimate beneficial owner holds 30% or more of the interest.
Greenwoods
Huatai Capital Investment Limited (“ HTCI”) and Huatai Securities Company Limited (“ HTSC”)
will enter into a series of cross border delta-one OTC swap transactions (collectively, the “ Greenwoods
OTC Swaps ”) with each other and their ultimate clients (the “ HTCI Ultimate Clients
(Greenwoods) ”), pursuant to which HTCI will hold the beneficial interest of the Offer Shares on a
non-discretionary basis to hedge the Greenwoods OTC Swaps while the economic risks and returns of
the underlying Offer Shares are passed to the HTCI Ultimate Clients (Greenwoods), subject to
customary fees and commissions. The Greenwoods OTC Swaps will be fully funded by the HTCI
Ultimate Clients (Greenwoods). During the terms of the Greenwoods OTC Swaps, all economic returns
of the Offer Shares subscribed by HTCI will be ultimately passed to the HTCI Ultimate Clients
(Greenwoods) and all economic loss shall be borne by the HTCI Ultimate Clients (Greenwoods)
through the Greenwoods OTC Swaps, and HTCI will not take part in any economic return or bear any
economic loss in relation to the Offer Shares, subject to customary fees and commissions. The
Greenwoods OTC Swaps are linked to the Offer Shares and the HTCI Ultimate Clients (Greenwoods)
may, after expiration of the lock-up period beginning from the date of the Cornerstone Investment
Agreement entered into among HTCI, the Company, the Joint Sponsors and the Overall Coordinators,
and ending on the date which is six months from the Listing Date, request to early terminate the
Greenwoods OTC Swaps at their own discretions, upon which HTCI may dispose of the Offer Shares
on the secondary market and the HTCI Ultimate Clients (Greenwoods) will receive a final settlement
amount of the Greenwoods OTC Swaps in cash in accordance with the terms and conditions of the
Greenwoods OTC Swaps. Despite that HTCI 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
Greenwoods OTC Swaps according to its internal policy. To the best of HTCI’s knowledge after having
made all reasonable inquiries, each of the HTCI Ultimate Clients (Greenwoods) is an Independent Third
Party of the Company, the connected persons or associates thereof.
During the life of the Greenwoods OTC Swaps, HTCI may continue to hold the Offer Shares in its
custodian account, or to hold some or all of the Offer Shares in a prime brokerage account for stock
borrowing purpose, which is consistent with market practice to lower its finance cost, provided that the
economic interests are ultimately passed to the HTCI Ultimate Clients (Greenwoods).
HTCI is indirect wholly-owned subsidiaries of HTSC, the A shares of which are listed on the
Shanghai Stock Exchange (stock code: 601688), the H shares of which are listed on the Stock Exchange
(stock code: 6886), and the global depositary receipts of which are listed on the London Stock
Exchange (LON: HTSC). The HTCI Ultimate Clients (Greenwoods) are certain domestic private funds
managed by Shanghai Greenwoods Asset Management Co., Ltd. (ʮ̡ )
(“Shanghai Greenwoods ”) (including Greenwoods Select Private Fund (ږ,)
Greenwoods Jingtai Select Private Securities Investment Fund (ږ,)
Greenwoods Harvest No. 2 Fund (ᔮϗ2ږGreenwoods Harvest No. 6 Private Securities
Investment Fund) (ᔮϗ 6ږGreenwoods Harvest No. 3 Private Fund (ᔮ
ϗ3ږand Greenwoods Jingtai Harvest Private Securities Investment Fund (౻इᔮϗӷ
ږand no single ultimate beneficial owner holds 30% or more interests in each of such
funds) in its capacity as a fund manager. Shanghai Greenwoods is a private fund management company
with the registration under the Asset Management Association of China (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
CORNERSTONE INVESTORS
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Greenwoods include institutional investors and high-net-worth individuals professional investors. As
confirmed by Shanghai Greenwoods, the subscription of such number of Offer Shares as cornerstone
investor will be made by Shanghai Greenwoods in its capacity as the fund manager of domestic private
funds through total return swap mechanism. Mr. Jiang Jinzhi is the Chairman and the ultimate
beneficial owner of Shanghai Greenwoods. Save as Mr. Jiang Jinzhi, no other shareholder holds 30% or
more interest in Shanghai Greenwoods.
Greenwoods Asset Management Hong Kong Limited (“ HK Greenwoods ”, together with Shanghai
Greenwoods, “ Greenwoods Asset Management ”) 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. 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 28 February, 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. Mr. Jiang Jinzhi is the Chairman and the ultimate beneficial
owner of HK Greenwoods. Save as Mr. Jiang Jinzhi, no other shareholder holds 30% or more interest in
HK Greenwoods.
Mirae HK
Mirae Asset Securities (HK) Limited (“ Mirae HK ”), a wholly owned subsidiary of Mirae Asset
Securities Co., Ltd. (“ Mirae Asset Securities ”), was established in Hong Kong in July 2005 and is
licensed by the SFC to carry on type 9 (asset management) regulated activity. Mirae Asset Securities is
one of the largest investment banks in the Republic of Korea, providing a comprehensive range of
financial services, including brokerage, wealth management, investment banking, sales & trading, and
principal investments. It is ultimately controlled by Mirae Asset Capital Co., Ltd., a financial
investment company in the Republic of Korea. Mirae Asset Securities is listed on the Korea Exchange
under stock code 006800.KS. Mirae HK is the fund manager of, and subscribe for the Offer Shares on
behalf of, a discretionary fund, Mirae Asset Visionary X Fund. All of the investors in such fund are
Independent Third Parties and none of the investors hold 30% or more interest in the fund.
Perseverance Asset Management
Perseverance Asset Management International (Singapore) Pte. Ltd. (“ Perseverance Asset
Management ”) acts as the investment advisor or investment manager on a discretionary basis of no
more than six investment funds and/or separated managed accounts (collectively the “ Perseverance
Funds ”). No single ultimate beneficial owner holds 30% or more interest in each of the Perseverance
Funds. Each of the Perseverance Funds is an Independent Third Party. Perseverance Asset Management
is a private limited company incorporated in Singapore in October 2018, and holds a Capital Markets
Services License for fund management with Monetary Authority of Singapore. Perseverance Asset
Management is wholly owned by Perseverance Asset Management International, which is principally
engaged in investment management and investment advisory services and an Independent Third Party.
Certain investments funds for which Perseverance Asset Management acts as the investment advisor or
investment manager invested in ZIJIN GOLD INTERNATIONAL COMPANY LIMITED (਷ყ
ʮ̡) (stock code: 2259.HK), Contemporary Amperex Technology Co. and Limited (˾อঐ
ʮ̡ ) (stock code: 3750.HK) and Acotec Scientific Holdings Limited (Ҧ
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ʮ̡ ) (stock code: 6669.HK) as cornerstone investor. Perseverance Asset Management is
entering into the Cornerstone Investment Agreement with the Company in its capacity as an investment
advisor or investment manager and on behalf of the Perseverance Funds.
Yield Royal Investment
Yield Royal Investment Holding (Singapore) PTE. LTD. (“ Yield Royal Investment ”) is a
company incorporated in Singapore and is primarily engaged in international commodity trading and
conducts global capital market investments. It boasts a team of experienced industry and regional
experts who leverage their specialized expertise and focused approach to identify leading targets for
long-term investment. Currently, its investments span various industries, including TMT, advanced
manufacturing, new economy, and bio-pharmaceuticals, among others. Yield Royal Investment
possesses strong resilience against market cycle fluctuations and aims to achieve long-term and stable
value returns. Leveraging on Southeast Asia’s unique geographical advantages, Yield Royal Investment
will continue to pursue a twin-engine strategy combining capital support and resource integration,
empowering high-quality enterprises from the Asia-Pacific region and Chinese Mainland to accelerate
their global expansion. Yield Royal Investment is wholly owned by Gallantlion Resources PTE. LTD.,
which is in turn wholly owned by Chang Hongna (ࢆߎan Independent Third Party.
3W Fund
3W Fund Management Limited (“ 3W Fund ”) is incorporated in Hong Kong with limited liability
and licensed by the Hong Kong SFC to carry out type 9 (asset management) regulated activity. 3W
Fund is ultimately wholly owned by Mr. WU Weiwei, an Independent Third Party. 3W Fund has agreed
to procure 3W Global Fund, over which 3W Fund has discretionary investment management power, to
subscribe for such number of the Offer Shares. 3W Global Fund pursues to maximize absolute return
and seek long-term capital growth primarily through fundamental investment principle with value
approach. No single investor holds 30% or more interests in 3W Global Fund.
Eastern Bell Capital VIII
Eastern Bell Capital VIII Investment Limited (“ Eastern Bell Capital VIII ”) is a company
incorporated in Hong Kong and a wholly owned subsidiary of Eastern Bell Capital Fund II, L.P ., a
limited partnership formed under the laws of the Cayman Islands (“ Eastern Bell Capital Fund II ”).
The general partner of Eastern Bell Capital Fund II is Eastern Bell Capital II Limited (“ Eastern Bell
Capital II ”). Eastern Bell Capital II is a leading investor focusing on early and growth stage
investments. There is no individual limited partner investor who holds an economic interest or limited
partnership interest of 30% or more in Eastern Bell Capital Fund II.
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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Protium Capital Limited
Protium Capital Limited, established in 2023, is an investment management firm focused on
equity opportunities in the Greater China market, with particular emphasis on the industrial, consumer,
internet, and technology sectors. Protium Capital Limited is licensed by the Securities and Futures
Commission for Type 4 (Advising on Securities) and Type 9 (Asset Management) regulated activities.
Protium Capital Limited is beneficially and directly owned as to 100% by Lu Ning, an Independent
Third Party. Protium Capital Limited acts as investment manager on behalf of its underlying clients, of
which no single ultimate beneficial owner holds 30% or more interests.
Source Code Capital
V oyage42 Master Fund is a company incorporated in the Cayman Islands. It is controlled by its
management shareholder, Source Code Gringotts Ltd., and owned by Whealth Holdings Limited as to
the majority of its participating shares. Source Code Gringotts Ltd. is indirectly wholly owned by
Source Code Super Holdings Co. (“ Source Code Capital ”). To the best knowledge of Source Code
Capital, save for Whealth Holdings Limited, no single beneficial owner holds 30% or more interest in
V oyage42 Master Fund.
SCC Foresight Ventures Ltd. is a company incorporated in the Cayman Islands and is
wholly-owned by Source Code Capital.
Source Code Capital is beneficially owned by Whealth Holdings Limited, a company incorporated
in the British Virgin Islands, which is wholly owned by Enlightenment Trust. Enlightenment Trust is a
trust established under the laws of the Island of Jersey, with Mr. Charlie Cao and his family members
as beneficiaries. Mr. Charlie Cao’s ultimately controlled entity holds approximately 35.99% limited
partnership interests as a limited partner in Guoce Xiangchi, an existing Shareholder of the Company.
The general partner of Guoce Xiangchi is responsible for the management, operation and decision
making of Guoce Xingchi, and Mr. Cao is an Independent Third Party of the general partner. Therefore,
Mr. Cao is unable to control Guoce Xiangchi. As such, neither V oyage42 Master Fund nor SCC
Foresight Ventures Ltd. is considered as a close associate of an existing Shareholder.
Founded in 2014, Source Code Capital focuses on investing in artificial intelligence and robotics,
intelligent manufacturing, internet and consumption, healthcare and biotech+, and has invested in over
300 startup companies.
WT Asset Management
WT Asset Management Limited (“ WT Asset Management ”) is a company incorporated in Hong
Kong with limited liability and licensed by the SFC to carry on type 9 (asset management) regulated
activity. WT Asset Management is beneficially owned as to 100% by Tongshu Wang (ࣣwho is
an Independent Third Party. WT Asset Management has agreed to procure certain investors, namely WT
China Fund Limited, WT China Focus Fund, WT Growth Fund and a segregated management account
(investment portfolio professionally managed by WT Asset Management (as investment manager) where
the investor owns the underlying investments directly) (collectively, the “ WT Funds ”), that WT Asset
Management has discretionary investment management power over, to subscribe for such number of the
Offer Shares. The WT Funds pursue to achieve absolute return and long-term capital appreciation by
investing primarily in the listed securities of companies which have great exposure or material impact
by the PRC. Investors of the WT Funds include but are not limited to pension funds, fund of funds,
family offices and other sophisticated institutional investors. Save for Tongshu Wang (ࣣwho
hold over 30% interests in WT Growth Fund and WT China Focus Fund, and the single ultimate
CORNERSTONE INVESTORS
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beneficial owner of the segregated management account which is a pension fund based in North
America respectively, no other single ultimate beneficial owner holds 30% or more interests in the WT
Funds. Each of the WT Funds is an Independent Third Party.
E Fund
E Fund Management Co., Ltd. (“ E Fund Management ”), is a leading comprehensive asset
management company in the PRC. E Fund Management is a QDII approved by the relevant PRC
authority and targets at companies with competitive edge over its competitors. E Fund Management is a
fund manager managing assets on behalf of its underlying clients. The shareholders of E Fund
Management include (i) Guangdong Finance Trust Co., Ltd. (ʮ̡ ), which is
ultimately owned by The People’s Government of Guangzhou Municipality (ִ݁ii) GF
Securities, which is listed on the Stock Exchange (stock code: 1776) and the Shenzhen Stock Exchange
(stock code: 000776), and (iii) Infore Group Co., Ltd (ʮ̡ ), which is ultimately owned
by He Jianfeng ( Оᄏቜ), each holding approximately 22.65% in E Fund Management and an
Independent Third Party. None of the remaining shareholders of E Fund Management owns 30% or
more equity interest therein. The approval of the shareholders of GF Securities, the Stock Exchange or
the Shenzhen Stock Exchange is not required for the subscription of the Offer Shares pursuant to the
Cornerstone Investment Agreement.
E Fund Management (Hong Kong) Co., Ltd. (˙༺༟ପ၍ଣ (ಥ)ʮ̡)( “ E Fund HK ”,
together with E Fund Management, “ E Fund ”), a company incorporated in Hong Kong in August 2008,
is a wholly-owned subsidiary of E Fund Management. E Fund HK is licensed for Type 1 (Dealing in
Securities), Type 4 (Advising on Securities) and Type 9 (Asset Management) regulated activities by the
SFC. E Fund HK serves as the global investment and business platform for its parent company, E Fund
Management. As E Fund Management’s gateway company overseas, E Fund HK strategically connects
China with the overseas market. E Fund HK leverages the investment and research capabilities of E
Fund Management and its competitive advantage in the overseas market to provide comprehensive and
quality service to its clients.
China AMC
China Asset Management (Hong Kong) Limited (ږ(ಥ)ʮ̡)( “China AMC (HK) ”)
is a wholly-owned subsidiary of China Asset Management Co., Ltd., ( “China AMC ”), which is owned
as to 62.2% by CITIC Securities Company Limited (a company listed on the Shanghai Stock Exchange
(stock code 600030) and on the Stock Exchange (stock code 6030)). Save for CITIC Securities
Company Limited, no other shareholder holds 30% or more equity interests in China AMC. As a top
Chinese fund management company in Hong Kong, China AMC (HK) is committed to developing
offshore and cross-border asset management businesses by leveraging the expertise of its experienced
investment and research teams and its shareholder companies’ resources, services and connections in
Chinese Mainland. China AMC provides a full range of services to retail and institutional investors
home and abroad, covering equity, fixed income, money markets, etc. With more than RMB3.03 trillion
in assets under management (including that of subsidiaries) as of June 30, 2025, it is one of the largest
asset managers in China. China AMC provides services to National Social Security Fund, corporate
pensions, separate accounts, sovereign funds in Europe, America, and Asia, central banks, pensions,
banks, asset managers, securities companies and other overseas institutional clients. China AMC (HK)
will hold the Offer Shares subscribed through the Cornerstone Placing on behalf of funds managed by it
on a discretionary basis. No single beneficial owner holds 30% or more interest in any of the
underlying funds of China AMC(HK). To the best knowledge of China AMC (HK), the underlying
investors of such funds are Independent Third Parties.
CORNERSTONE INVESTORS
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Given that (i) CLSA Limited, one of the Overall Coordinators and Underwriters the Global
Offering, is an indirect wholly-owned subsidiary of CITIC Securities Company Limited; and (ii) China
AMC, as a member of the same group of companies as CLSA Limited, China AMC (HK) is a
“connected client” of CLSA Limited for the purpose of paragraph 1B of Appendix F1 to the Listing
Rules. The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, its
consent under paragraph 1C(1) of Appendix F1 to the Listing Rules to permit us to allocate the Offer
Shares to China AMC. See “Waivers and from Strict Compliance with the Listing Rules — Consent in
respect of the Proposed Subscription of Offer Shares by Connected Clients.”
Cithara Fund
Cithara Global Multi-Strategy SPC – Disruptive Innovation Investment Fund SP (“ Cithara
Fund”) is an exempted segregated portfolio company established in the Cayman Islands in 2021. The
Cithara Fund’s objective is to deliver risk adjusted absolute return with a focus on long-term capital
preservation. The investment manager of Cithara Fund is Cithara Investment International Limited
(“Cithara ”), a company established in Hong Kong in 2016 and licensed to conduct Type 4 (advising on
securities) and Type 9 (asset management) of the regulated activities by the SFC. Cithara is ultimately
wholly owned by Zhang Jun who is an Independent Third Party. Save as Song Yan, an Independent
Third Party and an ultimate beneficial owner of Cithara Fund with 30% or more of beneficial interest,
no other ultimate beneficial owner of Cithara Fund holds 30% or more of beneficial interest.
Panjing Fund
Panjing Harbourview Investment Fund (ږ“() Panjing Fund ”) is an exempted
company incorporated with limited liability in the Cayman Islands under the Companies Act of the
Cayman Islands. Panjing Fund is managed solely by its Investment Manager, Harbourview Investment
Pte. Ltd. (“Harbourview Investment”), who holds a Capital Markets Services Licence issued by the
Monetary Authority of Singapore. Harbourview Investment pursues a long-short investment strategy in
managing the assets of Panjing Fund and focuses on equities which are temporarily under-appreciated
by the market but whose companies display great upside potential. Panjing Fund invests in a diverse
portfolio comprising global listed equity securities and equity-related securities. Panjing Fund’s
investments are not subject to any geographic limitation.
XIAO Jian, an Independent Third Party, is the ultimate beneficial owner of Panjing Fund, holding
100% of its interest. XIAO Jian and HUANG Jinwei, each an Independent Third Party, are the ultimate
beneficial owners of Harbourview Investment, holding 60% and 40% of its interests, respectively. As
confirmed by Panjing Fund, no sub-fund is involved in this subscription of Offer Shares under its
Cornerstone Investment Agreement.
Value Partners
Each of Value Partners Hong Kong Limited (incorporated in Hong Kong in 1999) and Value
Partners Limited (incorporated in the British Virgin Islands in 1991) has agreed to procure certain
investment funds that it has actual discretionary investment management power over, to subscribe for
relevant number of Shares. The investment funds 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, 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 Fund Series — Value
Partners Asian Innovation Opportunities 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
CORNERSTONE INVESTORS
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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 a major independent Asian asset manager. 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.
China Orient Multi-Strategy Master Fund
China Orient International Asset Management Limited — China Orient Multi-Strategy Master
Fund (“ China Orient Multi-Strategy Master Fund ”) is a company incorporated in the Cayman Islands
and is managed by China Orient International Asset Management Limited. China Orient International
Asset Management Limited was incorporated in Hong Kong with limited liability and is licensed with
the SFC to carry on business in Type 1 (dealing on securities), Type 4 (advising on securities) and Type
9 (asset management) regulated activities under the SFO. China Orient International Fund Management
Limited, a company incorporated in the Cayman Islands with limited liability, is the sole management
shareholder of China Orient Multi-Strategy Master Fund. China Orient Asset Management
(International) Holding Limited holds 30% or more interests in the fund. Both China Orient
International Fund Management Limited and China Orient International Asset Management Limited are
wholly-owned subsidiaries of China Orient Asset Management (International) Holding Limited. China
Orient Asset Management (International) Holding Limited is ultimately controlled by Central Huijin
Investment Ltd, a state-owned investment company, established in December 2003 and mandated to
exercise the rights and the obligations as an investor in major state-owned financial enterprises, on
behalf of the PRC. China Orient Asset Management (International) Holding Limited primarily engages
in investments related to distressed assets, special opportunities, and primary and secondary markets.
CMSIM
China Merchants Securities Investment Management (Hong Kong) Company Limited (“ CMSIM ”)
was incorporated in Hong Kong in 2006. Its business scope primarily includes proprietary investment.
CMSIM is a wholly-owned subsidiary of China Merchants Securities International Company Limited
(“CMSI”). CMSI is a wholly-owned subsidiary of China Merchants Securities Co., Ltd., whose A
shares are listed on the Shanghai Stock Exchange (stock code: 600999) and H shares are listed on the
Stock Exchange (stock code: 6099). CMSIM serves as the primary platform for CMSI’s overseas
proprietary investment business.
CMSI, through its Hong Kong subsidiaries (together, the “ CMSI Group ”), engages in a
comprehensive range of integrated financial services, including securities and futures brokerage,
corporate finance, securities sales and trading, asset management, private equity, and over-the-counter
derivatives. CMSI Group have maintained multiple licenses, including licenses for Type 1 (dealing in
securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 5 (advising on
futures contracts), Type 6 (advising on corporate finance), and Type 9 (asset management) regulated
activities as defined under the SFO.
CORNERSTONE INVESTORS
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CLOSING CONDITIONS
The obligation of each Cornerstone Investor 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 the 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) 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
(v) the respective agreements, 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 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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SHARE CAPITAL
Immediately before the Global Offering
As of the Latest Practicable Date, our share capital was RMB370,000,000, divided into
370,000,000 Unlisted Shares with a nominal value of RMB1.00 each.
Upon the Completion of the Global Offering
Immediately following the completion of the Global Offering assuming the Over-allotment Option
is not exercised, the share capital of our Company will be as follows:
Description of Shares Number of Shares
Approximate % of
the share capital
Unlisted Shares in issue (1) ............................. 144,155,700 33.12%
H Shares converted from Unlisted Shares (1) ................ 225,844,300 51.88%
H Shares to be issued pursuant to the Global Offering ........ 65,294,200 15.00%
Total ............................................ 435,294,200 100.00%
Assuming the Over-allotment Option is exercised in full, the share capital of our Company upon
completion of the Global Offering will be as follows:
Description of Shares Number of Shares
Approximate % of
the share capital
Unlisted Shares in issue (1) ............................. 144,155,700 32.39%
H Shares converted from Unlisted Shares (1) ................ 225,844,300 50.74%
H Shares to be issued pursuant to the Global Offering ........ 75,088,300 16.87%
Total ............................................ 445,088,300 100.00%
Note:
(1) See “History, Development and Corporate Structure — Conversion of Unlisted Shares to H Shares for details of the
Unlisted Shares and the H Shares converted from Unlisted Shares”.
SHARES OF OUR COMPANY
The H Shares, to be issued following the completion of the Global Offering and converted from
the Unlisted Shares, and the Unlisted Shares are ordinary Shares in the share capital of our Company,
all of which are considered as one class of Shares. Apart from certain qualified domestic institutional
investors in the PRC, qualified PRC investors under the Shanghai-Hong Kong Stock Connect and the
Shenzhen-Hong Kong Stock Connect and other persons entitled to hold H Shares pursuant to the
relevant PRC laws and regulations or upon approval by any competent authorities, H Shares generally
may not be subscribed for by, or traded between, investors of the PRC. H Shares may only be
subscribed for and traded in Hong Kong dollars.
Unlisted Shares and H Shares are regarded as one class of Shares under our Articles of
Association and will rank pari passu with each other in all other respects and, in particular, will rank
equally for all dividends or distributions declared, paid or made after the date of this prospectus.
Dividends in respect of our Shares may be paid by us in Hong Kong dollars or Renminbi, as the case
may be. In addition to cash, dividends may be distributed in the form of Shares.
SHARE CAPITAL
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CONVERSION OF OUR UNLISTED SHARES INTO H SHARES
According to the regulations issued by the CSRC and our Articles of Association, the holders of
our Unlisted Shares may, at their own option, authorize the Company to apply to the CSRC for
conversion of their respective Unlisted Shares to H Shares, and such converted Shares may be listed
and traded on an overseas stock exchange provided that the conversion, listing and trading of such
converted Shares have been approved by the securities regulatory authorities of the State Council.
Additionally, such conversion, trading and listing shall meet any requirement of internal approval
process and in all respects comply with the regulations prescribed by the securities regulatory
authorities of the State Council and the regulations, requirements and procedures prescribed by the
relevant overseas stock exchange. Save as disclosed in the paragraph headed “Conversion of Unlisted
Shares to H Shares” and “Capitalization of our Company” in the History, Development and Corporate
Structure section in this prospectus and to the best knowledge of our Directors, we are not aware of the
intention of such existing Shareholders to convert their Unlisted Shares.
If any of the Unlisted Shares are to be converted, listed and traded as H Shares on the Stock
Exchange, the approvals of the relevant PRC regulatory authorities, including the CSRC, and the
approval of the Stock Exchange are necessary for such conversion. Based on the procedures for the
conversion of Unlisted Shares into H Shares as set forth below, before any proposed conversion after
the Global Offering, we will apply for the listing of all or any portion of the Unlisted Shares on the
Stock Exchange as H Shares to ensure that the conversion process can be completed promptly upon
notice to the Stock Exchange and delivery of Shares for entry on the H Share register. As the listing of
additional Shares after the Listing on the Stock Exchange is ordinarily considered by the Stock
Exchange to be a purely administrative matter, it does not require such prior application for listing at
the time of our listing in Hong Kong. No Shareholder voting is required for the conversion of such
Shares or the listing and trading of such converted Shares on an overseas stock exchange. Any
application for listing of the converted shares on the Stock Exchange after our initial listing is subject
to prior notification by way of announcement to inform our Shareholders and the public of any
proposed conversion.
After all the requisite approvals have been obtained, the relevant Unlisted Shares will be
withdrawn from the Unlisted Share register, and our Company will re-register such Shares on the H
Share register maintained in Hong Kong and instruct the H Share Registrar to issue H Share
certificates. Registration on the H Share register of our Company will be on the conditions that (i) the
H Share Registrar lodges with the Stock Exchange a letter confirming the entry of the relevant H
Shares on the H Share register and the due dispatch of H Share certificates; and (ii) the admission of
the H Shares to be traded on the Stock Exchange complies with the Listing Rules and the General Rules
of HKSCC and the HKSCC Operational Procedures in force from time to time. Until the converted
Shares are re-registered on the H Share register of our Company, such Shares would not be listed as H
Shares.
RESTRICTIONS OF SHARE TRANSFER
The PRC Company Law provides that in relation to the public share offering of a company, the
shares of the company which have been issued prior to the offering shall not be transferred within one
year from the date of the listing. Accordingly, Shares issued by our Company prior to the Listing Date
shall be subject to this statutory restriction and shall not be transferred for a period of one year from
the Listing Date.
Our Directors and members of the senior management of our Company shall declare their
shareholdings in our Company and any changes in their shareholdings. Shares transferred by our
Directors and members of the senior management each year during their term of office shall not exceed
25% of their total respective shareholdings in our Company. The Shares that the aforementioned
SHARE CAPITAL
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persons held in our Company cannot be transferred within one year from the date on which the Shares
are listed and traded, nor within half a year after they leave their positions in our Company. The
Articles of Association may contain other restrictions on the transfer of the Shares held by our
Directors and members of senior management of our Company.
For details of the lock-up undertaking given by our Controlling Shareholders pursuant to Rule
10.07 of the Listing Rules, see “Underwriting — Underwriting Arrangements and Expenses — The
Hong Kong Public Offering — Undertaking to the Stock Exchange pursuant to the Listing Rules —
Undertaking by our Controlling Shareholders”.
SHAREHOLDERS’ GENERAL MEETINGS
For details of circumstances under which our general Shareholders’ meeting is required, see
“Appendix V — Summary of Articles of Association”.
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Y ou should read the following discussion and analysis of our financial conditions and results
of operations in conjunction with our consolidated financial statements as of and for each of the
years ended December 31, 2023, 2024 and 2025, and the accompanying notes included in the
Accountants’ Report set out in Appendix I to this prospectus. The Accountants’ Report has been
prepared in accordance with HKFRS. Potential investors should read the Accountants’ Report set
out in Appendix I to this prospectus in its entirety and not rely merely on the information
contained in this section. The following discussion and analysis contain forward-looking
statements that involve risks and uncertainties. For additional information regarding these risks
and uncertainties, see “Risk Factors.”
OVERVIEW
We are a provider of CMOS image sensors. Since our establishment, we have been focusing on
the research and development of CMOS image sensors, offering nine major product series widely
applicable to advanced technology fields such as industrial imaging, scientific imaging, professional
photography and video, and medical imaging. Our products play a vital role in enhancing the
performance and imaging quality of industrial cameras, scientific cameras, professional cinema
cameras, and other imaging devices. According to Frost & Sullivan, the global CIS market is projected
to accelerate its growth from 2024 to 2029, with total revenue expected to rise from RMB139.1 billion
in 2024 to RMB210.3 billion in 2029, corresponding to a CAGR of approximately 8.6%. According to
Frost & Sullivan, in terms of industrial imaging revenue in 2024, we ranked third among global CIS
companies, accounting for 15.2% of the global market share. In addition, in terms of scientific imaging
revenue in 2024, we ranked third among global CIS companies, accounting for 16.3% of the global
market share. The industrial imaging and scientific imaging CIS markets are dominated by a few
international and regional leaders. In terms of revenue in 2024, industrial imaging and scientific
imaging CIS markets accounted for approximately 2.1% and 0.8% of the global CIS market,
respectively.
During the Track Record Period, we achieved revenue growth and profitability. Our revenue
increased by 11.3% from RMB604.8 million in 2023 to RMB673.0 million in 2024, and further
increased by 27.3% to RMB856.5 million in 2025. For the three years ended December 31, 2025, we
recorded a gross profit of RMB384.0 million, RMB396.9 million and RMB573.3 million, respectively,
with gross profit margin of 63.5%, 59.0% and 66.9%, respectively. We recorded net profits of
RMB169.8 million, RMB197.0 million and RMB293.1 million, for the three years ended December 31,
2025. Our operating cash flow remained consistently positive with steady growth, increasing from
RMB208.3 million in 2023 to RMB224.8 million in 2024, and further to RMB466.3 million in 2025.
BASIS OF PREPARATION
The Historical Financial Information has been prepared in accordance with HKFRS Accounting
Standards (which include all Hong Kong Financial Reporting Standards, Hong Kong Accounting
Standards (“ HKASs ”) and Interpretations) as issued by the HKICPA. All HKFRS Accounting Standards
effective for the accounting period commencing from January 1, 2025 together with the relevant
transitional provisions, have been early adopted by our Group in the preparation of the Historical
Financial Information throughout the Relevant Periods and in the period covered by the Interim
Comparative Financial Information. The Historical Financial Information has been prepared under the
historical cost convention, except for financial assets at fair value through profit or loss, financial assets
at fair value through other comprehensive income and derivative financial instruments which have been
measured at fair value.
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MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATION
The following factors are the principal factors that have affected and will continue to affect our
business, financial condition, results of operations and prospects.
Our continuous investment in R&D facilities and talents
Leveraging our robust R&D team and technology platform which has undergone continual
iterations and refinement, we consistently dedicated ourselves to the development and design of CMOS
image sensors. Through our in-house R&D efforts, we have mastered a range of mature technologies
and know-how covering the entire product lifecycle, from design and validation testing to quality
control and mass production. Our R&D team have long been engaged in the development of CMOS
image sensors and have undertaken and successfully completed numerous national and provincial-level
research projects, accumulating extensive experience in both the R&D and industrialization of CMOS
image sensor technologies. As a technology-driven company, we have dedicated, and will continue to
dedicate, significant resources in research and development, to keep pace with technological
developments, evolving standards and competition in the CMOS image sensor market. In 2023, 2024
and 2025, we incurred R&D expenses of RMB131.5 million, RMB130.2 million and RMB186.2
million, respectively, accounting for 21.7%, 19.3% and 21.7%, respectively, of our revenue for the
corresponding periods. Going forward, we will continue to invest resources in R&D to support the
long-term growth of our business.
The growth of our business depends largely on our R&D talents. We are supported by a robust
R&D team comprising industry veterans with extensive experience in the industry. Our R&D teams in
Changchun, Hangzhou, and Dalian maintain a highly collaborative and synergistic working relationship,
leveraging their respective expertise to drive innovation in advanced imaging technologies. In addition,
we established Gpixel Japan in 2016 and Gpixel Belgium in 2018, enabling us to expand our R&D
capabilities by recruiting local professionals and closely integrating them with our domestic teams.
Through these efforts, we have built an international R&D department that provides a solid foundation
for the continuous advancement of our technologies and products. As of December 31, 2025, our R&D
team is comprised of 226 members, representing approximately 48.6% of our total employees. All of
our R&D members hold a bachelor’s degree or higher, and 73.9% hold a master’s degree or higher with
most specializing in electronic engineering. We will continue to invest resources to attract more talented
R&D personnel and further improve our sensor design capabilities.
Our product offerings and diversification of our product mix
We offer a comprehensive range of CMOS image sensors products and customized sensor
solutions, catering to the needs of enterprise customers. As of the Latest Practicable Date, we had
developed nine series of CMOS image sensors primarily designed for high-tech applications such as
industrial imaging, scientific imaging, professional photography and video, and medical imaging. In
2023, 2024 and 2025, our revenue attributable to sales of CMOS image sensors amounted to RMB505.0
million, RMB510.3 million and RMB794.7 million, respectively, and accounted for approximately
83.5%, 75.8% and 92.8% of our total revenue for the corresponding periods. To meet the specialized
requirements of some of industry-leading customers, we also offer customized CMOS image sensor
solutions. These tailored services encompass feasibility studies, detailed sensor design, ceramic
packaging design, electronic system development, prototype fabrication, functional testing, and
reliability verification. In 2023, 2024 and 2025, our revenue attributable to customized sensor solutions
amounted to RMB98.4 million, RMB162.2 million and RMB61.2 million, respectively, and accounted
for approximately 16.3%, 24.1% and 7.1% of our total revenue for the corresponding periods.
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The scale of our business and the growth of our total revenue are largely driven by the expansion,
breadth and diversification of our product offerings. Within each product line, we strive to continually
expand and upgrade our offerings to provide comprehensive and high-quality solutions for our
customers. During the Track Record Period, fluctuations in our gross profit margin were partially
attributable to changes in our product mix, the scale of our product offerings and the iterations and
upgrades of our products. By leveraging our diversified product offerings and our business model,
equipped with end-to-end operational capabilities, we are able to offer customers a variety of product
combinations, which we expect to create potential business growth opportunities. We anticipate that our
results of operations and profitability will continue to be influenced by the growth and mix of our
product offerings.
Our ability to expand the application scenarios of our products
Our CMOS image sensors serve a broad range of applications, currently covering four major
application scenarios, including industrial imaging, scientific imaging, professional photography and
video and medical imaging, with continuous expansion into new scenarios. Our industrial imaging
solutions emphasize on market-driven optimization, where we tailor sensors for specific industrial use
cases (e.g., semiconductor inspection, high-speed production lines, etc.), balancing speed, power
efficiency and robustness. Our scientific imaging solutions are focused on pushing technological
boundaries where we prioritize breakthrough innovations (e.g., ultra-low-light detection) to serve
advanced research and instrumentation. Our professional photography and video have core R&D focus
on wide dynamic range, low-light performance and color fidelity, enabling high-quality imaging in
challenging environments. Our medical imaging solutions focus on sensor customization for endoscopy
and medical X ray applications. Revenue from industrial imaging solutions amounted to RMB327.5
million in 2023, RMB446.6 million in 2024 and RMB639.0 million in 2025, accounting for 54.2%,
66.3% and 74.6% of our total revenue for the respective periods. Revenue from scientific imaging
solutions amounted to RMB254.0 million in 2023, RMB192.4 million in 2024 and RMB204.3 million
in the 2025, accounting for 42.0%, 28.6% and 23.9% of our total revenue for the respective periods.
While our professional photography and video, and medical imaging still contribute relatively small
portion of our revenue, we expect these and other specialized imaging applications across high-tech
industries will contribute more to our revenue as our market shares in these scenarios increase.
Our ability to manage and improve our operational efficiency
Our ability to manage and improve our operational efficiency significantly affects our profitability
and results of operations. Our operating expenses primarily comprised research and development
expenses, selling expenses and administrative expenses.
The effectiveness of our branding and marketing activities is critical to our financial performance.
In terms of sales and marketing strategy, we employ a primarily direct sales supplemented by
distributorship model. Given the high technology nature of our products, which require deep technical
understanding, we primarily leverage our dedicated sales team to engage with end customers directly,
particularly in industrial imaging, scientific imaging, as well as other specialized imaging applications
across high-tech industries. Our selling expenses increased from RMB22.7 million in 2023 to RMB27.9
million in 2024, and further increased to RMB29.4 million in 2025. As we expand the scale and scope
of our business, we anticipate that our selling expenses will continue to increase in absolute amounts.
We are committed to continuously improving our selling and distribution efficiency and benefiting from
economies of scale.
The effectiveness of management activities is crucial to the success of our business. Our
administrative expenses amounted to RMB62.2 million, RMB64.7 million and RMB84.1 million in
2023, 2024 and 2025, respectively. We aim to further optimize our management structure to enhance
our operational and management efficiencies, ultimately improving our financial performance.
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Our relationship with our major suppliers
We operate under a fabless business model, which means we focus exclusively on the design,
development, and sales of CMOS image sensors while outsourcing the manufacturing processes to
world-class production partners. Please see “Business — Production and Procurement” for details of
our relationship with our production partners. Therefore, our ability to maintain long-term stable
business relationship with our production partners to provide us with quality and price competitive
foundry-manufactured wafers on a timely basis is crucial for our business development and results of
operations. By partnering with world-class wafer manufacturers like Tower and DB HiTek, we avoid
substantial capital expenditures and operational complexities associated with owning and maintaining
fabrication facilities. This model also allows us to benefit from the advanced technologies and
economies of scale that our suppliers bring to the table, ensuring that our CMOS image sensors remain
competitive in a rapidly evolving market. The purchases from our top five suppliers in each year during
the Track Record Period amounted to approximately RMB240.5 million, RMB120.6 million and
RMB274.7 million, representing approximately 74.7%, 63.7% and 70.5% of our total purchase amount
for the respective year.
MATERIAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING JUDGEMENTS
AND ESTIMATES
Note 2.3 to the Accountants’ Report in Appendix I to this prospectus sets forth certain material
accounting policy information, which are important for understanding our financial conditions and
results of operations.
Some of our accounting policies require us to apply estimates and assumptions as well as complex
judgments relating to accounting items. The estimates and assumptions we use and the judgments we
make in applying our accounting policies have a significant impact on our financial position and results
of operations. For details, see Note 3 to the Accountants’ Report in Appendix I to this prospectus.
FINANCIAL INFORMATION
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CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
The following table sets forth a summary of our consolidated statements of profit or loss, with
line items in absolute amounts and as percentages of our revenue for the periods indicated.
Year ended December 31,
2023 2024 2025
RMB’000 % of revenue RMB’000 % of revenue RMB’000 % of revenue
Revenue ................... 604,835 100.0 673,048 100.0 856,513 100.0
Cost of sales ................ (220,881) (36.5) (276,186) (41.0) (283,232) (33.1)
Gross profit ................. 383,954 63.5 396,862 59.0 573,281 66.9
Other income and gains .......... 29,542 4.9 55,161 8.2 58,150 6.8
Selling expenses .............. (22,653) (3.7) (27,858) (4.1) (29,446) (3.4)
Administrative expenses ......... (62,196) (10.3) (64,721) (9.6) (84,060) (9.8)
Research and development expenses .. (131,546) (21.7) (130,215) (19.3) (186,168) (21.7)
Impairment losses on trade
receivables, net ............. (1,948) (0.3) (2,128) (0.3) (6,276) (0.7)
Other expenses ............... (919) (0.2) (3,154) (0.5) (9) (0.0)
Finance costs ................ (1,372) (0.2) (868) (0.1) (790) (0.1)
Share of losses of associates ....... (2,371) (0.4) (2,243) (0.3) (561) (0.1)
Profit before tax ............. 190,491 31.5 220,836 32.8 324,121 37.8
Income tax expense ............ (20,644) (3.4) (23,854) (3.5) (30,975) (3.6)
Profit and total comprehensive
income attributable to the:
Profit for the year ............ 169,847 28.1 196,982 29.3 293,146 34.2
Owners of the parent .......... 174,199 28.8 198,675 29.5 294,182 34.3
Non-controlling interests ........ (4,352) (0.7) (1,693) (0.3) (1,036) (0.1)
NON-HKFRS MEASURE
To supplement our consolidated financial statements presented in accordance with HKFRS, we
also use a non-HKFRS measure, namely adjusted net profit (non-HKFRS measure), as an additional
financial measure, which is not required by or presented in accordance with HKFRS. We believe that
such non-HKFRS measure facilitates comparisons of operating performance from period to period by
eliminating potential impacts of certain items. We believe that such measure provides useful
information to investors and others in understanding and evaluating our consolidated results of
operations in the same manner as it helps our management. However, our presentation of adjusted net
profit (non-HKFRS measure) may not be comparable to similarly titled measures presented by other
companies. The use of such non-HKFRS 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
conditions as reported under HKFRS.
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We define adjusted net profit (non-HKFRS measure) as profit excluding the effects of share-based
payments expense and listing expenses. Share-based payments expense is non-cash in nature and are
employee related expenses arising from grant of shares under our employee incentive scheme. The
adjustments have been consistently made during the Track Record Period. The following table sets forth
the reconciliation of net profit to adjusted net profit (non-HKFRS measure) for the periods indicated:
Year Ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit for the year ..................... 169,847 196,982 293,146
Add:
Share-based payments expense ........... 52,877 52,252 60,310
Listing expenses ...................... — — 15,815
Adjusted net profit (non-HKFRS measure) 222,724 249,234 369,271
DESCRIPTION OF MAJOR COMPONENTS OF OUR RESULTS OF OPERATIONS
Revenue
During the Track Record Period, we generated revenue primarily from sales of CMOS image
sensors and customized sensor solutions to our customers. The following table sets forth a breakdown
of our revenue by pixel arrangement and as a percentage of our total revenue for the periods indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
CMOS Image
Sensors (1) ................. 505,038 83.5 510,330 75.8 794,663 92.8
Area array sensors ........... 409,569 67.7 414,862 61.6 621,390 72.5
Linear array sensors .......... 87,169 14.4 81,790 12.2 132,625 15.5
Other components ........... 8,300 1.4 13,678 2.0 40,648 4.8
Customized Sensor Solutions ..... 98,366 16.3 162,197 24.1 61,182 7.1
Others (2) ................... 1,431 0.2 521 0.1 668 0.1
Total ..................... 604,835 100.0 673,048 100.0 856,513 100.0
Note:
(1) CMOS Image Sensor refers to our standard product.
(2) Others include sale of raw materials and provision of other CIS aging test and other testing services as required by
customers from time to time. At the request of some customers, we occasionally sell small number of raw materials such
as sockets, connectors and packaging materials to them that are used for post-processing of CIS and R&D purposes. For
the years ended December 31, 2023, 2024 and 2025, revenue from the sale of raw materials amounted to RMB1.4 million,
RMB0.3 million and RMB0.5 million, while revenue from other services for the same periods was RMB18,645, RMB0.2
million and RMB0.1 million, respectively. The fluctuations in our revenue from others were driven by the change in
customer demand, and the amount of our other income is expected to remain low in the future.
CMOS image sensors . We have developed a comprehensive portfolio of CMOS image sensors.
The sales of CMOS image sensors represent our primary source of revenue. For the three years ended
December 31, 2025, our revenue attributable to sales of high-performance CMOS image sensors
amounted to RMB505.0 million, RMB510.3 million and RMB794.7 million, respectively, and accounted
for approximately 83.5%, 75.8% and 92.8% of our total revenue.
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Customized sensor solutions . To meet the specialized requirements of some of our
industry-leading customers, we also offer customized CMOS image sensor solutions. For the three years
ended December 31, 2025, our revenue attributable to customized sensor solutions amounted to
RMB98.4 million, RMB162.2 million and RMB61.2 million, respectively, and accounted for
approximately 16.3%, 24.1% and 7.1% of our total revenue.
The following table presents the sales volume in thousand units and average selling price per unit
of our CMOS image sensors during the Track Record Period.
Year ended December 31,
2023 2024 2025
Sales volume
(thousand
units)
Average
Selling Price
(RMB per unit)
Sales volume
(thousand
units)
Average
Selling Price
(RMB per unit)
Sales volume
(thousand
units)
Average
selling price
(RMB per unit)
Area array sensors ............. 129 3,175 206 2,014 392 1,585
Optical format ≤1” ........... 39 792 118 442 204 315
1″< optical format ≤ APS-C ...... 75 2,665 74 2,135 162 1,489
Optical format ×APS-C ........ 15 11,920 14 14,626 26 12,145
Linear array sensors ............ 84 1,038 155 528 200 663
Other components ............. 3 2,767 33 414 23 1,767
Total ..................... 216 2,338 394 1,295 615 1,292
Sales volume of our CMOS image sensors increased during the Track Record Period, primarily
due to the strong demand in downstream application scenarios. The average selling price for our CMOS
image sensors experienced a decrease during the Track Record Period, primarily due to the variations of
product mix. For example, with respect to area array sensors, we launched certain GMAX series sensor
in November 2022, which has lower cost and thus lower selling price compared to the average selling
price of our area array sensors, targeting to mainstream applications such as factory automation,
positioning, barcode, and automatic number plate recognition applications. The decrease in the average
selling price of our area array sensors was further driven by our offering of bulk pricing discount as our
customers purchased more of our sensors. In particular, during the Track Record Period, the average
selling price of our area array sensors with optical format less than or equal to 1” amounted to
RMB792, RMB442 and RMB315 respectively, while the sales volume of our area array sensors with
optical format less than or equal to 1” amounted to 39 thousand units, 118 thousand units and 204
thousand units, respectively. During the Track Record Period, the average selling price of our area array
sensors with optical format less than or equal to APS-C amounted to RMB2,665, RMB2,135 and
RMB1,489 respectively, while the sales volume of our area array sensors with optical format less than
or equal to APS-C amounted to 75 thousand units, 74 thousand units and 162 thousand units,
respectively. During the Track Record Period, the average selling price of our area array sensors with
optical format greater than APS-C amounted to RMB11,920, RMB14,626 and RMB12,145, respectively,
while the sales volume of our area array sensors with optical format greater than APS-C amounted to
15 thousand units, 14 thousand units and 26 thousand units, respectively.
The decrease in the average selling price of our linear array sensors from 2023 to 2024 was
primarily driven by the increased sales volume of our newly-launched linear array sensors, particularly
an 8K sensor addressing the needs of lithium battery and PCB inspection applications, and a 2K sensor
for color sorting application, which have lower cost and thus lower selling price compared to previous
average selling price of linear array sensors.
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The following table presents the number of projects and average selling price of each project of
our customized sensor solutions during the Track Record Period.
Year ended December 31,
2023 2024 2025
Number of
projects
Average
Selling Price
(RMB’000 per
project)
Number of
projects
Average
Selling Price
(RMB’000 per
project)
Number of
projects
Average
Selling Price
(RMB’000 per
project)
Customized sensor
solutions ................. 21 4,684 28 5,793 16 3,824
The number of projects of our completed customized sensor solutions increased from 2023 to
2024, as our experienced CMOS image sensor design and development team closely collaborate with
leading industry players in customizing sensor design with diverse technical specifications and
application scenarios. The average selling price per project increased from 2023 to 2024. The increase
in the average selling price per project of 2024 was mainly due to six projects with each contract
amount over RMB10 million in 2024. The number of projects completed decreased to 16 in 2025 and
the average selling price per project decreased from 5,793 thousand in 2024 to 3,824 thousand in 2025,
primarily because that the progress of customized sensor solution is subject to period-to-period
uncertainty, which has only two projects with each contract amount exceeding RMB10 million in 2025,
and more research and development resources was allocated in research and development projects in
2025. As of February 28, 2026, the aggregate backlog of our customized sensor solution project was
approximately RMB299.9 million.
Revenue by geographical locations
The following table sets forth our revenue breakdown by geographical location, each expressed in
absolute amount and as a percentage of our total revenue, for the period indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Chinese Mainland ............. 424,367 70.2 497,844 74.0 659,968 77.1
Europe (1) ................... 73,760 12.2 69,658 10.3 84,898 9.9
Japan ..................... 32,592 5.4 34,434 5.1 30,495 3.6
Canada .................... 32,724 5.4 25,327 3.8 30,827 3.6
South Korea ................. 8,910 1.5 23,111 3.4 20,793 2.4
U.S. ...................... 19,141 3.2 16,995 2.5 23,411 2.7
Others (2) ................... 13,341 2.1 5,679 0.8 6,121 0.7
Total ..................... 604,835 100.0 673,048 100.0 856,513 100.0
Notes:
(1) Germany, the U.K. and the Netherlands are our major markets in Europe.
(2) Include Hong Kong, Israel, Taiwan and other countries/regions.
The Chinese Mainland market has been a focus in our business development since inception. Sales
from the Chinese Mainland market increased from RMB424.4 million in 2023 to RMB497.8 million in
2024, and increased to RMB660.0 million in 2025, accounting for 70.2%, 74.0% and 77.1% of our total
revenue for the respective periods.
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Revenue by application scenarios
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Industrial imaging ............. 327,524 54.2 446,550 66.3 638,980 74.6
Scientific imaging ............. 253,952 42.0 192,405 28.6 204,304 23.9
Professional photography and
video ................... 13,629 2.3 9,807 1.5 9,517 1.1
Medical imaging .............. — — 20,236 3.0 474 0.1
Others (Note) ................. 9,730 1.5 4,050 0.6 3,238 0.3
Total ..................... 604,835 100.0 673,048 100.0 856,513 100.0
Note: Include sales of evaluation boards, wafers and other raw materials, and provision of testing services.
Revenue from industrial imaging solutions amounted to RMB327.5 million in 2023, RMB446.6
million in 2024 and RMB639.0 million in 2025, accounting for 54.2%, 66.3% and 74.6% of our total
revenue for the respective periods. The increases in our revenue from industrial imaging solutions are
primarily driven by the strong demand in downstream industrial imaging applications. Revenue from
scientific imaging solutions amounted to RMB254.0 million in 2023, RMB192.4 million in 2024 and
RMB204.3 million in 2025, accounting for 42.0%, 28.6% and 23.9% of our total revenue for the
respective periods. The decreases in our revenue from scientific imaging solutions are primarily as a
result of demand fluctuations of research institution customers. Revenue from professional photography
and video solutions amounted to RMB13.6 million in 2023, RMB9.8 million in 2024 and RMB9.5
million in 2025, accounting for 2.3%, 1.5% and 1.1% of our total revenue for the respective periods.
Revenue from medical imaging solutions amounted to nil in 2023, RMB20.2 million in 2024 and
RMB474 thousand in 2025, accounting for nil, 3.0% and 0.1% of our total revenue for the respective
periods.
Cost of Sales
The following table sets forth a breakdown of our cost of sales by nature for the periods indicated
both in absolute amount and as a percentage of our total cost of sales, for the periods indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Raw materials ................ 137,534 62.3 169,734 61.5 202,843 71.6
Employee compensation and benefits . 30,778 13.9 60,588 21.9 25,385 9.0
Outsourced services ............ 25,154 11.4 21,721 7.9 30,337 10.7
Impairment losses on inventories .... 20,996 9.5 10,743 3.9 18,087 6.4
Other costs ................. 6,419 2.9 13,400 4.8 6,580 2.3
Total ..................... 220,881 100.0 276,186 100.0 283,232 100.0
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The following table sets forth a breakdown of our cost of sales by product type for the periods
indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
CMOS
Image Sensors ............. 160,823 72.8 177,186 64.2 254,250 89.8
Area array sensors ............. 117,323 53.1 135,839 49.2 201,174 71.0
Linear array sensors ............ 40,532 18.4 37,586 13.6 44,691 15.8
Other components ............. 2,968 1.3 3,761 1.4 8,385 3.0
Customized Sensor Solutions ..... 59,038 26.7 98,805 35.7 28,769 10.1
Others .................... 1,020 0.5 195 0.1 213 0.1
Total ..................... 220,881 100.0 276,186 100.0 283,232 100.0
Gross Profit and Gross Profit Margin
The following table sets forth a breakdown of gross profit and gross profit margin by product type
for the years indicated:
Year ended December 31,
2023 2024 2025
RMB’000
Gross profit
margin (%) RMB’000
Gross profit
margin (%) RMB’000
Gross profit
margin (%)
CMOS
Image Sensors ............. 344,215 68.2 333,144 65.3 540,413 68.0
Area array sensors ............. 292,246 71.4 279,023 67.3 420,216 67.6
Linear array sensors ............ 46,637 53.5 44,204 54.0 87,934 66.3
Other components ............. 5,332 64.2 9,917 72.5 32,263 79.4
Customized Sensor Solutions ..... 39,328 40.0 63,392 39.1 32,413 53.0
Others .................... 411 28.7 326 62.6 455 68.1
Total ..................... 383,954 63.5 396,862 59.0 573,281 66.9
Our gross profit amounted to RMB384.0 million, RMB396.9 million and RMB573.3 million in
2023, 2024 and 2025, respectively. Our gross profit margin for 2023, 2024 and 2025 was 63.5%, 59.0%
and 66.9% respectively.
Our gross profit margin remained at a relatively high level through the Track Record Period. Our
gross profit margin of sales of CMOS image sensors decreased from 68.2% in 2023 to 65.3% in 2024,
primarily due to (i) our offering of bulk pricing discount as our customers purchased more products.
Such bulk pricing discounts arise from our established tier-based pricing mechanism under which unit
prices decrease in accordance with pre-determined quantity tiers (e.g., 1−19 units, 20−99 units,
100−199 units, 200−499 units, 500−999 units and 1,000−5,000 units and result in an effective discount
of around 8% for highest-volume purchases compared with lowest-volume purchase); and (ii) the
relatively low profit margin of certain products addressing mainstream applications due to lower market
barriers and more intense price competition. The decrease in gross profit margin from 2023 to 2024 was
also attributable to our expansion from high-end market to mainstream market, including areas such as
factory automation, positioning and barcode reader (Note) . For each year during the Track Record
Period, the sales volume of mainstream products were 83,911 units, 231,025 units and 392,691 units,
and revenue generated from sales of mainstream products amounted to RMB20.6 million, RMB43.1
million and RMB89.7 million, representing approximately 3.4%, 6.4% and 10.5% of our total revenue
FINANCIAL INFORMATION
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for the respective periods. Our gross profit margin of sales of CMOS image sensors increased from
65.3% in 2024 to 68.0% in 2025, primarily due to increase in gross profit margin from linear array
sensors as we delivered more high-end linear array sensors with higher average selling price in 2025.
Our gross profit margin of sales of customized sensor solutions remained relatively stable at
40.0% in 2023 and 39.1% in 2024. Our gross profit margin of sales of customized sensor solutions
increased from 39.1% in 2024 to 53.0% in 2025, primarily due to the completion of two major projects
with high gross profit margins in October 2025.
Our gross profit margin of sales in Chinese Mainland amounted to 61.0%, 54.8% and 65.7% for
the years ended December 31, 2023, 2024 and 2025. Our gross profit margin of sales from other
regions were largely consistent, and amounted to 69.4%, 70.7% and 71.0% for the years ended
December 31, 2023, 2024 and 2025.
The following table sets forth our gross profit and gross profit margin breakdown by our major
application scenarios during the Track Record Period:
Year ended December 31,
2023 2024 2025
Gross profit
Gross profit
margin Gross profit
Gross profit
margin Gross profit
Gross profit
margin
(RMB’000) % (RMB’000) % (RMB’000) %
Industrial imaging ............. 191,128 58.4 244,331 54.7 406,802 63.7
Scientific imaging ............. 179,725 70.8 141,421 73.5 158,691 77.7
Professional photography and video &
Medical imaging ............. 8,242 60.5 8,935 29.7 6,260 62.7
Others .................... 4,859 49.9 2,175 53.7 1,528 47.2
Total ..................... 383,954 63.5 396,862 59.0 573,281 66.9
Note:
The rationale for expanding into the mainstream market was to increase our sales volume, and thereby boost our revenue and
support financial growth. To this end, we are upgrading our packaging and testing capabilities through automation, expanding its
engineering team, and increasing procurement from key suppliers to enhance supply chain relationships, quality and operational
efficiency for future market expansion.
Other Income and Gains
The following table sets forth a breakdown of the components of our other income and gains in
absolute amounts for the periods indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Government grants ............. 15,843 53.6 33,151 60.1 33,984 58.4
Bank interest income ........... 11,213 38.0 12,995 23.6 13,064 22.5
Investment income from financial
assets at fair value through profit or
loss ..................... 1,262 4.3 3,607 6.5 6,278 10.8
Other gains ................. 667 2.3 4,680 8.5 4,632 7.9
Others .................... 557 1.9 728 1.3 192 0.4
Total ..................... 29,542 100.0 55,161 100.0 58,150 100.0
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During the Track Record Period, our government grants amounted to RMB15.8 million, RMB33.2
million and RMB34.0 million, respectively. The increase in our government grants in 2024 was due to a
number of innovation, research and development subsidies and other grants received by us, primarily
including (i) a research and development subsidy received by Gpixel Belgium; (ii) a value-added tax
additional deductions received by our Company; (iii) an industrial support subsidy received by Gpixel
Hangzhou; and (iv) a government grant received by our Company.
Selling Expenses
Our selling expenses amounted to RMB22.7 million, RMB27.9 million and RMB29.4 million in
2023, 2024 and 2025, respectively. Our selling expenses represented 3.7%, 4.1% and 3.4% of our
revenue in 2023, 2024 and 2025, respectively. The following table sets forth a breakdown of the major
components of our selling expenses, in absolute amounts and as percentages of our total selling
expenses, for the periods indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Salaries and bonus ............. 8,419 37.2 10,971 39.4 12,283 41.7
Professional service fees ......... 6,373 28.1 5,672 20.4 6,654 22.6
Share-based payments expense ..... 4,300 19.0 6,714 24.1 6,700 22.8
Marketing expenses ............ 1,929 8.5 2,577 9.3 1,840 6.2
Depreciation and amortization
expenses .................. 436 1.9 614 2.2 696 2.4
Others .................... 1,196 5.3 1,310 4.6 1,273 4.3
Total ..................... 22,653 100.0 27,858 100.0 29,446 100.0
Administrative Expenses
Our administrative expenses amounted to RMB62.2 million, RMB64.7 million and RMB84.1
million in 2023, 2024 and 2025, respectively. Our administrative expenses represented 10.3%, 9.6% and
9.8% of our revenue in 2023, 2024 and 2025, respectively. The following table sets forth a breakdown
of the components of our administrative expenses, in absolute amounts and as percentages of our total
administrative expenses, for the periods indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Salaries and bonus ............. 25,983 41.8 28,986 44.8 32,129 38.2
Listing expenses .............. ———— 15,815 18.8
Share-based payments expense ..... 10,293 16.5 11,599 17.9 12,459 14.8
Depreciation and amortization
expenses .................. 5,041 8.1 5,372 8.3 5,378 6.4
Professional service fees ......... 6,904 11.1 4,299 6.6 1,926 2.3
Office and travel expenses ........ 3,791 6.1 2,397 3.7 2,430 2.9
Lease expenses ............... 756 1.2 574 0.9 386 0.5
Taxes and charges ............. 3,801 6.1 5,847 9.0 8,599 10.2
Others .................... 5,627 9.1 5,647 8.8 4,938 5.9
Total ..................... 62,196 100.0 64,721 100.0 84,060 100.0
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Research and Development Expenses
Our research and development expenses amounted to RMB131.5 million, RMB130.2 million and
RMB186.2 million in 2023, 2024 and 2025, respectively. Our research and development expenses
represented 21.7%, 19.3% and 21.7% of our revenue in 2023, 2024 and 2025, respectively. The
following table sets forth a breakdown of the components of our research and development expenses, in
absolute amounts and as percentages of our total research and development expenses, for the periods
indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Salaries and bonus ............. 56,706 43.1 68,397 52.5 93,234 50.1
Share-based payments expense ..... 25,810 19.6 24,331 18.7 35,436 19.0
Mask and tooling charges ......... 21,922 16.7 11,688 9.0 15,731 8.4
Depreciation and amortization
expenses .................. 10,440 7.9 10,786 8.3 16,018 8.6
Materials expenses ............. 9,250 7.0 5,293 4.1 10,152 5.5
Professional service fees ......... 4,345 3.3 3,391 2.6 6,419 3.4
Others .................... 3,073 2.4 6,329 4.8 9,178 5.0
Total ..................... 131,546 100.0 130,215 100.0 186,168 100.0
Impairment losses on trade receivables
We recorded impairment losses on trade receivables, net of RMB1.9 million, RMB2.1 million and
RMB6.3 million in 2023, 2024 and 2025, respectively.
Other expenses
Our other expenses primarily relate to foreign exchange losses, net. Our other expenses amounted
to RMB0.9 million, RMB3.2 million and RMB9 thousand in 2023, 2024 and 2025, respectively.
Finance Costs
Our finance costs amounted to RMB1.4 million, RMB0.9 million and RMB0.8 million in 2023,
2024 and 2025, respectively. The following table sets forth a breakdown of the major components of
our finance costs, in absolute amounts and as percentages of our finance costs, for the periods
indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Interest on discounted notes
receivable ................. 729 53.1 236 27.2 427 54.1
Interest on lease liabilities ........ 643 46.9 632 72.8 363 45.9
Total ..................... 1,372 100.0 868 100.0 790 100.0
FINANCIAL INFORMATION
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Share of losses of associates
Share of losses of associate primarily our share of losses from our investments in unlisted
companies. We recorded share of losses of associates of RMB2.4 million, RMB2.2 million and RMB0.6
million in 2023, 2024 and 2025, respectively.
Income Tax Expense
We are subject to income tax on an entity basis on profits arising in or derived from the
jurisdictions in which members of our Group are domiciled and operate. We recorded income tax
expense of RMB20.6 million, RMB23.9 million and RMB31.0 million in 2023, 2024 and 2025,
respectively. As of the Latest Practicable Date, we did not have any disputes with any tax authorities.
We are subject to income tax at the entity level based on profits arising in, or derived from, the
jurisdictions in which members of the Group are domiciled and operate. For a detailed discussion of the
applicable income tax of the entities within our Group, please refer to Note 10 to the Accountants’
Report in Appendix I of this prospectus.
PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS
Year Ended December 31, 2024 Compared to Year Ended December 31, 2025
Revenue
Our total revenue increased by 27.3% from RMB673.0 million in 2024 to RMB856.5 million in
2025, primarily due to (i) increase in revenue from sales of area array sensors driven by the strong
demand in the industrial imaging applications; and (ii) increase in revenue from sales of linear array
sensors resulting from a higher sales volume as well as a higher average selling price as more high-end
linear array sensors were delivered in 2025.
Sales of CMOS image sensors
Revenue from our sales of CMOS image sensor increased by 55.7% from RMB510.3 million in
2024 to RMB794.7 million in 2025.
Revenue from our sales of our area array sensors increased by 49.8% from RMB414.9 million in
2024 to RMB621.4 million in 2025, primarily due to the increase in sales volume from 206 thousand
units in 2024 to 392 thousand units in 2025, offsetting the decrease in average selling price from
RMB2,014 in 2024 to RMB1,585 in 2025. The increase in sales of volume of our area array sensors
was primarily as a result of the increased demand in industrial imaging applications, such as high-end
industrial inspection, lithium battery inspection and logistics bar code scanning. Revenue from our sales
of our linear array sensors increased by 62.1% from RMB81.8 million in 2024 to RMB132.6 million in
2025, primarily due to the increase in sales volume from 155 thousand units in 2024 to 200 thousand
units in 2025 and the increase in average selling price from RMB528 in 2024 to RMB663 in 2025.
Customized sensor solutions
Revenue from our customized sensor solutions decreased by 62.3% from RMB162.2 million in
2024 to RMB61.2 million in 2025, primarily due to the number of projects of our customized sensor
solutions and average selling price per project both decreased. The number of projects of our
customized sensor solutions decreased from 28 projects in 2024 to 16 projects in 2025, as we allocated
substantial research and development resources to the development of new standard products. The
FINANCIAL INFORMATION
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average selling price per project decreased from RMB5,793 thousand in 2024 to RMB3,824 thousand in
2025, primarily because only two projects with each contract amount exceeding RMB10 million in
2025, and more research and development resources was allocated in research and development projects
in 2025.
Cost of Sales
Our cost of sales remained relatively stable at RMB276.2 million and RMB283.2 million in 2024
and 2025, respectively.
Gross Profit and Gross Margin
We recorded gross profit of RMB396.9 million in 2024 and RMB573.3 million in 2025. We
recorded overall gross profit margin of 59.0% in 2024 and 66.9% in 2025.
Our gross profit margin of sales of CMOS image sensors increased from 65.3% in 2024 to 68.0%
in 2025, primarily due to increase in gross profit margin from linear array sensors. Our gross profit
margin of sales of area array sensors remained relatively stable at 67.3% in 2024 and 67.6% in 2025.
Our gross profit of sales of linear array sensors increased from 54.0% in 2024 to 66.3% in 2025
primarily because a higher proportion of revenue was generated from sales of high-end products in
2025, with average selling price increased from RMB528 per unit to RMB663 per unit. Our gross profit
margin of sales of customized sensor solutions increased from 39.1% in 2024 with higher average
selling price to 53.0% in 2025, primarily due to the completion of two major projects with high gross
profit margins in October 2025.
Other Income and Gains
Our other income and gains remained relatively stable at RMB55.2 million in 2024 and RMB58.2
million in 2025.
Selling Expenses
Our selling expenses remained relatively stable at RMB27.9 million in 2024 and RMB29.4 million
in 2025.
Administrative Expenses
Our administrative expenses increased by 30.0% from RMB64.7 million in 2024 to RMB84.1
million in 2025, primarily due to an increase of RMB15.8 million in listing expenses.
Research and Development Expenses
Our research and development expenses increased by 43.0% from RMB130.2 million in 2024 to
RMB186.2 million in 2025, primarily due to (i) an increase of RMB24.8 million in salaries and bonuses
resulting from higher average compensation and an increase in the number of R&D personnel; and (ii)
an increase of RMB11.1 million in share-based payments expense.
Impairment Losses on Trade Receivables
Our impairment losses on trade receivable increased by 200.0% from RMB2.1 million in 2024 to
RMB6.3 million in 2025, primarily due to a long payment process by certain research institution
customers as some research institution customers have longer project cycles.
FINANCIAL INFORMATION
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Other Expenses
Our other expenses decreased by 99.7% from RMB3.2 million in 2024 to 9 thousand in 2025,
primarily due to decrease in foreign exchange losses.
Finance Costs
Our finance costs remained relatively stable at RMB0.9 million in 2024 to RMB0.8 million in
2025.
Income Tax Expenses
Our income tax expenses increased by 29.7% from RMB23.9 million in 2024 to RMB31.0 million
in 2025, primarily due to increase in profit before tax.
Profit for the Period
As a result of the foregoing, particularly the increase in our gross margin further driven by the
growth in our revenue, our net profit increased from RMB197.0 million in 2024 to RMB293.1 million
in 2025.
Adjusted Net Profit for the Period (non-HKFRS Measure)
As a result of the foregoing, particularly the increase in our profit, our adjusted net profit
(non-HKFRS measure) increased by 48.2% from RMB249.2 million in 2024 to RMB369.3 million in
2025.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Revenue
Our total revenue increased by 11.3% from RMB604.8 million in 2023 to RMB673.0 million in
2024, primarily due to (i) the increase in our revenue from customized sensor solutions as we provided
more customized services to customers and we completed six customized solution projects with each
contract amount over RMB10 million in 2024 and (ii) the increase in our revenue from industrial
imaging solutions further driven by the strong demand in downstream industrial imaging applications.
Sales of CMOS image sensors
Revenue from our sales of CMOS image sensors remained relatively stable at RMB510.3 million
in 2024 compared to RMB505.0 million in 2023.
Revenue from our sales of our area array sensors remained relatively stable at RMB414.9 million
in 2024 compared to RMB409.6 million in 2023. Revenue from our sales of our linear array sensors
decreased by 6.2% from RMB87.2 million in 2023 to RMB81.8 million in 2024, primarily due to the
decrease in average selling price of linear array sensors from approximately RMB1,038 per unit in 2023
to approximately RMB528 per unit in 2024, as a result of a variations of production mix, particularly
the selling of certain sensors with low selling prices. The decrease of average selling price of our linear
array sensors was partially offset by an increase of sales volume from approximately 84 thousand units
in 2023 to approximately 155 thousand units in 2024.
FINANCIAL INFORMATION
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Customized sensor solutions
Revenue from our customized sensor solutions increased by 64.9% from RMB98.4 million in 2023
to RMB162.2 million in 2024, primarily due to increase demand in downstream application of industrial
imaging and medical imaging solutions as a result of our close collaboration with customers of
customized sensor solutions. The number of customized sensor solutions we delivered increased from
21 in 2023 to 28 in 2024 while the average selling price per project also increased significantly from
RMB4.7 million to RMB5.8 million.
Cost of Sales
Our cost of sales increased by 25.0% from RMB220.9 million in 2023 to RMB276.2 million in
2024, primarily due to (i) an increase of RMB29.8 million in employee compensation and benefits as a
result of business expansion of our customized sensor solutions, and (ii) an increase of RMB32.2
million in raw materials cost as our business expansion resulted in higher sales volume, particularly the
growth in the sales volume of area array sensors from approximately 129,000 units in 2023 to 206,000
units in 2024.
Gross Profit and Gross Margin
We recorded gross profit of RMB384.0 million in 2023 and RMB396.9 million in 2024. We
recorded overall gross profit margin of 63.5% in 2023 and 59.0% in 2024.
Our gross profit margin of sales of CMOS image sensors decreased slightly from 68.2% in 2023
to 65.3% in 2024 as gross profit margins from our area array sensors decreased. Our gross profit margin
of sales of area array sensors decreased slightly from 71.4% in 2023 to 67.3% in 2024 primarily due to
the effect of bulk pricing discount as our customers purchased more products under our tier-based
pricing mechanism. Such impact was amplified by the significant increase in sales volume of our area
array sensors with optical format less than or equal to 1” from 39 thousand units in 2023 to 118
thousand units in 2024. The decrease in gross profit margin of sales of area array sensors is also due to
the increased sales volume of certain products addressing mainstream applications with relatively low
profit margins. Our gross profit margin of sales of linear array sensors remained relatively stable at
54.0% in 2024 compared to 53.5% in 2023. Our gross profit margin of sales of customized sensor
solutions remained relatively stable at 39.1% in 2024 compared to 40.0% in 2023. For details, please
see “Business — Our Products and Solutions” in this prospectus.
Other Income and Gains
Our other income and gains increased by 86.7% from RMB29.5 million in 2023 to RMB55.2
million in 2024, which was primarily attributable to (i) the increase of RMB17.3 million in government
grants, (ii) the increase of RMB3.7 million in net gains on fair value change of financial assets at fair
value through profit or loss and (iii) the increase of RMB2.3 million in investment income from
financial assets at fair value through profit or loss.
Selling Expenses
Our selling expenses increased by 23.0% from RMB22.7 million in 2023 to RMB27.9 million in
2024, primarily due to (i) an increase of RMB2.6 million in salaries and bonus further due to the
increase in the average compensation, (ii) an increase of RMB2.4 million in share-based payments
expense, and (iii) an increase of RMB0.6 million in marketing expenses further due to our distribution
of sample products to potential customers and our participation of exhibitions.
FINANCIAL INFORMATION
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Administrative Expenses
Our administrative expenses slightly increased by 4.1% from RMB62.2 million in 2023 to
RMB64.7 million in 2024, mainly due to an increase of RMB3.0 million in salaries and bonus further
due to the increase in the number of our administrative personnel and average compensation.
Research and Development Expenses
Our research and development expenses remained relatively stable at RMB130.2 million in 2024
compared to RMB131.5 million in 2023.
Impairment Loss on trade receivables
Our impairment loss on trade receivables, net increased by 9.2% from RMB1.9 million in 2023 to
RMB2.1 million in 2024.
Other Expenses
Our other expenses increased by 243.2% from RMB0.9 million in 2023 to RMB3.2 million in
2024, primarily due to the increase in foreign exchange loss.
Finance Costs
Our finance costs decreased by 36.7% from RMB1.4 million in 2023 to RMB0.9 million in 2024,
primarily due to a decrease of RMB0.5 million in our interest on discounted notes receivables.
Income Tax Expenses
Our income tax expenses increased by 15.5% from RMB20.6 million in 2023 to RMB23.9 million
in 2024, primarily due to the increase in our profit before tax.
Profit for the Period
As a result of the foregoing, particularly the increase in our revenue and the increase in our other
income and gains, our net profit increased by 16.0% from RMB169.8 million in 2023 to RMB197.0
million in 2024.
Adjusted net profit for the Period (non-HKFRS measure)
As a result of the foregoing, our adjusted net profit (non-HKFRS measure) increased from
RMB222.7 million in 2023 to RMB249.2 million in 2024, primarily due to the increase in our profit.
DISCUSSION OF CERTAIN KEY CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
ITEMS
Property, Plant and Equipment
Our property, plant and equipment are comprised of (i) leasehold improvements, (ii) buildings,
(iii) plant and machinery, (iv) electronic devices, (v) motor vehicles, (vi) office equipment, and (vii)
construction in progress, which refers to renovation of our offices and the building of clean rooms for
testing purposes.
FINANCIAL INFORMATION
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The following table sets forth the key components of our property, plant and equipment as of the
dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Leasehold improvements ................ 15,629 11,739 11,721
Buildings ........................... 1,554 1,484 1,414
Plant and machinery ................... 24,075 26,794 32,571
Electronic devices ..................... 5,269 4,873 5,714
Motor vehicles ....................... 850 1,146 1,113
Office equipment ..................... 1,262 1,174 1,472
Construction in progress ................ 667 4,422 526
Total ............................. 49,306 51,632 54,531
Our property, plant and equipment increased from RMB49.3 million as of December 31, 2023 to
RMB51.6 million as of December 31, 2024, primarily because (i) the increase in construction in
progress of our operations in Belgium and (ii) we acquired new machinery and equipment in 2023. Our
property, plant and equipment increased from RMB51.6 million as of December 31, 2024 to RMB54.5
million as of December 31, 2025, primarily because we acquired new machinery in 2025.
Right-of-use Assets
Our right-of-use assets represent office premises. Our right-of-use assets decreased from RMB11.7
million as of December 31, 2023 to RMB10.0 million as of December 31, 2024 and further to RMB3.2
million as of December 31, 2025, primarily due to early termination of some leases and the
depreciation charges during the relevant periods.
Investment in Associates
Our investment in associates refers to our equity interests in unlisted companies, amounting to
RMB6.8 million, RMB11.4 million and RMB10.9 million as of December 31, 2023, 2024 and 2025,
respectively.
Other Intangible Assets
Our other intangible assets are (i) software, and (ii) patents.
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Software ........................... 11,043 6,179 21,298
Patents ............................. 2,350 2,050 1,750
Total ............................. 13,393 8,229 23,048
Our intangible assets decreased from RMB13.4 million as of December 31, 2023 to RMB8.2
million as of December 31, 2024, primarily due to the amortization charges during the relevant periods.
Our intangible assets increased from RMB8.2 million as of December 31, 2024 to RMB23.0 million as
of December 31, 2025, primarily due to the increase in license fees for our sensor design software.
FINANCIAL INFORMATION
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Inventories
The value of our inventories accounted for 32.8%, 21.9% and 19.2% of our total current assets as
of December 31, 2023, 2024 and 2025, respectively. The following table sets forth the key components
of our inventories as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials ....................... 94,609 42,358 66,378
Work in progress ..................... 83,043 56,569 118,239
Finished goods ....................... 110,874 116,361 73,265
Costs to fulfil a contract ................ 84,617 71,393 95,104
Total ............................. 373,143 286,681 352,986
Our inventories decreased from RMB373.1 million as of December 31, 2023 to RMB286.7 million
in as of December 31, 2024, primarily due to (i) a decrease in raw materials procurement in 2024, (ii) a
decrease of RMB26.5 million in work in progress as they were utilized and turned into finished goods,
and (iii) a decrease of RMB13.2 million in costs to fulfil a contract, primarily due to the significant
growth in revenue from our customized sensor solutions in 2024 and the corresponding cost
recognition. As of December 31, 2025, our inventories increased to RMB353.0 million, primarily due to
(i) an increase of RMB61.7 million in work in progress and RMB24.0 million in raw materials to meet
the increase in customer demand; and (ii) an increase of RMB23.7 million in costs to fulfil a contract,
which was incurred from ongoing customized sensor solution projects, and was partially offset by a
decrease of RMB43.1 million in finished goods.
The following table sets forth our inventory turnover days for the years indicated.
Year ended December 31,
2023 2024 2025
Inventory turnover days (1) ............... 559 436 412
Note:
(1) Calculated based on the net carrying amount of average balance of inventory divided by the cost of sales for the relevant
year multiplied by the number of days in the relevant period (i.e. 365 days for a fiscal year). The net carrying amount of
average balance of inventory is calculated as the sum of the beginning balance and ending balance for the relevant year
divided by two.
Our inventory turnover days decreased from 559 days in 2023 to 436 days in 2024, and further to
412 days in 2025, primarily due to our improved inventory utilization efficiency as a result of growth in
our revenue. Our inventory turnover days were affected by our raw materials procurement and
production cycles, which is in line with industry practice. The procurement cycles of our raw materials,
including wafers, ceramic packages and cover glass, generally ranged from two to eight months, and the
production cycle, including wafer testing, sensor packaging and sensor testing, generally ranged from
two to five months. Given that (i) our products generally have no expiration date and are mainly used
in high-tech fields, such as industrial imaging, scientific imaging and professional photography and
video, which have long life cycle; and (ii) our raw materials procurement and production cycles are
relatively long, we maintained a relatively high inventory level of raw materials and finished goods to
meet the dynamic customer demands.
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The original value and impairment amount of our inventories are as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials ....................... 101,833 52,877 84,513
Work in progress ..................... 85,050 59,887 121,740
Finished goods ....................... 119,238 126,023 86,733
Costs to fulfil a contract ................ 96,521 80,680 106,334
Gross carrying amount ............... 402,642 319,467 399,320
Impairment of inventories ............... (29,499) (32,786) (46,334)
Net carrying amount .................. 373,143 286,681 352,986
Our policy of the impairment for inventories is as follows:
Products
Our inventories are stated at the lower of cost and net realisable value (“ NRV”). Cost is
determined on the weighted average basis and, in the case of work in progress and finished goods,
comprises direct materials, direct labor and other costs. As at the end of each Track Record Period, for
raw materials, work in progress and finished goods, the NRV is estimated based on the recent or
estimated market selling price of the relevant products in the ordinary course of business, less the
estimated costs of completion, the estimated selling expenses and related taxes.
Costs to fulfil a contract
For costs to fulfil a contract, we continuously monitor the execution of related customized
services and analyzes whether the economic benefits to be received can cover the overall expenditures
of the customized projects. We charge impairment to costs to fulfil a contract where actual costs
incurred to the date plus estimated future costs exceed the contract amount.
After we have made impairment for inventories in accordance with the above-mentioned inventory
impairment policy, the aging of our inventories is as follows:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Products
Within 1 year ........................ 251,827 165,882 218,623
1 to 2 years ......................... 33,003 41,063 28,924
2 to 3 years ......................... 3,696 8,343 10,335
Over 3 years ........................ ———
Subtotal ........................... 288,526 215,288 257,882
Costs to fulfil a contract
Within 1 year ........................ 56,919 48,015 34,006
Over 1 year ......................... 27,698 23,378 61,098
Subtotal ........................... 84,617 71,393 95,104
Total .............................. 373,143 286,681 352,986
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Our products generally have no expiration date and are mainly used in high-tech fields such as
industrial imaging, scientific imaging and professional photography and video with long life cycle. Our
products have consistently maintained high gross profit margins. Procurement and production cycles of
our products are relatively long and we arrange our procurement and production based on the forecasts,
meaning market fluctuations may lead to an extended aging of some inventories. Inventories aged over
one year are continuously consumed or sold due to long life cycle. These characteristics result in a
longer consumption cycle for our products, but the risk of inventory write-downs remains low.
As of February 28, 2026, RMB99.3 million, or 38.5% of our inventories (excluding costs to fulfil
a contract) as of December 31, 2025, had been used, consumed or sold subsequent to December 31,
2025. Based on subsequent sales, the selling price is higher than the carrying amount at December 31,
2025, and maintains a reasonable profit margin. There is no significant change in the market of our
products.
Our Group has established internal control policies governing inventory impairment, and conducts
regular reviews of inventory status, estimated net realizable value, inventory analysis and subsequent
utilization to ensure that the provisions for inventory impairment are sufficient. Based on the results of
these assessments, appropriate provisions for inventory impairment are made in accordance with
applicable accounting standards.
Given the nature of our products and industry, which is characterized by the no expiration dates,
long product life cycles, and extended raw material procurement periods, our business generally
experiences relatively long inventory turnover days.
Based on the above analysis, our Directors confirm that sufficient provision has been made in
accordance with our provision for inventory write-down policy.
Trade and Notes Receivables
Trade and notes receivables represent outstanding amounts due from our customers for our
products and services performed in the ordinary course of business. A trade receivable is recorded when
we have an unconditional right to receive consideration.
The following table sets forth our trade and notes receivables as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables ..................... 117,555 186,156 239,674
Notes receivables ..................... 159 3,744 6,860
Less: Impairment of trade receivables ...... (3,030) (5,154) (11,198)
Net carrying amount ................. 114,684 184,746 235,336
Our trade and notes receivables increased from RMB114.7 million as of December 31, 2023 to
RMB184.7 million as of December 31, 2024 and further to RMB235.3 million as of December 31,
2025, primarily due to growth in our revenue.
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The following table sets forth the turnover days of our trade and notes receivables for the periods
indicated:
Year ended December 31,
2023 2024 2025
Turnover days of our trade and notes
receivables (1) ....................... 69 81 90
Note:
(1) Turnover days of our trade and notes receivables for the Track Record Period is calculated based on the average of the
beginning and ending balances of our trade and notes receivables (after impairment) for that period divided by revenue for
that period and multiplied by the number of days in the relevant period (i.e. 365 days for a fiscal year).
The turnover days of our trade and notes receivables increased from 69 days in 2023, further to 81
days in 2024, and further to 90 days, primarily due to the increase in our trade and notes receivables
further due to a long payment process by certain research institution customers as some research
institution customers have longer payment approval process and longer project cycles.
We normally allow a credit period of 30 to 60 days to our major customers. The turnover days of
our trade and notes receivables were longer than the normal credit terms agreed with customers due to
the long payment approval process of some research institution customers. The following table is an
aging analysis of the gross carrying amount of our trade receivables during the Track Record Period:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 6 months ...................... 77,650 145,542 189,368
6 to 12 months ....................... 34,736 15,875 16,863
1 to 2 years ......................... 5,169 23,661 21,133
2 to 3 years ......................... — 1,078 11,925
Over 3 years ........................ — — 385
Total ............................. 117,555 186,156 239,674
Our trade receivables increased from RMB117.6 million as of December 31, 2023 to RMB186.2
million as of December 31, 2024 mainly due to the increase of trade receivables aged within six months
from RMB77.7 million as of December 31, 2023 to RMB145.5 million as of December 31, 2024. Our
trade receivables increased from RMB186.2 million as of December 31, 2024 to RMB239.7 million as
of December 31, 2025 mainly due to the increase of trade receivables aged over six months as some
research institution customers had long payment approval process.
We have set up credit control policies and procedures to minimize our credit risk and maintain
control over our outstanding receivables. Our senior management regularly reviews our overdue
balances, and we actively follow up with customers with past due trade receivables. We apply the
simplified approach in HKFRS 9 to measures loss allowances for trade receivables at lifetime expected
credit loss, or ECL. We recorded provision for impairment of trade receivables based on ECL model of
RMB3.0 million, RMB5.2 million and RMB11.2 million as of December 31, 2023, 2024 and 2025,
respectively. For more details, please see Note 19 to Accountants’ Report set forth in Appendix I to this
document. We believe that we have made sufficient provision for our trade receivables during the Track
Record Period.
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As of February 28, 2026, RMB164.4 million, or 66.7% of our trade and notes receivables as of
December 31, 2025, had been subsequently settled.
Prepayments, other receivables and other assets
The following table sets forth the key components of our prepayments, deposits and other
receivables as of the dates indicated.
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Prepayments ......................... 8,886 9,952 17,933
Prepayments for property, plant and
equipment and other assets ............ 454 1,259 2,504
Deposits and other receivables ............ 7,015 4,061 6,706
Deferred listing expense ............... — — 3,938
Deductible input value-added tax .......... 12,769 6,949 4,897
Total ............................. 29,124 22,221 35,978
Analyzed into:
Current portion ....................... 28,670 20,962 33,474
Non-current portion ................... 454 1,259 2,504
Prepayments primarily include prepayment for raw material and outsourced R&D service fees.
Prepayments increased from RMB8.9 million as of December 31, 2023 to RMB10.0 million as of
December 31, 2024 and further to RMB17.9 million as of December 31, 2025 primarily due to the
increase in our purchase from wafer manufacturers.
Prepayments for property, plant and equipment and other assets increased from RMB0.5 million as
of December 31, 2023 to RMB1.3 million as of December 31, 2024 and further increased to RMB2.5
million as of December 31, 2025.
Deposits and other receivables decreased from RMB7.0 million as of December 31, 2023 to
RMB4.1 million as of December 31, 2024. Deposits and other receivables increased from RMB4.1
million as of December 31, 2024 to RMB6.7 million as of December 31, 2025.
Deductible input value-added tax decreased from RMB12.8 million as of December 31, 2023 to
RMB6.9 million as of December 31, 2024. As of December 31, 2025, our deductible input value-added
tax amounted to RMB4.9 million.
Financial Assets at Fair Value through Profit or Loss
Our financial assets at fair value through profit or loss consist of (i) unlisted equity investments in
Shanghai Zhusi Enterprise Management Center (Limited Partnership) (“ Shanghai Zhusi ”) and Jacal
Electronic (Wuxi) Co, Ltd. (“ Jacal ”) and (ii) other unlisted investments. Other unlisted investments are
structured deposits and wealth management product issued by banks in China with a maturity period
within one year for the purposes of enhancing the efficiency of corporate fund utilization. According to
the Fund Management Policy, which governs internal fund control (such as cash receipts/payments,
bank borrowing, bank deposit and wealth management products) of our Group, the purchase of
structured deposits or wealth management products requires review and approvals by chief financial
officer and chief operations officer. Our financial assets at fair value through profit or loss increased
FINANCIAL INFORMATION
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from RMB105.8 million as of December 31, 2023 to RMB119.6 million as of December 31, 2024 and
further to RMB291.5 million as of December 31, 2025, mainly due to our increased investment in
structured deposits.
Investments in financial assets after the Listing will be subject to the compliance with Chapter 14
of the Listing Rules.
The following table sets forth a breakdown of our financial assets through profit or loss as of the
dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Unlisted equity investments, at fair value .... 15,127 18,700 20,301
Shanghai Zhusi .................... 5,000 5,000 4,379
Jacal ............................ 10,127 13,700 15,922
Other unlisted investments, at fair value .... 90,625 100,894 271,197
Total .............................. 105,752 119,594 291,498
Note 21 to the Accountants’ Report in Appendix I to this prospectus sets forth the nature of
unlisted equity investments. Our other unlisted investments were structured deposits issued by banks in
Chinese Mainland with a maturity period within one year. The fair values of the financial assets
approximate to their costs plus expected interest. They were mandatorily classified as financial assets at
fair value through profit or loss as their contractual cash flows are not solely payments of principal and
interest.
The Fund Management Policy has been put in place to standardize the management of investments
product, under which: (1) the finance department is responsible for conducting a feasibility analysis of
the funding source, investment scale, and expected returns of the wealth management products, as well
as reviewing and assessing the trustee’s creditworthiness and the types of investment involved; (2)
purchase of investment products may require prior approval from the Board or Shareholders in
accordance with our Company’s Articles of Association and the “Outbound Investment Management
System”; and (3) approval from the Chief Financial Officer and Chief Operation Officer shall be
obtained prior to purchase of investment products. Once approval is granted, staff in the finance
department will proceed with the purchase of the investment product.
In line with the usual practice of our Group, any external investment would be subject to
satisfactory legal and financial due diligence and approval by the Chief Executive Officer. In addition,
according to the External Investment Management Policy, which governs external investments (such as
equity investment, securities investment, entrusted wealth management, derivatives) of our Group, any
external investment that meets the following criteria must be approved by our Board before
implementation: (a) the investment value accounts for more than 10% of our total assets in the most
recent audited financial year; (b) the revenue generated from the investment accounts for more than
10% of our revenue in the most recent audited financial year and exceeds RMB10.0 million; (c) the
profit attributable to the investment accounts for more than 10% of our net profit in the most recent
audited financial year and exceeds RMB1.0 million; and (d) the net profit attributable to the investment
accounts for more than 10% of our net profit in the most recent audited financial year and exceeds
RMB1.0 million. We will continue to monitor our external investments through quarterly review and
analysis.
FINANCIAL INFORMATION
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Trade and Notes Payables
Our trade and notes payables mainly represent payables to our suppliers. Trade and notes payables
decreased from RMB62.2 million as of December 31, 2023 to RMB30.3 million as of December 31,
2024, primarily due to the decrease in raw material procurement amounts in 2024, which was driven by
our relatively conservative sales forecast and efforts to optimize inventory management. As of
December 31, 2025, our trade and notes payables amounted to RMB81.2 million.
The following table sets forth our trade and notes payables as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade payables ....................... 62,185 27,401 81,158
Notes payables ....................... — 2,933 —
Net carrying amount ................... 62,185 30,334 81,158
The following table sets forth an aging analysis of our trade and notes payables as of the dates
indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year ........................ 60,513 24,526 76,949
1 to 2 years ......................... 1,354 5,175 3,256
2 to 3 years ........................ 318 503 953
Over 3 years ........................ — 130 —
Total ............................. 62,185 30,334 81,158
The following table sets forth the turnover days of our trade and notes payables for the periods
indicated:
Year ended December 31,
2023 2024 2025
Trade payables and notes turnover days (1) ... 73 61 72
Note:
(1) Trade payables turnover days are calculated based on the average of the beginning and ending trade and notes payables
balances, divided by total cost of sales for that year, multiplied by the number of days in the relevant period (i.e. 365 days
for a fiscal year).
The turnover days of our trade and notes payables decreased from 73 days in 2023 to 61 days in
2024 and further to 72 days in 2025, primarily because some suppliers required prepayment.
As of February 28, 2026, RMB49.1 million, 60.5% of our trade and notes payables as of
December 31, 2025 had been settled.
Other Payables and Accruals
As of December 31, 2023, 2024 and 2025, our other payables and accruals amounted to
RMB261.0 million, RMB221.2 million and RMB405.2 million, respectively.
FINANCIAL INFORMATION
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The following table sets forth the key components of our other payables and accrued expenses as
of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Contract liabilities .................... 120,727 82,577 230,264
Other payables and accruals ............. 115,260 104,388 122,003
Taxes payable other than corporate income
tax .............................. 4,237 7,808 19,502
Payroll payable ....................... 19,848 24,161 30,447
Deferred income ...................... 898 2,218 2,961
Total ............................. 260,970 221,152 405,177
Contract liabilities primarily include advances received to deliver products and services. Contract
liabilities decreased from RMB120.7 million as of December 31, 2023 to RMB82.6 million as of
December 31, 2024, primarily because we completed a number of customized sensor projects by the
end of 2024. Contract liabilities increased to RMB230.3 million as of December 31, 2025.
As at Feburary 28, 2026, RMB7.3 million, or 3.2% of our contract liabilities related to product
sales as of December 31, 2025 had been recognized as revenue. As at February 28, 2026, none of our
contract liabilities related to customized sensor solutions as of December 31, 2025, had been recognized
as revenue.
Other payables primarily include payables to a minority shareholder of Gpixel Hangzhou. Other
payables remained relatively stable at RMB115.3 million, RMB104.4 million and RMB122.0 million as
of December 31, 2023, 2024 and 2025, respectively.
Taxes payable other than corporate income tax primarily include value-added tax payables. Taxes
payable other than corporate income tax amounted to RMB4.2 million, RMB7.8 million and RMB19.5
million as of December 31, 2023, 2024 and 2025, respectively.
Payroll payable increased from RMB19.8 million as of December 31, 2023 to RMB24.2 million as
of December 31, 2024 and further increased to RMB30.4 million as of December 31, 2025. The general
increase of payroll payable from 2023 to 2024 was primarily due to the increase in the number of our
employees as a result of our business expansion.
Deferred income is in connection with government grants. Deferred income amounted to RMB0.9
million, RMB2.2 million and RMB3.0 million as of December 31, 2023, 2024 and 2025, respectively.
FINANCIAL INFORMATION
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RELATED-PARTY TRANSACTIONS
The following table sets forth a breakdown of our outstanding balances with related parties as of
the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables (trade):
Customer A ......................... 39,407 41,159 43,700
LUSTER ........................... 473 1,221 1,652
Beijing Haomo ...................... — — 229
39,880 42,380 45,581
Contract liabilities (trade):
Customer A ......................... 9,684 5,916 19,868
LUSTER ........................... 1,016 — —
10,700 5,916 19,868
We enter into transactions with our related parties from time to time. Our Directors believe that
each of the related-party transactions set out in Note 34 in the Accountants’ Report in Appendix I to
this prospectus was conducted in the ordinary course of business on an arm’s-length basis between the
relevant parties and was entered into on normal commercial terms. Our Directors are also of the view
that our related-party transactions during the Track Record Period would not distort our track record
results or make our historical results not indicative of our future performance.
INDEBTEDNESS AND CONTINGENT LIABILITIES
The following table sets forth the components of our indebtedness as of the dates indicated:
As of December 31,
As of
February 28,
2023 2024 2025 2026
RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Current
Interest-bearing bank borrowings ...... 2,000 — — —
Lease liabilities .................. 4,273 7,810 5,803 6,557
Subtotal ....................... 6,273 7,810 5,803 6,557
Non-current
Lease liabilities .................. 10,720 6,307 519 495
Total ......................... 16,993 14,117 6,322 7,052
Interest-Bearing Bank Borrowings
Our interest-bearing bank borrowings represent short term discounted bills repayable. We recorded
interest-bearing bank borrowings of RMB2.0 million, nil and nil as of December 31, 2023, 2024 and
2025, respectively. The average effective interest rates on our borrowings are at 1.3% per annum, and
are denominated in RMB.
FINANCIAL INFORMATION
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As of February 28, 2026, we had unutilized banking facilities of RMB100.0 million.
Our Directors confirm that there was no material covenant on any of our outstanding debt as of
the Latest Practicable Date, and there was no breach of any covenants during the Track Record Period
and up to the Latest Practicable Date. Our Directors further confirm that we did not experience any
difficulty in obtaining bank loans and other borrowings, default in payment of bank loans and other
borrowings or breach of covenants during the Track Record Period and up to the Latest Practicable
Date.
Lease liabilities
We lease properties to operate our business and our lease liabilities relate to the lease of office
premises. Our lease liabilities decreased from RMB15.0 million as of December 31, 2023 to RMB14.1
million as of December 31, 2024, and further to RMB6.3 million as of December 31, 2025, primarily
attributable to the lease payment made.
The following table sets forth our lease liabilities as of the dates indicated:
As of December 31,
As of
February 28,
2023 2024 2025 2026
RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Current ........................ 4,273 7,810 5,803 6,557
Non-current ..................... 10,720 6,307 519 495
Total ......................... 14,993 14,117 6,322 7,052
Except as disclosed above and apart from normal trade and other payables, intra-group liabilities
and tax payable, as of the Latest Practicable Date, we did not have any outstanding mortgages, charges,
debentures, other issued debt capital, bank overdrafts, hire purchase commitments, guarantees or
contingent liabilities.
Since February 28, 2026 and up to the date of this prospectus, there has not been any material
change in our indebtedness and contingent liabilities, and our Directors confirm that we did not have
any external financing plans as of the Latest Practicable Date. Our Directors do not foresee any
potential difficulty in obtaining bank facilities should the need arise.
Contingent Liabilities
As of the Latest Practicable Date, we did not have any material contingent liabilities.
FINANCIAL INFORMATION
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Net Current Assets
The following table sets forth selected information from our current assets and liabilities as of the
dates indicated:
As of December 31,
As of
February 28,
2023 2024 2025 2026
RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Current assets
Inventories ........................ 373,143 286,681 352,986 356,785
Trade and notes receivables ............ 114,684 184,746 235,336 224,583
Prepayments, other receivables and other
assets .......................... 2,670 20,962 34,474 54,926
Tax recoverable .................... — 654 9 —
Financial assets at fair value through profit
or loss ......................... 90,625 100,894 271,197 366,197
Restricted cash ..................... 3,278 2,167 489 56,104
Cash and cash equivalents ............. 92,713 402,984 236,305 134,609
Time deposits ...................... 434,719 309,782 708,029 698,444
Total current assets ................ 1,137,832 1,308,870 1,837,825 1,891,648
Current liabilities
Trade and notes payables .............. 62,185 30,334 81,158 54,575
Other payables and accruals ........... 121,189 91,753 293,747 326,604
Interest-bearing bank borrowings ........ 2,000 — — —
Derivative financial instruments ......... — 199 — —
Provision ......................... 2,525 2,553 3,973 4,639
Lease liabilities .................... 4,273 7,810 5,803 6,557
Tax payable ....................... 8,067 10,715 18,678 10,004
Total current liabilities .............. 200,239 143,364 403,359 402,379
Net current assets ................. 937,593 1,165,506 1,434,466 1,489,269
We had net current assets of RMB937.6 million, RMB1,165.5 million, RMB1,434.5 million as of
December 31, 2023, 2024, and 2025, respectively.
Our net current assets slightly increased from RMB1,434.5 million as of December 31, 2025 to
RMB1,489.3 million as of February 28, 2026, primarily due to an increase of RMB95.0 million in
financial assets at fair value through profit or loss, and partially offset by increase of RMB32.9 million
in other payables and accruals.
Our net current assets increased from RMB1,165.5 million as of December 31, 2024 to
RMB1,434.5 million as of December 31, 2025, primarily due to (i) an increase of RMB170.3 million in
financial assets at fair value through profit or loss, (ii) an increase of RMB398.2 million in time
deposits, and (iii) an increase of RMB50.6 million in trade and notes receivables, partially offset by (i)
a decrease of RMB166.7 million in cash and cash equivalents; and (ii) an increase of RMB202.0
million in other payables and accruals.
FINANCIAL INFORMATION
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Our net current assets increased from RMB937.6 million as of December 31, 2023 to RMB1,165.5
million as of December 31, 2024, primarily due to (i) an increase of RMB310.3 million in cash and
cash equivalents, (ii) an increase of RMB70.1 million in trade and notes receivables, and (iii) a
decrease of RMB29.4 million in other payables and accruals, partially offset by (i) a decrease of
RMB124.9 million in time deposits and (ii) a decrease of RMB86.5 million in inventories.
LIQUIDITY AND CAPITAL RESOURCES
We have historically funded our cash requirements principally from proceeds from our business
operations, and shareholder equity contribution. After the Global Offering, we intend to finance our
future capital requirements through cash generated from our business operations and bank borrowings,
together with the net proceeds from the Global Offering. We do not anticipate any changes to the
availability of financing to fund our operations in the future.
We manage our cash flow and working capital by closely monitoring and managing, among other
things, (i) the level of our account payables and receivables as well as amounts of contract assets,
receivables under service concession arrangements and contract liabilities; and (ii) our ability to obtain
external financing. We also diligently review future cash flow requirements and assess our ability to
meet debt repayment schedules, and if necessary, adjust our investment, financing and dividend payout
plans to ensure we maintain sufficient working capital.
We had cash and cash equivalents of RMB92.7 million, RMB403.0 million and RMB236.3 million
as of December 31, 2023, 2024 and 2025, respectively.
Consolidated Statements of Cash Flows
The table below sets forth the selected cash flow data from the consolidated statements of cash
flows for the periods indicated:
Year ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash generated from operations ........... 226,243 245,158 489,112
Income tax paid ...................... (17,985) (20,317) (22,766)
Net cash flows from operating activities .... 208,258 224,841 466,346
Net cash flows (used in)/from investing
activities .......................... (407,940) 92,134 (603,726)
Net cash flows from/(used in) financing
activities .......................... (7,729) (4,745) (27,423)
Net increase/(decrease) in cash and cash
equivalents ........................ (207,411) 312,230 (164,803)
Cash and cash equivalents at the beginning of
the year .......................... 299,369 92,713 402,984
Effect of foreign exchange differences, net ... 755 (1,959) (1,876)
Cash and cash equivalents at the end of
the year ......................... 92,713 402,984 236,305
Net Cash Flows From Operating Activities
We derive our cash inflows from operations principally from the receipts in respect of the sales of
our products and services. Our cash outflows from operations are principally payments for cost of sales,
including raw materials and outsourced services, selling expenses, administrative expenses and research
FINANCIAL INFORMATION
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and development expenses. We maintain stable operating cash flow primarily through (i) stockpiling of
certain raw materials in anticipation of supply chain disruption; (ii) improvement of our inventory
management and efficiency; and (iii) our enhanced receivable collection efforts.
Cash generated from operations reflects our profit before income tax, adjusted for (i) non-cash
and non-operating items, such as depreciation and amortization and impairment allowances and (ii) the
effects of changes in our working capital, such as changes in inventories, trade and notes receivables
and prepayments, other receivables and other assets, and (iii) other cash items, such as income tax paid.
For the year ended December 31, 2025, our net cash from operating activities amounted to
RMB466.3 million. During this year, our operating cash inflow before working capital changes but after
adjustments for non-cash and non-operating income and expenses were RMB423.9 million. Our cash
flow was further positively affected by working capital adjustments primarily including (i) an increase
in contract liabilities of RMB147.7 million, (ii) an increase in trade and notes payables of RMB46.2
million. This was partially offset by an increase in inventories of RMB84.7 million and an increase in
trade and notes receivables of RMB61.7 million.
For the year ended December 31, 2024, our net cash from operating activities amounted to
RMB224.8 million. During this year, our operating cash inflow before working capital changes but after
adjustments for non-cash and non-operating income and expenses were RMB299.0 million. Our cash
flow was further negatively affected by working capital adjustments primarily including (i) an increase
in trade and notes receivables of RMB72.4 million, (ii) a decrease in accrued contract liabilities of
RMB38.2 million, and (iii) a decrease in trade and notes payables of RMB31.9 million. This was
partially offset by the decrease in inventories of RMB75.7 million.
For the year ended December 31, 2023, our net cash from operating activities amounted to
RMB208.3 million. During this year, our operating cash inflow before working capital changes but after
adjustments for non-cash and non-operating income and expenses were RMB283.1 million. Our cash
flow was further negatively affected by working capital adjustments primarily including (i) an increase
in inventories of RMB90.4 million and (ii) an increase in prepayments, other receivables and other
assets of RMB10.9 million. This was partially offset by an increase in trade and notes payables of
RMB36.3 million.
Net Cash Flows (Used In)/From in Investing Activities
Our cash used in investing activities consists primarily of (i) purchase of items of property, plant
and equipment, (ii) purchase of other intangible assets, and (iii) purchases of financial assets at fair
value through profit or loss. Our cash generated from investing activities consists primarily of
repayment of financial assets at fair value through profit or loss.
For the year ended December 31, 2025, our net cash flows used in investing activities were
RMB603.7 million, primarily attributable to (i) purchases of financial assets at fair value through profit
or loss of RMB1,828.0 million and (ii) placement of time deposits of RMB460.0 million. This was
partially offset by repayment of financial assets at fair value through profit or loss of RMB1,658.2
million.
For the year ended December 31, 2024, our net cash flows from investing activities were
RMB92.1 million, primarily attributable to (i) repayment of financial assets at fair value through profit
or loss of RMB1,125.1 million and (ii) withdrawal of time deposits of RMB490.0 million. This was
partially offset by purchases of financial assets at fair value through profit or loss of RMB1,135.0
million.
FINANCIAL INFORMATION
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For the year ended December 31, 2023, our net cash flows used in investing activities were
RMB407.9 million, primarily attributable to (i) placement of time deposits of RMB600.0 million and
(ii) purchases of financial assets at fair value through profit or loss of RMB297.0 million. This was
partially offset by (i) withdrawal of time deposits of RMB322.0 million and (ii) repayment of financial
assets at fair value through profit or loss of RMB227.0 million.
Net Cash Flows (Used In) Financing Activities
Our cash from financing activities consists primarily of (i) proceeds from issue of shares, (ii)
capital injection from shareholders and (iii) proceeds from bank borrowings. Our cash used in financing
activities consists primarily of (i) Repayment of bank borrowings, (ii) acquisition of equity interests
from the shareholders of a subsidiary and (iii) repayment of principal portion of lease liabilities.
For the year ended December 31, 2025, our net cash flows used in financing activities were
RMB27.4 million, primarily attributable to (i) dividend paid of RMB18.5 million and (ii) repayment of
principal portion of lease liabilities of RMB5.7 million.
For the year ended December 31, 2024, our net cash flows used in financing activities were
RMB4.7 million, primarily attributable to (i) repayment of principal portion of lease liabilities of
RMB4.6 million and (ii) repayment of bank borrowings of RMB2.0 million.
For the year ended December 31, 2023, our net cash flows used in financing activities were
RMB7.7 million, primarily attributable to (i) repayment of principal portion of lease liabilities of
RMB2.6 million and (ii) repayment of bank borrowings of RMB1.5 million. This was partially offset by
proceeds from bank borrowings of RMB2.0 million.
KEY FINANCIAL RATIOS
The following table sets forth a summary of our key financial ratios for the periods indicated.
As of and for the year ended December 31,
2023 2024 2025
Gross profit margin (1) .................. 63.5% 59.0% 66.9%
Adjusted net profit margin (non-HKFRS
measure) (2) ........................ 36.8% 37.0% 43.1%
Return on equity (3) .................... 19.9% 18.1% 21.1%
Return on total assets (4) ................ 14.4% 14.0% 16.4%
Current ratio (5) ....................... 5.7 9.1 4.6
Quick ratio (6) ........................ 3.7 7.0 3.6
Gearing ratio (7) ....................... 1.8% 1.2% 0.4%
Notes:
(1) The calculation of gross profit margin is based on gross profit for the period divided by revenue for the respective period
and multiplied by 100%.
(2) The calculation of adjusted net profit margin (non-HKFRS measure) is based on adjusted net profit (non-HKFRS measure),
for the period divided by revenue for the respective period and multiplied by 100%.
(3) The calculation of return on equity is based on net profit for the period divided by average total equity as of the beginning
and end of the period and multiplied by 100%.
(4) The calculation of return on total assets is based on net profit for the period divided by the average total assets as of the
beginning and end of the period and multiplied by 100%.
(5) The calculation of current ratio is based on current assets divided by current liabilities as of the relevant period end.
(6) Quick ratio equals total current assets minus inventory and current portion of prepayments, other receivables and other
assets divided by current liabilities as of the relevant period end.
(7) Gearing ratio equals interest-bearing bank borrowings and lease liabilities divided by total equity multiplied by 100%.
FINANCIAL INFORMATION
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CAPITAL EXPENDITURES
Our capital expenditures primarily consist of expenditures for (i) property, plant and equipment,
and (ii) software. Our capital expenditures for the years ending December 31, 2023, 2024 and 2025 was
RMB28.1 million, RMB28.8 million and RMB24.5 million.
During the Track Record Period, we funded our capital expenditure mainly from cash generated
from our operating activities. We expect to fund these capital expenditures through a combination of
cash generated from our operations, the net proceeds received from the Global Offering, and other
equity or debt financings.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
Capital Commitments
As of December 31, 2023, 2024 and 2025, we did not have any significant contractual and capital
commitments. On February 28, 2026, Gpixel Hangzhou entered into an asset acquisition agreement,
pursuant to which Gpixel Hangzhou agreed to purchase an office building at approximately RMB48.7
million. Save as disclosed, during the Track Record Period and up to the Latest Practicable Date, there
was no material change to our indebtedness and capital commitments.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we did not have any material off-balance sheet commitments or
arrangements.
FINANCIAL RISKS DISCLOSURE
Our activities expose us to a variety of financial risks: credit risk, liquidity risk and foreign
currency risk. Our overall risk management procedures focus on the unpredictability of financial
markets and seek to minimize potential adverse effects on our Group’s financial performance. For a
detailed discussion of our Group’s financial risk, see note 37 to the Accountants’ Report of Appendix I
to this prospectus.
DIVIDEND
We may distribute dividends by way of cash or by other means that we consider appropriate. In
June 2025, we declared a dividend of RMB18.5 million, which was paid in August 2025. Currently, we
do not have a formal dividend policy or a pre-determined dividend distribution ratio. Any dividends we
pay will be determined at the absolute discretion of our Board, taking into account of factors including
our actual and expected results of operations, cash flow and financial position, general business
conditions and business strategies, expected working capital requirements and future expansion plans,
legal, regulatory and other contractual restrictions, and other factors that our Board deems to be
appropriate. Our Shareholders may approve, in a general meeting, any declaration of dividends, which
must not exceed the amount recommended by our Board.
There can be no assurance that we will be able to declare or distribute any dividend in the amount
set forth in any plan to our Board or at all. Furthermore, if we or any of our subsidiaries incur debt on
our or its own behalf in the future, the instruments governing the debt may restrict our ability to pay
dividends.
FINANCIAL INFORMATION
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WORKING CAPITAL CONFIRMATION
Taking into account our cash and cash equivalents, operating cash flows, the available bank
facilities, and the estimated net proceeds available to us from the Global Offering, our Directors believe
that we have sufficient working capital for our present requirements and for at least the next 12 months
from the date of this prospectus.
DISTRIBUTABLE RESERVES
As of December 31, 2025, we had RMB450.9 million of retained profits available for distribution
to our Shareholders.
LISTING EXPENSES
The total listing expenses borne or to be borne by us are estimated to be approximately RMB88.7
million (equivalent to approximately HK$100.4 million) (comprising (i) underwriting commission of
approximately RMB58.6 million, and (ii) non-underwriting related expenses of approximately RMB30.1
million, which consist of fees and expenses of legal advisors and reporting accountants of
approximately RMB21.1 million and other fees and expenses of approximately RMB9.0 million),
accounting for approximately 3.9% of the gross proceeds of the Global Offering, based on the Offer
Price of HK$39.88 per Share and assuming that the Over-allotment Option is not exercised. We expect
that (i) approximately RMB24.2 million (equivalent to approximately HK$27.4 million) will be charged
to our statements of profit or loss as listing expenses of which approximately RMB15.8 million
(equivalent to approximately HK$17.9 million) had been expensed during the Track Record Period and
the remaining amount of RMB8.4 million (equivalent to approximately HK$9.5 million) is expected to
be expensed prior to the Listing; and (ii) approximately RMB64.5 million (equivalent to approximately
HK$73.0 million) will be accounted for as a deduction from equity upon the Listing. The listing
expenses above are the latest practicable estimate for reference only, and the actual amount may differ
from this estimate. Our Directors do not expect such listing expenses to have a material adverse impact
on our results of operation for the year ending December 31, 2026. Approximately RMB15.8 million
(equivalent to approximately HK$17.9 million) was charged to our consolidated statements of profit or
loss for the year ended December 31, 2025.
UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS
For details of our unaudited pro forma adjusted consolidated net tangible assets, see Appendix II
to this prospectus.
NO MATERIAL ADVERSE CHANGE
Our Directors have confirmed that, up to the date of this prospectus, there has been no material
adverse change in our financial or trading position or prospects since December 31, 2025, being the end
date of our latest audited financial statements, and there has been no event since December 31, 2025
that would materially affect the information shown in the Accountants’ Report set out in Appendix I to
this prospectus.
DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors confirm that, as of the Latest Practicable Date, there were no circumstances that
would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules.
FINANCIAL INFORMATION
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FUTURE PLANS
See “Business — Our Development Strategies” for a detailed description of our future plans.
USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately HK$2,503.6 million from the
Global Offering, after deducting the estimated underwriting commissions and other estimated offering
expenses payable by us in connection with the Global Offering, based on the Offer Price of HK$39.88
per Share and assuming that the Over-allotment Option is not exercised.
We intend to use the aforementioned net proceeds as follows:
 Approximately 55.0%, or HK$1,377.0 million, is expected to be used for increasing our
R&D investments to drive continuous innovation and support product iterations across our
major application scenarios, namely, industrial imaging, scientific imaging, professional
photography and video, and medical imaging solutions. Our R&D focus will center on
continuous advancement in pixel design and circuit architecture, enabling next-generation
products that push the boundaries of performance parameters such as quantum efficiency,
readout speed, and dynamic range. Our investments will be primarily made to procure
additional R&D equipment (including wafer prober, optoelectronic testing instruments,
electron microscopes, 3D measuring instruments, quantum efficiency testing instruments,
and high- and low-temperature test chambers), IT hardware and software (including IT
servers, storage systems, data backup systems, uninterruptible power supplies (UPS), and
monitors), wafer mask, glass tooling, and ceramic package tooling, optimize IT
infrastructure and system, support validation and reliability tests, as well as maintain R&D
and related workforce. We are committed to allocate further resources to existing and
evolving application scenarios. During the Track Record Period, we primarily focused in
industrial imaging and scientific instrumentation and have earned widespread market and
customer recognition. Moving forward, in addition to further consolidating our presence in
these two application scenarios, we are accelerating expansion into medical imaging and
professional photography and video sectors over the next five years, which present higher
technical challenges and require greater R&D investment. Specifically, with respect to each
of our major application scenario:
i. Industrial imaging: Leveraging our core technologies such as global shutter pixels, TDI
pixels, HDR technology, and high-speed readout circuitry, we plan to use 20.0%, or
HK$500.7 million, to develop and commercialize several new products under this
application scenario which will have diverse applications in new energy,
semiconductors and PCB/FPD panel inspection. We plan to carry out advanced iterative
upgrades focused on core technologies such as global shutter pixels, high-speed
readout circuit, 3D imaging sensor, and TDI image sensor. We aim to develop a range
of CMOS image sensors, which will feature high shutter efficiency (capturing sharp
images of fast-moving objects), large full well capacity (preventing pixel saturation
under strong light conditions), low noise levels (enhancing image clarity), and high
frame rates (supporting real-time inspection), thereby providing more accurate and
efficient visual solutions for industrial imaging application, such as defect detection in
LCD panels, crack identification in photovoltaic wafers, texture analysis of lithium
battery electrodes, and semiconductor particle inspection.
ii. Scientific imaging: Building upon our core technologies including BSI sensors, HDR
pixels, and low-noise circuitry, we plan to use 10.0%, or HK$250.4 million, to develop
and commercialize several new products under this application scenario which will
have applications spanning life sciences, astronomy observation, spectroscopy, and
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microscopy. We plan to carry out advanced iterative upgrades focused on core
technologies such as high-sensitivity pixels, wide dynamic range pixels, high dynamic
circuit, low-noise circuitry, and back-illuminated image sensor. We aim to develop a
range of CMOS image sensors, which will feature broad spectral response (covering a
wide range of wavelength), high quantum efficiency (enhancing light-to-signal
conversion), low noise performance (ensuring accuracy in detecting weak signals), high
frame rate, and large full well capacity, thereby providing a more reliable imaging
solutions for applications in life science microscopy, deep space exploration, and
spectrometer analysis.
iii. Professional photography and video: Utilizing core technologies like rolling shutter
pixels, high-speed readout circuitry HDR technology, and low-noise circuitry, we plan
to use 15.0%, or HK$375.5 million, to develop and commercialize several new full
frame and APS-C frame products under this application scenario targeting DSLR, and
video and broadcasting. We plan to carry out advanced iterative upgrades focused on
core technologies such as high dynamic range pixels, high dynamic circuit,
high-performance ADC, and 3D-stacked image sensor. We aim to develop a new range
of high-end full-frame and APS-C CMOS image sensors. These new products not only
support 8K ultra-high-definition resolution but also feature high quantum efficiency
(enhancing low-light performance), low noise (preserving fine image details), high
frame rates (capturing fast-moving scenes), and large full well capacity (improving
highlight detail), delivering high imaging capabilities for DSLR, mirrorless cameras,
professional video cameras, as well as drone imaging equipment, thereby fulfilling
professional creators’ pursuit of outstanding image quality.
iv. Medical imaging: Leveraging core technologies such as high-sensitivity pixels, and
low-noise circuitry, we plan to use 10.0%, or HK$250.4 million, to engage in R&D to
develop and commercialize several new products under this application scenario
focused on CT and X-ray equipment. We plan to optimize and upgrade core
technologies such as high-sensitivity pixels, low-noise circuitry, back-illuminated
image sensor, and 3D-stacked image sensor to develop a range of specialized CMOS
image sensors. These new products will integrate high quantum efficiency (enhancing
the detection of weak light signals), low noise (ensuring image clarity), high frame
rates (enabling real-time visualization of dynamic physiological processes), and large
full well capacity. These new products will deliver clearer and more reliable imaging
data for medical application such as disposable endoscopes for in vivo microscopic
imaging and precise lesion visualization in medical X-ray imaging, thereby enhancing
the accuracy and efficiency of clinical diagnoses. Medical imaging is a new strategic
growth areas for us.
We plan to develop 19 new CMOS image sensor products across the abovementioned
four major application scenarios and complete four pixel development projects over the
next five years. To support such developments, we plan to involve a total of 555
current and new R&D personnel (in terms of man-year) with varying levels of
seniority, all holding a master’s degree or higher and having work experience ranging
from zero to over seven years; the total remuneration (including basic salary, social
insurance and housing fund) is expected to be approximately RMB375.3 million over
the next five years. For sales and management functions, we plan to involve a total of
125 current and new personnel (in terms of man-year) with varying levels of seniority,
all holding a bachelor’s degree or higher and having work experience ranging from
zero to over eight years; the total remuneration (including basic salary, social insurance
and housing fund) is expected to be approximately RMB60.6 million over the next five
years. In particular, we plan to recruit 32, 56, 19 and 15 additional R&D personnel in
2026, 2027, 2028 and 2029, and 10, 16 and 7 additional sales and management
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personnel in 2026, 2027 and 2028, respectively. Sales staff will be responsible for
formulating initial product concepts and providing market feedback during trial
production to refine product specifications; R&D staff will (i) undertake the entire
sensor R&D process, including circuit, analog and layout design, system software
design, testing and validation, reliability testing and preparation of technical
specifications; and (ii) focus on the design and optimisation of pixel structures and
wafer processes, as well as optoelectronic performance testing; and management staff
will be responsible for administrative, financial and human resources management
related to each project.
 Approximately 21.0%, or HK$525.8 million, is expected to be used for establishing an
advanced CMOS image sensor R&D center, including (i) the acquisition and maintenance of
an office building to serve as our R&D innovation hub and regional headquarters; (ii) the
design and renovation of the premise to meet advanced semiconductor research
requirements; (iii) the procurement and installation of research equipment, testing
instruments, and supporting infrastructure; and (iv) the establishment of R&D and related
teams. The new R&D center, to be established through our subsidiary in Hangzhou as the
southern regional center, will expand our sensor R&D, testing and storage functions
previously concentrated at our Changchun headquarter. It will also provide dual data and
facility backup to improve operational safety and ensure business continuity against potential
disruptions. The new R&D center will focus on high-performance pixel architecture and
advanced technology such as short-wave infrared image sensors based on InGaAs materials,
expanding our technological scope and accelerating the commercialization of next-generation
CMOS image sensors. Leveraging Hangzhou’s strong industrial and talent resources, the
R&D center will facilitate closer collaboration with supply chain partners, improve research
efficiency and help attract high-caliber professionals to support our long-term growth. Our
Directors consider that acquiring an office building instead of leasing is more commercially
justifiable because: (i) the expanded, self-built clean room facilities will allow us to meet a
broader range of R&D needs and advance our technologies; (ii) the expanded, self-built
pixel and verification platforms will enhance our platform development and raise technical
barriers; (iii) owning the property protects us from future rental increase; (iv) a showroom
can be built to showcase our product design process and achievements, providing a platform
for technical exchange, product validation and customer engagement, thereby further
enhancing our market presence and brand influence; and (v) it will help attract top talent and
improve employee satisfaction.
To support the establishment of the advanced CMOS image sensor R&D center, we plan to
involve a total of 142 current and new R&D personnel (in terms of man-year) and 28 current
and new management personnel (in terms of man-year) over the next five years. In
particular, we plan to recruit 13, 6, 21 and 2 additional R&D personnel and 2, 2, 2 and 1
additional management personnel in 2026, 2027, 2028 and 2029, respectively. The new hires
are essential to ensure the effective operation of the R&D center; R&D personnel will be
responsible for product design, verification and testing, forming the core team driving
technological innovation, as well as pixel and wafer process design and the establishment of
new process platforms, which are critical to developing next-generation CMOS image sensor
products; and management and administrative staff will oversee the center’s administrative,
financial and human resources functions to ensure smooth coordination and compliance
across operations.
On February 28, 2026, Gpixel Hangzhou entered into an asset acquisition agreement with
Hangzhou High-tech Industrial Development Zone Asset Management Co., Ltd.* (ψ৷อ
ʮ̡ ) (the “ Vendor”), pursuant to which Gpixel Hangzhou
agreed to acquire and the Vendor agreed to sell, among others, an office building with gross
floor area of approximately 3,856 sq.m. in Hangzhou (the “ Property ”) at a consideration of
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RMB48.7 million. The Property will be used for establishing an advanced CMOS image
sensor R&D center and part of the proceeds from the Global Offering will be used to settle
the consideration of the said acquisition.
 Approximately 4.0%, or HK$100.1 million, is expected to be used for expanding our
packaging and testing production lines, including (i) establishment of additional packaging
facility for the expansion of clean room facilities to meet advanced manufacturing
requirements; (ii) the procurement and installation of packaging and testing equipment to
enhance production capacity and quality control; and (iii) the deployment, recruitment and
training of skilled personnel to support our expanded operations. As the quality of our
packaged products, on-time delivery rate and assembly yield rate continue to improve, we
plan to further expand our internal production capacity to strengthen supply chain security,
improve production controllability and enhance our resilience against operational risks. In
addition, the expanded capabilities will allow us to achieve cost reduction and efficiency
improvement through internal packaging operations and to better serve our customers with
faster time-to-market and more competitive offerings, which is expected to enhance our
overall profitability. By further integrating upstream and downstream production processes
within the industry chain, we aim to consolidate our core competitive advantages and
reinforce our long-term strategic positioning. Our internal packaging production capacity
during the Track Record Period was approximately 25,000 units per month, respectively. The
new packaging production lines are expected to be completed in 2026 or 2027, expanding
our production capacity to 55,000 units per month.
For equipment procurement, we will obtain and compare quotations based on our specific
needs and technical requirements, and test and inspect the equipment before use. For factory
renovation, we will design layout plans according to our specific needs, obtain and compare
quotations, carry out the renovation and perform final inspections.
We intend to procure a range of packaging and testing equipment for sensor mounting,
wire-bonding, glass-bonding, in-process inspection and wafer thinning, with an expected
useful life of five to ten years. We currently use similar equipment for sensor mounting,
wire-bonding, glass-bonding and in-process inspection, which have a remaining useful life of
four to nine years; however, we do not possess comparable equipment for wafer thinning.
To ensure efficient, reliable and high-quality operations as production capacity expands, we
plan to recruit approximately 12 additional production operators in 2026, with four to six
more per year thereafter over the next five years, to handle increased packaging, testing and
inspection work. We will also enhance facility support by forming a dedicated management
team comprising engineers and technicians, adding approximately 4 facility support staff in
2026 and four annually thereafter to ensure stable operation of utilities and cleanroom
systems. In addition, approximately 4 R&D personnel will be added in 2026, with three to
four annually over the next five years, to provide process engineering support, optimise mass
production processes, improve yield and facilitate new technology introduction.
 Approximately 10.0%, or HK$250.4 million, is expected to be used for enhancing our
overseas operations through strategic geographic expansion, including (i) establishment of
new subsidiary in Hong Kong and recruitment of personnel for the new office; (ii) expansion
of sales team to support our overseas sales and marketing efforts and expand our footprint
worldwide, including Hong Kong, South Korea and Japan; (iii) increased participation in
international industry events and trade shows; and (iv) expansion of overseas R&D presence.
We expect these initiatives will broaden our customer network and strengthen our market
position in the CMOS image sensor industry, and in turn solidify our position, drive revenue
growth and increase our global market share. Our Directors are of the view, and the Joint
Sponsors concur, that our overseas expansion plan is feasible as (i) the new Hong Kong
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subsidiary will streamline overseas sales collection, settlement and supply chain payments,
reducing exchange rate risks and enhancing logistics efficiency. It will also serve as a
platform to attract skilled R&D, sales and management talent from Hong Kong and abroad,
supporting our technical development and overseas expansion. As at the Latest Practicable
Date, we had completed the relevant overseas direct investment filings for its Hong Kong
subsidiary; (ii) sales from South Korea and Japan accounted for approximately 20% to 35%
of our overseas revenue during the Track Record Period, and we intend to continue
expanding its sales efforts in these Asian markets; and (iii) given that professional
photography and videography (P&V) customers are primarily based in Japan, we plan to
further strengthen its R&D presence in Japan by recruiting experienced P&V engineers, in
order to enhance its technical capability and responsiveness to customer needs.
To support overseas expansion, we plan to gradually increase our overseas sales team to
approximately 8 to 20 staff members over the next five years, by recruiting 3 to 4 additional
sales staff per year, to enhance customer coverage and local service capabilities. In addition,
we plan to deploy approximately three management personnel to be responsible for daily
administrative, financial and operational management of the overseas business activities.
 Approximately 10.0%, or HK$250.4 million, is expected to be used for working capital and
general corporate purposes.
Other than the associated cash outflow for acquisition of office building, purchase of equipment
and the additional depreciation, our Directors, after having made all reasonable enquiries and to the
best of their knowledge and belief, believe that the implementation plan will not materially alter our
cost structure, gross profit margin and risk profile.
Assuming the Over-allotment Option is not exercised, the net proceeds from the Global Offering,
after deducting underwriting fees, commissions, and estimated expenses, are expected to be
approximately HK$2,503.6 million based on the Offer Price of HK$39.88 per Offer Share.
If the Over-allotment Option is fully exercised, the additional net proceeds that we will receive
will be approximately HK$379.8 million (based on the Offer Price of HK$39.88 per Share. In the event
that the Over-allotment Option is exercised, we intend to apply the additional net proceeds to the above
purposes on a pro rata basis.
To the extent that our proceeds are not sufficient to fund the purposes set out above, we intend to
fund the balance through a variety of means, including cash generated from operations, bank loans and
other borrowings. If the net proceeds of the Global Offering are not immediately applied to the above
purposes, we will only deposit those net proceeds into short-term interest-bearing accounts at licensed
commercial banks, and/or other authorized financial institutions as defined under the SFO or applicable
laws and regulations in other jurisdictions. We will issue an appropriate announcement if there is any
change to the above proposed use of proceeds.
FUTURE PLANS AND USE OF PROCEEDS
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The table below sets forth the expected implementation timetable of our planned use of our
proceeds:
Allocation
Proportion
For the year ending December 31,
2026 2027 2028 2029 2030 Total
(%)
(HK$ in
millions)
(HK$ in
millions)
(HK$ in
millions)
(HK$ in
millions)
(HK$ in
millions)
(HK$ in
millions)
Increasing our R&D investments to
drive continuous innovation and
support product iterations across
our major application scenarios ... 55.0 184.1 422.7 356.4 270.5 143.3 1,377.0
i. Industrial imaging ........ 20.0 59.8 139.6 116.3 123.0 62.0 500.7
ii. Scientific imaging ........ 10.0 40.8 82.8 65.6 38.8 22.3 250.4
iii. Professional photography and
video ............... 15.0 45.2 123.6 82.2 78.1 46.5 375.5
iv. Medical imaging ......... 10.0 38.2 76.7 92.4 30.5 12.5 250.4
Establishing an advanced CMOS
image sensor R&D center ...... 21.0 100.8 109.7 131.6 121.1 62.6 525.8
Expanding our packaging and testing
production lines to enhance our
capabilities ............... 4.0 42.7 8.4 12.0 16.1 21.0 100.1
Enhancing our overseas operations
through strategic geographic
expansion ................ 10.0 33.0 45.2 49.1 55.4 67.6 250.4
Working capital and general
corporate purposes .......... 10.0 50.1 50.1 50.1 50.1 50.1 250.4
Total .................... 100.0 410.6 636.0 559.2 513.2 344.6 2,503.6
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITERS
CLSA Limited
Guotai Junan Securities (Hong Kong) Limited
UNDERWRITING
This prospectus is published solely in connection with the Hong Kong Public Offering. The Hong
Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional basis. The
International Offering is expected to be fully underwritten by the International Underwriters.
The Global Offering comprises the Hong Kong Public Offering of initially 6,529,500 Hong Kong
Offer Shares and the International Offering of initially 58,764,700 International Offer Shares, subject,
in each case, to reallocation on the basis as described in the section headed “Structure of the Global
Offering” as well as to the Over-allotment Option (in the case of the International Offering).
UNDERWRITING ARRANGEMENTS AND EXPENSES
The Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, our Company is offering the Hong Kong
Offer Shares for subscription on the terms and conditions set out in this prospectus and the Hong Kong
Underwriting Agreement at the Offer Price.
Subject to (a) the Stock Exchange granting approval for the listing of, and permission to deal in,
the H Shares to be issued pursuant to the Global Offering (including the H Shares which may be issued
pursuant to the exercise of the Over-allotment Option, the Shares to be issued pursuant to the exercise
of options granted under the Pre-IPO Share Option Scheme and the H Shares to be converted from
Unlisted Shares) as mentioned herein on the Main Board of the Stock Exchange and such approval not
subsequently having been revoked prior to the commencement of trading of the H Shares on the Stock
Exchange and (b) certain other conditions set out in the Hong Kong Underwriting Agreement, the Hong
Kong Underwriters have agreed severally but not jointly to procure subscribers for, or themselves to
subscribe for, their respective applicable proportions of the Hong Kong Offer Shares being offered
which are not taken up under the Hong Kong Public Offering on the terms and conditions set out in this
prospectus and the Hong Kong Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional on, among other things, the International
Underwriting Agreement having been executed and becoming unconditional and not having been
terminated in accordance with its terms.
UNDERWRITING
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Grounds for Termination
If any of the events set out below occurs at any time prior to 8:00 a.m. on the Listing Date, the
Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters) in their sole and absolute discretion may, by notice in writing to our Company, terminate
the Hong Kong Underwriting Agreement with immediate effect:
(a) there shall develop, occur, exist or come into force: (i) any local, national, regional or
international event or circumstance or series of events or circumstances in the nature of
force majeure, including any acts of government, declaration of a national or international
emergency or war, calamity, crisis, epidemic, pandemic, outbreak, mutation, aggravation or
escalations of disease (including but not limited to Severe Acute Respiratory Syndromes
(SARS), swine or avian flu, H1N1, H5N1, H1N7, H7N9, Ebola virus, MERS and COVID-19
and such related/mutated forms), economic sanctions, strikes, labor disputes, lock-outs, other
industrial actions, fire, explosion, flooding, earthquake, tsunami, volcanic eruption, civil
commotion, riots, rebellion, severe transport disruption, public disorder, acts of war,
outbreak or escalation of hostilities (whether or not war or state of emergency is declared),
acts of God or acts of terrorism (whether or not responsibility has been claimed), paralysis
in government operations, in or affecting Hong Kong, the PRC, the United States, the United
Kingdom, any member of the European Union, Japan, Belgium or any other jurisdiction
relevant to any member of our Group or the Global Offering (collectively, the “ Relevant
Jurisdictions ”); or (ii) any change, or any development involving a prospective change, or
any event or circumstance or series of events or circumstances resulting or likely to result in
or representing any change or development involving a prospective change, in any local,
national, regional or international financial, economic, political, military, industrial, legal,
fiscal, regulatory, currency, credit or market matters or conditions or equity securities or
exchange control or any monetary or trading settlement system or other financial markets
(including, without limitation, conditions in the stock and bond markets, money and foreign
exchange markets, the interbank markets and credit markets, or any member of the European
Union announcing, voluntarily or compulsorily, its intention to leave the European Union or
the Economic and Monetary Union of the European Union), or a change in the system under
which the value of the Hong Kong currency is linked to that of the currency of the United
States or Renminbi is linked to any foreign currency or currencies or revaluation of the
Hong Kong dollar or Renminbi against any foreign currencies or a change in any other
currency exchange rates, in or affecting any Relevant Jurisdictions; or (iii) any moratorium,
suspension or restriction (including, without limitation, any imposition of or requirement for
any minimum or maximum price limit or price range) in or on trading in securities generally
on the Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the
New York Stock Exchange, the NASDAQ Global Market or the London Stock Exchange; or
(iv) any general moratorium on commercial banking activities in or affecting the Relevant
Jurisdictions (whether imposed by the Financial Secretary or the Hong Kong Monetary
Authority or other competent authority), or any disruption in commercial banking or foreign
exchange trading or securities settlement or clearance services, procedures or matters in any
Relevant Jurisdiction; or (v) any new law, or any change or any development involving a
prospective change or any event or circumstance likely to result in a change or a
development involving a prospective change in (or in the interpretation or application by any
court or other competent authority of) existing laws, in each case, in or affecting any of the
Relevant Jurisdictions; or (vi) the imposition of economic sanctions or export controls in
whatever form, or withdrawal of trading privileges, in whatever form, directly or indirectly,
under any sanction laws, or regulations in, Hong Kong, the PRC or any other Relevant
Jurisdiction; or (vii) any change or development involving a prospective change or
amendment in or affecting taxes or exchange control, currency exchange rates or foreign
investment regulations (including, without limitation, a material devaluation of the Hong
UNDERWRITING
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Kong dollar or the Renminbi against any foreign currencies), or the implementation of any
exchange control, in any of the Relevant Jurisdictions; or (viii) any litigation, regulatory or
disciplinary proceeding, legal action, dispute or claim of any third party being threatened or
instigated or announced against any member of our Group or any Director or any senior
management member of our Group; or (ix) an authority or a political body or organization in
any Relevant Jurisdiction announcing or commencing any investigation or other action, or
announcing an intention to investigate or take other action, against any Director or any
senior management member of our Group or any member of our Group; or (x) a
contravention by any member of our Group or any Director or any senior management
member of our Group of the Listing Rules or applicable laws; or (xi) any Director or any
senior management member of our Group vacating his office; (xii) an order or petition for
the winding up of any member of our Group or any composition or arrangement made by
any member of our Group with its creditors or a scheme of arrangement entered into by any
member of our Group or any resolution for the winding-up of any member of our Group or
the appointment of a provisional liquidator, receiver or manager over all or part of the
material assets or undertaking of any member of our Group or anything analogous thereto
occurring in respect of any member of our Group; or (xiii) any change, development or
event involving a prospective change in, or a materialization of, any of the risks set out in
the section headed “Risk Factors” in this prospectus; or (xiv) a demand by any creditor for
repayment or payment of any indebtedness of any member of our Group in respect of which
any member of our Group is liable prior to its stated maturity, which, in any such case,
individually or in the aggregate, in the sole and absolute opinion of the Joint Sponsors and
the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters): (1)
has or will have or may have a material adverse effect on the assets, liabilities, business,
general affairs, management, prospects, shareholders’ equity, profits, losses, results of
operations, position or condition, financial or otherwise, or performance of our Group as a
whole; or (2) has or will have or may have a material adverse effect on the success of the
Global Offering or the level of applications under the Hong Kong Public Offering or the
level of interest under the International Offering or dealings in the Offer Shares in the
secondary market; or (3) makes or will make or may make it inadvisable or inexpedient or
impracticable for the Global Offering to proceed or to market the Global Offering or to
deliver the Offer Shares on the terms and in the manner contemplated by this prospectus; or
(4) has or will have or may have the effect of making any part of the Hong Kong
Underwriting Agreement (including underwriting) incapable or impracticable of performance
in accordance with its terms or preventing or delaying 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 or the Overall Coordinators that: (i) any
statement contained in any of the Offering Documents (as defined in the Hong Kong
Underwriting Agreement), the formal notice, the Operative Documents (as defined in the
Hong Kong Underwriting Agreement) and/or in any notices, announcements, advertisements,
communications or other documents issued or used in connection with the Hong Kong Public
Offering (including any supplement or amendment thereto) (collectively, the “ Offer Related
Documents ”) was, when it was issued, or has become, untrue, incorrect, inaccurate,
incomplete in any material respect or misleading or deceptive in any respect, or that any
forecast, estimate, expression of opinion, intention or expectation contained in any of the
Offer Related Documents is not fair and honest and based on reasonable assumptions; or (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 misstatement or a material
omission from any of the Offer Related Documents; or (iii) any breach of any of the
obligations imposed upon any party to the Hong Kong Underwriting Agreement or the
International Underwriting Agreement (other than upon any of the Hong Kong Underwriters
or the International Underwriters); or (iv) any certificate given by our Company or any of its
UNDERWRITING
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respective officers under or in connection with the Hong Kong Underwriting Agreement or
the Global Offering is false or misleading; or (v) any event, act or omission which gives or
is likely to give rise to any liability of any of the indemnifying parties pursuant to the Hong
Kong Underwriting Agreement; or; (vi) any material adverse change, or any development
involving a prospective material adverse change, in the assets, liabilities, business, general
affairs, management, prospects, shareholders’ equity, profits, losses, results of operations,
position or condition, financial or otherwise, or performance of any member of our Group;
or (vii) any breach of, or any event or circumstance rendering untrue or incorrect or
misleading in any respect, any of the warranties set out in the Hong Kong Underwriting
Agreement; or (viii) a Director or a senior management member of our Group being charged
with an indictable offense or prohibited by operation of law or otherwise disqualified from
taking part in the management or taking directorship of a company; or (ix) a prohibition on
our Company for whatever reason from offering, allotting, issuing or selling any of the H
Shares (including the H Shares to be issued pursuant to the exercise of the Over-allotment
Option), pursuant to the terms of the Global Offering; or (x) non-compliance of this
prospectus, the CSRC filings or any other documents used in connection with the
contemplated offer and sale of the Offer Shares or any aspect of the Global Offering with
the Listing Rules, the CSRC rules or any other applicable laws; or (xi) the issue or
requirement to issue by our Company of any supplement or amendment to this prospectus
(or to any other documents issued or used in connection with the contemplated offer and sale
of the Offer Shares) pursuant to the Companies Ordinance or the Companies (Winding Up
and Miscellaneous Provisions) Ordinance, the CSRC rules or the Listing Rules or any
requirement or request of the Stock Exchange, the CSRC and/or the SFC, except with the
prior written consent of the Joint Sponsors and Sponsor-OCs; or (xii) the approval by the
Listing Committee of the Stock Exchange of the listing of, and permission to deal in, the H
Shares to be issued or sold (including any additional H Shares to be issued pursuant to any
exercise of the Over-Allotment Option) under 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, qualified (other than by customary conditions) or
withheld; or (xiii) our Company withdraws any of the Offer Related Documents or the
Global Offering; or (xiv) any person (other than the Joint Sponsors) has withdrawn or is
subject to withdrawing its consent to being named in this prospectus or to the issue of any of
the Hong Kong Public Offering Documents (as defined in the Hong Kong Underwriting
Agreement); or (xv) the investment commitment by any cornerstone investor after signing of
agreement with such cornerstone investor having been withdrawn, terminated or cancelled,
or a material portion of the orders placed or confirmed in the bookbuilding process having
been withdrawn, terminated or cancelled and such withdrawn, terminated or cancelled orders
not having been fully covered by other orders or any replacement order having been
subsequently withdrawn, terminated or cancelled.
Undertaking to the Stock Exchange pursuant to the Listing Rules
Undertaking by our Company
Pursuant to Rule 10.08 of the Listing Rules, our Company has undertaken to the Stock Exchange
that no further Shares or securities convertible into equity securities of our Company (whether or not of
a class already listed) may be issued or sold or transferred out of treasury or form the subject of any
agreement to such an issue, or sale or transfer out of treasury within six months from the Listing Date
(whether or not such issue of Shares or securities, or sale or transfer of treasury shares will be
completed within six months from the Listing Date), except (a) pursuant to the Global Offering or the
Over-allotment Option or the Shares to be issued pursuant to the exercise of options granted under the
Pre-IPO Share Option Scheme, or (b) under any of the circumstances provided under Rule 10.08 of the
Listing Rules.
UNDERWRITING
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Undertaking by our Controlling Shareholders
Pursuant to Rule 10.07 of the Listing Rules, each of our Controlling Shareholders has undertaken
to the Stock Exchange and our Company that, except pursuant to the Global Offering (including the
Over-allotment Option), he/she/it will not and will procure that the relevant registered holder(s) will not
without the prior written consent of the Stock Exchange or unless otherwise in compliance with the
applicable requirement of the Listing Rules: (a) in the period commencing on the date by reference to
which disclosure of his/her/its shareholding in our Company is made in this prospectus and ending on
the date which is six months from the Listing Date (the “ First Six-Month Period ”), 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 Shares in respect of which he/she/it is shown by this prospectus
to be the beneficial owner (the “ Relevant Securities ”); and (b) in the period of six months from the
expiry of the First Six-Month Period, 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 Shares referred
to in paragraph (a) above if, immediately following such disposal or upon the exercise or enforcement
of such options, rights, interests or encumbrances, he/she/it would cease to be a controlling shareholder
of our Company.
Pursuant to Note 3 to Rule 10.07(2) of the Listing Rules, each of our Controlling Shareholders has
undertaken to the Stock Exchange and our Company that, within the period commencing on the date by
reference to which disclosure of his/her/its shareholding 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: (i) when he/she/it pledges
or charges any Relevant Securities or interests in any of the Relevant Securities, whether directly or
indirectly, in favor of any 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 of the
Listing Rules, immediately inform our Company of such pledge or charge together with the number of
Relevant Securities so pledged or charged; and(ii) when he/she/it receives indications, either verbal or
written, from the pledgee or chargee of any Relevant Securities that any of the pledged or charged
securities of our Company will be disposed of, immediately inform our Company of such indications.
Our Company will inform the Stock Exchange as soon as we have been informed of the matters
referred to in paragraphs (i) and (ii) above by any of our Controlling Shareholders and subject to the
then applicable requirements of the Listing Rules disclose such matters by way of an announcement.
Each of Dr. Wang and Dr. Zhang has undertaken that he/she will not, in the period of 36 months
from the Listing Date, among others, sell, mortgage, charge, pledge, lend, dispose of, or enter into any
swap or similar arrangement that transfers in whole or in part the economic interests of ownership in
the Shares directly held by each of them upon Listing. For the avoidance of doubt, the aforesaid
lock-up undertaking shall not apply to, among others, any lending of Shares by Dr. Wang or Dr. Zhang
pursuant to a stock borrowing agreement relating to an over-allotment option or any Shares acquired
through open market.
Undertakings pursuant to the Hong Kong Underwriting Agreement
Undertaking by our Company
Pursuant to the Hong Kong Underwriting Agreement, except for the offer and sale of the Offer
Shares pursuant to the Global Offering (including pursuant to the exercise of the Over-Allotment
Option), during the period commencing on the date of the Hong Kong Underwriting Agreement and
ending on, and including, the date that is six months from the Listing Date (the “ First Six-Month
Period ”), our Company undertakes to each of the Sponsor-Overall Coordinators, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
Capital Market Intermediaries, the Hong Kong Underwriters and the Joint Sponsors not to, and to
UNDERWRITING
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procure each other member of our Group not to, without the prior written consent of the Joint Sponsors
and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and unless
in compliance with the requirements of the Listing Rules (and only after the consent of any relevant
PRC authority (if so required) has been obtained): (i) offer, allot, issue, sell, accept subscription for,
offer to allot, issue or sell, contract or agree to allot, issue or sell, assign, mortgage, charge, pledge,
hypothecate, lend, grant or sell any option, warrant, contract or right to subscribe for or purchase, grant
or purchase any option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose
of or create an Encumbrance (as defined in the Hong Kong Underwriting Agreement) over, or agree to
transfer or dispose of or create an Encumbrance over, either directly or indirectly, conditionally or
unconditionally, or repurchase, any legal or beneficial interest in any H Shares or any other securities
of our Company or any shares or other securities of such other member of our Group, as applicable, or
any interest in any of the foregoing (including without limitation, any securities convertible into or
exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to
purchase, any H Shares or other equity securities of our Company or any shares or other securities of
such other member of our Group, as applicable), or deposit any H Shares or other securities of our
Company or any shares or other securities of such other member of our Group, as applicable, with a
depositary in connection with the issue of depositary receipts; or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of
subscription or ownership (legal or beneficial) of any H Shares or any other securities of our Company
or any shares or other securities of such other member of our Group, as applicable, or any interest in
any of the foregoing (including without limitation any securities convertible into or exchangeable or
exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any H
Shares or other equity securities of our Company or any shares or other securities of such other member
of our Group, as applicable); or (iii) enter into or effect any transaction with the same economic effect
as any transaction specified in paragraphs (i) or (ii) above; or (iv) offer to, contract to, agree to or
announce, or publicly disclose any intention to effect any transaction specified in paragraphs (i), (ii) or
(iii) above, in each case, whether any of the transactions specified in paragraphs (i), (ii) or (iii) above is
to be settled by delivery of H Shares or other securities of our Company or any shares or other
securities of such other member of our Group, as applicable, or in cash or otherwise (whether or not the
issue of such H Shares or such other securities of our Company or any shares or other securities of such
other member of our Group, as applicable will be completed within the First Six-Month Period).
In the event that, during the period of six months commencing on the date on which the First
Six-Month Period expires (the “ Second Six-Month Period ”), our Company enters into any of the
transactions specified in paragraphs (i), (ii) or (iii) above or offers to or agrees or contracts to or
announces, or publicly discloses, any intention to enter into or effect any such transaction, our
Company shall take all reasonable steps to ensure that it will not create a disorderly or false market in
the securities of our Company.
Each of our Controlling Shareholders undertakes to each of the Sponsor-Overall Coordinators, the
Overall Coordinators, the Joint Global Coordinators, the Joint Lead Managers, the Joint Bookrunners,
the Capital Market Intermediaries, the Hong Kong Underwriters and the Joint Sponsors to procure our
Company to comply with the above undertakings.
UNDERWRITING
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--- page 285 ---
Undertaking by our Controlling Shareholders
Pursuant to the Hong Kong Underwriting Agreement, each of our Controlling Shareholders
undertakes to each of our Company, the Sponsor-Overall Coordinators, the Overall Coordinators, the
Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market
Intermediaries, the Hong Kong Underwriters and the Joint Sponsors that, except as pursuant to the
Global Offering (including pursuant to the exercise of the Over-allotment Option), without the prior
written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the
Hong Kong Underwriters) and unless in compliance with the requirements of the Listing Rules (and
only after the consent of any relevant PRC authority (if so required) has been obtained):
(a) he/she/it will not and will procure that the relevant registered holder(s), any nominee or
trustee holding on trust for him/her/it and the companies controlled by him/it will not, at any
time during the First Six-Month Period, (i) offer, sell, offer to sell, contract or agree to sell,
assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant,
contract or right to purchase, grant or purchase any option, warrant, contract or right to sell,
or otherwise transfer or dispose of or create an Encumbrance (as defined in the Hong Kong
Underwriting Agreement) over, or agree to transfer or dispose of or create an Encumbrance
over, either directly or indirectly, conditionally or unconditionally, any H Shares or other
equity securities of our Company beneficially owned by him/her/it as of the date of this
prospectus or any interest therein (including, without limitation, any securities convertible
into or exchangeable or exercisable for or that represent the right to receive, or any warrants
or other rights to purchase, any Shares or any such other equity securities, as applicable or
any interest in any of the foregoing) (the “ Locked-up Securities ”), or deposit any
Locked-up Securities with a depositary in connection with the issue of depositary receipts,
or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership (legal or beneficial) of any Locked-up
Securities, or (iii) enter into or effect any transaction with the same economic effect as any
transaction specified in paragraphs (i) or (ii) above, or (iv) offer to, contract to, agree to or
announce, or publicly disclose any intention to effect any transaction specified in paragraphs
(i), (ii) or (iii) above, in each case, whether any of the transactions specified in paragraphs
(i), (ii) or (iii) above is to be settled by delivery of H Shares or other equity securities of our
Company or in cash or otherwise (whether or not the issue of such H Shares or such other
equity securities will be completed within the First Six-Month Period); and
(b) he/she/it will not and will procure that the relevant registered holder(s), any nominee or
trustee holding on trust for him/her/it and the companies controlled by him/her/it will not,
during the Second Six-Month Period, enter into any of the transactions specified in
paragraphs (a)(i), (ii) or (iii) above or offer to or agree to or announce any intention to effect
any such transaction if, immediately following any sale, transfer or disposal or upon the
exercise or enforcement of any option, right, interest or Encumbrance pursuant to such
transaction, he/she/it will cease to be a “controlling shareholder” (as defined in the Listing
Rules) of our Company; and
(c) until the expiry of the Second Six-Month Period, in the event that he/she/it or any of the
relevant registered holder(s), any nominee or trustee holding on trust for him/her/it and the
companies controlled by him/her/it enters into any of the transactions specified in paragraphs
(a)(i), (ii) or (iii) or offers to or agrees to or announces any intention to effect any such
transaction, he/she/it will take all reasonable steps to ensure that he/she/it will not create a
disorderly or false market in the securities of our Company, provided that, subject to strict
compliance with any requirements of applicable laws (including, without limitation and for
the avoidance of doubt, the requirements of the Stock Exchange or of the SFC or of the
CSRC or of any other relevant authority), nothing in the paragraphs above shall prevent our
UNDERWRITING
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Controlling Shareholders from using Locked-up Securities as security in favour of an
authorised institution (as defined in the Banking Ordinance (Chapter 155) of the laws of
Hong Kong) for a bona fide commercial loan provided that our Controlling Shareholders will
(i) when they pledge or charge the Locked-up Securities, immediately inform our Company
of such pledge or charge together with the number of the Locked-up Securities so pledged or
charged; and (ii) when they receive indications, either verbal or written, from the pledgee or
chargee that any of the pledged or charged Locked-up Securities will be disposed of,
immediately inform our Company of such indications.
Our Company agrees and undertakes to each of the Sponsor-Overall Coordinators, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
Capital Market Intermediaries, the Hong Kong Underwriters and the Joint Sponsors that upon receiving
such information in writing from our Controlling Shareholders, it shall, as soon as practicable, notify
the Stock Exchange and make a public disclosure in relation to such information in accordance with the
Listing Rules.
Hong Kong Underwriters’ Interests in our Company
As of the Latest Practicable Date, our Company was owned as to 1.10% by Guoce Xiangchi,
which Guotai Junan Zhengyu Investment Co., Ltd.* (ʮ̡ )( “ Zhengyu
Investment ”) was a limited partner with 45.21% interest in Guoce Xiangchi. For details, please see
“History, Development and Corporate Structure — Investment from the Pre-IPO Investors —
Information of the Pre-IPO Investors”.
Save as disclosed above, and except for their respective obligations under the Hong Kong
Underwriting Agreement, as of the Latest Practicable Date, none of the Hong Kong Underwriters was
interested, legally or beneficially, directly or indirectly, in any H Shares or any securities of our
Company or had any right or option (whether legally enforceable or not) to subscribe for or purchase,
or to nominate persons to subscribe for or purchase, any H Shares or any securities of our Company.
Following the completion of the Global Offering, the Hong Kong Underwriters and their affiliated
companies may hold a certain portion of the H Shares as a result of fulfilling their respective
obligations under the Hong Kong Underwriting Agreement.
The International Offering
International Underwriting Agreement
In connection with the International Offering, our Company and each of our Controlling
Shareholders expect to enter into the International Underwriting Agreement with the Overall
Coordinators and the International Underwriters on or around April 15, 2026. Under the International
Underwriting Agreement and subject to the Over-allotment Option, the International Underwriters
would, subject to certain conditions set out therein, agree severally but not jointly to procure
subscribers for, or themselves to subscribe for, their respective applicable proportions of the
International Offer Shares initially being offered pursuant to the International Offering. It is expected
that the International Underwriting Agreement may be terminated on similar grounds to the Hong Kong
Underwriting Agreement. Potential investors should note that in the event that the International
Underwriting Agreement is not entered into or terminated, the Global Offering will not proceed. See
“Structure of the Global Offering — The International Offering” in this prospectus.
UNDERWRITING
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Over-allotment Option
Our Company is expected to grant the Over-allotment Option to the International Underwriters,
exercisable by the Overall Coordinators (for themselves and on behalf of the International
Underwriters) at any time from the date of the International Underwriting Agreement until 30 days after
the last day for lodging applications under the Hong Kong Public Offering, pursuant to which our
Company may be required to issue up to an aggregate of 9,794,100 H Shares, representing not more
than 15% of the number of the Offer Shares initially available under the Global Offering, at the Offer
Price, to cover over-allocations in the International Offering, if any. See “Structure of the Global
Offering — Over-allotment Option” for further details.
Commissions and Expenses
The Underwriters and the Capital Market Intermediaries will receive an underwriting commission
of 2% of the aggregate Offer Price of all the Offer Shares (including any Offer Shares to be issued
pursuant to the exercise of the Over-allotment Option) (the “ Fixed Fee ”), out of which they will pay
any sub-underwriting commissions and other fees.
Our Company may, at our sole and absolute discretion, pay to one or more Underwriters or the
Capital Market Intermediaries an incentive fee of up to 1% of the aggregate Offer Price of all the Offer
Shares (including any Offer Shares to be issued pursuant to the exercise of the Over-allotment Option)
(the “ Discretionary Fee ”). According to the offering size, the ratio of the Fixed Fee and the
Discretionary Fee payable to all Underwriters is approximately 63.0:37.0 before the exercise of the
Over-allotment Option or 62.3:37.7 after the full exercise of the Over-allotment Option.
For any unsubscribed Hong Kong Offer Shares reallocated to the International Offering, the
underwriting commission will not be paid to the Hong Kong Underwriters but will instead be paid, at
the rate applicable to the International Offering, to the relevant International Underwriters.
The aggregate underwriting commissions payable by our Company to the Underwriters in relation
to the Global Offering (based on the Offer Price of HK$39.88 per Offer Share, and assuming the full
payment of the Discretionary Fee based on the offering size and the full exercise of the Over-allotment
Option) will be approximately HK$76.85 million.
The aggregate underwriting commissions and incentive fees together with the Stock Exchange
listing fees, the AFRC transaction levy, the SFC transaction levy and the Stock Exchange trading fee,
legal and other professional fees and printing and all other expenses relating to the Global Offering are
estimated to be approximately HK$110.10 million (based on the Offer Price of HK$39.88 per Offer
Share, and assuming the full payment of the Discretionary Fee based on the offering size and the full
exercise of the Over-allotment Option) and will be paid by our Company.
Joint Sponsors’ Fee
An amount of US$250,000 is payable by our Company as sponsor fee to each of the Joint
Sponsors.
Indemnity
Each of our Company and our Controlling Shareholders has agreed to indemnify the Joint
Sponsors, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong
Kong Underwriters, the Sponsor-Overall Coordinators, the Overall Coordinators, the Capital Market
UNDERWRITING
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Intermediaries for certain losses which they may suffer or incur, including losses arising from their
performance of their obligations under the Hong Kong Underwriting Agreement and any breach by any
of our Company and our Controlling Shareholders of the Hong Kong Underwriting Agreement.
ACTIVITIES BY SYNDICATE MEMBERS
The underwriters of the Hong Kong Public Offering and the International Offering (together, the
“Syndicate Members ”) and their affiliates may each individually undertake a variety of activities (as
further described below) which do not form part of the underwriting or stabilizing process.
The Syndicate Members and their affiliates are diversified financial institutions with relationships
in countries around the world. These entities engage in a wide range of commercial and investment
banking, loan financing, brokerage, funds management, trading, hedging, investing and other activities
for their own account and for the account of others. In the ordinary course of their various business
activities, the Syndicate Members and their respective affiliates may purchase, sell or hold a broad
array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit
default swaps and other financial instruments for their own account and for the accounts of their
customers. Such investment and trading activities may involve or relate to assets, securities,
co-investments and/or instruments of or with our Company and/or persons and entities with
relationships with our Company and may also include swaps and other financial instruments entered
into for hedging purposes in connection with our Company’s loans and other debt.
In relation to the H Shares, the activities of the Syndicate Members and their affiliates could
include acting as agent for buyers and sellers of the H Shares, entering into transactions with those
buyers and sellers in a principal capacity, including as a lender to initial purchasers of the H Shares
(which financing may be secured by the H Shares) in the Global Offering, proprietary trading in the H
Shares, and entering into over the counter or listed derivative transactions or listed or unlisted securities
transactions (including issuing securities such as derivative warrants listed on a stock exchange) which
have 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 Syndicate Members or their affiliates of any listed securities having the H
Shares as their underlying securities, whether on the Stock Exchange or on any other stock exchange,
the rules of the stock exchange may require the issuer of those securities (or one of its affiliates or
agents) to act as a market maker or liquidity provider in the security, and this will also result in
hedging activity in the H Shares in most cases.
All such activities may occur both during and after the end of the stabilizing period described in
the section headed “Structure of the Global Offering”. Such activities may affect the market price or
value of the H Shares, the liquidity or trading volume in the H Shares and the volatility of the price of
the H Shares, and the extent to which this occurs from day to day cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members will be
subject to certain restrictions, including the following: (a) the Syndicate Members (other than the
Stabilizing Manager or its affiliates or any person acting for it) must not, in connection with the
distribution of the Offer Shares, effect any transactions (including issuing or entering into any option or
other derivative transactions relating to the Offer Shares), whether in the open market or otherwise,
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with a view to stabilizing or maintaining the market price of any of the Offer Shares at levels other
than those which might otherwise prevail in the open market; and (b) the Syndicate Members must
comply with all applicable laws and regulations, including the market misconduct provisions of the
SFO, including the provisions prohibiting insider dealing, false trading, price rigging and stock market
manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time to time,
and expect to provide in the future, investment banking, loan financing and other services to our
Company and each of its affiliates for which such Syndicate Members or their respective affiliates have
received or will receive customary fees and commissions.
In addition, the Syndicate Members or their respective affiliates may provide financing to
investors to finance their subscriptions of Offer Shares in the Global Offering.
JOINT SPONSORS’ INDEPENDENCE
Each of the Joint Sponsors satisfies the independence criteria set out in Rule 3A.07 of the Listing
Rules.
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THE GLOBAL OFFERING
This Prospectus is published in connection with the Hong Kong Public Offering as part of the
Global Offering. CLSA Limited and Guotai Junan Securities (Hong Kong) Limited are the Overall
Coordinators of 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 in
issue and to be issued as mentioned in this Prospectus.
65,294,200 Offer Shares will initially be made available under the Global Offering comprising: (a)
the Hong Kong Public Offering of initially 6,529,500 H Shares (subject to reallocation) in Hong Kong
as described in the sub-section “— The Hong Kong Public Offering” in this section below; and (b) the
International Offering of initially 58,764,700 H Shares (subject to reallocation and the Over-allotment
Option) outside the United States (including with professional, institutional, corporate and other
investors whom we anticipate may have a reasonable demand for the H Shares in Hong Kong) in
offshore transactions in reliance on Regulation S as described in the sub-section headed “— The
International Offering” in this section below.
Investors may either: (i) apply for Hong Kong Offer Shares under the Hong Kong Public Offering;
or (ii) apply for or indicate an interest for International Offer Shares under the International Offering,
but may not do both. The Offer Shares will represent approximately 15.0% of the total Shares in issue
immediately following the completion of the Global Offering, assuming the Over-allotment Option is
not exercised. If the Over-allotment Option is exercised in full, the Offer Shares (including H Shares
issued pursuant to the full exercise of the Over-allotment Option) will represent approximately 16.87%
of the total Shares in issue immediately following the completion of the Global Offering and the issue
of Offer Shares pursuant to the Over-allotment Option. References in this Prospectus to applications,
application monies or the procedure for applications relate solely to the Hong Kong Public Offering.
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares initially offered
Our Company is initially offering 6,529,500 H Shares (subject to reallocation) for subscription by
the public in Hong Kong at the Offer Price, representing approximately 10% of the total number of
Offer Shares initially available under the Global Offering. The number of Offer Shares initially offered
under the Hong Kong Public Offering, subject to any reallocation of Offer Shares between the
International Offering and the Hong Kong Public Offering, will represent approximately 1.5% of the
total Shares in issue immediately following the completion of the Global Offering (assuming the
Over-allotment Option is not exercised).
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to
institutional and professional investors. Professional investors generally include brokers, dealers,
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 the sub-section headed “—
Conditions of the Global Offering” in this section.
Allocation
Allocation of Offer Shares to investors under the Hong Kong Public Offering will be based solely
on the level of valid applications received under the Hong Kong Public Offering. The basis of
allocation may vary, depending on the number of Hong Kong Offer Shares validly applied for by
applicants. Such allocation could, where appropriate, consist of balloting, which could mean that some
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applicants may receive a higher allocation than others who have applied for the same number of Hong
Kong Offer Shares, and those applicants who are not successful in the ballot may not receive any Hong
Kong Offer Shares.
For allocation purposes only, the total number of Hong Kong Offer Shares available under the
Hong Kong Public Offering (after taking into account any reallocation referred to below) will be
divided equally into two pools (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
the brokerage, the SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee
payable) or less. The Hong Kong Offer Shares in pool B will be allocated on an equitable basis to valid
applicants who have applied for Hong Kong Offer Shares with an aggregate subscription price of more
than HK$5 million (excluding the brokerage, the SFC transaction levy, AFRC transaction levy and the
Stock Exchange trading fee payable) and up to the total value in pool B.
Applicants should be aware that applications in pool A and applications in pool B may receive
different allocation ratios. If any Hong Kong Offer Shares in one (but not both) of the pools are
unsubscribed, such unsubscribed Hong Kong Offer Shares will be transferred to the other pool to
satisfy demand in that other pool and be allocated accordingly. For the purpose of the immediately
preceding paragraph only, the “price” for Hong Kong Offer Shares means the price payable on
application therefor. 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 approximately 50% of the 6,529,500 Offer
Shares initially comprised in the Hong Kong Public Offering (that is 3,264,700 Offer Shares) is liable
to be rejected.
Reallocation
The Offer Shares to be offered in the Hong Kong Public Offering and the International Offering
may, in certain circumstances, be reallocated as between these offerings at the discretion of the Overall
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 Public Offering is not fully subscribed, the Overall Coordinators will have the
discretion (but shall not be under any obligation) to reallocate to the International Offering all or any
unsubscribed Hong Kong Offer Shares in such amounts as they deem appropriate.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering will be
allocated between Pool A and Pool B and the number of Offer Shares allocated to the International
Offering will be correspondingly reduced in such manner as the Overall Coordinators deem appropriate.
In the event of reallocation of Offer Shares between the International Offering and the Hong Kong
Public Offering in the circumstances where (a) the International Offer Shares are fully subscribed or
oversubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of
the number of times; or (b) the International Offer Shares are undersubscribed and the Hong Kong
Offer Shares are fully subscribed or oversubscribed irrespective of the number of times, then up to
3,264,600 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 9,794,100 Offer Shares, representing approximately 15.0% of the
number of Offer Shares initially available under the Global Offering (before exercise of the
Over-allotment Option) 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
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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.
Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the
International Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the Guide
and the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing Rules, no mandatory clawback
or reallocation mechanism is required to increase the number of Offer Shares under the Hong Kong
Public Offering to a certain percentage of the total number of Offer Shares offered under the Global
Offering. 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, April 16, 2026. Where the International Offer Shares are
undersubscribed, if the Hong Kong Offer Shares are also undersubscribed, the Global Offering will not
proceed unless the Underwriters would subscribe or procure subscribers for their respective applicable
proportions of the Offer Shares being offered which are not taken up under the Global Offering on the
terms and conditions of this Prospectus and the Underwriting Agreements.
Applications
Each applicant under the Hong Kong Public Offering will be required to give an undertaking and
confirmation in the application submitted by him/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 the International Offering is liable to be
rejected if such undertaking and/or confirmation is/are breached and/or untrue (as the case may be).
Applicants under the Hong Kong Public Offering may be required to pay, on application (subject
to application channels), the Offer Price of HK$39.88 per Offer Share in addition to the brokerage, the
SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee payable on each Offer
Share, amounting to a total of HK$4,028.23 for one board lot of 100 H Shares. For details, see “How to
Apply for Hong Kong Offer Shares” in this prospectus.
THE INTERNATIONAL OFFERING
Number of Offer Shares initially offered
The International Offering will consist of an offering of initially 58,764,700 H Shares,
representing approximately 90.0% of the total number of Offer Shares initially available under the
Global Offering (subject to reallocation and the Over-allotment Option). The number of Offer Shares
initially offered under the International Offering, subject to any reallocation of Offer Shares between
the International Offering and the Hong Kong Public Offering, will represent approximately 13.50% of
the total Shares in issue immediately following the completion of the Global Offering (assuming the
Over-allotment Option are not exercised).
Allocation
Pursuant to the International Offering, the International Offer Shares will be conditionally placed
on behalf of our Company by the International Underwriters or through selling agents appointed by
them. The International Offering will include selective marketing of Offer Shares to institutional and
professional investors and other investors anticipated to have a sizable demand for such Offer Shares.
Professional investors generally include brokers, dealers, companies (including fund managers) whose
ordinary business involves dealing in shares and other securities and corporate entities which regularly
invest in shares and other securities.
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Allocation of Offer Shares under the International Offering will be effected in accordance with the
“book-building” process described in the subsection headed “— Allocation” in this section and based
on a number of factors, including the level and timing of demand, total size of the relevant investor’s
invested assets or equity assets in the relevant sector and whether or not it is expected that that investor
is likely to buy further H Shares, and/or hold or sell its H Shares, after the Listing. This basis of
allocation is intended to result in a distribution of the Offer Shares which is likely to lead to the
establishment of a solid and stable professional and institutional shareholder base to the benefit of our
Group and our Shareholders as a whole.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may require an
investor who has been offered (or has indicated an interest for) 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 the exercise of the Over-allotment Option in whole or in part and/or any
reallocation of unsubscribed Offer Shares originally included in the Hong Kong Public Offering.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, our Company is expected to grant the Over- allotment
Option to the International Underwriters, exercisable by the Overall Coordinators (for themselves and
on behalf of the International Underwriters).
Pursuant to the Over-allotment Option, the International Underwriters will have the right,
exercisable by the Overall Coordinators (for themselves and on behalf of the International
Underwriters) at any time from the Listing Date until 30 days after the last day for lodging applications
under the Hong Kong Public Offering, being Thursday, May 14, 2026, to require our Company to issue
up to an aggregate of 9,794,100 additional H Shares, representing not more than 15.0% of the total
number of Offer Shares under the Global Offering, at the Offer Price under the International Offering
to, cover over-allocations (if any) in the International Offering.
If the Over-allotment Option is exercised in full, the additional Offer Shares to be issued pursuant
thereto will represent approximately 2.20% of our issued share capital immediately following the
completion of the Global Offering and the exercise of the Over-allotment Option. If the Over-allotment
Option is exercised, an announcement will be made.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the distribution of
securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary market
during a specified period of time, to retard and, if possible, prevent a decline in the initial public
market price of the securities below the offer price. Such transactions may be effected in all
jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and
regulatory requirements, including those of Hong Kong. In Hong Kong, the price at which stabilization
is effected is not permitted to exceed the offer price.
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In connection with the Global Offering, the Stabilizing Manager (or its affiliates or any person
acting for it), on behalf of the Underwriters, may over-allocate or effect transactions with a view to
stabilizing or supporting the market price of the H Shares at a level higher than that which might
otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the
Stabilizing Manager (or its affiliates or any person acting for it) to conduct any such stabilizing action.
Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilizing
Manager (or its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably
regards as the best interest of our Company, (b) may be discontinued at any time and (c) is required to
be brought to an end within 30 days of the last day for lodging applications under the Hong Kong
Public Offering, being Thursday, May 14, 2026.
Stabilization action permitted in Hong Kong pursuant to the Securities and Futures (Price
Stabilizing) Rules of the SFO includes (a) over-allocating for the purpose of preventing or minimizing
any reduction in the market price of the H Shares, (b) selling or agreeing to sell the H Shares so as to
establish a short position in them for the purpose of preventing or minimizing any reduction in the
market price of the H Shares, (c) purchasing, or agreeing to purchase, the H Shares pursuant to the
Over-allotment Option in order to close out any position established under paragraph (a) or (b) above,
(d) purchasing, or agreeing to purchase, any of the H Shares for the sole purpose of preventing or
minimizing any reduction in the market price of the H Shares, (e) selling or agreeing to sell any H
Shares in order to liquidate any position established as a result of those purchases and (f) offering or
attempting to do anything as described in paragraph (b), (c), (d) or (e) above.
Specifically, prospective applicants for and investors in the Offer Shares should note that: (a) the
Stabilizing Manager (or its affiliates or any person acting for it) may, in connection with the stabilizing
action, maintain a long position in the H Shares; (b) there is no certainty as to the extent to which and
the time or period for which the Stabilizing Manager (or its affiliates or any person acting for it) will
maintain such a long position; (c) liquidation of any such long position by the Stabilizing Manager (or
its affiliates or any person acting for it) and selling in the open market may have an adverse impact on
the market price of the H Shares; (d) no stabilizing action can be taken to support the price of the H
Shares for longer than the stabilization period, which will begin on the Listing Date and is expected to
expire on the 30th day after the last day for lodging applications under the Hong Kong Public Offering,
being Thursday, May 14, 2026. After this date, when no further stabilizing action may be taken, demand
for the H Shares, and therefore the price of the H Shares, could fall; (e) the price of the H Shares
cannot be assured to stay at or above the Offer Price by the taking of any stabilizing action; and (f)
stabilizing bids or transactions effected in the course of the stabilizing action may be made at any price
at or below the Offer Price and can, therefore, be done at a price below the price paid by applicants for,
or investors in, the Offer Shares.
In order to effect stabilization actions, the Stabilizing Manager will arrange cover of up to an
aggregate of 9,794,100 H Shares representing up to approximately 15.0% of the number of Offer Shares
being offered initially under the Global Offering), through delayed delivery arrangements with investors
who have been allocated Offer Shares in the International Offering. The delayed delivery arrangements
(if specifically agreed by an investor) relate only to the delay in the delivery of the Offer Shares to
such investor and the Offer Price for the Offer Shares allocated to such investor will be paid on the
Listing Date.
Our Company will ensure or procure that an announcement in compliance with the Securities and
Futures (Price Stabilizing) Rules of the SFO will be made within seven days of the expiration of the
stabilization period.
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Over-allocation
Following any over-allocation of H Shares in connection with the Global Offering, the Stabilizing
Manager (or its affiliates or any person acting for it) may cover such over-allocations by exercising the
Over-allotment Option in full or in part, by using H Shares purchased by the Stabilizing Manager (or its
affiliates or any person acting for it) in the secondary market at prices that do not exceed the Offer
Price, or by a combination of these methods.
ALLOCATION
The International Underwriters will be soliciting from prospective investors indications of interest
in acquiring Offer Shares in the International Offering. Prospective professional and institutional
investors will be required to specify the number of Offer Shares under the International Offering they
would be prepared to acquire either at different prices or at a particular price. This process, known as
“book-building,” is expected to continue up to, and to cease on or about, the last day for lodging
applications under the Hong Kong Public Offering.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where they
deem appropriate, based on the level of interest expressed by prospective investors during the
book-building process in respect of the International Offering, and with the consent of our Company,
reduce the number of Offer Shares offered and/or the Offer Price that stated in this Prospectus at any
time on or prior to the morning of the last day for lodging applications under the Hong Kong Public
Offering. In such a case, our Company will, as soon as practicable following the decision to make such
reduction, and in any event not later than the morning of the last day for lodging applications under the
Hong Kong Public Offering, cause to be published on the websites of our Company and the Stock
Exchange at www.gpixel.com
and www.hkexnews.hk , respectively, an announcement, cancel the offer
and relaunch the offer on FINI at the revised number of Offer Shares and the requirements under Rule
11.13 of the Listing Rules (which include the issue of a supplemental prospectus or a new prospectus
(as appropriate)). Upon issue of such announcement or supplemental prospectus (as appropriate), the
number of the Offer Shares offered in the Global Offering will be final and conclusive.
Before submitting applications for the Hong Kong Offer Shares, applicants should have regard to
the possibility that any announcement or supplemental prospectus (as appropriate) of a reduction in the
number of Offer Shares may not be made until the last day for lodging applications under the Hong
Kong Public Offering. In the absence of any such announcement or cancellation and relaunch of offer,
the number of Offer Shares will not be reduced.
In the event of a reduction in the number of Offer Shares, the Overall Coordinators (for
themselves and on behalf of the Underwriters) may, at their discretion, reallocate the number of Offer
Shares to be offered in the Hong Kong Public Offering and the International Offering. The 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 the section headed “How to Apply for Hong Kong Offer Shares — B. Publication
of Results” in this Prospectus.
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the
terms and conditions of the Hong Kong Underwriting Agreement. Our Company expects to enter into
the International Underwriting Agreement relating to the International Offering on or around
Wednesday, April 15, 2026. These underwriting arrangements, including the Underwriting Agreements,
are summarized in the section headed “Underwriting” in this Prospectus.
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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 (including any additional H Shares that may be issued pursuant to the exercise of the
Over-allotment Option, the H Shares to be issued pursuant to the exercise of options granted under the
Pre-IPO Share Option Scheme and the H Shares to be converted from the Unlisted Shares) on the Main
Board of the Stock Exchange and such approval and permission not subsequently having been
withdrawn or revoked prior to the Listing Date; (b) the execution and delivery of the International
Underwriting Agreement on or around Wednesday, April 15, 2026; and (c) the obligations of the Hong
Kong Underwriters under the Hong Kong Underwriting Agreement and the obligations of the
International Underwriters under the International Underwriting Agreement becoming and remaining
unconditional and not having been terminated in accordance with the terms of the respective
agreements, in each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before such dates and
times) and, in any event, not later than the date which is 30 days after the date of this Prospectus.
The consummation of each of the Hong Kong Public Offering and the International Offering is
conditional upon, among other things, the other offering becoming unconditional and not having been
terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the dates and times specified, the
Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of the lapse of
the Hong Kong Public Offering will be published by our Company on the websites of our Company and
the Stock Exchange at www.gpixel.com
and www.hkexnews.hk , respectively, on the next day following
such lapse. In such a situation, all application monies will be returned, without interest, on the terms set
out in the section headed “How to Apply for Hong Kong Offer Shares — D. Dispatch/Collection of H
Share Certificates and Refund of Application Monies” in this Prospectus. In the meantime, all
application monies will be held in separate bank account(s) with the receiving banks or other bank(s) in
Hong Kong licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong).
H Share certificates for the Offer Shares will only become valid evidence of title at 8:00 a.m. on
Friday, April 17, 2026, provided that the Global Offering has become unconditional in all respects at or
before that time.
DEALINGS IN THE H SHARES
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in
Hong Kong on Friday, April 17, 2026, it is expected that dealings in the H Shares on the Stock
Exchange will commence at 9:00 a.m. on Friday, April 17, 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 3277.
STRUCTURE OF THE GLOBAL OFFERING
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IMPORTANT NOTICE TO INVESTORS
OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offering
and below are the procedures for application.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk
under the “HKEXnews > New Listings > New Listing Information” section, and our website at
www.gpixel.com .
The contents of this prospectus are identical to the prospectus as registered with the Registrar
of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are
applying for: (a) are 18 years of age or older; (b) have a Hong Kong address (for the HK eIPO White
Form service only) ; and (c) 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 or a waiver and/or consent has been granted by the Stock
Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the person(s) for whose
benefit you are applying for: (a) are an existing Shareholder or its close associates; or (b) are a Director
or any of his/her close associates.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Thursday, April 9, 2026
and end at 12:00 noon on Tuesday, April 14, 2026 (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application channels:
Application Channel Platform Target Investors Application Time
HK eIPO White Form
service ............
www.hkeipo.hk Investors who would like to
receive a physical H Share
certificate. Hong Kong
Offer Shares successfully
applied for will be allotted
and issued in your own
name.
From 9:00 a.m. on Thursday,
April 9, 2026 to 11:30 a.m.
on Tuesday, April 14,
2026, Hong Kong time.
The latest time for
completing full payment of
application monies will be
12:00 noon on Tuesday,
April 14, 2026, Hong
Kong time.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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Application Channel Platform Target Investors Application Time
HKSCC EIPO channel ... Your broker or custodian
who is a HKSCC
Participant will submit a
HKSCC 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
of the application period to apply for Hong Kong Offer Shares.
For those applying through the HK eIPO White Form service, once you complete payment in
respect of any application instructions given by you or for your benefit through the HK eIPO White
Form service to make an application for Hong Kong Offer Shares, an actual application shall be
deemed to have been made. If you are a person for whose benefit the electronic application
instructions are given, you shall be deemed to have declared that only one set of electronic
application instructions has been given for your benefit. If you are an agent for another person, you
shall be deemed to have declared that you have only given one set of electronic application
instructions for the benefit of the person for whom you are an agent and that you are duly authorised
to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the HK eIPO White Form
service more than once and obtaining different payment reference numbers without effecting full
payment in respect of a particular reference number will not constitute an actual application.
If you apply through the HK eIPO White Form service, you are deemed to have authorised the
HK eIPO White Form Service Provider to apply on the terms and conditions in this prospectus, as
supplemented and amended by the terms and conditions of the HK eIPO White Form service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf
through the HKSCC EIPO Channel, you (and, if you are joint applicants, each of you jointly and
severally) are deemed to have instructed and authorised HKSCC to cause HKSCC Nominees (acting as
nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on your behalf and
to do on your behalf all the things stated in this prospectus and any supplement to it.
For those applying through HKSCC EIPO channel, an actual application will be deemed to have
been made for any application instructions given by you or for your benefit to HKSCC (in which case
an application will be made by HKSCC Nominees on your behalf) provided such application instruction
has not been withdrawn or otherwise invalidated before the closing time of the Hong Kong Public
Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC
Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC or
HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any breach of the terms
and conditions of this prospectus.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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3. Information Required to Apply
You must provide the following information with your application:
For Individual Applicants For Corporate Applicants
 Full name(s) 2 as shown on your identity
document
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority: i) HKID card; or ii) National
identification document; or iii) Passport; and
 Identity document number
 Full name(s)
2 as shown on your identity
document
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority: i) Legal Entity Identifier (“ LEI”)
registration document; or ii) Certificate of
incorporation; or iii) Business registration
certificate; or iv) Other equivalent
document; and
 Identity document number
Notes:
1. If you are applying through the HK eIPO White Form service, you are required to provide a valid e-mail address, a
contact telephone number and a Hong Kong address. You are also required to declare that the identity information provided
by you follows the requirements as described in Note 2 below. In particular, where you cannot provide a HKID number,
you must confirm that you do not hold a HKID card. The number of joint applicants may not exceed four. If you are a
firm, the applicant must be in the individual members’ names.
2. The applicant’s full name as shown on their identity document must be used and the surname, given name, middle and
other names (if any) must be input in the same order as shown on the identity document. If an applicant’s identity
document contains both an English and Chinese name, both English and Chinese names must be used. Otherwise, either
English or Chinese names will be accepted. The order of priority of the applicant’s identity document type must be strictly
followed and where an individual applicant has a valid HKID card (including both Hong Kong Residents and Hong Kong
Permanent Residents), the HKID number must be used when making an application to subscribe for shares in a public
offer. Similarly for corporate applicants, a LEI number must be used if an entity has a LEI certificate.
3. If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will be required. If the
applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the asset management company or
the individual fund, as appropriate, which has opened a trading account with the broker will be required, as above.
4. The maximum number of joint account holders on FINI
(1) is capped at four in accordance with market practice.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document), the identity
document’s issuing country or jurisdiction, the identity document type; and (ii), the identity document number, for each of
the beneficial owners or, in the case(s) of joint beneficial owners, for each joint beneficial owner. If you do not include
this information, the application will be treated as being made for your benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in securities; and (ii)
you exercise statutory control over that company, then the application will be treated as being for your benefit and you
should provide the required information in your application as stated above.
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or
any other stock exchange.
“Statutory control” means you: (a) control the composition of the board of directors of the
company; (b) control more than half of the voting power of the company; or (c) hold more than half of
the issued share capital of the company (not counting any part of it which carries no right to participate
beyond a specified amount in a distribution of either profits or capital).
For those applying through HKSCC EIPO channel, and making an application under a power of
attorney, we and the Overall Coordinators, as our agents, have discretion to consider whether to accept
it on any conditions we think fit, including evidence of the attorney’s authority.
Failing to provide any required information may result in your application being rejected.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 300 ---
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 Offer Price is HK$39.88 per H Share.
If you are applying through the HKSCC EIPO channel, your
broker or custodian may require you to pre-fund your application,
in such amount as determined by the broker or custodian , based on
the applicable laws and regulations in Hong Kong. You are
responsible for complying with any such pre-funding requirement
imposed by your broker or custodian with respect to the Hong Kong
Offer Shares you applied for.
By instructing your broker or custodian to apply for the Hong Kong
Offer Shares on your behalf through the HKSCC EIPO Channel,
you (and, if you are joint applicants, each of you jointly and
severally) are deemed to have instructed and authorised HKSCC to
cause HKSCC Nominees (acting as nominee for the relevant
HKSCC Participants) to arrange payment of the Offer Price,
brokerage, SFC transaction levy, the Stock Exchange trading fee
and the AFRC transaction levy by debiting the relevant nominee
bank account at the designated bank for your broker or custodian.
If you are applying through the HK eIPO White Form service, you
may refer to the table below for the amount payable for the number
of H Shares you have selected. You must pay the respective amount
payable on application in full upon application for Hong Kong
Offer Shares.
No. of
Hong Kong
Offer Shares
applied for
Amount payable (2)
on application/
successful allotment
No. of
Hong Kong
Offer Shares
applied for
Amount payable (2)
on application/
successful allotment
No. of
Hong Kong
Offer Shares
applied for
Amount payable (2)
on application/
successful allotment
No. of
Hong Kong
Offer Shares
applied for
Amount payable (2)
on application/
successful allotment
HK$ HK$ HK$ HK$
100 4,028.23 2,500 100,705.47 30,000 1,208,465.69 600,000 24,169,313.88
200 8,056.44 3,000 120,846.57 40,000 1,611,287.59 700,000 28,197,532.85
300 12,084.66 3,500 140,987.67 50,000 2,014,109.49 800,000 32,225,751.85
400 16,112.87 4,000 161,128.76 60,000 2,416,931.39 900,000 36,253,970.82
500 20,141.10 4,500 181,269.86 70,000 2,819,753.29 1,000,000 40,282,189.80
600 24,169.32 5,000 201,410.95 80,000 3,222,575.19 2,000,000 80,564,379.60
700 28,197.53 6,000 241,693.14 90,000 3,625,397.08 3,264,700
(1) 131,509,265.04
800 32,225.75 7,000 281,975.33 100,000 4,028,218.98
900 36,253.97 8,000 322,257.52 200,000 8,056,437.95
1,000 40,282.19 9,000 362,539.71 300,000 12,084,656.95
1,500 60,423.29 10,000 402,821.90 400,000 16,112,875.92
2,000 80,564.38 20,000 805,643.80 500,000 20,141,094.90
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 301 ---
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 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 the paragraph headed “— A. Application for Hong Kong Offer Shares —
3. Information Required to Apply” in this section. If you are suspected of submitting or cause to submit
more than one application, all of your applications will be rejected.
Multiple applications made either through (i) the HK eIPO White Form service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have made
an application through the HK eIPO White Form service or HKSCC EIPO channel, you or the
person(s) for whose benefit you have made the application shall not apply further for any Offer Shares
in the Global Offering.
The H Share Registrar would record all applications into its system and identify suspected
multiple applications with identical names and identification document numbers according to the Best
Practice Note on Treatment of Multiple/Suspected Multiple Applications (“ Best Practice Note ”) issued
by the Federation of Share Registrars Limited.
Since applications are subject to personal information collection statements, identification
documents numbers displayed are redacted.
6. Terms and Conditions of An Application
By applying for Hong Kong Offer Shares through the HK eIPO White Form service or HKSCC
EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things on your
behalf): (i) undertake to execute all relevant documents and instruct and authorize us and/or the Overall
Coordinators, as our agents, to execute any documents for you and to do on your behalf all things
necessary to register any Hong Kong Offer Shares allocated to you in your name or in the name of
HKSCC Nominees as required by the Articles of Association, and (if you are applying through the
HKSCC EIPO channel) to deposit the allotted Hong Kong Offer Shares directly into CCASS for the
credit of your designated HKSCC Participant’s stock account on your behalf; (ii) confirm that you have
read and understand the terms and conditions and application procedures set out in this prospectus and
the designated website of the HK eIPO White Form service (or as the case may be, the agreement you
entered into with your broker or custodian), and agree to be bound by them; (iii) (if you are applying
through the HKSCC EIPO channel) agree to the arrangements, undertakings and warranties under the
participant agreement between your broker or custodian and HKSCC and observe the General Rules of
HKSCC and the HKSCC Operational Procedures for giving application instructions to apply for Hong
Kong Offer Shares; (iv) confirm that you are aware of the restrictions on offers and sales of shares set
out in this prospectus and they do not apply to you, or the person(s) for whose benefit you have made
the application; (v) confirm that you have read this prospectus and any supplement to it and have relied
only on the information and representations contained therein in making your application (or as the case
may be, causing your application to be made) and will not rely on any other information or
representations; (vi) agree that our Company, the Joint Sponsors, the Overall Coordinators, the Joint
Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market
HOW TO APPLY FOR HONG KONG OFFER SHARES
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Intermediaries, the Underwriters, and any of their or our Company’s respective directors, officers,
employees, partners, agents, advisers, and representatives, and any other parties involved in the Global
Offering (collectively, the “ Relevant Persons ”), the H Share Registrar and HKSCC will not be liable
for any information and representations not in this prospectus and any supplement to it; (vii) agree to
disclose the details of your application and your personal data and any other personal data which may
be required about you and the person(s) for whose benefit you have made the application to us, the
Relevant Persons, the H Share Registrar, HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and
any other statutory regulatory or governmental bodies or otherwise as required by laws, rules or
regulations, for the purposes under the paragraph headed “— G. Personal Data — 3. Purposes and 4.
Transfer of personal data” in this section; (viii) agree (without prejudice to any other rights which you
may have once your application (or as the case may be, HKSCC Nominees’ application) has been
accepted) that you will not rescind it because of an innocent misrepresentation; (ix) agree that subject
to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any
application made by you or HKSCC Nominees on your behalf cannot be revoked once it is accepted,
which will be evidenced by the notification of the result of the ballot by the H Share Registrar by way
of publication of the results at the time and in the manner as specified in the paragraph headed “— B.
Publication of Results” in this section; (x) confirm that you are aware of the situations specified in the
paragraph headed “— C. Circumstances In Which You Will Not Be Allocated Hong Kong Offer Shares”
in this section; (xi) agree that your application or HKSCC Nominees’ application, any acceptance of it
and the resulting contract will be governed by and construed in accordance with the laws of Hong
Kong; (xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place outside Hong
Kong that apply to your application and that neither we nor the Relevant Persons will breach any law
inside and/or outside Hong Kong as a result of the acceptance of your offer to purchase, or any action
arising from your rights and obligations under the terms and conditions contained in this prospectus;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not financed
directly or indirectly by our Company, any of the directors, chief executives, substantial Shareholder(s)
or existing shareholder(s) of our Company or any of our 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 our 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; (xiv) warrant that the information you have provided is true and accurate; (xv) confirm
that you understand that we and the Overall Coordinators will rely on your declarations and
representations in deciding whether or not to allocate any Hong Kong Offer Shares to you and that you
may be prosecuted for making a false declaration; (xvi) agree to accept Hong Kong Offer Shares
applied for or any lesser number allocated to you under the application; (xvii) declare and represent that
this is the only application made and the only application intended by you to be made to benefit you or
the person for whose benefit you are applying; (xviii) (if the application is made for your own benefit)
warrant that no other application has been or will be made for your benefit by giving electronic
application instructions to HKSCC directly or indirectly or through the application channel of the HK
eIPO White Form service or by any one as your agent or by any other person; and (xix) (if you are
making the application as an agent for the benefit of another person) warrant that (1) no other
application has been or will be made by you as agent for or for the benefit of that person or by that
person or by any other person as agent for that person by giving electronic application instructions to
HKSCC or the HK eIPO White Form Service Provider and (2) you have due authority to give
electronic application instructions on behalf of that other person as its agent.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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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
(alternatively:
www.tricor.com.hk/ipo/result
) with a
“search by ID” function.
24 hours, from 11:00 p.m. on
Thursday, April 16, 2026 to 12:00
midnight on Wednesday, April 22,
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
(alternatively:
www.tricor.com.hk/ipo/result
).
The Stock Exchange’s website at
www.hkexnews.hk and our website at
www.gpixel.com which will provide
links to the above-mentioned websites of
the H Share Registrar.
No later than 11:00 p.m. on Thursday,
April 16, 2026 (Hong Kong time).
Telephone .... +852 3691 8488 — the allocation results
telephone enquiry line provided by the
H Share Registrar .
Between 9:00 a.m. and 6:00 p.m.,
from Friday, April 17, 2026 to
Wednesday, April 22, 2026, (Hong
Kong time) on a business day.
For those applying through HKSCC EIPO channel, you may also check with your broker or
custodian from 6:00 p.m. on Wednesday, April 15, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Wednesday, April 15, 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 level of indications of interest in the International Offering, the level
of applications in the Hong Kong Public Offering and the basis of allocations of Hong Kong Offer
Shares on the Stock Exchange’s website at www.hkexnews.hk
and our website at www.gpixel.com by
no later than 11:00 p.m. on Thursday, April 16, 2026 (Hong Kong time).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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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 for:
1. If your application is revoked:
Your application or the application made by HKSCC Nominees on your behalf may be revoked
pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Overall Coordinators, the H Share Registrar and their respective agents and nominees
have full discretion to reject or accept any application, or to accept only part of any application,
without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not grant
permission to list the H Shares either: (a) within three weeks from the closing date of the application
lists; or (b) within a longer period of up to six weeks if the Stock Exchange notifies us of that longer
period within three weeks of the closing date of the application lists.
4. If: (a) you make multiple applications or suspected multiple applications. You may refer to
the paragraph headed “— A. Application for Hong Kong Offer Shares — 5. Multiple
Applications Prohibited” in this section on what constitutes multiple applications; (b) your
application instruction is incomplete; (c) your payment (or confirmation of funds, as the case
may be) is not made correctly; (d) the Underwriting Agreements do not become
unconditional or are terminated; (e) we or the Overall Coordinators believe that by
accepting your application, it or we would violate applicable securities or other laws, rules or
regulations.
5. If there is money settlement failure for allotted H Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants will
be required to hold sufficient application funds on deposit with their designated bank before balloting.
After balloting of Hong Kong Offer Shares, the Receiving Bank will collect the portion of these funds
required to settle each HKSCC Participant’s actual Hong Kong Offer Share allotment from their
designated bank.
There is a risk of money settlement failure. In the extreme event of money settlement failure by
a HKSCC Participant (or its designated bank), who is acting on your behalf in settling payment for
your allotted 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
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 305 ---
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).
No temporary document of title will be issued in respect of the H Shares. No receipt will be
issued for sums paid on application.
H Share certificates will only become valid at 8:00 a.m. on the Listing Date, provided that the
Global Offering has become unconditional and the right of termination described in the section headed
“Underwriting — Underwriting Arrangements and Expenses — The Hong Kong Public Offering —
Hong Kong Underwriting Agreement — Grounds for Termination” has not been exercised. Investors
who trade the H Shares on the basis of publicly available allocation details prior to the receipt of H
Share certificates or prior to the H Share certificates becoming valid evidence of title do so entirely at
their own risk.
The 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
Dispatch/collection of H Share certificate 1
For application of 1,000,000 Hong Kong
Offer Shares or more .........
Collection in person at the H Share Registrar, Tricor Investor
Services Limited, at 17/F, Far East Finance Centre, 16
Harcourt Road, Hong Kong.
H Share certificate(s) will be issued in the name of
HKSCC Nominees, deposited into CCASS and
credited to your designated HKSCC Participant’s
stock account.
Time: from 9:00 a.m. to 1:00 p.m. on Friday, April 17, 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 authorised representative must bear a letter of
authorization from your corporation stamped with your
corporation’s chop.
Both individuals and authorised representatives must produce, at
the time of collection, evidence of identity acceptable to the
H Share Registrar.
Note: If you do not collect your H Share certificate(s)
personally within the time above, it/they will be sent to the
address specified in your application instructions by ordinary
post at your own risk.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 306 ---
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, April 16, 2026
Refund mechanism for surplus application monies paid by you
Date .................. Friday, April 17, 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 cheque(s) will be dispatched to the address as specified
in your application instructions by ordinary post at your own
risk.
1. Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or Extreme
Conditions in the morning on Thursday, April 16, 2026 rendering it impossible for the relevant H Share certificates to be
dispatched to HKSCC in a timely manner, the Company shall procure the H Share Registrar to arrange for delivery of the
supporting documents and H Share certificates in accordance with the contingency arrangements as agreed between them.
You may refer to “– E. Severe Weather Arrangements” in this section.
E. SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Tuesday, April 14, 2026 if, there is/are:(a) a
tropical cyclone warning signal number 8 or above;(b) a black rainstorm warning; and/or(c) 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, April 14, 2026.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the next
business day which does not have Severe Weather Signals in force at any time between 9:00 a.m. and
12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the listing date. Should there be any changes to the dates
mentioned in the section headed “Expected Timetable” in this prospectus, an announcement will be
made and published on the Stock Exchange’s website at www.hkexnews.hk
and our website at
www.gpixel.com of the revised timetable.
If a Severe Weather Signal is hoisted on Thursday, April 16, 2026, the H Share Registrar will
make appropriate arrangements for the delivery of the H Share certificates to the HKSCC Depository’s
service counter so that they would be available for trading on Friday, April 17, 2026.
If a Severe Weather Signal is hoisted on Thursday, April 16, 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 cancelled
(e.g. in the afternoon of Thursday, April 16, 2026 or on Friday, April 17, 2026).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 307 ---
If a Severe Weather Signal is hoisted on Friday, April 17, 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 cancelled (e.g. in the
afternoon of Friday, April 17, 2026 or on Monday, April 20, 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 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 advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data collected
and held by our Company, the H Share Registrar, the receiving bank and the Relevant Persons about
you in the same way as it applies to personal data about applicants other than HKSCC Nominees. This
personal data may include client identifier(s) and your identification information. By giving application
instructions to HKSCC, you acknowledge that you have read, understood and agree to all of the terms
of the Personal Information Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of, Hong
Kong Offer Shares, of the policies and practices of our Company and the H Share Registrar in relation
to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that
personal data supplied to our Company or its agents and the H Share Registrar is accurate and
up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into or
out of their names or in procuring the services of the H Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your application
for Hong Kong Offer Shares being rejected, or in the delay or the inability of our Company or the H
Share Registrar to effect transfers or otherwise render their services. It may also prevent or delay
registration or transfers of Hong Kong Offer Shares which you have successfully applied for and/or the
dispatch of H Share certificate(s) to which you are entitled.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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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: (a) processing your application and refund cheque and HK eIPO White Form
e-Auto Refund payment instruction(s), where applicable, verification of compliance with the terms and
application procedures set out in this prospectus and announcing results of allocation of Hong Kong
Offer Shares; (b) compliance with applicable laws and regulations in Hong Kong and elsewhere; —
registering new issues or transfers into or out of the names of the holders of the H Shares including,
where applicable, HKSCC Nominees; (c) maintaining or updating the register of members of our
Company; (d) verifying identities of applicants for and holders of the H Shares and identifying any
duplicate applications for the Shares; (e) facilitating Hong Kong Offer Shares balloting; (f) establishing
benefit entitlements of holders of the H Shares, such as dividends, rights issues, bonus issues, etc.; (g)
distributing communications from our Company and our subsidiaries; (h) compiling statistical
information and profiles of the holder of the H Shares; (i) disclosing relevant information to facilitate
claims on entitlements; and (j) any other incidental or associated purposes relating to the above and/or
to enable our Company and the H Share Registrar to discharge their obligations to applicants and
holders of the H Shares and/or regulators and/or any other purposes to which applicants and holders of
the H Shares may from time to time agree.
4. Transfer of personal data
Personal data held by our Company and the H Share Registrar relating to the applicants for and
holders of Hong Kong Offer Shares will be kept confidential but our Company and the H Share
Registrar may, to the extent necessary for achieving any of the above purposes, disclose, obtain or
transfer (whether within or outside Hong Kong) the personal data to, from or with any of the following:
(a) our Company’s appointed agents such as financial advisers, receiving bank and overseas principal
share registrar; (b) HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the H Share Registrar, in each case for the purposes of providing its services or
facilities or performing its functions in accordance with its rules or procedures and operating FINI and
CCASS (including where applicants for the Hong Kong Offer Shares request a deposit into CCASS);
(c) any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to our Company or the H Share Registrar in
connection with their respective business operation; (d) the Stock Exchange, the SFC and any other
statutory regulatory or governmental bodies or otherwise as required by laws, rules or regulations,
including for the purpose of the Stock Exchange’s administration of the Listing Rules and the SFC’s
performance of its statutory functions; and (e) any persons or institutions with which the holders of
Hong Kong Offer Shares have or propose to have dealings, such as their bankers, solicitors, accountants
or brokers etc.
5. Retention of personal data
Our Company and the H Share Registrar will keep the personal data of the applicants and holders
of Hong Kong Offer Shares for as long as necessary to fulfil the purposes for which the personal data
were collected. Personal data which is no longer required will be destroyed or dealt with in accordance
with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 309 ---
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether our
Company or the H Share Registrar hold their personal data, to obtain a copy of that data, and to correct
any data that is inaccurate. Our Company and the H Share Registrar have the right to charge a
reasonable fee for the processing of such requests. All requests for access to data or correction of data
should be addressed to our Company and the H Share Registrar, at their registered address disclosed in
the section headed “Corporate Information” in this prospectus or as notified from time to time, for the
attention of our company secretary, or the H Share Registrar for the attention of the privacy compliance
officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 310 ---
The following is the text of a report received from the reporting accountants of the Company,
Ernst & Young, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this
prospectus.
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hong Kong
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ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF GPIXEL CHANGCHUN MICROELECTRONICS INC., CITIC SECURITIES
(HONG KONG) LIMITED AND GUOTAI JUNAN CAPITAL LIMITED
INTRODUCTION
We report on the historical financial information of Gpixel Changchun Microelectronics Inc. (the
“Company ”) and its subsidiaries (together, the “ Group ”) set out on pages I-3 to I-100, which
comprises the consolidated statements of profit or loss, statements of comprehensive income, statements
of changes in equity and statements of cash flows of the Group for each of the years ended 31
December 2023, 2024 and 2025 (the “ Relevant Periods ”), and the consolidated statements of financial
position of the Group and the statements of financial position of the Company as at 31 December 2023,
2024 and 2025 and material accounting policy information and other explanatory information (together,
the “ Historical Financial Information ”). The Historical Financial Information set out on pages I-3 to
I-100 forms an integral part of this report, which has been prepared for inclusion in the prospectus of
the Company dated 9 April 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.
Our work involved performing procedures to obtain evidence about the amounts and disclosures in
the Historical Financial Information. The procedures selected depend on the reporting accountants’
judgement, including the assessment of risks of material misstatement of the Historical Financial
Information, whether due to fraud or error. In making those risk assessments, the reporting accountants
consider internal control relevant to the entity’s preparation of the Historical Financial Information that
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 311 ---
gives a true and fair view in accordance with the basis of preparation set out in note 2.1 to the
Historical Financial Information in order to design procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.
Our work also included evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
OPINION
In our opinion, the Historical Financial Information gives, for the purposes of the accountants’
report, a true and fair view of the financial position of the Group and the Company as at 31 December
2023, 2024 and 2025 and of the financial performance and cash flows of the Group for each of the
Relevant Periods in accordance with the basis of preparation set out in note 2.1 to the Historical
Financial Information.
REPORT ON MATTERS UNDER THE RULES GOVERNING THE LISTING OF SECURITIES
ON THE STOCK EXCHANGE AND THE COMPANIES (WINDING UP AND MISCELLANEOUS
PROVISIONS) ORDINANCE
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying Financial
Statements as defined on page I-3 have been made.
Dividends
We refer to note 11 to the Historical Financial Information which contains information about the
dividends paid by the Company in respect of the Relevant Periods.
Ernst & Young
Certified Public Accountants
Hong Kong
9 April 2026
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 312 ---
I HISTORICAL FINANCIAL INFORMATION
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The 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 issued by the Hong Kong Institute of Certified Public Accountants (the “ Underlying
Financial Statements ”).
The Historical Financial Information is presented in Renminbi (“ RMB”) and all values are
rounded to the nearest thousand (RMB’000) except when otherwise indicated.
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
Year ended 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
REVENUE ........................ 5 604,835 673,048 856,513
Cost of sales ....................... (220,881) (276,186) (283,232)
Gross profit ........................ 383,954 396,862 573,281
Other income and gains ............... 5 29,542 55,161 58,150
Selling expenses ..................... (22,653) (27,858) (29,446)
Administrative expenses ............... (62,196) (64,721) (84,060)
Research and development expenses ...... (131,546) (130,215) (186,168)
Impairment losses on trade receivables, net . (1,948) (2,128) (6,276)
Other expenses ...................... (919) (3,154) (9)
Finance costs ....................... 7 (1,372) (868) (790)
Share of losses of associates ............ (2,371) (2,243) (561)
PROFIT BEFORE TAX .............. 6 190,491 220,836 324,121
Income tax expense .................. 10 (20,644) (23,854) (30,975)
PROFIT FOR THE YEAR ............ 169,847 196,982 293,146
Attributable to:
Owners of the parent ................ 174,199 198,675 294,182
Non-controlling interests ............. (4,352) (1,693) (1,036)
169,847 196,982 293,146
EARNINGS PER SHARE
ATTRIBUTABLE TO ORDINARY
EQUITY HOLDERS OF THE PARENT
Basic and diluted (RMB yuan) ........... 12 0.47 0.54 0.80
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 313 ---
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
PROFIT FOR THE YEAR ............. 169,847 196,982 293,146
OTHER COMPREHENSIVE
(LOSS)/INCOME
Other comprehensive (loss)/income that may
be reclassified to profit or loss in
subsequent periods:
Exchange differences on translation of
foreign operations ................. (687) (2,590) 2,088
Net other comprehensive (loss)/income that
may be reclassified to profit or loss in
subsequent periods .................. (687) (2,590) 2,088
Other comprehensive income that will not be
reclassified to profit or loss in subsequent
periods:
Equity investments designated at fair value
through other comprehensive income:
Changes in fair value ................ — 2,543 25,173
Income tax effect ................... — (254) (2,517)
Net other comprehensive income that will not
be reclassified to profit or loss in
subsequent periods .................. — 2,289 22,656
OTHER COMPREHENSIVE
(LOSS)/INCOME FOR THE YEAR,
NET OF TAX ...................... (687) (301) 24,744
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR .................. 169,160 196,681 317,890
Attributable to:
Owners of the parent ................. 173,322 198,560 318,467
Non-controlling interests .............. (4,162) (1,879) (577)
169,160 196,681 317,890
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 314 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment ........... 13 49,306 51,632 54,531
Time deposits ...................... 22 — — 30,622
Right-of-use assets ................... 14(a) 11,661 9,963 3,244
Other intangible assets ................ 15 13,393 8,229 23,048
Investment in associates ............... 16 6,785 11,443 10,944
Equity investments designated at fair value
through other comprehensive income .... 17 75,886 78,429 103,602
Financial assets at fair value through profit
and loss ......................... 21 15,127 18,700 20,301
Prepayments, other receivables and other
assets ........................... 20 454 1,259 2,504
Deferred tax assets ................... 28 3,444 2,555 437
Total non-current assets ............... 176,056 182,210 249,233
CURRENT ASSETS
Inventories ......................... 18 373,143 286,681 352,986
Trade and notes receivables ............. 19 114,684 184,746 235,336
Prepayments, other receivables and other
assets ........................... 20 28,670 20,962 33,474
Tax recoverable ..................... — 654 9
Financial assets at fair value through profit
or loss .......................... 21 90,625 100,894 271,197
Restricted cash ...................... 22 3,278 2,167 489
Cash and cash equivalents .............. 22 92,713 402,984 236,305
Time deposits ....................... 22 434,719 309,782 708,029
Total current assets ................... 1,137,832 1,308,870 1,837,825
CURRENT LIABILITIES
Trade and notes payables .............. 23 62,185 30,334 81,158
Other payables and accruals ............ 24 121,189 91,753 293,747
Interest-bearing bank borrowings ......... 26 2,000 — —
Derivative financial instruments ......... 25 — 199 —
Provision .......................... 27 2,525 2,553 3,973
Lease liabilities ..................... 14(b) 4,273 7,810 5,803
Tax payable ........................ 8,067 10,715 18,678
Total current liabilities ................ 200,239 143,364 403,359
NET CURRENT ASSETS ............. 937,593 1,165,506 1,434,466
TOTAL ASSETS LESS CURRENT
LIABILITIES .................... 1,113,649 1,347,716 1,683,699
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 315 ---
As at 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT LIABILITIES
Other payables and accruals ............ 24 139,781 129,399 111,430
Lease liabilities ..................... 14(b) 10,720 6,307 519
Total non-current liabilities ............. 150,501 135,706 111,949
Net assets ......................... 963,148 1,212,010 1,571,750
EQUITY
Equity attributable to owners
of the parent
Share capital ....................... 29 370,000 370,000 370,000
Reserves .......................... 31 581,325 830,976 1,189,738
951,325 1,200,976 1,559,738
Non-controlling interests ............... 11,823 11,034 12,012
Total equity ........................ 963,148 1,212,010 1,571,750
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 316 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Year ended 31 December 2023
Attributable to owners of the parent
Share
capital
Equity
reserves *
Statutory
surplus
reserve *
Share
option/award
reserve *
Exchange
fluctuation
reserve *
Accumulated
loss* Total
Non-controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 29) (note 31) (note 31) (note 30) (note 31)
At 1 January 2023 ........... 370,000 569,378 — 11,014 (2,008) (222,353) 726,031 14,362 740,393
Profit for the year ........... ————— 174,199 174,199 (4,352) 169,847
Exchange differences on translation of
foreign operations .......... ———— ( 8 7 7 ) — ( 8 7 7 ) 1 9 0 (687)
Total comprehensive income for the year . ———— ( 8 7 7 ) 174,199 173,322 (4,162) 169,160
Equity-settled share-based payments
arrangement (note 30) ......... — — — 51,358 — — 51,358 1,519 52,877
Transfer to statutory surplus reserve ... — — 2,061 — — (2,061) — — —
Share of reserves of associates ..... — 6 1 4———— 6 1 4 1 0 4 7 1 8
At 31 December 2023 .......... 370,000 569,992 2,061 62,372 (2,885) (50,215) 951,325 11,823 963,148
Year ended 31 December 2024
Attributable to owners of the parent
Share
capital
Equity
reserves *
Fair value
reserve of
financial
assets at
fair value
through
other
comprehensive
income *
Statutory
surplus
reserve *
Share
option/award
reserve *
Exchange
fluctuation
reserve *
Retained
profits * Total
Non-controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 29) (note 31) (note 31) (note 30) (note 31)
At 1 January 2024 .......... 370,000 569,992 — 2,061 62,372 (2,885) (50,215) 951,325 11,823 963,148
Profit for the year .......... —————— 198,675 198,675 (1,693) 196,982
Exchange differences on translation of
foreign operations ......... ————— (2,404) — (2,404) (186) (2,590)
Change in fair value of equity
investments at fair value through
other comprehensive income,
n e to ft a x ............. —— 2 , 2 8 9———— 2,289 — 2,289
Total comprehensive income for
the year .............. — — 2,289 — — (2,404) 198,675 198,560 (1,879) 196,681
Equity-settled share-based payments
arrangement (note 30) ....... ———— 51,147 — — 51,147 1,105 52,252
Transfer to statutory surplus reserve . — — — 20,782 — — (20,782) — — —
Share of reserves of associates .... — ( 5 6 ) ————— (56) (15) (71)
At 31 December 2024 ........ 370,000 569,936 2,289 22,843 113,519 (5,289) 127,678 1,200,976 11,034 1,212,010
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 317 ---
Year ended 31 December 2025
Attributable to owners of the parent
Share
capital
Equity
reserves *
Fair value
reserve of
financial
assets at fair
value
through
other
comprehensive
income *
Statutory
surplus
reserve *
Share
option/award
reserve *
Exchange
fluctuation
reserve *
Retained
profits * Total
Non-controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 29) (note 31) (note 31) (note 30) (note 31)
At 1 January 2025 ........... 370,000 569,936 2,289 22,843 113,519 (5,289) 127,678 1,200,976 11,034 1,212,010
Profit for the year ........... —————— 294,182 294,182 (1,036) 293,146
Exchange differences on translation of
foreign operations .......... ————— 1,629 — 1,629 459 2,088
Change in fair value of equity
investments at fair value through other
comprehensive income, net of tax ... — — 22,656 — — — — 22,656 — 22,656
Total comprehensive income for the year . — — 22,656 — — 1,629 294,182 318,467 (577) 317,890
Equity-settled share-based payments
arrangement (note 30) ........ ———— 58,755 — — 58,755 1,555 60,310
Transfer to statutory surplus reserve ... — — — 29,311 — — (29,311) — — —
Dividends declared to shareholders ... —————— (18,500) (18,500) — (18,500)
Share of reserves of associates ..... —4 0—————4 0—4 0
At 31 December 2025 ......... 370,000 569,976 24,945 52,154 172,274 (3,660) 374,049 1,559,738 12,012 1,571,750
These reserve accounts comprise the consolidated reserves of RMB581,325,000, RMB830,976,000
and RMB1,189,738,000 in the consolidated statements of financial position as at 31 December 2023,
2024 and 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 318 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
CASH FLOWS FROM OPERATING
ACTIVITIES
Profit before tax ..................... 190,491 220,836 324,121
Adjustments for:
Interest income .................... (8,468) (10,294) (10,698)
Finance costs ..................... 7 1,372 868 790
Depreciation of property, plant and
equipment ...................... 13 9,382 10,773 12,243
Amortisation of other intangible assets ... 15 10,476 12,227 13,460
Depreciation of right-of-use assets ...... 14 4,795 5,859 6,239
Impairment of inventories ............ 20,996 10,743 18,087
Investment income from financial assets
at fair value through profit or loss .... (1,262) (3,607) (6,278)
Loss/(gain) on disposal of property, plant
and equipment, net ................ (3) 358 (59)
Impairment losses on trade receivables,
net ........................... 1,948 2,128 6,276
Loss/(gain) on derecognition of
right-of-use assets ................ 24 (319) —
Fair value changes of financial assets
with the fair value changes through
profit or loss .................... (664) (4,361) (2,985)
Dividend income from equity investments
at fair value through profit or loss .... (248) (14) —
Share-based payments expense ......... 52,877 52,252 60,310
Share of losses of associates .......... 16 2,371 2,243 561
Foreign exchange differences, net ....... (983) (665) 1,835
283,104 299,027 423,902
(Increase)/decrease in inventories ........ (90,370) 75,719 (84,743)
Increase in trade and notes receivables ..... (4,652) (72,377) (61,741)
(Increase)/decrease in prepayments, other
receivables and other assets ........... (10,865) 7,054 (6,732)
Decrease in restricted cash ............. 738 — 70
Increase/(decrease) in trade and notes
payables ......................... 36,279 (31,851) 46,180
Increase/(decrease) in other payables and
accruals ......................... 10,814 5,708 23,069
Increase/(decrease) in contract liabilities ... 1,468 (38,150) 147,687
(Decrease)/increase in provision ......... (273) 28 1,420
Cash generated from operations .......... 226,243 245,158 489,112
Income tax paid ..................... (17,985) (20,317) (22,766)
Net cash flows from operating activities ... 208,258 224,841 466,346
APPENDIX I ACCOUNTANTS’ REPORT
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Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchases of items of property, plant and
equipment ........................ (17,228) (15,708) (9,158)
Purchases of other intangible assets ....... (10,867) (13,120) (15,336)
Proceeds from disposal of items of property,
plant and equipment ................ 170 42 128
Purchases of financial assets at fair value
through profit or loss ................ (297,000) (1,135,000) (1,828,000)
Recovery/(payment) of restricted cash ..... — (1,650) 1,650
Purchases of equity investments designated
at fair value through other comprehensive
income .......................... (39,000) — —
Purchase of shareholding of an associate ... — (7,000) —
Placement of time deposits ............. (600,000) (362,715) (460,000)
Withdrawal of time deposits ............ 322,000 490,000 40,000
Repayment of financial assets at fair value
through profit or loss ................ 227,000 1,125,093 1,658,188
Dividend received .................... 248 14 —
Interest received ..................... 6,737 12,178 8,802
Net cash flows (used in)/from investing
activities ......................... (407,940) 92,134 (603,726)
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from bank borrowings .......... 1,987 — —
Repayment of bank borrowings .......... (1,500) (2,045) —
Payments of professional fees ........... (1,858) (212) —
Payments of listing expenses ............ — — (2,831)
(Payment)/recovery of restricted cash ...... (3,083) 2,761 —
Repayment of principal portion of lease
liabilities ........................ (2,632) (4,617) (5,729)
Interest paid ........................ (643) (632) (363)
Dividend paid ....................... — — (18,500)
Net cash flows used in financing activities .. (7,729) (4,745) (27,423)
NET (DECREASE)/INCREASE IN CASH
AND CASH EQUIV ALENTS ......... (207,411) 312,230 (164,803)
Cash and cash equivalents at beginning of
year ............................ 299,369 92,713 402,984
Effect of foreign exchange rate changes,
net ............................. 755 (1,959) (1,876)
CASH AND CASH EQUIV ALENTS AT
END OF YEAR ................... 92,713 402,984 236,305
APPENDIX I ACCOUNTANTS’ REPORT
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Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
ANALYSIS OF BALANCES OF CASH
AND CASH EQUIV ALENTS
Cash and bank balances ............... 22 91,980 405,151 236,794
Non-pledged time deposits with original
maturity of less than three months when
acquired ......................... 4,011 — —
Less: restricted cash .................. 22 3,278 2,167 489
Cash and cash equivalents as stated in the
consolidated statements of financial
position and the consolidated statements
of cash flows ..................... 92,713 402,984 236,305
APPENDIX I ACCOUNTANTS’ REPORT
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STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment ........... 13 28,496 28,993 32,206
Time deposits ....................... 22 — — 30,622
Right-of-use assets ................... 14(a) 2,834 2,452 500
Other intangible assets ................ 15 2,841 4,147 5,799
Investments in associates .............. 16 5,696 11,220 10,667
Investments in subsidiaries ............. 38 101,290 413,251 429,039
Equity investments designated at fair value
through other comprehensive income .... 17 75,886 78,429 103,602
Financial asset at fair value through profit
and loss ......................... 21 15,127 18,700 20,301
Prepayments, other receivables and other
assets ........................... 20 386 1,180 2,446
Deferred tax assets ................... 28 2,217 1,789 —
Total non-current assets ............... 234,773 560,161 635,182
CURRENT ASSETS
Inventories ......................... 18 303,939 218,913 267,825
Trade and notes receivables ............. 19 78,296 122,706 95,574
Prepayments, other receivables and other
assets ........................... 20 10,370 5,763 13,794
Financial assets at fair value through profit
or loss .......................... 21 65,292 50,518 45,063
Due from subsidiaries ................. 39 306,779 71,691 477,811
Cash and cash equivalents .............. 22 26,421 140,311 91,424
Time deposits ....................... 22 171,200 246,802 373,177
Total current assets ................... 962,297 856,704 1,364,668
CURRENT LIABILITIES
Trade and notes payables .............. 23 59,966 25,912 77,363
Other payables and accruals ............ 24 67,314 54,090 175,097
Interest-bearing bank borrowings ......... 26 2,000 — —
Provision .......................... 27 2,525 2,553 3,664
Lease liabilities ..................... 14(b) — 2,109 2,947
Due to subsidiaries ................... 39 2,867 13,376 58,628
Tax payable ........................ 6,975 10,715 17,657
Total current liabilities ................ 141,647 108,755 335,356
NET CURRENT ASSETS ............. 820,650 747,949 1,029,312
TOTAL ASSETS LESS CURRENT
LIABILITIES .................... 1,055,423 1,308,110 1,664,494
APPENDIX I ACCOUNTANTS’ REPORT
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As at 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT LIABILITIES
Other payables and accruals ............ 24 9,608 1,272 3,278
Lease liabilities ..................... 14(b) 5,057 3,741 492
Deferred tax liabilities ................ 28 —— 6
Total non-current liabilities ............. 14,665 5,013 3,776
Net assets ......................... 1,040,758 1,303,097 1,660,718
EQUITY
Share capital ....................... 29 370,000 370,000 370,000
Reserves .......................... 31 670,758 933,097 1,290,718
Total equity ........................ 1,040,758 1,303,097 1,660,718
APPENDIX I ACCOUNTANTS’ REPORT
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II NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE INFORMATION
The Company is a limited liability company established in the People’s Republic of China (the
“PRC”) on 3 September 2012. The registered office of the Company is located at Office Buildings 1
and 5, Phase I, Optoelectronic Information Industrial Park, No. 7691, Ziyou Road, Changchun
Economic and Technological, Development Zone, Jilin Province, PRC.
During the Relevant Periods, the Company and its subsidiaries (together, the “ Group ”) were
involved in the research and development, design and sale of CMOS image sensors, as well as related
customised services.
As at the end of the Relevant Periods, the Company had direct and indirect interests in its
subsidiaries, all of which are private limited liability companies, the particulars of the Company’s
subsidiaries of which are set out below:
Name
Place and date of
incorporation/
registration and
place of operations
Nominal value
of registered share
capital
Percentage of
equity attributable to
the Company
Principal activitiesDirect Indirect
Gpixel Hangzhou
Microelectronics Inc.*
(“Gpixel Hangzhou ”)
(ʮ
̡)................
PRC/Chinese
mainland
20 July 2020
RMB15,000,000 91.67 — Research and development,
design and sale of CMOS
image sensors, as well as
related customisation services
Gpixel Dalian Microelectronics
Inc.* (“ Gpixel Dalian ”) ( ɽ
ʮ̡ )
PRC/Chinese
mainland
1 December 2021
RMB5,000,000 100 — Research and development,
design and sale of CMOS
image sensors, as well as
related customisation services
Gpixel Japanٟ
“(Gpixel Japan ”) .......
Japan
7 January 2016
JPY350,350,000 100 — Module research and
development, as well as the
procurement of raw materials
and packaging services
GPIXEL NV
(“Gpixel Belgium ”)......
Belgium
9 August 2018
EUR640,000 68.36 — Research and development,
design and sale of CMOS
image sensors, as well as
related customisation services
Changchun Changguang
Yuanxin Integrated Circuit
Co., Ltd.* (“ Changguang
Yuanxin”) (ණ
ʮ̡ ) .......
PRC/Chinese
mainland
30 October 2020
RMB25,500,000 50.98 — Packaging of CMOS image
sensors
Gpixel Microelectronics (HK)
Limited (“ Gpixel HK ”) ...
Hong Kong
30 December
2025
US$10,000,000 100 — Research and development,
design and sale of CMOS
image sensors, as well as
related customisation services
APPENDIX I ACCOUNTANTS’ REPORT
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* The English names of these entities registered in the PRC represent the best efforts made by the management of the
Company to directly translate their Chinese names as they did not register any official English names.
2.1 BASIS OF PREPARATION
The Historical Financial Information has been prepared in accordance with HKFRS Accounting
Standards (which include all Hong Kong Financial Reporting Standards, Hong Kong Accounting
Standards (“ HKASs ”) and Interpretations) as issued by the HKICPA. All HKFRS Accounting Standards
effective for the accounting period commencing from 1 January 2025 together with the relevant
transitional provisions, have been early adopted by the Group in the preparation of the Historical
Financial Information throughout the Relevant Periods.
The Historical Financial Information has been prepared under the historical cost convention,
except for financial assets at fair value through profit or loss, financial assets at fair value through other
comprehensive income and derivative financial instruments which have been measured at fair value.
Basis of consolidation
The Historical Financial Information include the financial statements of the Company and its
subsidiaries for the Relevant Periods. A subsidiary is an entity (including a structured entity), directly
or indirectly, controlled by the Company. Control is achieved when the Group is exposed, or has rights,
to variable returns from its involvement with the investee and has the ability to affect those returns
through its power over the investee (i.e., existing rights that give the Group the current ability to direct
the relevant activities of the investee).
Generally, there is a presumption that a majority of voting rights results in control. When the
Company has less than a majority of the voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:
(a) the contractual arrangement with the other vote holders of the investee;
(b) rights arising from other contractual arrangements; and
(c) the Group’s voting rights and potential voting rights.
The financial statements of the subsidiaries are prepared for the same reporting periods 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 combined until the date that such control
ceases.
Profit or loss and each component of other comprehensive income are attributed to the owners of
the parent of the Group and to the non-controlling interests, even if this results in the non-controlling
interests having a deficit balance. All intra-group assets and liabilities, equity, income, expenses and
cash flows relating to transactions between members of the Group are eliminated in full on
consolidation.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate
that there are changes to one or more of the three elements of control described above. A change in the
ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including
goodwill), liabilities, any non-controlling interest and the exchange fluctuation reserve; and recognises
the fair value of any investment retained and any resulting surplus or deficit in profit or loss. The
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Group’s share of components previously recognised in other comprehensive income is reclassified to
profit or loss or retained profits, as appropriate, on the same basis as would be required if the Group
had directly disposed of the related assets or liabilities.
2.2 ISSUED BUT NOT YET EFFECTIVE HKFRS ACCOUNTING STANDARDS
The Group has not applied the following new and amended HKFRS Accounting Standards, that
have been issued but are not yet effective, in the Historical Financial Information. The Group intends to
apply these new and amended HKFRS Accounting Standards, if applicable, when they become
effective.
HKFRS 18 Presentation and Disclosure in Financial Statements
2
HKFRS 19 and its amendments Subsidiaries without Public Accountability: Disclosures 2
Amendments to HKFRS 9 and
HKFRS 7
Amendments to the Classification and Measurement of
Financial Instruments 1
Amendments to HKFRS 9 and
HKFRS 7
Contracts Referencing Nature-dependent Electricity 1
Amendments to HKFRS 10 and
HKAS 28
Sale or Contribution of Assets between an Investor and its
Associate or Joint V enture 3
Amendments to HKAS 21 Translation to a Hyperinflationary Presentation Currency 2
Annual Improvements to HKFRS
Accounting Standards — V olume 11
Amendments to HKFRS 1, HKFRS 7, HKFRS 9, HKFRS 10
and HKAS 7 1
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
HKFRS 18 sets out requirements on presentation and disclosures in financial statements and it
will replace HKAS 1 Presentation of Financial Statements. The new HKFRS Accounting Standard
introduces new requirements to present specified categories and defined subtotals in the statement of
profit or loss; provide disclosures on management-defined performance measures in the notes to the
financial statements and improve aggregation and disaggregation of information to be disclosed in the
financial statements. Minor amendments to HKAS 7 Statement of Cash Flows and HKAS 33 Earnings
per Share are also made. HKFRS 18 will be effective for annual periods beginning on or after 1 January
2027, with early application permitted. The application of the new standard is not expected to have
material impact on the financial performance and financial position the Group but is expected to affect
the disclosures in the future financial statements. The Group will continue to assess the impact of
HKFRS 18 on the Group’s consolidated financial statements.
Except for the HKFRS 18, the adoption of the above standards and amendments will not expect to
have significant impact on the operating results, comprehensive income and financial position of the
Group.
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.
APPENDIX I ACCOUNTANTS’ REPORT
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The Group’s investments in associates 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 associates
is included in profit or loss and other comprehensive income, respectively. In addition, when there has
been a change recognised directly in the equity of associates, 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 associates are eliminated to the extent of
the Group’s investments in the associates, except where unrealised losses provide evidence of an
impairment of the assets transferred. Goodwill arising from the acquisition of associates is included as
part of the Group’s investments in associates.
If an investment in an associate becomes an investment in a joint venture or vice versa, the
retained interest is not remeasured. Instead, the investment continues to be accounted for under the
equity method. In all other cases, 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.
Business combinations
Business combinations are accounted for using the acquisition method. The consideration
transferred is measured at the acquisition date fair value which is the sum of the acquisition date fair
values of assets transferred by the Group, liabilities assumed by the Group to the former owners of the
acquiree and the equity interests issued by the Group in exchange for control of the acquiree. For each
business combination, the Group elects whether to measure the non-controlling interests in the acquiree
at fair value or at the proportionate share of the acquiree’s identifiable net assets. All other components
of non-controlling interests are measured at fair value. Acquisition-related costs are expensed as
incurred.
The Group determines that it has acquired a business when the acquired set of activities and assets
includes an input and a substantive process that together significantly contribute to the ability to create
outputs.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts of the acquiree.
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the
acquisition date. Contingent consideration classified as an asset or liability is measured at fair value
with changes in fair value recognised in profit or loss. Contingent consideration that is classified as
equity is not remeasured and subsequent settlement is accounted for within equity.
Fair value measurement
The Group measures its derivative financial instruments, financial assets at fair value through
other comprehensive income and financial assets at fair value through profit or loss 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
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advantageous market must be accessible by the Group. The fair value of an asset or a liability is
measured using the assumptions that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability
to generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the Historical Financial
Information are categorised within the fair value hierarchy, described as follows, based on the lowest
level input that is significant to the fair value measurement as a whole:
Level 1 — based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 — based on valuation techniques for which the lowest level input that is significant to the
fair value measurement is observable, either directly or indirectly
Level 3 — based on valuation techniques for which the lowest level input that is significant to the
fair value measurement is unobservable
For assets and liabilities that are recognised in the Historical Financial Information on a recurring
basis, the Group determines whether transfers have occurred between levels in the hierarchy by
reassessing categorisation (based on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each of the Relevant Periods.
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is
required (other than inventories, 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.
In testing a cash-generating unit for impairment, a portion of the carrying amount of a corporate
asset (e.g., a headquarters building) is allocated to an individual cash-generating unit if it can be
allocated on a reasonable and consistent basis or, otherwise, to the smallest group of cash-generating
units.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable
amount. In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset. An impairment loss is charged to profit or loss in the period in which it
arises in those expense categories consistent with the function of the impaired asset.
An assessment is made at the end of each of the Relevant Periods as to whether there is an
indication that previously recognised impairment losses may no longer exist or may have decreased. If
such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss
of an asset other than goodwill is reversed only if there has been a change in the estimates used to
APPENDIX I ACCOUNTANTS’ REPORT
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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 amortisation/depreciation) had no impairment loss been
recognised for the asset in prior years. A reversal of such an impairment loss is credited to profit or loss
in the period in which it arises.
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 fellow subsidiary of the other entity);
(iii) the entity and the Group are joint ventures of the same third party;
(iv) one entity is a joint venture of a third entity and the other entity is an associate of the
third entity;
(v) the entity is a post-employment benefit plan for the benefit of employees of either the
Group or an entity related to the Group;
(vi) the entity is controlled or jointly controlled by a person identified in (a);
(vii) a person identified in (a)(i) has significant influence over the entity or is a member of
the key management personnel of the entity (or of a parent of the entity); and
(viii) the entity, or any member of a group of which it is a part, provides key management
personnel services to the Group or to the parent of the Group.
Property, plant and equipment and depreciation
Property, plant and equipment, other than construction in progress, are stated at cost less
accumulated depreciation and any impairment losses. The cost of an item of property, plant and
equipment comprises its purchase price and any directly attributable costs of bringing the asset to its
working condition and location for its intended use.
Expenditure incurred after items of property, plant and equipment have been put into operation,
such as repairs and maintenance, is normally charged to profit or loss in the period in which it is
incurred. In situations where the recognition criteria are satisfied, the expenditure for a major
APPENDIX I ACCOUNTANTS’ REPORT
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inspection is capitalised in the carrying amount of the asset as a replacement. Where significant parts of
property, plant and equipment are required to be replaced at intervals, the Group recognises such parts
as individual assets with specific useful lives and depreciates them accordingly.
Depreciation is calculated on the straight-line basis to write off the cost of each item of property,
plant and equipment to its residual value over its estimated useful life. The estimated useful lives of
property, plant and equipment are as follows:
Leasehold improvements ........................... Estimated benefit period
Buildings ...................................... 20 to 40 years
Plant and machinery ............................... 10 years
Electronic devices ................................ 3 to 5 years
Motor vehicles .................................. 3 to 5 years
Office equipment ................................ 3 to 5 years
Where parts of an item of property, plant and equipment have different useful lives, the cost of
that item is allocated on a reasonable basis among the parts and each part is depreciated separately.
Residual values, useful lives and the depreciation method are reviewed, and adjusted if appropriate, at
the end of each of the Relevant Periods.
An item of property, plant and equipment including any significant part initially recognised is
derecognised upon disposal or when no future economic benefits are expected from its use or disposal.
Any gain or loss on disposal or retirement recognised in the profit or loss in the year the asset is
derecognised is the difference between the net sales proceeds and the carrying amount of the relevant
asset.
Construction in progress 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 amortised over the useful economic life and assessed for impairment
whenever there is an indication that the intangible asset may be impaired. The amortisation period and
the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end
of each of the Relevant Periods.
Software
Purchased software is stated at cost less any impairment losses and is amortised on the
straight-line basis over the estimated useful life of the authorised period or 10 years, whichever is
shorter.
Proprietary technology
Proprietary technology is stated at cost less any impairment losses and is amortised on the
straight-line basis over the estimated useful life of 10 years.
APPENDIX I ACCOUNTANTS’ REPORT
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Patents
Patents are stated at cost less any impairment losses and are amortised on the straight-line basis
over their estimated useful lives of 10 years.
Research and development costs
All research costs are charged to profit or loss as incurred.
Expenditure incurred on projects to develop new products is capitalised and deferred only when
the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be
available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset
will generate future economic benefits, the availability of resources to complete the project and the
ability to measure reliably the expenditure during the development. Product development expenditure
which does not meet these criteria is expensed when incurred.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is,
or contains, a lease if the contract conveys the right to control the use of an identified asset for a period
of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for
short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease
payments and right-of-use assets representing the right to use the underlying assets.
(a) Right-of-use assets
Right-of-use assets are recognised at the commencement date of the lease (that is the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less accumulated
depreciation and any impairment losses, and adjusted for any remeasurement of lease liabilities. The
cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs
incurred, and lease payments made at or before the commencement date less any lease incentives
received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease terms
and the estimated useful lives of the assets as follows:
Office premises .................................................. 2 to 7 years
If ownership of the leased asset transfers to the Group by the end of the lease term or the cost
reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of
the asset.
(b) Lease liabilities
Lease liabilities are recognised at the commencement date of the lease at the present value of
lease payments to be made over the lease term. The lease payments include fixed payments (including
in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend
on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease
payments also include the exercise price of a purchase option reasonably certain to be exercised by the
Group and payments of penalties for termination of a lease, if the lease term reflects the Group
APPENDIX I ACCOUNTANTS’ REPORT
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exercising the option to terminate the lease. The variable lease payments that do not depend on an
index or a rate are recognised as an expense in the period in which the event or condition that triggers
the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate
at the lease commencement date because the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease liabilities is increased to reflect the
accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification, a change in the lease term, a change in lease
payments (e.g., a change to future lease payments resulting from a change in an index or rate) or a
change in assessment of an option to purchase the underlying asset.
The Group’s lease liabilities are presented separately in the consolidated statement of financial
position.
(c) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of office
premises, motor vehicles and office equipment (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). When the Group enters into
a lease in respect of a low-value asset, the Group decides whether to capitalise the lease on a
lease-by-lease basis.
Lease payments on short-term leases and leases of low-value assets, which are not capitalised, are
recognised as an expense on a straight-line basis over the lease term.
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost,
fair value through other comprehensive income, and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s
contractual cash flow characteristics and the Group’s business model for managing them. With the
exception of trade 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 HKFRS 15 in accordance with the policies set out
for “Revenue recognition” below.
In order for a financial asset to be classified and measured at amortised cost or fair value through
other comprehensive income, it needs to give rise to cash flows that are solely payments of principal
and interest (“ SPPI”) on the principal amount outstanding. Financial assets with cash flows that are not
SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial
assets in order to generate cash flows. The business model determines whether cash flows will result
from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified
and measured at amortised cost are held within a business model with the objective to hold financial
assets in order to collect contractual cash flows, while financial assets classified and measured at fair
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value through other comprehensive income are held within a business model with the objective of both
holding to collect contractual cash flows and selling. Financial assets which are not held within the
aforementioned business models are classified and measured at fair value through profit or loss.
Purchases or sales of financial assets that require delivery of assets within the period generally
established by regulation or convention in the marketplace are recognised on the trade date, that is, the
date that the Group commits to purchase or sell the asset.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest method
and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is
derecognised, modified or impaired.
Financial assets at fair value through other comprehensive income (debt instruments)
For debt investments at fair value through other comprehensive income, interest income, foreign
exchange revaluation and impairment losses or reversals are recognised in profit or loss and computed
in the same manner as for financial assets measured at amortised cost. The remaining fair value changes
are recognised in other comprehensive income. Upon derecognition, the cumulative fair value change
recognised in other comprehensive income is recycled to profit or loss.
Financial assets designated at fair value through other comprehensive income (equity investments)
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as
equity investments designated at fair value through other comprehensive income when they meet the
definition of equity under HKAS 32 Financial Instruments: Presentation and are not held for trading.
The classification is determined on an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are
recognised as other income in profit or loss when the right of payment has been established, except
when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in
which case, such gains are recorded in other comprehensive income. Equity investments designated at
fair value through other comprehensive income are not subject to impairment assessment.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the statement of financial
position at fair value with net changes in fair value recognised in profit or loss.
This category includes derivative instruments and equity investments which the Group had not
irrevocably elected to classify at fair value through other comprehensive income. Dividends on the
equity investments are also recognised as other income in profit or loss when the right of payment has
been established.
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Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar
financial assets) is primarily derecognised (i.e., removed from the Group’s consolidated statement of
financial position) when:
 the rights to receive cash flows from the asset have expired; or
 the Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under
a “pass-through” arrangement; and either (a) the Group has transferred substantially all the
risks and rewards of the asset, or (b) the Group has neither transferred nor retained
substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a
pass-through arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of
ownership of the asset. When it has neither transferred nor retained substantially all the risks and
rewards of the asset nor transferred control of the asset, the Group continues to recognise the
transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also
recognises an associated liability. The transferred asset and the associated liability are measured on a
basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured
at the lower of the original carrying amount of the asset and the maximum amount of consideration that
the Group could be required to repay.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (“ ECLs”) for all debt instruments
not held at fair value through profit or loss. ECLs are based on the difference between the contractual
cash flows due in accordance with the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original effective interest rate. The expected cash flows will
include cash flows from the sale of collateral held or other credit enhancements that are integral to the
contractual terms.
General approach
ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12 months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of the exposure, irrespective of
the timing of the default (a lifetime ECL).
At each reporting date, the Group assesses whether the credit risk on a financial instrument has
increased significantly since initial recognition. When making the assessment, the Group compares the
risk of a default occurring on the financial instrument as at the reporting date with the risk of a default
occurring on the financial instrument as at the date of initial recognition and considers reasonable and
supportable information that is available without undue cost or effort, including historical and
forward-looking information. The Group considers that there has been a significant increase in credit
risk when contractual payments are more than 30 days past due.
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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.
Debt investments at fair value through other comprehensive income and financial assets at
amortised cost are subject to impairment under the general approach and they are classified within the
following stages for measurement of ECLs except for trade 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 recognises a loss allowance based on lifetime ECLs at
each reporting date. The Group has established a provision matrix that is based on its historical credit
loss experience, adjusted for forward-looking factors specific to the debtors and the economic
environment.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value
through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and
borrowings and payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and notes payables, other payables and accruals,
lease liabilities, derivative financial instruments and interest-bearing bank borrowings.
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Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading
and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes derivative financial instruments entered into
by the Group that are not designated as hedging instruments in hedge relationships as defined by
HKFRS 9. Separated embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments. Gains or losses on liabilities held for trading are
recognised in profit or loss. The net fair value gain or loss recognised in profit or loss does not include
any interest charged on these financial liabilities.
Financial liabilities designated upon initial recognition as at fair value through profit or loss are
designated at the initial date of recognition, and only if the criteria in HKFRS 9 are satisfied. Gains or
losses on liabilities designated at fair value through profit or loss are recognised in profit or loss,
except for the gains or losses arising from the Group’s own credit risk which are presented in other
comprehensive income with no subsequent reclassification to profit or loss. The net fair value gain or
loss recognised in profit or loss does not include any interest charged on these financial liabilities.
Financial liabilities at amortised cost (trade and other payables, and borrowings)
After initial recognition, trade and other payables and interest-bearing bank borrowings are
subsequently measured at amortised cost, using the effective interest rate method unless the effect of
discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised
in profit or loss when the liabilities are derecognised as well as through the effective interest rate
amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and
fees or costs that are an integral part of the effective interest rate. The effective interest rate
amortisation is included in finance costs in profit or loss.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled, or expires.
When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original liability and a recognition of a new liability,
and the difference between the respective carrying amounts is recognised in profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the statement
of financial position if there is a currently enforceable legal right to offset the recognised amounts and
there is an intention to settle on a net basis, or to realise the assets and settle the liabilities
simultaneously.
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Derivative financial instruments
Initial recognition and subsequent measurement
The Group uses derivative financial instruments, such as foreign currency options, to hedge its
foreign currency risk. Such derivative financial instruments are initially recognised at fair value on the
date on which a derivative contract is entered into and are subsequently remeasured at fair value.
Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is
negative.
Any gains or losses arising from changes in fair value of derivatives are taken directly to profit or
loss, except for the effective portion of cash flow hedges, which is recognised in other comprehensive
income and later reclassified to profit or loss when the hedged item affects profit or loss.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the
weighted average cost basis. Net realisable value is based on estimated selling prices less any estimated
costs to be incurred to completion and disposal.
Cash and cash equivalents
Cash and cash equivalents in the consolidated statement of financial position comprise cash on
hand and at banks, and short-term highly liquid deposits with a maturity of generally within three
months that are readily convertible into known amounts of cash, subject to an insignificant risk of
changes in value and held for the purpose of meeting short-term cash commitments.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise
cash on hand and at banks, and short-term deposits as defined above, less bank overdrafts which are
repayable on demand and form an integral part of the Group’s cash management.
Provisions
A provision is recognised when a present obligation (legal or constructive) has arisen as a result
of a past event and it is probable that a future outflow of resources will be required to settle the
obligation, provided that a reliable estimate can be made of the amount of the obligation.
When the effect of discounting is material, the amount recognised for a provision is the present
value at the end of the each of the Relevant Periods of the future expenditures expected to be required
to settle the obligation. The increase in the discounted present value amount arising from the passage of
time is included in finance costs in profit or loss.
The Group provides for warranties in relation to the sale of certain products for general
replacement of defects occurring during the warranty period. Provisions for these assurance-type
warranties granted by the Group are initially recognised based on sales volume and past experience of
the level of replacements, discounted to their present values as appropriate. The warranty-related cost is
revised annually.
Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognised outside
profit or loss is recognised outside profit or loss, either in other comprehensive income or directly in
equity.
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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.
Deferred tax is provided, using the liability method, on all temporary differences at the end of
each of the Relevant Periods between the tax bases of assets and liabilities and their carrying amounts
for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
 when the deferred tax liability arises from the initial recognition of 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
associates, when the timing of the reversal of the temporary differences can be controlled
and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, and the carryforward
of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it
is probable that taxable profit will be available against which the deductible temporary differences, and
the carryforward of unused tax credits and unused tax losses can be utilised, except:
 when the deferred tax asset relating to the deductible temporary differences arises from the
initial recognition of an asset or liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the accounting profit nor taxable profit or
loss and does not give rise to equal taxable and deductible temporary differences; and
 in respect of deductible temporary differences associated with investments in subsidiaries
and associates, deferred tax assets are only recognised to the extent that it is probable that
the temporary differences will reverse in the foreseeable future and taxable profit will be
available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each of the Relevant Periods
and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to
allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed
at the end of each of the Relevant Periods and are recognised to the extent that it has become probable
that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be
recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted by the end of each of the Relevant Periods.
Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally
enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and
deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same
taxable entity or different taxable entities which intend either to settle current tax liabilities and assets
on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in
which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
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Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the
grant will be received and all attaching conditions will be complied with. When the grant relates to an
expense item, it is recognised as income on a systematic basis over the periods that the costs, for which
it is intended to compensate, are expensed.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of goods or services is
transferred to the customers at an amount that reflects the consideration to which the Group expects to
be entitled in exchange for those goods or services.
When the consideration in a contract includes a variable amount, the amount of consideration is
estimated to which the Group will be entitled in exchange for transferring the goods or services to the
customer. The variable consideration is estimated at contract inception and constrained until it is highly
probable that a significant revenue reversal in the amount of cumulative revenue recognised will not
occur when the associated uncertainty with the variable consideration is subsequently resolved.
When the contract contains a financing component which provides the customer with a significant
benefit of financing the transfer of goods or services to the customer for more than one year, revenue is
measured at the present value of the amount receivable, discounted using the discount rate that would
be reflected in a separate financing transaction between the Group and the customer at contract
inception. When the contract contains a financing component which provides the Group with a
significant financial benefit for more than one year, revenue recognised under the contract includes the
interest expense accreted on the contract liability under the effective interest method. For a contract
where the period between the payment by the customer and the transfer of the promised goods or
services is one year or less, the transaction price is not adjusted for the effects of a significant financing
component, using the practical expedient in HKFRS 15.
(a) CMOS image sensors
Revenue from the CMOS image sensors is recognised at the point in time when control of
products is transferred to the customer, generally on delivery of the goods or upon the receipt of goods
of customer. For domestic sales, control of product is transferred upon receipt of goods of customer.
For exporting sales, control of product is transferred upon completion of customs clearance procedures
and obtaining of the export goods declaration form.
(b) Customised sensor solutions
Revenue from customised sensor solutions is recognised at the point in time when the Group has
completed the contractual obligations and obtained customer’s acceptance confirmation.
Other income
Interest income is recognised on an accrual basis using the effective interest method by applying
the rate that exactly discounts the estimated future cash receipts over the expected life of the financial
instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset.
APPENDIX I ACCOUNTANTS’ REPORT
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Dividend income is recognised when the shareholders’ right to receive payment has been
established, it is probable that the economic benefits associated with the dividend will flow to the
Group and the amount of the dividend can be measured reliably.
Contract liabilities
A contract liability is recognised when a payment is received or a payment is due (whichever is
earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are
recognised as revenue when the Group performs under the contract (i.e., transfers control of the related
goods or services to the customer).
Contract costs
Other than the costs which are capitalised as inventories, property, plant and equipment and
intangible assets, costs incurred to fulfil a contract with a customer are capitalised as an asset and
presented as inventories if all of the following criteria are met:
(a) The costs relate directly to a contract or to an anticipated contract that the entity can
specifically identify;
(b) The costs generate or enhance resources of the entity that will be used in satisfying (or in
continuing to satisfy) performance obligations in the future; and
(c) The costs are expected to be recovered.
The capitalised contract costs are amortised and charged to the statement of profit or loss on a
systematic basis that is consistent with the transfer to the customer of the goods or services to which
the asset relates. Other contract costs are expensed as incurred.
Share-based payments
The Company operates an employee shareholding plan and a share option scheme for the purpose
of providing incentives and rewards to eligible participants who contribute to the success of the
Group’s operations. Employees of the Group receive remuneration in the form of share-based payments,
whereby employees render services in exchange for equity instruments (“ equity-settled transactions ”).
The cost of equity-settled transactions with employees is measured by reference to the fair value at the
date at which they are granted. The fair value is measured at the market value of the shares, further
details of which are given in note 30 to the Historical Financial Information.
The cost of equity-settled transactions is recognised in employee benefit expense, together with a
corresponding increase in equity, over the period in which the performance and/or service conditions
are fulfilled. The cumulative expense recognised for equity-settled transactions at the end of each
Relevant Periods until the vesting date reflects the extent to which the vesting period has expired and
the Group’s best estimate of the number of equity instruments that will ultimately vest. The charge or
credit to profit or loss for a period represents the movement in the cumulative expense recognised as at
the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the
grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the
Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance
conditions are reflected within the grant date fair value. Any other conditions attached to an award, but
APPENDIX I ACCOUNTANTS’ REPORT
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without an associated service requirement, are considered to be non-vesting conditions. Non-vesting
conditions are reflected in the fair value of an award and lead to an immediate expensing of an award
unless there are also service and/or performance conditions.
For awards that do not ultimately vest because non-market performance and/or service conditions
have not been met, no expense is recognised. Where awards include a market or non-vesting condition,
the transactions are treated as vesting irrespective of whether the market or non-vesting condition is
satisfied, provided that all other performance and/or service conditions are satisfied.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised
as if the terms had not been modified, if the original terms of the award are met. In addition, an
expense is recognised for any modification that increases the total fair value of the share-based
payments, or is otherwise beneficial to the employee as measured at the date of modification. Where an
equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any
expense not yet recognised for the award is recognised immediately.
Other employee benefits
Pension schemes
The employees of the Group’s subsidiaries which operate in Chinese mainland are required to
participate in central pension schemes operated by the local municipal government and the central
government. These subsidiaries are required to contribute a certain percentage of payroll costs to the
central pension schemes. The contributions are charged to profit or loss as they become payable in
accordance with the rules of the central pension schemes.
Events after the reporting period
If the Group receives information after the reporting period, but prior to the date of authorisation
for issue, about conditions that existed at the end of the reporting period, it will assess whether the
information affects the amounts that it recognises in its financial statements. The Group will adjust the
amounts recognised in its financial statements to reflect any adjusting events after the reporting period
and update the disclosures that relate to those conditions in light of the new information. For
non-adjusting events after the reporting period, the Group will not change the amounts recognised in its
financial statements, but will disclose the nature of the non-adjusting events and an estimate of their
financial effects, or a statement that such an estimate cannot be made, if applicable.
Dividends
Final dividends are recognised as a liability when they are approved by the shareholders in a
general meeting.
Foreign currencies
The financial statements is presented in Renminbi, which is the Company’s functional currency.
Each entity in the Group determines its own functional currency and items included in the financial
statements of each entity are measured using that functional currency. Foreign currency transactions
recorded by the entities in the Group are initially recorded using their respective functional currency
rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign
currencies are translated at the functional currency rates of exchange ruling at the end of each of the
Relevant Periods. Differences arising on settlement or translation of monetary items are recognised in
profit or loss.
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Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates at the dates of the initial transactions. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rates at the date when the
fair value was measured. The gain or loss arising on translation of a non-monetary item measured at
fair value is treated in line with the recognition of the gain or loss on change in fair value of the item
(i.e., translation difference on the item whose fair value gain or loss is recognised in other
comprehensive income or profit or loss is also recognised in other comprehensive income or profit or
loss, respectively).
The functional currencies of certain overseas subsidiaries are currencies other than RMB. As at
the end of the Relevant Periods, the assets and liabilities of these entities are translated into RMB at the
exchange rates prevailing at the end of the Relevant Periods and their statements of profit or loss are
translated into RMB at the exchange rates that approximate to those prevailing at the dates of the
transactions.
The resulting exchange differences are recognised in other comprehensive income and
accumulated in the exchange fluctuation reserve, except to the extent that the differences are
attributable to non-controlling interests.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group’s financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities,
and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes that could require a material adjustment to the
carrying amounts of the assets or liabilities affected in the future.
Judgements
In the process of applying the Group’s accounting policies, management has made the following
judgements, apart from those involving estimations, which have the most significant effect on the
amounts recognised in the financial statements:
Deferred tax assets
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that
taxable profit will be available against which the losses can be utilised. Significant management
judgement is required to determine the amount of deferred tax assets that can be recognised, based upon
the likely timing and the level of future taxable profits, together with future tax planning strategies.
As at 31 December 2023, 2024 and 2025, the Group had tax losses of RMB107,625,000,
RMB137,089,000 and RMB161,443,000 carried forward, 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 recognise deferred tax assets on the
tax losses carried forward.
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.
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Provision for expected credit losses on trade receivables
The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are
based on ageing for groupings of various customer segments that have similar loss patterns (i.e., by
customer type and rating).
The provision matrix is initially based on the Group’s historical observed default rates. The Group
calibrates the matrix to adjust the historical credit loss experience with forward-looking information.
For instance, if forecast economic conditions (i.e., gross domestic product) are expected to deteriorate
over the next year which can lead to an increased number of defaults in the manufacturing sector, the
historical default rates are adjusted. At each reporting date, the historical observed default rates are
updated and changes in the forward-looking estimates are analysed.
The assessment of the correlation among historical observed default rates, forecast economic
conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in
circumstances and forecast economic conditions. The Group’s historical credit loss experience and
forecast of economic conditions may also not be representative of a customer’s actual default in the
future. The information about the ECLs on the Group’s trade receivables is disclosed in note 19 to the
Historical Financial Information.
Impairment of non-financial assets (other than goodwill)
The Group assesses whether there are any indicators of impairment for all non-financial assets
(including the right-of-use assets) at the end of each of the Relevant Periods. Non-financial assets of
the Group are tested for impairment when there are indicators that the carrying amounts may not be
recoverable. An impairment exists when the carrying value of an asset or a cash-generating unit exceeds
its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use.
The calculation of the fair value less costs of disposal is based on available data from binding sales
transactions in an arm’s length transaction of similar assets or observable market prices less incremental
costs for disposing of the asset. When value in use calculations are undertaken, management must
estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable
discount rate in order to calculate the present value of those cash flows.
Fair value of unlisted equity investments
The unlisted equity investments have been valued based on a market-based valuation technique as
detailed in note 36 to the Historical Financial Information. The valuation requires the Group to
determine the comparable public companies (peers) and select the price multiple. In addition, the Group
makes estimates about the discount for illiquidity and size differences. The Group classifies the fair
value of these investments as Level 3. The fair value of the unlisted equity investments at 31 December
2023, 2024 and 2025 were RMB91,013,000, RMB97,129,000 and RMB123,903,000, respectively.
Further details are included in note 17 and note 21 to the Historical Financial Information.
Net realisable value of inventories
Net realisable value of inventories is based on estimated selling prices less any estimated costs to
be incurred to completion and disposal. These estimates, based on the current market condition and the
historical experience in selling goods of a similar nature, include but not limited to economic outlook,
sales forecasts and the forecast market value for the inventory items. They could change significantly as
a result of changes in market conditions. The Group reassesses the estimation at the end of each of the
Relevant Periods. The carrying amount of inventories is given in note 18 to the Historical Financial
Information.
APPENDIX I ACCOUNTANTS’ REPORT
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Leases — Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in a lease, and therefore, it uses an
incremental borrowing rate (“ IBR”) to measure lease liabilities. The IBR is the rate of interest that the
Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary
to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The
IBR therefore reflects what the Group “would have to pay”, which requires estimation when no
observable rates are available (such as for subsidiaries that do not enter into financing transactions) or
when it needs to be adjusted to reflect the terms and conditions of the lease. The Group estimates the
IBR using observable inputs (such as market interest rates) when available and is required to make
certain entity-specific estimates.
4. OPERATING SEGMENT INFORMATION
For management purposes, the Group is not organised into business units based on their service
and products and only has one reportable operating segment. 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
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Chinese mainland ..................... 424,367 497,844 659,968
Other regions ........................ 180,468 175,204 196,545
Total revenue ........................ 604,835 673,048 856,513
The revenue information of continuing operations above is based on the delivery destination.
(b) Non-current assets
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Chinese mainland ..................... 66,010 69,083 71,645
Other regions ........................ 15,589 13,443 22,626
Total non-current assets ................ 81,599 82,526 94,271
The non-current asset information of continuing operations above is based on the locations of the
assets and excludes financial instruments and deferred tax assets.
APPENDIX I ACCOUNTANTS’ REPORT
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Information about major customers
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Group A** .......................... 110,118 N/A* N/A*
Group B** .......................... 69,322 100,989 142,298
* The corresponding revenue of the customer is not disclosed as the revenue did not individually account for 10% or more of
the Group’s revenue during the Relevant periods.
** Including sales to a group of entities which are known to be under common control with the same entity.
5. REVENUE, OTHER INCOME AND GAINS
An analysis of the Group’s revenue is as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue from contracts with customers ..... 604,835 673,048 856,513
Revenue from contracts with customers
(i) Disaggregated revenue information
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Types of goods or services
CMOS image sensors ................ 505,038 510,330 794,663
Customised sensor solutions ............ 98,366 162,197 61,182
Others ........................... 1,431 521 668
Total .............................. 604,835 673,048 856,513
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Geographical markets
Chinese mainland ................... 424,367 497,844 659,968
Other regions ...................... 180,468 175,204 196,545
Total .............................. 604,835 673,048 856,513
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Timing of revenue recognition
Goods transferred or services provided at
a point in time .................... 604,835 673,048 856,513
APPENDIX I ACCOUNTANTS’ REPORT
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The following table shows the amounts of revenue recognised that were included in the contract
liabilities at the beginning of each of the Relevant Periods:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
CMOS image sensors .................. 15,372 11,989 10,930
Customised sensor solutions ............. 55,512 70,988 13,142
Total .............................. 70,884 82,977 24,072
(ii) Performance obligations
Information about the Group’s performance obligations is summarised below:
CMOS image sensors
The performance of obligation is satisfied upon delivery or receipt of customers or customs
clearance and payment is usually due within 30 to 60 days from the date of invoice, except for some
customers, where payment in advance is required.
Customised sensor solutions
The performance obligation is satisfied upon the completion of service and customer acceptance
and instalment payment is generally made according to the agreed development phase.
The amounts of transaction prices allocated to the remaining performance obligations (unsatisfied
or partially unsatisfied) as at end of the Relevant Periods are as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Amounts expected to be recognised as
revenue:
Within one year .................... 152,458 93,958 246,614
After one year ...................... 80,840 47,924 24,143
Total .............................. 233,298 141,882 270,757
The amounts of transaction prices allocated to the remaining performance obligations are expected
to be recognised as revenue related to customised sensor solutions. The amounts disclosed above do not
include variable consideration which is constrained.
APPENDIX I ACCOUNTANTS’ REPORT
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An analysis of the Group’s other income and gains is as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Other income
Bank interest income .................. 11,213 12,995 13,064
Investment income from financial assets at
fair value through profit or loss ......... 1,262 3,607 6,278
Government grants* ................... 15,843 33,151 33,984
Others ............................. 557 728 192
Total other income .................... 28,875 50,481 53,518
Gains
Gain on disposal of items of property, plant
and equipment, net .................. 3—5 9
Gain on termination of leases, net ......... — 319 —
Foreign exchange gain, net .............. — — 1,588
Gains on fair value change of financial assets
at fair value through profit or loss, net .... 664 4,361 2,985
Total gains .......................... 667 4,680 4,632
Total other income and gains ............. 29,542 55,161 58,150
* The government grants mainly represent incentives awarded by the local governments to support the Group’s operation.
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 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Cost of inventories sold 1 ............... 161,843 177,381 254,463
Cost of services provided 1.............. 59,038 98,805 28,769
Depreciation of property, plant and
equipment 2 ....................... 13 9,382 10,773 12,243
Depreciation of right-of-use assets 2 ....... 14 4,795 5,859 6,239
Amortisation of other intangible assets 3 .... 15 10,476 12,227 13,460
Research and development costs 4......... 131,546 130,215 186,168
Bank interest income ................. (11,213) (12,995) (13,064)
Government grants ................... (15,843) (33,151) (33,984)
Share of losses of associates ............ 2,371 2,243 561
Auditor’s remuneration ............... 121 55 63
Listing expenses ..................... — — 15,815
Employee benefit expense (excluding
directors’, chief executive’s and
supervisors’ remuneration (note 8) ):
Salaries, bonuses and
allowances ..................... 113,494 134,892 160,833
Share-based payments expense
5 ........ 51,819 51,483 59,413
Pension scheme contributions (defined
contribution scheme) 8.............. 8,036 9,744 11,594
Total............................ 173,349 196,119 231,840
Impairment of trade receivables, net ...... 19 1,948 2,128 6,276
Write-down of inventories to net realisable
value 6 ........................... 20,996 10,743 18,087
Foreign exchange differences, net 7........ 894 2,618 (1,588)
1 The cost of inventories sold and cost of services provided included RMB30,778,000, RMB60,588,000 and RMB25,385,000
relating to employee benefit expense during the years ended 31 December 2023, 2024 and 2025.
2 The depreciation of property, plant and equipment and right-of-use assets is included in “Cost of sales”, “Administrative
expenses”, “Selling expenses” and “Research and development expenses” in the consolidated statement of profit or loss.
3 The amortisation of other intangible assets is included in “Cost of sales”, “Administrative expenses”, “Selling expenses”
and “Research and development expenses” in the consolidated statement of profit or loss.
4 Research and development costs include part of employee benefit expense, share-based payments expense, depreciation of
property, plant and equipment, depreciation of right-of-use assets and amortisation of other intangible assets.
5 The share-based payments expense is included in “Cost of sales”, “Research and development expenses”, “Selling
expenses” and “Administrative expenses” in the consolidated statement of profit or loss.
6 The write-down of inventories to net realisable value is included in “Cost of sales” in the consolidated statement of profit
or loss.
7 The foreign exchange differences, net is included in “Other expenses” or “Other income and gains” in the consolidated
statement of profit or loss.
8 There are no forfeited contributions that may be used by the Group as the employer to reduce the existing level of
contributions.
APPENDIX I ACCOUNTANTS’ REPORT
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7. FINANCE COSTS
An analysis of finance costs is as follows:
Year ended 31 December
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on discounted notes receivable .... 729 236 427
Interest on lease liabilities ............. 14(b) 643 632 363
Total ............................. 1,372 868 790
8. DIRECTORS’, CHIEF EXECUTIVE’S AND SUPERVISORS’ REMUNERATION
The remuneration of the Company’s directors, chief executive and supervisors is set out below:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Fees ............................... 300 300 300
Other emoluments:
Salaries, bonuses and allowances ......... 5,361 5,487 4,960
Share-based payments expense ........... 1,058 769 897
Pension scheme contributions ............ 188 212 179
Subtotal ............................ 6,607 6,468 6,036
Total .............................. 6,907 6,768 6,336
During the Relevant Periods, certain directors were granted shares under the employee
shareholding plan, further details of which are set out in note 30 to the Historical Financial
Information. The fair value of such shares, which has been recognised in the statement of profit or loss
over the vesting period, was determined as at the date of grant and the amount included in the
Historical Financial Information for the Relevant Periods and the interim comparative financial
information are included in the above directors’, chief executive’s and supervisors’ remuneration
disclosures.
(a) Independent non-executive directors
The fees paid to independent non-executive directors during the Relevant Periods were as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Yan Dongming^ ...................... 100 100 43
Gao Teng^ .......................... ——5 7
Dr. Wang Xinlu ...................... 100 100 100
Dr. Xie Ning ........................ 100 100 100
Total .............................. 300 300 300
^ Yan Dongming resigned as an independent non-executive director and Dr. Gao Teng was appointed as an independent
non-executive director on 5 June 2025.
APPENDIX I ACCOUNTANTS’ REPORT
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There were no other emoluments payable to the independent non-executive directors during the
Relevant Periods.
(b) Executive directors, non-executive directors and the chief executive
Year ended 31 December 2023
Salaries, bonuses,
allowances
and share-based
payments
Pension scheme
contributions Total remuneration
RMB’000 RMB’000 RMB’000
Executive directors:
Dr. Wang Xinyang* ................... 1,765 38 1,803
Dr. Zhang Yanxia ..................... 1,564 38 1,602
Wu Qinyun ......................... 1,765 38 1,803
Subtotal ............................ 5,094 114 5,208
Non-executive directors:
Sun Shouhong** ...................... ———
Gao Jinsong** ....................... ———
Wang Xiaodong ...................... ———
Yang Yi ............................ ———
Subtotal ............................ ———
Total .............................. 5,094 114 5,208
Year ended 31 December 2024
Salaries, bonuses,
allowances and
share-based
payments
Pension scheme
contributions Total remuneration
RMB’000 RMB’000 RMB’000
Executive directors:
Dr. Wang Xinyang* ................... 1,782 44 1,826
Dr. Zhang Yanxia ..................... 1,581 44 1,625
Wu Qinyun ......................... 1,559 44 1,603
Subtotal ............................ 4,922 132 5,054
Non-executive directors:
Gao Jinsong*** ...................... ———
Wang Xiaodong*** .................... ———
Yang Yi ............................ ———
Subtotal ............................ ———
Total .............................. 4,922 132 5,054
APPENDIX I ACCOUNTANTS’ REPORT
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Year ended 31 December 2025
Salaries, bonuses,
allowances and
share-based
payments
Pension scheme
contributions Total remuneration
RMB’000 RMB’000 RMB’000
Executive directors:
Dr. Wang Xinyang* ................... 1,791 48 1,839
Dr. Zhang Yanxia ..................... 1,587 48 1,635
Wu Qinyun ......................... 1,860 48 1,908
Subtotal ............................ 5,238 144 5,382
Non-executive directors:
Gao Jinsong*** ...................... ———
Wang Xiaodong*** .................... ———
Yang Yi ............................ ———
Chu Hairong*** ..................... ———
Xiong Jingying*** .................... ———
Subtotal ............................ ———
Total .............................. 5,238 144 5,382
* Dr. Wang Xinyang is the chief executive during the Relevant Periods.
** Sun Shouhong resigned as a non-executive director and Gao Jinsong was appointed as a non-executive director on 27
December 2023.
*** Gao Jinsong and Wang Xiaodong resigned as non-executive directors and Chu Hairong and Xiong Jingying was appointed
as non-executive directors on 5 June 2025.
There was no arrangement under which a director or the chief executive waived or agreed to
waive any remuneration during the Relevant Periods.
(c) Supervisors
Year ended 31 December 2023
Salaries, bonuses,
allowances and
share-based
payments
Pension scheme
contributions Total remuneration
RMB’000 RMB’000 RMB’000
Xu Aimin ........................... ———
Zhou Quan .......................... 623 37 660
Liu Nan ............................ 702 37 739
Total .............................. 1,325 74 1,399
Year ended 31 December 2024
Salaries, bonuses,
allowances and
share-based
payments
Pension scheme
contributions Total remuneration
RMB’000 RMB’000 RMB’000
Xu Aimin ........................... ———
Zhou Quan .......................... 664 40 704
Liu Nan ............................ 670 40 710
Total .............................. 1,334 80 1,414
APPENDIX I ACCOUNTANTS’ REPORT
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Year ended 31 December 2025
Salaries, bonuses,
allowances and
share-based
payments
Pension scheme
contributions Total remuneration
RMB’000 RMB’000 RMB’000
Xu Aimin ........................... ———
Zhou Quan ......................... 303 17 320
Liu Nan ........................... 316 18 334
Total .............................. 619 35 654
Pursuant to the amendment to the Company’s articles of association, the Group has not maintained
supervisor positions since 5 June 2025. The remuneration for the year ended 31 December 2025
included remuneration for the five months ended 31 May 2025.
There was no arrangement under which a supervisor waived or agreed to waive any remuneration
during the Relevant Periods.
9. FIVE HIGHEST PAID EMPLOYEES
The five highest paid employees during each of the Relevant Periods included nil, nil and nil
directors, respectively, details of whose remuneration are set out in note 8 above. Details of the
remuneration for the remaining five, five and five highest paid employee who is neither a director nor
chief executive of the Company during each of the Relevant periods are as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, bonuses and allowances ......... 7,642 10,739 11,189
Share-based payments expense ........... 29,258 33,671 37,240
Pension scheme contributions ............ 91 120 129
Total .............................. 36,991 44,530 48,558
The number of non-director and non-chief executive highest paid employees whose remuneration
fell within the following bands is as follows:
Year ended 31 December
2023 2024 2025
HK$5,000,001 to HK$5,500,000 .......... 1——
HK$5,500,001 to HK$6,000,000 .......... 1——
HK$7,000,001 to HK$7,500,000 .......... 1——
HK$7,500,001 to HK$8,000,000 .......... —1 —
HK$8,500,001 to HK$9,000,000 .......... —1 —
HK$9,000,001 to HK$9,500,000 .......... —11
HK$10,000,001 to HK$10,500,000 ........ —12
HK$10,500,001 to HK$11,000,000 ......... 1——
HK$11,000,001 to HK$11,500,000 ......... —— 1
HK$11,500,001 to HK$12,000,000 ......... 1——
HK$12,000,001 to HK$12,500,000 ........ —11
Total .............................. 555
During the Relevant Periods, no remuneration was paid by the Group to the non-director and
non-chief executive highest paid employee as an inducement to join or upon joining the Group or as
compensation for loss of office.
APPENDIX I ACCOUNTANTS’ REPORT
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10. INCOME TAX
The Group is subject to income tax on an entity basis on profits arising in or derived from the
jurisdictions in which members of the Group are domiciled and operate.
The provision for PRC corporate income tax (“ CIT”) is based on the statutory rate of 25% of the
assessable profits of certain PRC subsidiaries of the Group as determined in accordance with the PRC
Corporate Income Tax Law.
The Company, Gpixel Hangzhou and Gpixel Dalian are qualified as High and New Technology
Enterprises and were entitled to a preferential income tax rate of 15% during the Relevant Periods,
which will expire on 16 October 2026, 19 December 2028 and 12 December 2026, respectively.
According to the “Announcement by the Ministry of Finance, State Taxation Administration,
National Development and Reform Commission, and Ministry of Industry and Information Technology
on Corporate Income Tax Policies for Promoting High-Quality Development of the Integrated Circuit
Industry and Software Industry”, the Company is qualified as a member of National List of Encouraged
Key Integrated Circuit Design Enterprises and exempt from corporate income tax from the first to the
fifth year starting from its first profit-making year, then subject to a reduced corporate income tax rate
of 10%.
The Company’s subsidiary incorporated and operating in Japan was subject to corporation tax at a
rate of 23.2% on the taxable income during each of the Relevant Periods.
The Company’s subsidiary incorporated and operating in Belgium was subject to corporation tax
at a rate of 25% on the taxable income during each of the Relevant Periods.
The major components of income tax expense of the Group during the Relevant Periods are
analysed as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current
Charge for the year .................. 25,382 21,984 31,296
(Overprovision)/underprovision in prior
years ........................... (3,056) 1,235 78
Deferred tax (note 28) ................. (1,682) 635 (399)
Total tax charge for the year ............. 20,644 23,854 30,975
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
jurisdiction in which the Company and the majority of the Group’s subsidiaries are domiciled to the tax
expense at the effective tax rate is as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit before tax ...................... 190,491 220,836 324,121
Tax at the applicable tax rate of 10% ....... 19,049 22,084 32,412
Effect of different tax rates for subsidiaries .. (2,336) 462 1,832
Adjustments in respect of current tax of
previous periods .................... (3,056) 1,235 78
Additional deductible allowance for research
and development expenses ............. (11,993) (10,456) (14,625)
Expenses not deductible for tax ........... 7,615 5,394 6,928
Tax losses utilised from previous periods .... — — (1,338)
Deferred tax assets not recognised ......... 11,365 5,135 5,688
Tax charge at the Group’s effective tax rate .. 20,644 23,854 30,975
11. DIVIDENDS
On 5 June 2025, the Company declared dividends of RMB18,500,000 to its shareholders, which
were fully paid on 6 August 2025.
12. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE
PARENT
The calculation of the basic earnings per share amounts is based on the profit for the year
attributable to ordinary equity holders of the parent, and the weighted average number of ordinary
shares outstanding during the Relevant Periods.
No adjustment has been made to the basic earnings per share amounts presented for the years
ended 31 December 2023, 2024 and 2025 in respect of a dilution as the impact of options outstanding
was not considered since the contingencies of the deemed exercise have not been met.
The calculations of basic and diluted earnings per share are based on:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Earnings
Profit attributable to ordinary equity holders
of the parent, used in the basic earnings
per share calculation ................. 174,199 198,675 294,182
Number of shares
Year ended 31 December
2023 2024 2025
Shares
Weighted average number of ordinary shares
outstanding during the year used in the
basic earnings per share calculation ...... 370,000,000 370,000,000 370,000,000
APPENDIX I ACCOUNTANTS’ REPORT
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13. PROPERTY, PLANT AND EQUIPMENT
The Group
Leasehold
improvements Buildings
Plant and
machinery
Electronic
devices Motor vehicles
Office
equipment
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost ............. 21,310 1,823 12,022 8,759 1,609 2,050 2,611 50,184
Accumulated depreciation .. (3,751) (198) (2,572) (4,004) (820) (674) — (12,019)
Net carrying amount .... 17,559 1,625 9,450 4,755 789 1,376 2,611 38,165
At 1 January 2023, net of
accumulated depreciation . 17,559 1,625 9,450 4,755 789 1,376 2,611 38,165
Additions .......... 890 — 15,009 2,011 405 217 2,922 21,454
Disposals .......... — — (656) (16) — (26) — (698)
Depreciation provided
during the year (note 6) .. (4,817) (71) (2,375) (1,488) (345) (286) — (9,382)
Transfers .......... 1,993 — 2,613 — — — (4,866) (260)
Exchange realignment .... 4 — 34 7 1 (19) — 27
At 31 December 2023, net
of accumulated
depreciation ........ 15,629 1,554 24,075 5,269 850 1,262 667 49,306
At 31 December 2023:
Cost ............. 24,207 1,823 28,881 10,692 2,017 2,207 667 70,494
Accumulated depreciation .. (8,578) (269) (4,806) (5,423) (1,167) (945) — (21,188)
Net carrying amount .... 15,629 1,554 24,075 5,269 850 1,262 667 49,306
APPENDIX I ACCOUNTANTS’ REPORT
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Leasehold
improvements Buildings
Plant and
machinery
Electronic
devices Motor vehicles
Office
equipment
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024:
Cost ............. 24,207 1,823 28,881 10,692 2,017 2,207 667 70,494
Accumulated depreciation .. (8,578) (269) (4,806) (5,423) (1,167) (945) — (21,188)
Net carrying amount .... 15,629 1,554 24,075 5,269 850 1,262 667 49,306
At 1 January 2024, net of
accumulated depreciation . 15,629 1,554 24,075 5,269 850 1,262 667 49,306
Additions .......... 7 — 5,743 1,262 644 255 6,383 14,294
Disposals .......... (393) — (20) (10) (83) (14) — (520)
Depreciation provided
during the year (note 6) .. (5,369) (70) (2,987) (1,759) (265) (323) — (10,773)
Transfers .......... 1,914 — — 126 — 12 (2,628) (576)
Exchange realignment .... (49) — (17) (15) — (18) — (99)
At 31 December 2024, net
of accumulated
depreciation ........ 11,739 1,484 26,794 4,873 1,146 1,174 4,422 51,632
At 31 December 2024:
Cost ............. 25,403 1,823 34,557 11,787 2,131 2,401 4,422 82,524
Accumulated depreciation .. (13,664) (339) (7,763) (6,914) (985) (1,227) — (30,892)
Net carrying amount .... 11,739 1,484 26,794 4,873 1,146 1,174 4,422 51,632
31 December 2025
At 1 January 2025:
Cost ............. 25,403 1,823 34,557 11,787 2,131 2,401 4,422 82,524
Accumulated depreciation .. (13,664) (339) (7,763) (6,914) (985) (1,227) — (30,892)
Net carrying amount .... 11,739 1,484 26,794 4,873 1,146 1,174 4,422 51,632
At 1 January 2025, net of
accumulated depreciation . 11,739 1,484 26,794 4,873 1,146 1,174 4,422 51,632
Additions .......... 171 — 6,184 2,831 330 673 4,636 14,825
Disposals .......... — — — (6) (41) — — (47)
Depreciation provided
during the year
(note 6) .......... (5,536) (70) (3,926) (2,009) (322) (380) — (12,243)
Transfers .......... 5,324 — 3,488 — — — (8,914) (102)
Exchange realignment .... 23 — 31 25 — 5 382 466
At 31 December 2025, net
of accumulated
depreciation ........ 11,721 1,414 32,571 5,714 1,113 1,472 526 54,531
At 31 December 2025:
Cost ............ 30,946 1,823 44,341 14,693 2,030 3,070 526 97,429
Accumulated depreciation . (19,225) (409) (11,770) (8,979) (917) (1,598) — (42,898)
Net carrying amount .... 11,721 1,414 32,571 5,714 1,113 1,472 526 54,531
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
Leasehold
improvements Buildings
Plant and
machinery
Electronic
devices Motor vehicles
Office
equipment
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost ............. 17,357 687 9,636 5,206 678 1,099 — 34,663
Accumulated depreciation .. (2,599) (94) (2,326) (2,139) (536) (331) — (8,025)
Net carrying amount .... 14,758 593 7,310 3,067 142 768 — 26,638
At 1 January 2023, net of
accumulated depreciation . 14,758 593 7,310 3,067 142 768 — 26,638
Additions .......... — — 6,511 1,366 — 5 716 8,598
Disposals .......... — — (516) — — (7) — (523)
Depreciation provided
during the year ...... (3,307) (16) (1,496) (891) (103) (144) — (5,957)
Transfers .......... 2 2 2————— (482) (260)
At 31 December 2023, net
of accumulated
depreciation ........ 11,673 577 11,809 3,542 39 622 234 28,496
At 31 December 2023:
Cost ............. 17,579 687 15,482 6,552 678 1,080 234 42,292
Accumulated depreciation .. (5,906) (110) (3,673) (3,010) (639) (458) — (13,796)
Net carrying amount .... 11,673 577 11,809 3,542 39 622 234 28,496
31 December 2024
At 1 January 2024:
Cost ............. 17,579 687 15,482 6,552 678 1,080 234 42,292
Accumulated depreciation .. (5,906) (110) (3,673) (3,010) (639) (458) — (13,796)
Net carrying amount .... 11,673 577 11,809 3,542 39 622 234 28,496
At 1 January 2024, net of
accumulated depreciation . 11,673 577 11,809 3,542 39 622 234 28,496
Additions .......... — — 5,396 771 338 46 712 7,263
Disposals .......... — — (20) (10) (17) (5) — (52)
Depreciation provided
during the year ...... (3,367) (18) (1,540) (1,057) (14) (142) — (6,138)
Transfers .......... 302 — — 18 — — (896) (576)
At 31 December 2024, net
of accumulated
depreciation ........ 8,608 559 15,645 3,264 346 521 50 28,993
At 31 December 2024:
Cost ............. 17,881 687 20,857 7,180 667 1,117 50 48,439
Accumulated depreciation .. (9,273) (128) (5,212) (3,916) (321) (596) — (19,446)
Net carrying amount .... 8,608 559 15,645 3,264 346 521 50 28,993
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 357 ---
Leasehold
improvements Buildings
Plant and
machinery
Electronic
devices Motor vehicles
Office
equipment
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2025
At 1 January 2025:
Cost ............. 17,881 687 20,857 7,180 667 1,117 50 48,439
Accumulated depreciation .. (9,273) (128) (5,212) (3,916) (321) (596) — (19,446)
Net carrying amount .... 8,608 559 15,645 3,264 346 521 50 28,993
At 1 January 2025, net of
accumulated depreciation . 8,608 559 15,645 3,264 346 521 50 28,993
Additions .......... 89 — 4,433 1,826 — 470 3,655 10,473
Disposals .......... — — — (5) — (1) — (6)
Depreciation provided
during the year ...... (3,722) (16) (1,998) (1,182) (64) (172) — (7,154)
Transfers .......... 3,387 ————— (3,487) (100)
At 31 December 2025, net
of accumulated
depreciation ........ 8,362 543 18,080 3,903 282 818 218 32,206
At 31 December 2025:
Cost ............ 21,357 687 25,290 9,000 667 1,579 218 58,798
Accumulated depreciation . (12,995) (144) (7,210) (5,097) (385) (761) — (26,592)
Net carrying amount .... 8,362 543 18,080 3,903 282 818 218 32,206
14. LEASES
The Group as a lessee
The Group has lease contracts for items of office used in its operations. Leases of office premises
generally have lease terms between 2 and 7 years. Generally, the Group is restricted from assigning and
subleasing the leased assets outside the Group.
(a) Right-of-use assets
Office premises
RMB’000
As at 1 January 2023 .............................................. 16,982
Additions ....................................................... 557
Termination ..................................................... (660)
Depreciation provided during the year (note 6) ............................ (4,795)
Exchange realignment .............................................. (423)
As at 31 December 2023 and 1 January 2024 ............................. 11,661
Additions ....................................................... 2,208
Termination ..................................................... (2,940)
Increase as a result of lease modifications ............................... 4,916
Depreciation provided during the year (note 6) ............................ (5,859)
Exchange realignment .............................................. (23)
As at 31 December 2024 and 1 January 2025 ............................ 9,963
Additions ....................................................... 285
Lease modification ............................................... (1,047)
Depreciation provided during the year (note 6) ............................ (6,239)
Exchange realignment .............................................. 282
As at 31 December 2025 ............................................ 3,244
APPENDIX I ACCOUNTANTS’ REPORT
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(b) Lease liabilities
The carrying amount of lease liabilities and the movements during the Relevant Periods are as
follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at beginning of year ...... 17,500 14,993 14,117
New leases .......................... 557 2,208 285
Accretion of interest recognised during the
year (note 7) ....................... 643 632 363
Termination ......................... (636) (3,259) —
Lease modifications ................... — 4,916 (1,047)
Payments ........................... (3,275) (5,249) (7,657)
Exchange realignment .................. 204 (124) 261
Carrying amount at end of year ........... 14,993 14,117 6,322
Analysed into:
Current portion ..................... 4,273 7,810 5,803
Non-current portion .................. 10,720 6,307 519
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Analysed into:
Lease liabilities repayable:
Within 1 year ........................ 4,273 7,810 5,803
1 to 2 years ......................... 6,878 6,167 519
2 to 5 years ......................... 3,842 140 —
Total .............................. 14,993 14,117 6,322
The maturity analysis of lease liabilities is disclosed in note 37 to the Historical Financial
Information.
(c) The amounts recognised in profit or loss in relation to leases are as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on lease liabilities ............... 643 632 363
Depreciation charge of right-of-use assets ... 4,795 5,859 6,239
Loss/(gain) on termination of leases, net .... 24 (319) —
Expenses relating to short-term leases and
low-value leases (included in
administrative expenses, research and
development expenses and selling
expenses) ......................... 756 1,212 1,914
Total amount recognised in profit or loss .... 6,218 7,384 8,516
APPENDIX I ACCOUNTANTS’ REPORT
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(d) The total cash outflow for leases is disclosed in note 32 to the Historical Financial Information.
The Company as a lessee
(a) Right-of-use assets
Office premises
RMB’000
As at 1 January 2023 .............................................. 3,778
Depreciation provided during the year .................................. (944)
As at 31 December 2023 and 1 January 2024 ............................. 2,834
Increase as a result of lease modifications ............................... 609
Depreciation provided during the year .................................. (991)
As at 31 December 2024 and 1 January 2025 ............................ 2,452
Lease modification ................................................ (1,047)
Depreciation provided during the year .................................. (905)
As at 31 December 2025 ............................................ 500
(b) Lease liabilities
The carrying amount of lease liabilities and the movements during the Relevant Periods are as
follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at beginning of year ...... 4,907 5,057 5,850
Accretion of interest recognised during the
year ............................. 150 184 201
Lease modifications ................... — 609 (1,047)
Payments ........................... — — (1,565)
Carrying amount at end of year ........... 5,057 5,850 3,439
Analysed into:
Current portion ..................... — 2,109 2,947
Non-current portion .................. 5,057 3,741 492
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Analysed into:
Lease liabilities repayable:
Within 1 year ........................ — 2,109 2,947
1 to 2 years ......................... 2,528 3,741 492
2 to 5 years ......................... 2,529 — —
Total .............................. 5,057 5,850 3,439
The maturity analysis of lease liabilities is disclosed in note 37 to the Historical Financial
Information.
APPENDIX I ACCOUNTANTS’ REPORT
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15. OTHER INTANGIBLE ASSETS
The Group
Software
Proprietary
technology Patents Total
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
Cost at 1 January 2023, net of
accumulated amortisation .......... 2,832 — 2,650 5,482
Additions ....................... 18,319 — — 18,319
Amortisation provided during the year
(note 6) ...................... (10,176) — (300) (10,476)
Exchange realignment .............. 6 8——6 8
At 31 December 2023, net of
accumulated amortisation .......... 11,043 — 2,350 13,393
At 31 December 2023:
Cost ........................... 41,583 5,600 2,825 50,008
Accumulated amortisation ........... (30,540) (5,600) (475) (36,615)
Net carrying amount ............... 11,043 — 2,350 13,393
Software
Proprietary
technology Patents Total
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
Cost at 1 January 2024, net of
accumulated amortisation .......... 11,043 — 2,350 13,393
Additions ....................... 6,686 — — 6,686
Transfer ........................ 576 — — 576
Amortisation provided during the year
(note 6) ...................... (11,927) — (300) (12,227)
Exchange realignment .............. (199) — — (199)
At 31 December 2024, net of
accumulated amortisation .......... 6,179 — 2,050 8,229
At 31 December 2024:
Cost ........................... 47,145 5,600 2,825 55,570
Accumulated amortisation ........... (40,966) (5,600) (775) (47,341)
Net carrying amount ............... 6,179 — 2,050 8,229
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 361 ---
Software
Proprietary
technology Patents Total
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2025
Cost at 1 January 2025, net of
accumulated amortisation .......... 6,179 — 2,050 8,229
Additions ....................... 28,082 — — 28,082
Transfer ........................ 100 — — 100
Amortisation provided during the year
(note 6) ...................... (13,160) — (300) (13,460)
Exchange realignment .............. 9 7——9 7
At 31 December 2025, net of
accumulated amortisation .......... 21,298 — 1,750 23,048
At 31 December 2025:
Cost ........................... 78,000 5,600 2,825 86,425
Accumulated amortisation ........... (56,702) (5,600) (1,075) (63,377)
Net carrying amount ............... 21,298 — 1,750 23,048
The Company
Software
Proprietary
technology Total
RMB’000 RMB’000 RMB’000
31 December 2023
Cost at 1 January 2023, net of accumulated
amortisation ....................... 2,217 — 2,217
Additions ........................... 3,229 — 3,229
Amortisation provided during the year ...... (2,605) — (2,605)
At 31 December 2023, net of accumulated
amortisation ....................... 2,841 — 2,841
At 31 December 2023:
Cost ............................... 8,292 5,600 13,892
Accumulated amortisation ............... (5,451) (5,600) (11,051)
Net carrying amount ................... 2,841 — 2,841
Software
Proprietary
technology Total
RMB’000 RMB’000 RMB’000
31 December 2024
Cost at 1 January 2024, net of accumulated
amortisation ....................... 2,841 — 2,841
Additions ........................... 5,289 — 5,289
Transfer ............................ 575 — 575
Amortisation provided during the year ...... (4,558) — (4,558)
At 31 December 2024, net of accumulated
amortisation ....................... 4,147 — 4,147
At 31 December 2024:
Cost ............................... 14,155 5,600 19,755
Accumulated amortisation ............... (10,008) (5,600) (15,608)
Net carrying amount ................... 4,147 — 4,147
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 362 ---
Software
Proprietary
technology Total
RMB’000 RMB’000 RMB’000
31 December 2025
Cost at 1 January 2025, net of accumulated
amortisation ....................... 4,147 — 4,147
Additions ........................... 6,194 — 6,194
Transfer ............................ 100 — 100
Amortisation provided during the year ...... (4,642) — (4,642)
At 31 December 2025, net of accumulated
amortisation ....................... 5,799 — 5,799
At 31 December 2025:
Cost ............................... 20,450 5,600 26,050
Accumulated amortisation ............... (14,651) (5,600) (20,251)
Net carrying amount ................... 5,799 — 5,799
16. INVESTMENT IN ASSOCIATES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Share of net assets .................... 6,785 11,443 10,944
The following table illustrates the aggregate financial information of the Group’s associates that
are not individually material:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Share of the associates’ loss for the year .... (2,371) (2,243) (561)
Share of the associates’ total comprehensive
loss ............................. (2,295) (2,271) (539)
Aggregate carrying amount of the Group’s
investment in the associates ............ 6,785 11,443 10,944
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Share of net assets .................... 5,696 11,220 10,667
APPENDIX I ACCOUNTANTS’ REPORT
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The following table illustrates the aggregate financial information of the Company’s associates
that are not individually material:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Share of the associates’ loss and total
comprehensive loss for the year ......... (1,237) (1,454) (593)
Aggregate carrying amount of the Group’s
investment in the associates ............ 5,696 11,220 10,667
17. EQUITY INVESTMENTS DESIGNATED AT FAIR V ALUE THROUGH OTHER
COMPREHENSIVE INCOME
The Group and the Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Equity investments designated at fair value
through other comprehensive income
Unlisted equity investments, at fair value:
Changchun Changguang Zhengyuan
Microelectronics Technology Co., Ltd.
(“Changguang Zhengyuan ”)........... 65,000 65,000 65,000
Changchun Changguang Yuanchen
Microelectronics Technology Co., Ltd.
(“Changguang Yuanchen ”) ............ 8,386 10,239 28,662
Shanghai Yukan Technology Co., Ltd.
(“Shanghai Yukan ”) ................. 1,500 2,190 8,283
Changchun Changguang Qichen Technology
Co., Ltd.
(“Changguang Qichen ”) .............. 1,000 1,000 1,657
Total .............................. 75,886 78,429 103,602
The above equity investments were irrevocably designated at fair value through other
comprehensive income as the Group considers these investments to be strategic in nature.
18. INVENTORIES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials ....................... 94,609 42,358 66,378
Work in progress ..................... 83,043 56,569 118,239
Finished goods ....................... 110,874 116,361 73,265
Costs to fulfil a contract ................ 84,617 71,393 95,104
Total .............................. 373,143 286,681 352,986
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials ....................... 73,072 26,251 54,631
Work in progress ..................... 91,849 64,424 121,539
Finished goods ....................... 113,406 119,090 78,675
Costs to fulfil a contract ................ 25,612 9,148 12,980
Total .............................. 303,939 218,913 267,825
19. TRADE AND NOTES RECEIV ABLES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables ..................... 117,555 186,156 239,674
Notes receivable ...................... 159 3,744 6,860
117,714 189,900 246,534
Impairment .......................... (3,030) (5,154) (11,198)
Net carrying amount ................... 114,684 184,746 235,336
The Group’s trading terms with its customers are mainly on credit. The credit period is generally
30 to 60 days depending on the specific payment terms in each contract. Each customer has a maximum
credit limit. Overdue balances are reviewed regularly by senior management. Since the Group only
trades with recognised customers with good credit standing, no guarantee is required.
As at 31 December 2023, 2024 and 2025, the Group was exposed to certain credit risk
concentration, as 70.1%, 52.7% and 56.8% of trade receivables are from top five customers in each
year during the Relevant Periods. The Group does not hold any security or other credit increment over
the balances of accounts receivable. Trade receivables are non-interest-bearing.
Included in the Group’s trade receivables were trade receivables of RMB39,880,000,
RMB42,380,000 and RMB45,581,000 as at 31 December 2023, 2024 and 2025, respectively, due from
the Group’s related parties, which were repayable on credit terms similar to those offered to the major
customers of the Group.
APPENDIX I ACCOUNTANTS’ REPORT
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An ageing analysis of the trade receivables as at the end of each of the Relevant Periods, based on
the transaction date, is as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 6 months ...................... 77,650 145,542 189,368
6 to 12 months ....................... 34,736 15,875 16,863
1 to 2 years ......................... 5,169 23,661 21,133
2 to 3 years ......................... — 1,078 11,925
Over 3 years ........................ — — 385
Total .............................. 117,555 186,156 239,674
The movements in the loss allowance for impairment of trade receivables are as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year ................... 1,079 3,030 5,154
Impairment losses, net (note 6) ........... 1,948 2,128 6,276
Exchange realignment .................. 3 (4) 11
Amount written off as uncollectible ........ — — (243)
At end of year ....................... 3,030 5,154 11,198
An impairment analysis is performed at the end of each of the Relevant Periods using a provision
matrix to measure expected credit losses. The provision rates are based on days past due for groupings
of various customer segments with similar loss patterns (i.e., by ageing). The calculation reflects the
probability-weighted outcome, the time value of money and reasonable and supportable information that
is available at the end of each of the Relevant Periods about past events, current conditions and
forecasts of future economic conditions.
The Group applies the simplified approach to providing for expected credit losses prescribed by
HKFRS 9, which permits the use of the lifetime expected credit loss provision for all trade receivables.
The Group considers the overall characteristics of the shared credit risk of the trade receivables to
measure the expected credit losses. All of the receivables were relate to diversified customers for whom
there was no recent history of default.
The expected credit losses below incorporate forward-looking information, as there was no
material change in the types or credit profiles of the customers and overall risk in the CMOS image
sensor industry, the expected credit loss rate remained stable during the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
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Set out below is the information about the credit risk exposure on the Group’s trade receivables
using a provision matrix:
As at 31 December 2023
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Trade receivables aged:
Within 6 months .................... 77,650 1.00% 776
6 to 12 months ..................... 34,736 5.00% 1,737
1 to 2 years ....................... 5,169 10.00% 517
Total .............................. 117,555 2.58% 3,030
As at 31 December 2024
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Trade receivables aged:
Within 6 months .................... 145,542 1.00% 1,455
6 to 12 months ..................... 15,875 5.00% 794
1 to 2 years ....................... 23,661 10.00% 2,366
2 to 3 years ....................... 1,078 50.00% 539
Total .............................. 186,156 2.77% 5,154
As at December 31, 2025
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Trade receivables aged:
Within 6 months .................... 189,368 1.00% 1,894
6 to 12 months ..................... 16,863 5.00% 843
1 to 2 years ....................... 21,133 10.00% 2,113
2 to 3 years ....................... 11,925 50.00% 5,963
Over 3 years ....................... 385 100.00% 385
Total .............................. 239,674 4.67% 11,198
The Group’s notes receivable were all aged within one year and were neither past due nor
impaired.
At the end of each of the Relevant Periods, the Group endorsed certain notes receivable accepted
by certain banks in the PRC (the “ Endorsed Notes ”) to certain of its suppliers in order to settle the
trade payables due to such suppliers with carrying amounts in aggregate of RMB556,000,
RMB1,159,000 and RMB2,580,000 as at 31 December 2023, 2024 and 2025, respectively (the
“Endorsement ”). In addition, the Group discounted certain notes receivable (the “ Discounted Notes ”)
with carrying amounts in aggregate of RMB50,456,000, RMB33,103,000 and RMB70,316,000 as at 31
December 2023, 2024 and 2025, respectively (the “ Discount ”). The above Discounted Notes included
bank acceptance bills of RMB50,456,000, RMB33,103,000 and RMB70,316,000 as at 31 December
2023, 2024 and 2025, respectively. The Endorsed Notes and the Discounted Notes had a maturity within
six months as at 31 December 2023, 2024 and 2025. In accordance with the Law of Negotiable
APPENDIX I ACCOUNTANTS’ REPORT
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Instruments in the PRC, the holders of the Endorsed Notes and the Discounted Notes may exercise the
right of recourse against any, several or all of the persons liable for the Endorsed Notes and Discounted
Notes, including the Group, in disregard of the order of precedence (the “ Continuing Involvement ”).
The Group has transferred substantially all risks and rewards relating to certain Endorsed Notes
accepted by large and reputable banks with amounts of RMB556,000, RMB1,159,000 and
RMB2,580,000 as at 31 December 2023, 2024 and 2025, respectively, and the Discounted Notes
accepted by large and reputable banks with amounts of RMB50,456,000, RMB33,103,000 and
RMB70,316,000 as at 31 December 2023, 2024 and 2025, respectively (the “ Derecognised Notes ”).
The risk of the Group being claimed by the holders of the Derecognised Notes is remote in the absence
of a default of the accepted banks. Accordingly, it has derecognised the full carrying amounts of the
Derecognised Notes and the associated trade payables settled by the Endorsed Notes. The maximum
exposure to loss from the Group’s Continuing Involvement in the Derecognised Notes and the
undiscounted cash flows to repurchase these Derecognised Notes is equal to their carrying amounts.
The fair values of the Group’s Continuing Involvement in the Derecognised Notes are not significant.
During the Relevant Periods, the Group recognised the interest expense on the Discounted Notes
amounting to RMB729,000, RMB236,000 and RMB427,000, respectively. No gains or losses were
recognised from the Continuing Involvement. The Endorsement and Discount have been made evenly
throughout the year.
As at 31 December 2023, 2024 and 2025, notes receivable of RMB159,000, RMB3,744,000 and
RMB6,860,000, respectively, whose fair values approximate to their carrying values, were classified as
financial assets at fair value through other comprehensive income under HKFRS 9. The fair value
changes of these notes receivable at fair value through other comprehensive income were insignificant
during the Relevant Periods.
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables ..................... 73,719 116,652 104,817
Notes receivable ...................... 7,159 10,484 272
80,878 127,136 105,089
Impairment .......................... (2,582) (4,430) (9,515)
Net carrying amount ................... 78,296 122,706 95,574
An ageing analysis of the trade receivables as at the end of each of the Relevant Periods, based on
the transaction date, is as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 6 months ...................... 34,058 76,471 58,973
6 to 12 months ....................... 34,493 15,685 15,506
1 to 2 years ......................... 5,168 23,418 18,028
2 to 3 years ......................... — 1,078 11,925
Over 3 years ........................ — — 385
Total .............................. 73,719 116,652 104,817
APPENDIX I ACCOUNTANTS’ REPORT
– I-58 –


--- page 368 ---
The movements in the loss allowance for impairment of trade receivables are as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year ................... 561 2,582 4,430
Impairment losses, net ................. 2,021 1,848 5,085
At end of year ....................... 2,582 4,430 9,515
An impairment analysis is performed at the end of each of the Relevant Periods using a provision
matrix to measure expected credit losses. The provision rates are based on days past due for groupings
of various customer segments with similar loss patterns (i.e., by ageing). The calculation reflects the
probability- weighted outcome, the time value of money and reasonable and supportable information
that is available at the end of each of the Relevant Periods about past events, current conditions and
forecasts of future economic conditions.
The Company applies the simplified approach to providing for expected credit losses prescribed
by HKFRS 9, which permits the use of the lifetime expected credit loss provision for all trade
receivables. The Company considers the overall characteristics of the shared credit risk of the trade
receivables to measure the expected credit losses. All of the receivables were relate to diversified
customers for whom there was no recent history of default.
The expected credit losses below incorporate forward-looking information, as there was no
material change in the types or credit profiles of the customers and overall risk in the CMOS image
sensor industry, the expected credit loss rate remained stable during the Relevant Periods.
Set out below is the information about the credit risk exposure on the Company’s trade
receivables using a provision matrix:
As at 31 December 2023
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Trade receivables aged:
Within 6 months .................... 34,058 1.00% 340
6 to 12 months ..................... 34,493 5.00% 1,725
1 to 2 years ....................... 5,168 10.00% 517
Total .............................. 73,719 3.50% 2,582
As at 31 December 2024
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Trade receivables aged:
Within 6 months .................... 76,471 1.00% 765
6 to 12 months ..................... 15,685 5.00% 784
1 to 2 years ....................... 23,418 10.00% 2,342
2 to 3 years ....................... 1,078 50.00% 539
Total .............................. 116,652 3.80% 4,430
APPENDIX I ACCOUNTANTS’ REPORT
– I-59 –


--- page 369 ---
As at 31 December 2025
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Trade receivables aged:
Within 6 months .................... 58,973 1.00% 589
6 to 12 months ..................... 15,506 5.00% 775
1 to 2 years ....................... 18,028 10.00% 1,803
2 to 3 years ....................... 11,925 50.00% 5,963
Over 3 years ...................... 385 100.00% 385
Total .............................. 104,817 9.08% 9,515
20. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Prepayments ......................... 8,886 9,952 17,933
Prepayments for property, plant and
equipment and other assets ............ 454 1,259 2,504
Deposits and other receivables ............ 7,015 4,061 6,706
Deferred listing expense ................ — — 3,938
Deductible input value-added tax .......... 12,769 6,949 4,897
Total .............................. 29,124 22,221 35,978
Analysed into:
Current portion ....................... 28,670 20,962 33,474
Non-current portion ................... 454 1,259 2,504
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Prepayments ......................... 5,459 4,625 8,806
Prepayments for property, plant and
equipment and other assets ............ 386 1,180 2,446
Deposits and other receivables ............ 3,333 1,138 1,050
Deferred listing expense ................ — — 3,938
Deductible input value-added tax .......... 1,578 — —
Total .............................. 10,756 6,943 16,240
Analysed into:
Current portion ....................... 10,370 5,763 13,794
Non-current portion ................... 386 1,180 2,446
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 370 ---
21. FINANCIAL ASSETS AT FAIR V ALUE THROUGH PROFIT OR LOSS
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Unlisted equity investments, at fair value .... 15,127 18,700 20,301
Shanghai Zhusi Enterprise Management
Center (Limited Partnership) (“ Shanghai
Zhusi ”) ........................ 5,000 5,000 4,379
Jacal Electronic (Wuxi) Co, Ltd.
(“Jacal ”) ........................ 10,127 13,700 15,922
Other unlisted investments, at fair value .... 90,625 100,894 271,197
Total .............................. 105,752 119,594 291,498
Analysed into:
Current ............................ 90,625 100,894 271,197
Non-current ......................... 15,127 18,700 20,301
The Group’s shareholding in Shanghai Zhusi and Jacal was 10% and 2%, respectively and the
Group could not control, jointly control or have significant influence on them. Shanghai Zhusi was
established as a limited partnership with a six-year term commencing on its incorporation date.
According to the investment agreement signed by the Company and Jacal, if certain conditions are
unsatisfied, the Company shall have the right to require Jacal or its founder(s) to repurchase the
Company’s shares in Jacal at a price equal to the original investment amount plus a fixed rate of return
of 8% per annum calculated on a simple interest basis. The above equity investments were classified as
financial assets at fair value through profit or loss as they were held for trading and their contractual
cash flows were not solely payments of principal and interest.
The above other unlisted investments were structured deposits issued by banks in Chinese
mainland with a maturity period within one year. The fair values of the financial assets approximate to
their costs plus expected interest. They were mandatorily classified as financial assets at fair value
through profit or loss as their contractual cash flows are not solely payments of principal and interest.
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Unlisted equity investments, at fair value .... 15,127 18,700 20,301
Other unlisted investments, at fair value .... 65,292 50,518 45,063
Total .............................. 80,419 69,218 65,364
Analysed into:
Current ............................ 65,292 50,518 45,063
Non-current ......................... 15,127 18,700 20,301
APPENDIX I ACCOUNTANTS’ REPORT
– I-61 –


--- page 371 ---
22. CASH AND CASH EQUIV ALENTS, RESTRICTED CASH AND TIME DEPOSITS
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and bank balances ................ 91,980 405,151 236,794
Time deposits ........................ 438,730 309,782 738,651
Subtotal ............................ 530,710 714,933 975,445
Less:
Restricted cash ..................... 3,278 2,167 489
Time deposits with original maturity of
over three months when acquired ...... 434,719 309,782 738,651
Cash and cash equivalents ............... 92,713 402,984 236,305
Time deposits are classified as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current:
Time deposits at amortised cost ......... 322,431 20,172 30,283
Time deposits at fair value through other
comprehensive income .............. 112,288 289,610 677,746
Subtotal .......................... 434,719 309,782 708,029
Non-Current:
Time deposits at amortised cost ......... — — 30,622
Total .............................. 434,719 309,782 738,651
Time deposits at amortised cost are held within a business model with the objective to hold
financial assets in order to collect contractual cash flows, while time deposits 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.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 372 ---
The cash and cash equivalents and restricted cash are denominated in the following currencies:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and cash equivalents
denominated in:
RMB .............................. 61,446 377,550 142,689
United States dollar (“ US$”) ............. 22,839 20,005 85,205
European dollar (“ EUR”) ............... 3,678 1,932 973
Japanese Yen (“ JPY”).................. 4,746 3,495 7,437
Others ............................. 421
Total .............................. 92,713 402,984 236,305
Restricted cash denominated in:
RMB .............................. 3,071 1,650 —
JPY ............................... ———
EUR .............................. 207 447 489
US$ ............................... —7 0—
Total .............................. 3,278 2,167 489
The RMB is not freely convertible into other currencies, however, under Chinese mainland’s
Foreign Exchange Control Regulations and Administration of Settlement, and Sale and Payment of
Foreign Exchange Regulations, the Group is permitted to exchange RMB for other currencies through
banks authorised to conduct foreign exchange business.
Cash at banks earns interest at floating rates based on a daily basis. The bank balances and
restricted cash are deposited with creditworthy banks with no history of default and with low credit
risk.
As at 31 December 2023, 2024 and 2025, restricted cash of RMB3,278,000, RMB2,167,000 and
RMB489,000 had been pledged for letter of credits, currency options, bank bill acceptance and leases.
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and bank balances ................ 26,421 140,311 91,424
Time deposits ........................ 171,200 246,802 403,799
Subtotal ............................ 197,621 387,113 495,223
Less:
Deposits with original maturity of over
three months when acquired .......... 171,200 246,802 403,799
Cash and cash equivalents ............... 26,421 140,311 91,424
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 373 ---
Time deposits are classified as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current:
Time deposits at amortised cost ......... 150,998 20,172 30,283
Time deposits at fair value through other
comprehensive income .............. 20,202 226,630 342,894
Subtotal .......................... 171,200 246,802 373,177
Non-Current:
Time deposits at amortised cost ......... — — 30,622
Total .............................. 171,200 246,802 403,799
The cash and cash equivalents and restricted cash are denominated in the following currencies:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and cash equivalents denominated in:
RMB .............................. 19,886 135,034 86,435
US$ ............................... 6,535 3,998 4,985
EUR .............................. — 1,279 4
Total .............................. 26,421 140,311 91,424
23. TRADE AND NOTES PAYABLES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade payables ....................... 62,185 27,401 81,158
Notes payables ....................... — 2,933 —
Net carrying amount ................... 62,185 30,334 81,158
An ageing analysis of the trade and notes payables as at the end of each of the Relevant Periods,
based on the invoice date, is as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year ........................ 60,513 24,526 76,949
1 to 2 years ......................... 1,354 5,175 3,256
2 to 3 years ......................... 318 503 953
Over 3 years ........................ — 130 —
Total .............................. 62,185 30,334 81,158
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 374 ---
The trade payables are non-interest-bearing and generally the credit terms range from 30 to 60
days.
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year ........................ 58,294 20,232 73,325
1 to 2 years ......................... 1,354 5,047 3,151
2 to 3 years ......................... 318 503 887
Over 3 years ........................ — 130 —
Total .............................. 59,966 25,912 77,363
24. OTHER PAYABLES AND ACCRUALS
The Group
As at 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Contract liabilities ................... (a) 120,727 82,577 230,264
Other payables and accruals ............ (b) 115,260 104,388 122,003
Taxes payable other than corporate income
tax ............................. 4,237 7,808 19,502
Payroll payable ...................... 19,848 24,161 30,447
Deferred income ..................... 898 2,218 2,961
Total ............................. 260,970 221,152 405,177
Analysed into:
Current portion ...................... 121,189 91,753 293,747
Non-current portion .................. 139,781 129,399 111,430
Notes:
(a) Details of contract liabilities are as follows:
As at 1 January As at 31 December
2023 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Advances received from customers
CMOS image sensors ................. 18,147 20,520 15,161 92,170
Customised sensor solutions ............. 101,112 100,207 67,416 138,094
Total ........................... 119,259 120,727 82,577 230,264
Contract liabilities include advances received to deliver products and provide customised sensor solutions. Contract
liabilities remained relatively stable as of 31 December 2023. The decrease in 2024 was mainly due to the decrease in
advances received from customers in relation to the customised sensor solutions. The increase in contract liabilities in
2025 was mainly due to the increase in advances received from customers in relation to the customised sensor solutions.
(b) Other payables are unsecured and non-interest-bearing.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 375 ---
In December 2022, Gpixel Hangzhou entered into a Capital Increase Agreement and Shareholders’
Agreement with Zhejiang Province Industrial Fund Co., Ltd. (“ Zhejiang Industrial Fund ”). Under
these agreements, Zhejiang Industrial Fund invested RMB100,000,000 to subscribe RMB1,250,000 of
newly increased registered capital of Gpixel Hangzhou.
According to the terms, Gpixel Hangzhou or its designated third party, as the repurchaser, is
required to repurchase the minority equity held by Zhejiang Industrial Fund and repay the
RMB100,000,000 to Zhejiang Industrial Fund. If the Group can fulfil certain conditions such as talents
and innovation set by local government and repurchase the equity in certain years, the Group will bear
no any interests.
The Company
As at 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Contract liabilities ................... (a) 59,167 32,962 139,466
Other payables and accruals ............ (b) 4,227 3,234 9,251
Taxes payable other than corporate income
tax ............................ 3,571 7,144 16,332
Payroll payable ...................... 9,059 10,750 12,244
Deferred income ..................... 898 1,272 1,082
Total ............................. 76,922 55,362 178,375
Analysed into:
Current portion .................... 67,314 54,090 175,097
Non-current portion ................. 9,608 1,272 3,278
Notes:
(a) Details of contract liabilities are as follows:
As at 1 January As at 31 December
2023 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Advances received from customers
CMOS image sensors ................. 16,092 17,142 13,959 68,563
Customised sensor solutions ............. 46,030 42,025 19,003 70,903
Total ........................... 62,122 59,167 32,962 139,466
(b) Other payables and accruals are unsecured and non-interest-bearing.
25. DERIV ATIVE FINANCIAL INSTRUMENTS
The Group
As at 31 December
2023 2024 2025
Liabilities Liabilities Liabilities
RMB’000 RMB’000 RMB’000
Options for foreign currency ............. — 199 —
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 376 ---
26. INTEREST-BEARING BANK BORROWINGS
The Group and the Company
Effective
interest rate (%) Maturity 31 December 2023
RMB’000
Current
Interest-bearing bank loans — unsecured ... 1.30 2024 2,000
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Analysed into:
Interest-bearing bank loans:
Within one year ................... 2,000 — —
Total .............................. 2,000 — —
27. PROVISION
The Group
Warranties
RMB’000
At 1 January 2023 ................................................ 2,798
Additional provision ............................................... 2,525
Amounts utilised/reversed during the year ............................... (2,798)
At 31 December 2023 and 1 January 2024 ............................... 2,525
Additional provision ............................................... 2,553
Amounts utilised/reversed during the year ............................... (2,525)
At 31 December 2024 and 1 January 2025 ............................... 2,553
Additional provision ............................................... 3,973
Amounts utilised/reversed during the year ............................... (2,553)
At 31 December 2025 .............................................. 3,973
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 377 ---
The Company
Warranties
RMB’000
At 1 January 2023 ................................................ 2,798
Additional provision ............................................... 2,525
Amounts utilised/reversed during the year ............................... (2,798)
At 31 December 2023 and 1 January 2024 ............................... 2,525
Additional provision ............................................... 2,553
Amounts utilised/reversed during the year ............................... (2,525)
At 31 December 2024 and 1 January 2025 ............................... 2,553
Additional provision ............................................... 3,664
Amounts utilised/reversed during the year ............................... (2,553)
At 31 December 2025 .............................................. 3,664
The Group provides warranties to its customers on certain of its products for replacement of
defects occurring during the warranty period. The amount of the provision for the warranties is
estimated based on sales volumes and past experience of the level of replacement. The estimation basis
is reviewed on an ongoing basis and revised where appropriate.
28. DEFERRED TAX
The Group
The movements in deferred tax assets and liabilities during the Relevant Periods are as follows:
Deferred tax assets
Impairment of
trade receivables
Impairment of
inventories
Unrealised profits
from
inter-company
transactions Lease liabilities Provision Deferred income
Changes in
fair value of
financial assets at
fair value
through profit or
loss Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 ....... 56 1,195 827 2,772 280 193 4 5,327
Deferred tax credited/(charged)
to profit or loss during the
year (note 10) ....... 202 1,098 437 (581) (27) (105) (4) 1,020
At 31 December 2023 and
1 January 2024 ....... 258 2,293 1,264 2,191 253 88 — 6,347
Deferred tax credited/(charged)
to profit or loss during the
year (note 10) ....... 185 (172) (425) (76) 2 39 — (447)
At 31 December 2024 and
1 January 2025 ....... 443 2,121 839 2,115 255 127 — 5,900
Deferred tax credited/(charged)
to profit or loss during the
year (note 10) ........ 509 960 (303) (1,206) 111 (19) — 52
At 31 December 2025 ..... 952 3,081 536 909 366 108 — 5,952
APPENDIX I ACCOUNTANTS’ REPORT
– I-68 –


--- page 378 ---
Deferred tax liabilities
Changes in
fair value of
financial assets
at fair value
through profit
or loss
Changes in fair
value of
financial assets
at fair value
through other
comprehensive
income
Investment with
technology
Right-of-use
assets
Accrued
interest income Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 ........... — — 906 2,659 — 3,565
Deferred tax charged/(credited) to
profit or loss during the year (note
10) .................. 29 — — (691) — (662)
At 31 December 2023 and
1 January 2024 ............ 29 — 906 1,968 — 2,903
Deferred tax charged to other
comprehensive income during the
year .................. — 254 — — — 254
Deferred tax charged/(credited) to
profit or loss during the year (note
10) .................. 381 — — (193) — 188
At 31 December 2024 and
1 January 2025 ........... 410 254 906 1,775 — 3,345
Deferred tax charged to other
comprehensive income during the
year .................. — 2,517 — — — 2,517
Deferred tax charged/(credited) to
profit or loss during the year (note
10) ................... 133 — — (1,160) 680 (347)
At 31 December 2025 ......... 543 2,771 906 615 680 5,515
For presentation purposes, certain deferred tax assets and liabilities have been offset in the
statement of financial position. The following is an analysis of the deferred tax balances of the Group
for financial reporting purposes:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net deferred tax assets recognised in the
consolidated statement of financial
position .......................... 3,444 2,555 437
Net deferred tax liabilities recognised in the
consolidated statement of financial
position .......................... ———
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 379 ---
Deferred tax assets have not been recognised in respect of the following items:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Deductible temporary differences .......... 10,515 13,834 14,773
Tax losses .......................... 107,625 137,089 161,443
Total .............................. 118,140 150,923 176,216
The Group has tax losses of RMB107,625,000, RMB137,089,000 and RMB161,443,000 as at 31
December 2023, 2024 and 2025, respectively, that will expire in one to ten years for offsetting against
future taxable profits. Deferred tax assets have not been recognised in respect of these tax losses as it is
not considered probable that taxable profits will be available against which the above items can be
utilised.
The Company
Deferred tax assets
Impairment of
trade receivables
Impairment of
inventories Lease liabilities Provision Deferred income
Changes in
fair value of
financial assets
at fair value
through profit or
loss Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 ...... 56 1,234 491 280 193 4 2,258
Deferred tax
credited/(charged) to profit
or loss during the year ... 202 1,096 15 (27) (105) (4) 1,177
At 31 December 2023 and
1 January 2024 ....... 258 2,330 506 253 88 — 3,435
Deferred tax
credited/(charged) to profit
or loss during the year ... 185 (136) 79 2 39 — 169
At 31 December 2024 and
1 January 2025 ....... 443 2,194 585 255 127 — 3,604
Deferred tax
credited/(charged) to profit
or loss during the year ... 509 980 (241) 111 (19) — 1,340
At 31 December 2025 ..... 952 3,174 344 366 108 — 4,944
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 380 ---
The Company
Deferred tax liabilities
Changes in
fair value of
financial assets
at fair value
through profit
or loss
Changes in fair
value of
financial assets
at fair value
through other
comprehensive
income
Investment with
technological
achievements
Right-of-use
assets
Accrued
interest income Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 ........... — — 906 378 — 1,284
Deferred tax charged/(credited) to
profit or loss during the year .... 29 — — (95) — (66)
At 31 December 2023 and
1 January 2024 ............ 29 — 906 283 — 1,218
Deferred tax charged to other
comprehensive income during the
year .................. — 254 — — — 254
Deferred tax charged/(credited) to
profit or loss during the year .... 381 — — (38) — 343
At 31 December 2024 and
1 January 2025 ........... 410 254 906 245 — 1,815
Deferred tax charged to other
comprehensive income during the
year .................. — 2,517 — — — 2,517
Deferred tax charged/(credited) to
profit or loss during the year .... 133 — — (195) 680 618
At 31 December 2025 ......... 543 2,771 906 50 680 4,950
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
Company for financial reporting purposes:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net deferred tax assets recognised in the
consolidated statement of financial
position .......................... 2,217 1,789 —
Net deferred tax liabilities recognised in the
consolidated statement of financial
position .......................... —— 6
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 381 ---
29. SHARE CAPITAL
The Group and the Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Authorised:
Ordinary shares with par value of RMB1.00
each ............................. 370,000 370,000 370,000
Issued and fully paid:
Ordinary shares with par value of RMB1.00
each ............................. 370,000 370,000 370,000
A summary of movements in the Company’s share capital is as follows:
Number of
shares in issue Share capital
RMB’000
At 1 January 2023, 31 December 2023, 2024 and 2025 ....... 370,000,000 370,000
30. SHARE-BASED PAYMENTS
Employee shareholding plan
On 21 July 2021, the board of directors of the Company adopted an employee shareholding plan
(“Employee Shareholding Plan ”), which was then supplemented on 24 October 2022 and further
amended and approved on 5 June 2025, to incentivise employees by indirectly holding the Company’s
shares through employee shareholding platforms at the authorisation of the shareholders of the
Company. The shares underlying the Employee Shareholding Plan were held by two direct shareholding
platforms Zhuhai Yunchen Qixin Investment Partnership Enterprise (Limited Partnership) (“ Zhuhai
Yunchen”) and Zhuhai Xuchen Qixin Investment Partnership Enterprise (Limited Partnership) (“ Zhuhai
Xuchen ”), holding 52,800,000 shares and 22,200,000 shares of the Company after the Conversion into
a joint stock company in December 2022, respectively.
From July 2021 to October 2022, total 7,500,000 shares of the Company before the conversion
into a joint stock company were all granted to certain of directors, senior management and employees
of the Group at total consideration of RMB124,050,000. Pursuant to the terms of shareholding
agreements, 5,787,000 shares were granted and vested; 1,713,000 shares can be exercisable after 36
months from the date the Company being listed (the “ Lock-up Period ”) and shall exercise in
installment of 20%, 20%, 15%, 15%, 10%, 10% and 10% each year after the Lock-up Period.
Employees should remain employment during the exercise periods or 5 years. The Lock-up Period was
approved to shorten to 12 months from the date the Company being listed and the exercise period
amended to in installment of 5%, 5%, 10%, 20%, 15%, 15%, 10%, 10% and 10% each year after the
Lock-up Period in June 2025.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 382 ---
The following shares were outstanding under the employee shareholding plan during the Relevant
Periods:
Number of shares
At 1 January 2023, 31 December 2023, 2024 and 2025 ...................... 17,130,000
The fair values of the shares granted were estimated as at the grant date by an external valuer
using the discount cash flow method or using the recent market transaction value.
Share option scheme
On 16 June 2023, the board of directors of the Company approved the establishment a share
option scheme (the “ Pre-IPO Share Option Scheme ”), which was further amended and approved on 5
June 2025, to attract and retain outstanding talents and motivate the management and employees. The
maximum number of shares that maybe issued under this option scheme shall be 6,173,000 ordinary
shares. The share option scheme shall be valid and effective for the period of from 20 June 2023.
Total 6,173,000 shares under the share option scheme were granted to 23 employees and three
connected persons with 573,000 shares and 5,600,000 shares, respectively at the exercise price of RMB
10 per share on 20 June 2023 (the “ Grant Date ”). The share options can be exercisable after the later
of (1) the date before the first trading day after 20 months from the Grant Date, and (2) the Company
being listed and the employees shall satisfy certain performance targets. The Company has right to
repurchase the exercised shares at lower price if the employees resign in the five years after the Grant
Date, which was further extended to seven years in June 2025.
Subject to the satisfaction of the vesting conditions, the employees can exercise the options in
instalments under the following arrangement:
(1) the first exercise period: 50% of exercisable numbers of share options from the first vesting
date after the vesting period until the last trading day within 22 months after the vesting
period; and
(2) the second exercise period: 50% of exercisable numbers of share options from first trading
day after the first exercise period until the last trading day within 39 months after the
vesting period, which was further shortened to from first trading day after the first exercise
period until the last trading day within 29 months after the vesting period.
The following shares were outstanding under the share option scheme during the Relevant
Periods:
Number of option Exercise price
RMB yuan
At 1 January 2023 .................................. ——
Granted during the year .............................. 6,173,000 10
At 31 December 2023, 2024 .......................... 6,173,000 10
Forfeited during the year ............................. (11,000) 10
At 31 December 2025 ................................ 6,162,000
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 Grant Date based on the market transaction price and using binomial model with the following
assumptions used:
Expected volatility ................................ 61.87%/62.85%
Risk-free interest rate .............................. 2.37%/2.46%
Exercise multiple ................................. 2.8
Expected forfeiture rate ............................ 0%
Expected life of options ............................ 3.5 years/4.9 years
During the Relevant Periods, the Group recognised share-based payments expense of
RMB52,877,000, RMB52,252,000 and RMB60,310,000, respectively.
31. RESERVES
The Group
The amounts of the Group’s reserves and the movements therein for the Relevant Periods are
presented in the consolidated statements of changes in equity.
Equity reserves
Equity reserves of the Group mainly represents share premium arising from issue of shares at a
price in excess of their par value. Share premium of the Company represent the share premium
contributed by the shareholders of the Company upon its conversion into a joint stock company in
December 2022. Share option/award reserve transfers to share premium upon the vesting.
Statutory surplus reserve
In accordance with the Company Law of the PRC, certain subsidiaries of the Group which is a
domestic enterprise is required to allocate 10% of its profit after tax, as determined in accordance with
the relevant PRC accounting standards, to its statutory surplus reserve until the reserve reaches 50% of
its registered capital. Subject to certain restrictions set out in the Company Law of the PRC, part of the
statutory surplus reserve may be converted to registered capital, provided that the remaining balance
after the capitalisation is not less than 25% of the registered capital.
Exchange fluctuation reserve
The exchange fluctuation reserve is used to record exchange differences arising from the
translation of the Historical Financial Information of entities of which the functional currency is not
RMB.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 384 ---
The Company
The amounts of the Company’s reserves and the movements therein for the Relevant Periods are
presented as below:
Equity reserves
Share option/
award reserve
Fair value reserve
of financial assets
at fair value
through other
comprehensive
income
Statutory surplus
reserve Retained profits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 ....................... 585,449 11,432 — — (184,159) 412,722
Profit for the year ....................... ———— 204,771 204,771
Equity-settled share-based payments arrangement .......... — 52,877 — — — 52,877
Transfer to statutory surplus reserve ................ — — — 2,061 (2,061) —
Others ............................ 3 8 8———— 3 8 8
At 31 December 2023 and 1 January 2024 ............. 585,837 64,309 — 2,061 18,551 670,758
Profit for the year ....................... ———— 207,820 207,820
Change in fair value of equity investments at
fair value through other comprehensive income, net of tax ...... — — 2,289 — — 2,289
Equity-settled share-based payments arrangement .......... — 52,252 — — — 52,252
Transfer to statutory surplus reserve ................ — — — 20,782 (20,782) —
Others ............................ (22) ———— (22)
At 31 December 2024 and at 1 January 2025 ............ 585,815 116,561 2,289 22,843 205,589 933,097
Profit for the year ....................... ———— 293,115 293,115
Change in fair value of equity investments at fair value through other
comprehensive income, net of tax ................ — — 22,656 — — 22,656
Equity-settled share-based payments arrangement .......... — 60,310 — — — 60,310
Transfer to statutory surplus reserve ................ — — — 29,311 (29,311) —
Dividends declared to shareholders ................ ———— (18,500) (18,500)
Others ............................ 4 0————4 0
At 31 December 2025 ..................... 585,855 176,871 24,945 52,154 450,893 1,290,718
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 385 ---
32. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Major non-cash transactions
During the years ended 31 December 2023, 2024 and 2025, the Group had non-cash additions to
right-of-use assets and lease liabilities of RMB557,000, RMB2,208,000 and RMB285,000, respectively,
in respect of lease arrangements for office premises.
During the year ended 31 December 2025, the lease liabilities of RMB1,565,000 were discharged
through the endorsement of notes receivable.
(b) Changes in liabilities arising from financing activities
Bank and
other loans Lease liabilities
Other payables
and accruals
RMB’000 RMB’000 RMB’000
At 1 January 2023 .................... 1,500 17,500 100,000
Changes from financing cash flows ........ 487 (3,275) —
New leases .......................... — 557 —
Interest expense accrued ................ 13 643 —
Effect of foreign exchange rate changes ..... — 204 —
Termination of redemption liabilities ....... — (636) —
At 31 December 2023 and 1 January 2024 ... 2,000 14,993 100,000
Changes from financing cash flows ........ (2,045) (5,249) —
Lease modifications ................... — 4,916 —
New leases .......................... — 2,208 —
Interest expense accrued ................ 45 632 —
Effect of foreign exchange rate changes ..... — (124) —
Termination of redemption liabilities ....... — (3,259) —
At 31 December 2024 and 1 January 2025 ... — 14,117 100,000
Changes from financing cash flows ........ — (6,092) —
Non-cash settlement ................... — (1,565) —
Lease modifications ................... — (1,047) —
Interest expense accrued ................ — 363 —
New leases .......................... — 285 —
Effect of foreign exchange rate changes ..... — 261 —
At 31 December 2025 .................. — 6,322 100,000
(c) Total cash outflow for leases
The total cash outflow for leases included in the consolidated statements of cash flows is as
follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within operating activities ............... 756 1,212 1,914
Within financing activities ............... 3,275 5,249 6,092
Total .............................. 4,031 6,461 8,006
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 386 ---
33. COMMITMENTS
At the end of each of the Relevant Periods, the Group did not have any significant contractual
commitments.
34. RELATED PARTY TRANSACTIONS
Details of the Group’s principal related parties are as follows:
Name Relationship
Beijing Haomo Technology Co., Ltd. (“ Beijing
Haomo ”) ...........................
An associate
Group A .............................. A shareholder’s controlling shareholder and three
entities ultimately controlled by the shareholder
Changchun UP Optotech Co., Ltd.
(“UP OPTOTECH Group ”) .............
A shareholder and one entity controlled by the
same shareholder
LUSTER LightTech Co., LTD.
(“Luster Group ”) (note (a)) .............
A shareholder and three entities ultimately
controlled by the shareholder
Notes:
(a) Beijing LUSTER LightTech Co., Ltd. was a subsidiary of Luster Group from 2020 to March 2023 and was not a related
party since March 2023.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 387 ---
(a) The Group had the following transactions with related parties during the Relevant Periods:
Year ended 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Sales of products to:
Group A* .......................... (i) 42,109 31,865 27,063
Luster Group ....................... (i) 4,958 5,960 10,402
Beijing Haomo ...................... (i) N/A 31 369
47,067 37,856 37,834
Providing services to:
Group A* .......................... (i) 68,009 8,081 384
Purchases of products from:
Group A ........................... (ii) 15 — 166
Purchase of services from:
Group A .......................... (ii) 31 16 3
Beijing Haomo ...................... (ii) N/A — 469
3 11 532
Purchase of other intangible assets from:
Beijing Haomo ...................... (ii) — — 354
Rental paid to:
Group A ........................... (iii) — 641 294
Notes:
(i) The sales to related parties were made according to the published prices and conditions offered to the major customers of
the Group.
(ii) The purchases from related parties were made according to the published prices and conditions offered by the related
parties to their major customers.
(iii) The rental paid to related parties were charged with reference to prices mutually agreed between the parties.
* Including sales products to UP OPTOTECH Group of RMB110,000, RMB224,000 and RMB200,000 and providing
provision service to UP OPTOTECH Group of nil, RMB2,798,000 and nil during the years ended 31 December, 2023,
2024 and 2025.
The related party transactions in respect items sales of product to UP OPTOTECH Group and
Luster Group and providing services to UP OPTOTECH Group also constitute connected transactions as
defined in Chapter 14A of Listing Rules.
APPENDIX I ACCOUNTANTS’ REPORT
– I-78 –


--- page 388 ---
(b) Outstanding balances with related parties:
As at 31 December
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables (trade):
Group A ........................... 39,407 41,159 43,700
Luster Group ....................... (i) 473 1,221 1,652
Beijing Haomo ...................... — — 229
39,880 42,380 45,581
Contract liabilities (trade):
Group A ........................... 9,684 5,916 19,868
Luster Group ....................... 1,016 — —
10,700 5,916 19,868
Note:
(i) As at 31 December 2023, 2024 and 2025, the Group’s outstanding balances with related parties are unsecured, interest-free
and repayable on demand.
(c) Compensation of key management personnel of the Group:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, bonuses, allowances and benefits in
kind ............................. 6,890 7,054 6,587
Share-based payments expense ........... 9,342 6,784 8,702
Pension scheme contributions ............ 226 256 227
Total compensation paid to key management
personnel ......................... 16,458 14,094 15,516
Further details of directors’ and the supervisors’ emoluments are included in note 8 to the
Historical Financial Information.
Redemption rights of the Pre-IPO Investors granted by the Selling Shareholders as defined in
Prospectus
Prior to the Relevant Periods, the Pre-IPO Investors had been granted the repurchase rights by the
Selling Shareholders (the “ SS Redemption Right ”). The Company is not a party to the relevant equity
transfer agreements entered into by and between the Selling Shareholders and the Pre-IPO Investors.
Pursuant to supplemental agreements entered into by the Selling Shareholders and the Pre-IPO
Investors, the SS Redemption Right was terminated in June 2023.
The Company has not provided any form of guarantee in connection with any potential default or
failure by the Selling Shareholders to fulfill their obligations relating to SS Redemption Right.
Accordingly, no financial liability regarding SS Redemption Right was recorded during the Relevant
Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-79 –


--- page 389 ---
35. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments as at the end of each of
the Relevant Periods are as follows:
The Group
31 December 2023
Financial assets
Financial assets at
fair value through
profit or loss
Financial assets at fair value through
other comprehensive income
Mandatorily
designated as such Debt investments Equity investments
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated at fair
value through other comprehensive
income ................ — — 75,886 — 75,886
Financial assets at fair value through
profit and loss ............. 105,752 — — — 105,752
Trade and notes receivables ....... — 159 — 114,525 114,684
Financial assets include in prepayments,
other receivables and other assets ... — — — 7,015 7,015
Restricted cash ............. — — — 3,278 3,278
Cash and cash equivalents ........ — — — 92,713 92,713
Time deposits .............. — 112,288 — 322,431 434,719
Total ................... 105,752 112,447 75,886 539,962 834,047
Financial liabilities
Financial liabilities
at amortised cost
RMB’000
Trade and notes payables ........................................... 62,185
Financial liabilities included in other payables and accruals .................. 115,260
Interest-bearing bank borrowings ...................................... 2,000
Lease liabilities .................................................. 14,993
Total .......................................................... 194,438
APPENDIX I ACCOUNTANTS’ REPORT
– I-80 –


--- page 390 ---
31 December 2024
Financial assets
Financial assets at
fair value through
profit or loss
Financial assets at fair value through
other comprehensive income
Mandatorily
designated as such Debt investments Equity investments
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated at fair
value through other comprehensive
income ................ — — 78,429 — 78,429
Financial assets at fair value through
profit and loss ............. 119,594 — — — 119,594
Trade and notes receivables ....... — 3,744 — 181,002 184,746
Financial assets include in prepayments,
other receivables and other assets ... — — — 4,061 4,061
Restricted cash ............. — — — 2,167 2,167
Cash and cash equivalents ........ — — — 402,984 402,984
Time deposits .............. — 289,610 — 20,172 309,782
Total ................... 119,594 293,354 78,429 610,386 1,101,763
Financial liabilities
Financial liabilities
at fair value
through profit or
loss Financial liabilities
at amortized cost TotalHeld for trading
RMB’000 RMB’000 RMB’000
Trade and notes payables ............... — 30,334 30,334
Financial liabilities included in other
payables and accruals ................ — 104,388 104,388
Derivative financial instruments .......... 199 — 199
Lease liabilities ...................... — 14,117 14,117
Total .............................. 199 148,839 149,038
APPENDIX I ACCOUNTANTS’ REPORT
– I-81 –


--- page 391 ---
31 December 2025
Financial assets
Financial assets at
fair value through
profit or loss
Financial assets at fair value through
other comprehensive income
Mandatorily
designated as such Debt investments Equity investments
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated at fair
value through other comprehensive
income ................ — — 103,602 — 103,602
Financial assets at fair value through
profit and loss ............ 291,498 — — — 291,498
Trade and notes receivables ....... — 6,860 — 228,476 235,336
Financial assets include in prepayments,
other receivables and other assets ... — — — 6,706 6,706
Restricted cash ............. — — — 489 489
Cash and cash equivalents ........ — — — 236,305 236,305
Time deposits .............. — 677,746 — 60,905 738,651
Total ................... 291,498 684,606 103,602 532,881 1,612,587
Financial liabilities
Financial liabilities
at amortised cost
RMB’000
Trade and notes payables ........................................... 81,158
Financial liabilities included in other payables and accruals .................. 122,003
Lease liabilities .................................................. 6,322
Total .......................................................... 209,483
APPENDIX I ACCOUNTANTS’ REPORT
– I-82 –


--- page 392 ---
The Company
31 December 2023
Financial assets
Financial assets at
fair value through
profit or loss
Financial assets at fair value through
other comprehensive income
Mandatorily
designated as such Debt investments Equity investments
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated at fair
value through other comprehensive
income ................ — — 75,886 — 75,886
Financial assets at fair value through
profit and loss ............. 80,419 — — — 80,419
Trade and notes receivables ....... — 159 — 78,137 78,296
Financial assets include in prepayments,
other receivables and other assets ... — — — 3,333 3,333
Due from subsidiaries .......... — — — 306,779 306,779
Cash and cash equivalents ........ — — — 26,421 26,421
Time deposits .............. — 20,202 — 150,998 171,200
Total ................... 80,419 20,361 75,886 565,668 742,334
Financial liabilities
Financial liabilities
at amortised cost
RMB’000
Trade and notes payables ........................................... 59,966
Financial liabilities included in other payables and accruals .................. 3,244
Interest-bearing bank borrowings ...................................... 2,000
Due to subsidiaries ................................................ 2,867
Lease liabilities .................................................. 5,057
Total .......................................................... 73,134
APPENDIX I ACCOUNTANTS’ REPORT
– I-83 –


--- page 393 ---
31 December 2024
Financial assets
Financial assets at
fair value through
profit or loss
Financial assets at fair value through
other comprehensive income
Mandatorily
designated as such Debt investments Equity investments
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated at fair
value through other comprehensive
income ................ — — 78,429 — 78,429
Financial assets at fair value through
profit and loss ............. 69,218 — — — 69,218
Trade and notes receivables ....... — 484 — 122,222 122,706
Financial assets include in prepayments,
other receivables and other assets ... — — — 1,138 1,138
Due from subsidiaries .......... — — — 71,691 71,691
Cash and cash equivalents ........ — — — 140,311 140,311
Time deposits .............. — 226,630 — 20,172 246,802
Total ................... 69,218 227,114 78,429 355,534 730,295
Financial liabilities
Financial liabilities
at amortised cost
RMB’000
Trade and notes payables ........................................... 25,912
Financial liabilities included in other payables and accruals .................. 1,541
Due to subsidiaries ................................................ 13,376
Lease liabilities .................................................. 5,850
Total .......................................................... 46,679
APPENDIX I ACCOUNTANTS’ REPORT
– I-84 –


--- page 394 ---
31 December 2025
Financial assets
Financial assets at
fair value through
profit or loss
Financial assets at fair value through
other comprehensive income
Mandatorily
designated as such Debt investments Equity investments
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated at fair
value through other comprehensive
income ................ — — 103,602 — 103,602
Financial assets at fair value through
profit and loss ............. 65,364 — — — 65,364
Trade and notes receivables ....... — 272 — 95,302 95,574
Financial assets include in prepayments,
other receivables and other assets ... — — — 1,050 1,050
Due from subsidiaries .......... — — — 477,811 477,811
Cash and cash equivalents ........ — — — 91,424 91,424
Time deposits .............. — 342,895 — 60,904 403,799
Total ................... 65,364 343,167 103,602 726,491 1,238,624
Financial liabilities
Financial liabilities
at amortised cost
RMB’000
Trade and notes payables ........................................... 77,363
Financial liabilities included in other payables and accruals .................. 9,251
Due to subsidiaries ................................................ 58,628
Lease liabilities .................................................. 3,439
Total .......................................................... 148,681
APPENDIX I ACCOUNTANTS’ REPORT
– I-85 –


--- page 395 ---
36. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Management has assessed that the fair values of cash and cash equivalents, restricted cash, time
deposits at amortised cost, trade receivables, notes receivables at amortised cost, the current portion of
financial assets included in prepayments, other receivables and other assets, trade and notes payables,
the current portion of financial liabilities included in other payables and accruals, the current portion of
lease liabilities, amounts due from/to subsidiaries and interest-bearing bank borrowings approximate to
their carrying amounts largely due to the short term maturities of these instruments.
The fair values of the financial assets and liabilities are included at the amount at which the
instrument could be exchanged in a current transaction between willing parties, other than in a forced
or liquidation sale. The following methods and assumptions were used to estimate the fair values:
The fair values of the notes receivable classified as financial assets at fair value through other
comprehensive income under HKFRS 9 as at the end of each of the Relevant Periods have been
calculated by discounting the expected future cash flows, which are the par values of the notes
receivable. In addition, the notes receivable will mature within one year, and thus their fair values
approximate to their carrying values.
The Group invests in unlisted investments, which represent structured deposits issued by banks in
Chinese mainland. The Group has estimated the fair values of these unlisted investments by using a
discounted cash flow valuation model based on the market interest rates of instruments with similar
terms and risks.
The fair values of the time deposits classified as financial assets at fair value through other
comprehensive income under HKFRS 9 as at the end of each of the Relevant Periods have been
calculated by using a discounted cash flow valuation model based on the market interest rates of
instruments with similar terms and risks.
The fair values of unlisted equity investments designated at fair value through other
comprehensive income and unlisted equity investments at fair value through profit and loss have been
estimated using a market-based valuation technique based on assumptions that are not supported by
observable market prices or rates. The valuation requires the directors to determine comparable public
companies (peers) based on industry, size, leverage and strategy, and to calculate an appropriate price
multiple, such as price to earnings (“ P/E”) multiple, for each comparable company identified. The
multiple is calculated by dividing the enterprise value of the comparable company by an earnings
measure. The trading multiple is then discounted for considerations such as illiquidity and size
differences between the comparable companies based on company-specific facts and circumstances. The
discounted multiple is applied to the corresponding earnings measure of the unlisted equity investments
to measure the fair value. The estimated fair values resulting from the valuation technique, which are
recorded in the consolidated statement of financial position, and the related changes in fair values,
which are recorded in other comprehensive income and profit or loss, are reasonable, and that they
were the most appropriate values at the end of the Relevant Periods.
For the fair value of the unlisted equity investments at fair value through other comprehensive
income and the unlisted equity investments at fair value through profit and loss, management has
estimated the potential effect of using reasonably possible alternatives as inputs to the valuation model.
APPENDIX I ACCOUNTANTS’ REPORT
– I-86 –


--- page 396 ---
Below is a summary of significant unobservable inputs to the valuation of financial instruments
together with a quantitative sensitivity analysis as at the end of the Relevant Periods:
RMB’000 Valuation technique
Significant
unobservable input Range Sensitivity of fair value to the input
Unlisted equity
investments .....
26,000−
64,566
Recent transaction
method/
Asset-based
approach
N/A or Discount rate N/A or 12% N/A or 5% increase/decrease in
discount rate would result in
increase/decrease in fair value by
RMB1,000−RMB33,000
Unlisted equity
investments .....
8,386–
28,662
Market multiple
method
EV/S 3.87x−6.62x 5% increase/decrease in EV/S would
result in increase/decrease in fair
value by RMB466,000-
RMB1,575 ,000
Discount for lack of
liquidity (“ DLOM”)
21%−23% 5% increase/decrease in DLOM
would result in decrease/increase
in fair value by
RMB115,000−RMB261,000
Unlisted equity
investments .....
1,500−
8,283
Market multiple
method
EV/S 0.74x−0.83x 5% increase/decrease in EV/S would
result in increase/decrease in fair
value by RMB22,000−RMB67,000
DLOM 24%−25% 5% increase/decrease in DLOM
would result in decrease/increase
in fair value by
RMB33,000−RMB251,000
Unlisted equity
investments .....
1,000–
1,657
Market multiple
method
EV/S 1.04x−1.20x 5% increase/decrease in EV/S would
result in increase/decrease in fair
value by RMB23,000−RMB51,000
DLOM 19%−20% 5% increase/decrease in DLOM
would result in decrease/increase
in fair value by
RMB12,000−RMB19,000
Unlisted equity
investments .....
10,127–
15,922
Market multiple
method
EV/S 6.62x–9.81x 5% increase/decrease in EV/S would
result in increase/decrease in fair
value by
RMB168,000−RMB325,000
DLOM 16%−23% 5% increase/decrease in DLOM
would result in decrease/increase
in fair value by
RMB25,000−RMB88,000
Unlisted equity
investments .....
4,367 Asset-based approach N/A N/A N/A
APPENDIX I ACCOUNTANTS’ REPORT
– I-87 –


--- page 397 ---
Fair value hierarchy
The following tables illustrate the fair value measurement hierarchy of the Group’s and the
Company’s financial instruments:
Assets measured at fair value:
The Group
As at 31 December 2023
Fair value measurement using
Quoted prices in
active markets
Significant
observable
inputs
Significant
unobservable
inputs
(Level 1) (Level 2) (Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated at fair
value through other comprehensive
income ..................... — — 75,886 75,886
Debt investments at fair value
through other comprehensive
income ..................... — 112,447 — 112,447
Financial assets at fair value through
profit or loss ................. — 90,625 15,127 105,752
Total......................... — 203,072 91,013 294,085
As at 31 December 2024
Fair value measurement using
Quoted prices in
active markets
Significant
observable
inputs
Significant
unobservable
inputs
(Level 1) (Level 2) (Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated at fair
value through other comprehensive
income ..................... — — 78,429 78,429
Debt investments at fair value
through other comprehensive
income ..................... — 293,354 — 293,354
Financial assets at fair value through
profit or loss ................. — 100,894 18,700 119,594
Total......................... — 394,248 97,129 491,377
APPENDIX I ACCOUNTANTS’ REPORT
– I-88 –


--- page 398 ---
As at 31 December 2025
Fair value measurement using
Quoted prices in
active markets
Significant
observable
inputs
Significant
unobservable
inputs
(Level 1) (Level 2) (Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated at fair
value through other comprehensive
income ..................... — — 103,602 103,602
Debt investments at fair value
through other comprehensive
income ..................... — 684,606 — 684,606
Financial assets at fair value through
profit or loss ................. — 271,197 20,301 291,498
Total......................... — 955,803 123,903 1,079,706
The movements in fair value measurements within Level 3 during the Relevant Periods are as
follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Equity investments designated at fair value
through other comprehensive income
At 1 January ........................ 36,886 75,886 78,429
Total gains recognised in other
comprehensive income ................ — 2,543 25,173
Purchases ........................... 39,000 — —
Total .............................. 75,886 78,429 103,602
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial assets at fair value through
profit or loss
At 1 January ........................ 15,127 15,127 18,700
Total gains recognised in profit or loss
included in other income .............. — 3,573 1,601
Total .............................. 15,127 18,700 20,301
APPENDIX I ACCOUNTANTS’ REPORT
– I-89 –


--- page 399 ---
The Company
As at 31 December 2023
Fair value measurement using
Quoted prices in
active markets
Significant
observable
inputs
Significant
unobservable
inputs
(Level 1) (Level 2) (Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated at fair
value through other comprehensive
income ..................... — — 75,886 75,886
Debt investments at fair value
through other comprehensive
income ..................... — 20,361 — 20,361
Financial assets at fair value through
profit or loss ................. — 65,292 15,127 80,419
Total......................... — 85,653 91,013 176,666
As at 31 December 2024
Fair value measurement using
Quoted prices in
active markets
Significant
observable
inputs
Significant
unobservable
inputs
(Level 1) (Level 2) (Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated at fair
value through other comprehensive
income ..................... — — 78,429 78,429
Debt investments at fair value
through other comprehensive
income ..................... — 227,114 — 227,114
Financial assets at fair value through
profit or loss ................. — 50,518 18,700 69,218
Total......................... — 277,632 97,129 374,761
APPENDIX I ACCOUNTANTS’ REPORT
– I-90 –


--- page 400 ---
As at 31 December 2025
Fair value measurement using
Quoted prices in
active markets
Significant
observable
inputs
Significant
unobservable
inputs
(Level 1) (Level 2) (Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated at fair
value through other comprehensive
income ..................... — — 103,602 103,602
Debt investments at fair value
through other comprehensive
income ..................... — 343,167 — 343,167
Financial assets at fair value through
profit or loss ................. — 45,063 20,301 65,364
Total......................... — 388,230 123,903 512,133
The movements in fair value measurements within Level 3 during the Relevant Periods are as
follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Equity investments designated at fair value
through other comprehensive income
At 1 January ........................ 36,886 75,886 78,429
Total gains recognised in other
comprehensive income ................ — 2,543 25,173
Purchases ........................... 39,000 — —
Total .............................. 75,886 78,429 103,602
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial assets at fair value through profit or
loss
At 1 January ........................ 15,127 15,127 18,700
Total gains recognised in profit or loss
included in other income .............. — 3,573 1,601
Total .............................. 15,127 18,700 20,301
APPENDIX I ACCOUNTANTS’ REPORT
– I-91 –


--- page 401 ---
Liabilities measured at fair value:
The Group
As at 31 December 2024
Fair value measurement using
Quoted prices in
active markets
Significant
observable
inputs
Significant
unobservable
inputs
(Level 1) (Level 2) (Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Derivative financial instruments ..... — 199 — 199
The Company did not have any financial liabilities measured at fair value as at 31 December
2023, 2024 and 2025.
The Group did not have any financial liabilities measured at fair value as at 31 December 2023
and 2025.
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.
37. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments include interest-bearing bank borrowings, 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 and other
receivables, other payables and accruals and trade and notes payables, which arise directly from its
operations.
The main risks arising from the Group’s financial instruments are foreign currency risk, credit risk
and liquidity risk. The board of directors reviews and agrees policies for managing each of these risks
and they are summarised below.
Foreign currency risk
Foreign currency risk is the risk of loss resulting from changes in foreign currency exchange
rates. Fluctuations in exchange rates between RMB and other currencies in which the Group conducts
business may affect the Group’s financial condition and results of operations. The Group seeks to limit
its exposure to foreign currency risk by minimising its net foreign currency position.
The following table demonstrates the sensitivity at the end of the Relevant Periods to a reasonably
possible change in the United States dollar, European dollar and Japanese Yen exchange rates, with all
other variables held constant, of the Group’s profit before tax (due to changes in the fair value of
monetary assets and liabilities).
APPENDIX I ACCOUNTANTS’ REPORT
– I-92 –


--- page 402 ---
The Group
As at 31 December 2023
Increase/(decrease)
in foreign currency
rate
Increase/(decrease)
in profit before tax
Increase/(decrease)
in equity
% RMB’000 RMB’000
If the RMB weakens against the US$ ...... 5 1,142 1,142
If the RMB strengthens against the US$ .... (5) (1,142) (1,142)
If the RMB weakens against the EUR ...... 5 184 184
If the RMB strengthens against the EUR .... (5) (184) (184)
If the RMB weakens against the JPY ....... 5 237 237
If the RMB strengthens against the JPY ..... (5) (237) (237)
As at 31 December 2024
Increase/(decrease)
in foreign currency
rate
Increase/(decrease)
in profit before tax
Increase/(decrease)
in equity
% RMB’000 RMB’000
If the RMB weakens against the US$ ...... 5 1,000 1,000
If the RMB strengthens against the US$ .... (5) (1,000) (1,000)
If the RMB weakens against the EUR ...... 59 79 7
If the RMB strengthens against the EUR .... (5) (97) (97)
If the RMB weakens against the JPY ....... 5 175 175
If the RMB strengthens against the JPY ..... (5) (175) (175)
As at 31 December 2025
Increase/(decrease)
in foreign currency
rate
Increase/(decrease)in
profit before tax
Increase/(decrease)
in equity
% RMB’000 RMB’000
If the RMB weakens against the US$ ...... 5 1,525 1,525
If the RMB strengthens against the US$ .... (5) (1,525) (1,525)
If the RMB weakens against the EUR ...... 5 137 137
If the RMB strengthens against the EUR .... (5) (137) (137)
If the RMB weakens against the JPY ....... 5 288 288
If the RMB strengthens against the JPY ..... (5) (288) (288)
The Company
As at 31 December 2023
Increase/(decrease)
in foreign currency
rate
Increase/(decrease)
in profit before tax
Increase/(decrease)
in equity
% RMB’000 RMB’000
If the RMB weakens against the US$ ...... 5 327 327
If the RMB strengthens against the US$ .... (5) (327) (327)
APPENDIX I ACCOUNTANTS’ REPORT
– I-93 –


--- page 403 ---
As at 31 December 2024
Increase/(decrease)
in foreign currency
rate
Increase/(decrease)
in profit before tax
Increase/(decrease)
in equity
% RMB’000 RMB’000
If the RMB weakens against the US$ ...... 5 200 200
If the RMB strengthens against the US$ .... (5) (200) (200)
If the RMB weakens against the EUR ...... 56 46 4
If the RMB strengthens against the EUR .... (5) (64) (64)
As at 31 December 2025
Increase/(decrease)
in foreign currency
rate
Increase/(decrease)
in profit before tax
Increase/(decrease)
in equity
% RMB’000 RMB’000
If the RMB weakens against the US$ ...... 5 (2,773) (2,773)
If the RMB strengthens against the US$ .... (5) 2,773 2,773
Credit risk
The Group trades mainly with recognised and creditworthy third parties. It is the Group’s policy
that all customers who wish to trade on credit terms are subject to credit verification procedures. In
addition, receivable balances are monitored on an ongoing basis.
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 past due information unless other information is
available without undue cost or effort, and year-end staging classification as at 31 December 2023,
2024 and 2025. The amounts presented are gross carrying amounts for financial assets.
The Group
31 December 2023
12-month
ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables* ....... — — — 117,555 117,555
Financial assets included in
prepayments, other
receivables and other
assets
— Normal** .......... 7,015 — — — 7,015
Restricted cash
— Not yet past due ..... 3,278 — — — 3,278
Cash and cash equivalents
— Not yet past due ..... 92,713 — — — 92,713
Time deposits
— Not yet past due ..... 322,431 — — — 322,431
Total ................. 425,437 — — 117,555 542,992
APPENDIX I ACCOUNTANTS’ REPORT
– I-94 –


--- page 404 ---
31 December 2024
12-month
ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables* ....... — — — 186,156 186,156
Financial assets included in
prepayments, other
receivables and other
assets
— Normal** .......... 4,061 — — — 4,061
Restricted cash
— Not yet past due ..... 2,167 — — — 2,167
Cash and cash equivalents
— Not yet past due ..... 402,984 — — — 402,984
Time deposits
— Not yet past due ..... 20,172 — — — 20,172
Total ................. 429,384 — — 186,156 615,540
31 December 2025
12-month
ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables* ....... — — — 239,674 239,674
Financial assets included in
prepayments, other
receivables and other
assets
— Normal** .......... 6,706 — — — 6,706
Restricted cash
— Not yet past due ..... 489 — — — 489
Cash and cash equivalents
— Not yet past due ..... 236,305 — — — 236,305
Time deposits
— Not yet past due .... 60,905 — — — 60,905
Total ............... 304,405 — — 239,674 544,079
* For trade receivables to which the Group applies the simplified approach for impairment, information based on the
provision matrix is disclosed in note 19 to the Historical Financial Information.
** The credit quality of notes receivable and financial assets included in prepayments, other receivables and other assets is
considered to be “normal” when they are not past due and there is no information indicating that the financial assets had a
significant increase in credit risk since initial recognition. Otherwise, the credit quality of the financial assets is considered
to be “doubtful”.
Further quantitative data in respect of the Group’s exposure to credit risk arising from trade
receivables are disclosed in note 19 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-95 –


--- page 405 ---
The Company
31 December 2023
12-month
ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and notes
receivables* .......... — — — 80,719 80,719
Due from subsidiaries ..... 306,779 306,779
Financial assets included in
prepayments, other
receivables and other
assets
— Normal** .......... 3,333 — — — 3,333
Cash and cash equivalents
— Not yet past due ..... 26,421 — — — 26,421
Time deposits
— Not yet past due ..... 150,998 — — — 150,998
Total ................. 180,752 — — 387,498 568,250
31 December 2024
12-month
ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and notes
receivables* .......... — — — 126,652 126,652
Due from subsidiaries ..... — — — 71,691 71,691
Financial assets included in
prepayments, other
receivables and other
assets
— Normal** .......... 1,138 — — — 1,138
Cash and cash equivalents
— Not yet past due ..... 140,311 — — — 140,311
Time deposits
— Not yet past due ..... 20,172 — — — 20,172
Total ................. 161,621 — — 198,343 359,964
APPENDIX I ACCOUNTANTS’ REPORT
– I-96 –


--- page 406 ---
31 December 2025
12-month
ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables* ....... — — — 104,817 104,817
Due from subsidiaries ..... — — — 477,811 477,811
Financial assets included in
prepayments, other
receivables and other
assets
— Normal** .......... 1,050 — — — 1,050
Restricted cash
— Not yet past due ..... —————
Cash and cash equivalents
— Not yet past due ..... 91,424 — — — 91,424
Time deposits
— Not yet past due .... 60,904 — — — 60,904
Total ................. 153,378 — — 582,628 736,006
* For trade receivables to which the Company applies the simplified approach for impairment, information based on the
provision matrix is disclosed in note 19 to the Historical Financial Information.
** The credit quality of notes receivable and financial assets included in prepayments, other receivables and other assets is
considered to be “normal” when they are not past due and there is no information indicating that the financial assets had a
significant increase in credit risk since initial recognition. Otherwise, the credit quality of the financial assets is considered
to be “doubtful”.
Further quantitative data in respect of the Company’s exposure to credit risk arising from trade
receivables are disclosed in note 19 to the Historical Financial Information.
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 investments and financial assets (e.g., trade receivables
and other financial assets) and projected cash flows from operations.
The Group’s objective is to maintain a balance between continuity of funding and flexibility
through the use of other borrowings.
APPENDIX I ACCOUNTANTS’ REPORT
– I-97 –


--- page 407 ---
The maturity profile of the Group’s and the Company’s financial liabilities as at the end of each
of the Relevant Periods, based on the contractual undiscounted payments, is as follows:
The Group
31 December 2023
On demand
Less than 3
months
3t o1 2
months 1 to 5 years
More than
5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and notes payables ...... 62,185 ———— 62,185
Other payables .............. 114 6,019 7,993 101,134 — 115,260
Lease liabilities ............. 294 1,135 3,226 6,850 4,048 15,553
Interest-bearing bank
borrowings ............... — — 2,000 — — 2,000
Net carrying amount ......... 62,593 7,154 13,219 107,984 4,048 194,998
31 December 2024
On demand
Less than 3
months
3t o1 2
months 1 to 5 years
More than
5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and notes payables ...... 30,334 ———— 30,334
Other payables .............. 186 2,120 2,082 100,000 — 104,388
Lease liabilities ............. — 1,416 6,860 5,566 923 14,765
Derivative financial instruments . —— 1 9 9—— 1 9 9
Net carrying amount ......... 30,520 3,536 9,141 105,566 923 149,686
31 December 2025
On demand
Less than 3
months
3t o1 2
months 1 to 5 years
More than
5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and notes payables ...... 81,158 ———— 81,158
Other payables .............. 167 7,882 7,313 106,641 — 122,003
Lease liabilities ............. — 2,032 3,907 524 — 6,463
Net carrying amount ......... 81,325 9,914 11,220 107,165 — 209,624
The Company
31 December 2023
On demand
Less than 3
months
3t o1 2
months 1 to 5 years
More than
5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and notes payables ...... 59,966 ———— 59,966
Other payables .............. 41 983 719 — — 1,743
Due to subsidiaries .......... — 2,86 7——— 2,867
Lease liabilities ............. — — — 5,257 — 5,257
Interest-bearing bank
borrowings ............... — — 2,000 — — 2,000
Net carrying amount ......... 60,007 3,850 2,719 5,257 — 71,833
APPENDIX I ACCOUNTANTS’ REPORT
– I-98 –


--- page 408 ---
31 December 2024
On demand
Less than 3
months
3t o1 2
months 1 to 5 years
More than
5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and notes payables ...... 25,912 ———— 25,912
Other payables .............. 55 1,036 479 — — 1,570
Due to subsidiaries .......... — 13,376 — — — 13,376
Lease liabilities ............. — — 2,307 3,846 — 6,153
Net carrying amount ......... 25,967 14,412 2,786 3,846 — 47,011
31 December 2025
On demand
Less than 3
months
3t o1 2
months 1 to 5 years
More than
5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and notes payables ...... 77,363 ———— 77,363
Other payables .............. 31 5,947 1,962 1,311 — 9,251
Due to subsidiaries .......... — 58,628 — — — 58,628
Lease liabilities ............ — 1,209 1,813 496 — 3,518
Net carrying amount ......... 77,394 65,784 3,775 1,807 — 148,760
Capital management
The primary objectives of the Group’s capital management are to safeguard the Group’s ability to
continue as a going concern and to maintain healthy capital ratios in order to support its business and
maximise shareholders’ value.
The Group manages its capital structure and makes adjustments to it in light of changes in
economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the
capital structure, the Group may adjust the dividend payment to shareholders, return capital to
shareholders or issue new shares. The Group is not subject to any externally imposed capital
requirements. No changes were made in the objectives, policies or processes for managing capital
during the Relevant Periods.
The Group monitors capital using a gearing ratio, which is debt divided by total equity. Debt
includes interest-bearing bank borrowings and lease liabilities. The gearing ratios as at the end of each
of the Relevant Periods were as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest-bearing bank borrowings .......... 2,000 — —
Lease liabilities ...................... 14,993 14,117 6,322
Debt .............................. 16,993 14,117 6,322
Total equity ......................... 963,148 1,212,010 1,571,750
Gearing ratio ........................ 1.8% 1.2% 0.4%
APPENDIX I ACCOUNTANTS’ REPORT
– I-99 –


--- page 409 ---
38. INVESTMENTS IN SUBSIDIARIES
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Investments, at cost
Gpixel Belgium ...................... 31,029 31,029 31,029
Gpixel Hangzhou ..................... 28,040 337,245 349,214
Gpixel Japan ........................ 19,741 19,741 19,741
Changguang Yuanxin .................. 16,602 18,857 22,030
Gpixel Dalian ........................ 5,878 6,379 7,025
101,290 413,251 429,039
The Company assessed the subsidiaries’ operation and were of the opinion that no impairment was
needed for the investments in subsidiaries as at 31 December 2023, 2024 and 2025.
For Gpixel Japan, the Company believes no impairment is needed given that this subsidiary
realised retained earnings as at 2025 and net profit as management expected during the Relevant
Periods.
For the remaining subsidiaries, management assessed that there was no impairment at the end of
each of the Relevant Periods. Gpixel Belgium was profitable during the Relevant Periods and its
financial performance was consistent with management’s expectations. For Gpixel Hangzhou, Gpixel
Dalian and Changguang Yuanxin, as these subsidiaries were in the startup stage and the research and
development activities are under normal process, net losses incurred for the Relevant Periods are within
management’s expectation.
39. AMOUNTS DUE FROM/(TO) SUBSIDIARIES
As at 31 December 2023, 2024 and 2025, amounts due from/(to) subsidiaries were unsecured,
interest-free and repayable on demand. The carrying amounts of balances with subsidiaries approximate
to their fair values.
40. EVENTS AFTER THE RELEV ANT PERIODS
As at 28 February 2026, Gpixel Hangzhou entered into an asset transaction contract, pursuant to
which Gpixel Hangzhou agreed to purchase an office building for RMB 48,705,000.
41. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of its
subsidiaries in respect of any period subsequent to 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-100 –


--- page 410 ---
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 document, and is included for information purposes only. The unaudited pro forma financial
information should be read in conjunction with the section headed “Financial Information” in this
document and the Accountants’ Report set out in Appendix I to this document.
A. UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS
The following unaudited pro forma adjusted consolidated net tangible assets of the Group has
been prepared in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited and with reference to Accounting Guideline 7 Preparation
of Pro Forma Financial Information for Inclusion in Investment Circulars issued by the Hong Kong
Institute of Certified Public Accountants for illustration purposes only, and is set out here to illustrate
the effect of the Global Offering on the consolidated net tangible assets of the Group attributable to
owners of the parent as if the Global Offering had taken place on 31 December 2025.
The unaudited pro forma adjusted consolidated net tangible assets of the Group has been prepared
for illustrative purposes only and, because of its hypothetical nature, it may not give a true picture of
the consolidated net tangible assets of the Group attributable to owners of the parent had the Global
Offering been completed as of 31 December 2025 or at any future date. It is prepared based on the
consolidated net tangible assets attributable to owners of the parent as at 31 December 2025 as set out
in the Accountants’ Report, the text of which is set out in Appendix I to this prospectus, and adjusted as
described below.
Consolidated net
tangible assets
attributable to
owners of the
parent as at 31
December 2025
Estimated net
proceeds from the
Global Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets
attributable to
owners of
the parent
immediately after
completion of the
Global Offering
Unaudited pro forma adjusted
consolidated net tangible assets
attributable to owners of the parent per
Share immediately after completion of
the Global Offering
RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2) (Note 3) (Note 4)
Based on an Offer Price of
HK$39.88 per Share ........ 1,536,690 2,228,475 3,765,165 8.65 9.79
Notes:
(1) The consolidated net tangible assets attributable to owners of the parent as at 31 December 2025 are arrived at after
deducting other intangible assets of RMB23,048,000 from the consolidated net assets attributable to owners of the parent
of RMB1,559,738,000 as at 31 December 2025, as shown in the Accountants’ Report set out in Appendix I to this
prospectus.
(2) The estimated net proceeds from the Global Offering are calculated based on offer price of HK$39.88 per Share after
deduction of the underwriting fees and other related expenses payable by the Company (excluding listing expenses of
RMB15,815,000 which have been charged to profit or loss during the Track Record Period) and do not take into account
any Shares which may be issued upon exercise of the Over-allotment Option.
(3) The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the parent per Share are
calculated based on 435,294,200 Shares in issue immediately following the completion of the Global Offering without
taking into account any Shares which may be issued upon exercise of the Over-allotment Option.
(4) The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the parent per Share are
converted into Hong Kong dollars at an exchange rate of RMB0.8838 to HK$1.00.
(5) No adjustment has been made to reflect any trading results or open transactions of the Group entered into subsequent to 31
December 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 411 ---
The following is the text of a report, prepared for the purpose of incorporation in this prospectus,
received from the Reporting Accountants, Ernst & Young, Certified Public Accountants, Hong Kong, in
respect of the unaudited pro forma financial information.
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF PRO FORMA FINANCIAL INFORMATION
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hong Kong
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To the Directors of Gpixel Changchun Microelectronics Inc.
We have completed our assurance engagement to report on the compilation of pro forma financial
information of Gpixel Changchun Microelectronics Inc. (the “ Company ”) and its subsidiaries
(hereinafter collectively referred to as the “ Group ”) by the directors of the Company (the “ Directors ”)
for illustrative purposes only. The pro forma financial information consists of the pro forma
consolidated net tangible assets as at 31 December 2025, and related notes as set out on page II-1 of the
prospectus dated 9 April 2026 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 in Part A of Appendix II to 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 31 December
2025 as if the transaction had taken place at 31 December 2025. As part of this process, information
about the Group’s financial position has been extracted by the Directors from the Group’s financial
statements for the period ended 31 December 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 Forma Financial Information for Inclusion in Investment Circulars issued by the Hong Kong
Institute of Certified Public Accountants (the “ HKICPA”).
Our independence and quality management
We have complied with the independence and other ethical requirements of the Code of Ethics for
Professional Accountants issued by the HKICPA, which is founded on fundamental principles of
integrity, objectivity, professional competence and due care, confidentiality and professional behavior.
Our firm applies Hong Kong Standard on Quality Management 1 Quality Management for Firms
that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services
Engagements which requires the firm to design, implement and operate a system of quality management
including policies or procedures regarding compliance with ethical requirements, professional standards
and applicable legal and regulatory requirements.
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Reporting accountants’ responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules,
on the 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 Forma Financial
Information Included in a Prospectus issued by the HKICPA. This standard requires that the reporting
accountants plan and perform procedures to obtain reasonable assurance about whether the Directors
have compiled the 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.
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.
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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.
Ernst & Young
Certified Public Accountants
Hong Kong
9 April 2026
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TAXATION OF SECURITY HOLDERS
Income tax and capital gains tax of holders of the H shares are 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 regulations.
Accordingly, you should consult your own tax advisors 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 and may have retrospective effect.
This discussion does not address any aspects of the PRC taxation other than income tax, capital
gains tax, value-added tax, stamp duty and estate duty. Prospective investors are urged to consult their
financial advisors regarding the PRC and other tax consequences of owning and disposing of the H
shares.
TAXATION IN CHINESE MAINLAND
Tax on Dividends
Individual Investors
Pursuant to the Individual Income Tax Law of the PRC () (the
“Individual Income Tax Law ”), which was 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
PRC (ૢԷ ), which was amended by the State Council on
December 18, 2018 and effective on January 1, 2019, dividends paid by the PRC companies to
individual investors are ordinarily subject to a withholding income tax levied at a uniform rate of 20%.
Meanwhile, according to the Notice on Issues Concerning Differentiated Individual Income Tax Policies
on Dividends and Bonus of Listed Companies (ഄϞᗫਪ
), which was issued by the MOF, the SAT and the CSRC on September 7, 2015 and effective
on September 8, 2015, where an individual holds the shares of a listed company from the public
offering and market transfer, if the holding period is more than one year, the dividends and bonus
income shall be temporarily exempted from individual income tax. Where an individual holds the shares
of a listed company from the public offering and market transfer, if the holding period is within one
month (inclusive), the dividends and bonus income shall be included in the taxable income in full; if
the holding period is more than one month but less than one year (inclusive), the dividends and bonus
income shall be included in the taxable income at the rate of 50%; the aforesaid income shall be subject
to individual income tax at a uniform rate of 20%.
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 (τર )
(the “ Arrangement for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion
with respect to Taxes on Income ”), which was executed 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
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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 (೼ਕᐼ҅ᗫ
) (the “ Fifth
Protocol ”), which was issued by the SAT 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 ”), which was issued by the SCNPC and latest amended and effective on December 29, 2018,
and the Implementation Rules of the EIT Law of the PRC (ૢԷ ),
which was latest amended by the State Council on December 6, 2024 and effective on January 20,
2025, a non-resident enterprise is subject to a 10% enterprise income tax on the 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 premise in the PRC or has an establishment
or premise in the PRC but its PRC-sourced income is not actually connected with such establishment or
premise in the PRC. The aforesaid income tax payable by non-resident enterprises shall be deducted 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.
According to the Notice on the Issues Concerning Withholding the Enterprise Income Tax on the
Dividends Paid by the PRC-resident Enterprises to H Share Holders Which Are Overseas Non-resident
Enterprises (͏ΆุΣྤ̮ Hٙ
), which was issued by the SAT and effective on November 6, 2008, a PRC resident enterprise is
required to withhold the enterprise income tax at a unified rate of 10% on dividends paid to non-PRC
resident enterprise holders of H shares which are derived out of profit generated since 2008.
According to the Arrangement for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with respect to Taxes on Income, 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 by the PRC company. 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 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
Non-resident investors residing in jurisdictions which have entered into treaties or adjustments for
the avoidance of double taxation with the PRC might be entitled to a reduction of the PRC enterprise
income tax imposed on the dividends received from the PRC companies. Non-resident enterprises
entitled to preferential tax rates in accordance with the relevant taxation treaties or arrangements are
required to apply to the PRC tax authorities for a refund of the enterprise income tax in excess of the
agreed tax rate, and the refund application is subject to approval by the PRC tax authorities.
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Income Tax on Share Transfer
Individual Investors
Pursuant to the Individual Income Tax Law and its implementation rules, individuals are subject
to individual income tax at a rate of 20% on gains realized on the sale of equity interests in PRC
resident enterprises. According to the Circular of the MOF and the SAT on Declaring that Individual
Income Tax Continues to be Exempted over Income of Individuals from the Transfer of Shares (Cai
Shui Zi [1998] No. 61) (ஷ
(ৌ೼ο[1998]61 ໮)) (the “ Circular No. 61 ”), which was issued by the MOF and the SAT on
March 30, 1998, from January 1, 1997, income of individuals from the transfer of shares of listed
companies continues to be temporarily exempted from individual income tax. According to the
Announcement of the MOF and the SAT on the Catalog of Preferential Individual Income Tax Policies
with Continued Effect (ʮѓ ),
which was issued by the MOF and the SAT on December 29, 2018, the Circular No. 61 will remain
effective.
However, the Notice of the State Administration of Taxation on Issues Concerning the Levy of
Individual Income Tax on Incomes from the Transfer of Restricted Shares of Listed Companies (׵
 ), which was jointly issued by the
MOF, the SAT and the CSRC on December 31, 2009 and effective on January 1, 2010 stipulates that
income derived by individuals from transfer of shares of listed companies issued to the public and
transfer of shares of listed companies obtained from the market at the Shanghai Stock Exchange and
Shenzhen Stock Exchange shall continue to be exempted from individual income tax, provided that it
excludes the restricted shares as defined in the Supplementary Notice Concerning the Levy of
Individual Income Tax on Incomes from the Transfer of Restricted Shares of Listed Companies (׵
 ) jointly issued by relevant
departments and implemented on November 10, 2010. As of the Latest Practicable Date, the
aforementioned provisions did not specify whether to impose the individual income tax on the income
from the transfer of shares of PRC-resident enterprises listed on overseas stock exchanges by non-PRC
resident individuals.
Enterprise investors
Pursuant to the EIT Law and its implementation rules, a non-resident enterprise is generally
subject to enterprise 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 is
not actually connected with such establishment or premise in the PRC. The aforementioned income tax
payable by non-resident enterprises is 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 enterprises. Such tax may be
reduced or exempted pursuant to relevant tax treaties or agreements for the avoidance of double
taxation.
Shanghai-Hong Kong Stock Connect Taxation Policy
According to the Notice of the MOF, the SAT and the China Securities Regulatory Commission on
the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect (Cai Shui
[2014] No. 81) (ʝᑌʝஷ
 (ৌ೼[2014]81 ໮)), which was effective on November 17, 2014, for
dividends and bonuses received by individual investors in Chinese Mainland from investing in H shares
listed on the Hong Kong Stock Exchange (the “ Hong Kong Stock Exchange ”) through Shanghai-Hong
Kong Stock Connect, the H-share companies shall apply to China Securities Depository and Clearing
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Corporation Limited (the “ CSDC”) for providing the register of individual investors in Chinese
Mainland 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.
Dividend income derived by enterprise investors in Chinese Mainland from investing in shares
listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect are included in
their total income and subject to enterprise income tax according to law. Dividend income derived by
resident enterprises in Chinese Mainland from holding H shares for 12 consecutive months shall be
exempted from enterprise income tax according to law. H-share companies shall not withhold tax on
dividend income for enterprise investors in Chinese Mainland. The tax payable shall be declared and
paid by the enterprise investors themselves.
According to 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 Mainland-Hong Kong Mutual Recognition of Funds (ୃ
ʮѓ ), which was issued on
August 21, 2023 and implemented on the same date, the transfer spread income derived by individual
investors in Chinese Mainland from investing in shares listed on the Hong Kong Stock Exchange
through Shanghai-Hong Kong Stock Connect shall continue to be temporarily exempted from individual
income tax before December 31, 2027.
Shenzhen-Hong Kong Stock Connect Taxation Policy
According to the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong
Kong Stock Connect ( ৌ೼[2016]127 ໮)(ٙ
(Cai Shui [2016] No. 127)), which was effective on December 5, 2016, for dividends and bonuses
received by individual investors in Chinese Mainland 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 CSDC for providing the register of individual investors in Chinese Mainland 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.
Dividends and bonuses derived by enterprise investors in Chinese Mainland 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. Dividends and
bonuses derived by resident enterprises in Chinese Mainland from holding H shares for 12 consecutive
months shall be exempted from enterprise income tax according to law. H-share companies shall not
withhold tax on dividends and bonuses for enterprise investors in Chinese Mainland. The tax payable
shall be declared and paid by the enterprise investors themselves.
According to 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 Mainland-Hong Kong Mutual Recognition of Funds (ୃ
ʮѓ ), which was issued on
August 21, 2023 and implemented on the same day, the transfer spread income derived by individual
investors in Chinese Mainland from investing in shares listed on the Hong Kong Stock Exchange
through Shenzhen-Hong Kong Stock Connect shall continue to be temporarily exempted from
individual income tax before December 31, 2027.
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Stamp Duty
Pursuant to the Stamp Duty Law of the PRC (), which was issued on
June 10, 2021 and effective on July 1, 2022, the 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
As of the date of this document, no estate duty has been levied in the PRC under the PRC laws.
MAJOR TAXATION OF THE COMPANY IN THE PRC
Enterprise Income Tax
Pursuant to the EIT Law and its implementation rules, all enterprises within the territory of the
PRC (including foreign-invested enterprises) are subject to enterprise income tax at a uniform rate of
25%.
Pursuant to the Administrative Measures on Accreditation of High-tech Enterprises ( ৷อҦஔΆ
), which was issued by the Ministry of Science and Technology (“ MOST”), the MOF
and the SAT on April 14, 2008, amended on January 29, 2016 and effective on January 1, 2016, an
enterprise recognized as a high-tech enterprise may apply for a preferential enterprise income tax rate
of 15% pursuant to the relevant requirements of the EIT Law.
According to the Announcement of the MOF and the SAT on the Preferential Income Tax Policies
for Small and Micro Enterprises and Individual Industrial and Commercial Households (࢕
ʮѓ ), which was issued on March 26, 2023,
for small and micro enterprises, the portion of their annual taxable income not exceeding RMB1 million
shall be included in the taxable income at a reduced rate of 25% and the enterprise income tax shall be
paid at the tax rate of 20%. Pursuant to the Announcement of the MOF and the SAT on Tax and Fee
Policies for Further Supporting the Development of Small and Micro Enterprises and Individual
Industrial and Commercial Households (᜗ʈਠ
ʮѓ), which was issued on August 2, 2023, the policy that small and micro
enterprises shall pay the taxable income at a reduced rate of 25% and the enterprise income tax shall be
paid at the tax rate of 20% will continue to be implemented until December 31, 2027.
Value-Added Tax
Pursuant to the Provisional Regulations on Value-added Tax of the PRC (೼
ᅲБૢԷ), which was promulgated by the State Council, latest amended and effective on November
19, 2017, and the Detailed Rules for the Implementation of the Provisional Regulations on Value-added
Tax of the PRC ( ), which was promulgated by the State
Council, latest amended on October 28, 2011 and effective on November 1, 2011, all entities and
individuals in the PRC engaging in the sale of goods, the provision of processing, repairs and
replacement services, and the importation of goods, shall be identified as taxpayers of value-added tax,
and shall pay value-added tax. Unless stated otherwise, for taxpayers selling or importing goods, and
providing processing, repairs and replacement services in the PRC, the tax rate shall be 17%, in certain
limited circumstances, 11%, 6% or 0%.
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According to the Notice of the MOF and the SAT on the Adjustment to V AT Rates (௅e೼
), which was issued on April 4, 2018 and 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 the Announcement on Relevant Policies for Deepening V AT Reform (ଉʷᄣ
ʮѓ), which was issued by the MOF, the SAT and the General Administration of
Customs on March 20, 2019 and effective on April 1, 2019, the V AT rates of 16% and 10% applicable
to the general V AT taxpayers who have V AT-taxable sales activities or imported goods are adjusted to
13% and 9%, respectively.
On December 25, 2024, the SCNPC issued the Value-Added Tax Law of the PRC ( ʕശɛ͏΍ձ
) (the “ V AT Law”), which will take effect on January 1, 2026. Upon its implementation,
the Provisional Regulations on Value-added Tax of the PRC will be repealed simultaneously. Pursuant
to the V AT Law, entities and individuals (including individual industrial and commercial households) in
the PRC engaging in the sale of goods, services, intangible assets or real properties, as well as the
importation of goods, shall be identified as taxpayers of value-added tax, and shall pay value-added tax
in accordance with the law. Unless stated otherwise, for taxpayers selling goods, providing processing,
repairs and replacement services, rendering rental service of tangible movable properties, and imported
goods, the tax rate shall be 13%, in certain limited circumstances, 9%, 6% or 0%.
Preferential Tax Policy for the IC Industry
Pursuant to the Guidance of Preferential Tax Policy for Software Enterprises and Integrated
Circuit Enterprises (ˏ ) issued by the SAT on May 21,
2022, the integrated circuit industry enjoys a variety of tax preferences. Enterprises for integrated
circuit design, equipment, materials, packaging and testing encouraged by the State, for example, can
enjoy regular exemption or reduction of the enterprise income tax; key integrated circuit design
enterprises encouraged by the State can enjoy the regular exemption or reduction of enterprise income
tax; staff training expenses of integrated circuit design enterprises can be deducted before tax according
to the actual amount incurred.
According to the Circular of the State Council on Promulgation of Several Policies for Promoting
the High-quality Development of Integrated Circuit Industry and Software Industry in the New Era
(Guo Fa [2020] No. 8) (ٙ
(਷೯[2020]8 ໮)) (the “ Circular No. 8 ”), and the Circular on Issues concerning Corporate
Income Tax Policies for Promoting High-quality Development of Integrated Circuit Industry and
Software Industry (ʮѓ ) jointly
issued by the MOF, the SAT, the NDRC and the MIIT, enterprises of integrated circuit design,
equipment, materials, packaging and testing and software enterprises encouraged by the State are
exempted from enterprise income tax during the first year and the second year from the profit-making
year. During the third year to the fifth year from the profit-making year, the enterprise income tax shall
be levied at half of the statutory tax rate of 25%. Key integrated circuit design enterprises and software
enterprises encouraged by the State shall be exempted from enterprise income tax during the first year
to the fifth year since the profit-making year, and the enterprise income tax shall be levied at a reduced
tax rate of 10% in successive years. The Circular of Making Relevant Requirements for the List of
Integrated Circuit Enterprises or Projects and Software Enterprises to Enjoy Preferential Tax Policy for
2024 (ਂλ2024ධͦeழ΁Άุ૶ఊ
) makes detailed description of the conditions and project standards for enterprises
that enjoy preferential tax policy on the basis of Circular No. 8.
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FOREIGN EXCHANGE ADMINISTRATION IN THE PRC
The lawful currency of the PRC is the Renminbi. 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 PRC on Foreign Exchange Control ( ʕശɛ͏΍ձ਷̮ි၍ଣ
ૢԷ), which was amended by the State Council on August 5, 2008 and effective on the same day, all
international payments and transfers are classified into current account items and capital account items.
The State does not impose restrictions on international payments and transfers under current account
items. Foreign exchange income from the current account of enterprises in the PRC 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 (), which was issued by the PBOC on June 20, 1996 and
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.
Pursuant to relevant laws and regulations of the PRC, enterprises (including foreign-invested
enterprises) in the PRC 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 needs to distribute profits to their shareholders in foreign exchange and
Chinese enterprise that needs 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.
According to the Decision of the State Council on Canceling and Adjusting a Group of
Administrative Approval Items and Other Matters (ᄲҭධͦഃԫධ
), which was issued by the State Council on October 23, 2014 and effective on the same day,
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.
According to the Circular of the SAFE on Relevant Issues Concerning the Foreign Exchange
Administration of Overseas Listing ( ),
which was issued by the SAFE on December 26, 2014, a domestic company shall, within 15 working
days after the completion of the overseas listing and issuance, register the overseas listing with the
branch office of SAFE at the place where it is registered. The proceeds from an overseas listing of a
domestic company may be remitted to the domestic account or deposited in an overseas account, but the
use of the proceeds shall be consistent with the content of the prospectus or offering documents for
corporate bond, shareholders’ circulars, resolutions of the board of directors or shareholders’ meetings
and other publicly disclosed documents.
According to the Notice of the State Administration of Foreign Exchange of the PRC on
Revolutionize and Regulate Capital Account Settlement Management Policies (ҷ
 ), which was issued by the SAFE on June 9, 2016, domestic
institutions may, in accordance with relevant policies and their actual business needs, conduct voluntary
foreign exchange settlement for foreign currency earnings in capital account (including repatriated
funds raised through overseas listings) through banks. The tentative percentage of voluntary foreign
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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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.
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This appendix contains a summary of the principal PRC laws, regulations and policies related to
the Company’s ordinary course of currently conducted business operations in the PRC. PRC tax laws
and regulations are discussed separately in “Appendix III — Taxation and Foreign Exchange”. The
primary purpose of this summary is to provide potential investors with an overview of the key legal and
regulatory provisions applicable to the Company. This summary is not intended to comprise all material
information that may be relevant to potential investors. For a discussion of laws and regulations
relating to the Company’s business, please refer to the “Regulatory Overview” section of this document.
PRC LEGAL SYSTEM
The PRC legal system is based on the PRC Constitution (the “ Constitution ”) which was amended
and came into force on March 11, 2018 and is made up of written laws, administrative regulations,
local regulations, autonomous regulations, separate regulations, rules and regulations of State Council
departments, rules and regulations of local governments, laws of special administrative regions and
international treaties of which the PRC Government is a signatory, and other regulatory documents.
Court judgments do not constitute legally binding precedents, although they are used for the purposes
of judicial reference and guidance.
According to the Constitution and the Legislative Law of the People’s Republic of China (the
“Legislative Law ”), which was last amended on March 13, 2023 and became effective on March 15,
2023, the NPC and the SCNPC have the authority to exercise the state legislative power. The NPC is
empowered to formulate and amend the basic laws governing civil and criminal matters, state organs
and other matters. The SCNPC is empowered to formulate and amend laws other than those required to
be enacted by the NPC and may supplement and amend parts of 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 administrative authority of the PRC and has the power to
formulate administrative regulations based on the Constitution and laws. The people’s congresses of
provinces, autonomous regions and municipalities and their respective standing committees may
formulate local regulations based on the specific circumstances and actual requirements of their own
respective administrative areas, provided that such local regulations do not violate 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, construction of ecological civilization, 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 matters concerning formulation of local regulations by cities divided
into districts, those provisions shall prevail. Such local regulations will be implemented after being
approved by the standing committees of the people’s congresses of the relevant provinces or
autonomous regions.
The standing committees of the people’s congresses of the provinces or autonomous regions
examine the legality of local regulations submitted for approval, and such approval should be granted
within four months if they are not in conflict with the Constitution, laws, administrative regulations and
local regulations of such provinces or autonomous regions. The people’s congresses of ethnic
autonomous areas have the authority to formulate autonomous regulations and separate regulations in
accordance with the political, economic and cultural characteristics of the local ethnic groups.
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The ministries and commissions of the State Council, the People’s Bank of China, the National
Audit Office and the subordinate institutions with administrative functions directly and institutions
prescribed by law may formulate departmental rules within the jurisdiction of their respective
departments based on the laws and administrative regulations, and the decisions and orders of the State
Council.
The NPC has the power to alter or abrogate any inappropriate laws enacted by the SCNPC, and to
abrogate any autonomous regulations and separate regulations as approved by the SCNPC which
contravene the Constitution or the Legislation Law. The SCNPC has the power to abrogate any
administrative regulations that contravene the Constitution or laws, to abrogate any local regulations
that contravene the Constitution, laws or administrative regulations, and to abrogate any autonomous
regulations and separate regulations which have been approved by the Standing Committee of the
People’s Congress of the relevant provinces, autonomous regions or municipalities directly under the
central government, but contravene the Constitution or the Legislation Law. The State Council has the
power to alter or abrogate any inappropriate ministerial rules and rules of local governments. The
people’s congresses of provinces, autonomous regions or municipalities directly under the central
government have the power to alter or abrogate any inappropriate local regulations enacted or approved
by their respective standing committees. The standing committee of local people’s congress has the
power to revoke inappropriate regulations formulated by the people’s government at the same level,
while the people’s governments of provinces and autonomous regions have the power to alter or
abrogate any inappropriate rules enacted by the people’s governments at a lower level.
According to the Resolution of the Standing Committee of the National People’s Congress
Regarding the Strengthening of Interpretation of Laws (ܛج
Ӕᙄ) passed on June 10, 1981, if the scope prescribed by provisions of laws and
regulatory needs to be further defined or supplementary provisions need to be made, the Standing
Committee of the NPC shall interpret them or make provisions. Issues involving the specific application
of laws in the trial work of the court shall be interpreted by the Supreme People’s Court. Issues
involving the specific application of laws in the procuratorial work of the procuratorate shall be
interpreted by the Supreme People’s Procuratorate. Issues that do not involve the specific application of
laws in the trial work of the court and procuratorial work shall be interpreted by the State Council and
the competent departments. At the regional level, the power to give interpretation of the local laws and
regulatory is vested in the regional legislative and administrative organs which promulgate such law.
PRC JUDICIAL SYSTEM
According to the Constitution and the PRC Law on the Organization of the People’s Courts ( ʕ
) (revised by the SCNPC on October 26, 2018, and effective as of
January 1, 2019), the people’s courts in China are classified into the Supreme People’s Court, local
people’s courts at various levels, and special people’s courts. Local people’s courts are organized at
three levels: primary people’s courts, intermediate people’s courts, and high people’s courts. Primary
people’s courts may establish specialized civil tribunals based on regional conditions, population
factors, and caseload circumstances. The Supreme People’s Court serves as the highest judicial organ in
China. It supervises the judicial work of local people’s courts at various levels and special people’s
courts, while higher-level people’s courts supervise the judicial work of courts at lower levels.
A people’s court adopts the system in which the rule of the second-instance as the final rule, that
is, the judgments or rulings of the second-instance at a people’s court are final. A party may appeal
against the judgment or ruling of the first-instance of a local people’s court. People’s procuratorates
may, in accordance with legally prescribed procedures, lodge protests to the people’s court at the next
higher level. If no appeal is filed by parties or protest is lodged by the people’s procuratorate within the
prescribed time limit, the judgment or ruling of the people’s court shall become final. Second-instance
judgments or rulings rendered by intermediate people’s courts, high people’s courts, and the Supreme
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People’s Court, as well as first-instance judgments or rulings by the Supreme People’s Court, are final.
However, if the Supreme People’s Court discovers definite errors in legally effective final judgments or
rulings rendered by courts at any level, or if a higher people’s court discovers definite errors in legally
effective final judgments or rulings rendered by a lower people’s court, or if the president of any
people’s court discovers definite errors in the court’s own legally effective final judgments or rulings,
they have the authority to remand the case for retrial in accordance with judicial supervision
procedures.
The Civil Procedure Law of the PRC () (hereinafter referred to as
the “ Civil Procedure Law ”) which was last revised on September 1, 2023 and took effect on January
1, 2024, stipulates the requirements for initiating civil lawsuits, the judicial jurisdiction of people’s
courts, the procedures to be followed in civil litigation, and the conditions for the enforcement of civil
judgments or rulings. All parties filing civil lawsuits within China must comply with the Civil
Procedure Law of the PRC. Civil cases shall generally be adjudicated by the court where the defendant
is located. For contractual disputes or other disputes over property rights, the parties may agree in
writing to select the jurisdiction of the people’s court at the defendant’s domicile, the place of contract
performance, the place of contract execution, the plaintiff’s domicile, the location of the subject matter,
or other places having actual connection with the dispute, provided that such selection shall not violate
the provisions of the Civil Procedure Law regarding jurisdiction by level and exclusive jurisdiction.
Foreign nationals, stateless persons, foreign enterprises, or foreign organizations instituting or
responding to legal proceedings in people’s courts shall enjoy equal litigation rights and obligations as
Chinese citizens, legal persons, or other organizations. Where foreign courts impose restrictions on the
litigation rights of Chinese citizens or enterprises, the Chinese people’s courts shall apply the principle
of reciprocity regarding the civil litigation rights of citizens or enterprises from that country. When
foreign nationals, stateless persons, foreign enterprises, or foreign organizations instituting or
responding to legal proceedings in Chinese people’s courts require legal representation, they must
appoint Chinese lawyers. In accordance with international treaties concluded or acceded to by China, or
based on the principle of reciprocity, people’s courts and foreign courts may request mutual assistance
in serving legal documents, investigating and collecting evidence, and conducting other
litigation-related acts. The people’s courts shall not entertain requests from foreign courts that would
compromise China’s sovereignty, security, or public interest.
Legally effective civil judgments and rulings shall be enforced by the parties concerned. Should
any party to a civil case refuse to comply with a judgment or ruling rendered by a people’s court or an
award made by a Chinese arbitral tribunal, the other party may, within two years, apply to the people’s
court for enforcement of such judgment or ruling, or alternatively apply for deferred enforcement or
revocation. The legal provisions regarding suspension or interruption of the statute of limitations for
litigation shall apply mutatis mutandis to the suspension or interruption of the statute of limitations for
enforcement applications. Where a party fails to fulfill the judgment within the time limit specified in
the court’s enforcement order, the court may, upon application by the other party, compulsorily enforce
the judgment against the defaulting party.
Where a party seeks enforcement of a legally effective judgment or ruling rendered by a people’s
court against the opposing party and their assets located outside the territory of the People’s Republic
of China, the requesting party may apply to a foreign court with jurisdiction over the case for
recognition and enforcement of such judgment or ruling, or alternatively, the people’s court may request
the foreign court to recognize and enforce the judgment or ruling in accordance with international
treaties concluded or acceded to by China or based on the principle of reciprocity. Similarly, where a
legally effective judgment or ruling rendered by a foreign court requires recognition and enforcement
by a Chinese people’s court, the party concerned may directly apply to the competent intermediate
people’s court in China for recognition and enforcement, or the foreign court may request the people’s
court to recognize and enforce the judgment or ruling in accordance with international treaties
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concluded between that country and China or based on the principle of reciprocity. However, such
foreign judgments or rulings shall not be recognized or enforced if they violate the fundamental
principles of Chinese law or compromise China’s national sovereignty, security, or public interest.
THE COMPANY LAW, TRIAL MEASURES AND GUIDELINES FOR ARTICLES OF
ASSOCIATION
A joint stock limited company established in the PRC and seeking listing on the Hong Kong Stock
Exchange is primarily subject to the following PRC laws and regulations.
The PRC Company Law () (the “ Company Law ”) was passed by the
Fifth Session of the Standing Committee of the Eighth National People’s Congress on December 29,
1993 and came into effect on July 1, 1994. It was amended on December 25, 1999, August 28, 2004,
October 27, 2005, December 28, 2013, October 26, 2018 and December 29, 2023, and the newly
revised Company Law came into effect on July 1, 2024.
The Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic
Companies ( ) (the “ Trial Measures ”) and related
guidelines were promulgated by the China Securities Regulatory Commission (CSRC) on February 17,
2023 and came into effect on March 31, 2023, applicable to direct and indirect overseas Share
subscription and listing of domestic companies. The Trial Measures also stipulates the filing
management measures and regulatory requirements for overseas securities offering and listing by
domestic companies.
On March 28, 2025, the CSRC promulgated the newly revised Guidelines for Articles of
Association of Listed Companies (ˏ) (the “ Guidelines for Articles of
Association ”), which took effect on the same date. Pursuant to the Trial Measures and its
accompanying guidelines, Guidelines for the Application of Regulatory Rules-Overseas Issuance and
Listing Category No. 1, direct issuance and listing by domestic companies shall refer to the Guidelines
for Articles of Association and other relevant provisions of CSRC on corporate governance to formulate
its articles of association and standardize corporate governance.
The main provisions of the Company Law, the Trial Measures and the Guidelines for Articles of
Association applicable to the Company are summarized below.
General Provisions
A “joint stock limited company” refers to a corporate legal person incorporated in China under the
Company Law with its registered capital divided into shares of equal par value. The liability of its
shareholders is limited to the shares they subscribe for, and the company is liable for the company’s
debts with all its assets.
When engaging in business activities, the company must comply with laws and regulations, social
ethics and business ethics. The company may invest in other companies with limited liability. The
company’s liability to these invested companies is limited to the amount it invests. Unless otherwise
provided by law, a company may not become an investor jointly and severally liable for the debts of the
invested company.
Incorporation
A joint stock limited company may be established by promotion or subscription. To establish a
joint stock limited company, there should be more than one promoter but less than 200 promoters, and
more than half of the promoters must be domiciled in China.
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The promoters of a joint stock limited company incorporated by subscription shall convene the
company’s establishment meeting within 30 days from the date of full payment of the shares to be
issued at the time of establishment. The promoters shall notify all subscribers of the meeting date or
make an announcement fifteen days before the establishment meeting. The establishment meeting shall
be attended by more than half of the voting rights held by the subscribers. The convening and voting
procedures for the establishment meeting of a joint stock limited company incorporated by promotion
shall be stipulated in the articles of association or the agreement of the promoters.
Within 30 days after the conclusion of the establishment meeting, the board of directors shall
apply to the registration authority for registration of a joint stock limited company. The company shall
be formally established and acquire legal person status upon issuance of the business license by the
relevant registration authority.
Registered Shares and Issued Shares
Under the Company Law, shareholders may make capital contributions in money or in kind,
intellectual property rights, land use rights, stock rights, creditor rights or other non-monetary assets
that can be assessed and transferred in money according to law, except for assets that cannot be used
for capital contributions according to any laws or administrative regulations.
The capital of a joint stock limited company is divided into shares. All shares of the company
shall be either par value shares or non-par value shares in accordance with the provisions of the
company’s articles of association. In the case of par value shares, the amount of each share is equal. A
company may convert all par value shares issued into non-par value shares in accordance with the
company’s articles of association, and vice versa. For non-par value shares, more than one-half of the
proceeds from the issuance of shares shall be included in the registered capital.
A joint stock limited company shall register a register of shareholders and keep it with the
company. The register of shareholders shall set out the following matters:
(i) the name and domicile of each shareholder;
(ii) the class and number of shares subscribed by each shareholder;
(iii) where share certificates in paper form are issued, the serial numbers of such share
certificates; and
(iv) the date on which each shareholder acquired the shares.
The principles of fairness and justice shall be implemented in the distribution of shares of a joint
stock limited company. Each share of the same class shall enjoy equal rights. For shares of the same
class issued at the same time, the issuing conditions and price for each share shall be the same. The
subscriber shall pay the same amount for each share subscribed for. The issue price of par value shares
may be based on the par value, or may exceed the par value, but may not be lower than the par value.
Domestic enterprises issued and listed overseas shall file with the CSRC in accordance with Trial
Measures, submit filing reports, legal opinions and other relevant materials, and truthfully, accurately
and completely explain shareholder information and other information. Where a domestic enterprise
directly issues and is listed overseas, the issuer shall file with the CSRC. If a domestic enterprise
indirectly issues and lists overseas, the issuer shall designate a major domestic operating entity as the
domestic responsible person and file with the CSRC.
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Increase in Share Capital
According to the relevant provisions of the Company Law, when a joint stock limited company
intends to issue new shares, the shareholders’ meeting shall make resolutions on the following matters:
(i) the class and number of new shares;
(ii) the issue price of the new shares;
(iii) the commencement and end dates for the issuance of new shares;
(iv) the class and number of the new shares proposed to be issued to existing shareholders; and
(v) in the case of issuing non-par value shares, the amount of proceeds from the new share
issuance to be included in the registered capital.
If a company intends to make public offering of shares, it is required to complete 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) a company shall prepare a balance sheet and a property list;
(ii) the reduction of registered capital shall be approved by shareholder at a shareholders’
meeting;
(iii) a company shall inform its creditors within 10 days and publish an announcement in
newspapers or the National Enterprise Credit Information Publicity System within 30 days
after the resolution approving the reduction has been passed at shareholders’ meeting;
(iv) creditors may within 30 days after receiving the notice, or within 45 days of the public
announcement if no notice has been received, require the company to pay its debts or
provide guarantees covering the debts; and
(v) a company shall apply to register the change with a company registration authority.
When a company reduces its registered capital, it must reduce the amount of capital contribution
or shares in proportion to the capital contribution or shares held by the shareholders, unless otherwise
prescribed by any law, or agreed upon by all the shareholders of a limited liability company, or as
specified in the articles of association of a joint stock limited company.
Share Buy-Back
Under the Company Law, a company shall not purchase its own shares except for any following
circumstances:
(i) reducing the company’s registered capital;
(ii) merging with other companies that holds the shares of the Company;
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(iii) using the shares for employee shares plan or equity incentives;
(iv) requiring the company to acquire its shares from shareholders voting against any resolutions
adopted at the shareholders’ meeting concerning the merger and division of the company;
(v) using the shares for conversion of convertible corporate bonds issued by the company; or
(vi) as required for a listed company to maintain the corporate value and shareholders’ rights and
interests.
The purchase of shares of a company for circumstances specified in the case of (i) or (ii) above
shall be subject to the resolution of the shareholders’ meeting. The purchase of shares of a company for
circumstances specified in the case of (iii), (v) or (vi) above shall be subject to the resolution of the
Board meeting attended by more than two-thirds of the directors in accordance with the provisions of
the articles of association or the authorization from the shareholders’ meeting.
Following the purchase of our Company’s shares by a company in accordance with the provisions
of paragraph 1 of this Article, 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) or (iv) above; the total number 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) or (vi) above.
Transfer of Shares
Shares held by a shareholder may be transferred according to the law. Under the Company Law, a
shareholder should affect a transfer of his shares on securities established exchange according to the
law or by any other means as required by the State Council. Shares may be transferred by endorsement
of shareholders or by other means stipulated by laws or administrative regulations. After the transfer, a
company shall record the name and address of the transferee in the register of shareholders. No
modifications of registration in the share register shall be affected within 20 days prior to the
convening of shareholder’s meeting or 5 days prior to the base date for determination of a company’s
dividends distribution. If any law, administrative regulation, or any provision by the securities
regulatory authority of the State Council specifies otherwise for the modification of the share register
of a listed company, such provisions should prevail.
Under the Company law, shares issued prior to the public issuance of shares shall not be
transferred within one year from the date of shares of a company are listed and traded on a stock
exchange. Where any laws, administrative regulations, or the securities regulatory authority of the State
Council have other provisions regarding the transfer of our Company’s shares held by the shareholders
or actual controllers of a listed company, such provisions shall prevail.
Directors, supervisors and the senior management personnel of the company shall declare to the
company their shareholdings in the Company and any changes of such shareholdings. They shall not
transfer more than 25% of all the shares they hold in the Company annually during their tenure
determined at the time of appointment. They shall not transfer the shares of the Company they hold
within one year from the date on which the company’s shares are listed and commenced trading, nor
within six months after their resignation from their positions with the company. The Articles may set
out other restrictive provisions in respect of the transfer of shares in the Company held by its directors,
supervisors and the senior management personnel.
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If the shares are pledged within the time limit for restricted transfer as provided for by laws and
administrative regulations, the pledgee cannot exercise the pledge right within such restricted transfer
period.
Shareholders
Under the Company Law and The Guidelines for the Articles, the rights of a shareholder include:
(i) to receive dividends and other forms of interest distribution according to the number of
shares held;
(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, provide suggestions or submit queries;
(iv) to transfer, grant or pledge the its shares held according to the provisions of the laws,
administrative regulations and the Articles;
(v) to read and copy the Articles, the register of shareholders, shareholders’ meeting minutes,
resolutions of Board meetings, and financial and accounting reports; Qualified shareholders
may read the company’s accounting books and accounting vouchers;
(vi) to participate in the distribution of the remaining assets of the company according to the
proportion of shares held upon the company’s termination or liquidation;
(vii) to require the company to acquire its 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, regulations of the authorities, or
the Articles.
The obligations of a shareholder include:
(i) to abide by laws, administrative regulations and the Articles;
(ii) to pay the subscription moneys according to the shares subscribed for and share participation
methods;
(iii) not to withdraw share capital unless prescribed otherwise in laws and administrative
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 damage the interests of the company’s creditors;
(v) to perform other duties prescribed in laws, administrative regulations and the Articles.
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Shareholder’s Meetings
Under the Company Law, the shareholders’ meeting of a joint stock limited company is made up
of all shareholders. The shareholders’ meeting is the organ of authority of a company, which exercises
the following functions and powers:
(i) to elect and replace directors and supervisors and to decide on matters relating to the
remuneration of directors and supervisors;
(ii) to examine and approve reports of the Board;
(iii) to examine and approve reports of the Board of Supervisors;
(iv) to examine and approve a company’s profit distribution plans and loss recovery plans;
(v) to resolve on the increase or reduction of a company’s registered capital;
(vi) to resolve on the issuance of corporate bonds;
(vii) to resolve on the merger, division, dissolution, liquidation or change of corporate form of a
company;
(viii) to amend the Articles; and
(ix) other functions and powers specified in provision of the Articles.
Under the Company Law, shareholders’ meetings are required to be held once every year. An
extraordinary shareholders’ meeting is required to be held within two months after the occurrence of
any of the following circumstances:
(i) the number of directors is less than the number stipulated in the Company Law or less than
two-thirds of the number specified in the Articles;
(ii) when the unrecovered losses of a company amount to one-third of the total share capital;
(iii) shareholders individually or jointly holding 10% or more of the company’s shares request;
(iv) when deemed necessary by the Board;
(v) the Board of Supervisors proposes to convene the meeting; or
(vi) other circumstances as stipulated in the Articles.
Shareholders’ meetings shall be convened by the Board, and presided over by the chairman of the
Board. In the event that the chairman is incapable of performing or not performing his duties, the
meeting shall be presided over by the vice chairman. In the event that the vice chairman is incapable of
performing or not performing his duties, a director nominated by more than half of directors shall
preside over the meeting.
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If the Board is incapable of performing or is not performing its duties to convene the
shareholders’ meeting, the Board of Supervisors should convene and preside over shareholders’ meeting
in a timely manner. If the Board of Supervisors fails to convene and preside over shareholders’ meeting,
shareholders individually or in aggregate holding 10% or more of the company’s shares for 90 days or
more consecutively may unilaterally convene and preside over shareholders’ meeting.
If the shareholders who separately or aggregately hold more than 10% of the shares of the
company request to convene an extraordinary shareholders’ meeting, the Board and the Board of
Supervisors should, within 10 days after the receipt of such request, decide whether to hold an
extraordinary shareholders’ meeting and reply to the shareholders in writing.
Notice of meeting shall state the time and venue of and matters to be considered at the meeting
and shall be given to all shareholders 20 days before the meeting. A notice of extraordinary
shareholders’ meeting shall be given to all shareholders 15 days prior to the meeting.
Shareholders who individually or jointly hold more than 1% of the company’s shares may put
forward interim proposals and submit them to the Board in writing 10 days before the shareholders’
meeting. The interim proposal shall include a specific issue for discussion along with any concrete
matter for resolution. The Board shall, within two days upon receipt of the proposal, notify the other
shareholders, and submit the said interim proposal to the meeting for deliberation except for any
proposal that violates laws, administrative regulations, or the Articles, or any proposal that falls outside
the purview of the shareholders’ meeting. The company shall not increase the shareholding percentage
for shareholders proposing interim proposals.
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, shareholders present at a shareholders’ meeting have one vote for each
share they hold, except the shareholders of classified shares. Shares held by the company itself are not
entitled to any voting rights.
Pursuant to the Company Law and The Guidelines for the Articles, resolutions of the
shareholders’ meeting shall be adopted by more than half of the voting rights held by the shareholders
present at the meeting. Resolutions of the shareholders’ meeting regarding the amendments to the
Articles, the increase or decrease of registered capital, and the merger, division, dissolution or change
in the form of the company shall be adopted by more than two-thirds of the voting rights held by the
shareholders present at the meeting.
The cumulative voting system may be adopted for the election of directors or supervisors at the
shareholders’ meeting in accordance with the provisions of the Articles or the resolutions of the
shareholders’ meeting. The cumulative voting system means that each share shall have the same number
of voting rights as the number of directors or supervisors to be elected at the shareholders’ meeting, and
shareholders may consolidate their voting rights when casting a vote.
Board of Directors
Under the Company Law, a joint stock limited company should have a board of directors, which
consists of more than three members. The term of office of a director shall be stipulated in the Articles,
but each term of office shall not exceed three years. Upon expiry of the term of office, directors may
serve consecutive terms if re-elected.
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Under the Company Law, the Board shall appoint a chairman and may appoint a vice chairman.
The chairman and the vice chairman are elected with approval of more than half of all the directors.
The chairman shall convene and preside over Board meetings and examine the implementation of Board
resolutions. The vice chairman shall assist the work of the chairman. In the event that the chairman is
incapable of performing or not performing his duties, the duties shall be performed by the vice
chairman. In the event that the vice chairman is incapable of performing or not performing his duties, a
director nominated by more than half of the directors shall perform his duties.
A person may not serve as a director of the company in case of any of the following
circumstances:
(i) the person without civil conduct capacity or with limited civil conduct capacity;
(ii) the person who has committed an offense of corruption, bribery, conversion of property,
misappropriation of property or sabotaging the market economic order of socialism and has
been punished therefor; or who has been deprived of his/her political rights, in each case
where less than 5 years have elapsed since the date of the completion of implementation of
such punishment or deprivation; in the case of a suspended sentence, for a period not
exceeding two years from the date of expiry of the probationary period;
(iii) the person who is a former director, factory director or Manager of a company or enterprise
which is insolvent and under liquidation and he/she is personally liable for the insolvency of
such company or enterprise, where less than 3 years have elapsed since the date of the
completion of such insolvency and liquidation of the company or enterprise;
(iv) the person who is a former legal representative of a company or enterprise which had its
business license revoked and was ordered to shut down due to a violation of the law and
who incurred personal liability, where less than 3 years have elapsed since the date of the
company or enterprise whose business license has been revoked and ordered to shut down;
or
(v) the person listed as a judgment defaulter by the People’s Court because the amount of debt
he bears is relatively large and the debt is not paid off when it is due.
Board meetings shall be convened at least twice a year. Notice of meeting shall be given to all
directors and supervisors 10 days before the meeting. The Board shall exercise the following duties and
powers:
(i) to convene shareholders’ meetings and report its work to the shareholders’ meetings;
(ii) to implement the resolutions of the shareholders’ meeting;
(iii) to determine the company’s business operation plans and investment plans;
(iv) to formulate the company’s profit distribution plans and loss recovery plans;
(v) to formulate proposals for the increase or reduction of the company’s registered capital and
the issue of bonds;
(vi) to formulate plans for merger, division, dissolution or change of the form of the company;
(vii) to determine the internal management structure of the company;
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(viii) to determine the appointment or dismissal of the manager of the company and their
remuneration, and based on the nomination of the manager, to determine the appointment or
dismissal of the deputy managers and financial controllers of the company and their
remuneration;
(ix) to formulate the basic management system of the company; and
(x) other duties as stipulated in the Articles or granted by the shareholders’ meeting.
The quorum of a Board meeting shall be more than half of all directors. A resolution of the Board
shall be passed by more than half of all directors. The resolutions of the Board shall be voted by one
person, one vote. The Board shall make meeting minutes of the decisions on the matters discussed, and
the directors present at the meeting shall sign the minutes.
Directors shall attend Board meetings in person. If a director is unable to attend a Board meeting,
he may appoint another director by a power of attorney specifying the scope of the authorization for
another director to attend the meeting on his behalf. If a resolution of the Board violates the laws,
administrative regulations or the Articles and resolution of shareholders’ meetings, and as a result of
which the company suffers serious losses, the directors participating in the resolution shall be liable to
compensate the company. If it can be proved that a director expressly objected to the resolution when
the resolution was voted on, and that such objection was recorded in the minutes of the meeting, such
director may be exempt from such liability.
Board of Supervisors
Under the Company Law, a joint stock limited company shall have a Board of Supervisors
composed of not less than three members. The Board of Supervisors shall comprise shareholder
representatives and an appropriate proportion of the company’s staff representatives, of which the
proportion of staff representatives shall not be less than one-third and the specific proportion shall be
stipulated in the Articles. Employee representatives of the Board of Supervisors shall be democratically
elected by the company’s employees at the employee representative assembly, employee meeting or
otherwise. Directors or senior management may not act concurrently as supervisors.
The Board of Supervisors shall have a chairman and may have a vice chairman. The chairman and
the vice chairman 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 meeting of the Board of
Supervisors. Where the chairman of the Board is unable or fails to perform his/her duties, the meeting
of the Board of Supervisors shall be convened and presided over by the vice chairman; Where the vice
chairman of the Board is unable or fails to perform his/her duties, the meeting of the Board of
Supervisors shall be convened and presided over by a Supervisor jointly elected by more than half of
the Supervisors.
The Board of Supervisors shall exercise the following duties and powers:
(i) to check the financial condition of the company;
(ii) to supervise the performance of directors and senior management personnel in the
performance of their duties, and propose the removal of directors and senior management
personnel who violate laws, administrative regulations, the Articles or the resolutions of the
shareholders’ meetings;
(iii) to require directors and the senior management personnel to make corrections if their
conduct has damaged the interests of the company;
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(iv) to propose the convening of extraordinary shareholders’ meetings and, in the event that the
Board fails to perform the obligations to convene and preside over the shareholders’
meetings in accordance with the Company Law, to convene and preside over the
shareholders’ meetings;
(v) to propose proposals to the shareholders’ meetings;
(vi) to file a lawsuit against directors and senior management personnel in accordance with
Article 189 of the Company Law; and
(vii) other duties as stipulated in the Articles.
A joint stock limited company may, in accordance with the provisions of the Articles, establish an
audit committee composed of directors on the Board to exercise the functions and powers of the Board
of Supervisors in place of establishing the Board of Supervisors.
On December 27, 2024, the CSRC issued relevant transitional arrangements for the
implementation of the supporting systems and rules of the new Company Law. Before January 1, 2026,
a listed company shall stipulate in the Articles that the Board shall establish an audit committee to
exercise the functions and powers of the Board of Supervisors as stipulated in the Company Law in
accordance with the Company Law, the Regulations of the State Council on the Implementation of the
Registered Capital Registration Management System under the Company Law of the People’s Republic
of China ( ) and the
relevant supporting systems and rules of the CSRC. Before a listed company adjusts the establishment
of its internal supervision structure, the Board of Supervisors or supervisors shall continue to abide by
the requirements of the previous system and rules of the CSRC.
Manager and Senior Management Personnel
Under the Company Law, a joint stock limited company shall have a manager who shall be
appointed or removed by the Board. The manager shall report to the Board and exercise functions and
powers as specified in the Articles or as authorized by the Board. The manager shall attend Board
meetings as non-voting members.
According to the Company Law, senior management personnel shall mean the manager, deputy
manager(s), financial controllers, Board secretary of a listed company and other personnel as stipulated
in the Articles.
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, and have fiduciary and diligent
duties to the Company. Directors, supervisors and senior management have fiduciary duties to the
Company. They shall take measures to avoid conflicts between their own interests and those of the
Company, and shall not leverage their positions to seek improper benefits.
Directors, supervisors and senior management of the Company have diligent duties to the
Company. When performing their duties, they shall exercise the reasonable care that an administrator
usually should take for the best interests of the Company.
Directors, supervisors and senior management are prohibited from:
(i) embezzling the Company’s property or misappropriating the Company’s capital;
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(ii) depositing the Company’s capital into accounts under his/her own name or the name of other
individuals;
(iii) giving bribes or accepting any other illegal proceeds by taking advantage of their power;
(iv) accept and possess commissions paid by a third party for transactions conducted with the
Company;
(v) unauthorized divulgence of confidential information of the Company; or
(vi) other acts in violation of their fiduciary duty to the Company.
If any director, supervisor or senior management directly or indirectly concludes a contract or
conducts a transaction with the Company, he/she should report the matters relating to the conclusion of
the contract or transaction to the Board or the shareholders’ meeting, subject to the approval of the
Board or the shareholders’ meeting according to the Articles.
The provisions of the preceding paragraph shall apply if any near relatives of the Directors,
supervisors or senior management, or any of the enterprises directly or indirectly controlled by the
Directors, supervisors or senior management or any of their near relatives, or any related parties with
any other related-party relationship with the Directors, supervisors or senior management, conclude a
contract or conducts a transaction with the Company.
Neither director, supervisor nor senior management 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 or the shareholders’ meeting and has been approved
by a resolution of the Board or the shareholders’ meeting according to the Articles; or
(ii) where the Company cannot make use of the business opportunity as stipulated by laws,
administrative regulations or the Articles.
Where any director, supervisor or senior management fails to report to the Board or the
shareholders’ meeting and obtain an approval by resolution of the Board or the shareholders’ meeting
according to the Articles, 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.
A director, supervisor or senior management who contravenes any law, regulation or the
Company’s Articles in the performance of his duties resulting in any loss to the Company shall be
personally liable for the damages to the Company.
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 and accounting
report which shall be audited by an accounting firm in accordance with the law. The financial and
accounting reports shall be prepared in accordance with the laws, administrative regulations and the
regulations of the financial department of the State Council.
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A joint stock limited company shall make its financial and accounting reports available at the
Company for inspection by the shareholders 20 days before the convening of an annual general meeting
of shareholders. A joint stock limited company issuing its shares in public must publish its financial and
accounting reports.
The premium over the nominal value of the shares of the Company from the issue of shares, the
amount of share proceeds from the issuance of no-par shares that have not been credited to the
registered capital and other incomes required by the financial department of the State Council to be
treated as the capital reserve fund shall be accounted for as the capital reserve fund of the Company.
The reserve fund of the Company shall be used to make up losses of the Company, expand the
production and operation of the Company or increase the registered capital of the Company. Where the
reserve fund 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. When the statutory reserve fund is converted to increase registered capital, the
balance of the statutory reserve shall not be less than 25% of the registered capital before such
conversion.
The Company shall not keep accounts other than those provided by law. The assets of the
Company shall not be deposited in any account opened under a personal name.
Appointment and Dismissal of Accounting Firms
Pursuant to the Company Law, the engagement or dismissal of an accounting firm responsible for
the Company’s auditing business shall be determined by the shareholders’ meeting, the Board or the
board of supervisors in accordance with the Articles. The accounting firm should be allowed to make
representations when the shareholders’ meeting, the Board or the board of supervisors conduct a vote
on the dismissal of the accounting firm. The Company should provide true and complete accounting
evidence, accounting books, financial and accounting reports and other accounting information to the
engaged accounting firm without any refusal or withholding or falsification.
The Guidelines for the Articles provide that the Company’s appointment of an accounting firm
shall be decided by the shareholders’ meeting and the Board shall not appoint any accounting firm prior
to a decision made by the shareholders’ meeting. And the audit fee of the accounting firm shall be
decided by the shareholders’ meeting.
Profit Distribution
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,
Directors, supervisors, and senior management personnel who are responsible for causing losses to the
Company shall bear compensation liability.
If the shareholders’ meeting resolves to distribute profits, the Board shall do so within six months
after the resolution is made.
Dissolution and Liquidation
According to the Company Law, a company shall be dissolved for the following reasons:
(i) the term of business stipulated in the Articles has expired or other events of dissolution
specified in the Articles have occurred;
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(ii) the shareholders’ meeting resolves to dissolve the Company;
(iii) dissolution is necessary due to a merger or division of the Company;
(iv) the business license is revoked, or the business license is ordered to be closed or revoked in
accordance with laws; or
(v) the Company is dissolved by the People’s Court in accordance with Article 231 of the
Company Law.
If the Company is dissolved for any of the reasons set forth in the preceding paragraph, it shall,
within ten days, make public the reasons for dissolution through the National Enterprise Credit
Information Publication System.
Where the Company is dissolved in accordance with the provisions in sub-paragraph (i) above, it
may carry on its existence by amending its Articles 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’ general 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 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.
Where 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 request and organize a
liquidation group to carry out the liquidation in a timely manner.
The liquidation committee shall exercise the following functions and powers during the
liquidation period:
(i) to liquidate the Company’s property and respectively prepare balance sheet and list of
property;
(ii) to notify creditors by email or public announcement;
(iii) to deal with the outstanding business of the Company involved in the liquidation;
(iv) to pay all outstanding taxes and taxes arising in the course of liquidation;
(v) to liquidate claims and debts;
(vi) distributing the remaining property of the Company after paying off debts; or
(vii) to participate in civil litigations on behalf of the Company.
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 within 45 days as of the issuance of the public
announcement in the case of failing to receive such notice. The creditors shall, while declaring their
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claims, state particulars of their claims and provide supporting documents. The liquidation group shall
register the credits. During the declaration of credit, the liquidation group shall not perform the
liquidation to the creditors.
After identifying the Company’s assets and preparing the balance sheet and schedule of assets, the
liquidation committee shall prepare a liquidation plan, which shall be submitted to the shareholders’
meeting or the People’s Court for ratification.
After paying all liquidation expenses, staff wages, social insurance expenses and statutory
compensation, outstanding taxes, and the Company’s debts, the remaining assets shall be distributed by
the limited company to shareholders in accordance with their respective paid-up capital and shall be
distributed by the joint stock limited company to shareholders in proportion to the number of shares
held by them.
During the liquidation period, the Company shall continue to exist but shall not carry out any
business activities unrelated to the liquidation. The Company’s assets shall not be distributed to the
shareholders before the liquidation in accordance with the preceding paragraph.
If the liquidation committee, having thoroughly examined the Company’s assets and having
prepared a balance sheet and an inventory of assets, discovers that the Company’s assets are insufficient
to pay its debts in full, it shall file an application to a People’s Court for bankruptcy liquidation. After
the People’s Court accepts the application for bankruptcy, the liquidation group shall hand over the
liquidation matters to the bankruptcy administrator designated by the People’s Court.
The members of the liquidation group performing their duties of liquidation are obliged to be
loyal and diligent. 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, the liquidation committee shall prepare a liquidation report to
be submitted to the shareholders’ general meeting or the People’s Court for confirmation, and submit to
the Company registration authority to apply for cancelation of the Company’s registration.
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, where an issuer makes an overseas initial public offering or
listing, it shall file with the CSRC within 3 working days after submitting the application documents for
overseas issuance and listing. If an issuer issues securities in the same overseas market after overseas
issuance and listing, it shall file with the CSRC within 3 working days after the completion of the
issuance. If an issuer issues and lists in other overseas markets after overseas issuance and listing, it
shall be filed in accordance with the provisions of the first paragraph of this article.
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Loss of Share Certificates
A shareholder may, in accordance with the public notice procedures set out in the PRC Civil
Procedure Law, apply to a People’s Court if his share certificate(s) is either stolen, lost or destroyed,
for a declaration that such certificate(s) will no longer be valid. After the People’s Court declared that
such certificate(s) will no longer be valid, the shareholder may apply to the Company for the issue of a
replacement certificate(s).
Suspension and Termination of Listing
The Company Law has deleted provisions governing suspension and termination of listing. The
PRC Securities Law (2019 revision) 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, in case of active or compulsory termination of listing after an
issuer has offered and listed securities in an overseas market, the issuer shall report to the CSRC within
3 working days from the date of occurrence and announcement of the relevant matters.
Securities Law and Regulations
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 (၍ଣ
ᅲБૢԷ) promulgated by the State Council and effective on April 22, 1993 provide the application
and approval procedures for public offerings of shares, trading in shares, the acquisition of listed
companies, the deposit, settlement and transfer of listed shares, the disclosure of information with
respect to a listed company, investigation and penalties and dispute arbitration.
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 Securities Law of the People’s Republic of China (the “ PRC Securities Law ”), which was
latest amended by the Standing Committee of the NPC on December 28, 2019 and came into effect on
March 1, 2020, provides a series of provisions regulating, among other things, the issue and trading of
securities, takeovers by listed companies, securities exchanges, securities companies and the duties and
responsibilities of the State Council’s securities regulatory authorities in the PRC, and comprehensively
regulates activities in the PRC securities market. The PRC Securities Law provides that a domestic
enterprise must comply with the relevant provisions of the State Council in issuing securities directly or
indirectly outside the PRC or listing and trading its securities outside the PRC. Currently, the issue and
trading of foreign issued 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 Awards
Under the Arbitration Law of the People’s Republic of China (), (the
“Arbitration Law ”), amended by the Standing Committee of the NPC 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 both parties have reached an arbitration agreement, the People’s Court will
refuse to take legal action brought by a party in the People’s Court, unless 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). A party requests to enforce an
arbitral award with legal effect made in accordance with the law within the territory of the PRC against
a party who or whose property is not within the PRC 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 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 Mainland and the
Hong Kong Special Administrative Region (ʝੂБ΀൒
໾̂τર) promulgated by the Supreme People’s Court on November 26, 2020 and effective on
November 27, 2020, awards made by arbitral authorities in Chinese Mainland can be applied for
enforcement in Hong Kong, and Hong Kong arbitration awards can also be applied for enforcement in
the Chinese Mainland.
Judicial Judgment and Its Enforcement
According to the Arrangement on Mutual Recognition and Enforcement of Judgments in Civil and
Commercial Matters by the Courts of the Chinese Mainland and of the Hong Kong Special
Administrative Region Pursuant to Agreed Jurisdiction by Parties Concerned (ʫή
τર ) (repealed on
January 29, 2024) promulgated by the Supreme People’s Court on July 3, 2008 and implemented on
August 1, 2008, in the case of final judgment, defined with payment amount and enforcement power,
made between the court of Chinese Mainland and the court of the Hong Kong in a civil and commercial
case with written jurisdiction agreement, any party concerned may apply to the People’s Court of
Chinese Mainland or the court of the Hong Kong for recognition and enforcement based on this
arrangement. “Choice of court agreement in written” refers to a written agreement defining the
exclusive jurisdiction of either the People’s Court of Chinese Mainland or the court of the Hong Kong
in order to resolve dispute with particular legal relation occurred or likely to occur by the party
concerned. Therefore, the party concerned may apply to the Court of Chinese Mainland or the court of
the Hong Kong to recognize and enforce the final judgment made in Chinese Mainland or Hong Kong
that meet certain conditions of the aforementioned regulations.
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On January 25, 2024, the Supreme People’s Court issued the Arrangement on Reciprocal
Recognition and Enforcement of Judgements in Civil and Commercial Matters by the Courts of the
Mainland and of the Hong Kong Special Administrative Region (޴
τર) (the “ New Arrangement ”), which was effective on January 29,
2024 and seeks to establish a mechanism with greater clarity and certainty for recognition and
enforcement of judgements in wider range of civil and commercial matters between Hong Kong Special
Administrative Region and the PRC.
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This Appendix mainly provides investors with an overview of the Articles of Association. As the
following data is in summary form, it does not contain all the data that may be important to investors.
SHARES
Issuance of Shares
The shares of the Company are in the form of share certificates.
The shares of the Company shall be issued on the principle of openness, fairness and equity, and
each share of the same class shall have equal rights. Shares of the same class issued at the same time
shall be issued under the same condition and at the same price. The same price shall be paid for each of
the shares subscribed for by any subscriber.
The par value shares issued by the Company are denominated in RMB, with a nominal value of
RMB1 per share.
The overseas listed shares listed by the Company on Hong Kong Stock Exchange are referred to
as “H Shares”. The shares issued by the Company but not listed on domestic and overseas stock
exchange are referred to as unlisted shares. The Company’s unlisted shares may convert into overseas
listed shares and list and trade on overseas stock exchange upon filing with securities governing
authority of the State Council. The listing and trading of overseas unlisted shares on overseas stock
exchange shall also comply with the regulatory procedures, regulations and requirements of the
overseas stock exchange. V oting at the Shareholders’ general meeting is not required for the conversion
of unlisted domestic shares into overseas listed shares and the listing and trading of overseas listed
shares on overseas stock exchange.
Among the shares issued by the Company, the unlisted shares of the Company shall be registered
and deposited centrally with the domestic securities registration and settlement institutions. The
registration and settlement arrangements for overseas listed shares shall comply with the regulations of
the stock exchange where the Company’s shares are listed.
Increase/Reduction and Repurchase of Shares
The Company may, based on its business and development needs and in accordance with the
provisions of the laws, administrative regulations, departmental rules, normative documents, the
securities regulatory requirements of the stock exchange where the Company’s shares are listed, and the
provisions of relevant regulatory authorities, increase its capital in the following manners upon
resolutions being adopted at the Shareholders’ general meeting:
(i) issuing shares to unspecified targets;
(ii) issuing shares to specified targets;
(iii) allotting bonus shares to existing Shareholders;
(iv) capitalizing its capital reserve;
(v) other means as permitted by laws, administrative regulations and approved by the CSRC and
the securities regulatory authority of the place where the Company’s shares are listed.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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The Company may reduce its registered capital. Reduction of registered capital of the Company
shall be made in accordance with the procedures stipulated in the Company Law and the securities
regulatory requirements of the stock exchange where the Company’s shares are listed and other relevant
provisions and the Articles of Association.
The Company shall not acquire its own shares, save as under any one of the following
circumstances:
(i) to reduce the registered capital of the Company;
(ii) to merge with another company that holds the shares of the Company;
(iii) to use the shares for Employee Shareholding Plan or as equity incentive;
(iv) the Shareholders disagreeing with the merger or separation resolution made by the
Shareholders’ general meeting to request the Company to acquire their shares;
(v) to apply the shares in the conversion of the convertible corporate bonds issued by the
Company;
(vi) necessary for the Company to maintain corporate value and Shareholders’ interests;
(vii) other circumstances stipulated by laws, administrative regulations, departmental rules and
approved by the securities regulatory requirements of the stock exchange where the
Company’s shares are listed.
The Company may acquire its shares through open and concentrated transactions or other ways
permitted by laws and administrative regulations and approved by the CSRC and the securities
regulatory authority of the place where the Company’s shares are listed.
The Company’s acquisition of the shares of the Company due to the circumstances stipulated in
item (i) or (ii) above shall be subject to a resolution of the Shareholders’ general meeting. The
Company’s acquisition of the shares of the Company due to the circumstances stipulated in item (iii),
(v) or (vi) above shall be subject to a resolution of a Board meeting at which more than two-thirds of
Directors are present.
Under the circumstance stipulated in item (i), the shares of the Company so acquired shall be
canceled within ten days from the date of acquisition; under the circumstances stipulated in either item
(ii) or (iv), the shares of the Company so acquired shall be transferred or canceled within six months;
under the circumstances stipulated in item (iii), (v) or (vi), the total shares of the Company held by the
Company shall not exceed 10% of the Company’s total issued shares, and shall be transferred or
canceled within three years.
If the applicable laws, regulations, normative documents and the securities regulatory
requirements of the stock exchange where the Company’s shares are listed have other provisions on the
aforementioned matters involving the repurchase of shares, the Company shall comply with such
provisions, provided that they do not contravene the Company Law or the Hong Kong Listing Rules.
Transfer of Shares
The shares of the Company shall be transferred in accordance with laws.
The Company shall not accept its own shares as collateral.
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Shares issued by the Company prior to the public offering of its shares shall not be transferred
within one year from the date of listing and trading of the shares of the Company on a stock exchange.
The Directors and senior management of the Company shall declare the number of shares held by them
and the relevant changes. The number of shares transferred each year during their term of office
determined at their appointment shall not exceed 25% of the total number of shares of the Company
held by them. The shares of the Company held by them shall not be transferred within one year from
the listing date of the shares of the Company. The shares of the Company held by them shall not be
transferred within six months after their resignation. If it is otherwise provided in the securities
regulatory requirements of the stock exchange where the Company’s shares are listed regarding the
relevant matters of the limitation of the transfer of the overseas listed shares, the latter shall prevail.
SHAREHOLDERS AND SHAREHOLDERS’ GENERAL MEETING
Shareholders
Shareholders of the Company shall be legal persons, natural persons, or other entities lawfully
holding shares of the Company. Shareholders enjoy rights and undertake obligations according to the
class of shares they hold. Holders of the same class shall enjoy the same rights and bear the same
obligations.
The Company shall maintain a register of members in accordance with the Company Law, the
securities regulatory requirements of the stock exchange where the Company’s shares are listed, other
relevant regulations, and the provisions of the Articles of Association. The register of members shall
constitute sufficient evidence to prove the holding of shares in the Company by Shareholders. The
register of members shall be kept at the Company and Shareholders shall have the right to inspect it.
The Company shall manage the register of members in accordance with the Company Law and other
laws and regulations and the requirements of the relevant regulatory bodies.
Shareholders of the Company shall enjoy the following rights:
(i) to receive dividends and other forms of distribution of interest in proportion to their
respective shareholdings;
(ii) to legally request to hold, self-convene, preside over, attend, or dispatch Shareholder’s agent
to attend the general meetings and exercise the corresponding rights to speak and vote;
(iii) to supervise, make suggestions or inquiries on the operation of the Company;
(iv) to transfer, bestow or pledge the shares they hold according to the laws, administrative
regulations, the securities regulatory requirements of the stock exchange where the
Company’s shares are listed and the provisions of the Articles of Association;
(v) to inspect and make copies of the Articles of Association, register of members, minutes of
general meetings, resolutions of Board meetings, and financial and accounting reports, and
Shareholders who severally or jointly holding more than 3% of the shares in the Company
for more than 180 consecutive days may also inspect the accounting books and vouchers of
the Company;
(vi) to participate in the distribution of the Company’s remaining assets in proportion to their
shareholdings upon termination or liquidation of the Company;
(vii) request from Shareholders who object to a resolution of a Shareholders’ general meeting on
merger or division of the Company for the Company to acquire their shares;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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(viii) other rights stipulated by laws, administrative regulations, department rules, the securities
regulatory requirements of the stock exchange where the Company’s shares are listed or the
Articles of Association.
Any Shareholder requesting to inspect or make copies of the relevant materials of the Company
shall comply with the provisions of the Company Law, the Hong Kong Listing Rules and other laws
and administrative regulations. Any Shareholder requesting to inspect of the Company’s accounting
books and accounting vouchers shall submit a written request to the Company stating the purpose. If
the Company has a reasonable basis to believe that the Shareholder’s inspection of accounting books
and accounting vouchers has an improper purpose and may harm the legitimate interests of the
Company, it may refuse to provide such inspection, and shall reply to the Shareholder in writing and
explain the reasons within 15 days from the date of the Shareholder’s written request.
The Shareholders shall be entitled to request the People’s Court to invalidate the resolution of the
Shareholders’ general meeting and the Board of Directors which violates the laws and administrative
regulations.
The Shareholders shall be entitled to request the People’s Court to cancel the relevant resolution
within 60 days after the resolution is adopted if the convening procedure or voting method of the
Shareholders’ general meeting and Board meeting violates the laws, administrative regulations or the
Articles of Association, or the resolution content breaches the Articles of Association, except, however,
where there are only minor defects in the convening procedure or voting method of the Shareholders’
general meeting and Board meeting, which do not have substantive effect on the resolution.
Where the Board of Directors, Shareholders and other relevant parties have any dispute over the
validity of a resolution of the Shareholders’ general meeting, they shall promptly file a lawsuit with the
People’s Court. Before the People’s Court makes a judgment or ruling that the resolution shall be
revoked, the relevant parties shall implement the resolution of the Shareholders’ general meeting. The
Company, its Directors and senior management shall effectively perform their duties to ensure the
normal operation of the Company.
A resolution of the Shareholders’ general meeting or the Board of Directors of the Company shall
not be valid if any of the following circumstances applies:
(i) No Shareholders’ general meeting or Board meeting has been convened to make a resolution;
(ii) No vote has been taken on the matters resolved at the Shareholders’ general meeting or
Board meeting;
(iii) The number of persons attending the meeting or the number of voting rights held by them
does not reach the required number under the Company Law or the Articles of Association;
(iv) The number of persons agreeing to the matters resolved or the number of voting rights held
by them does not reach the required number under the Company Law or the Articles of
Association.
Shareholders of the Company shall assume the following obligations:
(i) to comply with the laws, administration regulations and the Articles of Association;
(ii) to pay the subscribed share capital for the shares subscribed in accordance with the agreed
manner of equity participation;
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(iii) no withdrawal of share capital from the Company except for the circumstances set out in the
relevant laws and administrative regulations;
(iv) no abuse of Shareholder’s rights to damage the interests of the Company or other
Shareholders; no abuse of the independent legal person status of the Company and the
limited liability of Shareholders to damage the interests of the creditors of the Company;
(v) other obligations to be assumed by the Shareholders according to the laws, administration
regulations, the securities regulatory requirements of the stock exchange where the
Company’s shares are listed and the Articles of Association.
If any Shareholder of the Company abuses the Shareholder’s rights and causes loss to the
Company or other Shareholders, he/she shall be liable for the compensation; if any Shareholder of the
Company abuses the independent legal person status of the Company and the limited liability of
Shareholders to evade debts and severely damage the interests of the creditors of the Company, he/she
shall bear joint liability for the debts of the Company.
General Provisions on Shareholders’ General Meeting
The Shareholders’ general meeting of the Company comprises all Shareholders. The Shareholders’
general meeting is the organ of power of the Company and exercises the following functions and
powers according to the laws:
(i) to elect and replace Directors who are not employee representatives, and to decide on
matters relating to their remuneration;
(ii) to consider and approve the reports of the Board of Directors;
(iii) to consider and approve the profit distribution plan and loss recovery plan of the Company;
(iv) to make resolutions on the increase or reduction of the Company’s registered capital;
(v) to make resolutions on the issuance of corporate bonds;
(vi) to make resolutions on matters such as the merger, division, dissolution, liquidation or
change in the organizational form of the Company;
(vii) to amend the Articles of Association;
(viii) to make a resolution on the engagement or removal of the accounting firm that provides
audits for the Company;
(ix) to consider and approve the guarantee matters stipulated in Article 42 of the Articles of
Association;
(x) to consider the Company’s purchase or disposal of major assets within one year of an
aggregate value exceeding 30% of the latest audited total assets of the Company, and
transaction matters stipulated in Article 44 of the Articles of Association;
(xi) to consider and approve the change of use of proceeds;
(xii) to consider equity incentive scheme and employee shareholding scheme;
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(xiii) to consider and approve the Company’s initial public offering of shares and listing plan;
(xiv) to consider other matters that shall be decided by the Shareholders’ general meeting
according to laws, administrative regulations, department rules and the Articles of
Association.
The above-mentioned functions and powers of the Shareholders’ general meeting shall not be
delegated through authorization to the Board of Directors or any other body or individual, but the
Shareholders’ general meeting may authorize the Board of Directors to adopt resolutions regarding the
issuance of corporate bonds.
The following external guarantees of the Company shall be submitted to the Shareholders’ general
meeting for consideration and approval after being considered and passed by the Board of Directors:
(i) a single guarantee in the amount exceeding 10% of the Company’s latest audited net assets;
(ii) any guarantee provided by the Company and its holding subsidiaries after the total amount
of external guarantees has exceeded 50% of the Company’s latest audited net assets;
(iii) any guarantee provided by the Company after the total amount of external guarantees has
exceeded 30% of the Company’s latest audited total assets;
(iv) according to the principle of accumulated amount of guarantee within 12 consecutive
months, any guarantee provided by the Company in the amount exceeding 30% of the
Company’s latest audited total assets;
(v) guarantees provided to guarantee objects with an asset to liabilities ratio exceeding 70%;
(vi) guarantees provided to the Shareholders and the de facto controllers of the Company and
their related parties;
(vii) Other external guarantees required by the laws, administrative regulations, departmental
rules and the Articles of Association that shall be approved by the Shareholders’ general
meeting.
The Board shall decide on other external guarantees which are not in the scope of authorization of
the Shareholders’ general meeting. For guarantees within the scope of authorization of the Board of
Directors, in addition to the approval of more than half of all the Directors, the consent of more than
two-thirds of the Directors attending the Board meeting shall be required. The guarantee set out in item
(iv) above shall be approved by more than two-thirds of voting rights held by Shareholders present at
the Shareholders’ general meeting. When the Shareholders’ general meeting is considering a proposal to
provide guarantee to any Shareholder, de facto controller and his/her/its related party(ies), the said
Shareholders or Shareholders controlled by the said de facto controller shall abstain from voting on the
said proposal, and the proposal shall be subject to approval by more than half of the voting rights held
by other attending Shareholders.
If a guarantee is provided to a related party by the Company, such guarantee should be based on
reasonable commercial grounds. If a guarantee is provided to a controlling Shareholder, de facto
controller and his/her/its related party(ies) by the Company, such controlling Shareholder, de facto
controller and his/her/its related party(ies) shall provide a counter-guarantee.
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In any of the following circumstances, the Company shall convene an extraordinary general
meeting within two months from the date of the occurrence of the circumstance:
(i) When the number of Directors is less than the number required by the Company Law or less
than two-thirds of the number specified in these Articles of Association;
(ii) When the Company’s accumulated uncovered losses reach one-third of its total share capital;
(iii) When Shareholders holding 10% or more of the Company’s shares individually or in the
aggregate make a request;
(iv) When the Board of Directors deems it necessary;
(v) When the audit committee proposes to convene such a meeting;
(vi) Other circumstances stipulated by laws, administrative regulations, departmental rules, or
these Articles of Association.
Convening of Shareholders’ General Meetings
A Shareholders’ general meeting shall be convened by the Board of Directors pursuant to laws.
Subject to the consent of more than half of all independent non-executive Directors, independent
non-executive Directors are entitled to propose to the Board of Directors to convene an extraordinary
general meeting, and such proposals shall be made in writing to the Board of Directors. Where
independent non-executive Directors propose to convene an extraordinary general meeting, the Board of
Directors shall, pursuant to the provisions of laws, administrative regulations, the securities regulatory
requirements of the stock exchange where the Company’s shares are listed and the Articles of
Association, issue a written reply on whether or not to approve the convening of the extraordinary
general meeting within 10 days upon the receipt of the proposal. If the Board of Directors agrees to
convene an extraordinary general meeting, a notice to convene such meeting shall be issued within 5
days after the resolution to convene an extraordinary general meeting is adopted by the Board of
Directors; if the Board of Directors does not agree to convene an extraordinary general meeting, it shall
state the reasons.
The audit committee is entitled to propose to the Board of Directors to convene an extraordinary
general meeting, and such proposals shall be made in writing to the Board of Directors. For the
proposal of the audit committee to convene an extraordinary general meeting, the Board of Directors
shall, pursuant to the provisions of laws, administrative regulations, the securities regulatory
requirements of the stock exchange where the Company’s shares are listed, and the Articles of
Association, issue a written reply on whether or not to approve the convening of the extraordinary
general meeting within 10 days upon the receipt of the proposal. If the Board of Directors agrees to
convene an extraordinary general meeting, a notice to convene such meeting shall be issued within 5
days after the resolution to convene an extraordinary general meeting is adopted by the Board of
Directors. Any changes to the original proposal in the notice require the consent of the audit committee.
If the Board of Directors disagrees to convene an extraordinary general meeting or fails to give a
response in writing within 10 days after receipt of such proposal, the Board of Directors shall be
deemed as unable or refusing to fulfill the obligation to convene the general meeting of Shareholders,
and the audit committee may convene and preside over the meeting on its own initiative.
Shareholders severally or jointly holding more than 10% of the shares of the Company are entitled
to request the Board of Directors to convene an extraordinary general meeting, and such request shall
be made in writing to the Board of Directors. Such written request shall specify the agenda items and
include complete proposals with substantive content. The Board of Directors shall, pursuant to the
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provisions of laws, administrative regulations, the securities regulatory requirements of the stock
exchange where the Company’s shares are listed, and the Articles of Association, issue a written reply
on whether or not to approve the convening of the extraordinary general meeting within 10 days upon
the receipt of the request. If the Board of Directors agrees to convene an extraordinary general meeting,
a notice to convene such meeting shall be issued within 5 days after the resolution to convene an
extraordinary general meeting is adopted by the Board of Directors. Any changes to the original request
in the notice require the consent of relevant Shareholders. If the Board of Directors disagrees to
convene an extraordinary general meeting or fails to give a response within 10 days after receipt of
such request, Shareholders severally or jointly holding more than 10% of the shares of the Company
shall be entitled to propose to the audit committee to convene an extraordinary general meeting, and
such request shall be made in writing to the audit committee. If the audit committee agrees to convene
an extraordinary general meeting, a notice to convene such meeting shall be issued within 5 days upon
receipt of such request. Any changes to the original request in the notice require the consent of relevant
Shareholders. Where the audit committee fails to issue a notice of the Shareholders’ general meeting
within the prescribed time limit, it shall be deemed that the audit committee will not convene and
preside over Shareholders’ the general meeting, and the Shareholders severally or jointly holding more
than 10% of the shares of the Company for 90 consecutive days or more may convene and preside over
the meeting on their own initiative.
Proposals and Notices of Shareholders’ General Meeting
Where the Company convenes a Shareholders’ general meeting, the Board of Directors, the audit
committee, and Shareholders individually or jointly holding more than 1% of the shares of the
Company shall be entitled to make proposals to the Company. The Shareholders individually or jointly
holding more than 1% of the shares of the Company may raise a temporary proposal and submit it to
the convener in writing ten days before the general meeting is held. The convener shall, within two
days after the receipt of the proposal, issue a supplementary notice to publish the contents of the
temporary proposal and submit the temporary proposal to the Shareholders’ general meeting for
consideration, except, however, in the case that the temporary proposal violates the provisions of laws,
administrative regulations, the securities regulatory requirements of the stock exchange where the
Company’s shares are listed or the Articles of Association, or does not fall within the scope of authority
of the Shareholders’ general meeting. Save as specified above or stipulated by laws, administrative
regulations or the securities regulatory requirements of the stock exchange where the Company’s shares
are listed, the convener shall not change the proposal set out in the notice of general meeting or add
any new proposals after the said notice is served.
The notice of the Shareholders’ general meeting shall include the following contents:
(i) the time, venue, and duration of the meeting;
(ii) the matters and proposals submitted to the meeting for consideration;
(iii) a prominent statement stating that all Shareholders are entitled to attend the Shareholders’
general meeting and appoint a proxy by written to attend and vote on his/her behalf, and
such proxy need not be a Shareholder of the Company;
(iv) the record date of Shareholders entitled to attend the Shareholders’ general meeting;
(v) the name and phone number of the contact person in connection with the meeting;
(vi) the voting time and voting procedures online or by other means;
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(vii) other matters stipulated by laws and regulations, normative documents, the securities
regulatory requirements of the stock exchange where the Company’s shares are listed and the
Articles of Association.
Convening of Shareholders’ General Meetings
Any Shareholder in the register of members on the record date or his/her proxy shall be entitled to
attend the Shareholders’ general meeting, and have the right to vote pursuant to the laws, regulations,
the securities regulatory rules of the place where the shares of the Company are listed and the Articles
of Association. Shareholders can attend the Shareholders’ general meeting in person or appoint proxies
to attend and vote on their behalf.
Individual Shareholders who wish to attend the meeting in person shall present their identity cards
or other valid documents or proof of identity; where others are delegated to attend the meeting, proxies
of Shareholders shall present their valid personal identity cards and the power of attorney from the
Shareholders.
Corporate Shareholders shall attend the meeting by their legal representatives or their entrusted
proxies. Legal representatives of corporate Shareholders who attend the meeting shall produce their
own identity cards, the business license of the corporate Shareholders stamped with the seal of the legal
entity and effective proof of their capacity as legal representatives; proxies of corporate Shareholders
shall produce their own identity cards, the business license of the corporate Shareholders stamped with
the seal of the legal entity and the written power of attorney issued by the legal representatives of the
corporate Shareholders stamped with the seal of the legal entity.
Shareholders of the partnership shall attend the meeting by the managing partner, its appointed
representatives, or entrusted proxies. When the managing partner or its appointed representative attends
a meeting, they shall present their identity cards, the business license of the partnership Shareholder
stamped with the seal of the partnership, and valid proof demonstrating their identity and qualifications;
where a proxy attends the meeting, the proxy shall present his/her identity card, the business license of
the partnership Shareholder stamped with the seal of the partnership, and a written power of attorney
issued by the managing partner of the partnership or the managing partner’s appointed representative,
which shall also be stamped with the seal of the partnership.
The Shareholders’ general meeting shall be chaired by the chairman of the Board. Where the
chairman is incapable of performing or fails to perform his/her duties, a Director nominated by more
than half of the Directors shall perform his/her duties. A Shareholders’ general meeting convened by the
audit committee shall be presided over by the convenor of the audit committee. Where the convenor of
the audit committee is unable to perform or fails to perform his/her duties, a majority of the members
of the audit committee shall elect a member of the audit committee to preside over such meeting. A
Shareholders’ general meeting convened by Shareholders themselves shall be presided over by the
convenor or a representative elected by him/her. If when convening a Shareholders’ general meeting,
the chairman of the meeting is in violation of these Rules of Procedures causing the Shareholders’
general meeting unable to be continued, subject to the agreement by over half of the attending
Shareholders with voting rights at the Shareholders’ general meeting, the Shareholders’ general meeting
may elect a person as the chairman and continue with the meeting.
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Voting and Resolutions of the Shareholders’ General Meetings
Resolutions of a Shareholders’ general meeting shall be divided into ordinary and special
resolutions. An ordinary resolution of a Shareholders’ general meeting shall be passed by over one-half
of the voting rights held by the Shareholders (including their proxies) present at the meeting. A special
resolution of a Shareholders’ general meeting shall be passed by more than two-thirds of the voting
rights held by the Shareholders (including their proxies) present at the meeting.
The following matters shall require the sanction of an ordinary resolution at a Shareholders’
general meeting:
(i) the working reports of the Board of Directors;
(ii) plan for distribution of profits and plans for recovery of losses prepared by the Board of
Directors;
(iii) the appointment and removal of members of the Board of Directors who are not employee
representatives, and their remuneration and methods of payment;
(iv) the Company’s proposed annual financial budget and final accounts;
(v) annual report of the Company;
(vi) issuing corporate bonds;
(vii) appointment or termination of accounting firm engaged in the audit work of the Company;
(viii) other matters other than those required by laws, administrative regulations, securities
regulatory rules of the place where the Company’s shares are listed or these Articles of
Association that should be passed by special resolutions.
The following matters shall require the sanction of a special resolution at a Shareholders’ general
meeting:
(i) the increase or decrease in registered capital of the Company;
(ii) the division, spin-off, merger, dissolution and liquidation of the Company, as well as the
alteration of the form of the Company;
(iii) amendments to the Articles of Association;
(iv) the share incentive schemes;
(v) the purchase and disposal of material assets by the Company within one year or guarantee
amount exceeding 30% of the Company’s latest audited total assets;
(vi) other matters required by the laws, administrative regulations, securities regulatory rules of
the place where the Company’s shares are listed or these Articles of Association, and which
have been determined by ordinary resolutions at the Shareholders’ general meeting to have
significant impact on the Company and require approval by special resolution.
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Where a Shareholders’ general meeting is convened to consider matters relating to a related
(connected) transaction, the related (connected) Shareholders shall abstain from voting and the number
of shares carrying voting rights as represented by them shall not be included in the total number of
valid votes; adequate disclosure of the result of votes cast by Shareholders not related (connected) to
the transaction shall be made in the announcement on the resolutions of the Shareholders’ general
meeting.
When matters to be considered at a Shareholders’ general meeting involve related (connected)
transactions, the Company shall make a special note thereof in the notice convening the Shareholders’
general meeting. A related (connected) Shareholder may apply for recusal on his/her own, other
Shareholders of the Company and the Board of the Company may apply for recusal of a related
(connected) Shareholder, the said application shall be made in writing prior to the convening of the
Shareholders’ general meeting, and the Board shall be obliged to notify the Shareholders concerned of
the application immediately. The Shareholders concerned may raise objections to the said application,
and if no objections have been raised prior to the voting, the Shareholder subject to the application for
recusal shall recuse himself/herself from voting; if he/she objects to the application, he/she may request
the audit committee to make a resolution in respect of the application.
If a related (connected) Shareholder participates in voting in violation of the provisions of this
article, the proportion of such Shareholder’s votes as regards the relevant related (connected)
transaction matters shall become invalid.
In order to be valid, the resolutions made at a Shareholders’ general meeting on related
(connected) transaction matters shall be passed by more than half of the votes cast by the non-related
(connected) Shareholders attending the Shareholders’ general meeting. However, when the related
(connected) transaction matter involves the above-mentioned matters, the resolution of the
Shareholders’ general meeting shall be valid only if it is passed by two-thirds or more of the voting
rights held by the non-related (connected) Shareholders present at the Shareholders’ general meeting.
BOARD OF DIRECTORS
Directors
The Directors of the Company shall be natural persons, a person who is applicable to any one of
the following circumstances shall not become a Director of the Company:
(i) with no capacity for civil conduct or limited capacity for civil conduct;
(ii) being sentenced to criminal punishment for corruption, bribery, embezzlement of properties,
misappropriation of properties or sabotaging the order of socialist market economy, or being
deprived of their political rights for committing a crime, where not more than 5 years have
elapsed since the expiration of the period of deprivation, or being announced on probation,
where not more than 2 years have elapsed since the date of completion of the probation
period;
(iii) a former Director, factory principal or manager of a company or enterprise which has
become insolvent and has been liquidated and who is personally liable for the insolvency of
such company or enterprise, where less than 3 years have elapsed since the date of
completion of the insolvency and liquidation of such company or enterprise;
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(iv) a former legal representative of a company or enterprise, the business license of which was
revoked or such company or enterprise was ordered to shut down due to violation of law and
such person is personally liable for such consequences, where less than 3 years have elapsed
since the date of the revocation of business license of or being ordered to close such
company or enterprise;
(v) being listed as a defaulter subject to enforcement by the People’s Court for being liable for
relatively large amount of personal debt which has become overdue;
(vi) has been subject to a securities market entry prohibition measure imposed by the CSRC, and
the period of the prohibition has not lapsed;
(vii) other circumstances required by laws, administrative regulations, departmental rules, or
securities regulatory rules of the place where the Company’s shares are listed.
Where the election of Directors is in violation of the above provisions, such election shall be
invalid. The Company shall dismiss a Director from office and terminate his/her duties if the
circumstances under this Article arise during his or her term of office.
The Directors shall comply with the laws, administrative regulations, securities regulatory rules of
the place where the Company’s shares are listed and these Articles of Association. They shall owe
duties of loyalty to the Company and take measures to avoid conflicts of interest between their own
interests and those of the Company, and shall not take advantage of their positions to seek improper
benefits:
The Directors shall owe the following duties of loyalty to the Company:
(i) not to expropriate the property of the Company and misappropriate the funds of the
Company;
(ii) not to open accounts in which the funds of the Company are deposited in his or her personal
name or in the name of other individuals;
(iii) not to exploit his/her position to bribe or accept other illegal income;
(iv) not to enter into contracts or transactions, directly or indirectly, with the Company without
reporting to the Board of Directors or the Shareholders’ general meeting and being approved
by a resolution of the Board of Directors or the Shareholders’ general meeting in accordance
with these Articles of Association;
(v) not to take advantage of his/her position to seek business opportunities for himself/herself or
others that should have otherwise been available to the Company, except when reported to
the Board of Directors or the Shareholders’ general meeting and approved by a resolution of
the Shareholders’ general meeting, or when the Company, according to laws, administrative
regulations, or the provisions of the Articles of Association, cannot utilize such business
opportunities;
(vi) not to operate for himself/herself or others any business similar to that of the Company,
without reporting to the Board of Directors or the Shareholders’ general meeting and
obtaining approval through a resolution of the Shareholders’ general meeting;
(vii) not to accept commissions from transactions between others and the Company for his/her
own benefits;
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(viii) not to disclose the confidential information of the Company without authorization;
(ix) not to use his/her connected relationship to impair the interests of the Company;
(x) other fiduciary duties stipulated by laws, administrative regulations and departmental rules
and these Articles of Association.
The income obtained by a Director in violation of these provisions shall belong to the Company;
and if the Director causes losses to the Company, he/she shall be liable for compensation. Immediate
family members of Directors, enterprises directly or indirectly controlled by Directors or their
immediate family members, and related (connected) parties with other related (connected) relationships
with Directors, when entering into contracts or conducting transactions with the Company, are subject
to the provisions of item (iv) of the second paragraph of this provision.
A Director shall comply with the laws, administrative regulations and these Articles of Association
and shall diligently perform his/her obligations to the Company. In performing their obligations, he/she
shall exercise the reasonable care that a manager should typically have for the best interests of the
Company. The Director shall diligently perform his/her following obligations to the Company:
(i) to exercise the rights conferred by the Company in a prudent, serious and diligent manner so
as to ensure that the business activities of the Company are in compliance with the
requirements of national laws, administrative regulations and various economic policies, and
the business activities do not exceed the business scope specified in the business license;
(ii) to treat all shareholders equally;
(iii) to keep abreast of the operation and management of the Company’s businesses;
(iv) to sign a written confirmation of the Company’s periodic reports and ensure that the
information disclosed by the Company shall be true, accurate and complete;
(v) to truthfully provide the audit committee with relevant information and data, and shall not
obstruct the audit committee or its members from exercising their authorities;
(vi) to perform other obligations of diligence stipulated by the laws, administrative regulations,
departmental rules and these Articles of Association.
Board of Directors
The Company has established a Board of Directors which shall be accountable to the
Shareholders’ general meeting. The Board of Directors shall consist of 9 Directors, of whom
Independent Directors shall constitute more than one-third of the total number of Directors on the
Board.
The Board of Directors exercises the following powers:
(i) to convene the Shareholders’ general meeting and report its work to the Shareholders’
general meetings;
(ii) to implement the resolutions of the Shareholders’ general meeting;
(iii) to decide on the Company’s business plans and investment plans;
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(iv) to formulate the Company’s proposals for profit distribution and for recovery of losses;
(v) to formulate proposals for the increase or reduction of the Company’s registered capital and
the issue of bonds or other securities and listing thereof;
(vi) to draft plans for significant acquisitions of the Company, the purchase of Shares of the
Company, or merger, division, dissolution or change of the form of the Company;
(vii) to decide on matters such as foreign investment, acquisition and sale of assets, pledge of
assets, external guarantee matters, entrusted financial management, related (connected)
transactions and external donations within the authorization of these Articles of Association
or the Shareholders’ general meeting;
(viii) to decide on the Company’s internal management structure;
(ix) to decide on the appointment or dismissal of the Company’s general manager and secretary
to the Board, company secretary; to decide on the appointment or dismissal of the
Company’s deputy general manager, Chief Financial Officer according to the nomination of
the general manager, and decide on their remunerations and award/punishment issues;
(x) to formulate the Company’s basic management system;
(xi) to formulate proposals to amend the Articles of Association;
(xii) to manage information disclosure of the Company;
(xiii) to propose to the Shareholders’ general meeting the appointment or replacement of the
accounting firm that provides audit service to the Company;
(xiv) to hear the work report of the general manager of the Company and examine his/her work;
(xv) other functions and powers stipulated and conferred by laws, administrative regulations,
departmental rules, securities regulatory rules of the place where the Company’s shares are
listed and these Articles of Association.
The Board of Directors of the Company shall establish four Special Committees, being an Audit
Committee, a Nomination Committee, a Remuneration and Appraisal Committee and a Strategic
Committee. The Special Committees shall be accountable to the Board of Directors and perform their
duties in accordance with the Articles of Association and the authorization from the Board of Directors.
Their proposals shall be submitted to the Board of Directors for consideration and decision. All
members of the Special Committees shall be Directors. Independent non-Executive Directors shall
account for the majority of members of the Audit Committee, the Nomination Committee and the
Remuneration and Appraisal Committee, and shall serve as the convener/chairman. The
convener/chairman of the Audit Committee shall be an accounting professional. The Board is
responsible for formulating and amending the terms of reference of the Special Committees and
regulating the operation. Matters beyond the authorization by the Shareholders’ general meetings shall
be submitted to the Shareholders’ general meeting for consideration.
The Board shall have a chairman. The chairman shall be elected with the approval of more than
half of all the Directors of the Board. The chairman of the Board shall exercise the following functions
and powers:
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(i) to preside over Shareholders’ general meetings and convene and preside over Board
meetings;
(ii) to monitor and examine the implementation of the resolutions of the Board of Directors;
(iii) to exercise the powers of the legal representative;
(iv) to sign on important documents of the Board of Directors and other documents which are
required to be signed by the legal representative of the Company;
(v) other powers conferred by the Board of Directors.
A Board meeting shall be held only if more than half of the Directors are present. Resolutions of
the Board of Directors must be passed by a majority of all Directors. Resolutions made by the Board of
Directors on external guarantee matters that should be approved by the Board of Directors according to
the Articles of Association must also be approved by more than 2/3 of the Directors attending the Board
meeting. As for the voting on a Board resolution, each Director shall have one vote only.
Senior management
The Company shall have one general manager, several deputy general managers, one Chief
Financial Officer, and one secretary to the Board, all of whom shall be appointed or dismissed by the
Board of Directors.
The general manager shall have a term of office of 3 years and can be reelected upon the
appointment by the Board of Directors. The term of office of a general manager shall start from the
date his appointment is resolved by the Board of Directors, and shall end upon the expiry of the current
term of the Board of Directors, unless otherwise stipulated in the resolution of the Board of Directors.
The general manager shall be accountable to the Board of Directors and shall exercise the
following functions and powers:
(i) to be in charge of the Company’s production, operation and management, and to organize
and implement the resolutions of the Board of Directors and report on works to the Board of
Directors;
(ii) to organize and implement the Company’s annual business plan and investment proposals;
(iii) to draft plans for the establishment of the Company’s internal management organizations;
(iv) to draft the Company’s basic management system;
(v) to formulate specific rules and regulations for the Company;
(vi) to propose to the Board of Directors on the appointment or dismissal of deputy general
manager and Chief Financial Officer of the Company;
(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;
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(viii) where transactions entered into by the Company (except for guarantees provided by the
Company, donated cash assets received by the Company and debts that purely reduce the
obligations of the Company or exempt it therefrom) do not meet any of the review
thresholds of the Board of Directors, the general manager shall have the authority to make
decisions thereon;
(ix) other functions and powers stipulated in the Articles of Association or conferred by the
Board of Directors.
The Company shall have a secretary to the Board, and shall be responsible for the preparation of
the Shareholders’ general meeting and Board meeting, document keeping and management of
information regarding the Shareholders of the Company and shall deal with information disclosure and
other matters. The secretary to the Board shall comply with the relevant provisions of the laws,
administrative regulations, departmental rules, securities regulatory rules of the place where the
Company’s shares are listed, and the Articles of Association. During the vacancy of the secretary to the
Board, the Company shall promptly designate a director or senior management member to perform the
duties of the secretary to the Board, at the same time, the candidate for the secretary to the Board shall
be determined promptly. If the Board of Directors fails to appoint a person to act as the secretary to the
Board or if the position of the secretary to the Board remains vacant for more than 3 months, the
chairman of the Board shall act as the secretary to the Board until the Company appoints a new one.
SPECIAL COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has established an audit committee to exercise the powers
and functions of the supervisory committee as stipulated in the Company Law.
The audit committee is responsible for reviewing the Company’s financial information and its
disclosures, supervising and evaluating the internal and external audits and internal controls. The
following matters shall be submitted to the Board of Directors for consideration after the approval by a
majority of all members of the audit committee:
(i) disclosure of financial information in financial accounting reports and periodic reports, and
internal control evaluation reports;
(ii) appointment or dismissal of the accounting firm that undertake the Company’s auditing
business;
(iii) appointment or dismissal of the Company’s Chief Financial Officer;
(iv) changes in accounting policies, accounting estimates or correction of material accounting
errors for reasons other than changes in accounting standards;
(v) other matters as provided by laws, administrative regulations, the provisions of the CSRC,
the securities regulatory rules of the place where the Company’s shares are listed, and these
Articles of Association.
The Nomination Committee is responsible for formulating the standards and procedures for the
selection of Directors and senior management members, selecting and reviewing the candidates for
Directors and senior management members and their qualifications for office, and making
recommendations to the Board of Directors on the following matters:
(i) nominating or appointing and removing of Directors;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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(ii) appointing or dismissing senior management members;
(iii) other matters as provided by laws, administrative regulations, the provisions of the CSRC,
the securities regulatory rules of the place where the Company’s shares are listed, and these
Articles of Association.
If the Board of Directors does not adopt or does not fully adopt the recommendations of the
nomination committee, it shall record the opinion of the nomination committee and the specific reasons
for not adopting in the resolution of the Board of Directors and disclose the same.
The Remuneration and Appraisal Committee is responsible for formulating the evaluation criteria
for Directors and senior management members and conducting the evaluation, preparing and reviewing
the remuneration policies and programs for Directors and senior management members, and making
recommendations to the Board of Directors on the following matters:
(i) the remuneration of Directors and senior management members;
(ii) formulating or changing the share incentive scheme and employee share ownership scheme,
granting of rights and benefits to the incentive targets and fulfillment of the conditions for
exercising the rights and benefits;
(iii) arranging share ownership schemes for Directors and senior management members in the
subsidiaries proposed to be spun off;
(iv) other matters as provided by laws, administrative regulations, the provisions of the CSRC,
the securities regulatory rules of the place where the Company’s shares are listed, and these
Articles of Association.
FINANCIAL ACCOUNTING SYSTEM, PROFIT DISTRIBUTION AND AUDITING
Financial Accounting System
The Company shall prepare its annual financial accounting reports in accordance with relevant
laws and regulations, and such reports shall be audited by an accounting firm in accordance with the
law. The above-mentioned financial accounting reports shall be prepared in compliance with relevant
laws, administrative regulations and departmental rules.
When distributing the after-tax profits of the current year, the Company shall allocate 10% of its
profit to the statutory reserve fund of the Company. Where the accumulated amount of the Company’s
statutory reserve fund is more than 50% of the Company’s registered capital, further allocation is not
required. If the Company’s statutory reserve fund is not sufficient to cover losses of previous years, it
shall, before withdrawing the statutory reserve fund in accordance with the preceding paragraph, make
up the losses from the profits of the current year in the first place. After the Company has withdrawn
statutory reserve fund from its after-tax profits, it may also make an arbitrary reserve fund from its
after-tax profits by resolution of the Shareholders’ general meeting. After making up of losses and
allocation to the reserve fund, balance of the after-tax profits shall be distributed to Shareholders in
proportion to their shareholdings. If the Shareholders’ general meeting distributes profits to
Shareholders in violation of the provisions of the Company Law, the Shareholders shall return the
profits distributed in violation of the provisions to the Company; and if the Company incurs losses, the
Shareholders and the Directors and senior management members who are held liable shall be held liable
for compensation. The Company’s own shares held by the Company shall not participate in the
distribution of profits.
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The Company’s reserve funds shall be used to make up the Company’s losses, to expand the
Company’s production and operations or to be transferred to increase the Company’s registered capital.
The arbitrary reserve fund and statutory reserve fund should be used first to make up the Company’s
losses; if it cannot be covered, the capital reserve fund shall be used in accordance with the provisions.
When the statutory reserve fund is converted into increased registered capital, the remaining amount of
such reserve fund shall not be less than 25% of the registered capital of the Company before the
conversion.
Internal Auditing
The Company shall implement its internal audit system, which specifies the leadership system,
duties and responsibilities, staffing, financial protection, the use of audit results and accountability for
internal audit. The Company shall assign full-time auditors to conduct supervision and inspection of the
business activities, risk management, internal control, financial information and other matters of the
Company.
Appointment of Accounting Firm
The Company’s appointment of an accounting firm that complies with the securities regulatory
rules of the place where the shares are listed to audit accounting statements, conduct verification of net
assets and other relevant consultation services shall have a term of 1 year and may be subject to
renewal. The Company’s appointment and dismissal of an accounting firm shall be decided by the
Shareholders’ general meeting. The Board of Directors shall not appoint any accounting firm prior to a
decision made by the Shareholders’ general meeting.
MERGER, DIVISION, CAPITAL INCREASE, CAPITAL REDUCTION, DISSOLUTION AND
LIQUIDATION
Merger, Division, Capital Increase and Capital Reduction
A merger of the Company may take the form of a merger by absorption or a merger by new
creation.
The absorption of one company into another is a merger by absorption and the absorbed company
shall be dissolved. The merger of two or more companies to create a new company is a merger by
creation and the parties to the merger shall be dissolved.
In the event of a merger, the parties to the merger shall enter into a merger agreement and prepare
a balance sheet and an inventory of properties. The Company shall notify its creditors within 10 days,
and shall make an announcement on a newspaper or National Enterprise Credit Information Publicity
System within 30 days, from the date of the Company’s resolution on the merger. The creditors shall
have 30 days from the date of receipt of the notice, or 45 days from the date of announcement if they
have not received the notice, to demand the Company to settle the debts or provide corresponding
guarantees.
When the Company reduces its registered capital, it shall prepare a balance sheet and an inventory
of properties.
The Company shall notify its creditors within 10 days, and shall make an announcement on a
newspaper or National Enterprise Credit Information Publicity System within 30 days, from the date of
the resolution made at the Shareholders’ general meeting on the reduction of registered capital. Within
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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30 days from the date of receipt of the notice, or within 45 days from the date of announcement if the
notice is not received, creditors shall have the right to demand the Company to settle the debts or
provide corresponding guarantees.
When the Company reduces its registered capital, it shall reduce its shares in proportion to the
shares held by Shareholders, unless otherwise provided by law or these Articles of Association.
In case of reduction of registered capital in violation of the Company Law, the Shareholders shall
return the funds so received, and the reduced capital contribution of the Shareholders shall be restored
to its original amount; in case of losses caused to the Company, the Shareholders and the responsible
Directors and senior management members shall be held liable for compensation.
Dissolution and Liquidation
The Company shall be dissolved for the following reasons:
(i) the term of business provided for in these Articles of Association has expired or the
occurrence of any other cause of dissolution provided for in these Articles of Association;
(ii) dissolution has been resolved by the Shareholders’ general meeting;
(iii) dissolution is required for merger or division of the Company;
(iv) having its business licence revoked, ordered to be shut down or be deregistered in
accordance with the law;
(v) where the Company has serious difficulties in its operation and management, and the
continuation of the Company will cause significant losses to the interests of the
Shareholders, and the problem cannot be solved through other means, Shareholders holding
more than 10% of the voting rights of the Company may request a People’s Court to dissolve
the Company.
If the Company has any cause for dissolution specified in the preceding paragraph, it shall make
public the cause of dissolution through the National Enterprise Credit Information Publicity System
within 10 days.
In case of items (i) or (ii) above, and if the Company has not yet distributed its property to its
Shareholders, it may survive by amending these Articles of Association or by a resolution of the
Shareholders’ general meeting. Amendments to these Articles of Association or resolution of the
Shareholders’ general meeting in accordance with the preceding paragraph shall be approved by at least
two-thirds of the votes held by the Shareholders present at the Shareholders’ general meeting.
Where the Company is dissolved pursuant to items (i), (ii), (iv) or (v) above, the Company shall
be liquidated. Directors shall be the liquidation obligors of the Company, and a liquidation team shall
be formed, within 15 days from the occurrence of the events of dissolution, to perform liquidation. The
liquidation team shall consist of the Directors, unless otherwise stipulated in these Articles of
Association or otherwise selected by a resolution of the Shareholders’ general meeting. If a liquidation
obligor fails to perform his/her liquidation obligations in a timely manner, thereby causing losses to the
Company or the creditors, such liquidation obligor shall be liable for compensation.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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AMENDMENTS TO ARTICLES OF ASSOCIATION
In any of the following circumstances, the Company shall amend its Articles:
(i) after the amendment of the Company Law or relevant laws or administrative regulations, or
the securities regulatory rules of the place where the Company’s shares are listed, the
matters as provided in the Articles conflict with the amended laws or administrative
regulations, or the securities regulatory rules of the place where the Company’s shares are
listed;
(ii) the circumstances of the Company have changed so that they are inconsistent with those
provided in the Articles;
(iii) the Shareholders’ general meeting decides to amend the Articles.
Where an amendment to the Articles of Association approved by the Shareholders’ general
meeting through a resolution shall be approved by competent authorities, such amendment shall be
submitted to the competent authorities for approval. Where an amendment involves company
registration, the registration shall be amended according to laws.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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A. FURTHER INFORMATION ABOUT OUR GROUP
1. Incorporation of Our Company
Our Company was established in the PRC on September 3, 2012 and was converted to a joint
stock limited company on December 26, 2022.
As of the date of this prospectus, our Company’s registered office is located at Office Buildings 1
and 5, Phase I, Optoelectronic Information Industrial Park, No. 7691, Ziyou Road, Changchun
Economic and Technological Development Zone, Jilin Province, the PRC. Our Company has established
a principal place of business in Hong Kong at 40th Floor, Dah Sing Financial Centre, No. 248 Queen’s
Road East, Wanchai, Hong Kong and has been registered as a non-Hong Kong company under Part 16
of the Companies Ordinance on June 27, 2025 with the Registrar of Companies in Hong Kong. Ms.
PUN Kim Ying, one of our joint company secretaries, has been appointed as the authorized
representative of our Company for the acceptance of service of process in Hong Kong.
As our Company was established in the PRC, our corporate structure and Articles of Association
are subject to the relevant laws and regulations of the PRC. A summary of the relevant provisions of
our Articles of Association is set out in “Appendix V — Summary of Articles of Association”. A
summary of certain relevant aspects of the laws and regulations of the PRC is set out in “Appendix V
— Summary of Principal Laws and Regulatory Provisions”.
2. Changes in Share Capital of Our Company
As of the date of our establishment, our registered share capital was RMB20,000,000. On
December 26, 2022, our Company was converted into a joint stock company with limited liability and
our registered capital was 370,000,000 Shares with a nominal value of RMB1.00 each.
Upon completion of the Global Offering and conversion of Unlisted Shares into H Shares, without
taking into account any H Shares which may be issued pursuant to the Over-allotment Option and the
Pre-IPO Share Option Scheme, our registered share capital will be increased to 435,294,200,
comprising 144,155,700 Unlisted Shares and 291,138,500 H Shares, representing 33.12% and 66.88%
of our registered capital, respectively.
For further details, see “History, Development and Corporate Structure” and “Share Capital” of
this prospectus. Save as disclosed in the “History, Development and Corporate Structure” in this
prospectus and above, there has been no alteration in the share capital of our Company during the two
years immediately preceding the date of this prospectus.
3. Subsidiaries of our Company and Changes in Share Capital of Our Subsidiaries
Certain details of our subsidiaries are set out in “History, Development and Corporate Structure —
Our Subsidiaries” and in the accountants’ report as set out in Appendix I to this prospectus. Save for
the subsidiaries mentioned in note 1 of the accountants’ report set out in Appendix I to this prospectus,
our Company has no other subsidiary.
Save as disclosed below, there has been no alteration in the share capital of the subsidiaries of our
Company within two years immediately preceding the date of this prospectus:
On December 2, 2024, there has been a registered capital increase contributed by the Company in
an amount of RMB3,750,000 into Gpixel Hangzhou and thus the registered capital of Gpixel Hangzhou
was increased from RMB11,250,000 to RMB15,000,000.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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4. Shareholders’ Resolutions
In accordance with the Shareholders’ resolutions of our Company dated June 5, 2025, among other
things, the following resolutions were passed by the Shareholders:
(a) the issue by our Company of H Shares of nominal value of RMB1.00 each and such H
Shares be listed on the Stock Exchange;
(b) the total number of H Shares to be issued pursuant to the Global Offering shall be no more
than 25% of the total issued share capital of the Company (before the exercise of the
Over-allotment Option) after the Listing;
(c) subject to the CSRC’s approval, upon completion of the Global Offering, 225,844,300
Unlisted Shares held by certain existing Shareholders will be converted into H Shares;
(d) the abolishment of the board of supervisors of the Company in accordance with the relevant
PRC laws and regulations;
(e) subject to the completion of the Global Offering, the conditional adoption of the Articles of
Association, which shall become effective on the Listing Date, and the Board and its
authorized persons have been authorized to amend the Articles of Association in accordance
with any comments from the Stock Exchange and other relevant regulatory authorities; and
(f) authorization of the Board and its authorized persons to handle all matters relating to, among
other things, the Global Offering, the issue and listing of the H Shares.
5. Reorganization
Our Company has not gone through any corporate reorganization for the purpose of the Listing.
For details of history and development of our Company, see “History, Development and Corporate
Structure” in this prospectus.
B. FURTHER INFORMATION ABOUT OUR BUSINESS
1. Summary of Material Contracts
The following contracts (not being contracts entered into in the ordinary course of business) have
been entered into by us or any of our subsidiaries within the two years preceding the date of this
prospectus that are or may be material:
(1) a capital increase agreement ( ᄣ༟՘ᙄ) entered into on November 22, 2024, by and among
the Company, Zhejiang Province Industrial Fund Co., Ltd.* (ʮ̡ ) and
Gpixel Hangzhou, pursuant to which the Company agreed to contribute RMB300 million
cash to subscribe for additional RMB3.75 million registered capital of Gpixel Hangzhou;
(2) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
UBS Asset Management (Singapore) Ltd., CITIC Securities (Hong Kong) Limited, Guotai
Junan Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 15,000,000;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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(3) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
CPE Peepal Investment Limited, CITIC Securities (Hong Kong) Limited, Guotai Junan
Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 15,000,000;
(4) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
Mirae Asset Securities (HK) Limited, CITIC Securities (Hong Kong) Limited, Guotai Junan
Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 10,000,000;
(5) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
PERSEVERANCE ASSET MANAGEMENT INTERNATIONAL (SINGAPORE) PTE. LTD.
(acting in its capacity as an investment advisor or investment manager and on behalf of
certain investment funds and separated managed accounts), CITIC Securities (Hong Kong)
Limited, Guotai Junan Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 10,000,000;
(6) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
Arc Avenue Asset Management Pte. Ltd., CITIC Securities (Hong Kong) Limited, Guotai
Junan Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 10,000,000;
(7) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
Greenwoods Asset Management Hong Kong Limited, CITIC Securities (Hong Kong)
Limited, Guotai Junan Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 4,338,020.48;
(8) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
Huatai Capital Investment Limited, CITIC Securities (Hong Kong) Limited, Guotai Junan
Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 5,661,979.52;
(9) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
Panjing Harbourview Investment Fund, CITIC Securities (Hong Kong) Limited, Guotai
Junan Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 2,000,000;
(10) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
GF International Investment Management Limited (ʮ̡ ), CITIC
Securities (Hong Kong) Limited, Guotai Junan Capital Limited, CLSA Limited and Guotai
Junan Securities (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 dollar
4,000,000;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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(11) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
GF Fund Management Co., Ltd. (ʮ̡ ), CITIC Securities (Hong Kong)
Limited, Guotai Junan Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 6,000,000;
(12) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
Eastern Bell Capital VIII Investment Limited, CITIC Securities (Hong Kong) Limited,
Guotai Junan Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 5,000,000;
(13) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
Value Partners Limited, CITIC Securities (Hong Kong) Limited, Guotai Junan Capital
Limited, CLSA Limited and Guotai Junan Securities (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 dollar 250,000;
(14) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
Value Partners Hong Kong Limited, CITIC Securities (Hong Kong) Limited, Guotai Junan
Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 1,750,000;
(15) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
China Merchants Securities Investment Management (HK) Co., Limited, CITIC Securities
(Hong Kong) Limited, Guotai Junan Capital Limited, CLSA Limited and Guotai Junan
Securities (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 dollar 1,000,000;
(16) a cornerstone investment agreement dated April 2, 2026 entered into among the Company, E
Fund Management (Hong Kong) Co., Ltd., CITIC Securities (Hong Kong) Limited, Guotai
Junan Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 2,500,000;
(17) a cornerstone investment agreement dated April 2, 2026 entered into among the Company, E
Fund Management Co., Ltd., CITIC Securities (Hong Kong) Limited, Guotai Junan Capital
Limited, CLSA Limited and Guotai Junan Securities (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 dollar 500,000;
(18) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
Yield Royal Investment Holding (Singapore) PTE. LTD., CITIC Securities (Hong Kong)
Limited, Guotai Junan Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 7,500,000;
(19) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
Fullgoal Fund Management Co., Ltd. (ʮ̡ ), CITIC Securities (Hong
Kong) Limited, Guotai Junan Capital Limited, CLSA Limited and Guotai Junan Securities
(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 dollar 6,660,000;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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(20) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
Fullgoal Asset Management (HK) Limited ( బ਷༟ପ၍ଣ (ಥ)ʮ̡), CITIC Securities
(Hong Kong) Limited, Guotai Junan Capital Limited, CLSA Limited and Guotai Junan
Securities (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 dollar 3,340,000;
(21) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
SCC Foresight Ventures Ltd., CITIC Securities (Hong Kong) Limited, Guotai Junan Capital
Limited, CLSA Limited and Guotai Junan Securities (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 dollar 1,600,000;
(22) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
V oyage42 Master Fund, CITIC Securities (Hong Kong) Limited, Guotai Junan Capital
Limited, CLSA Limited and Guotai Junan Securities (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 dollar 3,400,000;
(23) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
WT Asset Management Limited, CITIC Securities (Hong Kong) Limited, Guotai Junan
Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 5,000,000;
(24) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
3W Fund Management Limited, CITIC Securities (Hong Kong) Limited, Guotai Junan
Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 5,000,000;
(25) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
HHLR Advisors, Ltd., CITIC Securities (Hong Kong) Limited, Guotai Junan Capital
Limited, CLSA Limited and Guotai Junan Securities (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 dollar 15,000,000;
(26) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
Protium Capital Limited (ʮ̡ ), CITIC Securities (Hong Kong) Limited,
Guotai Junan Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 5,000,000;
(27) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
China Orient International Asset Management Limited — China Orient Multi-Strategy
Master Fund, CITIC Securities (Hong Kong) Limited, Guotai Junan Capital Limited, CLSA
Limited and Guotai Junan Securities (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 dollar 1,731,168;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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(28) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
Supercluster Universe Limited, CITIC Securities (Hong Kong) Limited, Guotai Junan
Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 10,000,000;
(29) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
ICBC Wealth Management Co., Ltd. (ப΂ʮ̡ ), CITIC Securities (Hong
Kong) Limited, Guotai Junan Capital Limited, CLSA Limited and Guotai Junan Securities
(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 dollar 5,000,000;
(30) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
Cithara Global Multi-Strategy SPC — Disruptive Innovation Investment Fund SP, CITIC
Securities (Hong Kong) Limited, Guotai Junan Capital Limited, CLSA Limited and Guotai
Junan Securities (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 dollar
2,000,000;
(31) a cornerstone investment agreement dated April 2, 2026 entered into among the Company,
China Asset Management (Hong Kong) Limited, CITIC Securities (Hong Kong) Limited,
Guotai Junan Capital Limited, CLSA Limited and Guotai Junan Securities (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 dollar 2,000,000; and
(32) the Hong Kong Underwriting Agreement.
2. Our Intellectual Property Rights
(a) Trademarks
(i) Registered Trademarks
As of the Latest Practicable Date, we had registered the following trademarks which we consider
to be or may be material to our business:
No. Trademark
Place of
Registration
Registration
No. Registered Owner Class Validity
1
 ........... PRC 56162799 The Company 9 2021.12.07−
2031.12.06
2
 ......... PRC 65342831 Changguang Yuanxin 38 2022.12.07−
2032.12.06
3
 ......... PRC 65354745 Changguang Yuanxin 37 2023.02.14−
2033.02.13
4
 ......... PRC 65357675 Changguang Yuanxin 11 2023.02.14−
2033.02.13
5
 ......... PRC 65354760 Changguang Yuanxin 42 2023.02.14−
2033.02.13
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-6 –


--- page 468 ---
No. Trademark
Place of
Registration
Registration
No. Registered Owner Class Validity
6
 ......... PRC 65343999 Changguang Yuanxin 35 2023.02.07−
2033.02.06
7
 ......... PRC 65342839 Changguang Yuanxin 40 2023.02.14−
2033.02.13
(b) Patents
(i) Registered Patents
As of the Latest Practicable Date, we were the registered owner of and had the right to use the
following patents which we consider to be or may be material to our business:
No. Patent Name Patentee Patent Type
Place of
registration Patent Number
Application/
Approval Date Expiry Date
1 Image Data Analog-to-digital
Conversion Method and Image
Sensor ...............
The Company Invention
Patent
PRC ZL201310021530.X 2013.01.21 2033.01.21
2 High-speed Global Shutter Image
Sensor Pixel and Pixel Signal
Sampling Method ..........
The Company Invention
Patent
PRC ZL201310459382.X 2013.09.29 2033.09.29
3 CMOS TDI Image Sensor and Charge
Transfer Control Method ......
The Company Invention
Patent
PRC ZL201310348765.X 2013.08.12 2033.08.12
4 High-speed Full-frame Shutter Image
Sensor Pixel and Signal Transfer
Control Method ...........
The Company Invention
Patent
PRC ZL201310459374.5 2013.09.29 2033.09.29
5 High-speed Global Shutter Image
Sensor Pixel and Pixel Signal
Acquisition Method ........
The Company Invention
Patent
PRC ZL201410132603.7 2014.04.02 2034.04.02
6 High Dynamic Range Image Sensor
Pixels ................
The Company Invention
Patent
PRC ZL201410132938.9 2014.04.02 2034.04.02
7 Back-illuminated TDI Image Sensor
and Electronic Shutter Control
Method ...............
The Company Invention
Patent
PRC ZL201510111711.0 2015.03.14 2035.03.14
8 Pixel Signal Readout Method for
Image Sensor ...........
The Company Invention
Patent
PRC ZL201510658913.7 2015.10.14 2035.10.14
9 High Dynamic Range Image Sensor
Data Output Method and Device ..
The Company Invention
Patent
PRC ZL201510566167.9 2015.09.09 2035.09.09
10 Global Shutter Control Method for
Pixels of Dual Transfer Gate High
Dynamic Range Image Sensor ...
The Company Invention
Patent
PRC ZL201610135783.3 2016.03.10 2036.03.10
11 CMOS TDI Image Sensor and
Transfer Control Method ......
The Company Invention
Patent
PRC ZL201610135831.9 2016.03.10 2036.03.10
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-7 –


--- page 469 ---
No. Patent Name Patentee Patent Type
Place of
registration Patent Number
Application/
Approval Date Expiry Date
12 Global Shutter Control Method for
Pixels of High Dynamic Range
Image Sensor ...........
The Company Invention
Patent
PRC ZL201610135768.9 2016.03.10 2036.03.10
13 High Dynamic Focal Plane Readout
Circuit and Sampling Method ...
The Company Invention
Patent
PRC ZL201610753008.4 2016.08.29 2036.08.29
14 High Speed Multi-phase Slope
Analog-to-digital Converter ....
The Company Invention
Patent
PRC ZL201610752976.3 2016.08.29 2036.08.29
15 High-speed Analog-to-digital
Conversion Device for Image
Sensor ...............
The Company Invention
Patent
PRC ZL201710415738.8 2017.06.06 2037.06.06
16 Low Noise and Wide Dynamic Range
Image Sensor related to Multiple
Sampling Circuit ..........
The Company Invention
Patent
PRC ZL201710180039.X 2017.03.24 2037.03.24
17 TDI Photosensitive Device and Image
Sensor for Suppressing Image
Mismatch .............
The Company Invention
Patent
PRC ZL201810154578.0 2018.02.23 2038.02.23
18 Pixel Signal Interleaved Time-shift
Readout Method for High Frame
Rate Area Array Image Sensor ...
The Company Invention
Patent
PRC ZL201910302389.8 2019.04.16 2039.04.16
19 High Dynamical Range TDI Image
Sensor and Imaging Method ....
The Company Invention
Patent
PRC ZL202010166833.0 2020.03.11 2040.03.11
20 Method for Removing Background
Light in Structured Light Imaging .
The Company Invention
Patent
PRC ZL202010363898.4 2020.04.30 2040.04.30
21 Low Temperature Testing Method for
Back-illuminated CMOS Image
Sensor ...............
The Company Invention
Patent
PRC ZL202010296316.5 2020.04.15 2040.04.15
22 Reducing Error Value Method for
Image Sensor Sequential Circuit ..
The Company Invention
Patent
PRC ZL202011632309.4 2020.12.31 2040.12.31
23 CMOS Image Sensor and
Manufacturing Method .......
The Company Invention
Patent
PRC ZL202011630824.9 2020.12.30 2040.12.30
24 Image Sensor ............. The Company Invention
Patent
PRC ZL202011619567.9 2020.12.30 2040.12.30
25 New CMOS Image Sensor Pixel
Structure ..............
The Company Invention
Patent
PRC ZL202011608526.X 2020.12.29 2040.12.29
26 Image Sensor ............. The Company,
Gpixel
Hangzhou
Invention
Patent
PRC ZL202110501366.7 2021.05.08 2041.05.08
27 Method and System for Testing
CMOS Image Sensor ........
The Company Invention
Patent
PRC ZL202011642675.8 2020.12.30 2040.12.30
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-8 –


--- page 470 ---
No. Patent Name Patentee Patent Type
Place of
registration Patent Number
Application/
Approval Date Expiry Date
28 Switchable Pixel Structure ...... The Company Invention
Patent
PRC ZL202011616729.3 2020.12.30 2040.12.30
29 High Dynamic Range Image
Compression Method,
Decompression Method and Image
Sensor ...............
The Company,
Gpixel
Hangzhou,
Gpixel
Belgium
Invention
Patent
PRC ZL202210831296.6 2022.07.15 2042.07.15
30 Pixel for Solid-state Imaging Device . The Company,
Gpixel Japan
Invention
Patent
PRC ZL202010477639.4 2020.05.29 2040.05.29
31 Double-slope Double-edge Upward
Counting Analog-to-digital
Conversion Device and Conversion
Method ...............
The Company,
Gpixel
Hangzhou
Invention
Patent
PRC ZL202111512939.2 2021-12-11 2041.12.11
32 Optical Code Positioning Method,
Device and Image Sensor Chip ..
The Company,
Gpixel
Hangzhou
Invention
Patent
PRC ZL202111548837.6 2021-12-17 2041.12.17
33 Double-slope Single Edge Downward
Counting Analog-to-digital
Conversion Device and Conversion
Method ..............
The Company,
Gpixel
Hangzhou
Invention
Patent
PRC ZL202111512938.8 2021-12-11 2041.12.11
34 Double-slope Single Edge Upward
Counting Analog-to-digital
Conversion Device and Conversion
Method ..............
The Company,
Gpixel
Hangzhou
Invention
Patent
PRC ZL202111512944.3 2021-12-11 2041.12.11
35 Double-slope Double Edge Downward
Counting Analog-to-digital
Conversion Device and Conversion
Method ..............
The Company,
Gpixel
Hangzhou
Invention
Patent
PRC ZL202111512930.1 2021-12-11 2041.12.11
36 Light Response Non-uniformity
Correction Method on CMOS
Image Sensor ............
The Company,
Gpixel
Dalian,
Gpixel
Hangzhou
Invention
Patent
PRC ZL202211266509.1 2022-10-17 2042.10.17
37 On-Chip Real-Time FPN Correction
Method ...............
Our Company,
Gpixel
Hangzhou,
Gpixel Dalian
Invention
Patent
PRC ZL202210994711.X 2025.07.25 2045.07.25
38 High-speed Analog-to-digital
Conversion Method for Image
Sensor and Device .........
Gpixel
Hangzhou
Invention
Patent
PRC ZL201510658919.4 2015.10.14 2035.10.14
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-9 –


--- page 471 ---
No. Patent Name Patentee Patent Type
Place of
registration Patent Number
Application/
Approval Date Expiry Date
39 Pixel Array for Linear Array Image
Sensor and Object Surface Defect
Detection Method ..........
Gpixel
Hangzhou
Invention
Patent
PRC ZL201811181670.2 2018.10.11 2038.10.11
40 Pixel Structure with High Sensitivity
and Long Exposure Time ......
Gpixel
Hangzhou
Invention
Patent
PRC ZL201910286920.7 2019.04.11 2039.04.11
41 High-speed Global Shutter Image
Sensor Pixel and Pixel Signal
Acquisition Method .........
Gpixel
Hangzhou
Invention
Patent
PRC ZL202210569751.X 2022.05.24 2042.05.24
42 A Pixel Structure of Linear Array
Image Sensor and the
Corresponding Sensor .......
Gpixel
Hangzhou
Invention
Patent
PRC ZL202510491053.6 2025.07.04 2045.07.04
43 Infrared Detector Splicing Method .. Changguang
Yuanxin
Invention
Patent
PRC ZL201510454233.3 2015.07.29 2035.07.29
44 TOF sensor .............. Gpixel Japan,
Gpixel
Belgium
Invention
Patent
Japan Texu No. 7211685 2021.07.01 2041.07.01
45 Pixels for Fixed Imaging Device ... Gpixel Japan Invention
Patent
Japan Texu No. 7557172 2020.03.06 2040.03.06
46 PIXEL AND GLOBAL SHUTTER
IMAGE SENSOR ..........
Gpixel Belgium Invention
Patent
USA US11,843,011B2 2021.08.03 2041.08.17
47 HIGH DYNAMIC RANGE IMAGE
SENSOR ..............
Gpixel Belgium Invention
Patent
USA US11,943,556B2 2022.12.01 2042.12.01
48 Packaging carrier and design method
for CMOS image sensors, and
method for improving cleanliness ..
Changguang
Yuanxin
Invention
Patent
PRC ZL202211012533.2 2022.08.23 2042.08.23
49 Method for detecting colloids in a
pre-packaging process of a sensor .
Changguang
Yuanxin
Invention
Patent
PRC ZL202211180340.8 2022.09.27 2042.09.27
50 HIGH DYNAMIC RANGE IMAGE
SENSOR ..............
Gpixel Belgium Invention
Patent
European
Union
EP4192003B1 2021.12.02 2041.12.02
51 Back-illuminated CMOS Sensor
Manufacturing Method, Electronic
Impact CMOS Sensor
Manufacturing Method, Pixel for
Back-illuminated CMOS Sensor,
and Electronic Impact CMOS
Sensor ...............
Gpixel Japan Invention
Patent
Japan Texu No. 7624822 2020.11.4 2040.11.4
52 A High-speed TDI Image Sensor
Pixel Unit and Image Sensor ...
the Company
Gpixel
Hangzhou
Invention
Patent
PRC ZL202411766837.7 2024.12.04 2044.12.04
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-10 –


--- page 472 ---
No. Patent Name Patentee Patent Type
Place of
registration Patent Number
Application/
Approval Date Expiry Date
53 Manufacturing Method, Pixel for
Back-illuminated and Electronic
Impact CMOS Sensor .......
Gpixel Japan Invention
Patent
PRC ZL202110169500.8 2021.02.07 2041.02.07
54 PIXEL AND GLOBAL SHUTTER
IMAGE SENSOR ..........
Gpixel Belgium Invention
Patent
European
Union
EP3952289B1 2025.08.02 2040.08.06
55 High-speed Analog-to-digital
Conversion Device and Conversion
Method for Image Sensor .....
Gpixel
Hangzhou
Invention
Patent
PRC ZL202310297659.7 2023.03.23 2043.03.23
56 High Dynamic Range Image Sensor . Gpixel Belgium Invention
Patent
PRC ZL202211536279.6 2022.12.01 2042.12.01
57 High-Sensitivity Matrix Image Sensor The Company Invention
Patent
PRC ZL202110590301.4 2021.05.28 2041.05.28
58 HIGH DYNAMIC RANGE
CAPACITOR TRANSIMPEDANCE
AMPLIFIER ............
The Company Invention
Patent
USA US10700654B2 2018.08.21 2038.08.21
59 Pixel and Global Shutter Image
Sensor ...............
Gpixel Belgium Invention
Patent
Japan Texu No. 7781558 2021.08.05 2041.08.05
60 PHASE DETECTION AUTOFOCUS
PIXEL ...............
Gpixel Belgium Invention
Patent
European
Union
EP4528817 2023.09.19 2043.09.19
61 Pixel and Global Shutter Image
Sensor ...............
Gpixel Belgium Invention
Patent
PRC ZL202110901315.3 2021.08.06 2041.08.06
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-11 –


--- page 473 ---
(c) Registered Integrated Circuit Layout Design
As of the Latest Practicable Date, we were the registered owner of and had the right to use the
following integrated circuit design layout which we consider to be or may be material to our business
and has a term of ten years from the earlier date of (a) the application date, and (b) the initial
commercialization date in any part of the world:
No. Patentee Design Name
Place of
registration Registration Number Application Date
1 Gpixel Hangzhou ....... GIS925 PRC BS.215596056 2021.08.09
2 Gpixel Hangzhou ....... GL4K PRC BS.215596080 2021.08.09
3 Gpixel Hangzhou ....... GMAX3809 PRC BS.215596099 2021.08.09
4 Gpixel Hangzhou ....... GB1905 PRC BS.215595998 2021.08.09
5 Gpixel Hangzhou ....... GSENSE400 PRC BS.215597095 2021.08.10
6 Gpixel Dalian ......... G6060BSI PRC BS.235503991 2023.01.30
7 Gpixel Dalian ......... GL8K PRC BS.235504033 2023.01.30
8 Gpixel Dalian ......... GLUX9701 PRC BS.235504025 2023.01.30
9 Gpixel Dalian ......... GMAX0505 PRC BS.235504017 2023.01.30
10 Gpixel Dalian ......... GSENSE2020BSI PRC BS.235504009 2023.01.30
(d) Copyrights
As of the Latest Practicable Date, we have registered the following copyright that we consider to
be or may be material to our business:
No. Name Registered Owner Registration Number Registration Date
1 Chenchen ............. The Company Guo Zuo Deng Zi
-2024-F-00085504
March 20, 2024
(e) Domain Names
As of the Latest Practicable Date, we have registered the following domain name that we consider
to be or may be material to our business:
No. Domain Name Expiry Date
1 gpixel.com .............................................. 2027-02-27
Save as disclosed above, as of the Latest Practicable Date, there were no other trade or service
marks, patents, intellectual or industrial property rights which were material in relation to our business.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-12 –


--- page 474 ---
C. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL
SHAREHOLDERS
1. Directors and Chief Executive
(i) Disclosure of Interests — Interests and short positions of the Directors, and chief executive of
our Company in the Shares, underlying Shares or debentures of our Company and our
associated corporations
Immediately following completion of the Global Offering (assuming that Over-allotment Option is
not exercised), the interests or short positions of our Directors and chief executive in the Shares,
underlying Shares and debentures of our Company and its associated corporations, within the meaning
of Part XV of the SFO, which will have to be notified to our Company and the Stock Exchange
pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which
he/she is taken or deemed to have under such provisions of the SFO), or which will be required,
pursuant to section 352 of the SFO, to be recorded in the register referred to therein, or which will be
required to be notified to our Company and the Stock Exchange pursuant to the Model Code for
Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, will be as follows:
Interests in Shares and underlying Shares
Name and position Description of Shares (1) Nature of interests
Number of Shares after
the Global Offering
Approximate
percentage of interest
in our Company
immediately after the
Global Offering (2)
Dr. WANG Xinyang
(executive Director) .....
Unlisted Shares (L) Beneficial owner/interest
in controlled
corporation/interest of
spouse
64,143,450 14.74%
H Shares (L) 119,123,550 27.37%
Dr. ZHANG Yanxia
(executive Director) .....
Unlisted Shares (L) Beneficial owner/interest
of spouse
64,143,450 14.74%
H Shares (L) 119,123,550 27.37%
Ms. YANG Yi
(non-executive Director) ..
Unlisted Shares (L) Interest of spouse/interest
in controlled corporation
13,240,150 3.04%
H Shares (L) 24,588,850 5.65%
Notes:
(1) The Letter “L” denotes the person’s long position in our Shares.
(2) The calculation is based on the total number of 435,294,200 Shares in issue immediately after the completion of the Global
Offering (assuming that the Over-allotment Option is not exercised).
Save as disclosed above, none of the Directors or chief executive of our Company has any
interests and short positions in our Shares, underlying Shares or debentures of our Company or any
associated corporation (within the meaning of Part XV of the SFO) which shall be notified to us and
the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short
positions which he/she is taken, or deemed to have under such provisions of SFO) or which will be
required, pursuant to section 352 of the SFO, to be recorded in the register referred to therein, or shall
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-13 –


--- page 475 ---
be or required to be, pursuant to the Model Code for Securities Transactions by Directors of Listed
Issuers contained in the Listing Rules to be notified to us and the Stock Exchange, in each case once
our Shares are listed.
(ii) Particulars of service agreements and appointment letters
Our Company has entered into a service agreement or an appointment letter with each of the
Directors which contains provisions in relation to, among other things, compliance of relevant laws and
regulations, observation of the Articles of Association.
The principal particulars of these service agreements are: (a) each of the agreements is for a term
of three years following his/her respective appointment date; and (b) each of the agreements is subject
to termination in accordance with their respective terms. The service agreements may be renewed in
accordance with our Articles of Association and the applicable rules.
Save as disclosed above, our Company has not entered, and does not propose to enter, into any
service contracts or appointment letters with any of the Directors in their respective capacities as
Directors (other than contracts expiring or determinable by the employer within one year without the
payment of compensation (other than statutory compensation)).
(iii) Directors’ remuneration
Save as disclosed in the section headed “Directors and Senior Management — Remuneration
Policy” of this prospectus and under note 8 to the accountants’ report set out in Appendix I to this
prospectus, no Director received any other fees, salaries, allowances, share-based compensation,
pension schemes contribution and other benefits in kind (if applicable) from our Company in respect of
each of the three years ended December 31, 2023, 2024 and 2025.
Based on the arrangements in force as of the Latest Practicable Date, it is estimated that the total
remuneration payable to the Directors for the year ending December 31, 2026 will be approximately
RMB6.1 million.
During the Track Record Period, no emoluments were paid by the Group to any of the directors,
chief executive of the Company or the five highest paid individuals as an inducement to join or upon
joining the Group or as compensation for loss of office.
There was no arrangement under which a director or chief executive of the Company waived or
agreed to waive any remuneration during the Track Record Period.
Save as disclosed above, during the Track Record Period, no other amounts shall be paid or
payable by us or any of our subsidiaries to the Directors or the five highest remunerated individuals.
Save as disclosed above, no Director is entitled to receive other special benefits from our
Company.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-14 –


--- page 476 ---
2. Substantial Shareholders
(i) Interests in the Shares of our Company
For information on the persons (other than our Directors or chief executive of our Company) who
will, immediately following the completion of the Global Offering (assuming the Over-allotment Option
is not exercised), having or be deemed or taken to have beneficial interests or short position in our
Shares or underlying Shares which would fall to be disclosed to our Company under the Divisions 2
and 3 of Part XV of the SFO, or directly or indirectly be interested in 10% or more of the issued voting
shares of any other member of our Company, see “Substantial Shareholders” of this prospectus.
Save as disclosed in the section headed “Substantial Shareholders” in this prospectus, as of the
Latest Practicable Date, our Directors were not aware of any persons who would, immediately
following the completion of the Global Offering (assuming the Over-allotment Option is not exercised),
having or be deemed or taken to the beneficial interests or short position in our Shares or underlying
Shares which would fall to be disclosed to our Company under the Divisions 2 and 3 of Part XV of the
SFO, or directly or indirectly be interested in 10% or more of the issued voting shares of any member
of our Group or had option in respect of such capital.
(ii) Interests in our Company’s subsidiaries
Immediately following the completion of the Global Offering, assuming (i) the Global Offering
has become unconditional and all Offer Shares have been issued pursuant to the Global Offering; and
(ii) the Over-allotment Option have not been exercised, no person (other than our Company) will be
interested, directly or indirectly, in 10% or more in any share class with the right to, in any event, vote
at the general meeting of any other member (other than our Company) of our Group, save as disclosed
as below:
LI Yanqing (ᅅ) (a director and general manager of Changguang Yuanxin) holds 29.41%
equity interest in Changguang Yuanxin. Changguang Precision, an associate of UP OPTOTECH, our
substantial shareholder, holds 11.76% equity interest in Changguang Yuanxin.
3. Directors’ Competing Interests
None of our Company’s Directors has any interests in any business which competes or is likely to
compete, either directly or indirectly, with our Group’s business.
4. Agency Fees or Commissions Paid or Payable
Save as disclosed in “Underwriting” section in this prospectus, no commissions, discounts,
brokerages or other special terms were granted within the two years preceding the date of this
prospectus in connection with the issue or sale of any capital or security of any member of our Group.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-15 –


--- page 477 ---
5. Disclaimers
In this prospectus:
(i) none of our Directors, chief executive of the Company or any of the parties listed in “— E.
Other Information — 7. Qualification of Experts” is:
(a) interested in our promotion, or in any assets which, within the two years immediately
preceding the date of this prospectus, have been acquired or disposed of by or leased to
us, or are proposed to be acquired or disposed of by or leased to our Company; or
(b) materially interested in any contract or arrangement subsisting at the date of this
prospectus which is significant in relation to our business;
(ii) save in connection with the Hong Kong Underwriting Agreement and the International
Underwriting Agreement, none of the parties listed in “— E. Other Information — 7.
Qualification of Experts”:
(a) is interested legally or beneficially in any shares in any member of our Group; or
(b) has any right (whether legally enforceable or not) to subscribe for or to nominate
persons to subscribe for any securities in any member of our Group;
(iii) none of our Directors or their close associates or any shareholders of our Company who to
the knowledge of our Directors owns more than 5% of our issued share capital has any
interest in our top five customers or suppliers of each year/period during the Track Record
Period, except that Dr. Zhang holds less than 1% shareholding interest in Customer G, which
was one of our top five customers for the year ended December 31, 2024; and
(iv) save for the interests in the Shares which are disclosed in the sections headed “Substantial
Shareholders” and “Statutory and General Information” in this prospectus, none of our
Directors is a director or employee of a company that has an interest in the share capital of
our Company which, once the H Shares are listed on the Stock Exchange, would have to be
disclosed pursuant to Divisions 2 and 3 of Part XV of the SFO.
D. PRE-IPO SHARE OPTION SCHEME
Our Company adopted a Pre-IPO Share Option Scheme on June 20, 2023 which was further
amended and approved on June 5, 2025 (the “ Pre-IPO Share Option Scheme ”). The following is a
summary of the principal terms of the Pre-IPO Share Option Scheme:
1. Objectives
The Pre-IPO Share Option Scheme is to establish and improve the Company’s long-term incentive
mechanism, attract and retain outstanding talents, fully motivate the management and employees, and
effectively align the interests of shareholders, the Company, and individuals at the management and
staff levels, ensuring all parties jointly focus on the long-term development of the Company.
2. Administrations
The Pre-IPO Share Option Scheme’s approval, alteration and termination are subject to
Shareholders meetings. Our Board is authorized for the implementation of the Pre-IPO Share Option
Schemes.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-16 –


--- page 478 ---
3. Eligibility
The eligible participants of the Pre-IPO Share Option Scheme are the directors, senior
management, core technical personnel, core business personnel of the Group, and other employees
whom the Company deems necessary to incentivize due to their direct impact on the Company’s
operational performance and future development, excluding independent directors. Foreign employees
serving as the Company’s directors, senior management, core technical personnel, or core business
personnel may also qualify as eligible participants.
All eligible participants under the Pre-IPO Share Option Scheme must be employed by the
Company or its subsidiaries and have executed an employment contract with the Company or its
subsidiaries.
4. Grantees
As of the Latest Practicable Date, there were total 25 grantees under the Pre-IPO Share Option
Scheme. None of the grantees is director, senior management member, or connected person of the
Company, save for three grantees as disclosed on “— D. PRE-IPO SHARE OPTION SCHEME — 13.
Outstanding Share Options Granted under the Pre-IPO Share Option Schemes” below in this section.
5. Maximum Number of Shares
As of the Latest Practicable Date, the Pre-IPO Share Option Scheme grants a total of 6,162,000
share options to the eligible participants.
Subject to the satisfaction of the exercise conditions, each share option granted to the incentive
targets has the right to purchase one share of the Company’s common stock at the exercise price on the
exercise date.
There are no reserved entitlements under this Pre-IPO Share Option Scheme and the share options
are granted in one lump sum.
6. Class of Shares
The underlying Shares under the Pre-IPO Share Option Scheme are the H shares to be issued to
the specified participants by the Company. The Company will not grant any share option under the
Pre-IPO Share Option Scheme after Listing.
7. Date of grant
The date of grant of all the options under the Pre-IPO Share Option Scheme is June 20, 2023 (the
“Grant Date ”). No consideration is required to be paid by the relevant grantee to accept the grant of
share options.
8. Validity
The Pre-IPO Share Option Scheme shall be valid and effective for the period of five years from
June 20, 2023.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-17 –


--- page 479 ---
9. Vesting Period
The vesting period is the period between the Grant Date and the date when the options become
exercisable (the “ Vesting Period ”). The end of the Vesting Period under this Pre-IPO Share Option Plan
is the later of the following two dates: (1) the day before the first trading day after 20 months from the
Grant Date, and (2) the Listing Date.
10. Exercise Schedules
Subject to the satisfaction of the exercise conditions, the participants may exercise the options by
instalments after the Vesting Period. The specific exercise arrangement is as follows:
Exercise period Exercise time
Proportion of the exercisable
number under the Pre-IPO Share
Option Scheme the number of
share options granted to the
participants
The first exercise period .. From the first exercise date after the expiry of the Vesting
Period until the last trading day within 22 months after the
expiry of the Vesting Period
50%
The second exercise
period ............
From the first trading day after the expiry of the first exercise
period until the last trading day of the 29-month period after
the expiry of Vesting Period
50%
11. Exercise Price
The exercise price of the share options granted to the participants under this Pre-IPO Share Option
Scheme is RMB10.00 per Share. For the avoidance of doubt, the exercise price is fixed and will not be
changed due to changes in the market value of the Company.
12. Restrictions
The lock-up period means the period of time during which the sale of shares acquired by the
participants after exercise of the option is restricted. The lock-up provisions of this Pre-IPO Share
Option Scheme are implemented according to the PRC Company Law, securities law, Listing Rules, and
other relevant laws and regulations, regulatory documents and the securities regulatory rules applicable
to the Company, including but not limited to:
1) The lock-up period is one year period from the date of the Company’s Listing.
2) If the participants planning to sell Shares of the Company shall, 20 trading days prior to the
initial sale, file the plan for the reduction of Shares with the board of Directors or the board
secretary of the Company.
3) The annual percentage of Shares transferred shall not exceed 10% of the total stock options
exercised.
4) If the participants makes other lock-up commitments on the Company’s Shares, the transfer
shall also comply with such commitments. participants shall comply with the above 1), 2)
and 3) even if participants resigns his/her positions from the Group.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-18 –


--- page 480 ---
13. Outstanding Share Options Granted under the Pre-IPO Share Option Scheme
As of the Latest Practicable Date, the number of underlying Shares pursuant to the outstanding
share options granted under the Pre-IPO Share Option Scheme amounted to 6,162,000 Shares,
representing approximately 1.42% of the issued Shares immediately following the completion of the
Global Offering assuming that the Over-allotment Option is not exercised.
A total number of 5,600,000 share options had been granted to our connected persons under the
Pre-IPO Share Option Scheme.
The table below shows the details of share options granted to connected persons under the
Pre-IPO Share Option Scheme:
Name Relationship Address Date of grant Expiry Date
No. of
underlying
Shares pursuant
to options
granted Exercise price
Approximate
percentage of
enlarged issued
share capital of
our Company
immediately after
completion of the
Global Offering
Wim Wuyts .... Majority shareholder of the
corporate director of Gpixel
Belgium and sales
management of Gpixel
Belgium
Lage Kaart 600, 2930
Brasschaat, Belgium
June 20, 2023 June 20, 2028 1,540,000 RMB10.00 0.35%
Jan Bogaerts ... Sole shareholder of the
corporate director of Gpixel
Belgium and R&D
management of Gpixel
Belgium
Molenvelden 12, 2860
Sint-Katelijne-Waver,
Belgium
June 20, 2023 June 20, 2028 2,275,000 RMB10.00 0.52%
Tim Baeyens ... Sole shareholder of the
corporate director of Gpixel
Belgium and management of
Gpixel Belgium
Terlinckstraat 39, 2600
Berchem, Belgium
June 20, 2023 June 20, 2028 1,785,000 RMB10.00 0.41%
Save as disclosed above, no share options had been granted to our Directors, members of senior
management or any connected persons under the Pre-IPO Share Option Scheme.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-19 –


--- page 481 ---
Save as the three grantees disclosed above, the remaining 22 grantees who are not members of our
Directors, members of our senior management or connected persons of our Company have been granted
options to subscribe for 562,000 shares under the Pre-IPO Share Option Scheme. Please refer to below
table for details.
Name Relationship Address Date of grant Expiry Date
No. of
underlying
Shares pursuant
to options
granted Exercise price
Approximate
percentage of
enlarged issued
share capital of
our Company
immediately after
completion of the
Global Offering
1 Bonnifait Mikaël .... Sensor design team
employee of Gpixel
Belgium
Marie-Elisabeth
Belpairestraat 12, 3010
Kessel-Lo, Belgium
June 20, 2023 June 20, 2028 52,000 RMB10.00 0.012%
2 Sieu Fon CHOI .... Administration employee
of Gpixel Belgium
Eksterlaan 6\0001, 2930
Brasschaat, Belgium
June 20, 2023 June 20, 2028 28,000 RMB10.00 0.006%
3 Wesley Cotteleer .... Sensor design team
employee of Gpixel
Belgium
Terheidelaan 11, 2960
Brecht, Belgium
June 20, 2023 June 20, 2028 26,000 RMB10.00 0.006%
4 Pieterjan Daelemans .. Sensor design team
employee of Gpixel
Belgium
Vierbunder 7, 2160
Wommelgem, Belgium
June 20, 2023 June 20, 2028 42,000 RMB10.00 0.010%
5 Dobbelaere Thomas
Freddy E ......
Sensor design team
employee of Gpixel
Belgium
De Pintelaan 129, 9000
Gent, Belgium
June 20, 2023 June 20, 2028 42,000 RMB10.00 0.010%
6 Joris De Bondt ..... Sensor design team
employee of Gpixel
Belgium
Carmosteynstraat 1A, 2811
Hombeek, Belgium
June 20, 2023 June 20, 2028 42,000 RMB10.00 0.010%
7 Mathias Helsen .... Sensor design team
employee of Gpixel
Belgium
Hendrik Kuijpersstraat 44,
2640 Mortsel, Belgium
June 20, 2023 June 20, 2028 21,000 RMB10.00 0.005%
8 Frederik Huys ..... Field application employee
of Gpixel Belgium
Pioenstraat 20, 2310
Rijkevorsel, Belgium
June 20, 2023 June 20, 2028 32,000 RMB10.00 0.007%
9 Evelyne Markey .... Sensor design team
employee of Gpixel
Belgium
Jaak Embrechtsstraat 32,
2100 Deurne, Belgium
June 20, 2023 June 20, 2028 32,000 RMB10.00 0.007%
10 Cristiana Micaela
Nobrega Arreiol ...
Product research employee
of Gpixel Belgium
Lange Ravestraat 79, 1982
Elewijt, Belgium
June 20, 2023 June 20, 2028 11,000 RMB10.00 0.003%
11 Maxim Vandeplas ... Sales department
employee of Gpixel
Belgium
Lange van Ruusbroecstraat
61/201, 2018 Antwerp,
Belgium
June 20, 2023 June 20, 2028 21,000 RMB10.00 0.005%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-20 –


--- page 482 ---
Name Relationship Address Date of grant Expiry Date
No. of
underlying
Shares pursuant
to options
granted Exercise price
Approximate
percentage of
enlarged issued
share capital of
our Company
immediately after
completion of the
Global Offering
12 Yuen Su-King ..... Finance department
employee of Gpixel
Belgium
Guido Gezellelaan 81,
B2870 Puurs, Belgium
June 20, 2023 June 20, 2028 32,000 RMB10.00 0.007%
13 Victor Förster ..... Sensor design team
employee of Gpixel
Belgium
Kaphaanlei 121, 2640
Mortsel, Belgium
June 20, 2023 June 20, 2028 11,000 RMB10.00 0.003%
14 Dries Wilbert F.
Liebens .......
Sensor design team
employee of Gpixel
Belgium
Nachtegaalstraat 14A,
9190 Stekene, Belgium
June 20, 2023 June 20, 2028 21,000 RMB10.00 0.005%
15 NICOLAS CALLENS .. Sensor design team
employee of Gpixel
Belgium
Kuringenstraat 48, 3511
Kuringen, Belgium
June 20, 2023 June 20, 2028 12,000 RMB10.00 0.003%
16 Xavier Salmon ..... Product research team
employee of Gpixel
Belgium
Grees 59, 2490 Balen,
Belgium
June 20, 2023 June 20, 2028 32,000 RMB10.00 0.007%
17 Martin Villemur .... Sensor design team
employee of Gpixel
Belgium
Meir 36, 4B, 2000
Antwerp, Belgium
June 20, 2023 June 20, 2028 11,000 RMB10.00 0.003%
18 Jeroen Rotte ...... Sensor design team
employee of Gpixel
Belgium
Bavelselaan 85, 4835GR
Breda, Netherlands
June 20, 2023 June 20, 2028 11,000 RMB10.00 0.003%
19 Van Sieleghem Edward
Carl H .......
Pixel & Advanced
employee of Gpixel
Belgium
Spinnewielstraat 9, 9160
Lokeren, Belgium
June 20, 2023 June 20, 2028 11,000 RMB10.00 0.003%
20 Gabriël Cornelis Jooste . Sensor design team
employee of Gpixel
Belgium
Kasteelstraat 93H, 2220
Heist-op-den-berg,
Belgium
June 20, 2023 June 20, 2028 11,000 RMB10.00 0.003%
21 Ameys Marc ...... Sensor design team
employee of Gpixel
Belgium
Reutenbeek 78, 3090
Overijse, Belgium
June 20, 2023 June 20, 2028 11,000 RMB10.00 0.003%
22 Wolfs Bram ...... Sensor design team
employee and an
individual shareholder
of Gpixel Belgium
De Kluis 58, 3221
Nieuwrode, Belgium
June 20, 2023 June 20, 2028 50,000 RMB10.00 0.011%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-21 –


--- page 483 ---
As of the Latest Practicable Date, all the options available for granting under the Pre-IPO Share
Option Scheme have been fully granted and no further options could be granted pursuant to the Pre-IPO
Share Option Scheme.
Assuming full exercise of the outstanding share options under the Pre-IPO Share Option Scheme,
the shareholding of our Shareholders and earnings per Share immediately following the Global Offering
will be diluted by approximately 1.40%, calculated based on 441,456,200 Shares in issue immediately
after the completion of the Global Offering (assuming the Over-allotment Option is not exercised).
An application has been made to the Stock Exchange for the listing of and permission to deal in
the H Shares which may be allotted and issued upon the exercise of the outstanding options pursuant to
the Pre-IPO Share Option Scheme.
E. OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to fall on our
Company or any of our subsidiaries under the PRC law.
2. Litigation
During the Track Record Period and as of the Latest Practicable Date, we were not the defendant
of any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of
material importance was known to our Directors to be pending or threatened by or against us, that
would have a material adverse effect on our business, results of operations or financial conditions.
3. 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 converted from
Unlisted Shares and the H Shares to be issued pursuant to the Global Offering (including the additional
H Shares which may be issued pursuant to the exercise of the Over-allotment Option). All necessary
arrangements have been made to enable our H Shares to be admitted into CCASS.
The Joint Sponsors will each be paid by our Company a fee of US$250,000 to act as the Joint
Sponsor to our Company in connection with the Listing.
Each of the Joint Sponsors satisfies the independence criteria set out in Rule 3A.07 of the Listing
Rules.
4. Compliance Advisor
Our Company has appointed Guotai Junan Capital Limited as our compliance advisor in
compliance with Rule 3A.19 of the Listing Rules.
5. Preliminary Expenses
We have not incurred any material preliminary expenses in relation to the incorporation of our
Company.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-22 –


--- page 484 ---
6. Taxation of holder of H Shares
The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty if such sale,
purchase and transfer are affected on the H Share register of members of our Company, including in
circumstances where such transactions are effected on the Stock Exchange. The current rate of Hong
Kong stamp duty for such sale, purchase and transfer is 0.10% of the consideration or, if higher, the
fair value of the H Shares being sold or transferred. For further information in relation to taxation, see
“Taxation and Foreign Exchange” in Appendix III to this prospectus.
7. Qualification of Experts
The following are the qualifications of the experts (as defined under the Listing Rules and the
Companies (Winding Up and Miscellaneous Provisions) Ordinance) who have given opinions or advice
which are contained in this prospectus:
Name Qualification
CITIC Securities (Hong Kong)
Limited .................
Licensed to conduct type 4 (advising on securities) and type 6
(advising on corporate finance) regulated activities under the SFO
Guotai Junan Capital Limited .. Licensed to conduct type 6 (advising on corporate finance)
regulated activity under the SFO
Jia Yuan Law Offices ........ Legal advisor as to PRC law
Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co. ......
Independent industry consultant
Ernst & Young ............. Certified Public Accountants under Professional Accountant
Ordinance (Chapter 50 of the Laws of Hong Kong) and
Registered Public Interest Entity Auditor under Accounting and
Financial Reporting Council Ordinance (Chapter 588 of the Laws
of Hong Kong)
Ernst & Young (China) Advisory
Limited ................
Independent Tax Consultant
King & Wood ............. Legal advisor as to International Sanctions Laws
Oh-Ebashi LPC & Partners .... Legal advisor as to Japanese law
ALTIUS BV .............. Legal advisor as to Belgian law
As of the Latest Practicable Date, none of the experts named above had any shareholding interest
in our Company or any of our subsidiaries or the right (whether legally enforceable or not) to subscribe
for or to nominate persons to subscribe for securities in any member of our Group.
8. Consent of Experts
Each of the experts whose names are set out in paragraph 7 above has given and has not
withdrawn its consent to the issue of this prospectus with the inclusion of its report and/or letter and/or
opinion (as the case may be) and references to its name included herein in the form and context in
which it respectively appears.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-23 –


--- page 485 ---
9. Promoters
The promoters of our Company are Dr. Wang, UP OPTOTECH, Zhuhai Yunchen, Luster, Zhuhai
Xuchen, Dr. Ma, Dr. Zhang, Zhuhai Qixin, Gaoling Yurun, Xianjin Zhizao, Guoce Xiangchi, Xiamen
Yuanfeng, Huashun Guangzhou, LIU Yang, LI Yang, Shenzhen Jiusi, Juyuan Xincheng, QIN Hao, Wuhu
Tuochen, Suzhou Fangguang, Yibin Chendao, Shengyu Huatian, Zhongke Chuangxing, Changzhou
Fangguang, Pingyang Yuanxin, Zhongke Xiandao, Donghu Guolong, Ningbo Yuxi, Zhongke Ketou,
Thriving Capital and Jilin Yuanheng.
Within the two years preceding the date of this prospectus, no cash, securities or other benefit has
been paid, allotted or given nor are any proposed to be paid, allotted or given to any promoters in
connection with the Global Offering and the related transactions described in this prospectus.
10. Bilingual Prospectus
The English language and Chinese language versions of this prospectus are being published
separately in reliance on the exemption provided in Section 4 of the Companies (Exemption of
Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of
Hong Kong).
11. Binding Effect
This prospectus shall have the effect, if an application is made in pursuance of this prospectus, of
rendering all persons concerned bound by all of the provisions (other than the penal provisions) of
Sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance in so
far as applicable.
12. No Material Adverse Change
Our Directors confirm that there has been no material adverse change in the financial or trading
position or prospects of our Group since December 31, 2024 (being the date to which the latest audited
consolidated financial statements of our Group were prepared).
13. Related Party Transactions
Our Group entered into the related party transactions within the two years immediately preceding
the date of this prospectus as mentioned in note 35 of the Accountants’ Report set out in Appendix I to
this prospectus.
14. Miscellaneous
(a) Within the two years immediately preceding the date of this prospectus:
(i) no share or loan capital or debenture of our Company or any of our subsidiaries has
been issued or agreed to be issued or is proposed to be issued for cash or as fully or
partly paid other than in cash or otherwise;
(ii) no share or loan capital of our Company or any of our subsidiaries is under option or is
agreed conditionally or unconditionally to be put under option; and
(iii) no commissions, discounts, brokerages or other special terms have been granted or
agreed to be granted in connection with the issue or sale of any share or loan capital of
our Company or any of our subsidiaries.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-24 –


--- page 486 ---
(b) In this prospectus:
(i) there are no founder, management or deferred shares nor any debentures in our
Company or any of our subsidiaries;
(ii) there is no arrangement under which future dividends are waived or agreed to be
waived;
(iii) there are no contracts for hire or hire purchase of plan to or by us for a period of over
one year which are substantial in relation to our business;
(iv) no commissions, discounts, brokerages or other special terms have been granted in
connection with the issue or sale of any share or loan capital of our Company or any of
its subsidiaries by our Company for subscribing or agreeing to subscribe, or procuring
or agreeing to procure subscriptions, for any shares in or debentures of our Company
or any of our subsidiaries; and
(v) there are no outstanding debentures or convertible debt securities of our Company or
any of our subsidiaries.
(c) none of our Directors or experts (as named in this prospectus), have any interest, direct or
indirect, in any assets which have been, within the two years immediately preceding the date
of this prospectus, acquired or disposed of by or leased to, any member of our Group, or are
proposed to be acquired or disposed of by or leased to any member of our Group.
(d) there has not been any interruption in the business of our Group which may have or has had
a significant effect on the financial position of our Group in the 12 months preceding the
date of this prospectus.
(e) none of our equity and debt securities is presently listed on any stock exchange or traded on
any trading system and no such listing or permission to list is being or is proposed to be
sought.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-25 –


--- page 487 ---
DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to the copy of this prospectus and delivered to the Registrar of
Companies in Hong Kong for registration were, among other documents:
(a) the written consents referred to in “Appendix VI — Statutory and General Information — E.
Other Information — 8. Consent of Experts”; and
(b) a copy of each of the material contracts referred to in “Appendix VI — Statutory and
General Information — B. Further Information about Our Business — 1. Summary of
Material Contracts”.
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be published on the Stock Exchange’s website at
www.hkexnews.hk
and our Company’s website at www.gpixel.com during a period of 14 days from the
date of this prospectus:
(a) the Articles of Association;
(b) the Accountants’ Report prepared by Ernst & Young, the text of which is set out in Appendix
I to this prospectus;
(c) the audited consolidated financial statements of our Company for the three years ended
December 31, 2023, 2024 and 2025;
(d) the report on unaudited pro forma financial information of our Group prepared by Ernst &
Young, the text of which is set out in Appendix II to this prospectus;
(e) the legal opinions issued by Jia Yuan Law Offices, our PRC Legal Advisor, in respect of the
general matters of our Group;
(f) the legal opinions issued by Oh-Ebashi LPC & Partners, our Japanese legal advisor, in
respect of the general matters of Gpixel Japan;
(g) the legal opinions issued by ALTIUS BV , our Belgian legal advisor, in respect of the general
matters of Gpixel Belgium;
(h) the industry report prepared by Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., the
summary of which is set forth in “Industry Overview” in this prospectus;
(i) the legal memorandum issued by King & Wood, our legal advisor as to International
Sanctions Laws, in respect of international sanctions compliance;
(j) the transfer pricing report prepared by Ernst & Young (China) Advisory Limited, our
independent tax consultant;
(k) the terms of the Pre-IPO Share Option Scheme;
(l) a copy of each of the PRC Company Law, the PRC Securities Law, the Trial Administrative
Measures for Overseas Securities Offering and Listing by Domestic Companies ( ྤʫΆุ
), together with their unofficial English translations;
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE ON DISPLAY
– VII-1 –


--- page 488 ---
(m) the material contracts referred to in “Appendix VI — Statutory and General Information —
B. Further Information about Our Business — 1. Summary of Material Contracts”;
(n) the written consents referred to in “Appendix VI — Statutory and General Information — E.
Other Information — 8. Consent of Experts”; and
(o) the service contracts referred to in “Appendix VI — Statutory and General Information — C.
Further Information about Our Directors and Substantial Shareholders — 1. Directors and
Chief Executive — (ii) Particulars of service agreements and appointment letters”.
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE ON DISPLAY
– VII-2 –


--- page 489 ---
長春長光辰芯微電子股份有限公司
Gpixel Changchun Microelectronics Inc.
長春長光辰芯微電子股份有限公司
Gpixel Changchun Microelectronics Inc.
(a joint stock company incorporated in the People’s Republic of China with limited liability)
Stock Code : 3277
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
C
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ai177548711639_Project Glory Cover V06F_23.4mm_ENG.pdf   1   6/4/2026   下午10:51
