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GLOBAL OFFERING
Stock Code : 3750
(A joint stock company incorporated in the People’s Republic of China with limited liability)
寧德時代新能源科技股份有限公司
Contemporary Amperex Technology Co., Limited
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
(In alphabetical order)
(In alphabetical order)
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
BofA Securities CICC China Securities International J.P. Morgan
Morgan StanleyGoldman Sachs UBS
Guotai Junan InternationalBNP Paribas
(In alphabetical order)
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.
Contemporary Amperex Technology Co., Limited
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
: 117,894,500 H Shares (subject to the
Offer Size Adjustment Option and the
Over-allotment Option)
Number of Hong Kong Offer Shares : 8,842,100 H Shares (subject to
reallocation and the Offer Size
Adjustment Option)
Number of International Offer Shares : 109,052,400 H Shares (subject to
reallocation, the Offer Size Adjustment
Option and the Over-allotment
Option)
Maximum Offer Price : HK$263.00 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)
Nominal Value : RMB1.00 per H Share
Stock Code : 3750
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
(in alphabetical order)
BofA Securities CICC China Securities International J.P. Morgan
Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
(in alphabetical order)
Goldman Sachs Morgan Stanley UBS
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
(in alphabetical order)
BNP Paribas Guotai Junan International
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility
for the contents of this prospectus, make no representation as to its accuracy or completeness, and expressly disclaim any liability whatsoever for a ny 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 “Appendix VII — Documents Delivered to the Registrar of Companies and Av ailable
on Display” to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up a nd
Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Com panies
in Hong Kong take no responsibility as to the contents of this prospectus or any other document referred to above.
The Offer Price may be fixed by agreement between the Company and the Overall Coordinators (for themselves and on behalf of the Underwriters) at any tim e between
Tuesday, May 13, 2025 and Friday, May 16, 2025 and in any event no later than 12:00 noon on Friday, May 16, 2025. If, for any reason, the Offer Price is not ag reed
by 12:00 noon on Friday, May 16, 2025 (Hong Kong time) between the Overall Coordinators (for themselves and on behalf of the Underwriters) and us, the Gl obal
Offering will not proceed and will lapse. The Offer Price will be no more than HK$263.00 per Offer Share unless otherwise announced.
The Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters, and with our consent) may, where considered appropriate and wit h our
consent, reduce the number of the Hong Kong Offer Shares stated in this prospectus at any time prior to the morning of the last day for lodging applicatio ns under
the Hong Kong Public Offering. In such a case, notices of the reduction in the number of the Hong Kong Offer Shares will be published on the websites of the Stock
Exchange at www.hkexnews.hk and our Company at www.catl.com as soon as practicable following the decision to make such reduction, and in any event not later
than the morning of the day for lodging applications under the Hong Kong Public Offering. For details, see “Structure of the Global Offering” and “How t o Apply
for the Hong Kong Offer Shares.”
Prior to making an investment decision, prospective investors should carefully consider all of the information set out in this prospectus, includin g but not limited
to the risk factors set out in the section headed “Risk Factors” in this prospectus.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the
subscription for, the Hong Kong Offer Shares, 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. For details, see “Underwriting — Underwriting Arrangements — Hong Kong
Public Offering — Grounds for Termination.”
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offe red, sold,
pledged or transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Sec urities Act. The
Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
IMPORTANT
May 12, 2025


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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.catl.com. If you require a printed
copy of this Prospectus, you may download and print from the website addresses
above.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online through the White Form eIPO service at www.eipo.com.hk ;o r
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian
who is a HKSCC Participant to give electronic application instructions via
HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your
behalf.
We will not provide any physical channels to accept any application for the Hong
Kong Offer Shares by the public. The contents of the electronic version of this
Prospectus are identical to the printed Prospectus as registered with the Registrar of
Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
If you are an intermediary , broker or agent , please remind your customers, clients
or principals, as applicable, that this Prospectus is available online at the website
addresses above.
Please refer to the section headed “How to Apply for the Hong Kong Offer Shares”
for further details of the procedures through which you can apply for the Hong Kong
Offer Shares electronically.
IMPORTANT
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Your application through the White Form eIPO service or the HKSCC EIPO
channel must be for a minimum of 100 Hong Kong Offer Shares and in one of the
numbers set out in the table below.
If you are applying through the White Form eIPO service, you may refer to the
table below for the amount payable for the number of Hong Kong Offer Shares you have
selected. You must pay the respective amount payable on application in full upon
application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, your broker or custodian
may require you to pre-fund your application in such amount as determined by the broker
or custodian, based on the applicable laws and regulations in Hong Kong. You are
responsible for complying with any such pre-funding requirement imposed by your
broker or custodian with respect to the Hong Kong Offer Shares you applied for.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 26,565.24 3,000 796,957.06 50,000 13,282,617.76 700,000 185,956,648.50
200 53,130.47 4,000 1,062,609.42 60,000 15,939,141.30 800,000 212,521,884.00
300 79,695.71 5,000 1,328,261.78 70,000 18,595,664.86 900,000 239,087,119.50
400 106,260.94 6,000 1,593,914.14 80,000 21,252,188.40 1,000,000 265,652,355.00
500 132,826.18 7,000 1,859,566.49 90,000 23,908,711.96 1,500,000 398,478,532.50
600 159,391.42 8,000 2,125,218.85 100,000 26,565,235.50 2,000,000 531,304,710.00
700 185,956.65 9,000 2,390,871.20 200,000 53,130,471.00 2,500,000 664,130,887.50
800 212,521.89 10,000 2,656,523.56 300,000 79,695,706.50 3,000,000 796,957,065.00
900 239,087.12 20,000 5,313,047.10 400,000 106,260,942.00 3,500,000 929,783,242.50
1,000 265,652.35 30,000 7,969,570.66 500,000 132,826,177.50 4,000,000 1,062,609,420.00
2,000 531,304.71 40,000 10,626,094.20 600,000 159,391,413.00 4,421,000
(1) 1,174,449,061.45
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Hong Kong 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 White Form eIPO Service Provider
(for applications made through the application channel of the White Form eIPO Service Provider)
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 to be published on the website of the Hong Kong Stock Exchange at
www.hkexnews.hk and our website at www.catl.com .
Hong Kong Public Offering commences ............................. .9:00 a.m. on
Monday, May 12, 2025
Latest time to complete applications under the
White Form eIPO service through the
designated website at www.eipo.com.hk (2) ......................... 1 1:30 a.m. on
Thursday, May 15, 2025
Application lists open (3) ......................................... 1 1:45 a.m. on
Thursday, May 15, 2025
Latest time (a) to complete payment of White Form eIPO
applications by effecting internet banking transfer(s)
or PPS payment transfer(s) and (b) give electronic
application instructions to HKSCC
(4) ........................... .12:00 noon on
Thursday, May 15, 2025
If you are instructing your broker or custodian who is a HKSCC Participant to submit
electronic application instructions on your behalf through HKSCC’s FINI system in
accordance with your instruction, you are advised to contact your broker or custodian for the
earliest and latest time for giving such instructions, as this may vary by broker or custodian.
Application lists close
(3) ........................................ .12:00 noon on
Thursday, May 15, 2025
Expected Price Determination Period (5) ................. .from Tuesday, May 13, 2025
to Friday, May 16, 2025
Announcement of:
the final Offer Price;
the level of applications of the Hong Kong Public Offering;
the level of indications of interest in the International Offering; and
the basis of allocation of the Hong Kong Offer Shares to be
published on the website of the Hong Kong Stock Exchange
at www.hkexnews.hk and our website at www.catl.com
(6) ...... a to r before 11:00 p.m.
on Monday, May 19, 2025
EXPECTED TIMETABLE
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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 as described in the section headed
“How to Apply for the Hong Kong Offer Shares —
Publication of Results,” including:
on the website of the Stock Exchange at www.hkexnews.hk
and our website at www.catl.com (6) respectively ........... a to r before 11:00 p.m. on
Monday, May 19, 2025
on the designated results of allocation website
at www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment )
with a “search by ID” function ...................... .from 11:00 p.m. on Monday,
May 19, 2025 to 12:00 midnight
on Sunday, May 25, 2025
from the allocation results telephone enquiry line
by at +852 2862 8555 between 9:00 a.m. and 6:00 p.m. .............. from Tuesday,
May 20, 2025 to Friday,
May 23, 2025
Despatch of H Share certificates in respect of wholly
or partially successful applications, or deposit of
H Share certificate into CCASS, on or before
(7) ............. .Monday, May 19, 2025
Despatch of White Form e-Refund payment (8) instructions
and refund cheques in respect of wholly or partially
successful applications or wholly or partially unsuccessful
applications pursuant to the Hong Kong Public Offering
on or before ......................................... T uesday, May 20, 2025
Dealings in our H Shares on the Hong Kong Stock
Exchange expected to commence at ....................... .9:00 a.m. on Tuesday,
May 20, 2025
Notes:
(1) All dates and times refer to Hong Kong local time and dates unless otherwise stated.
(2) You will not be permitted to submit your application through the designated website at www.eipo.com.hk after
11:30 a.m. on the last day for making applications. If you have already submitted your application and obtained
an application reference number from the designated website before 11:30 a.m., you will be permitted to
continue the application process (by completing payment of application monies) until 12:00 noon on the last
day for making applications, when the application lists close.
EXPECTED TIMETABLE
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(3) If there is a “black” rainstorm warning, 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 Thursday, May 15, 2025
the application lists will not open on that day. For details, see “How to Apply for the Hong Kong Offer Shares
— Severe Weather Arrangements.”
(4) If you instruct your broker or custodian who is a HKSCC Participant to give electronic application
instructions via FINI to apply for the Hong Kong Offer Shares on your behalf, you should contact your broker
or custodian for the latest time for giving such instructions which may be different from the latest time as
stated above.
(5) The Offer Price may be fixed by agreement between the Company and the Overall Coordinators (for
themselves and on behalf of the Underwriters) at any time between Tuesday, May 13, 2025 and Friday, May
16, 2025 (both days inclusive) and in any event no later than 12:00 noon on Friday, May 16, 2025 (“ Latest
Time for Price Determination ”). In the event that that the International Offering is fully covered, the Offer
Price may be fixed at any time earlier than the Latest Time for Price Determination, and the allocation of the
International Offer Shares under the International Offering will be determined shortly thereafter and the
“book-building” process in respect of the allocation of Offer Shares under the International Offering will cease
earlier. In such event, the Company will publish an announcement on the determination of the Offer Price as
soon as practicable after such determination. Please refer to the section headed “Structure of the Global
Offering — The International Offering — Pricing” for further details. If, for any reason, our Company and the
Overall Coordinators (for themselves and on behalf of the Underwriters) are unable to reach agreement on the
Offer Price on or before 12:00 noon on Friday, May 16, 2025, the Global Offering will not proceed and will
lapse.
(6) None of the websites or any of the information contained on the websites forms part of this prospectus.
(7) The H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date, which is
expected to be on or around Tuesday, May 20, 2025 provided that the Global Offering has become
unconditional in all respects. Investors who trade our H Shares on the basis of publicly available allocation
details before the receipt of H Share certificates or before the H Share certificates become valid evidence of
title do so entirely at their own risk.
(8) White Form e-Refund payment instructions/refund checks will be issued in respect of wholly or partially
unsuccessful applications pursuant to the Hong Kong Public Offering and also in respect of wholly or partially
successful applications in the event that the final Offer Price is less than the price payable per Offer Share on
application.
Applicants being individuals who are eligible for personal collection may not authorize any other person to
collect on their behalf. If you are a corporate applicant which is eligible for personal collection, your
authorized representative must bear a letter of authorization from your corporation stamped with your
corporation’s chop. Both individuals and authorized representatives must produce evidence of identity
acceptable to our H Share Registrar at the time of collection.
Any uncollected H Share certificates and/or refund checks will be dispatched by ordinary post, at the
applicants’ risk, to the addresses specified in the relevant applications.
Applicants who have applied through White Form eIPO service and paid their applications monies through
single bank accounts may have refund monies (if any) dispatched to the bank account in the form of White
Form e-Refund payment instructions. Applicants who have applied through White Form eIPO service and
paid their application monies through multiple bank accounts may have refund monies (if any) despatched to
the address as specified in their application instructions in the form of refund cheque(s) in favor of the
applicant (or, in the case of joint applications, the first-named applicant) by ordinary post at their own risk.
For applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel, H Share
certificate(s) will be issued in the name of HKSCC Nominees, deposited into CCASS and credited to their
designated HKSCC Participant’s stock account.
For applicants who have applied through HKSCC EIPO channel, their broker or custodian will arrange refund
to their designated bank account subject to the arrangement between them and their broker or custodian.
For details, see “How to Apply for the Hong Kong Offer Shares — Despatch/Collection of H Share Certificates
and Refund of Application Monies.”
The above expected timetable is a summary only. Y ou should read carefully the
sections headed “Underwriting,” “Structure of the Global Offering” and “How to Apply
for the Hong Kong Offer Shares” for details relating to the structure of the Global
Offering and the conditions and procedures for application for the Hong Kong Offer
Shares.
EXPECTED TIMETABLE
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IMPORTANT NOTICE TO 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 buy any security other than the Hong Kong Offer
Shares offered by this prospectus pursuant to the Hong Kong Public Offering. This
prospectus may not be used for the purpose of, and does not constitute, an offer or
invitation in any other jurisdiction or in any other circumstances. No action has been
taken to permit a public offering of the Hong Kong Offer Shares or the distribution of
this prospectus in any jurisdiction other than Hong Kong. The distribution of this
prospectus for the purposes of a public offering and the offering and sale of the Hong
Kong Offer Shares in other jurisdictions are subject to restrictions and may not be
made except as permitted under the applicable securities laws of such jurisdictions
pursuant to registration with or authorization by the relevant securities regulatory
authorities or an exemption therefrom.
Y ou should rely only on the information contained in this prospectus to make your
investment decision. The Hong Kong Public Offering is made solely on the basis of the
information contained and the representations made in this prospectus. We have not
authorized anyone to provide you with information that is different from what is
contained in this prospectus. Any information or representation not contained nor
made in this prospectus must not be relied on by you as having been authorized by our
Company, the Joint Sponsors, the Overall Coordinators, the Capital Market
Intermediaries, the Joint Global Coordinators, the Joint Bookrunners and the Joint
Lead Managers, any of the Underwriters, any of our or their respective directors,
officers, employees, agents, or representatives of any of them or any other parties
involved in the Global Offering.
EXPECTED TIMETABLE ............................................ i v
CONTENTS ....................................................... v i i
SUMMARY ....................................................... 1
DEFINITIONS ..................................................... 2 0
GLOSSARY ....................................................... 3 5
FORW ARD-LOOKING STATEMENTS ................................. 4 1
RISK FACTORS ................................................... 4 3
W AIVERS AND EXEMPTIONS ....................................... 7 6
CONTENTS
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INFORMATION ABOUT THIS PROSPECTUS AND THE
GLOBAL OFFERING ............................................. 1 0 1
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE
GLOBAL OFFERING ............................................. 1 0 6
CORPORATE INFORMATION ....................................... 1 1 3
INDUSTRY OVERVIEW ............................................. 1 1 5
SHARE CAPITAL .................................................. 1 4 1
REGULATORY OVERVIEW ......................................... 1 4 5
HISTORY AND CORPORATE STRUCTURE ............................ 1 6 4
BUSINESS ........................................................ 1 7 1
CONNECTED TRANSACTIONS ...................................... 2 2 3
SUBSTANTIAL SHAREHOLDERS ..................................... 2 2 8
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT .............. 2 3 0
FINANCIAL INFORMATION ......................................... 2 4 6
CORNERSTONE INVESTORS ........................................ 2 9 4
FUTURE PLANS AND USE OF PROCEEDS ............................. 3 1 0
UNDERWRITING .................................................. 3 1 2
STRUCTURE OF THE GLOBAL OFFERING ............................ 3 2 4
HOW TO APPLY FOR THE HONG KONG OFFER SHARES ............... 3 3 8
APPENDIX I — ACCOUNTANTS’ REPORT ........................ I - 1
APPENDIX IA — UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION ........... IA-1
APPENDIX II — UNAUDITED PRO FORMA FINANCIAL
INFORMATION ............................... II-1
APPENDIX III — TAXATION AND FOREIGN EXCHANGE ............ III-1
APPENDIX IV — SUMMARY OF PRINCIPAL LA WS AND
REGULATORY PROVISIONS ................... I V - 1
CONTENTS
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APPENDIX V — SUMMARY OF THE ARTICLES OF ASSOCIATION ... V - 1
APPENDIX VI — STATUTORY AND GENERAL INFORMATION ....... VI-1
APPENDIX VII — DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE 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 this is a summary, it does not contain all the information that may be
important to you. Y ou should read the entire document carefully 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 the section headed “Risk Factors.” Y ou
should read that section carefully before you decide to invest in the Offer Shares.
OVERVIEW
We are a globally leading innovative new energy technology company, primarily engaged
in the research, development, production, and sales of EV batteries and ESS batteries. We
promote the transition from mobile and stationary fossil energy sources to sustainable
alternatives, as well as creating integrated innovative solutions for new applications through
advancements in electrification and intelligent technologies. As of December 31, 2024, we had
established six major R&D centers and 13 battery manufacturing bases worldwide, with service
outlets spanning 64 countries and regions. We have the broadest coverage of customer and
end-user base globally. As of December 31, 2024, our EV batteries were installed in over 17
million vehicles, which represents one in every three EVs worldwide, and our ESS batteries
were deployed in over 1,700 projects across the globe.
Leveraging decades of extensive experience we have accumulated in the lithium-ion
battery industry, we have developed proprietary full-chain and highly efficient R&D
capabilities, which lead to our comprehensive and advanced matrix of products and solution.
It can be applied to passenger vehicle (PV), commercial vehicle (CV), front-of-the-meter
(FTM) energy storage system, behind-the-meter (BTM) energy storage system, and emerging
applications such as machinery, vessels, aircraft and others. Our products effectively meet the
evolving and diverse needs of global customers.
We actively participate in the development of industry standards and subject matter
research in the global lithium-ion battery industry, driving the industry’s sustainable
development. By the end of 2024, we are part of over 160 domestic and international industry
associations, among others: the Global Battery Alliance, International Renewable Energy
Agency, European Battery Alliance, and China Association of Automobile Manufacturers.
SUMMARY
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Through our relentless efforts, we are highly recognized by global customers and widely
acclaimed in the market. Our major accomplishments include:
EV Battery1
Manufacturing
World’s Only
3 Lighthouse Factories
In the Lithium-ion Battery Industry
Largest  Globally:
676 GWh
Production Capacity, 2024
DPPB
Single-Cell Failure
Products4
RMB71.8 Bn
Cumulative R&D Spent from 2015
to 2024
43,354 Patents
Authorized/pending
TECHNOBEST 2024 Award,
AUTOBEST
Shenxing battery
The Best Inventions of 2022,
TIME Magazine
Qilin battery
R&D
72% of the High-End
Passenger EV
Market in China
80% of the E-Bus
Market in China
71% of the E-Truck
Market in China
Select Markets3ESS Battery2
No. 1 Globally for
4 Consecutive Years
36.5%
Global Market Share in 2024
No. 1 in Non-China Markets
In 2024
37.9%
Global Market Share in 2024
No. 1 Globally for
8 Consecutive Years
27.0%
In 2024
Notes:
1 The rankings and market shares are based on global EV battery usage volume, according to the GGII
Report. The eight consecutive years refer to 2017 to 2024.
2 The rankings and market shares are based on global ESS battery shipment, according to the GGII
Report. The four consecutive years refer to 2021 to 2024.
3 High-end passenger EV is defined as a vehicle priced over RMB250,000, according to the GGII Report.
Market shares are calculated based on data in 2024.
4 The number of patents is as of December 31, 2024.
SUMMARY
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Our Business
We are dedicated to providing best-in-class EV and ESS batteries and related solutions for
global new energy applications, as outlined below:
Innovative
Solutions
EV Battery
Passenger Vehicle Commercial Vehicle
E-Bus E-TruckE-LCVBEV PHEV
Freevoy TianxingQilin Shenxing
Choco-Swap
ESS Battery
Front-of-the-Meter Behind-the-Meter
EnerOneTENER UniC
Emerging Applications
Machinery Vessels Aircraft Others
QIJI Energy Swap
Skateboard
Chassis
Zero-Carbon
Solutions
…
EnerC EnerD PU100
Representative
Products
Applications
Applications
Representative
Products
In addition, we secure the supply of key upstream resources and materials for battery
production through battery materials and recycling, and investment, development and
operation of mineral resources. For details about each of our business segments, see “Business
— Our Products and Solutions.”
Our Innovations
Our innovation has three strategic directions: (i) replacing mobile fossil energy sources,
(ii) replacing stationary fossil energy sources and (iii) integrated innovation of new
applications. We focus our efforts on innovation around battery materials and
electro-chemistries, system structures, and green extreme manufacturing, as well as business
model innovation. We have consistently launched new technologies, products and business
models that drive the industry forward. For details, see “Business — Our Innovations.”
Our Global Presence
Our business spans the globe. We adopt a “customer-centric” approach and established
various long-term and in-depth strategic partnerships with globally renowned automotive
OEMs, ESS integrators, project developers or operators. By the end of 2024, nine out of the
top ten global automotive OEMs by EV sales volume are our customers, according to the GGII
Report. Our automotive OEM customers include BMW, Mercedes-Benz, Stellantis,
V olkswagen, Ford, Toyota, Hyundai, Honda, V olvo, SAIC, Geely, NIO, Li Auto, Yutong, and
Xiaomi. Our ESS customers and partners include NextEra, Synergy, Wärtsilä, Excelsior,
Jupiter Power, Flexgen, China Energy Group, State Power Investment Corporation, China
Huaneng Group, China Huadian Group and China National Petroleum Corporation. We further
SUMMARY
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strengthen our collaboration with global customers through equity investments, JVs, and
technology licensing. In 2024, 30.5% of our revenue was generated from overseas markets. As
of December 31, 2024, we had established a global network of over 770 after-sales service
stations, among which 169 are located overseas, continuously providing high-quality service to
our global customers.
We have been expanding our global footprint in response to evolving customer demands.
As of December 31, 2024, we operated 13 battery manufacturing bases around the world
including 11 major domestic manufacturing bases located in Ningde (Fujian), Xining
(Qinghai), Liyang (Jiangsu), Yibin (Sichuan), Zhaoqing (Guangdong), Shanghai, Xiamen
(Fujian), Yichun (Jiangxi), Guiyang (Guizhou), Jining (Shandong), and Luoyang (Henan), and
two overseas manufacturing bases — the Thuringia factory in Germany and the Debrecen
factory in Hungary. Our manufacturing base in Thuringia, Germany, has become the world’s
first battery manufacturer to obtain V olkswagen module certification and the first in Europe to
receive V olkswagen cell certification. Furthermore, we are actively preparing and advancing
our JV factory with Stellantis N.V . in Spain, and our battery value chain projects in Indonesia.
To actively advance our globalization, we emphasize our efforts on overseas operational
support, supply chain expansion, resources and recycling, and international talent acquisition.
These efforts aim to create an efficient multinational operational structure.
Our Financial Performance
We have achieved solid and high quality financial performance over the years. For the
years ended December 31, 2022, 2023 and 2024, our revenue was RMB328.6 billion,
RMB400.9 billion and RMB362.0 billion, respectively. Our revenue decreased by 9.7% from
RMB400.9 billion in 2023 to RMB362.0 billion in 2024, mainly due to a reduction in our
average selling price in response to decrease in the prices of raw materials, including lithium
carbonate, despite increased sales volumes of our EV batteries and ESS batteries. During this
period, our profitability continued to improve, with profit for the year consistently increasing.
For the years ended December 31, 2022, 2023 and 2024, our profit for the year was RMB33.5
billion, RMB47.3 billion and RMB55.3 billion, respectively, representing a year-on-year
growth of 41.5% and 16.8%, respectively. Our net profit margin for the years ended December
31, 2022, 2023 and 2024 was 10.2%, 11.8% and 15.3%, respectively. In the same years, our
weighted average ROE was 24.7%, 24.3% and 24.7%, respectively.
We have consistently maintained a robust cash flow position. The net cash flow generated
from operating activities for the years ended December 31, 2022, 2023 and 2024 was RMB61.2
billion, RMB92.8 billion, and RMB97.0 billion, respectively.
Our Sustainability Initiatives
We actively promote the United Nations Sustainable Development Goals. As a member of
the United Nations Global Compact (“ UNGC”), we fully support its ten principles across four
key areas: human rights, labor, environment, and anti-corruption. We have established a
sustainability governance structure that integrates these principles into our daily operations,
ensuring the effective advancement of our sustainability efforts.
SUMMARY
–4–


--- page 15 ---
Meanwhile, we continuously enhance the transparency of our external communications,
conveying our sustainability values and concepts to a broader range of stakeholders. As of the
Latest Practicable Date, we had published annual Corporate Social Responsibility and/or ESG
reports for seven consecutive years. We conduct regular identification and analysis of material
ESG topics, and conduct a review of material topic results of the previous year in accordance
with the latest ESG regulations and policies, while also considering external stakeholder focus
and industry practices.
We consider climate change and carbon emissions as essential factors for our sustainable
development. In 2023, we released our “Zero Carbon Strategy” setting clear carbon neutrality
goals: achieving carbon neutrality by 2025 in our core operations and by 2035 across the value
chain. We continue to enhance our ecosystem and biodiversity protection strategies,
formulating and publishing our “Biodiversity Commitment” and “Forest Resource
Conservation Commitment.” Adhering to a philosophy of seamlessly integrating business
development with social responsibility, we actively participate in community development,
educational support, disaster relief, environmental protection, and social welfare initiatives.
Through dedicated charitable funds and financial donations, we fulfill our corporate citizenship
responsibilities and promote social value cocreation.
We continuously enhance our ESG practice and have achieved steady improvement of
ESG rating in recent years. We successfully maintain industry-wide leading positions in
various mainstream ESG ratings.
COMPETITIVE STRENGTHS
We believe the following strengths position us well to capitalize on future opportunities
and deliver continued growth:
 Competitive full-chain R&D moat built on our solid experience and proven
methodology;
 Comprehensive and advanced product matrix, continuously trendsetting the
industry;
 Multi-Dimensional expansion, creating a dominant position in emerging areas;
 Pioneering Zero Carbon practice, building Zero Carbon ecosystem; and
 Leading global footprint with unparalleled capabilities.
SUMMARY
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GROWTH STRATEGIES
Guided by the three strategic directions and four innovative systems, we drive the
development of our business. We are committed to battery technology innovation and
large-scale commercial deployment, continuously expanding the applications of EV and ESS
batteries. Through integrated innovation and zero-carbon solutions, we aim to reduce society’s
dependence on fossil fuels and contribute to global sustainable development.
Our three strategic directions center around Electrochemical Energy Storage + Renewable
Energy Generation , EV Battery + NEV , and Electrification +Intelligentization . Innovation
serves as the driving force behind our sustainable development. Guided by our three strategic
directions, we have established four innovative systems: “Battery Materials and Electro-
chemistries Innovation,” “System Structure Innovation,” “Green Extreme Manufacturing
Innovation,” and “Business Model Innovation” to support our business development. We
promote the four innovative systems through “open innovation.”
CUSTOMERS AND SUPPLIERS
Our EV battery customers primarily consist of domestic and international automotive
OEMs. Our ESS battery customers and partners mainly comprise ESS integrators and ESS
project developers and operators. In 2022, 2023 and 2024, our revenue from the five largest
customers in each year accounted for 35.3%, 36.8% and 37.0% of our total revenue in the year,
respectively; and revenue from our largest customer in each year accounted for 11.6%, 12.5%
and 15.0% of our total revenue in the year, respectively.
During the Track Record Period, our purchases from the five largest suppliers in each year
accounted for 21.3%, 20.3% and 16.3% of our total purchases in the respective year; and
purchases from our largest supplier in each year accounted for 5.4%, 5.3% and 6.0% of our
total purchases in the respective year.
To the best knowledge of our Directors, none of our Directors, their respective associates
or any Shareholder who owns more than 5% of the issued share capital of our Company
immediately following the completion of the Global Offering had any interest in our five
largest customers and suppliers in each year during the Track Record Period.
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following tables set forth summary financial data from our financial information
during the Track Record Period, extracted from the Accountants’ Report as set out in Appendix
I to this prospectus. The summary financial data set forth below should be read together with,
and is qualified in its entirety by reference to, our financial statements in this prospectus,
including the related notes. Our consolidated financial information was prepared in accordance
with the International Financial Reporting Standards (“IFRSs”).
SUMMARY
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--- page 17 ---
Summary of Consolidated Statements of Profit or Loss
The following table sets forth a summary of our consolidated statements of profit or loss
for the years indicated.
For the year ended December 31,
2022 2023 2024
RMB’000
%o f
revenue RMB’000
%o f
revenue RMB’000
%o f
revenue
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118328,593,988 100.0 400,917,045 100.0 362,012,554 100.0
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(270,629,780) (82.4) (323,982,130) (80.8) (273,518,959) (75.6)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,964,208 17.6 76,934,915 19.2 88,493,595 24.4
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,510,453) (4.7) (18,356,108) (4.6) (18,606,756) (5.1)
Administrative and other
operating expenses /H1118/H1118/H1118/H1118/H1118(8,103,787) (2.5) (10,526,439) (2.6) (11,952,257) (3.3)
Selling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,519,230) (0.8) (3,042,744) (0.8) (3,562,797) (1.0)
Other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,047,244 2.1 14,883,428 3.7 19,514,964 5.4
Other gains and losses, net /H1118 1,285,908 0.4 410,724 0.1 15,342 0.0
Impairment losses /H1118/H1118/H1118/H1118/H1118/H1118(3,973,175) (1.2) (6,107,968) (1.5) (9,295,851) (2.6)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,132,375) (0.6) (3,446,516) (0.9) (3,879,076) (1.1)
Share of results of
associates and joint
ventures, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,614,517 0.8 3,745,762 0.9 3,743,040 1.0
Profit before income tax /H1118/H111836,672,857 11.2 54,495,054 13.6 64,470,204 17.8
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118(3,215,713) (1.0) (7,153,019) (1.8) (9,175,245) (2.5)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H111833,457,144 10.2 47,342,035 11.8 55,294,959 15.3
Profit for the year
attributable to:
Owners of the Company /H1118/H1118/H111830,729,164 9.4 44,702,249 11.1 52,032,846 14.4
Non-controlling interests /H1118/H11182,727,980 0.8 2,639,786 0.7 3,262,113 0.9
SUMMARY
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--- page 18 ---
Revenue
During the Track Record Period, our revenue was derived primarily from EV batteries,
ESS batteries, battery materials and recycling, and battery mineral resources. The following
table sets forth the breakdown of our revenue by product type for the years indicated.
For the year ended December 31,
2022 2023 2024
RMB’000 % RMB’000 % RMB’000 %
EV batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118236,593,497 72.0 285,252,917 71.2 253,041,337 69.9
ESS batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,980,277 13.7 59,900,522 14.9 57,290,460 15.8
Battery materials and
recycling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,031,514 7.9 33,602,284 8.4 28,699,935 7.9
Battery mineral resources /H1118/H11184,508,633 1.4 7,734,151 1.9 5,493,003 1.5
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,480,067 5.0 14,427,171 3.6 17,487,819 4.8
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118328,593,988 100.0 400,917,045 100.0 362,012,554 100.0
Note:
(1) Primarily including revenue generated from (i) sales of raw materials and scrap materials, and (ii)
provision of research and development services.
The EV batteries we sell primarily include battery cells, battery modules/racks and
battery packs. Our revenue from sales of EV batteries increased by 20.6% from RMB236.6
billion in 2022 to RMB285.3 billion in 2023, primarily driven by the increasing customer
demand for our products. Our revenue from sales of EV batteries decreased by 11.3% from
RMB285.3 billion in 2023 to RMB253.0 billion in 2024, mainly due to a reduction in our
average selling price in response to decrease in the prices of raw materials, including lithium
carbonate, despite increased sales volumes. During the Track Record Period, the sales volume
of our EV batteries continued to grow, primarily attributable to (i) our technological
advantages, economies of scale, and strong customer base in the EV battery sector, and (ii) the
rapid expansion of the NEV industry that drove the sustained growth in global demand for EV
batteries.
Our revenue from sales of ESS batteries increased by 33.2% from RMB45.0 billion in
2022 to RMB59.9 billion in 2023, primarily driven by the increasing customer demand for our
products. Our revenue from sales of ESS batteries decreased by 4.4% from RMB59.9 billion
in 2023 to RMB57.3 billion in 2024, mainly due to a reduction in our average selling price in
response to decrease in the prices of raw materials, including lithium carbonate, despite
increased sales volumes. During the Track Record Period, the sales volume of our ESS
batteries continued to grow, primarily attributable to (i) our technological advantages,
economies of scale, and strong customer base in the ESS battery sector, and (ii) the continuous
robust growth of market demand for ESS batteries, propelled by clean energy transition
initiatives across countries. These initiatives drive the increasing proportion of installed
capacity of wind and solar power, higher requirements for power system flexibility,
advancements in energy storage technology, and declining ESS costs.
SUMMARY
–8–


--- page 19 ---
Gross Profit and Gross Profit Margin
The following table sets forth the breakdown of our gross profit and gross profit margin
by product type for the years indicated.
For the year ended December 31,
2022 2023 2024
Gross profit
Gross
profit
margin Gross profit
Gross
profit
margin Gross profit
Gross
profit
margin
RMB’000 % RMB’000 % RMB’000 %
EV batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,418,887 14.1 51,705,338 18.1 60,580,055 23.9
ESS batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,282,252 14.0 11,174,430 18.7 15,376,457 26.8
Battery materials and
recycling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,525,484 21.2 3,824,539 11.4 3,017,019 10.5
Battery mineral resources /H1118/H1118551,787 12.2 1,536,261 19.9 468,392 8.5
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,185,798 73.9 8,694,347 60.3 9,051,672 51.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,964,208 17.6 76,934,915 19.2 88,493,595 24.4
Our gross profit increased by 32.7% from RMB58.0 billion in 2022 to RMB76.9 billion
in 2023, and further increased by 15.0% to RMB88.5 billion in 2024. Our gross profit margin
increased from 17.6% in 2022 to 19.2% in 2023, and further increased to 24.4% in 2024. Our
gross profit margin showed continued growth during the Track Record Period, mainly because
(i) the unit economics of our battery products remained stable while increasing, driven by the
scaled commercial application of our innovative products, such as Qilin battery and Shenxing
battery, which gained wide customer recognition following their market launch; and (ii) the
average selling price of our battery products was reduced in response to decrease in the cost
of raw materials including lithium carbonate. This, combined with our stable and improving
unit economics, led to the consequent increase of our gross profit margin.
For more information, please refer to “Financial Information — Description of Selected
Components of Consolidated Statements of Profit or Loss — Gross Profit and Gross Profit
Margin.”
Profits for the Y ear
Our profit for the year increased by 41.5% from RMB33.5 billion in 2022 to RMB47.3
billion in 2023, and further increased by 16.8% to RMB55.3 billion in 2024. For details, see
“Financial Information — Year-to-Year Comparison of Results of Operations.”
SUMMARY
–9–


--- page 20 ---
Summary of Consolidated Statements of Financial Position
The following table sets forth a summary of our consolidated statements of financial
position as of the dates indicated:
As of December 31,
2022 2023 2024
RMB’000
Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118387,734,858 449,788,002 510,142,088
Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118213,217,495 267,380,039 276,516,035
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118600,952,353 717,168,041 786,658,123
Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118295,761,421 287,001,071 317,171,534
Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,281,771 210,283,820 196,030,416
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118424,043,192 497,284,891 513,201,950
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111891,973,437 162,786,931 192,970,554
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118176,909,161 219,883,150 273,456,173
During the Track Record Period, our net assets continued to increase. Our net assets
increased from RMB176.9 billion as of December 31, 2022 to RMB219.9 billion as of
December 31, 2023, mainly because (i) we recorded profit for the year of RMB47.3 billion in
2023 and (ii) the capital injection from our Shareholders in the same year resulted in an
increase in net assets of RMB28.0 billion, partially offset by dividends declared of RMB6.6
billion.
Our net assets increased from RMB219.9 billion as of December 31, 2023 to RMB273.5
billion as of December 31, 2024, mainly because we recorded profit for the year of RMB55.3
billion in 2024, partially offset by dividends declared of RMB27.9 billion.
For details of the fluctuation in key items of our consolidated statements of financial
position and net current assets during the Track Record Period, see “Financial Information —
Discussion of Certain Key Items of Consolidated Statements of Financial Position.”
SUMMARY
–1 0–


--- page 21 ---
Summary of Consolidated Statements of Cash Flow
The following table sets forth a summary of our consolidated cash flow statements for the
years indicated.
For the year ended December 31,
2022 2023 2024
RMB’000
Net cash generated from operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,208,844 92,826,125 96,990,344
Net cash used in investing activities /H1118/H1118/H1118(64,139,843) (29,187,763) (48,875,311)
Net cash generated from/(used in)
financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111882,266,431 14,716,362 (14,524,234)
Net increase in cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,335,432 78,354,724 33,590,799
Cash and cash equivalents at beginning
of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875,505,735 157,629,318 238,165,487
Effect of exchange rate changes /H1118/H1118/H1118/H1118/H1118/H11182,788,151 2,181,445 (1,596,552)
Cash and cash equivalents at the end of
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118157,629,318 238,165,487 270,159,734
KEY FINANCIAL RATIOS
The following table set forth our key financial ratios as of the dates or for the years
indicated.
For the year ended/as of December 31,
2022 2023 2024
Net profit margin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.2% 11.8% 15.3%
Weighted average return on equity
(ROE) (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824.7% 24.3% 24.7%
Current ratio (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.3 1.6 1.6
Quick ratio (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.1 1.4 1.4
Debt-to-asset ratio (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870.6% 69.3% 65.2%
Interest-bearing debt ratio (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816.8% 17.6% 17.4%
Operating cash flow conversion ratio (6) /H1118 1.8 2.0 1.8
SUMMARY
–1 1–


--- page 22 ---
Notes:
(1) Weighted average return on equity (ROE) is calculated by dividing the profit attributable to owners of
the Company for the year by the monthly weighted average of equity attributable to owners of the
Company.
(2) The current ratio is calculated as current assets divided by current liabilities as of the relevant date.
(3) The quick ratio is defined as current assets minus inventories, divided by current liabilities as of the
relevant date.
(4) The debt-to-asset ratio is calculated by dividing the total liabilities by the total assets as of the relevant
date.
(5) The interest-bearing debt ratio is calculated as interest-bearing debt divided by total assets as of the
relevant date.
(6) Operating cash flow conversion ratio is defined as the ratio of the cash flow generated from operating
activities during the year over the profit for the same year.
RISK FACTORS
Our operations and the Global Offering involve certain risks and uncertainties, including
(i) risks relating to our industry and business, (ii) risks relating to financial, accounting and tax
matters, (iii) risks relating to our operations, (iv) risks relating to government regulations, and
(v) risks relating to the Global Offering, which are set out in the section headed “Risk Factors”
in this prospectus. You should read that section in its entirety carefully before you decide to
invest in the Offer Shares. Some of the major risks we face include, but are not limited to: (i)
the demand in the end markets of our industry is constantly changing. If we are unable to
respond effectively to these changes, our business, results of operations and financial condition
will be materially and adversely affected, (ii) if we fail to maintain technology leadership in
the battery industry, our operating results may be adversely affected, (iii) we face risks of
changing new energy industry policies, (iv) our business faces competition, (v) we may face
risks if there are quality issues with our products, (vi) if we are unable to retain our existing
customers or attract new customers, our business, financial condition and results of operations
could be materially and adversely affected, (vii) we face uncertainties and risks in overseas
manufacturing and operations, and (viii) price fluctuation and inadequate supply of materials
and equipment for our production could adversely affect our business, financial condition and
results of operations.
SUMMARY
–1 2–


--- page 23 ---
RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE
Recent Development
Product Launch
On April 21, 2025, we launched three major products that achieved multidimensional
breakthroughs and innovations in product performance, chemical systems, and pack
configurations. Among them: the second-generation Shenxing battery featuring superfast
charging represents a breakthrough in product performance as the world’s first LFP battery
combining an 800 km range with a 12C peak charging rate; the Naxtra battery achieves a
breakthrough in chemical systems as the world’s first mass-produced sodium-ion power
battery, maintaining high energy retention in extreme cold conditions and demonstrating
exceptional safety performance in rigorous testing; and the dual/multi-core battery achieves a
combined breakthrough in chemical systems and pack configurations through flexible
combinations of multiple chemical systems and cross-system, cross-capacity, cross-voltage
free configurations, overcoming the limitations of single chemical systems while leveraging
synergistic advantages, making it suitable for different regions, end applications, and price
segments to comprehensively meet customer and end-user needs.
Regulatory Update
Since 2025, the U.S. government has announced certain tariffs and relevant new policies
affecting various countries or regions as well as industries, thereby creating uncertainties to the
economic development of various countries and global trade. Specifically, the additional tariffs
on imports from China imposed by the U.S. government has been raised to 20% starting from
March 4, 2025. On March 26, 2025, the U.S. government announced to impose a 25% tariff on
automobiles and certain automobile parts imported from all countries pursuant to authority
granted by Section 232 of the Trade Expansion Act of 1962. In April 2025, the U.S. announced
new reciprocal tariffs on all imports into the United States and made several subsequent
modifications. The aforementioned tariff policies have been rapidly evolving. Currently, we
cannot accurately assess the potential impact of such policies on our business, and we will
closely monitor the relevant situation. See also “Risk Factors — Risks Relating to Our
Operations — Policies and regulations affecting, among other things, international trade and
investment may adversely affect our business and results of operations” for the details of such
tariff policies.
Unaudited Financial Information for the Three Months Ended March 31, 2025
Our revenue increased by 6.2% from RMB79.8 billion for the three months ended March
31, 2024 to RMB84.7 billion for the same period of 2025, primarily driven by the increasing
customer demand for our products. Our revenue from sales of EV batteries increased by 14.0%
from RMB55.4 billion for the three months ended March 31, 2024 to RMB63.2 billion for the
same period of 2025, primarily attributable to robust sales volume growth of our EV batteries,
partially offset by lower average selling price of our EV batteries. Our revenue from sales of
SUMMARY
–1 3–


--- page 24 ---
ESS batteries decreased by 15.3% from RMB13.6 billion for the three months ended March 31,
2024 to RMB11.5 billion for the same period of 2025, mainly due to a reduction in our average
selling price of ESS batteries in response to decrease in the prices of raw materials, including
lithium carbonate, despite continuous sales volume increase.
Our cost of sales increased by 4.6% from RMB61.2 billion for the three months ended
March 31, 2024 to RMB64.0 billion for the same period of 2025, primarily due to increased
sales volume, partially offset by a decline in raw material prices.
Our gross profit increased by 11.5% from RMB18.5 billion for the three months ended
March 31, 2024 to RMB20.7 billion for the same period of 2025. Our gross profit margin
increased from 23.3% for the three months ended March 31, 2024 to 24.4% for the same period
of 2025, representing a modest improvement.
Our profit for the period increased by 31.9% from RMB11.3 billion for the three months
ended March 31, 2024 to RMB14.9 billion for the same period of 2025, primarily attributable
to our revenue growth driven by increased sales volume in 2024, resulting in an increase in
gross profit. Our net profit margin was 14.1% and 17.5% for the three months ended March 31,
2024 and 2025, respectively, representing continuous growth.
Our total assets increased from RMB786.7 billion as of December 31, 2024 to RMB820.1
billion as of March 31, 2025, primarily reflecting our business growth. As our business
expanded, our total liabilities increased from RMB513.2 billion as of December 31, 2024 to
RMB531.0 billion as of March 31, 2025. Our net assets increased from RMB273.5 billion as
of December 31, 2024 to RMB289.1 billion as of March 31, 2025, primarily attributable to the
net profit of RMB14.9 billion recorded for the three months ended March 31, 2025.
For the three months ended March 31, 2025, net cash generated from operating activities
was RMB32.9 billion, primarily attributable to proceeds from sales of goods of RMB111.1
billion, partially offset by (i) cash paid for material and services of RMB69.6 billion, and (ii)
cash paid for salaries of RMB7.2 billion.
Our unaudited condensed consolidated interim financial information for the three months
ended March 31, 2025 has been reviewed by our Reporting Accountant in accordance with
International Standard on Review Engagements 2410 “Review of Interim Financial
Information Performed by the Independent Auditor of the Entity” issued by the International
Auditing and Assurance Standards Board. For details, see Appendix IA to this prospectus.
Dividend Distribution for 2024
Our Cash Dividend Distribution Plan for 2024 was reviewed and approved at the Annual
General Meeting of 2024 held on April 8, 2025, declaring a cash dividend of RMB45.53 (tax
inclusive) per 10 Shares to be paid to all Shareholders. This dividend distribution was
completed on April 22, 2025.
SUMMARY
–1 4–


--- page 25 ---
Share Repurchase Mandate
On April 7, 2025, our Company convened a board meeting and approved, among other
matters, a share repurchase mandate through centralized bidding (the “ Share Repurchase
Mandate ”). Under the Share Repurchase Mandate, we will allocate between RMB4 billion and
RMB8 billion of our own or raised funds to repurchase ordinary shares at a price not exceeding
150% of the average trading price of our A Shares for the 30 trading days immediately
preceding the approval of the share repurchase resolutions by the Board. The repurchase period
is within 12 months following the approval of the Share Repurchase Mandate. Under the Share
Repurchase Mandate, as of the Latest Practicable Date, we completed repurchase of 6,640,986
Shares through centralized bidding, representing 0.1508% of our total share capital as of the
same date, with a total transaction amount of RMB1,550,809,971 (excluding transaction fees).
No Material Adverse Change
Our Directors confirm that, up to the date of this Prospectus, there had been no material
adverse change in our business, financial condition and results of operations since December
31, 2024, which is the end date of the years reported on in the Accountants’ Report as set out
in Appendix I to this prospectus, and there is no event since December 31, 2024 which would
materially affect the information in the Accountants’ Report as set out in Appendix I to this
prospectus.
GLOBAL OFFERING STATISTICS
The statistics in the following table are based on the assumptions that (i) the Global
Offering has been completed and 117,894,500 H Shares are newly issued in the Global
Offering, and (ii) the Offer Size Adjustment Option and the Over-allotment Option for the
Global Offering are not exercised:
Based on an Offer
Price of HK$263.00
per H Share
Market capitalization of our H Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$31,006.3
million
Market capitalization of our A Shares (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB1,045,294
million
Unaudited pro forma adjusted consolidated net tangible
assets per Share (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB60.11
SUMMARY
–1 5–


--- page 26 ---
Notes:
(1) Calculated based on the average closing price of the A Shares of RMB233.32 per share for the five
business days immediately preceding the Latest Practicable Date and the total share capital of
4,403,394,911 A Shares as of the Latest Practicable Date and excluding 22,632,510 treasury shares.
(2) The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the
Company per Share is arrived at after the adjustments referred to in the section headed “Unaudited Pro
Forma Financial Information” in Appendix II to this prospectus and on the basis that 4,505,297,887
Shares (representing 4,403,466,458 Shares in issue as of December 31, 2024, excluding 16,063,071
treasury shares as of December 31, 2024, adding 117,894,500 Offer Shares) were in issue, assuming that
the Global Offering had been completed on December 31, 2024 but does not take into account of any
Shares which may be allotted and issued by the Company upon the exercise of the Offer Size Adjustment
Option and the Over-allotment Option, any Shares which may be issued by our Company upon the
exercise of any options may be granted under the Share Incentive Plans or any Shares which may be
issued by our Company upon the exercise of any options may be granted under the Share Incentive Plans
or any Shares which may be issued or repurchased by the Company.
(3) No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets to
reflect any trading results or other transactions of our Group entered into subsequent to December 31,
2024. In particular, the unaudited pro forma adjusted consolidated net tangible assets of our Group
attributable to owners of our Company has not taken into account payment of dividend of
RMB19,975,848,000 which was approved by the Shareholders on April 8, 2025. The unaudited pro
forma adjusted consolidated net tangible assets of our Group attributable to owners of our Company per
Share would have been HK$59.94 per Share if the dividend declaration had been accounted for as of
December 31, 2024. For the calculation of the unaudited pro forma adjusted consolidated net tangible
assets per Share, see “Unaudited Pro Forma Financial Information” in Appendix II to this prospectus.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$30,717.9 million, after deducting underwriting commissions, fees and estimated expenses
payable by us in connection with the Global Offering, and at an Offer Price of HK$263.00 per
Share, assuming that the Offer Size Adjustment Option and the Over-allotment Option are not
exercised.
We currently intend to apply these net proceeds for the following purposes:
 Approximately 90% or HK$27,646.1 million will be used to advance the
construction of Phase I and II of our Hungary project; and
 Approximately 10% or HK$3,071.8 million will be used for working capital and
other general corporate purposes.
For further information relating to our future plans and use of proceeds from the Global
Offering, see “Future Plans and Use of Proceeds” in this prospectus.
SUMMARY
–1 6–


--- page 27 ---
OUR LISTING ON THE CHINEXT OF THE SHENZHEN STOCK EXCHANGE AND
REASONS FOR THE LISTING ON THE STOCK EXCHANGE
Since 2018, our Company has been listed on the ChiNext of the Shenzhen Stock
Exchange. Since our listing on the ChiNext of the Shenzhen Stock Exchange and as of the
Latest Practicable Date, we had no instances of material non-compliance with the rules of the
Shenzhen Stock Exchange and other applicable securities laws and regulations of the PRC in
any material respects, and, to the best knowledge of our Directors having made all reasonable
enquiries, there was no material matter that should be brought to the investors’ attention in
relation to our compliance record on the Shenzhen Stock Exchange. Our PRC Legal Advisors
are of the view that the confirmation of our Directors above with regard to our compliance
records is accurate and reasonable. Based on the independent due diligence conducted by the
Joint Sponsors, nothing has come to the Joint Sponsors’ attention that would cause them to
disagree with the Directors’ confirmation with regard to the compliance records of the
Company on the Shenzhen Stock Exchange.
Our Company seeks to be listed on the Stock Exchange in order to further advance our
global strategic layout, establish an international capital operation platform, and enhance our
comprehensive competitiveness. For details, see “Business — Growth Strategies” and “Future
Plans and Use of Proceeds.”
W AIVERS AND EXEMPTIONS
In connection with the Listing, we have applied for certain waivers and exemptions from
strict compliance with the Listing Rules and the Companies (Winding Up and Miscellaneous
Provisions) Ordinance. Among the waivers and exemptions that we have applied for, we have
applied to the Stock Exchange and/or the SFC for (i) a waiver from strict compliance with the
requirement under Rule 19A.18(1) of the Listing Rules in respect of the appointment of an
independent non-executive Director being ordinarily resident in Hong Kong; and (ii) an
exemption from strict compliance with the requirement under paragraph 6 of the Third
Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance in respect
of the disclosure of executive Directors’ residential addresses. For further details, see “Waivers
and Exemptions.”
SUMMARY
–1 7–


--- page 28 ---
DIVIDENDS
During the Track Record Period, we declared cash dividends to our Shareholders as
follows.
For the year ended December 31,
2022 2023 2024
RMB’000
Dividends attributable to the year
Interim dividend /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,593,064 – –
Final and special dividend /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,154,689 27,458,131
As of the date of this prospectus, we have paid these dividends in full.
After the completion of the Global Offering, we may distribute dividends in the form of
cash or by other means permitted by our Articles of Association. In principle, we prioritize cash
dividends as the profit distribution method if the conditions for cash dividends are met. When
we have major investment plans or significant cash expenditures, we may distribute dividends
in the form of share equity. A decision to declare or to pay dividends in the future and the
amount of dividends will be at the discretion of our Board and will depend on a number of
factors, including our results of operations, cash flows, financial condition, payments by our
subsidiaries of cash dividends to us, business prospects, statutory and regulatory restrictions on
our declaration and payment of dividends and other factors that our Board may consider
important. Any declaration and payment as well as the amount of dividends will be subject to
our constitutional documents and the relevant laws. Our Shareholders may approve any
declaration of dividends.
According to applicable laws in mainland China and our Articles of Association, we will
pay dividends out of our profit after tax only after we have made the following allocations:
recovery of the losses incurred in the previous year; allocations to the statutory reserve
equivalent to 10% of our profit after tax; allocations to a discretionary common reserve of
certain percentage of our profit after tax that are approved by Shareholders’ general meeting.
If there are no major investment plans or significant cash expenditures, the profits distributed
in cash shall be no less than 10% of the distributable profits achieved in the year. At the same
time, our cumulative profits distributed in cash over the past three years shall be no less than
30% of the average annual distributable profits achieved in the past three years.
SUMMARY
–1 8–


--- page 29 ---
LISTING EXPENSES
Listing expenses to be borne by us are estimated to be approximately HK$288.3 million
(based on an Offer Price of HK$263.00 per Share), representing approximately 0.93% of the
estimated gross proceeds from the Global Offering assuming the Offer Size Adjustment Option
is not exercised and no Shares are issued pursuant to the Over-allotment Option. The listing
expenses consist of (i) underwriting-related expenses, including underwriting commission, of
approximately HK$238.7 million, and (ii) non-underwriting-related expenses of approximately
HK$49.6 million, comprising (a) fees and expenses of our legal advisors and reporting
accountants of approximately HK$24.4 million, and (b) other fees and expenses of
approximately HK$25.2 million. During the Track Record Period, we did not incur any listing
expenses. Subsequent to the Track Record Period, approximately HK$11.1 million is expected
to be charged to our consolidated statements of profit or loss, and approximately HK$277.2
million is expected to be accounted for as a deduction from equity upon the Listing. We do not
believe any of the above fees or expenses are material or are unusually high for our Group. The
listing expenses above are the latest practicable estimate for reference only, and the actual
amount may differ from this estimate.
SUMMARY
–1 9–


--- page 30 ---
In this prospectus, unless the context otherwise requires, the following terms and
expressions shall have the meanings set out below. Certain technical terms are
explained in “Glossary.”
“A Share(s)” ordinary share(s) issued by our Company, with a nominal
value of RMB1.00 each, which are listed on the ChiNext
of the Shenzhen Stock Exchange and traded in Renminbi
“Accountants’ Report” the accountants’ report of our Company for the Track
Record Period, as set out in Appendix I to this prospectus
“affiliate” with respect to any specified person, any other person,
directly or indirectly, controlling or controlled by or
under direct or indirect common control with such
specified person
“AFRC” the Accounting and Financial Reporting Council of Hong
Kong
“Articles of Association” or
“Articles”
the articles of association of our Company adopted on
January 17, 2025 which will become effective on the
Listing Date and as amended from time to time, a
summary of which is set out in “Appendix V — Summary
of the Articles of Association” to this prospectus
“Audit Committee” the audit committee of the Board
“Batteries and Waste Batteries
Regulation”
Regulation (EU) 2023/1542 of the European Parliament
and of the Council of 12 July 2023 concerning batteries
and waste batteries, amending Directive 2008/98/EC and
Regulation (EU) 2019/1020 and repealing Directive
2006/66/EC
“Board” or “Board of Directors” the board of Directors of our Company
“Board of Supervisors” the board of Supervisors of our Company
“Business Day” or
“business day”
any day (other than a Saturday, Sunday or public holiday
in Hong Kong and any day on which tropical cyclone
warning no. 8 or above or a black rainstorm warning
signal is hoisted in Hong Kong) on which banks in Hong
Kong are generally open for normal banking business
DEFINITIONS
–2 0–


--- page 31 ---
“CAES” Contemporary Amperex Electric Ship Technology
Limited (ʮ̡), a company
established on November 26, 2022 in the PRC, and one of
our subsidiaries
“CAGR” compound annual growth rate
“Capital Market Intermediaries” has the meaning ascribed thereto under the Listing Rules,
and unless the context requires otherwise, refers to the
capital market intermediaries named in the section
headed “Directors, Supervisors and Parties Involved in
the Global Offering”
“CATH” Contemporary Amperex Technology Hungary Korlátolt
Felelo˝sségu˝ Társaság, a company incorporated on
February 4, 2022 in Hungary, and one of our Major
Subsidiaries
“CATL-FD” Fuding Contemporary Amperex Technology Limited ( ၅
ʮ̡), a company established on
January 14, 2021 in the PRC, and one of our Major
Subsidiaries
“CATL-HK” Contemporary Amperex Technology (Hong Kong)
Limited, a company incorporated on April 1, 2016 in
Hong Kong, and one of our Major Subsidiaries
“CATL-JS” Jiangsu Contemporary Amperex Technology Limited ( Ϫ
ʮ̡), a company established on
June 30, 2016 in the PRC, and one of our Major
Subsidiaries
“CATL-RQ” Guangdong Ruiqing Contemporary Amperex Technology
Limited (ʮ̡), a company
established on February 8, 2021 in the PRC, and one of
our Major Subsidiaries
“CATL-RT” Ruiting Contemporary Amperex Technology (Shanghai)
Limited (˾(ɪऎ)ʮ̡), a company
established on May 24, 2021 in the PRC, and one of our
Major Subsidiaries
DEFINITIONS
–2 1–


--- page 32 ---
“CATL-SC” Sichuan Contemporary Amperex Technology Limited ( ̬
ʮ̡), a company established on
October 15, 2019 in the PRC, and one of our Major
Subsidiaries
“CATT” Contemporary Amperex Technology Thuringia AG, a
company incorporated on September 11, 2018 in
Germany, and one of our Major Subsidiaries
“CCASS” the Central Clearing and Settlement System established
and operated by HKSCC
“China” or “PRC” the People’s Republic of China
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of
Hong Kong), as amended, supplemented or otherwise
modified from time to time
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance”
the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified
from time to time
“Company” or “our Company” Contemporary Amperex Technology Co., Limited ( ྐྵᅃ
ʮ̡), a joint stock company
with limited liability established on December 16, 2011,
the A Shares of which have been listed on the ChiNext of
the Shenzhen Stock Exchange (stock code: 300750)
“Company Law” or “PRC
Company Law”
the Company Law of the PRC ( ʕശɛ͏΍ձ਷ʮ̡
), as amended, supplemented or otherwise modified
from time to time
“Compliance Advisor” China Securities (International) Corporate Finance
Company Limited
“Critical Raw Materials Act” Regulation (EU) 2024/1252 of the European Parliament
and of the Council of 11 April 2024 establishing a
framework for ensuring a secure and sustainable supply
of critical raw materials and amending Regulations (EU)
No 168/2013, (EU) 2018/858, (EU) 2018/1724 and (EU)
2019/1020
DEFINITIONS
–2 2–


--- page 33 ---
“CSDC” China Securities Depository and Clearing Co., Ltd. ( ʕ਷
ப΂ʮ̡)
“CSRC” China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ
ึ)
“Director(s)” or “our Director(s)” the director(s) of our Company
“EIT” enterprise income tax
“EIT Law” the Enterprise Income Tax Law of the PRC ( ʕശɛ͏
), as amended, supplemented or
otherwise modified from time to time
“EU” European Union
“(EU) 2019/631 CO
2 Emission
Performance Standards”
Regulation (EU) 2019/631 of the European Parliament
and of the Council of 17 April 2019 setting CO 2 emission
performance standards for new passenger cars and for
new light commercial vehicles, and repealing
Regulations (EC) No 443/2009 and (EU) No 510/2011
(recast)
“(EU) 2023/851 Strengthened
CO
2 Emission Performance
Standards”
Regulation (EU) 2023/851 of the European Parliament
and of the Council of 19 April 2023 amending Regulation
(EU) 2019/631 as regards strengthening the CO
2
emission performance standards for new passenger cars
and new light commercial vehicles in line with the
Union’s increased climate ambition
“EU Electricity Market Reform
Package”
Directive (EU) 2024/1711 of the European Parliament
and of the Council of 13 June 2024 amending Directives
(EU) 2018/2001 and (EU) 2019/944 as regards improving
the Union’s electricity market design and Regulation
(EU) 2024/1747 of the European Parliament and of the
Council of 13 June 2024 amending Regulations (EU)
2019/942 and (EU) 2019/943 as regards improving the
Union’s electricity market design
DEFINITIONS
–2 3–


--- page 34 ---
“EUR” euro, the lawful currency of 20 of the 27 member states
of the EU
“Extreme Conditions” extreme conditions caused by a super typhoon as
announced by the government of Hong Kong
“FINI” Fast Interface for New Issuance, an online platform
operated by HKSCC that is mandatory for admission to
trading and, where applicable, the collection and
processing of specified information on subscription in
and settlement for all new listings
“General Rules of HKSCC” the General Rules of HKSCC as may be amended or
modified from time to time and where the context so
permits, shall include the HKSCC Operational
Procedures
“GGII” Shenzhen GaoGong Industry Research & Consulting Co.
Ltd., an independent market research and consulting
company
“GGII Report” the report prepared by GGII
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Group,” “our Group,” “CATL,”
“our,” “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)
“Guangdong Brunp” Guangdong Brunp Recycling Technology Co., Ltd. (؇
ʮ̡), a company established on
December 7, 2005 in the PRC, and one of our subsidiaries
“H Share(s)” ordinary share(s) in the share capital of our Company
with a nominal value of RMB1.00 each, which are to be
subscribed for and traded in HK dollars, and for which an
application has been made for listing and permission to
trade on the Stock Exchange
DEFINITIONS
–2 4–


--- page 35 ---
“H Share Registrar” Computershare Hong Kong Investor Services Limited
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
“HKSCC EIPO” the application for the Hong Kong Offer Shares to be
issued in the name of HKSCC Nominees and deposited
directly into CCASS to be credited to your designated
HKSCC Participant’s stock account through causing
HKSCC Nominees to apply on your behalf, including by
instructing your broker or custodian who is a HKSCC
Participant to give electronic application instructions via
HKSCC’s FINI system to apply for the Hong Kong Offer
Shares on your behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary
of HKSCC
“HKSCC Operational
Procedures”
the operational procedures of HKSCC, containing the
practices, procedures and administrative or other
requirements relating to HKSCC’s services and the
operations and functions of CCASS, FINI or any other
platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time
to time in force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the
PRC
“Hong Kong dollars,”
“HK dollars” or “HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong Offer Shares” the H Shares offered by our Company for subscription
pursuant to the Hong Kong Public Offering (subject to
reallocation and the Offer Size Adjustment Option as
described in “Structure of the Global Offering”)
DEFINITIONS
–2 5–


--- page 36 ---
“Hong Kong Public Offering” the offer of the Hong Kong Offer Shares for subscription
by the public in Hong Kong at the Offer Price (plus
brokerage of 1.0%, SFC transaction levy of 0.0027%,
Stock Exchange trading fee of 0.00565% and AFRC
transaction levy of 0.00015%) on the terms and
conditions described in this prospectus as further
described in “Structure of the Global Offering — The
Hong Kong Public Offering” 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 May 9, 2025 relating to
the Hong Kong Public Offering entered into by, among
other parties, our Company, the Joint Sponsors, the
Overall Coordinators and the Hong Kong Underwriters,
as further described in “Underwriting — Underwriting
Arrangements — Hong Kong Public Offering — Hong
Kong Underwriting Agreement” in this prospectus
“Hunan Brunp” Hunan Brunp Recycling Technology Co., Ltd. (Ԟ౷
ʮ̡), a company established on January
11, 2008 in the PRC, and one of our Major Subsidiaries
“Hunan Brunp Automobile
Recycling”
Hunan Brunp Automobile Recycling Co., Ltd. (Ԟ౷
ʮ̡), a company established on February
20, 2008 in the PRC, and one of our subsidiaries
“IFRSs” the International Financial Reporting Accounting
Standards as issued by the International Accounting
Standards Board
“Independent Third Party(ies)” person(s) or company(ies) who/which, to the best of our
Directors’ knowledge, information and belief, having
made all reasonable enquiries, are not our connected
persons
DEFINITIONS
–2 6–


--- page 37 ---
“International Offer Shares” the H Shares initially offered by our Company for
subscription at the Offer Price pursuant to the
International Offering together with, where relevant, any
additional H Shares which may be issued by our
Company pursuant to the exercise of the Offer Size
Adjustment Option and the Over-allotment Option,
subject to adjustment as described in “Structure of the
Global Offering” in this prospectus
“International Offering” the offer of the International Offer Shares by the
International Underwriters at the Offer Price outside the
United States in offshore transactions in accordance with
Regulation S under the U.S. Securities Act, as further
described in “Structure of the Global Offering” in this
prospectus
“International Underwriters” the underwriters expected to enter into the International
Underwriting Agreement relating to the International
Offering
“International Underwriting
Agreement”
the underwriting agreement expected to be entered into
on or before May 19, 2025 by, among other parties, our
Company, the Joint Sponsors, the Overall Coordinators,
and the International Underwriters, as further described
in “Underwriting — Underwriting Arrangements —
International Offering — International Underwriting
Agreement” in this prospectus
“Joint Bookrunners,” “Joint
Global Coordinators,” and
“Joint Lead Managers”
the joint bookrunners, the joint global coordinators, and
the joint lead managers as named in “Directors,
Supervisors and Parties Involved in the Global Offering”
in this prospectus
“Joint Sponsors” the joint sponsors as named in “Directors, Supervisors
and Parties Involved in the Global Offering” in this
prospectus
“Latest Practicable Date” May 7, 2025, being the latest practicable date for the
purpose of ascertaining certain information in this
prospectus prior to its publication
“Listing” the listing of our H Shares on the Stock Exchange
DEFINITIONS
–2 7–


--- page 38 ---
“Listing Committee” the Listing Committee of the Stock Exchange
“Listing Date” the date expected to be on or about Tuesday, May 20,
2025, on which dealings in our H Shares first commence
on the Stock Exchange
“Listing Guide” or “Guide for
New Listing Applicants”
the Guide for New Listing Applicants as published by the
Stock Exchange, as amended, supplemented or otherwise
modified from time to time
“Listing Rules” or “Hong Kong
Listing Rules”
the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, as amended,
supplemented or otherwise modified from time to time
“Main Board” the stock exchange (excluding the option market)
operated by the Stock Exchange, which is independent
from and operated in parallel with the GEM of the Stock
Exchange
“Major Subsidiaries” the major subsidiaries of our Company listed in “History
and Corporate Structure — Our Major Subsidiaries”
“MIIT” Ministry of Industry and Information Technology of the
PRC (ʷ௅)
“MOF” or “Ministry of Finance” Ministry of Finance of the PRC (௅)
“MOFCOM” Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ
௅)
“NDRC” National Development and Reform Commission of the
PRC (ึ)
“NEA” National Energy Administration of the PRC ( ʕശɛ͏΍
ঐ๕҅)
“Ningbo Brunp” Ningbo Brunp Recycling Technology Co., Ltd. (Ԟ౷
ʮ̡), a company established on
December 2, 2019 in the PRC, and one of our Major
Subsidiaries
“Nomination Committee” the nomination committee of the Board
DEFINITIONS
–2 8–


--- page 39 ---
“NPC” National People’s Congress of the PRC ( ʕശɛ͏΍ձ਷
ɽึ)
“Offer Price” the final offer price per Hong Kong Offer Share in Hong
Kong dollars (exclusive of brokerage of 1.0%, SFC
transaction levy of 0.0027%, AFRC transaction levy of
0.00015% and Stock Exchange trading fee of 0.00565%)
at which Offer Shares are to be subscribed for and issued
pursuant to the Global Offering as described in “Structure
of the Global Offering — Pricing” in this prospectus
“Offer Share(s)” the Hong Kong Offer Share(s) and the International Offer
Share(s), together, where relevant, with any additional H
Shares which may be issued by our Company pursuant to
the exercise of the Offer Size Adjustment Option and/or
the Over-allotment Option
“Offer Size Adjustment Option” the option under the Hong Kong Underwriting
Agreement, exercisable by the Company with the prior
written agreement between the Company and the Overall
Coordinators (for themselves and on behalf of the
Underwriters) on or before the execution of the Price
Determination Agreement, pursuant to which the
Company may issue and allot up to an aggregate of
17,684,100 additional H Shares (representing in
aggregate approximately 15.0% of the Offer Shares
initially being offered under the Global Offering) at the
Offer Price, to cover additional market demand, as
described in “Structure of the Global Offering — Offer
Size Adjustment Option”
“Overall Coordinators” the overall coordinators as named in “Directors,
Supervisors and Parties Involved in the Global Offering”
DEFINITIONS
–2 9–


--- page 40 ---
“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 allot and issue up to an
aggregate of 17,684,100 additional H Shares
(representing in aggregate approximately 15.0% of the
Offer Shares initially being offered under the Global
Offering assuming the Offer Size Adjustment Option is
not exercised at all) or up to 20,336,700 additional H
Shares (representing in aggregate approximately 15.0%
of the Offer Shares being offered under the Global
Offering assuming the Offer Size Adjustment Option is
exercised in full), at the Offer Price to, among other
things, cover over-allocations in the International
Offering, if any. For details, see “Structure of the Global
Offering — Stabilization” in this prospectus
“Overseas Listing Trial
Measures”
the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies ( ྤʫΆ
) released by the
CSRC on February 17, 2023 and took effect on March 31,
2023
“PBOC” People’s Bank of China ( ʕ਷ɛ͏ვБ), the central bank
of the PRC
“PRC GAAP” generally accepted accounting principles in mainland
China
“PRC Legal Advisors” Llinks Law Offices, the legal advisors to our Company as
to the laws of the PRC
“Price Determination Date” the date, which may be any time between Tuesday, May
13, 2025 and Friday, May 16, 2025 and in any event no
later than 12:00 noon on Friday, May 16, 2025, on which
the Offer Price is to be fixed for the purposes of the
Global Offering
“Prismatic Super Line” or “PSL” an advanced proprietary battery production line
developed by CATL based on cutting-edge technologies
DEFINITIONS
–3 0–


--- page 41 ---
“prospectus” this prospectus being issued in connection with the Hong
Kong Public Offering
“R&D” research and development
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration and Appraisal
Committee”
the remuneration and appraisal committee of the Board
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“Ruihua Investment” Ruihua Investment (Hong Kong) Company Limited, a
private limited company incorporated in Hong Kong and
wholly owned by Mr. Zeng Yuqun as of the Latest
Practicable Date
“SAFE” State Administration of Foreign Exchange of the PRC ( ʕ
̮ි၍ଣ҅)
“SAMR” State Administration for Market Regulation of the PRC
(̹ఙ္ຖ၍ଣᐼ҅)
“SAT” State Administration of Taxation of the PRC ( ʕശɛ͏΍
೼ਕᐼ҅)
“Securities and Futures
Ordinance” or “SFO”
Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended, supplemented or
otherwise modified from time to time
“Securities Law” or “PRC
Securities Law”
the Securities Law of the PRC ( ʕശɛ͏΍ձ਷ᗇՎ
), as amended, supplemented or otherwise modified
from time to time
“SFC” the Securities and Futures Commission of Hong Kong
“Share(s)” ordinary share(s) of our Company with a nominal value
of RMB1.00 each, comprising A Shares and H Shares
“Share Incentive(s)” restricted stock(s) and/or stock option(s) granted under
the Share Incentive Plans (as the case may be)
DEFINITIONS
–3 1–


--- page 42 ---
“Share Incentive Plans” the share incentive plans of our Company currently in
effect, including the 2021 Share Incentive Plan, the 2022
Share Incentive Plan and the 2023 Share Incentive Plan
“Shareholder(s)” holder(s) of our Share(s)
“Shenzhen-Hong Kong Stock
Connect”
a securities trading and clearing links program developed
by the Hong Kong Stock Exchange, Shenzhen Stock
Exchange, HKSCC and China Securities Depository and
Clearing Corporation Limited for mutual market access
between Hong Kong and Shenzhen
“Stabilization Manager” China International Capital Corporation Hong Kong
Securities Limited
“State Council” State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Stock Exchange” or “Hong
Kong Stock Exchange”
The Stock Exchange of Hong Kong Limited, a wholly-
owned subsidiary of Hong Kong Exchanges and Clearing
Limited
“Strategy Committee” the strategy committee of the Board
“subsidiary(ies)” has the meaning ascribed to it in section 15 of the
Companies Ordinance
“Supervisor(s)” member(s) of the Board of Supervisors
“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-
backs issued by the SFC, as amended, supplemented or
otherwise modified from time to time
“Track Record Period” the three years ended December 31, 2022, 2023 and 2024
“UABC” United Auto Battery Co., Ltd. (ʮ
̡), a company established on June 8, 2017 in the PRC,
and one of our Major Subsidiaries
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the
International Underwriting Agreement
DEFINITIONS
–3 2–


--- page 43 ---
“United States,” “USA” or
“U.S.”
the United States of America, its territories, its
possessions and all areas subject to its jurisdiction
“U.S. dollars,” “US$” or “USD” United States dollars, the lawful currency of the United
States
“U.S. Securities Act” the United States Securities Act of 1933, as amended and
supplemented or otherwise modified from time to time,
and the rules and regulations promulgated thereunder
“V AT” value added tax
“White Form eIPO ” the application for Hong Kong Offer Shares to be issued
in the applicant’s own name by submitting applications
online through the designated website of White Form
eIPO Service Provider at www.eipo.com.hk
“White Form eIPO Service
Provider”
Computershare Hong Kong Investor Services Limited
“Xiamen Ruiting” Xiamen Ruiting Investment Co., Ltd. (ࠢ
ʮ̡), a limited liability company established in the PRC
and owned as to 55% by Mr. Zeng Yuqun and 45% by
Ruihua Investment as of the Latest Practicable Date
“2021 Share Incentive Plan” the restricted stock and stock option incentive plan
approved and adopted by Shareholders of our Company
on November 12, 2021, the principal terms of which are
set out in “Appendix VI — Statutory and General
Information — 4. Share Incentive Plans” to this
prospectus
“2022 Share Incentive Plan” the restricted stock and stock option incentive plan
approved and adopted by Shareholders of our Company
on September 5, 2022, the principal terms of which are
set out in “Appendix VI — Statutory and General
Information — 4. Share Incentive Plans” to this
prospectus
DEFINITIONS
–3 3–


--- page 44 ---
“2023 Share Incentive Plan” the restricted stock incentive plan approved and adopted
by Shareholders of our Company on August 24, 2023, the
principal terms of which are set out in “Appendix VI —
Statutory and General Information — 4. Share Incentive
Plans” to this prospectus
“%” per cent
For the purpose of this prospectus, references to “provinces” of China include provinces,
municipalities under direct administration of the central government and provincial-level
autonomous regions.
In this prospectus the terms “associate(s),” “close associate(s),” “connected person(s),”
“core connected person(s),” “connected transaction(s),” and “substantial shareholder(s)” shall
have the meanings given to such terms in the Listing Rules, unless the context otherwise
requires.
For ease of reference, the names of PRC laws and regulations, governmental authorities,
institutions, nature persons or other entities (including certain of our subsidiaries) have been
included in this prospectus in both the Chinese and English languages and in the event of any
inconsistency, the Chinese versions shall prevail. English translations of company names and
other terms from the Chinese language are provided for identification purposes only.
DEFINITIONS
–3 4–


--- page 45 ---
In this prospectus, unless the context otherwise requires, explanations and
definitions of certain terms used in this prospectus in connection with our Group and
our business shall have the meanings set out below. The terms and their meanings may
not correspond to standard industry meanings or usage of these terms.
“3D printing” a cutting-edge technology that enhances battery design,
prototyping, and production by building complex
structures layer by layer with high precision
“5G+” the integration of 5G technology with advanced digital
innovations to enhance R&D, battery manufacturing and
others
“AB battery system” a single battery system that combines two different types
of battery cells
“battery electric vehicle” or
“BEV”
a type of vehicle propelled solely by battery-powered
electric motors, without using internal combustion
engines
“behind-the-meter” energy
storage or “BTM” energy
storage
a type of energy storage system installed on the load side
of the grid
“BMS” Battery Management System
“C” or “C-rate” charge and discharge rate, an indicator for battery charge
and discharge speed. A 1C rating means a battery can be
charged or discharged completely in one hour at its rated
capacity; a 4C rating means a battery can be charged or
discharged completely in 15 minutes at its rated capacity
“cascade utilization” the reuse (which may or may not involve additional
limited processing) of retired rechargeable batteries in
another application
“cell” battery cell
“condensed battery” a type of lithium-ion battery with electrolyte containing
condensed matter
GLOSSARY
–3 5–


--- page 46 ---
“CTC” cell-to-chassis, a technology that integrates battery cells
directly into the vehicle chassis without modules nor
packs
“CTP” cell-to-pack, a technology that integrates battery cells
directly into the battery pack without modules
“CV” commercial vehicles
“digital twin simulation” the virtual mirroring of a physical battery system,
integrating technologies such as real-time data
monitoring, analysis, and advanced simulation
technologies to optimize battery design, manufacturing,
and performance
“DPPB” defective parts per billion, a quality control measurement
in manufacturing
“DPPM” defective parts per million, a quality control
measurement in manufacturing
“E-Bus” buses fully or partially propelled by battery-powered
electric motors
“E-LCV” light commercial vehicles, including vans and light-duty
trucks, fully or partially propelled by battery-power
electric motors
“E-Truck” medium- and heavy-duty trucks fully or partially
propelled by battery-powered electric motors
“electric vehicle” or “EV” vehicles powered fully or partially by battery, comprising
of BEV and PHEV
“electrochemical phase-field
methods”
computational modeling techniques that simulate and
predict the behavior of electrochemical systems at a
microscopic or mesoscale level by describing the
evolution of different phases (solid, liquid, or gaseous
states) and chemical compositions over time through the
solution of thermodynamic and kinetic equations
“energy density” the amount of energy that can be stored within a given
volume or given mass
GLOSSARY
–3 6–


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“ESS” energy storage system
“ESS battery” a battery used for energy storage system
“EV battery” a battery used in EV and other hybrid vehicles,
machinery, vessel, aircraft and other mobility
applications
“extreme manufacturing” a concept proposed by CATL for the intelligent
manufacturing of lithium-ion batteries. Specifically,
lithium-ion battery manufacturing requires strong
interconnection of multiple physical fields, multi-scale
control, and strict shape and performance control. To
address the challenges of large-scale, high-quality
manufacturing of lithium-ion batteries, CATL leverages
digitalization and intelligent technologies to optimize
systematic design, simulation, and key processes,
significantly improving production efficiency, yield rate,
and consistency
“front-of-the-meter” energy
storage system or “FTM”
energy storage system
a type of energy storage system installed on the utility or
grid side
“GW” Gigawatt, a unit for measuring power, 1 GW=1 billion
watts
“GWh” Gigawatt-hours, a unit of electric energy, 1 GWh=1
billion Wh
“kW” kilowatt, a unit for measuring power, 1 kW=1,000 watts
“kWh” kilowatt-hours, a unit of electric energy, 1 kWh=1,000
Wh
“L2” and “L3” two of the five levels of driving automation, classified by
SAE International
“LFP battery” a lithium-ion battery that uses lithium iron phosphate
(LiFePO
4) as the cathode material
GLOSSARY
–3 7–


--- page 48 ---
“life cycle” the number of times (or cycles) a battery can charge and
discharge until its retirement
“lighthouse factory” World Economic Forum-recognized factories,
showcasing best practices in the application of Fourth
Industrial Revolution (4IR or Industry 4.0) technologies
and representing the highest level of global intelligent
manufacturing and digitalization
“Lithium and Sodium AB” a single battery system that combines both lithium-ion
battery cell and sodium-ion battery cell
“lithium-ion battery” rechargeable batteries that utilize lithium ions as
conductive ions that move between the anode and
cathode, and charge and discharge through the mutual
conversion of chemical energy and electrical energy
“M3P battery” a lithium-ion battery that incorporates phosphate,
manganese or other metals in its cathode materials
“machine vision inspection” an advanced automated optical inspection technology
that uses cameras, sensors, image processing algorithms
and other technologies to detect defects, ensure quality,
and optimize production processes in battery
manufacturing
“microgrid” a local power generation and distribution system
integrating distributed energy sources, storage devices,
energy conversion equipment, loads, and monitoring and
protection devices, etc., which is able to operate on and
off grid
“molecular dynamics” a research method based on computer simulation that
tracks the movements and interactions of atoms and
molecules over time, providing insights into the dynamic
evolution of a system
“MWh” Megawatt-hours, a unit of electric energy, 1 MWh=1
million Wh
GLOSSARY
–3 8–


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“NCM” nickel-cobalt-manganese ternary materials, which can be
used as cathode materials for ternary batteries. Given
different ratios of nickel, cobalt and manganese, it can be
classified into NCM523, NCM622, NCM811, etc.
“Net Zero Tracker” a global database and analytical tool that monitors net
zero commitments from countries, regions, cities, and
major companies
“NEV” new energy vehicles, including EV , hydrogen and other
new type of fuel cell vehicles
“phase diagram theory” a scientific framework used to describe the stable and
metastable phases of a material under varying
temperature, pressure, and composition conditions, which
helps understand how materials transition between
different states (solid, liquid, gas) and phases (such as
crystalline structures or alloy compositions)
“PHEV” plug-in hybrid electric vehicles (including REV)
“PV” passenger vehicles
“REV” extended-range electric vehicles
“SGS” SGS is a Swiss multinational company headquartered in
Geneva, which provides inspection, verification, testing
and certification services
“sodium-ion battery” batteries that utilize sodium ions as conductive ions that
move between the anode and cathode, and charge and
discharge through the mutual conversion of chemical
energy and electrical energy
“solid-state battery” a type of rechargeable lithium-ion batteries that use
solid-state electrolyte
“ternary battery” a type of batteries that integrates a cathode composed of
three metallic elements, such as nickel, cobalt and
manganese
“TWh” Terawatt-hours, a unit of electric energy, 1 TWh=1 billion
kWh
GLOSSARY
–3 9–


--- page 50 ---
“unit economics” profitability at the battery product unit level, calculated
by deducting battery cost of sales from battery revenue
and then dividing by battery sales volume
“W” watt, a unit for measuring power
“Wh/kg” Watt hour per kilogram
GLOSSARY
–4 0–


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We have included in this prospectus forward-looking statements. Statements that
are not historical facts, including statements about our intentions, beliefs, expectations
or predictions for the future, are forward-looking statements.
This prospectus contains certain forward-looking statements and information relating to
us and our subsidiaries that are based on the beliefs of our management as well as assumptions
made by and information currently available to our management. When used in this prospectus,
the words “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “going forward,”
“intend,” “may,” “might,” “ought to,” “plan,” “potential,” “predict,” “project,” “seek,”
“should,” “will,” “would” and the negative of these words and other similar expressions, as
they relate to us or our management, are intended to identify forward-looking statements. Such
statements reflect the current views of our management with respect to future events,
operations, liquidity and capital resources, some of which may not materialize or may change.
These statements are subject to certain risks, uncertainties and assumptions, including the
other risk factors as described in this prospectus. You are strongly cautioned that reliance on
any forward-looking statements involves known and unknown risks and uncertainties. The
risks and uncertainties facing us which could affect the accuracy of forward-looking statements
include, but are not limited to, the following:
 our mission, goals and strategies;
 our future business development, financial conditions and results of operations;
 future developments, trends and conditions in the industries and markets in which
we operate or into which we intend to expand;
 our expectations regarding demand for and market acceptance of our products and
services;
 our expectations regarding our relationships with customers, business partners,
suppliers and other partners;
 changes in the macro environment, regional and global economy, as well as industry
trends related to our operations;
 our ability to adequately protect our reputation and brand image, as well as our
intellectual property rights;
 our ability to obtain adequate capital resources to fund future development plans;
 our ability to control costs, as well as to achieve and maintain operational efficiency;
FORW ARD-LOOKING STATEMENTS
–4 1–


--- page 52 ---
 our ability to attract and retain qualified personnel;
 competitive position in the industries and markets in which we operate or into which
we intend to expand;
 our proposed use of proceeds;
 rapid developments in technology and our ability to successfully keep up with
technological advancement;
 changes in currency exchange rates;
 relevant government policies and regulations relating to industries which we operate
in;
 certain statements in this prospectus with respect to trends in prices, operations,
margins, overall market trends, and risk management;
 volatilities in interest rates, equity prices, volumes, operations, margins, risk
management and overall market trends;
 various uncertainties described in the “Risk Factors;” and
 other statements in this prospectus that are not historical facts.
Subject to the requirements of applicable laws, rules and regulations, we do not have any
and undertake no obligation to update or otherwise revise the forward-looking statements in
this prospectus, whether as a result of new information, future events or otherwise. In light of
the aforementioned and other risks, uncertainties and assumptions, the forward-looking events
and circumstances discussed in this prospectus might not occur in the way we expect or at all.
Accordingly, the forward-looking statements are not a guarantee of future performance and you
should not place undue reliance on any forward-looking information. Moreover, the inclusion
of forward-looking statements should not be regarded as representations by us that our plans
and objectives will be achieved or realized. All forward-looking statements in this prospectus
are qualified by reference to the cautionary statements in this section.
In this prospectus, statements of or references to our intentions or those of the Directors
are made as of the date of this prospectus. Any such information may change in light of future
developments.
FORW ARD-LOOKING STATEMENTS
–4 2–


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Y ou should carefully consider all of the information in this prospectus, including
the following risk factors before making any investment decision in relation to the H
Shares. Our business, financial condition or results of operations could be materially
and adversely affected by any of these risks. The market price of the H Shares could
fall significantly due to any of these risks, and you may lose all or part of your
investment. The information given is subject to the cautionary statements in the section
headed “Forward-Looking Statements.”
We believe that there are certain risks involved in our operations, many of which are
beyond our control. Additional risks and uncertainties that are presently not known to us or not
expressed or implied below or that we currently deem immaterial could also harm our business,
financial condition and operating results. You should consider our business and prospects in
light of the challenges we face, including the ones discussed in this section.
RISKS RELATING TO OUR INDUSTRY AND BUSINESS
The demand in the end markets of our industry is constantly changing. If we are unable
to respond effectively to these changes, our business, results of operations and financial
condition will be materially and adversely affected.
We operate globally. Our business primarily focuses on the R&D, manufacturing and
sales of EV batteries and ESS batteries.
EV batteries are primarily used in EV , including PV and CV , and the electrification of
other emerging areas. The demand for electrification in these applications may fluctuate due
to various factors, including but not limited to the macroeconomic environment, end-user
preferences, cost efficiency, electrification technology and completeness of the infrastructure.
These factors may affect the demand for EV and thus affect the demand for EV batteries, and
as a result our EV battery business may not be able to maintain its growth rate during the Track
Record Period, which may in turn have a material adverse effect on our business, results of
operations and financial condition.
ESS batteries are widely adopted in both FTM and BTM applications. The demand for
ESS batteries in these applications is affected by various factors, including but not limited to
global power demand, global penetration rate of renewable energy sources such as wind and
solar, demand for grid stability, technological improvement in relevant areas (such as safety
and life cycle), as well as cost efficiency. These factors will affect the demand for ESS
batteries, thus our ESS battery business may not be able to maintain its growth rate during the
Track Record Period, which may in turn have a material adverse effect on our business, results
of operations and financial condition.
RISK FACTORS
–4 3–


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If we fail to maintain technology leadership in the battery industry, our operating results
may be adversely affected.
Since inception, we have consistently made significant investments in R&D, and achieved
technology leadership in battery materials, battery systems, battery recycling and other related
areas. Through these efforts, we have established industry-leading technological R&D
capabilities.
The battery and new energy industries are at a stage of rapid development and technology
innovation continues to emerge. We cannot guarantee that we will be able to timely adapt our
R&D focus to technological and industry trends, successfully launch and commercialize new
products, or complete our R&D goals within the anticipated time and budget. Meanwhile,
industry players are investing in the R&D of innovative technologies. If our competitors
develop new technologies that we fail to keep up with, these technologies may provide them
with performance or price advantage over us, potentially undermining our technology
leadership and competitive advantages. If any of these events occurs, our business, results of
operations and financial condition could be materially and adversely affected.
We face risks of changing new energy industry policies.
To address global climate change challenges, countries and regions worldwide are
increasingly emphasizing green and low-carbon, and sustainable development, and
implementing supportive policies for green and low-carbon development and energy transition.
In mainland China, under the national carbon neutrality target, the government has
promulgated, revised and updated policies to promote the development of non-fossil energy
sources, comprehensively drive green energy transition, encourage the development of NEV
and energy storage markets and guide high-quality development of lithium-ion battery
industry. These policies, among other factors, drive the development and growth in the EV
battery and ESS battery industries, and uncertainties and changes in level of support of such
policies may affect our operations.
Outside of mainland China, many countries and regions have implemented policies to
support the development of new energy industry and boost market demands, but there might
be additional requirements or restrictions on such supportive policies. Changes in these
policies or our failure to meet such conditions could adversely affect our operational results.
RISK FACTORS
–4 4–


--- page 55 ---
Our business faces competition.
We face competition in the global EV battery and ESS battery market. Our existing and
potential competitors may seek to increase their market share through measures such as
investing in R&D, increasing production capacity and aggressively conducting sales and
marketing activities. Our competitors may also attempt to attract customers or increase sales
volume by reducing price. Competitive pressures may adversely affect the demand and pricing
of our products, which in turn affect our growth and market share. If we fail to compete
effectively, we may not be able to maintain or expand our market share, which may adversely
affect our business, results of operations and financial condition.
We may face risks if there are quality issues with our products.
Batteries carry energy and are crucial to the performance and safety of EV and ESS;
hence, product quality is of significant importance. We are always highly committed to product
quality and safety, considering them vital to our operation. Our quality management and risk
control systems span across the entire product life cycle, including product design,
procurement, production, sales, usage and maintenance. We did not experience any major
product quality or safety issues during the Track Record Period. However, given that product
quality control involves complex processes and may be difficult to manage, and our products
have long life cycle, we cannot guarantee that there are no and will not be any quality issues
with our products.
Any quality issues with our battery products could compromise our product performance,
lose customers and/or orders, and reduce our profitability. In severe cases, we may need to
recall our products or take other measures. In addition, third parties who have suffered losses
may bring claims or legal proceedings against us. Any of these events could have an adverse
impact on our brand and reputation. Certain product liability claims may arise from defective
parts and components that we have procured from suppliers. While we may seek
indemnification from suppliers for these low quality materials or defective components, such
efforts may be costly, time-consuming and ultimately futile. These suppliers may not be able
to fully compensate us or at all, for the losses we suffer as a result of these defects and product
liability claims.
RISK FACTORS
–4 5–


--- page 56 ---
If we are unable to retain our existing customers or attract new customers, our business,
financial condition and results of operations could be materially and adversely affected.
Our EV battery customers primarily consist of domestic and international automotive
OEMs. Our ESS battery customers and partners mainly comprise ESS integrators, project
developers, and operators.
Our product quality and manufacturing capability are widely recognized globally.
However, our future success depends significantly on our ability to maintain and enhance such
customer relationship. If we are unable to retain existing customers or attract new customers
in the future due to our products failing to meet customer requirements or market demand, or
various other factors, our business, financial condition and results of operations will be
adversely affected.
We face uncertainties and risks in overseas manufacturing and operations.
Beyond China, we have established a manufacturing base in Thuringia, Germany, and we
are preparing and advancing our plant in Hungary, our JV factory with Stellantis N.V . in Spain,
and our battery value chain projects in Indonesia. We may continue to build overseas
manufacturing bases for batteries and related materials in the future. For details, see “Business
— Production — Manufacturing Bases.” The construction and operations in relation to these
overseas manufacturing bases are subject to various risks and uncertainties, including but not
limited to:
 political and economic instabilities, including changes in government policies or
regulations affecting foreign investments, economic fluctuations and currency
volatility, geopolitical tensions or conflicts impacting business operations;
 lack of familiarity with local laws, regulatory requirements and industry standards;
 potential differences in environmental, construction and other standards between
overseas and mainland China;
 lack of familiarity with local operating and market conditions;
 operational constraints imposed by local labor union systems and potentially more
stringent labor protection regulations;
 risk of legal proceedings in foreign jurisdictions;
 potential failure to achieve the expected returns from investing in manufacturing
bases;
 potential difficulties in managing relationships with foreign customers;
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 difficulties in enforcing agreements and collecting overdue receivables under local
legal systems;
 difficulties and costs of staffing and managing overseas operations;
 challenges due to differences in social environment, culture and languages;
 difficulties in managing relationships with local communities and potential disputes
with them; and
 other obstacles and risks related to overseas manufacturing and operations.
As a global company, our success depends, in part, on our ability to manage these risks.
The above-mentioned risks vary from country to country and are difficult to predict. We may
not be able to develop and implement initiatives that address these risks effectively in each
region in which we conduct business, and there can be no assurance that risks we may face as
we expand our overseas manufacturing and operations will not adversely affect our reputation,
business, results of operations, financial condition and the use of proceeds from the Global
Offering.
Price fluctuation and inadequate supply of materials and equipment for our production
could adversely affect our business, financial condition and results of operations.
The materials for battery manufacturing mainly include cathode, anode, separator and
electrolyte, which are significantly affected by the price of metals or commodities such as
lithium, nickel, and cobalt. The supply and prices of these materials may fluctuate depending
on a number of factors beyond our control, including but not limited to the availability of
upstream mining resources, market supply and demand, potential speculative activities, market
disruptions and natural disasters. Historically, we experienced significant price fluctuations of
certain raw materials for our production. For example, during the Track Record Period, the
price of lithium carbonate increased sharply and then declined significantly, resulting in
relatively substantial fluctuations in our costs. In addition, we also use other materials in our
production, including electronic parts and structural parts of batteries. Prices and supply of
these parts are also affected by factors such as supply and demand, and technological advances.
The above-mentioned price fluctuations and changes in supply of materials and parts required
for manufacturing may affect our procurement costs and production activities.
We also purchase various equipment used in our production. To ensure the quality of our
products, we purchase from reputable suppliers to ensure a secure, cost-efficient and timely
supply of critical equipment. If our suppliers fail to meet our requirements, our business and
results of operations may be affected.
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Our success depends on our ability to protect our intellectual property rights. Intellectual
property infringement by and disputes with third parties may adversely affect our
business, financial condition and results of operations.
We regard our patents, know-how, proprietary technologies, trademarks, copyrights,
domain names and other intellectual properties as critical to our business development and
operations, and we rely on both intellectual property laws and contractual arrangements, and
take a series of measures to protect our intellectual properties. Despite these measures, any of
our intellectual property rights could be challenged, invalidated, circumvented or
misappropriated, or such intellectual property may not be sufficient to provide us with
competitive advantages as we expected. In addition, there can be no assurance that our patent
applications will be approved, that any issued patents will adequately protect our intellectual
property, or that such patents will not be challenged by third parties or found by a judicial
authority to be invalid or unenforceable. Furthermore, we may not have sufficient intellectual
property rights in all countries and regions due to lack of comprehensive intellectual property
laws in certain regions, and our ability to protect our intellectual property rights differs by
jurisdiction.
We may be a party to claims and litigation as a result of infringement by third parties of
our intellectual property rights. Even when we sue the parties for such infringement, such
lawsuits may have adverse consequences for our business. Any of such lawsuits may be
time-consuming and costly to resolve and may divert our management’s time and attention
from our business. It could also result in a court or governmental agency invalidating,
narrowing the scope of, or rendering our patents or other intellectual property rights involved
in such lawsuits unenforceable which may significantly harm our business. Our products may
infringe issued patents of third parties. If any of our products infringes a valid and enforceable
patent, we may be prevented from selling, or choose to cease the sales of related products.
Additionally, we may face liabilities to our customers, business partners or third parties for
indemnification or other remedies in the event that they are sued for infringement in connection
with their use of our products.
We carefully select suppliers and adopt relevant management policies. However, there can
be no assurance that such measures will be sufficient to prevent suppliers from providing
products with potential intellectual property issues, nor can we guarantee that we will be able
to recover all damages or compensation from suppliers in respect of claims by third parties
against us for such products or intellectual property infringement. If any of these events occur,
our reputation could be damaged, and our business, financial condition and results of
operations may be adversely affected.
Our brand may be counterfeited and imitated. We cannot assure that brand counterfeiting
or imitation will not occur in the future or, if it does occur, that we will be able to identify or
address the problem effectively or in a timely manner. Any occurrence of counterfeiting or
imitation of our products or other infringement of our brand could adversely affect our
reputation and brand.
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Although we enter into employment agreements with confidentiality, non-compete
covenants and intellectual property ownership clauses, we cannot assure that these agreements
will not be breached, that we will have adequate remedies for any breach in time or at all, or
that our proprietary technology, know-how or other intellectual property will not otherwise
become known to third parties. Similarly, if we recruit employees who breached
confidentiality, and/or non-compete covenants with their prior employers, we may become
subject to claims that such employees have improperly used or disclosed trade secrets or other
proprietary information in violation of their confidentiality, and/or non-compete covenants in
a way that unduly benefits us.
We face potential challenges and risks managing the expansion into new products and new
businesses.
We continuously expand our products and business, including but not limited to
broadening our products applications and exploring integrated innovative solutions along the
battery value chain. The expansion of these products and businesses exposes us to a number
of risks and challenges, including but not limited to:
 failure of our new products or new businesses to be accepted by our customers or
to meet our expected targets;
 insufficient experience or expertise in expansion into certain new products or new
businesses, which may prevent us from effectively competing in these areas;
 failure to achieve expected investment returns from our new businesses;
 failure to make accurate analysis or judgment regarding market conditions of our
new businesses;
 increasing difficulty in managing the day-to-day operations of our businesses;
 inability to hire additional qualified personnel or to hire and retain personnel on
commercially reasonable terms;
 failure to enhance our risk management capabilities, internal control capabilities and
information technology systems in a timely manner to support the expansion of new
products and businesses;
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 potential failure to obtain regulatory approvals for our new products or new
businesses, or failure to timely respond to changes in legal or regulatory
requirements; and
 imitation or replication of our new products and businesses by competitors.
Furthermore, we may encounter other risks and difficulties when expanding our new
businesses through acquisitions and other forms. For details, see “— Our investments and
acquisitions may not realize the expected benefits.”
Our business may be adversely affected if we fail to obtain government approvals or
licenses for carrying out our operations and construction.
We are required to obtain certain licenses, permits (such as investment permits),
registrations, certificates, approvals and filings for our global business operations as well as for
new projects and project expansion. In addition, various completion inspections and
acceptances may be required before we commence production at new manufacturing bases.
We must meet various specific conditions in order for the government authorities to issue
or renew any such license, permit, registration, certificate, approval and filing, or complete
necessary inspection and acceptance. We cannot guarantee that we will be able to timely adapt
to new rules and regulations that may come into effect from time to time, which may affect our
business operations, or that we will not encounter material delays or difficulties in fulfilling the
necessary conditions to obtain and/or renew all necessary licenses, permits, registrations,
certificates, approvals and filings for our operations in a timely manner, or at all, in the future.
Therefore, in the event that we fail to obtain or renew, or encounter significant delays in
obtaining or renewing, the necessary government approvals for any of our operations, we will
not be able to continue with our relevant business development plans or production activities,
and our business, financial condition and results of operations may be adversely affected.
We face potential operational and safety risks in our production.
We face various potential operational and safety risks in our production, including but not
limited to: (i) social and labor unrest, environmental incidents or public health emergencies,
(ii) natural disasters (such as fires, floods, earthquakes, typhoons and other disasters), (iii)
disruption of utility supplies such as water, electricity, gas and telecom, (iv) production
accidents or interruptions due to operational errors, equipment breakdowns or improper
management, or (v) risks that may occur during the process of mining and refining of mineral
resources. Such risks may result in damages to, or destruction of, manufacturing facilities,
personal injury or death, environmental damages, economic loss and legal liabilities. The
occurrence of any of these events could result in the interruption of our operations and cause
us to suffer substantial losses or incur significant liabilities.
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Any interruption to our operations may result in our inability to design and manufacture
products as required by our customers and our inability to fulfill customers’ orders in a timely
manner or at all. This may result in financial loss and damages to our reputation, which will
adversely affect our business, results of operations, and financial condition.
Our investments and acquisitions may not realize the expected benefits.
We have made certain investments and acquisitions along the battery value chain. Such
investments and acquisitions may involve certain risks and uncertainties, including but not
limited to failure to achieve expected business objectives (such as expanding business,
securing supply and acquiring technologies), unanticipated costs, inadequate return on
investment and issues not discovered during the due diligence, which may adversely affect our
business, results of operations and financial condition.
In addition, we may expand into new businesses through investments or acquisitions.
Upon completion of such investment or acquisition, we may devote resources to support its
business development or conduct business integration. These activities involve certain risks
and uncertainties, and therefore there can be no assurance that we will be able to realize the
expected benefits.
We rely on third parties to provide logistics and warehousing services for our business. If
these third parties fail to provide reliable and timely services, our business, financial
condition and results of operations may be adversely affected.
We face complex environments in relation to logistics and warehousing, and therefore we
engage competent suppliers to provide related services. The operations of these suppliers may
be affected by various factors such as improper management, equipment breakdowns,
commercial disputes, labor shortages or strikes and natural disasters. If any of these suppliers
fails to provide reliable and timely services, or the price of such services increases
significantly, the supply of our products may be interrupted or our logistics or warehousing
costs may increase. In addition, we may not be able to identify suitable alternative suppliers,
which could adversely affect our business, financial condition and results of operations.
Our insurance coverage may not be sufficient to cover all losses, which may increase our
costs of operation.
Our current insurances include, among others, property insurance, product liability
insurance, environmental pollution liability insurance and cargo transportation insurance. We
do not, however, carry insurance in respect of certain situations that we believe are not
insurable under industry norm, or which are not on commercially acceptable terms, if at all,
such as those caused by war, tsunami, various environmental pollution, acts of terrorism, labor
strikes and civil unrest. Accordingly, there can be no assurance that our insurance coverage is
sufficient to prevent us from any loss or that we will be able to successfully claim our losses
under our current insurance policies on a timely basis, or at all. Any damages to our properties,
such as fixed assets and inventories, that are not covered by insurance may result in substantial
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losses for us. Nevertheless, we would remain obliged for any bank borrowings or other
financial obligations related to these damaged properties. If we incur any loss that is not
covered by our insurance policies, or the compensated amount is significantly less than our
actual loss, our business, financial condition and results of operations could be adversely
affected.
RISKS RELATING TO FINANCIAL, ACCOUNTING AND TAX MATTERS
We may need additional capital, but we may not be able to obtain financing on favorable
terms or at all.
We primarily relied on cash flow generated from operating activities and financing
activities to fund our business operations during the Track Record Period. We believe that
considering our current cash and cash equivalents, anticipated cash flow from operating
activities and estimated net proceeds from the Global Offering, we have sufficient funds to
meet our anticipated cash needs for the next 12 months. We may, however, require additional
cash resources due to changed business conditions or other future developments, including any
launch of new products and services, exploration of new businesses, expansion into new
countries and regions, various R&D activities and marketing initiatives or investments we may
decide to pursue. If we fail to obtain sufficient cash flow from operating activities, we may
need to obtain additional equity or debt financing. If such financing is not available to us on
satisfactory terms or in a timely manner, our ability to operate and expand our business or to
respond to competition could be adversely affected. Moreover, if we raise additional capital by
issuing shares or securities convertible into equity securities, the ownership of our existing
Shareholders may be diluted. In addition, our indebtedness may subject us to relevant
covenants that restrict our operations and our ability to effectuate certain corporate decisions
for our business and will require interest and principal payments for relevant indebtedness that
could create additional cash demands and financial risk for us.
Fluctuations in exchange rates may result in foreign currency exchange losses and may
have a material adverse effect on your investment.
A substantial portion of our revenue and cost of sales is denominated in RMB. However,
as we also operate a part of our business in certain countries and regions outside of mainland
China, and have certain debts and cash denominated in foreign currencies, we are exposed to
risks associated with foreign currency exchange fluctuations.
Changes in the foreign exchange rates could affect the results of our overseas operations.
Our revenue from overseas sales amounted to RMB76.9 billion, RMB131.0 billion and
RMB110.3 billion in 2022, 2023 and 2024, respectively, accounting for 23.4%, 32.7% and
30.5% of our total revenue for the same years, respectively. Certain of our income from
overseas sales is denominated in foreign currencies such as USD and EUR. In managing the
foreign exchange risks, we implement natural hedges and certain hedging instruments. We
decide to utilize certain hedging instruments, such as leveraging foreign exchange risk
contracts during the Track Record Period, depending on the nature of the transaction and
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financial market conditions to manage the associated foreign exchange risks, after conducting
a detailed assessment. As of December 31, 2022, 2023 and 2024, our derivative financial
instruments recorded as current assets amounted to RMB0.6 billion, nil and nil, respectively.
As of the same dates, our derivative financial instruments recorded as current liabilities
amounted to nil, RMB3.9 billion and RMB2.1 billion, respectively. We may maintain or further
enhance our hedging policies in the future. However, the effectiveness of these hedging
measures may be limited, and we may not be able to adequately cover our foreign exchange
exposure or at all.
It is difficult for us to predict how external factors may impact the exchange rate of RMB
to USD, EUR or other foreign currencies in the future. Further appreciation of RMB against
foreign currencies may affect our overseas operations. On the other hand, if we decide to
convert our RMB into Hong Kong dollars for dividends payment on our H Shares or for other
business purposes, any depreciation of RMB against the Hong Kong dollar would have a
negative effect on the value of, and any dividends payable on, our H Shares.
Failure to maintain optimal inventory levels could increase our inventory holding costs or
negatively impact our sales.
Our inventories primarily include finished goods, work-in-progress and raw materials. As
of December 31, 2022, 2023 and 2024, the balances of our inventories amounted to RMB76.7
billion, RMB45.4 billion and RMB59.8 billion, respectively. Our inventory turnover days were
78.8 days, 68.8 days and 70.2 days in 2022, 2023 and 2024, respectively. However, we may not
be able to effectively manage our inventory level or to identify any excessive build-up or
insufficient stock of inventory in our global operations. We may misjudge market demand.
Inventory levels in excess of customer demand may result in inventory write-downs or
write-offs, and the sale of excess inventory at discounted prices could impair the image of our
brands and harm our gross margin; but if we underestimate the demand for our products,
insufficient stock could result in delays in the shipment of our products, thereby impacting our
ability to generate sales and cause damages to our reputation and relationships with our
customers. Therefore, failure to maintain optimal inventory levels could increase our inventory
holding costs or cause us to lose sales, either of which could adversely impact our business,
financial condition and results of operations.
We are subject to credit risk in collecting trade and bills receivables due from customers.
We generally grant a credit period within 60 days to our major customers. As of December
31, 2022, 2023 and 2024, the balances of our trade and bills receivables amounted to RMB61.5
billion, RMB65.8 billion and RMB64.3 billion, respectively. Our trade and bills receivables
turnover days were 48.2 days, 57.9 days and 65.6 days in 2022, 2023 and 2024, respectively.
There is no assurance that all such amounts will be settled on time or at all, and we are subject
to credit risk in collecting the trade and bills receivables due from the customers. Our
performance, liquidity and profitability may be adversely affected if amounts due to us are not
settled on time or at all. The bankruptcy or deterioration of the credit condition of any of our
major customers could also materially and adversely affect our business.
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We may record impairments of non-financial assets (other than contract assets).
We may record impairments of non-financial assets (other than contract assets), which
may adversely affect our financial condition and results of operations. Goodwill, intangible
assets with indefinite useful life and intangible assets with those not yet available for use are
tested for impairment at least annually, irrespective of whether there is any indication that they
are impaired. All other assets are tested for impairment whenever there are indications that the
asset’s carrying amount may not be recoverable. We measure impairment by comparing the
carrying value of the asset to the recoverable amount of such asset, which is the greater of the
fair value less costs of disposal and the value in use. If the recoverable amount is less than the
carrying amount of such asset, we recognize an impairment loss based on the recoverable
amount of such asset. The application of impairment test to our non-financial assets also
requires management judgment regarding such assets.
We have investments in associates and joint ventures, and our financial condition and
results of operations may be affected by the fluctuation of share of results of such
investments.
During the Track Record Period, we invested in certain associates and joint ventures,
which were accounted for using the equity method. As of December 31, 2022, 2023 and 2024,
the balances of our investments in associates and joint ventures were RMB17.6 billion,
RMB50.0 billion and RMB54.8 billion, respectively.
Our equity investments may be subject to a variety of risks that are beyond our control,
including but not limited to the risks that (i) the investee company incurs liabilities and
expenses in excess of expectations and relevant negative matters that we fail to identify in our
due diligence; (ii) the investee company is making a loss; (iii) the investee company fails to
meet the conditions under which it may declare and pay dividends; or (iv) other shareholders
of these associates and joint ventures have economic or business objectives that are
inconsistent with ours, suffers financial difficulties, or is unable or unwilling to fulfill its
obligations under the investment contract. If any of these events occur, our business, financial
condition and results of operations may be adversely affected.
We are subject to liquidity risk associated with investments in associates and joint
ventures, especially when no dividends are declared by such parties and investments in these
vehicles not as liquid as other investment products. Large investment in an associate or a joint
venture would require significant financial resources, resulting in significant cash outflow,
increased debt financing, or both. As such, we may not be able to readily generate any cash
flow from our investment in associates and joint ventures to fund our operations from time to
time, or at all.
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We are exposed to changes in the fair value of our financial assets measured at fair value.
Fluctuations in their values would affect our results of operations and financial condition.
As of December 31, 2022, 2023 and 2024, we recorded financial assets measured at fair
value through profit or loss (“ FVTPL ”) of RMB4.6 billion, RMB2.8 billion and RMB17.4
billion, respectively. As of the same date, we recorded financial assets measured at fair value
through other comprehensive income (“ FVTOCI ”) of RMB39.5 billion, RMB69.4 billion and
RMB65.2 billion, respectively. Fair values of financial assets at FVTPL and financial assets at
FVTOCI are determined based on quoted prices in active markets, other market-observable
inputs, or unobservable inputs using valuation techniques. For details, see Note 21 and Note
22 to the Accountants’ Report as set out in Appendix I to this prospectus.
For financial assets measured at FVTPL and FVTOCI, factors beyond our control can
significantly influence and cause adverse changes to the market-observable inputs that we use
and thereby affect the fair value of such financial assets. These factors include, but are not
limited to, general economic condition, changes in market interest rates, stability of the capital
markets, shifts in our creditworthiness and other market-driven variables. Any of factors could
cause the fair values to fluctuate or our estimates to vary from actual results, which could
materially and adversely affect our results of operation and financial condition. Additionally,
judgment and estimation are required in establishing the relevant valuation techniques where
market-observable data for certain financial assets are not readily available, which inherently
involves a certain degree of uncertainty. Changes in assumptions relating to our valuation could
result in material adjustments to the fair value of such financial assets, which may have a
material adverse effect on our financial position and results of operations.
Our interest-bearing indebtedness exposes us to interest rate risk in relation to our
floating-rate debt, and our level of indebtedness may prevent us from meeting relevant
obligations under our indebtedness, which may adversely affect our ability to raise
additional capital to fund our operations.
During the Track Record Period, we had certain borrowings to finance our business
operations and capital expenditures. We expect that we may continue to do so in the future and
our liquidity risk may increase. As of December 31, 2022, 2023 and 2024, our borrowings
amounted to RMB100.9 billion, RMB126.1 billion and RMB137.0 billion, respectively. As of
the same dates, the borrowings bore an effective interest rate from 0.65% to 6.25%, 1.20% to
6.33% and 1.74% to 5.48% per annum, respectively.
We are exposed to interest rate risk resulting from interest rate fluctuations. Rising
interest rates could increase interest expenses relating to our outstanding floating-rate
borrowings, which could materially and adversely affect our business, results of operations,
financial condition and prospects.
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We cannot assure you that we will not have a substantial amount of borrowings in the
future. The high amount of borrowings may (i) make it more difficult for us to fulfill our
obligations under relevant indebtedness, exposing us to the risk of default, which, in turn,
would negatively affect our ability to operate as a going concern; (ii) require us to allocate a
higher portion of our cash flow from operations to fund repayments of principal and interest
on our borrowings, thus reducing the availability of our cash flow for other purposes (such as
working capital, capital expenditure and other corporate purposes); (iii) expose us to higher
pressure under adverse economic or industry conditions; (iv) limit our flexibility in planning
for strategic targets, or reacting to changes in our business or in the industry in which we
operate; (v) potentially restrict us from pursuing potential strategic business opportunities; (vi)
limit our ability to borrow additional funds; (vii) increase our exposure to interest rate
fluctuations; (viii) increase our exposure to unpredictable adverse events, such as not having
enough cash to cover potential product liability and/or expenses for upgrading technologies or
equipment requirement for our production; and (ix) limit our finance budget, each of which
will materially and adversely impact our business, results of operations and financial condition.
As a result of the covenants and restrictions, our business may be limited, and we may
be unable to raise additional debt or equity financing to compete effectively or to take
advantage of new business opportunities. A breach of any of the restrictive covenants could
result in a default with respect to the related indebtedness. If a default occurs, the relevant
lenders could demand immediate payment. This, in turn, could cause cross-default or payment
acceleration of our other debts. In the event that some or all of our debt payments are
accelerated and become immediately due and payable, we may not have the funds to repay, or
the ability to refinance, such debt.
Failure to fulfil our obligations in respect of contract liabilities could materially and
adversely affect our results of operation, liquidity and financial position.
Our contract liabilities are recognized when payment from a customer is received or is
due (whichever is earlier) before we transfer the related goods or services. As of December 31,
2022, 2023 and 2024, we had contract liabilities of RMB29.4 billion, RMB30.1 billion and
RMB33.2 billion, respectively. If we are not able to fulfil our obligations with respect to our
contract liabilities, the amount of such contract liabilities will not be recognized as revenue.
As a result, our results of operations, liquidity and financial position may be materially and
adversely affected.
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RISKS RELATING TO OUR OPERATIONS
If our current and future infrastructure, internal systems, operational processes, and
control measures are unable to support our continuous business expansion, our business
and prospects may be materially and adversely affected.
Our business has been growing in recent years, so has the scope of our business and
number of employees. As we expand our product portfolio, customer base and geographical
coverage, we will need to work with a larger number of suppliers and partners efficiently. We
also need to continuously enhance and upgrade our infrastructure and technology, optimize our
supplier management, refine our reporting systems and operational procedures, expand our
employee base, train and incentivize our employees, and improve our internal control. All these
efforts will require significant managerial, financial and human resources. We cannot assure
you that such efforts will be successful. We cannot assure you that our current and future
infrastructure, internal systems, operational procedures and internal control measures will be
adequate and successful to support our expanding business or that our strategies and new
business initiatives will be executed successfully. In addition, changes and developments
taking place in industries that we operate in may also require us to re-evaluate our business
model and adopt material changes to our long-term strategies and business plans. Our failure
to adapt to these changes and developments and innovate may have a material adverse effect
on our business, financial condition and results of operations. Even if we adapt to these
changes and developments and innovate, we may nevertheless fail to realize the anticipated
benefits of changes due to these measures, or our profitability may be harmed as a result.
Our success relies largely on the continued service of our senior management and key
technical personnel. Any loss of key personnel may materially and adversely affect our
business, financial condition and results of operations.
Management and R&D capabilities are one of the key factors for our business
development and competitive advantages. Our sustainable growth relies heavily on our ability
to maintain a highly skilled senior management and technical team. We place great emphasis
on cultivating and recruiting management and technical talent to ensure effective coordination
and successful implementation of our management and R&D activities. To maintain the
motivation and stability of our core management and technical personnel, we have established
incentive schemes that encourage technical innovation, effectively ensuring the stability of our
R&D system and continuous improvement of our R&D capabilities. However, due to intense
competition for talent, we may face risks of losing core management and technical personnel.
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Any litigation, legal and contractual disputes, claims or administrative proceedings
against us could be costly and time-consuming to defend or settle, and could adversely
affect our reputation.
Our business is subject to the risk of disputes, claims or legal proceedings brought by
customers, suppliers, employees, government agencies and others in the forms of private
actions, administrative proceedings, regulatory actions or other litigation. The outcome of such
proceedings can be difficult to assess.
Claimants in such proceedings may seek recovery of large or indeterminate amounts, and
the magnitude of potential losses relating to such disputes may remain unknown for a
substantial period of time. The cost of defending future disputes or proceedings may be
significant and could negatively affect our results of operations if changes to our business
operations are required as a result of such disputes or proceedings. Such disputes or
proceedings could also adversely affect our reputation, regardless of whether the allegations
are valid or whether we are ultimately found liable. As a result, any significant dispute or
proceeding could adversely affect our business, results of operations, financial condition or
reputation.
We face risks in relation to the buildup of our production capacity.
Our future success and growth potential are dependent on our ability to effectively
manage our production capacity and successfully implement our production capacity
construction plan. However, there is no assurance that such construction plan will be
successfully implemented as scheduled or will be commercially successful. Our production
capacity construction plan may also be subject to interruptions caused by risks commonly
associated with large construction projects, such as insufficiency of capital, failure to obtain
requisite approvals from regulatory authorities, adverse weather conditions, natural disasters,
accidents and unforeseen circumstances and problems, and other factors beyond our control. As
such, we may not be able to achieve the planned production capacity construction on time.
We may be the subject of unfair competition, harassing, or other detrimental conduct by
third parties including complaints to regulatory authorities, negative social media
postings, and the public dissemination of malicious statements related to us that could
harm our reputation and cause us to lose market share, customers and revenue.
We may be the subject of unfair competition, harassing, or other detrimental conduct by
third parties. Such conduct includes complaints to regulatory authorities, negative social media
postings, and malicious assessments against us. We may be subject to government or regulatory
investigation as a result of such third-party conduct and may be required to spend significant
time and incur substantial costs to address such third-party conduct, and there is no assurance
that we will be able to conclusively refute each of the allegations within a reasonable period
of time. Additionally, allegations against us, may be disseminated by anyone, whether or not
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related to us. Social media often publish such content without verifying the accuracy of the
content posted and without affording us an opportunity for redress or correction. The
occurrence of any of these events may harm our reputation, and in turn may cause us to lose
customers and revenue.
We may not be able to detect and prevent fraud or other misconduct committed by our
employees, customers, suppliers or third parties.
We may be exposed to fraud or other misconduct committed by our employees,
customers, suppliers or third parties that could affect our reputation and subject us to litigation,
financial losses and penalties imposed by governmental authorities. Such misconduct could
include:
 concealing unauthorized or unlawful activities, such as money laundering, offering
bribes to, or receiving bribes from counterparties in return for any type of benefit or
gain;
 intentionally concealing material facts or failing to perform necessary due diligence
procedures, and failing to identify potential risks that are material to our business
decisions;
 improperly using or disclosing confidential information;
 misappropriating funds;
 conducting transactions that exceed authorized limits;
 engaging in misrepresentation or fraudulent, deceptive or otherwise improper
activities;
 engaging in unauthorized transactions to the detriment of our customers; or
 otherwise failing to comply with applicable laws or our internal policies and
procedures.
Our internal control procedures are designed to monitor our operations and ensure overall
compliance. However, such internal control procedures may be unable to identify all instances
of non-compliance or suspicious transactions in a timely manner, or at all. Furthermore, the
precautions we take to detect and prevent fraud and other misconduct may not be effective.
There is no assurance that we will not be involved in fraud or other misconduct in the future.
If such fraud or other misconduct does occur, it may adversely affect our reputation.
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Policies and regulations affecting, among other things, international trade and investment
may adversely affect our business and results of operations.
We have operations in a number of jurisdictions. Therefore, we must be in compliance
with government policies affecting international trade and investment, including but not
limited to investment controls and restrictions, capital regulations, economic or trade
sanctions, import and export regulations, tariffs or foreign investment filings and approvals.
These policies change from time to time and are subject to a high degree of uncertainty. For
example, we face risks associated with changes in trade policies or tariff regulations. Recently,
the U.S. government has been rolling out a series of tariffs and relevant new policies, affecting
various countries or regions as well as industries. In particular, on September 13, 2024, the
Office of the United State Trade Representative announced a plan to raise the additional tariff
rate applicable to U.S. imports of lithium-ion EV batteries and lithium-ion non-EV batteries
from China, pursuant to Section 301 of the Trade Act of 1974, to 25%, effective from
September 27, 2024 and January 1, 2026, respectively. Starting from March 4, 2025, the
additional tariffs on imports from China imposed by the U.S. government has been raised to
20%. On March 26, 2025, the U.S. government announced to impose a 25% tariff on
automobiles and certain automobile parts imported from all countries pursuant to authority
granted by Section 232 of the Trade Expansion Act of 1962. In April 2025, the U.S. announced
new reciprocal tariffs on all imports into the United States and made several subsequent
modifications. The aforementioned tariff policies have been rapidly evolving. In recent years,
the contribution of our revenue generated from products that were directly exported to the U.S.
from China were relatively limited, however we cannot predict how tariff policies in various
countries may further evolve or anticipate any potential impacts of subsequent developments
in such policies on our business. If we, our customers or other partners are therefore affected,
our business, financial condition, results of operations and financing capability may be
affected.
We noted that the U.S. Department of Defense (“ DoD”) included our Company in the list
of Chinese Military Companies on January 7, 2025. We made a public response on the same
day. We have never engaged in any military-related businesses or activities, therefore such
designation by the DoD is a mistake. It does not restrict us from conducting business with
entities other than a small number of U.S. governmental authorities, thus is expected to have
no substantial adverse impact on our business. We are proactively engaging with DoD to
address the false designation. We cannot guarantee that such attempts will be successful or that
the relevant government agencies will not take any further actions. We may be subject to such
actions, which may have a material adverse effect on our business and results of operations.
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Our compliance and risk management systems may not be sufficient to protect us from
credit, market, liquidity, operation and other risks.
Given our global business operations, we must comply with a broad range of legal and
regulatory requirements in multiple jurisdictions and local operational business processes. We
have established compliance and risk management systems that support our operational
business processes to comply with laws and regulations. However, there can be no assurance
that our compliance and risk management systems are adequate to address all applicable risks
in every jurisdiction. Similarly, we can provide no assurance that such internal controls and
systems of joint ventures and other business partners can be aligned with our own, and we may
have to rely on their internal controls and systems for the compliance of their business
practices.
In addition, the policies we have put in place to prevent direct or indirect acts of
corruption, bribery, anti-competitive behavior, money laundering, breaches of sanctions, fraud,
deception, tax evasion and other criminal or improper conduct may be insufficient to prevent
such non-compliance.
The occurrence of any of these risks may result in reputational damages and material
adverse legal consequences, including without limited to suspension or revocation of our
relevant licenses related to business operation, revocation of qualifications of our management
or employees, the imposition of fines or sanctions and penalties on us or the members of our
management or employees and could lead to the assertion of damages claims by third parties
or to other detrimental legal consequences, including civil and criminal penalties. If any of
these risks were to materialize, this could also have a material adverse effect on our business,
financial condition and results of operations, reputation or prospects.
Our operations rely on IT systems and networks, and any IT system failures, network
disruptions or cybersecurity breaches may affect our business.
We rely extensively on IT systems, some of which are supported by third-party vendors,
to manage and operate our business. If these systems malfunction, cease or experience
interruptions in normal operations, experience security breaches or do not provide the
anticipated benefits, our ability to manage our operations could be impaired, which could have
an adverse impact on our operations and financial condition. If the software installed on the
computers used by us and our employees is not properly authorized or licensed, we may be
subject to claims or litigations from software vendors. We may be subject to IT system failures
or network disruptions caused by natural disasters, accidents, power disruptions, telecom
failures, acts of terrorism or war, computer viruses, physical or electronic break-ins or other
events. We have business continuity and disaster recovery ability, which may not be sufficient
for managing operational disruptions resulting from circumstances beyond our control.
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Our IT systems may be subject to computer viruses, malicious codes, unauthorized
access, phishing and other cyberattacks. We continue to assess potential threats and adopt
proper measures to address these threats. However, because the techniques used in these
cyberattacks change frequently and may be difficult to detect for periods of time, we may face
difficulties in implementing adequate preventative measures. To date, we have seen no material
impact on our business or operations from these attacks. However, we cannot guarantee that
our efforts will prevent attacks or breakdowns to our or our third-party providers’ databases or
systems. If the IT systems, networks or service providers we rely upon fail to function properly
and we do not effectively address these failures on a timely basis, we may be exposed to
business harm as well as litigation and regulatory action, including administrative fines, which
could adversely affect our business and financial condition.
We are subject to risks relating to some of the properties we use.
We lease certain properties primarily to be used for warehousing. We may not be able to
extend or renew such leases on commercially reasonable terms, or at all. This could disrupt our
operations and result in significant relocation expenses. We may not be able to locate desirable
alternative sites for warehousing.
Under laws and regulations in mainland China, all lease agreements are required to be
registered with the local housing authorities. As of December 31, 2024, we had not completed
such registration for certain of the lease agreements for the leased properties that we held.
Although failure to do so does not in itself invalidate the leases, the lessees may not be able
to defend these leases against bona fide third parties and may also be exposed to potential fines
if they fail to rectify such non-compliance within the prescribed time frame after receiving
notice from the relevant government authorities in mainland China. The fine ranges from
RMB1,000 to RMB10,000 for each unregistered lease, at the discretion of the relevant
authority. We cannot assure you that the lessors will cooperate and complete the registration
in a timely manner once we are required to do so. In the event that any fine is imposed on us
for our failure to register our lease agreements, we may not be able to recover such losses from
the lessors.
We may suffer losses caused by the occurrence of extraordinary events, including natural
disasters or outbreaks of contagious diseases.
Our business may be adversely affected by the occurrence of typhoons, severe storms,
earthquakes, floods, fires or other natural disasters or similar events especially in the areas
where we operate. In addition, any outbreak of a contagious disease, such as severe acute
respiratory syndrome (SARS), Middle East respiratory syndrome, avian influenza or novel
coronavirus disease (COVID-19), could disrupt our operations with respect to our global
supply chain, production, delivery and sales. Such events could decrease the demand for our
products, impact the productivity of our workforce, make it difficult or impossible for us to
manufacture and deliver products to our customers in a timely manner, or to receive materials
and equipment from our suppliers. Should major public health emergencies, including
pandemics, arise, we could be adversely affected by more stringent employee travel
restrictions, additional requirements in freight, relevant policies affecting the movement of
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products between regions, delays in the ramp-up of the production capacity and disruptions in
the operations of our suppliers. In the event of a natural disaster, we could incur significant
losses, which could require substantial recovery time and result in significant expenditures in
order to resume operations.
Differences embedded in the legal systems of certain geographic markets where we
operate could affect our business, financial condition and results of operations.
The legal systems of the geographic markets where we operate vary significantly from
jurisdiction to jurisdiction. Some jurisdictions have a civil law system based on written statutes
and others are based on common law. Unlike the common law system, prior court decisions
under the civil law system may be cited for reference but have limited precedential value.
The legal systems of some geographic markets where we operate are consistently
evolving. Laws and regulations that are recently enacted may not sufficiently cover all aspects
of economic activities in such markets. In particular, the interpretation and enforcement of
these laws and regulations are subject to future implementations, and the application of some
of these laws and regulations to our businesses still needs further clarification. Since local
administrative and court authorities are authorized to interpret and implement statutory
provisions and contractual terms, it may be difficult to evaluate the outcome of administrative
and court proceedings and the level of legal protection we have in many of the geographic
markets where we operate. Local courts may have discretion to reject enforcement of foreign
awards or arbitration awards, which may affect our judgment on the relevance of legal
requirements and our ability to enforce our contractual rights or claims.
Furthermore, many of the legal systems in the geographic markets where we operate are
based in part on their respective government policies and internal interpretations, some of
which may have retroactive effects. As a result, we may not be aware of our violation of certain
policies or rules until sometime after the violation. In addition, administrative and court
proceedings in certain of our geographic markets may be protracted, resulting in substantial
costs and diversion of resources and management attention depending on the complexity of the
cases.
Scrutiny and regulations of the industries in which we operate may further increase, and
we may be required to devote additional legal and other resources to addressing these
regulations. Developments in current laws or regulations or the imposition of new laws and
regulations in our geographic markets may affect the growth of our industries and affect our
business, financial condition and results of operations.
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RISKS RELATING TO GOVERNMENT REGULATIONS
Developments in social and economic policies, as well as the interpretation and
enforcement of laws, rules and regulations, may affect our business, financial condition,
results of operations and prospects.
We operate in the PRC and some overseas regions and therefore our business, financial
condition, results of operations and prospects may be affected by local economic, social and
legal policies. We cannot guarantee that our business operations will be able to benefit from
such measures. In addition, laws, rules and regulations may also be amended from time to time,
and the application, interpretation and enforcement of such evolving laws, rules and
regulations may affect our business operations. Any of the foregoing may have a material and
adverse effect on our business, financial condition, results of operations and prospects.
We are subject to various laws, regulations and regulatory standards and any inability to
comply with such requirements and standards may subject us to liabilities.
We are subject to various laws and regulations in the PRC and other jurisdictions in which
we operate and are required to comply with all relevant requirements and standards.
For example, we are required to contribute to a number of social insurance funds,
including funds for pension insurance, unemployment insurance, basic medical insurance,
work-related injury insurance, maternity insurance and housing provident fund on behalf of our
employees in mainland China. According to the Regulation on the Administration of Housing
Provident Funds (၍ଣૢԷ), a mainland China enterprise is required to set up
housing provident fund accounts and pay the housing provident fund in time and in full for its
employees. According to the PRC Social Insurance Law (), a
mainland China enterprise is required to complete social insurance registration for its
employees and to pay the social insurance contributions in time and in full. Although we had
not been subject to any administrative penalties in connection with our contribution of social
insurance plans and housing provident fund during the Track Record Period, there is no
assurance that our historical and current practice with respect to the contribution of social
insurance plans and housing provident fund will at all times satisfy the government authorities
in mainland China mainly due to the evolving interpretation and implementation of these laws
and regulations. In the event of any such non-compliance, we may be required to pay any
shortfall in the contribution of social insurance plans and housing provident fund within a
prescribed time period and to pay penalties if we fail to do so. In addition to the above, if we
fail to comply with any other relevant labor laws and regulations in mainland China, we may
be exposed to penalties or be required to compensate employees.
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Given the magnitude, complexity and continuous amendments to these laws and
regulations, compliance therewith may be onerous and may involve substantial financial
resources as well as other resources to establish efficient compliance and monitoring systems.
The liabilities, costs, obligations and requirements associated with these laws and regulations
may therefore be substantial and may delay the commencement of, or cause interruptions to,
our operations. Non-compliance with the laws and regulations applicable to our operations may
even result in substantial penalties or fines, suspension or revocation of our relevant licenses,
among other things. Such events could impact our results of operations and financial condition.
We are exposed to risks in relation to work safety and occurrence of accidents as well as
other operational, transportation-related, occupational and environmentally related
risks, which could materially and adversely affect our business, financial condition and
results of operations.
Our business and production are subject to various risks, including operational and
transportation-related risks and occupational and environmental hazards. We must comply with
the extensive environmental, handling of hazardous substances, chemical manufacturing,
health and safety laws and regulations and stringent standards in relation to the manufacturing
and sale of battery products which are promulgated by the government authorities in mainland
China. According to these laws and regulations, we are required to maintain safe production
conditions and protect the occupational health of our employees. We may experience various
types of difficulties in connection with the manufacturing of our products. Some of our raw
materials and chemicals are hazardous and their storage and use in the manufacturing process
involve inherent risks including the leakage of flammable substances, toxic gases and liquids,
equipment failures, industrial accidents, fires and explosions. Accidents, if they occur, could
materially affect our production and may give rise to personal injuries and fatalities, damages
to or destruction of properties or manufacturing facilities, and pollution and other
environmental damages. Any of these consequences, if significant, could result in business
interruption, legal liability and damages to our reputation and corporate image. While we
conduct regular inspections of the facilities we operate and conduct regular equipment
maintenance to ensure that our operations comply with applicable laws and regulations, we
cannot assure you that we will not experience any major accidents or work-related injuries in
our future production processes.
Our operations may also be subject to difficulties related to the manufacturing such as
capacity constraints, mechanical and systems failures, construction and upgrade delays and
equipment delivery delays, any of which could cause suspension of production and reduced
output. Scheduled and unscheduled maintenance programs may also affect our manufacturing
output. Any significant production suspension or reduction could adversely affect our ability
to produce and sell our products, which could have a material adverse effect on our business,
financial condition and results of operations.
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Our business is subject to a variety of laws, rules, policies and other obligations regarding
data protection domestically and aboard. Any losses or unauthorized access to or
unauthorized releases of confidential information and personal data could subject us to
significant reputational, financial, legal and operational consequences.
Our business involves the utilization and storage of confidential information, including
but not limited to personal information with respect to our employees. We are subject to laws
relating to the collection, use, retention, protection and transfer of personal information
domestically and aboard. In many cases, these laws apply not only to third-party transactions,
but also may restrict transfers of personal information between us and our overseas
subsidiaries. Several jurisdictions have passed laws in this area, and other jurisdictions are
considering imposing additional restrictions. These laws continue to develop and may vary
from jurisdiction to jurisdiction. Complying with emerging and changing overseas
requirements may cause us to incur substantial costs or require us to change our business
practices. Non-compliance could result in significant penalties or legal liability. Any failure by
us to comply with other domestic and foreign privacy-related or data protection laws and
regulations could result in proceedings against us by governmental entities or others, which
may lead to reputational impacts and significant legal liabilities.
We have implemented systems and processes intended to secure our information
technology systems and prevent unauthorized access to or loss of sensitive data, including
through the use of encryption and authentication technologies. As with all companies, these
security measures may not be sufficient for all eventualities and may be vulnerable to hacking,
employee error, malfeasance, system error, faulty password management or other non-
compliant incidents.
We are subject to certain regulatory requirements over foreign currency conversion and
remittance.
We receive a majority of payments from our operations in mainland China in RMB and
may need to convert certain Renminbi into other currencies for payment of dividends, if any,
to holders of our Shares, and to fund our business activities outside of mainland China, among
other things. The convertibility of RMB into foreign currencies and, in certain cases, the
remittance of currency out of mainland China are subject to related regulatory requirements.
Shortages in the availability of foreign currency may restrict our ability to remit sufficient
foreign currency to pay dividends or other payments, or otherwise fulfill our foreign currency
denominated obligations.
Under current foreign exchange regulations of mainland China, payment of current
account items, including profit distributions and trade and service-related foreign exchange
transactions, can be made in foreign currencies without prior approval from the SAFE or its
local branches, through licensed banks for foreign exchange business, by complying with
certain procedural requirements. If we cannot fulfill the regulatory requirements over foreign
currency conversion to obtain sufficient foreign currencies to satisfy our foreign currency
demands, we may not be able to pay dividends in foreign currencies to our Shareholders.
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However, prior registration and other procedures with competent government authorities is
required where Renminbi is to be converted into foreign currency and remitted out of mainland
China to pay capital expenses. Further, there is no assurance that new regulations will not be
promulgated in the future that would have further requirements on the remittance of Renminbi
into or out of mainland China. Any existing and future requirements on currency exchange may
limit our ability to purchase raw materials and components outside of mainland China or
otherwise fund any future business activities that are conducted in foreign currencies.
Non-PRC resident holders of our H Shares may be subject to mainland China income tax
obligations.
Under the EIT Law and its implementation rules, subject to any applicable tax treaty or
similar arrangement between the mainland China and a non-mainland China investor’s
jurisdiction of residence that provides for a different income tax arrangement, mainland China
withholding tax at the rate of 10% is normally applicable to dividends from mainland China
sources payable to investors that are non-PRC resident enterprises, which do not have an
establishment or place of business in mainland China, or which have an establishment or place
of business in mainland China if the relevant income is not effectively connected with such
establishment or place of business. Any gains realized on the transfer of shares by such
investors are subject to a 10% mainland China income tax rate if such gains are regarded as
income from sources within mainland China unless a treaty or similar arrangement provides
otherwise.
Under the Individual Income Tax Law of the PRC ()
and its implementation rules, dividends from sources within mainland China paid to foreign
individual investors who are not PRC resident individuals are generally subject to a
withholding tax at a rate of 20% and gains from mainland China sources realized by such
investors on the transfer of shares are generally subject to a 20% income tax rate, in each case,
subject to any reduction or exemption set forth in applicable tax treaties and laws in mainland
China. Pursuant to the Circular on Questions Concerning the Collection of Individual Income
Tax Following the Repeal of Guo Shui Fa [1993] No. 045 (਷೼೯[1993]045 ໮˖΁ᄻ
) (Guo Shui Han [2011] No. 348) dated June 28, 2011,
issued by the SAT, dividends paid to non-PRC resident individual holders of H Shares are
generally subject to individual income tax of mainland China at the withholding tax rate of
10%, depending on whether there is any applicable tax treaty between the PRC and the
jurisdiction in which the non-PRC resident individual holder of H Shares resides as well as the
tax arrangement between mainland China and Hong Kong. Non-PRC resident individual
holders who reside in jurisdictions that have not entered into tax treaties with mainland China
are subject to a 20% withholding tax on dividends received from us. However, pursuant to the
Circular Declaring that Individual Income Tax Continues to be Exempted over Income of
Individuals from Transfer of Shares (ஷ
) issued by the MOF and the SAT on March 30, 1998, gains of individuals derived from
the transfer of listed shares of enterprises may be exempt from individual income tax. In
addition, on December 31, 2009, the MOF, the SAT and the CSRC jointly issued the Circular
on Relevant Issues Concerning the Collection of Individual Income Tax over the Income
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Received by Individuals from Transfer of Listed Shares Subject to Sales Limitation (ࡈ׵
) (Cai Shui [2009] No. 167)
which states that individuals’ income from the transfer of listed shares on certain domestic
exchanges shall continue to be exempted from individual income tax, except for the relevant
shares which are subject to sales restrictions as defined in the Supplementary Circular on
Relevant Issues Concerning the Collection of Individual Income Tax over the Income Received
by Individuals from Transfer of the Listed Shares Subject to Sales Limitations (ɛᔷ
) (Cai Shui [2010] No. 70). As
of the Latest Practicable Date, the aforesaid provision had not expressly provided that
individual income tax shall be collected from non-PRC resident individuals on the sale of
shares of PRC resident enterprises listed on overseas stock exchanges.
If mainland China income tax is imposed on gains realized from the transfer of our H
Shares or on dividends paid to our non-mainland China resident investors, the value of your
investment in our H Shares may be affected. Furthermore, our Shareholders whose jurisdictions
of residence have tax treaties or arrangements with mainland China may not qualify for
benefits under such tax treaties or arrangements.
Our offshore subsidiaries may be treated as a resident enterprise for PRC tax purposes.
Under the EIT Law and the Regulation on the Implementation of the Enterprise Income
Tax Law of the PRC (ૢԷ), enterprises established
under the laws of jurisdictions outside of mainland China with “de facto management bodies”
located in mainland China may be considered PRC resident enterprises for tax purposes and
may be subject to the PRC EIT at the rate of 25% on their global income. In addition, the
Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises
as PRC Resident Enterprises on the Basis of De Facto Management Bodies (೼ਕᐼ҅
) (Guo
Shui Fa [2009] No. 82) (the “ Circular 82 ”), specifies that certain Chinese-controlled offshore
incorporated enterprises, defined as enterprises incorporated by enterprises or enterprise
groups within mainland China as major controlling shareholders under the laws of foreign
countries (regions) will be classified as resident enterprises if all of the following conditions
are met: (i) senior management personnel and departments that are responsible for daily
production, operation and management are located mainly within mainland China; (ii) financial
and personnel decisions are subject to determination or approval by bodies or persons in
mainland China; (iii) primary properties, accounting books, company seal, and minutes of
board meetings and shareholders’ meetings are located or kept within mainland China; and (iv)
at least half of the directors with voting rights or senior management reside within mainland
China. The SAT has subsequently provided further guidance on the implementation of Circular
82.
As our Company is a PRC enterprise, our offshore subsidiaries may be questioned by the
competent regulatory authorities, and if our offshore subsidiaries are deemed PRC resident
enterprises, the competent regulatory authorities may request EIT at 25% on such our offshore
subsidiaries’ global income, except that the dividends they receive from our mainland China
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subsidiaries, if any, may be exempt from the EIT to the extent such dividend income constitutes
“dividends received by a PRC resident enterprise from its directly invested entity that is also
a PRC resident enterprise.” Nonetheless, it remains subject to future interpretation as to what
type of enterprise would be deemed a “PRC resident enterprise” for such purposes. The EIT on
our subsidiaries’ global income could significantly increase our tax burden and affect our cash
flows and profitability.
We could be subject to changes in our tax rates, the adoption of new tax legislation or
exposure to additional tax liabilities.
The EIT Law imposes a tax rate of 25% on business enterprises. Our Company and some
of our subsidiaries are entitled to preferential tax treatment. For example, our Company and
several of our subsidiaries in mainland China have been qualified as high-tech enterprises or
engaged in policy-encouraged businesses, accordingly, they were entitled to a preferential
income tax rate of 15% during the Track Record Period. For details, see “Financial Information
— Description of Selected Consolidated Statements of Profit or Loss — Income Tax
Expenses.” To the extent there are any changes in the laws and regulations governing
preferential tax treatment or increases in our effective tax rate due to any other reasons, our tax
liability would increase correspondingly. In addition, the PRC government may amend or
restate regulations on income, withholding, value-added, and other taxes. Non-compliance with
the tax laws and regulations in mainland China may also result in penalties or fines imposed
by relevant tax authorities. Adjustments or changes to tax laws and regulations in mainland
China and tax penalties or fines could affect our businesses, financial condition and results of
operations.
We also operate in countries and regions overseas and are subject to various taxes. Due
to the fact that the tax environment can be different in different jurisdictions and that the
regulations regarding various taxes, including but not limited to corporate income tax, are
complex, our overseas operations may expose us to risks associated with the overseas tax
policy changes. Due to economic and political conditions, tax rates in various jurisdictions may
be subject to significant change. Our effective tax rates could be affected by changes in the mix
of earnings in countries with differing statutory tax rates, changes in the valuation of deferred
tax assets and liabilities, or changes in tax laws or their interpretation. Dealing with such
regulatory complexities and changes may require us to invest more managerial and financial
resources, which in turn could affect our results of operations.
We are also subject to the examination of our tax returns and other tax matters by local
and overseas tax authorities and governmental authorities. We regularly assess the likelihood
of an adverse outcome resulting from these examinations to determine the adequacy of our
provision for taxes. There can be no assurance as to the outcome of these examinations. If our
effective tax rates were to increase, or if the ultimate determination of our taxes payable is for
an amount in excess of amounts previously accrued, our financial condition, operating results
and cash flows could be adversely affected.
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Y ou may experience difficulties in effecting service of process upon or enforcing foreign
judgments against us or our Directors or senior management.
Most of our assets are situated in the PRC. In addition, most of our Directors and senior
management reside in the PRC, and are PRC citizens. As cross-border service of process is
typically cumbersome and time-consuming, it may be difficult for investors outside of
mainland China to effect service of process upon us or our management residing in mainland
China. As mainland China does not have any treaties or other forms of written arrangement
with the United States that provide for the reciprocal recognition and enforcement of foreign
judgments, you may fail to enforce in courts in mainland China the judgments obtained in U.S.
courts based on the civil liability provisions of the U.S. federal securities laws against us or
our Directors or senior management.
On January 18, 2019, the Supreme People’s Court and the Hong Kong Government signed
the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and
Commercial Matters by the Courts of the Mainland and of the Hong Kong Special
Administrative Region (ٙ
τર) (the “ Arrangement ”), which came into effect on January 29, 2024 and seeks to
establish a mechanism with greater clarity and certainty for recognition and enforcement of
judgments in wider range of civil and commercial matters between Hong Kong and the
mainland China. The Arrangement discontinued the requirement for a choice of court
agreement for bilateral recognition and enforcement. After the Arrangement became effective,
a judgment rendered by a Hong Kong court can generally be recognized and enforced in the
mainland China even if the parties in the dispute do not enter into a choice of court agreement
in writing. However, we cannot guarantee that all judgments made by Hong Kong courts will
be recognized and enforced in the mainland China, as whether a specific judgment will be
recognized and enforced is still subject to a case-by-case examination by the relevant court in
accordance with the Arrangement.
RISKS RELATING TO THE GLOBAL OFFERING
We will be concurrently subject to listing and regulatory requirements of mainland China
and Hong Kong.
As our A Shares are listed on the ChiNext of the Shenzhen Stock Exchange and our H
Shares will be listed on the Main Board of the Stock Exchange, we will be required to comply
with the listing rules (where applicable) and other regulatory regimes of both jurisdictions,
unless an exemption is available or a waiver has been obtained. Accordingly, we may incur
additional costs and resources in continuously complying with all sets of listing rules in the two
jurisdictions.
The characteristics of the A share and H share markets may differ.
Our A Shares are listed and traded on the ChiNext of the Shenzhen Stock Exchange.
Following the Global Offering, our A Shares will continue to be traded on the ChiNext of the
Shenzhen Stock Exchange and our H Shares will be traded on the Main Board of the Stock
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Exchange. Under current laws and regulations of China, without the approval from the relevant
regulatory authorities, our H Shares and A Shares are neither interchangeable nor fungible, and
there is no direct trading or settlement between the H Share and A Share markets. With
different trading characteristics, the H Share and A Share markets have different trading
volumes, liquidity and investor bases, as well as different levels of retail and institutional
investor participation. As a result, the trading performance of our H Shares and A Shares may
not be comparable. Nonetheless, fluctuations in the price of our A Shares may adversely affect
the price of our H Shares, and vice versa. Due to the different characteristics of the H Share
and A Share markets, the historical prices of our A Shares may not be indicative of the
performance of our H Shares. You should therefore not place undue reliance on the trading
history of our A Shares when evaluating the investment decision in our H Shares.
There has been no prior public market for our H Shares, and an active trading market for
our H Shares may not develop or be sustained.
Prior to the Global Offering, there was no public market for our H Shares. We cannot
assure you that a public market for our H Shares with adequate liquidity and trading volume
will develop and be sustained following the completion of the Global Offering. In addition, the
Offer Price of our H Shares is the result of negotiations between the Joint Global Coordinators
(for themselves and on behalf of the Underwriters) and us, and may not be an indication of the
market price at which our H Shares will be traded following the completion of the Global
Offering. If an active public market for our H Shares does not develop following the
completion of the Global Offering, the market price and liquidity of our H Shares may be
materially and adversely affected.
The price and trading volume of our H Shares may be volatile, which could lead to
substantial losses to investors.
The price and trading volume of our H Shares may be subject to significant volatility in
response to various factors beyond our control, including the general market conditions of the
securities in Hong Kong and elsewhere in the world. The Stock Exchange and other securities
markets have, from time to time, experienced significant price and trading volume volatility
that are not related to the operating performance of any particular company. The business and
performance and the market price of the shares of other companies engaging in similar business
may also affect the price and trading volume of our H Shares. In addition to market and
industry factors, the price and trading volume of our H Shares may be highly volatile for
specific business reasons, such as fluctuations in our revenue, earnings, cash flows,
investments, expenditures, relationships with our business partners, movements or activities of
key personnel, actions taken by competitors or regulatory developments. Moreover, shares of
other companies listed on the Stock Exchange have experienced price volatility in the past, and
it is possible that our H Shares may be subject to changes in price not directly related to our
business performance.
RISK FACTORS
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Future sales or perceived sales of our H Shares in the public market could have a material
adverse effect on the market price of our H Shares and our ability to raise additional
capital in the future, or may result in dilution of your shareholding.
The market price of our H Shares and our ability to raise equity capital in the future at
a time and price that we deem appropriate could be negatively impacted as a result of future
sales of our H Shares or other securities relating to our H Shares in the public market by our
Shareholders, or the issuance of new shares or other securities, or the perception that such sales
or issuances may occur. In addition, our Shareholders may experience dilution in their holdings
if we issue more securities in the future. Furthermore, we may issue shares pursuant to any
existing or future share option incentive schemes, which would further dilute our Shareholders’
interests in our Company. New shares or equity-linked securities issued by us may also confer
rights and privileges that take priority over those conferred by the H Shares. Market sale of
Shares by such Shareholders and the availability of these Shares for future sale may have a
negative impact on the market price of our H Shares.
In addition, while investors subscribing shares in the Global Offering are not subject to
any restrictions on the disposal of the H Shares they subscribed, they may have existing
arrangements or agreement to dispose part or all of the H Shares they hold immediately or
within certain period upon completion of the Global Offering for legal and regulatory, business
and market, or other reasons. Such disposal may occur within a short period or any time or
period after the Listing Date. Any sale of the H Shares subscribed by such investors pursuant
to such arrangement or agreement could adversely affect the market price of our H Shares and
any sizeable sale could have a material and adverse effect on the market price of our H Shares
and could cause substantial volatility in the trading volume of our H Shares.
Our historical dividends may not be indicative of our future dividend policy, and there
can be no assurance whether and when we will pay dividends in the future.
We have declared dividends in the past. However, there is no assurance that dividends of
any amount will be declared or distributed by us in any year in the future. Under the applicable
laws and regulations of mainland China, the payment of dividends may be subject to certain
limitations, and the calculation of our profit under the Accounting Standards for Business
Enterprises may differ in certain respects from the calculation under the IFRSs. The
declaration, payment and amount of any future dividends are subject to the discretion of our
Board of Directors, after taking into account various factors, including but not limited to our
results of operations, financial condition, cash flows, capital expenditure requirements, market
conditions, our strategic plans and prospects for business development, regulatory restrictions
on the payment of dividends and other factors as our Board of Directors may deem relevant,
and subject to the approval at Shareholders’ meeting. Any declaration and payment as well as
the amount of dividends will be subject to our constitutional documents and the applicable laws
and regulations of mainland China. For details, see “Financial Information — Dividends.” No
dividend shall be declared or payable except out of our profits and reserves lawfully available
for distribution. Our historical dividends should not be taken as indicative of our dividend
policy in the future.
RISK FACTORS
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We are exposed to risks associated with the potential spin-off.
We periodically evaluate strategic opportunities to enhance shareholder value, including,
among others, spinning off subsidiaries, in light of our operations across multiple jurisdictions
and markets, as well as our development of new business initiatives. These evaluations are
contingent upon factors such as market conditions, financing requirements, subsidiary
development and regulatory approvals. While no concrete plans have been formulated, we
cannot preclude the possibility of spin-offs within three years of the Listing should such action
align with our strategic objectives. Also, given our long-standing listing on the A-share market
since 2018, we need to maintain flexibility for potential spin-offs within three years of the
Listing, which may require further waiver to be applied to and granted by the Stock Exchange.
A spin-off may enable our subsidiaries to directly access capital markets, thereby
potentially securing incremental funding to accelerate their growth. While such transactions
are designed to unlock intrinsic value, enhance competitive positioning and optimize
operational efficiency, there is no assurance that these objectives will be achieved in full.
Material risks associated with spin-offs may still include unanticipated costs (such as
separation-related expenditures or restructuring costs, if any), operational complexities arising
from organizational decoupling, potential disruption to the Group’s integrated business model
and synergies and uncertain performance trajectories of spun-off entities, including their ability
to sustain competitive positions. Should spun-off entities encounter operational challenges or
financial difficulties, it may have adverse impact on our Group’s strategic objectives and
corporate reputation. In the event of any proposed spin-off, we will ensure to provide full
disclosure to the Shareholders and obtain all necessary regulatory and Shareholder approvals
under applicable rules and regulation. We will also implement appropriate strategies and
measures to mitigate risks so as to maintain operational cohesion and preserve strategic
continuity across the organization.
Y ou should not place any reliance on any information released by us in connection with
the listing of our A Shares on the ChiNext of the Shenzhen Stock Exchange.
As our A Shares are listed on the ChiNext of the Shenzhen Stock Exchange, we have been
subject to periodic reporting and other information disclosure requirements in mainland China.
As a result, from time to time, we publicly release information relating to us on the Shenzhen
Stock Exchange or other media outlets designated by the CSRC. However, the information
announced by us in connection with our A Shares listing is based on regulatory requirements
of the securities authorities, industry standards and market practices in mainland China, which
are different from those applicable to the Global Offering. The presentation of financial and
operational information for the Track Record Period disclosed on the Shenzhen Stock
Exchange or other media outlets may not be directly comparable to the financial and
operational information contained in this prospectus. As a result, prospective investors in our
H Shares should be reminded that, in making their investment decisions as to whether to
purchase our H Shares, they should rely only on the financial, operating and other information
RISK FACTORS
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included in this prospectus. By applying to purchase our H Shares in the Global Offering, you
will be deemed to have agreed that you will not rely on any information other than that
contained in this prospectus and any formal announcements made by us in Hong Kong with
respect to the Global Offering.
Y ou should read the entire prospectus carefully and only rely on the information included
in this prospectus to make your investment decision, and we strongly caution you not to
rely on any information contained in press articles or other media coverage relating to us,
our Shares or the Global Offering.
We strongly caution our investors not to rely on any information contained in press
articles or other media coverage relating to us, our Shares and the Global Offering. Prior to the
publication of this prospectus, there may be press and media coverage regarding the Global
Offering and us. Such press and media coverage may include references to certain information
that does not appear in this prospectus, including certain operating and financial information
and projections, valuations and other information. We have not authorized the disclosure of any
such information in the press or media and do not accept any responsibility for any such press
or media coverage or the accuracy or completeness of any such information or publication. We
make no representation as to the appropriateness, accuracy, completeness or reliability of any
such information or publication. To the extent that any such information is inconsistent or
conflicts with the information contained in this prospectus, we disclaim responsibility for it
and our investors should not rely on such information.
Certain facts, forecast and other statistics in this prospectus obtained from publicly
available sources have not been independently verified and may not be reliable.
Certain facts, forecast and other statistics in this prospectus are derived from various
government, official sources and public information. However, our Directors cannot guarantee
the reliability of such source materials. We believe that the sources of the said information are
appropriate sources for such information and have taken reasonable care in extracting and
presenting such information. We have no reason to believe that such information is false or
misleading or that any fact has been omitted that would render such information false or
misleading. Nevertheless, information from government and official sources have not been
independently verified by us, the Joint Sponsors, the Joint Overall Coordinators, the Joint
Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters or any
of their respective affiliates or advisers and, therefore, we make no representation as to the
accuracy of such facts and statistics. Further, we cannot assure our investors that they are stated
or compiled on the same basis or with the same degree of accuracy as similar statistics
presented elsewhere. In all cases, our investors should consider carefully how much weight or
importance should be attached to or placed on such facts or statistics.
RISK FACTORS
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Forward-looking statements contained in this prospectus are subject to risks and
uncertainties.
This prospectus contains forward-looking statements with respect to our business
strategies, operating efficiencies, competitive positions, growth opportunities for existing
operations, plans and objectives of management, certain pro forma information and other
matters. The words “aim,” “anticipate,” “believe,” “could,” “predict,” “potential,” “continue,”
“expect,” “intend,” “may,” “might,” “plan,” “seek,” “will,” “would,” “should” and the negative
of these terms and other similar expressions identify a number of these forward-looking
statements. These forward-looking statements, including, amongst others, those relating to our
future business prospects, capital expenditure, cash flows, working capital, liquidity and
capital resources are necessarily estimates reflecting the best judgment of our Directors and
management and involve a number of risks and uncertainties that could cause actual results to
differ materially from those suggested by the forward-looking statements. As a consequence,
these forward-looking statements should be considered in light of various important factors,
including those set out in this section. Accordingly, such statements are not a guarantee of
future performance and investors should not place undue reliance.
RISK FACTORS
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In preparation for the Listing, we have sought the following waivers from strict
compliance with the Listing Rules and exemptions from strict compliance with the Companies
(Winding Up and Miscellaneous Provisions) Ordinance:
Rules Subject matter
Rules 3.28 and 8.17 of the Listing Rules /H1118Appointment of joint company secretaries
Rules 8.12 and 19A.15 of the Listing
Rules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Management presence in Hong Kong
Rule 19A.18(1) of the Listing Rules /H1118/H1118/H1118/H1118/H1118Appointment of an independent non-
executive Director being ordinarily
resident in Hong Kong
Paragraph 6 of the Third Schedule to the
Companies (Winding Up and
Miscellaneous Provisions) Ordinance /H1118/H1118
Disclosure of executive Directors’
residential addresses
Paragraphs 13, 26, 27, 29(1) and 45(2) of
Appendix D1A to the Listing Rules and
paragraphs 25 and 29 of the Third
Schedule to the Companies (Winding
Up and Miscellaneous Provisions)
Ordinance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Particulars of information of our
subsidiaries
Rule 17.02(1)(b) of, and Paragraph 27 of
Appendix D1A to the Listing Rules,
and Paragraph 10(d) of the Third
Schedule to the Companies (Winding
Up and Miscellaneous Provisions)
Ordinance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Disclosure requirements in respect of
outstanding Share Incentives
Rules 8.08(1)(b) and 19A.13A of the
Listing Rules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Minimum public float of the H Shares
Chapter 14A of the Listing Rules /H1118/H1118/H1118/H1118/H1118/H1118/H1118Continuing connected transaction
Paragraph 4.2 of Practice Note 18 of the
Listing Rules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Clawback mechanism
Rule 10.04 and Paragraph 5(2) of
Appendix F1 to the Listing Rules /H1118/H1118/H1118/H1118/H1118
Allocation of H Shares to Existing
Minority Shareholders and their close
associates
Rule 10.04 and Paragraph 5(2) of
Appendix F1 to the Listing Rules /H1118/H1118/H1118/H1118
Subscription for H Shares by existing
shareholders and their close associates as
cornerstone investors and placees
Paragraph 15(2)(c) of Appendix 1A to the
Listing Rules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Disclosure of Offer Price
Paragraph 5(1) of Appendix F1 to the
Listing Rules and Chapter 4.15 of the
Guide for New Listing Applicants /H1118/H1118/H1118/H1118/H1118
Proposed subscriptions of H Shares by
certain cornerstone investors who are
connected clients
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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 academic or professional qualifications or relevant experience, is,
in the opinion of the Stock Exchange, capable of discharging the functions of company
secretary.
Pursuant to Note 1 to Rule 3.28 of the Listing Rules, the Stock Exchange considers the
following academic or professional qualifications to be acceptable:
(a) a member of The Hong Kong Chartered Governance Institute;
(b) a solicitor or barrister as defined in the Legal Practitioners Ordinance (Chapter 159
of the Laws of Hong Kong); and
(c) a certified public accountant as defined in the Professional Accountants Ordinance
(Chapter 50 of the Laws of Hong Kong).
In addition, pursuant to Note 2 to Rule 3.28 of the Listing Rules, in assessing “relevant
experience,” the Stock Exchange will consider the individual’s:
(a) length of employment with the issuer and other issuers and the roles they played;
(b) familiarity with the Listing Rules and other relevant laws and regulations including
the Securities and Futures Ordinance, the Companies Ordinance, the Companies
(Winding Up and Miscellaneous Provisions) Ordinance and the Takeovers Code;
(c) relevant training taken and/or to be taken in addition to the minimum requirement
under Rule 3.29 of the Listing Rules; and
(d) professional qualifications in other jurisdictions.
We have appointed Mr. Jiang Li ( ᇸଣ)( “Mr. Jiang ”) as our joint company secretary with
effect from the Listing Date. Our Group’s key operations and principal business activities are
conducted outside of Hong Kong. We believe that the company secretary role requires a person
to be deeply familiar with our operations and the specific industry context, and to be able to
cultivate strong relationships with both the Board and the management. It would be in the best
interests of our Company and our corporate governance to have as its joint company secretary
a person such as Mr. Jiang who has been with our Company since June 2017. As the vice
general manager and Board secretary of the Company, Mr. Jiang is deeply familiar with our
operations and is able to cultivate strong relationships with both the Board and the
management. Our Directors believe that Mr. Jiang’s intimate knowledge of our Company and
operations is essential for the performance of company secretary duties in the most effective
and efficient manner. For biographical details, see “Directors, Supervisors and Senior
Management.”
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Since Mr. Jiang does not possess the qualifications stipulated in Rule 3.28 of the Listing
Rules, he is not able to fulfill the requirements to act as a company secretary of a listed issuer
stipulated under the Listing Rules. To support Mr. Jiang in performing the duties of company
secretary, we have appointed Ms. Jian Xuegen ( ᔊ௛Ќ)( “Ms. Jian ”), who is a member of both
the Hong Kong Institute of Certified Public Accountants and the Chinese Institute of Certified
Public Accountants and meets the requirements under Rule 3.28 of the Listing Rules, as a joint
company secretary to provide assistance for a three-year period from the Listing Date so as to
enable Mr. Jiang to acquire the relevant experience as required under Note 2 to Rule 3.28 of
the Listing Rules to duly discharge his duties.
Accordingly, our Company has applied for, and the Stock Exchange has granted us, a
waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing
Rules in relation to the appointment of Mr. Jiang as our joint company secretary for a period
of three years from the Listing Date. Such waiver has been granted on the conditions that: (i)
Mr. Jiang is assisted by Ms. Jian, who possesses the qualifications or experience as required
under Rule 3.28 of the Listing Rules and is appointed as our joint company secretary
throughout the three-year waiver period, to discharge his function as a company secretary and
gain the relevant experience under Rule 3.28 of the Listing Rules; and (ii) this waiver will be
revoked in the event of any material breaches of the Listing Rules by our Company.
In addition, Mr. Jiang will comply with the annual professional training requirements
under Rule 3.29 of the Listing Rules and enhance his understanding of the Listing Rules during
the three-year period from the Listing Date. Our Company will further ensure that Mr. Jiang
has access to the relevant training and support to familiarize himself with the Listing Rules and
the duties of a company secretary of an issuer listed on the Stock Exchange. Prior to the
expiration of the three-year period, our Company will further evaluate the qualifications and
experience of Mr. Jiang to determine whether he has satisfied the requirements as stipulated
under the Listing Rules and whether he needs further assistance. We will liaise with and seek
the Stock Exchange’s confirmation on whether Mr. Jiang, having benefited from the assistance
of Ms. Jian for three years, has acquired the skills necessary to carry out the duties of a
company secretary and the relevant experience within the meaning of Note 2 to Rule 3.28 of
the Listing Rules and is capable of discharging the functions of company secretary alone so that
a further waiver will not be necessary.
MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 of the Listing Rules, an issuer must have sufficient management
presence in Hong Kong, which normally means that at least two executive Directors must be
ordinarily resident in Hong Kong. Pursuant to Rule 19A.15 of the Listing Rules, the
requirement under Rule 8.12 may be waived at the discretion of the Stock Exchange having
regard to, among other considerations, the arrangements for maintaining regular
communication with the Stock Exchange.
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Our Company does not have two executive Directors who are ordinarily resident in Hong
Kong for the purposes of Rule 8.12 of the Listing Rules. Since most of the business operations
of our Group are conducted outside of Hong Kong, our Company considers that it would be
difficult and unnecessary to arrange for two executive Directors to be ordinarily resident in
Hong Kong, either by means of relocation of existing executive Directors or appointment of
additional executive Directors, which is not in the best interest of our Company and our
Shareholders as a whole. Therefore, our Company does not, and does not contemplate in the
foreseeable future that we will, have sufficient management presence in Hong Kong for the
purpose of satisfying the requirements under Rule 8.12 of the Listing Rules.
Accordingly, our Company has applied for, and the Stock Exchange has granted us, a
waiver from strict compliance with Rules 8.12 and 19A.15 of the Listing Rules, on the basis
that our Company implements the following arrangements to ensure there is an effective
channel of communication between our Company and the Stock Exchange:
(a) Authorized representatives: our co-chairman of the Board and executive Director,
Mr. Pan Jian ( ᆙ਄), and our vice general manager, Board secretary and joint
company secretary, Mr. Jiang Li, have been appointed to act as the authorized
representatives of our Company and our principal channels of communication with
the Stock Exchange. Accordingly, Mr. Pan Jian and Mr. Jiang Li will be able to meet
with the relevant members of the Stock Exchange on reasonable notice and will be
readily contactable by telephone, facsimile and/or email.
Each of the authorized representatives of our Company has means of contacting all
Directors (including our independent non-executive Directors) promptly at all times
as and when the Stock Exchange proposes to contact a Director with respect to any
matter;
(b) Directors: each Director will provide his or her mobile phone number, office phone
number, facsimile number (if any) and email address to the authorized
representatives of our Company and the Stock Exchange. In the event that any
Director expects to travel or otherwise be out of the office, he or she will provide
the phone number of the place of accommodation to the authorized representatives.
Each of our Directors not ordinarily residing in Hong Kong possesses or can apply
for valid travel documents to visit Hong Kong and will be able to meet with the
relevant members of the Stock Exchange within a reasonable period of time;
(c) Compliance Advisor: our Company has appointed China Securities (International)
Corporate Finance Company Limited as our Compliance Advisor pursuant to Rule
3A.19 of the Listing Rules, who will, among other things and in addition to the
authorized representatives and our Directors, also act as an additional channel of
communication with the Stock Exchange for at least a period from the Listing Date
to the date when our Company complies with Rule 13.46 of the Listing Rules in
respect of our financial results for the first full financial year immediately following
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the Listing Date. Pursuant to Rule 3A.23 of the Listing Rules, the Compliance
Advisor will have access at all times to our authorized representatives, Directors and
senior management. We shall also ensure that our authorized representatives,
Directors and senior management will promptly provide such information and
assistance as the Compliance Advisor may need or may reasonably require in
connection with the performance of the Compliance Advisor’s duties as set forth in
Chapter 3A of the Listing Rules. We shall ensure that there are adequate and
efficient means of communication among our Company, authorized representatives,
Directors, senior management and the Compliance Advisor, and will keep the
Compliance Advisor fully informed of all communications and dealings between the
Stock Exchange and us.
Any meeting between the Stock Exchange and our Directors will be arranged
through the authorized representatives or the Compliance Advisor or directly with
our Directors within a reasonable time frame. We will inform the Stock Exchange
promptly in respect of any changes in our authorized representatives and/or our
Compliance Advisor; and
(d) Legal advisors: we will also engage legal advisors to advise on compliance
requirements as well as other issues arising under the Listing Rules and other
applicable laws and regulations of Hong Kong.
APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR BEING
ORDINARILY RESIDENT IN HONG KONG
Pursuant to Rule 19A.18(1) of the Listing Rules, our Company, as a PRC-incorporated
issuer, is required to appoint at least one independent non-executive Director being ordinarily
resident in Hong Kong.
Currently, all the independent non-executive Directors reside in mainland China. Our
Company does not have, and will not have upon the Listing, any independent non-executive
Director who is ordinarily resident in Hong Kong.
Accordingly, we have applied for, and the Stock Exchange has granted us, a waiver from
strict compliance with the requirements under Rule 19A.18(1) of the Listing Rules until the end
of the term of office (being December 25, 2027), or the resignation or removal, of any
independent non-executive Director, whichever is earlier, based on the following grounds:
(a) there are practical difficulties for our Company to change any current independent
non-executive Director or appoint an additional independent non-executive Director
who ordinarily resides in Hong Kong upon the Listing. Our independent non-
executive Directors have recently been re-appointed to serve on the fourth session
of the Board with a three-year term of office from December 26, 2024. Proposing
the replacement of any of them soon after their re-appointment may create confusion
in the market and undermine investor confidence and raise concerns regarding the
W AIVERS AND EXEMPTIONS
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stability of governance practices. Moreover, the number of Directors and the
composition of the Board (nine Directors, including three independent non-
executive Directors) are stipulated in the Articles of Association. Appointment of an
additional independent non-executive Director who ordinarily resides in Hong Kong
would require the amendment to the Articles of Association, for which our Company
has to comply with certain procedures as required under the Articles of Association,
the listing rules of the Shenzhen Stock Exchange and other applicable laws and
regulations of mainland China, all of which could be time consuming and will
distract the current focus of the senior management;
(b) our current independent non-executive Directors are highly recognized in their
fields and industries, continue to provide independent advice and valuable industrial
experience to the Board, and have extensive experience supervising listed issuers for
the interest of the Shareholders and potential investors. The current independent
non-executive Directors are familiar with our business and operations and the
management of our Board and senior management, whose experience and
contribution to the Board are invaluable to our Group. Replacing any one of them
with an individual ordinarily residing in Hong Kong may not be beneficial to our
Company and our Shareholders as a whole because (i) it may take our Company
substantial time and efforts to identify a candidate as suitable as the current
independent non-executive Directors, as such candidate with equivalent
background, skills, experience and qualifications is not widely available in the
market; (ii) it may take our Company substantial time and efforts to identify a
candidate who meets the requirements under the listing rules of the Shenzhen Stock
Exchange and other applicable laws and regulations of mainland China; and (iii) it
would take any new independent non-executive Director a significant amount of
time to understand our Group, the current trend of the market and industry, and other
relevant factors that are crucial to the development and growth of our Group; and
(c) upon the Listing, our Company will have satisfactory corporate governance
practices and arrangements to maintain regular communication with the Stock
Exchange during the waiver period, in particular, our Company has appointed two
authorized representatives, and will provide the contact details of the authorized
representatives and the Directors to ensure the Stock Exchange has access to our
Company and our Directors. Our Company will also appoint other professionals who
are familiar with the relevant legal and regulatory issues and business environment
in Hong Kong, such as the Compliance Advisor and Hong Kong legal advisors, to
ensure our compliance with the Listing Rules after completion of the Listing.
Pursuant to Rule 3A.19 of the Listing Rules, our Company has appointed China
Securities (International) Corporate Finance Company Limited as our Compliance
Advisor, the term of office of which shall commence on the Listing Date and
continue until the later of (i) the date on which our Company complies with the
requirements under Rule 13.46 of the Listing Rules in respect of our financial results
for the first full financial year immediately following the Listing Date, or (ii) the
appointment of an independent non-executive Director who will be ordinarily
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resident in Hong Kong has been confirmed and approved, and will designate Ms.
Chen Jing, an ordinary resident in Hong Kong and an executive director of the
Investment Banking Department of China Securities (International) Corporate
Finance Company Limited, to serve as a channel of communication with the Stock
Exchange additional to the authorized representatives and Directors during the
aforesaid appointment period and the period for which the waiver in respect of the
appointment of an independent non-executive director ordinarily resident in Hong
Kong is in force.
DISCLOSURE OF EXECUTIVE DIRECTORS’ RESIDENTIAL ADDRESSES
Paragraph 6 of the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance requires this prospectus to include the addresses of the directors and
paragraph 45 of the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance provides that such address means the place of usual residence of the
directors.
We have applied for, and the SFC has granted us, a certificate of exemption under section
342A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance from strict
compliance with paragraph 6 of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance in respect of the disclosure of the residential addresses
of Mr. Zeng Yuqun, our founder, chairman of the Board, executive Director and general
manager, and Mr. Pan Jian, our co-chairman of the Board and executive Director
(the “ Relevant Directors ”) on the ground that such disclosure would be inappropriate having
considered the following factors:
(a) Unnecessary attention and real risks to Relevant Directors
The Relevant Directors are high profile public figures. The corporate decisions and
speeches made by them often generate interest in the general public and the media. Given
the Listing would inevitably attract significant media and public attention, it is reasonable
for our Company to believe that the disclosure of the residential addresses of the Relevant
Directors may expose the Relevant Directors and their families to unnecessary attention,
disturbance and personal safety risks.
(b) Risks to our business operations
Public disclosure of the Relevant Directors’ residential addresses may also distract
or deter the Relevant Directors from effectively managing the business and other Board
affairs. If the Relevant Directors become susceptible to actual or perceived attacks to
themselves and their families by virtue of the disclosure, their ability to focus on their
duties and make sound decisions for our Company may be affected. Meanwhile, it may
facilitate the potential theft or fraud of confidential information or other malicious
activities against the Relevant Directors, causing financial losses, reputational damage or
legal disputes to the Relevant Directors and the Company.
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(c) Minimal impact on investing public
The addresses of our head office and principal place of business as well as the
business addresses of the Relevant Directors have been disclosed in this prospectus, such
that the communicability and accountability of the Relevant Directors as executive
Directors is not compromised. All other material information in relation to the Relevant
Directors as executive Directors as required to be disclosed under the Listing Rules and
the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, including their names, age, working experience, academic background and
qualifications, have been properly disclosed in this prospectus. Given our Company’s
business and financial performance as set out in this prospectus as well as our disclosure
track record, the non-disclosure of the residential addresses of the Relevant Directors
would have minimal impact on the decision of the potential investors to invest in the H
Share of our Company, would not interfere with the provision of information to investors
to make an informed assessment of the Relevant Directors’ character, experience and
integrity acting as a director of a H-share listed issuer, and would not prejudice the
interests of the investing public or affect their ability to make informed investment
decisions. On the contrary, the Relevant Directors are the key figures to our business, and
any coercion, harassment or other actual or potential security threats that may be incurred
as a result of the public disclosure of their personal addresses, or damage to the
Company’s reputation or disruption of its operations, could have a material adverse effect
on our business, financial position and results of operations, thereby exposing the
Shareholders to the risk of substantial loss of their investments.
The exemption is granted by the SFC on the conditions that (i) the business addresses of
the Relevant Directors are disclosed in this prospectus; (ii) the particulars of the exemption are
disclosed in this prospectus, and (iii) this prospectus is issued on or before May 12, 2025.
PARTICULARS OF INFORMATION OF OUR SUBSIDIARIES
Paragraphs 13 and 26 of Appendix D1A to the Listing Rules require this prospectus to
include the particulars of any commissions, discounts, brokerages or other special terms
granted in connection with the issue or sale of any capital of, and the particulars of any
alterations in the capital of, any member of our Group within the two years immediately
preceding the issue of this prospectus.
Paragraph 27 of Appendix D1A to the Listing Rules require this prospectus to include
particulars of any capital of any member of the Group which is under option, or agreed
conditionally or unconditionally to be put under option, including the consideration for which
the option was or will be granted and the price and duration of the option, and the name and
address of the grantee, or an appropriate negative statement.
Paragraph 25 of the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance requires particulars of the authorized debentures of our Company and
its subsidiaries to be disclosed in this prospectus.
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Paragraph 29(1) of Appendix D1A to the Listing Rules and paragraph 29 of the Third
Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance require this
prospectus to include, information in relation to the name, date and place of incorporation, the
public or private status and the general nature of the business, the issued capital and the
proportion thereof held or intended to be held, of every company (a) the whole of the capital
of which or a substantial proportion thereof is held or intended to be held by our Company, or
(b) whose profits or assets make, or will make a material contribution to the figures in the
Accountants’ Report or to our Company’s next financial statements.
Paragraph 45(2) of Appendix D1A to the Listing Rules requires to disclose the name of
each person (other than Directors or chief executive of our Company), who is directly or
indirectly interested in 10% or more of the issued voting shares of any other member of our
Group and the amount of each of such person’s interest in such securities, together with
particulars of any options in respect of such securities.
As of the Latest Practicable Date, we had more than 300 subsidiaries globally. The
disclosure of the above required information about all our subsidiaries would be unduly
burdensome for us as we would incur additional costs and have to allocate additional resources
to the preparation and verification of the relevant information for such disclosure, while such
information would not be material or meaningful to investors. The non-disclosure of such
information in respect of the non-Major Subsidiaries will not prejudice the interest of the
investing public.
We have identified 11 Major Subsidiaries that we consider material, taking into account
various factors including the significance of their business segments and financial contribution
as well as our Group’s strategies. By way of illustration, the aggregate revenue of our Company
and the Major Subsidiaries (before intercompany eliminations) accounted for 133.1%, 126.7%
and 123.2% of the total revenue of our Group (after intercompany eliminations) for the years
ended December 31, 2022, 2023 and 2024, respectively; and the aggregate total assets of our
Company and the Major Subsidiaries (before intercompany eliminations) accounted for
105.4%, 99.1% and 97.5% of the total assets of our Group (after intercompany eliminations)
as of December 31, 2022, 2023 and 2024, respectively; and the aggregate net profits of our
Company and the Major Subsidiaries (before intercompany eliminations) accounted for 94.9%,
92.2% and 121.8% of the net profits of our Group (after intercompany eliminations) for the
years ended December 31, 2022, 2023 and 2024, respectively. Save for the Major Subsidiaries,
none of our other subsidiaries, on a standalone basis, recorded revenue that accounted for over
5% of the revenue of our Group for the years ended December 31, 2022, 2023 and 2024, or held
over 5% of the total assets of our Group as of December 31, 2022, 2023 and 2024, respectively.
None of our subsidiaries other than the Major Subsidiaries held asset and intellectual property
material to the financial position of our Company as of the Latest Practicable Date.
We have disclosed the particulars of the changes in the share capital of our Company and
the Major Subsidiaries, if any, in “Appendix VI — Statutory and General Information — 1.
Further Information about Our Group” to this prospectus. We have also disclosed the corporate
information (including name, principal business activities, place and date of incorporation and
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the interest held by the Group) of the Major Subsidiaries as required under Paragraph 29(1) of
Appendix D1A to the Listing Rules and paragraph 29 of the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance in “History and Corporate Structure”,
and the share capital of the Major Subsidiaries in Note 1 to the Accountants’ Report as set out
in Appendix I to this prospectus. We have also disclosed in “Appendix VI — Statutory and
General Information” to this prospectus particulars of any capital of the Major Subsidiaries
which is under option, or agreed conditionally or unconditionally to be put under option. In
addition, details of each person (other than Directors, Supervisors or chief executive of our
Company) of our Group who is interested in 10% or more of the issued voting shares of any
Major Subsidiaries and the amount of each of such person’s interest in such securities, together
with particulars of any options in respect of such securities, if any, are disclosed in “Appendix
VI — Statutory and General Information — 3. Further Information about Directors,
Supervisors, Chief Executive and Substantial Shareholders of Our Company — D. Interests of
Substantial Shareholders in Shares of Our Company and/or Our Major Subsidiaries” to this
prospectus.
We have applied for, and the Stock Exchange has granted us, a waiver from strict
compliance with the requirements under paragraphs 13, 26, 27, 29(1) and 45(2) of Appendix
D1A to the Listing Rules in respect of disclosing the following information of our subsidiaries
which are not Major Subsidiaries:
(i) particulars of any commissions, discounts, brokerages or other special terms granted
in connection with the issue or sale of any capital, or the particulars of any
alterations in the capital within the two years immediately preceding the issue of this
prospectus;
(ii) particulars of any capital which is under option or agreed to be put under option;
(iii) information in relation to the name, date and place of incorporation, public or
private status, the general nature of business, the issued capital and the proportion
thereof held or intended to be held; and
(iv) the name of each person (other than Directors or chief executive of the Company),
who is directly or indirectly interested in 10% or more of the issued voting shares
and such person’s shareholding.
We have applied for, and the SFC has granted us, a certificate of exemption from strict
compliance with the requirements under paragraphs 25 and 29 of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance in respect of disclosing the
information of our subsidiaries which are not Major Subsidiaries as required under paragraphs
25 and 29 of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance.
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The exemption is granted by the SFC on the conditions that: (i) the particulars of the
exemption are disclosed in this prospectus; and (ii) this prospectus is issued on or before May
12, 2025.
DISCLOSURE REQUIREMENTS IN RESPECT OF OUTSTANDING SHARE
INCENTIVES
The Listing Rules and the Companies (Winding Up and Miscellaneous Provisions)
Ordinance prescribe certain disclosure requirements in relation to the Share Incentives granted
by our Company (the “ Share Incentive Disclosure Requirements ”):
(a) Rule 17.02(1)(b) of the Listing Rules stipulates that all material terms of a share
scheme must be clearly set out in this prospectus. Our Company is also required to
disclose in this prospectus full details of all outstanding Share Incentives and their
potential dilution effect on the shareholdings upon the Listing as well as the impact
on the earnings per share arising from the issue of shares in respect of such
outstanding Share Incentives;
(b) paragraph 27 of Appendix D1A to the Listing Rules requires our Company to set out
in this prospectus particulars of any capital of any member of our Group that is
under option, or agreed conditionally or unconditionally to be put under option,
including the consideration for which the option was or will be granted and the price
and duration of the option, and the name and address of the grantee; and
(c) paragraph 10 of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance requires that our Company shall disclose in
this prospectus the number, description and amount of any shares in or debentures
of our Company which any person has or is entitled to be given, an option to
subscribe for, together with the following particulars of the option, that is to say, (a)
the period during which it is exercisable; (b) the price to be paid for shares or
debentures subscribed for under it; (c) the consideration (if any) given or to be given
for it or for the right to it; (d) the names and addresses of the persons to whom it
or the right to it was given or, if given to existing shareholders or debenture holders
as such, the relevant shares or debentures.
Paragraph 6 of Chapter 3.6 of the Listing Guide provides that in general, the Stock
Exchange would grant waivers from disclosing the names and addresses of certain grantees in
the listing document.
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Paragraph 7 of Chapter 3.6 of the Listing Guide further provides that a waiver from the
Share Incentive Disclosure Requirements is at least subject to the following conditions (the
“Waiver Conditions ”):
(a) demonstrating that the disclosure required under the relevant Listing Rules would be
irrelevant or unduly burdensome;
(b) disclosing the following in this prospectus:
(i) for each of the grantees who is (1) a Director, (2) a member of the senior
management, or (3) a connected person, all the particulars required under the
Share Incentive Disclosure Requirements;
(ii) for the remaining grantees, on an aggregate basis, (1) the aggregate number of
grantees and the number of shares underlying the Share Incentives; (2) the
exercise period of each Share Incentive; (3) the consideration paid for the
Share Incentives; and (4) the exercise price of the Share Incentives; and
(iii) the aggregate number of underlying Shares required to be issued to satisfy the
Share Incentives; the percentage of such aggregate number of underlying
Shares to the issued share capital; and the dilution effect and impact on
earnings per share upon full exercise of the Share Incentives under the Share
Incentive Plans.
(c) making available for public inspection a full list of all grantees under the Share
Incentive Schemes with all the particulars required under Share Incentive Disclosure
Requirements.
As of the Latest Practicable Date, each of the 2021 Share Incentive Plan, the 2022 Share
Incentive Plan and the 2023 Share Incentive Plan was in effect, to which the Share Incentive
Disclosure Requirements are applicable. For details, see “Appendix VI — Statutory and
General Information — 4. Share Incentive Plans” to this prospectus.
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As of the Latest Practicable Date, the total number of A Shares underlying all outstanding
Share Incentives under the Share Incentive Plans amounted to 15,229,646, accounting for
approximately 0.34% of the total issued Shares upon completion of the Global Offering
(assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not
exercised and (ii) no other changes are made to the issued share capital of our Company
between the Latest Practicable Date and the Listing), of which the outstanding Share Incentives
representing 706,552 A Shares, 570,391 A Shares and 857,583 A Shares were granted to our
Directors, senior management and 12 connected persons who are only connected persons at the
subsidiary level or associates (not immediate family members) of the connected persons at the
Company level and also our employees (the “ Other Connected Persons ”), respectively,
accounting for approximately 4.64%, 3.75% and 5.63% of the total outstanding Share
Incentives under the Share Incentive Plans, and approximately 0.02%, 0.01% and 0.02% of the
total issued Shares upon completion of the Global Offering (assuming (i) the Offer Size
Adjustment Option and the Over-allotment Option are not exercised and (ii) no other changes
are made to the issued share capital of our Company between the Latest Practicable Date and
the Listing).
We have applied to: (i) the Stock Exchange for a waiver from strict compliance with the
disclosure requirements under Rule 17.02(1)(b) of, and paragraph 27 of Appendix D1A to, the
Listing Rules; and (ii) the SFC for a certificate of exemption under section 342A of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance, exempting our Company
from strict compliance with paragraph 10(d) of the Third Schedule to the Companies (Winding
Up and Miscellaneous Provisions) Ordinance, respectively, on the grounds that strict
compliance with the Share Incentive Disclosure Requirements would be unduly burdensome
for our Company and the waiver and exemption would not prejudice the interest of the
investing public, taking into account the following reasons:
(a) given that over 5,000 grantees (other than our Directors, senior management or the
Other Connected Persons) are involved under the Share Incentive Plans, strict
compliance with such disclosure requirements in setting out full details of all the
grantees under the Share Incentive Plans in this prospectus would be costly and
unduly burdensome for our Company in light of a significant increase in cost and
time for information compilation and prospectus preparation. For example, the
disclosure of personal information of each grantee may require the consent of all
grantees to comply with personal information privacy laws and principles. Given the
number of grantees, obtaining their consent would cause an unnecessary burden on
our Company;
(b) full disclosure of the Share Incentives granted to each grantee could provide our
employees with access to information about the remuneration of their peers or other
employees, which may have a negative impact on employee morale, lead to negative
internal competition and result in increased costs of recruiting and retaining talents.
On the contrary, not disclosing such details in full will allow us more flexibility in
determining our remuneration policies and details;
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(c) full disclosure of the details of the grantees and the respective Share Incentives
granted to them will provide competitors with details of our employee remuneration
and facilitate their recruitment activities, which may affect our Group’s ability to
recruit and retain valuable personnel;
(d) the grant and exercise in full of the Share Incentives under the Share Incentive Plans
will not cause any material adverse impact to the financial position of our Group;
(e) there will not be any new H Shares issued under the Share Incentive Plans as such
plans are A-Share incentive plans;
(f) not fully compliant with the Share Incentive Disclosure Requirements would not
prevent our Company from providing our potential investors with an informed
assessment of the activities, assets, liabilities, financial position, management and
prospects of our Company; and
(g) material information relating to the Share Incentives, including most of the
information required under the Waiver Conditions, has been disclosed in this
prospectus to provide prospective investors with sufficient information to make an
informed decisions.
In addition, for the following considerations, our Company further applies to the Stock
Exchange for a waiver from strict compliance with the Waiver Conditions, so that our Company
is not required to (i) disclose, on an individual basis, the particulars of the Share Incentives
granted to the Other Connected Persons; and (ii) make available a full list of all grantees for
public inspection:
(a) The Other Connected Persons are only connected persons at the subsidiary level or
associates (not immediate family members) of connected persons at the Company
level, and are also themselves key mid-level management personnel of our Group.
Individual disclosure of the grant details of such persons would expose sensitive
information about our talent management strategies and remuneration policies and
provide competitors with specific information that could be used for targeted
solicitation of our key mid-level management personnel, potentially compromising
our Group’s efforts to attract and retain key talent and impacting our Group’s
business operations and development. In addition, the Share Incentives granted to
the Other Connected Persons in aggregate only accounted for a minimal portion of
the total issued Shares of our Company.
(b) Making available a full list of all grantees for public inspection will not only provide
our employees with access to information about the remuneration of their peers or
other employees, leading to negative impact on employee morale, negative internal
competition and increased recruiting and retention costs, but also provide
competitors with our employee remuneration details, facilitating their recruitment
activities and compromising our retention efforts.
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Therefore, we have applied for, and the Stock Exchange has granted us, a waiver from
strict compliance with Rule 17.02(1)(b) of, and paragraph 27 of Appendix D1A to, the Listing
Rules in relation to the Share Incentive Plans on the conditions that:
(a) a summary of the latest terms of the Share Incentive Plans is disclosed in “Appendix
VI — Statutory and General Information — 4. Share Incentive Plans” to this
prospectus;
(b) full details as required under Rule 17.02(1)(b) of, and paragraph 27 of Appendix
D1A to, the Listing Rules, and paragraph 10 of the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance of the Share Incentives
granted by our Company to our Directors and senior management, on an individual
basis, are disclosed in “Appendix VI — Statutory and General Information — 4.
Share Incentive Plans” to this prospectus. With respect to the Share Incentives
granted to the Other Connected Persons, the following details are disclosed on an
aggregated basis in this prospectus: (i) the number of grantees, the type of Share
Incentives and the number of Shares underlying the Share Incentives, (ii) the
consideration paid for the grant of the Share Incentives, and (iii) the vesting/exercise
period and the exercise price of the Share Incentives;
(c) with respect to the Share Incentives granted to the remaining grantees (being
grantees who are not our Directors, senior management or Other Connected
Persons), disclosure is made on an aggregate basis categorized into groups based on
the number of Shares underlying the outstanding Share Incentives, being (i) 1 to
10,000, (ii) 10,001 to 100,000 and (iii) 100,001 and above, and in respect of each
group of Shares, the following details are disclosed in this prospectus: (i) the
number of grantees, the type of Share Incentives and the number of Shares
underlying the Share Incentives, (ii) the consideration paid for the grant of the Share
Incentives, and (iii) the vesting/exercise period and the exercise price of the Share
Incentives;
(d) the total number of Shares underlying the outstanding Share Incentives under the
Share Incentive Plans and the percentage to our total issued Shares represented by
such number of Shares as of the Latest Practicable Date are disclosed in “Appendix
VI — Statutory and General Information — 4. Share Incentive Plans” to this
prospectus;
(e) the dilutive effect and impact on earnings per share upon the full exercise of the
Share Incentives upon completion of the Global Offering (assuming (i) the Offer
Size Adjustment Option and the Over-allotment Option are not exercised and (ii) no
other changes are made to the issued share capital of our Company between the
Latest Practicable Date and the Listing) are disclosed in “Appendix VI — Statutory
and General Information — 4. Share Incentive Plans” to this prospectus; and
(f) the grant of a certificate of exemption under the Companies (Winding Up and
Miscellaneous Provisions) Ordinance from the SFC exempting our Company from
strict compliance with paragraph 10(d) of the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance.
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We have applied for, and the SFC has granted us, a certificate of exemption under section
342A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance from strict
compliance with paragraph 10(d) of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance on the conditions that:
(a) full details as required under paragraph 10 of the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance of the Share Incentives
granted by our Company to our Directors and senior management, on an individual
basis, are disclosed in “Appendix VI — Statutory and General Information — 4.
Share Incentive Plans” to this prospectus. With respect to the Share Incentives
granted to the Other Connected Persons, the following details are disclosed on an
aggregated basis in this prospectus: (i) the number of grantees, the type of Share
Incentives and the number of Shares underlying the Share Incentives, (ii) the
consideration paid for the grant of the Share Incentives, and (iii) the vesting/exercise
period and the exercise price of the Share Incentives;
(b) with respect to the Share Incentives granted to the remaining grantees (being
grantees who are not our Directors, senior management or Other Connected
Persons), disclosure is made on an aggregate basis categorized into groups based on
the number of Shares underlying the outstanding Share Incentives, being (i) 1 to
10,000, (ii) 10,001 to 100,000 and (iii) 100,001 and above, and in respect of each
group of Shares, the following details are disclosed in this prospectus: (i) the
number of grantees, the type of Share Incentives and number of Shares underlying
the Share Incentives, (ii) the consideration paid for the grant of the Share Incentives,
and (iii) the vesting/exercise period and the exercise price of the Share Incentives;
and
(c) the particulars of the exemption are disclosed in this prospectus, and this prospectus
is issued on or before May 12, 2025.
MINIMUM PUBLIC FLOAT OF THE H SHARES
Rule 8.08(1)(a) and (b) (as amended by Rule 19A.13A) of the Listing Rules states that
there must be an open market in the securities for which listing is sought. This will normally
mean that: (a) at least 25% of the issuer’s total number of issued shares must at all times be
held by the public; (b) where an issuer has one class of securities or more apart from the class
of securities for which listing is sought, the total securities of the issuer held by the public (on
all regulated market(s) including the Stock Exchange) at the time of listing must be at least
25% of the issuer’s total number of issued shares. However, the class of securities for which
listing is sought must not be less than 15% of the issuer’s total number of issued shares, having
an expected market capitalization at the time of listing of not less than HK$125,000,000.
Based on an Offer Price of HK$263.00 and assuming the Offer Size Adjustment Option
and the Over-allotment Option are not exercised, we expect that the market capitalization of
our H Shares will exceed the minimum expected market capitalization of HK$125 million
required by Rules 8.08(1)(b) and 19A.13A of the Listing Rules.
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Our Company has applied for, and the Stock Exchange has granted us, a waiver from
complying with the minimum public float requirement under Rules 8.08(1)(b) and 19A.13A,
so that the minimum percentage of the H Shares of our Company (being the securities for
which listing on the Stock Exchange is sought) upon completion of the Global Offering held
by the public is 1.6% of the total number of issued Shares of our Company upon completion
of the Global Offering, assuming the Offer Size Adjustment Option and the Over-allotment
Option are not exercised and no other changes are made to the issued share capital of our
Company from the Latest Practicable Date to the Listing, subject to the following:
(a) we will comply with the public float requirement under Rule 8.08(1)(a) of the
Listing Rules where at least 25% of our Company’s total number of issued Shares
(A Shares and H Shares in aggregate) must be held by the public from time to time;
(b) we will announce the percentage of H Shares held by the public immediately after
completion of the Global Offering (before and after any exercise of the Over-
allotment Option);
(c) we will confirm the sufficiency of public float (as modified by this waiver) in
successive annual reports after the Listing (with respect to Rule 8.08(1) of the
Listing Rules only), if required; and
(d) we will implement appropriate measures and mechanisms to ensure continual
maintenance of the minimum public float of H Shares approved by the Stock
Exchange upon Listing or such lower requirement (if any) as may from time to time
be permitted under the Listing Rules or by the Stock Exchange.
CONTINUING CONNECTED TRANSACTION
As stated in “Connected Transactions,” our Company engages in and is expected to
continue to conduct certain transactions which will constitute a partially-exempt continuing
connected transaction of our Company under the Listing Rules upon the Listing. The Directors
of our Company consider that strict compliance with the announcement requirements of the
Listing Rules would be unduly burdensome and would impose unnecessary administrative
costs on our Company.
Accordingly, our Company has applied for, and the Stock Exchange has granted us, a
waiver from strict compliance with the announcement requirements under Chapter 14A of the
Listing Rules in respect of such partially-exempt continuing connected transaction upon the
Listing. For details, see “Connected Transactions.”
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W AIVER IN RESPECT OF CLA WBACK MECHANISM
Paragraph 4.2 of Practice Note 18 of the Listing Rules requires a clawback mechanism to
be put in place, which would have the effect of increasing the number of Hong Kong Offer
Shares to certain percentages of the total number of Offer Shares offered in the Global Offering
if certain prescribed total demand levels are reached.
We have applied for, and the Stock Exchange has granted to us, a waiver from strict
compliance with the requirements of Paragraph 4.2 of Practice Note 18 to the Listing Rules
where the Hong Kong Public Offering will initially account for 7.5% of the Global Offering
with the reminder allocated to the International Offering, without being subject to any
clawback mechanism, subject to the condition that the market capitalization of the final
allocation of Offer Shares to the Hong Kong Public Offering will be no less than HK$2.0
billion. The application is made on the following grounds:
(a) Due regard to the interests of Hong Kong public investors . The Company
undertakes that the market capitalization of the final allocation of Offer Shares to
Hong Kong Public Offering will be no less than HK$2.0 billion based on final Offer
Price. Accordingly, the initial allocation is sufficiently large to satisfy the demand
of public investors for Hong Kong Public Offer Shares notwithstanding the lack of
any clawback mechanism.
(b) Availability of more share allocations to Hong Kong retail investors than a
Typical PN18 Waiver (as defined below) . In a typical waiver from strict
compliance with Practice Note 18 as referenced in Chapter 4.14 of the Guide (the
“Typical PN18 Waiver ”) granted by the Stock Exchange, the market capitalization
of the public offer is HK$2.0 billion. The market capitalization of the Hong Kong
Public Offer will be no less than that under the Typical PN18 Waiver.
(c) Understandability of the offering structure . Pursuant to the waiver, the Global
Offering would not involve clawback trigger points and, provided that the Hong
Kong Public Offer is not undersubscribed, the number and percentage of the Hong
Kong Public Offering will not be subject to change. Such structure brings certainty
to public investors and is easy for the average public investor to understand.
(d) Best interests of the Shareholders as a whole . The waiver would allow more Offer
Shares to be allocated under the International Offering to professional and
institutional investors. Involvement by such investors as Shareholders of the
Company will be conducive to a solid and balanced shareholder base, maintain
corporate governance standards of the Company, ensure a balance of long-term
holding and short-term liquidity and enhance the stability of the secondary market
of the H Shares. Accordingly, the Company submits that the waiver is to the
long-term benefit of the Company and in the best interests of its Shareholders as a
whole, including public investors.
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For the avoidance of doubt, if the Hong Kong Public Offering is not fully subscribed, the
unsubscribed Offer Shares under the Hong Kong Public Offering may be reallocated to the
International Offering. See “Structure of the Global Offering — The Hong Kong Public
Offering — Reallocation” for further details.
ALLOCATION OF H SHARES TO EXISTING MINORITY SHAREHOLDERS AND
THEIR CLOSE ASSOCIATES
Rule 10.04 of the Listing Rules requires that a person who is an existing shareholder of
the issuer may only subscribe for or purchase any securities for which listing is sought which
are being marketed by or on behalf of the issuer either in his or its own name or through
nominees if the conditions in Rules 10.03(1) and (2) of the Listing Rules are fulfilled. It is
provided in Rule 10.03(1) of the Listing Rules that no securities may be offered to existing
shareholders on a preferential basis and no preferential treatment may be given to them in the
allocation of the securities; and in Rule 10.03(2) that the minimum prescribed percentage of
public shareholders required by Rule 8.08(1) must be achieved.
Paragraph 5(2) of Appendix F1 to the Listing Rules provides that no allocations will be
permitted to the existing shareholders of the applicant or their close associates, whether in their
own names or through nominees, in the Global Offering unless the conditions set out in Rules
10.03 and 10.04 of the Listing Rules are fulfilled.
Chapter 4.15 of the Guide for New Listing Applicants provides that the Stock Exchange
will consider giving consent and granting waiver from Rule 10.04 of the Listing Rules to an
applicant’s existing shareholders or their close associates to participate in an initial public
offering if any actual or perceived preferential treatment arising from their ability to influence
the applicant during the allocation process can be addressed.
Paragraph 13 of Chapter 4.15 of the Guide for New Listing Applicants sets out the
conditions required to be fulfilled when the Stock Exchange considers granting a waiver and
consent from Rule 10.04 of the Listing Rules to placing to existing shareholders or their close
associates (the “ Existing Shareholder Conditions ”).
Prior to the Listing, our Company’s share capital comprises entirely of A Shares listed on
the Shenzhen Stock Exchange. We have a large and widely dispersed public A Share
shareholder base.
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We have applied to the Stock Exchange for, and the Stock Exchange has granted to us,
a waiver from strict compliance with the requirements under Rule 10.04 and consent under
Paragraph 5(2) of Appendix F1 to the Listing Rules to permit H Shares in the International
Offering to be placed to certain existing minority Shareholders who will participate only as
either cornerstone investors or placees (but not both) in the International Offering (together, the
“Existing Minority Shareholders ”) on the conditions that each of them:
(a) together with their close associates, holds less than 5% of the total number of A
Shares in issue of our Company prior to the completion of the Global Offering;
(b) is not and will not become (upon the completion of the Global Offering) a core
connected person of our Company or the close associate of any such core connected
person;
(c) does not have the right to appoint a Director and/or have any other special rights;
(d) allocation to the Existing Minority Shareholders or their close associates will not
affect our ability to satisfy the public float requirement as prescribed by the Stock
Exchange under Rule 8.08 of the Listing Rules or otherwise approved by the Stock
Exchange; and
(e) that no preferential treatment is given to the Existing Minority Shareholders or their
respective close associates (other than the assured entitlement for a cornerstone
investor);
provided further that:
(i) the Joint Sponsors confirm the matters set out in (a) to (d) above;
(ii) the Joint Sponsors confirm to the Stock Exchange in writing that based on (i) their
discussions with our Company and the Overall Coordinators; and (ii) the
confirmations provided to the Stock Exchange by our Company and the Overall
Coordinators (confirmations (iii) and (iv) mentioned below), and to the best of their
knowledge and belief, they have no reason to believe that any of the Existing
Minority Shareholders or their close associates received any preferential treatment,
or is in a position to exert influence on the Company to obtain actual or perceived
preferential treatment in the allocation either as a cornerstone investor or as a placee
by virtue of their relationship with our Company other than the preferential
treatment of assured entitlement under a cornerstone investment following the
principles set out in Chapter 4.15 of the Guide for New Listing Applicants, and
details of the allocation to the Existing Minority Shareholders holding more than 1%
of the issued share capital of the Company immediately prior to the completion of
the Global Offering will be disclosed in this prospectus and/or the allotment results
announcement, as the case may be;
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(iii) our Company will confirm to the Stock Exchange in writing that:
(A) in the case of participation as cornerstone investors, no preferential treatment
has been, nor will be, given to the Existing Minority Shareholders or their
close associates by virtue of their relationship with our Company, other than
the preferential treatment of assured entitlement under a cornerstone
investment following the principles set out in Chapter 4.15 of the Guide for
New Listing Applicants, nor is the Existing Minority Shareholder in a position
to exert influence on the Company to obtain actual or perceived preferential
treatment, and the Existing Minority Shareholders or their close associates’
cornerstone investment agreements do not contain any material terms which
are more favorable to the Existing Minority Shareholders or their close
associates than those in other cornerstone investment agreements; or
(B) in the case of participation as placees, no preferential treatment has been, nor
will be, given to the Existing Minority Shareholders or their close associates,
nor is the Existing Minority Shareholder in a position to exert influence on the
Company to obtain actual or perceived preferential treatment, by virtue of their
relationship with our Company in any allocation in the placing tranche; and
(iv) in the case of participation as placees, the Overall Coordinators will confirm to the
Stock Exchange (in the form satisfactory to the Stock Exchange) that, to the best of
their knowledge and belief, no preferential treatment has been, nor will be, given to
the Existing Minority Shareholders or their close associates by virtue of their
relationship with our Company in any allocation in the placing tranche.
W AIVER FROM STRICT COMPLIANCE WITH RULE 10.04 OF AND CONSENT
UNDER PARAGRAPH 5(2) OF APPENDIX F1 TO THE LISTING RULES AND
PARAGRAPH 17 OF CHAPTER 4.15 OF THE GUIDE IN RESPECT OF
SUBSCRIPTIONS OF OFFER SHARES BY EXISTING SHAREHOLDERS AND/OR
THEIR CLOSE ASSOCIATES
Rule 10.04 of the Listing Rules provides that a person who is an existing shareholder of
the issuer may only subscribe for or purchase any securities for which listing is sought which
are being marketed by or on behalf of a new applicant either in his or its own name or through
nominees if the conditions in Rule 10.03(1) and (2) of the Listing Rules are fulfilled. The
conditions in Rules 10.03(1) and (2) of the Listing Rules are that (i) no securities will be
offered to them on a preferential basis and no preferential treatment will be given to them in
the allocation of the securities; and (ii) the minimum prescribed percentage of public
shareholders required by Rule 8.08(1) of the Listing Rules is achieved.
Paragraph 5(2) of the Placing Guidelines (the “ Placing Guidelines ”) provides, inter alia,
that without the prior written consent of the Stock Exchange, no allocations will be permitted
to directors or existing shareholders of the applicant or their close associates, whether in their
own names or through nominees unless the conditions set out in Rules 10.03 and 10.04 of the
Listing Rules are fulfilled.
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Paragraph 12 of Chapter 4.15 of the Guide for New Listing Applicants provides that the
Stock Exchange will consider granting a waiver from Rule 10.04 of the Listing Rules and a
consent, pursuant to paragraph 5(2) of Appendix F1 to the Listing Rules, to allow a listing
applicant’s existing shareholders or their close associates to participate in its initial public
offering if any actual or perceived preferential treatment arising from their ability to influence
the listing applicant during the allocation process can be addressed.
Paragraph 13 of Chapter 4.15 of the Guide for New Listing Applicants sets out the
conditions required to be fulfilled when the Stock Exchange considers granting a waiver and
consent from Rule 10.04 of the Listing Rules to placing to existing shareholders or their close
associates (the “ Existing Shareholder Conditions ”)
Paragraph 17 of Chapter 4.15 of the Guide provides that the Stock Exchange will grant
a consent and/or waiver to allow an existing shareholder and/or its close associates and a
cornerstone investor to subscribe or purchase further securities in the IPO without fulfilment
of the Existing Shareholder Conditions subject to the disclosure of details of the allocation in
the listing document and/or the allotment results announcement, and the following:
(a) The offer (excluding any over-allocation) has a total value of at least HK$1 billion;
(b) Securities allocated to all existing shareholders and their close associates (whether
as cornerstone investors and/or as placees) as permitted under this exemption do not
exceed 30% of the total number of securities offered; and
(c) Each director, chief executive, controlling shareholder and, in the case of PRC
issuers, supervisor of the applicant must have confirmed that no securities have been
allocated to them or their respective close associates under this exemption.
(together, the “ Size-based Exemption Conditions ”).
We have applied to the Stock Exchange for, and the Stock Exchange has granted to us,
a waiver from strict compliance with the requirements under Rule 10.04 and consent under
Paragraph 5(2) of Appendix F1 to the Listing Rules for allocation of securities to certain
existing shareholders and/or their close associates who will subscribe for Offer Shares as
cornerstone investors and as placees and to certain cornerstone investors who will subscribe for
further Offer Shares as placees in the International Offering on the conditions that:
(i) the Size-based Exemption Conditions will be fulfilled;
(ii) our Company will comply with the public float requirement under Rule 8.08(1) of
the Listing Rules; and
(iii) details of the allocation to such investors will be disclosed in the allotment results
announcement to be published in connection with the Global Offering.
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DISCLOSURE OF OFFER PRICE
Paragraph 15(2)(c) of Appendix D1A to the Listing Rules provides that the issue price or
offer price of each security must be disclosed in the prospectus. Pursuant to Paragraph 12 of
the Guide, the Stock Exchange also allows an indicative offer price range to be included in the
prospectus, as an alternative to the disclosure of a fixed offer price.
We have applied to the Stock Exchange a waiver from strict compliance with paragraph
15(2)(c) of Appendix D1A to the Listing Rules so that the Company will only disclose the
maximum Offer Price in the Prospectus on the below basis:
(a) The Offer Price will be determined with reference to, among other factors, the
closing price of the Company’s A Shares on the Shenzhen Stock Exchange on the
last trading day on or before the Price Determination Date. Our Company is unable
to control the trading price of our A Shares on the Shenzhen Stock Exchange;
(b) Setting a fixed offer price or an offer price range with a low-end may adversely
affect our ability to price our H Shares in the best interests of our Shareholders and
the market price of the A Shares and the Hong Kong Offer Shares;
(c) Pursuant to paragraphs 9 and 10(b) of the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance, the amount payable on
application and allotment on each share, and the price to be paid for shares
subscribed for, shall be specified in the Prospectus, respectively. Disclosure of a
maximum offer price complies with the requirements prescribed under paragraphs 9
and 10(b) of Part A the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance by providing a clear indication of the
maximum subscription consideration a potential investor shall pay for the Offer
Shares; and
(d) A maximum Offer Price will be disclosed in this prospectus. This alternative
disclosure approach would not prejudice the interests of the investing public in
Hong Kong.
The Stock Exchange has granted to us a waiver from strict compliance with paragraph
15(2)(c) of Appendix D1A to the Listing Rules on the conditions that the Prospectus will
disclose:
(a) the maximum Offer Price;
(b) the time for the determination of the Offer Price and the form of its publication;
(c) the historical prices of the Company’s A Shares and trading volume on the Shenzhen
Stock Exchange during the Track Record Period and up to the Latest Practicable
Date;
(d) the determinants of the final Offer Price; and
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(e) the source for investor to access the latest market price of the Company’s A Shares.
See “Structure of the Global Offering — Pricing — Determining the Pricing of the Offer
Shares” in this prospectus for the historical prices of our A Shares and trading volume on the
Shenzhen Stock Exchange.
CONSENT IN RESPECT OF THE PROPOSED SUBSCRIPTION OF H SHARES BY
CERTAIN CORNERSTONE INVESTORS WHO ARE CONNECTED CLIENTS
Paragraph 5(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 13(7) 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.
CICC Financial Trading Limited (“ CICC FT ”) has entered into cornerstone investment
agreements with the Company and China International Capital Corporation Hong Kong
Securities Limited (“ CICCHKS ”). CICC FT and China International Capital Corporation
Limited (“ CICCL ”) will enter into a series of cross border delta-one OTC swap transactions
(the “ Gaoyi OTC Swaps ” and “ Greenwoods OTC Swaps ”) with each other and the ultimate
clients (the “ CICC FT Ultimate Clients (Gaoyi) ” and “ CICC FT Ultimate Clients
(Greenwoods) ”), respectively, pursuant to which CICC FT will hold the Offer Shares on a
non-discretionary basis to hedge the Gaoyi OTC Swaps and Greenwoods OTC Swaps,
respectively, while the economic risks and returns of the underlying Offer Shares are passed
to the CICC FT Ultimate Clients (Gaoyi) and CICC FT Ultimate Clients (Greenwoods),
respectively. CICC FT and CICCHKS, one of the Joint Sponsors, Overall Coordinators and
Underwriters of the Global Offering, are members of the same group of companies.
Accordingly, CICC FT is a connected client of CICCHKS.
UBS Asset Management (Singapore) Limited (“ UBS AM Singapore ”) has entered into a
cornerstone investment agreement with the Company and UBS AG Hong Kong Branch to
subscribe for Offer Shares and will hold the Offer Shares on a discretionary basis for and on
behalf of its underlying clients and accounts under the International Offering. UBS AM
Singapore is the delegate of the investment manager for and on behalf of its underlying clients
and accounts. UBS AG Hong Kong Branch (“ UBS HK ”) has been appointed, amongst others,
as one of the Overall Coordinators and Underwriters of the Global Offering. UBS AM
Singapore and UBS HK are members of the same group of companies. As a result, UBS AM
Singapore is a connected client of UBS HK.
We have applied for, and the Stock Exchange has granted, a consent under paragraph 5(1)
of Appendix F1 to the Listing Rules to permit each of (i) CICC FT (in connection with Gaoyi
OTC Swaps and Greenwoods OTC Swaps) and (ii) UBS AM Singapore (collectively, the
W AIVERS AND EXEMPTIONS
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“Connected Client Cornerstone Investors ”) to participate in the Global Offering as a
cornerstone investor on the following basis and conditions as set out in Paragraph 5 of Chapter
4.15 of the Guide for New Listing Applicants:
(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) the cornerstone investment agreement of each of the Connected Client Cornerstone
Investors does not contain any material terms which are more favorable to them (as
the case may be) than those in other cornerstone investment agreements;
(c) UBS HK 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 UBS AM
Singapore;
(d) no preferential treatment has been, nor will be, given to CICC FT or UBS AM
Singapore by virtue of their relationship with CICCHKS or UBS HK, respectively,
in any allocation of Offer Shares in the International Offering other than the assured
entitlement under the relevant cornerstone investment agreements;
(e) each of CICC FT and UBS AM Singapore 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 CICCHKS and UBS HK, 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 and UBS HK 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.
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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 Listing Rules, the Companies
(Winding Up and Miscellaneous Provisions) Ordinance and the Securities and Futures (Stock
Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) for the purpose of giving
information to the public with regard to our 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
herein or this prospectus misleading.
RESTRICTIONS ON OFFER AND SALE OF H SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering
will be required to, or be deemed by his acquisition of Hong Kong Offer Shares to, confirm that
he is aware of the restrictions on the offer and sale of the Hong Kong Offer Shares described
in this prospectus.
No action has been taken to permit a public offering of the H Shares or the distribution
of this prospectus in any jurisdiction other than Hong Kong. Accordingly, and without
limitation to the following, this prospectus may not be used for the purpose of, and does not
constitute, an offer or invitation in any jurisdiction or in any circumstances 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 for subscription. The distribution of this prospectus and the offering and sale
of the Offer Shares in other jurisdictions are subject to restrictions and may not be made except
as permitted under the applicable securities laws of such jurisdictions pursuant to registration
with or authorization by the relevant securities regulatory authorities or an exemption
therefrom. In particular, the Offer Shares have not been publicly offered and sold, and will not
be offered and sold, directly or indirectly, in mainland China or the U.S.
CSRC FILING
We have obtained a filing notice dated March 25, 2025 from the CSRC for the Global
Offering and the Listing. No other approvals under the PRC laws and regulations are required
to be obtained for the listing of the H Shares on the Stock Exchange.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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INFORMATION ON THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering.
For applications under the Hong Kong Public Offering, this prospectus contains the terms and
conditions of the Hong Kong Public Offering.
The Hong Kong Offer Shares are offered solely on the basis of the information contained
and representations made in this prospectus and on the terms and subject to the conditions set
out herein and therein. No person is authorized to give any information in connection with the
Global Offering or to make any representation not contained in this prospectus, and any
information or representation not contained herein must not be relied upon as having been
authorized by our Company, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market
Intermediaries, the Underwriters, any of our or their respective affiliates or any of our or their
respective directors, officers, employees, advisors, agents or representatives, or any other
persons or parties involved in the Global Offering.
The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the
Overall Coordinators. Pursuant to the Hong Kong Underwriting Agreement, the Hong Kong
Public Offering is fully underwritten by the Hong Kong Underwriters under the terms and
conditions of the Hong Kong Underwriting Agreement and is subject to us and the Overall
Coordinators (for themselves and on behalf of the Underwriters) agreeing on the Offer Price.
The International Offering is expected to be fully underwritten by the International
Underwriters and subject to the terms and conditions of the International Underwriting
Agreement. For further details on the Underwriters and the underwriting arrangements, see
“Underwriting.”
Neither the delivery of this prospectus nor any offering, sale, delivery, subscription or
acquisition made in connection with the Offer Shares shall, under any circumstances, constitute
a representation or create any implication that there has been no change in our affairs since the
date of this prospectus or that the information in this prospectus is correct as of any date
subsequent to the date of this prospectus.
For details of the structure of the Global Offering, including its conditions and the
arrangements relating to the Offer Size Adjustment Option, the Over-allotment Option and
stabilization, see “Structure of the Global Offering.”
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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APPLICATION FOR LISTING OF THE H SHARES ON THE HONG KONG STOCK
EXCHANGE
We have applied to the Hong Kong Stock Exchange for the granting of listing of, and
permission to deal in, our H Shares to be issued pursuant to the Global Offering (including any
H Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option
and the Over-allotment Option). Dealings in the H Shares on the Hong Kong Stock Exchange
are expected to commence on Tuesday, May 20, 2025. Except for the A Shares that have been
listed on the ChiNext of the Shenzhen Stock Exchange, certain corporate bonds of our Group
listed on the Stock Exchange and our pending application to the Hong Kong Stock Exchange
for the listing of, and permission to deal in, the H Shares, no part of our Company’s Share or
debt securities is listed on or dealt in on the Hong Kong Stock Exchange or any other stock
exchange and no such listing or permission to list is being or proposed to be sought in the near
future.
Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, any allotment made in respect of any application will be invalid if the listing of,
and permission to deal in, the H Shares on the Hong Kong Stock Exchange is refused before
the expiration of three weeks from the date of the closing of the application lists, or such longer
period (not exceeding six weeks) as may, within the said three weeks, be notified to our
Company by or on behalf of the Hong Kong Stock Exchange.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of listing of, and permission to deal in, the H Shares on the Hong
Kong Stock Exchange and our compliance with the stock admission requirements of HKSCC,
the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and
settlement in CCASS with effect from the date of commencement of dealings in the H Shares
on the Hong Kong Stock Exchange or any other date as determined by HKSCC. Settlement of
transactions between participants of the Hong Kong Stock Exchange is required to take place
in CCASS on the second settlement day after any trading day. All activities under CCASS are
subject to the General Rules of HKSCC and the HKSCC Operational Procedures in effect from
time to time. All necessary arrangements have been made for the H Shares to be admitted into
CCASS. Investors should seek the advice of their stockbrokers or other professional advisers
for the details of the settlement arrangements as such arrangements may affect their rights and
interests.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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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 to be maintained in Hong Kong by our H Share Registrar.
Our Company maintains the register of members at our headquarters in mainland China, based
on certificates provided by the securities registration institution.
Dealings in the H Shares registered in our H Share Register will be subject to Hong Kong
stamp duty.
DIVIDENDS PAYABLE TO HOLDERS OF H SHARES
Unless determined otherwise by our Company, dividends payable in Hong Kong dollars
in respect of our H Shares will be paid to the Shareholders as recorded on the H Share Register
of our Company in Hong Kong and sent by ordinary post, at the Shareholders’ risk, to the
registered address of each Shareholder of our Company.
PROFESSIONAL TAX ADVICE RECOMMENDED
You should consult your professional advisers if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding, disposal of, dealing in or the exercise of
any rights in relation to our H Shares. None of our Company, the Joint Sponsors, the Overall
Coordinators, the Joint Global Coordinators, the Joint Lead Managers, the Joint Bookrunners,
the Underwriters, the Capital Market Intermediaries, any of our or their affiliates or any of their
respective directors, officers, employees, advisers, agents or representatives, or any other
persons or parties involved in the Global Offering accepts responsibility for any tax effects on,
or liabilities of, any person resulting from the subscription, purchase, holding, disposal of,
dealing in, or the exercise of any rights in relation to, our H Shares.
LANGUAGE
If there is any inconsistency between this prospectus and its Chinese translation, the
English version of this prospectus shall prevail. The English names of the laws and regulations,
government authorities, institutions, natural persons, other entities (including certain of our
subsidiaries), facilities, certificates and titles of mainland China included in this prospectus are
translations of their Chinese names for identification purposes only. In the event of any
inconsistency, the Chinese version shall prevail.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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ROUNDING
Certain amounts and percentage figures, such as share ownership and operating data,
included in this prospectus may have been subject to rounding adjustments. Accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
preceding them. Any discrepancies in any table, chart or elsewhere between totals and sums of
amounts listed therein are due to rounding.
CURRENCY TRANSLATIONS
Solely for your convenience, this prospectus contains translations among certain amounts
denominated in Renminbi, Hong Kong dollars and U.S. dollars.
Unless otherwise specified, (i) the translations between Renminbi and U.S. dollars were
made at the rate of RMB7.20050 to US$1.00, (ii) the translations between Hong Kong dollars
and Renminbi were made at the rate of RMB0.92891 to HK$1.00, and (iii) the translations
between U.S. dollars and Hong Kong dollars were made at the rate of HK$7.75156 to US$1.00,
being the PBOC rates prevailing on the Latest Practicable Date.
No representation is made that any amounts in RMB, Hong Kong dollars or U.S. dollars
can be or could have been at the relevant dates converted at the above rate or any other rates
or at all.
MARKET SHARE DATA CONVENTION
The statistical and market share information contained in this prospectus has been derived
from official government publications and other sources, including information or data
provided by GGII. Unless otherwise indicated, the information has not been verified by us
independently. This statistical information may not be consistent with other statistical
information from other sources within or outside the PRC. While reasonable caution has been
made in the process of reproducing the data and statistics extracted from such official
government publications or other sources, our Company, the Joint Sponsors, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers,
the Underwriters, any of our and their respective directors, officers, employees, advisors,
agents or representatives, or any other persons or parties involved in the Global Offering make
no representation to the appropriateness, accuracy, completeness or reliability of any such
statistical and market share information.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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DIRECTORS
Name Address Nationality
Executive Directors
Mr. Zeng Yuqun
(ಀ๎໊΋͛)
No. 2 Xingang Road
Zhangwan Town
Jiaocheng District, Ningde City
Fujian Province
PRC
Note
Chinese
(Hong Kong)
Mr. Pan Jian
(ᆙ਄΋͛)
No. 2 Xingang Road
Zhangwan Town
Jiaocheng District, Ningde City
Fujian Province
PRC
Note
Chinese
(Hong Kong)
Mr. Li Ping
(ҽ̻΋͛)
Room 1803, Building 15
Guanyunxuan Community
No. 6 Xingang Road
Zhangwan Town
Jiaocheng District, Ningde City
Fujian Province
PRC
Chinese
Mr. Zhou Jia
(մԳ΋͛)
Room 406, Building 16
Guanyunxuan Community
No. 6 Xingang Road
Zhangwan Town
Jiaocheng District, Ningde City
Fujian Province
PRC
American
Note: Being the business addresses of Mr. Zeng Yuqun and Mr. Pan Jian. We have applied to the SFC, and the SFC
has granted, an exemption from the strict compliance with the requirements under paragraph 6 of the Third
Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance. Accordingly, our
Company is only required to disclose the business addresses of Mr. Zeng Yuqun and Mr. Pan Jian, instead
of their residential addresses. For details, see “Waivers and Exemptions — Disclosure of Executive Directors’
Residential Addresses.”
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Name Address Nationality
Dr. Ouyang Chuying
(௹ɻ)
Room 402, Unit 1, Building 31
No. 202 Beijing West Road
Qingshanhu District, Nanchang City
Jiangxi Province
PRC
Chinese
Mr. Zhao Fenggang
(΋͛)
Room 1402, Block 1 Fuzhuyuan
Shizhuxin Garden
No. 18 Hongtu Road, Nancheng
Dongguan City
Guangdong Province
PRC
Chinese
Independent Non-executive Directors
Dr. Wu Yuhui
(юԃሾ௹ɻ)
Room 602
No. 88 South Huizhan Erli
Siming District, Xiamen City
Fujian Province
PRC
Chinese
Mr. Lin Xiaoxiong
(ʃඪ΋͛)
Room 601
No. 36-1 South Hubin Road
Siming District, Xiamen City
Fujian Province
PRC
Chinese
Dr. Zhao Bei
(Ⴛႍ௹ɻ)
Room 701
No. 28 Baicheng Beach
Xiamen University
Siming District, Xiamen City
Fujian Province
PRC
Chinese
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 107 –


--- page 118 ---
SUPERVISORS
Name Address Nationality
Mr. Wu Yingming
(΋͛)
Room 1803, Building 13
Guanyunxuan Community
No. 6 Xingang Road
Zhangwan Town
Jiaocheng District, Ningde City
Fujian Province
PRC
Chinese
Ms. Feng Chunyan
(ᜮɾɻ)
Room 1405, Unit 2, Block 15
Baoxin City Plaza
No. 2 Tianhu East Road
Jiaocheng District, Ningde City
Fujian Province
PRC
Chinese
Dr. Liu Na
(௹ɻ)
Room 704, Building 1
Orange Court
Goldland Green Town
Xiping Village, Nancheng
Dongguan City
Guangdong Province
PRC
Chinese
For further details regarding our Directors and Supervisors, see “Directors, Supervisors
and Senior Management.”
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors
(in alphabetical order)
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
China Securities (International)
Corporate Finance Company Limited
18/F, Two Exchange Square
8 Connaught Place
Central
Hong Kong
J.P. Morgan Securities (Far East) Limited
28/F, Chater House
8 Connaught Road Central
Hong Kong
Merrill Lynch (Asia Pacific) Limited
55/F, Cheung Kong Center
2 Queen’s Road Central
Central
Hong Kong
Sponsor-Overall Coordinators,
Overall Coordinators, Joint Global
Coordinators, Joint Bookrunners,
Joint Lead Managers and Capital
Market Intermediaries
(in alphabetical order)
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
China Securities (International)
Corporate Finance Company Limited
18/F, Two Exchange Square
8 Connaught Place
Central
Hong Kong
J.P. Morgan Securities (Asia Pacific)
Limited
28/F, Chater House
8 Connaught Road
Central
Hong Kong
Merrill Lynch (Asia Pacific) Limited
55/F, Cheung Kong Center
2 Queen’s Road Central
Central
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Non-Sponsor-Overall Coordinators,
Overall Coordinators, Joint Global
Coordinators, Joint Bookrunners,
Joint Lead Managers and Capital
Market Intermediaries
(in alphabetical order)
Goldman Sachs (Asia) L.L.C.
68/F, Cheung Kong Center
2 Queen’s Road Central
Central
Hong Kong
Morgan Stanley Asia Limited
46/F, International Commerce Centre
1 Austin Road West
Kowloon, Hong Kong
UBS AG Hong Kong Branch
52/F, Two International Finance Centre
8 Finance Street
Central
Hong Kong
Joint Global Coordinators,
Joint Bookrunners,
Joint Lead Managers and
Capital Market Intermediaries
(in alphabetical order)
BNP Paribas Securities (Asia) Limited
60/F. and 63/F., Two International
Finance Centre
8 Finance Street
Central
Hong Kong
Guotai Junan Securities (Hong Kong)
Limited
28/F., Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–1 1 0–


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Legal Advisors to our Company As to Hong Kong and U.S. laws
Kirkland & Ellis
26/F, Gloucester Tower
The Landmark
15 Queen’s Road Central
Central
Hong Kong
As to PRC laws
Llinks Law Offices
19/F, One Lujiazui
68 Yin Cheng Road Middle
Shanghai
PRC
Legal Advisors to the Joint Sponsors and
Underwriters
As to Hong Kong and U.S. laws
Linklaters
11/F, Alexandra House
Chater Road
Central
Hong Kong
As to PRC laws
CM Law Firm
Room 2805, Plaza 66 Tower 2
1366 West Nanjing Road
Shanghai
PRC
Independent Auditor and Reporting
Accountants
Grant Thornton Hong Kong Limited
Certified Public Accountants and
Registered Public Interest Entity Auditor
11/F, Lee Garden Two
28 Yun Ping Road
Causeway Bay
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Industry Consultant Shenzhen GaoGong Industry Research &
Consulting Co. Ltd.
Room 401B, Block A, Wanhai Building
1031 Nanhai Avenue, Yanshan Community
Zhaoshang Street
Nanshan District
Shenzhen
PRC
Compliance Advisor China Securities (International)
Corporate Finance Company Limited
18/F, Two Exchange Square
8 Connaught Place
Central
Hong Kong
Receiving Bank(s) Bank of China (Hong Kong) Limited
1 Garden Road
Hong Kong
CMB Wing Lung Bank Limited
45 Des V oeux Road Central
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–1 1 2–


--- page 123 ---
Registered Office in mainland China and
Headquarters
No. 2 Xingang Road, Zhangwan Town
Jiaocheng District, Ningde City
Fujian Province
PRC
Principal Place of Business in Hong Kong 13/F, LKF29
29 Wyndham Street
Central
Hong Kong
Company’s Website www.catl.com
(Information contained in this website does
not form part of this prospectus)
Authorized Representatives Mr. Pan Jian
No. 2 Xingang Road
Zhangwan Town
Jiaocheng District, Ningde City
Fujian Province
PRC
Mr. Jiang Li
No. 2 Xingang Road
Zhangwan Town
Jiaocheng District, Ningde City
Fujian Province
PRC
Joint Company Secretaries Mr. Jiang Li
No. 2 Xingang Road, Zhangwan Town
Jiaocheng District, Ningde City
Fujian Province
PRC
Ms. Jian Xuegen
(HKCP A, PRC CP A)
40th Floor, Dah Sing Financial Centre
No. 248 Queen’s Road East
Wan Chai
Hong Kong
Strategy Committee Mr. Zeng Yuqun (Chairperson)
Mr. Pan Jian
Mr. Li Ping
Mr. Zhou Jia
Dr. Ouyang Chuying
Mr. Zhao Fenggang
CORPORATE INFORMATION
–1 1 3–


--- page 124 ---
Audit Committee Dr. Wu Yuhui (Chairperson)
Mr. Lin Xiaoxiong
Dr. Zhao Bei
Nomination Committee Mr. Lin Xiaoxiong (Chairperson)
Dr. Wu Yuhui
Mr. Zeng Yuqun
Remuneration and Appraisal Committee Dr. Zhao Bei (Chairperson)
Mr. Lin Xiaoxiong
Mr. Li Ping
H Share Registrar Computershare Hong Kong Investor
Services Limited
Shops 1712-1716
17th Floor, Hopewell Centre
183 Queen’s Road East
Wan Chai
Hong Kong
Principal Banks Industrial and Commercial Bank of China
Ningde Jiaocheng Sub-branch
No. 51 South Jiaocheng Road
Jiaocheng District, Ningde City
Fujian Province
PRC
China Merchants Bank Nancheng
Sub-branch
No. 18 Hongbei Road, Nancheng Street
Dongguan City
Guangdong Province
PRC
HSBC Bank Fuzhou Branch
No. 06-09, 1st Floor
No. 363 Middle Jiangbin Avenue
Aofeng Street
Taijiang District, Fuzhou City
Fujian Province
PRC
Standard Chartered Bank Fuzhou Branch
Unit 1505, Xinhe Plaza
No. 137 Wusi Road
Gulou District, Fuzhou City
Fujian Province
PRC
CORPORATE INFORMATION
–1 1 4–


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The information and statistics set out in this section and other sections of this
prospectus are derived from various official government publications, market research
and other publicly available sources, and other information sourced from independent
suppliers, and from the independent industry report prepared by GGII. The
information from official government sources has not been independently verified by
us, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the
Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers, any
of the Underwriters, any of their respective directors and advisors, or any other persons
or parties involved in the Global Offering, and no representation is given as to its
accuracy.
In recent years, in response to the challenges posed by global climate change and
promoting sustainable development, many countries have formulated strategies and policy
initiatives to drive clean energy transition and promote a low-carbon economy. According to
Net Zero Tracker, 195 jurisdictions worldwide have declared and adopted Nationally
Determined Contributions
1, with a strong emphasis on decarbonizing key sectors such as
power, transportation and industrials. Energy systems in these countries are evolving to
become greener, more efficient and intelligent.
On the power supply side, renewable energy such as wind and solar power have witnessed
rapid expansion globally, with their share of total installed capacity continuously increasing.
Energy storage system is set to play an essential role in providing stability and flexibility in
power systems as renewables scale up. On the grid side, as power grid becomes more flexible,
digitalized and intelligent, its capacity to integrate and accommodate renewable energy is
continuously improving. On the load side, the NEV penetration has surged in recent years, with
electrification extending further to sectors such as machinery, vessels and aircraft, advancing
the transition toward green mobility in phases. Meanwhile, industrial electrification is
deepening, driving the adoption of energy storage solutions in commercial and industrial
applications to facilitate emission reduction. Upon multi-energy complementarity, generation-
grid planning, and source-load interaction, integrated energy system is promoting low-carbon
and clean energy transition of the whole society.
High-quality lithium-ion battery, as core energy storage carrier, with advantages such as
high energy density, long life cycle, excellent stability and safety features, plays a pivotal role
in new electricity system and low-carbon society. A lithium-ion battery primarily consists of
cathode, anode, separator, and electrolyte. Its working principle is as follows: during charging,
lithium ions migrate from the cathode to the anode, storing electrical energy; conversely,
during discharging, lithium ions migrate from the anode to the cathode, releasing the stored
electrical energy. The various performance indicators of lithium-ion batteries involve strong
interconnection among physical fields such as electrochemistry and thermodynamics, and
1 Nationally Determined Contributions (NDCs) are national climate action plans by each country under the Paris
Agreement, an international treaty on climate change including commitments from each country to reduce
emissions and work together to adapt to the impacts of climate change.
INDUSTRY OVERVIEW
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research on the intrinsic characteristics of materials, structure design, and engineering
manufacturing spans micro-, meso-, and macro-scales. Furthermore, the performance
indicators require comprehensive consideration of factors such as application scenario
requirements. For example, energy density is mainly influenced by the specific capacity of
cathode and anode materials and voltage platform, system structure design, and volumetric
utilization efficiency. Life cycle is primarily affected by material stability, side reaction
control, and levels of manufacturing technologies. Charging and discharging rate is mainly
influenced by factors such as battery material conductivity and electrode structure design.
Overall, the design and manufacturing of lithium-ion batteries result from a comprehensive
balance of multidimensional performance metrics. Focusing solely on improving a single
performance indicator may affect the performance of other indicators.
Lithium-ion batteries are primarily classified by application into three categories: EV
batteries, ESS batteries, and consumer electronics batteries. Depending on applications, the
general requirements for EV batteries primarily include (1) a life cycle exceeding 1,500 times
for ternary batteries or exceeding 4,000 times for LFP batteries, (2) a pack-level energy density
exceeding 125Wh/kg, and (3) a C-rate exceeding 1C. For ESS batteries, the general
requirements primarily include (1) a longer life cycle and useful life, (2) a stronger
environmental adaptability and enhanced safety, and (3) a C-rate exceeding 1C for ESS
batteries used in frequency regulation and other purpose.
The mass adoption of lithium-ion battery-powered applications has led to the
development of supporting services, electrification ecosystem and infrastructure, such as
high-efficiency battery charging and swapping and intelligent energy management solutions.
The Omnipresent Application of Lithium-ion Batteries in
Low-Carbon and Clean Energy Transition
LoadPower GridPower Supply
Energy
Storage
Batteries
EV
Batteries
NEV (PV and CV)
Vessels
AircraftCommercial
Residential
Transportation
Industrial
Wind power
Solar power
Microgrids
Power Transmission
and Distribution
MachineryData
centers
Data centers
Wind power and
solar power
Off-grid
Thermal power,
hydroelectric power,
nuclear power and others
Thermal power,
hydroelectric power,
nuclear power and others
Note: Others include geothermal energy, biomass energy, etc.
INDUSTRY OVERVIEW
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OVERVIEW OF THE EV BATTERY INDUSTRY
EV batteries are designed to supply energy to power systems in mobility applications. EV
batteries can be primarily classified by cathode materials into ternary batteries and LFP
batteries. According to the GGII Report, the combined market share of ternary batteries and
LFP batteries exceeded 99% of global EV battery shipments in 2024, making them the
mainstream EV battery products in the current market. Ternary cathode materials theoretically
offer a higher battery energy capacity per gram, enabling greater energy density, higher
charging and discharging efficiency, and wide operating temperature range, while LFP batteries
exhibit better thermal stability and longer life cycle. Beyond these mainstream technologies,
the industry continues to advance through ongoing research and innovation, driving
breakthroughs in emerging battery technologies such as sodium-ion batteries, condensed
batteries, thereby expanding potential application scenarios.
NEV represent the largest end market for EV batteries globally, which can be categorized
into new energy PV and new energy CV . The wide adoption of NEV contributes to the
low-carbon development of transportation. In addition, NEV also enhance the overall user
experience through improvements in dynamic performance and intelligent vehicle systems. The
increasing NEV penetration has driven the growth of global EV battery shipments. Currently,
new energy PV primarily utilize both ternary batteries and LFP batteries, while new energy CV
mainly use LFP batteries.
Overview of the Global NEV Market
Global NEV Market by Region
Global NEV Sales Volume and Market Penetration
4.1% 19.8% 55.7%NEV Penetration
rate
Units in million PV CV
CAGR 2020-2024 2024-2030E
New energy PV 54.2% 19.8%
New energy CV 45.0% 37.8%
Total 53.7% 21.0%
3.2 6.7 10.5 14.1 17.7 22.3 29.5
36.3 43.3 49.8 55.6
3.0 6.4 10.0 13.5 16.9 20.9 27.3 33.3 39.5 45.1 50.2
0.2 0.3 0.5 0.6 0.8 1.5 2.2 3.0 3.8 4.7 5.4
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
Source: International Organization of Motor V ehicle Manufacturers, China Association of Automobile
Manufacturers, European Automobile Manufacturers’ Association, GGII Report
Note: The NEV penetration rate is calculated by dividing the annual sales volume of NEV by total vehicle sales
volume for the same year. Similarly, the penetration rate of new energy PV/CV is calculated by dividing the
annual sales volume of new energy PV/CV by the sales volume in their category for the same year.
INDUSTRY OVERVIEW
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The global NEV demand continues to grow. The global sales volume of NEV increased
from 3.2 million units in 2020 to 17.7 million units in 2024, and is expected to further increase
to 55.6 million units in 2030, representing a CAGR of 21.0% from 2024 to 2030. The global
NEV penetration rate is expected to increase from 19.8% in 2024 to 55.7% in 2030.
Specifically, the penetration rate of new energy PV is expected to increase from 23.2% in 2024
to 61.0% in 2030, and the penetration rate of new energy CV is expected to increase from 4.8%
in 2024 to 31.0% in 2030.
NEV Sales Volume and Market Penetration in China
5.4% 45.0% 92.2%NEV Penetration
rate
PV CV
CAGR 2020-2024 2024-2030E
New energy PV 75.4% 17.4%
New energy CV 47.4% 31.4%
Total 73.2% 18.3%
Units in million
1.3 3.3 6.2 8.3 11.7 15.0 18.6
22.0 25.6 28.7 32.1
1.2 3.1 5.9 8.0 11.1 14.1 17.3 20.3 23.5 26.1 29.0
0.1 0.2 0.3 0.4 0.6 0.9 1.3 1.7 2.1 2.6 3.1
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
Source: China Association of Automobile Manufacturers, GGII Report
China is the world’s largest NEV market by sales volume in 2024, with a total of 11.7
million units sold, and the sales volume is expected to increase to 32.1 million units in 2030,
representing a CAGR of 18.3% from 2024 to 2030. The NEV penetration rate in China reached
45.0% in 2024 and is expected to increase to 92.2% in 2030. Specifically, the penetration rate
of new energy PV in China is expected to increase from 48.5% in 2024 to 94.5% in 2030, and
the penetration rate of new energy CV is expected to increase from 19.4% in 2024 to 75.3%
in 2030.
NEV Sales Volume and Market Penetration in Europe
8.5% 17.2% 60.2%NEV Penetration
rate
Units in million PV CV
CAGR 2020-2024 2024-2030E
New energy PV 20.7% 24.7%
New energy CV 23.5% 58.0%
Total 20.8% 26.5%
1.4 2.3 2.7 3.1 3.0 3.7 5.5
7.5 9.2 10.9 12.2
1.4 2.3 2.6 2.9 2.9 3.4 5.0 6.7 8.2 9.7 10.90.04 0.1 0.1 0.2 0.1 0.3 0.5
0.8 1.0 1.2 1.3
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
Source: International Organization of Motor V ehicle Manufacturers, European Automobile Manufacturers’
Association, GGII Report
INDUSTRY OVERVIEW
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In Europe, the NEV penetration rate reached 17.2% in 2024, and the sales volume of NEV
is expected to increase to 12.2 million units in 2030, with a CAGR of 26.5% from 2024 to
2030. The NEV penetration rate in Europe is expected to increase to 60.2% in 2030.
Specifically, the penetration rate of new energy PV is expected to increase from 20.3% in 2024
to 64.0% in 2030, and the penetration rate of new energy CV is expected to increase from 2.7%
in 2024 to 39.8% in 2030.
NEV Sales Volume and Market Penetration in the United States
2.2% 9.7% 32.4%NEV Penetration
rate
PV CV
CAGR 2020-2024 2024-2030E
New energy PV 47.7% 25.0%
New energy CV 152.3% 37.6%
Total 48.7% 25.4%
Units in million
0.3 0.7 1.0 1.5 1.6 1.9 2.6 3.5 4.3 5.3 6.2
0.3 0.7 1.0 1.5 1.5 1.8 2.6 3.3 4.1 5.0 5.9
0.001 0.001 0.01 0.03 0.05 0.1 0.1 0.2 0.2 0.3
0.3
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
Source: International Organization of Motor V ehicle Manufacturers, GGII Report
In the United States, the NEV penetration rate reached 9.7% in 2024, and the sales volume
of NEV is expected to increase to 6.2 million units in 2030, with a CAGR of 25.4% from 2024
to 2030. The NEV penetration in the United States is expected to increase to 32.4% in 2030.
Specifically, the penetration rate of new energy PV is expected to increase from 12.2% in 2024
to 39.0% in 2030, and the penetration rate of new energy CV is expected to increase from 1.2%
in 2024 to 7.6% in 2030.
Global NEV Market by PV and CV
Global New Energy PV Sales Volume
Units in million BEV PHEV
CAGR 2020-2024 2024-2030E
BEV 51.4% 20.5%
PHEV 59.5% 18.6%
Total 54.2% 19.8%
3.0 6.4 10.0 13.5 16.9 20.9 27.3 33.3 39.5 45.1 50.2
2.0 4.5 7.3 9.4 10.7 12.5 16.7 20.7 24.9 28.9 32.61.0 1.9 2.7 4.1 6.3 8.3 10.7 12.7 14.6 16.2 17.6
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
Source: GGII Report
Note: PHEV include REV
INDUSTRY OVERVIEW
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New energy PV accounted for approximately 95% of total NEV sales volume in 2024.
They can be categorized by powertrain type into BEV and PHEV . In 2024, the average battery
energy capacity per vehicle was 63 kWh for BEV and 24 kWh for PHEV . The global sales
volume of new energy PV reached 16.9 million units in 2024 and is expected to increase to 50.2
million units in 2030, representing a CAGR of 19.8% from 2024 to 2030. Specifically, the
global sales volume of BEV are expected to increase from 10.7 million units in 2024 to 32.6
million units in 2030, with a CAGR of 20.5%, and its market share in new energy PV is
expected to increase from 62.9% in 2024 to 65.0% in 2030. The global sales volume of PHEV
is expected to increase from 6.3 million units in 2024 to 17.6 million units in 2030 with a
CAGR of 18.6%.
Global New Energy CV Sales Volume
Units in million Bus LCV Truck
CAGR 2020-2024 2024-2030E
Bus (2.9%) 12.6%
LCV 56.9% 38.1%
Truck 113.8% 45.5%
Total 45.0% 37.8%
0.2 0.3 0.5 0.6 0.8 1.5 2.2
3.0 3.8
4.7 5.4
0.1 0.1 0.1 0.05 0.1 0.1 0.1 0.1 0.1 0.1 0.10.1 0.2 0.4 0.5 0.6
1.2 1.8 2.5 3.2 3.9 4.50.004 0.01 0.03 0.04 0.1
0.2 0.3
0.4 0.5
0.7 0.8
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
Source: GGII Report
New energy CV primarily include new energy bus, new energy LCV and new energy
truck. The new energy CV sector is experiencing rapid growth driven by multiple factors
including the support of carbon emission reduction policies, enhanced cost effectiveness,
technological advancements, and NEV infrastructure development. CV manufacturers are
expediting their transition to new energy and the number of new energy CV models is rapidly
increasing. The export of high-quality Chinese new energy CV has further stimulated the
development of overseas new energy CV markets. The mass adoption and technological
improvements have boosted the cost effectiveness of new energy CV . With more applications
of high-capacity battery technologies, the driving range of new energy CV is increasing, and
their cost effectiveness is anticipated to be further enhanced. Moreover, the ongoing
enhancement of battery charging and swapping infrastructure for new energy CV has also
improved the efficiency and flexibility of replenishing solutions.
Driven by the above-mentioned factors, the global sales volume of new energy CV
increased from 0.2 million units in 2020 to 0.8 million units in 2024 and is expected to increase
to 5.4 million units in 2030, representing a CAGR of 37.8% from 2024 to 2030. In 2024, total
global CV sales volume reached 16.5 million units, while new energy CV accounted for only
4.8% of the market, highlighting the significant growth potential in this segment. The
penetration rate of new energy CV is expected to increase to 31.0% in 2030. China is currently
the largest market for new energy CV . The penetration rate of new energy CV in China is
INDUSTRY OVERVIEW
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--- page 131 ---
expected to increase from 19.4% in 2024 to 75.3% in 2030. Specifically, the penetration rate
of new energy bus is expected to remain at 55.0% to 60.0%; the penetration rate of new energy
LCV is expected to increase from 19.5% in 2024 to 79.5% in 2030; the penetration rate of new
energy truck is expected to increase from 13.6% in 2024 to 59.6% in 2030.
Overview of Global EV Battery Market
EV Battery Shipments by Region
Global Shipments of EV Batteries
GWh
CAGR 2020-2024 2024-2030E
Shipments of EV batteries 51.8% 25.3%
182 375 636 781 969 1,285 1,753 2,232
2,739
3,260 3,754
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
Source: GGII Report
The growth in sales volume of NEV is driving and is expected to continue propelling a
sustained increase in global EV battery shipments. The global EV battery shipments increased
from 182 GWh in 2020 to 969 GWh in 2024 with a CAGR of 51.8%, and are expected to reach
3,754 GWh in 2030 with a CAGR of 25.3% from 2024 to 2030.
Shipments of EV Batteries in China
GWh
CAGR 2020-2024 2024-2030E
Shipments of EV batteries 63.3% 24.1%
78 184 350 383 551 779 1,001 1,229 1,489 1,736 2,014
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
Source: GGII Report
INDUSTRY OVERVIEW
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In recent years, China’s EV battery market has experienced rapid growth and become the
world’s largest EV battery market. China’s EV battery shipments increased from 78 GWh in
2020 to 551 GWh in 2024 with a CAGR of 63.3%, and are expected to grow to 2,014 GWh in
2030 with a CAGR of 24.1% from 2024 to 2030.
Shipments of EV Batteries in Europe
69 121 158 200 190 243 373
526 657 807 918
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
GWh
CAGR 2020-2024 2024-2030E
Shipments of EV batteries 28.8% 30.0%
Source: GGII Report
EV battery shipments in Europe are expected to grow from 190 GWh in 2024 to 918 GWh
in 2030, with a CAGR of 30.0%.
Shipments of EV Batteries in the United States
25 48 86 127 143 168 242
324 414 508 608
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
GWh
CAGR 2020-2024 2024-2030E
Shipments of EV batteries 54.2% 27.2%
Source: GGII Report
EV battery shipments in the United States are expected to grow from 143 GWh in 2024
to 608 GWh in 2030, with a CAGR of 27.2%.
INDUSTRY OVERVIEW
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--- page 133 ---
EV Battery Shipments by Cathode Chemistry
Global Shipments of EV Batteries by Cathode Chemistry
182 375 636
781
969
1,285
1,753
2,232
2,739
3,260
3,754
150 276 418 499 543 668 906 1,117 1,327 1,596 1,805
32 99 217
281 425
611
834
1,092
1,372
1,602
1,849
0.4 1 0.4 0.3
1
7
12
23
39
62
100
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
Ternary LFP Others
GWh
82.2% 56.1% 48.1%% of
ternary batteries
17.6% 43.8% 49.3%% of LFP batteries
CAGR 2020-2024 2024-2030E
Ternary 38.0% 22.1%
LFP 90.8% 27.8%
Others 23.9% 115.3%
Total 51.8% 25.3%
Source: GGII Report
Note: Others include sodium-ion batteries and others
In general, ternary batteries offer higher battery energy density, higher charging and
discharging efficiency, and higher recycling value. On the other hand, LFP batteries generally
have advantages like better thermal stability and longer life cycle. The global shipments of
ternary batteries increased from 150 GWh in 2020 to 543 GWh in 2024 with a CAGR of 38.0%,
and are expected to reach 1,805 GWh in 2030 with a CAGR of 22.1% from 2024 to 2030,
accounting for 48.1% of global EV battery shipments in 2030. The global shipments of LFP
batteries increased from 32 GWh in 2020 to 425 GWh in 2024 with a CAGR of 90.8%, and are
expected to reach 1,849 GWh in 2030 with a CAGR of 27.8% from 2024 to 2030. Driven by
the improved competitiveness of LFP batteries based on enhanced battery performance and
increased efficiency of battery system integration, the global market share of LFP batteries
increased from 17.6% in 2020 to 43.8% in 2024, and is expected to reach 49.3% in 2030.
EV Battery Shipments by PV and CV
Global Shipments of EV Batteries for PV
160 342 582 720 886 1,125 1,504
1,869 2,259
2,629 2,976
138 298 514 615 721 877 1,179 1,471 1,786 2,088 2,374
22 44 69 106
165 247 326
398
473 541
602
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
BEV PHEV and other hybridsGWh
CAGR 2020-2024 2024-2030E
BEV 51.1% 22.0%
PHEV and other
hybrids 65.9% 24.0%
Total 53.4% 22.4%
Source: GGII Report
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The global shipments of EV batteries for PV increased from 160 GWh in 2020 to 886
GWh in 2024, with a CAGR of 53.4%, and are expected to reach 2,976 GWh in 2030. In
particular, the shipments of EV batteries for BEV , which feature higher battery energy capacity
per vehicle compared to PHEV , are expected to grow from 721 GWh in 2024 to 2,374 GWh
in 2030 with a CAGR of 22.0%, while the shipments of EV batteries for PHEV and other
hybrids are expected to increase from 165 GWh in 2024 to 602 GWh in 2030 with a CAGR
of 24.0%.
Global Shipments of EV Batteries for CV
22 33 53 60 83 160
248
363
480
631
779
16 15 18 13 13 22 22 25 25 26 31
6 14 26 33 38 80 124 185 245 320 388
1 4 9 14 32 59 102
153
210
286
359
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
Bus LCV Truck
GWh
CAGR 2020-2024 2024-2030E
Bus 15.4%
LCV 60.8% 47.5%
Truck 131.1% 49.5%
Total 38.9% 45.2%
(4.1%)
Source: GGII Report
The global shipments of EV batteries for new energy CV increased from 22 GWh in 2020
to 83 GWh in 2024 with a CAGR of 38.9%, and are expected to reach 779 GWh in 2030, with
a CAGR of 45.2% from 2024 to 2030. In particular, the shipments of EV batteries for E-Bus
are expected to grow from 13 GWh in 2024 to 31 GWh in 2030 with a CAGR of 15.4%; the
shipments of EV batteries for E-LCV are expected to increase from 38 GWh in 2024 to 388
GWh in 2030 with a CAGR of 47.5%; and the shipments of EV batteries for E-Truck are
expected to increase from 32 GWh in 2024 to 359 GWh in 2030 with a CAGR of 49.5%.
Growth Drivers for the EV Battery Market
Rapid Development of the NEV Market: The accelerating electrification of vehicles has
contributed to the rapid growth in the EV battery market. This increasing penetration of NEV
is driven by the following factors:
 Rapid increase in available NEV models: The global automobile industry is
transitioning toward electrification. Automakers have continuously increased their
investments in the R&D and production of NEV , leading to a rapid increase in the
number of available NEV models. According to the GGII Report, in 2024, the
number of new energy PV models available for sale worldwide exceeded 750 and is
expected to reach over 1,500 in 2030; in 2024, the number of new energy CV models
available for sale worldwide is approximately 3,000 and is expected to reach over
7,000 in 2030.
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 Advancement in intelligence: The electrical architecture of NEV is more adaptable
to the hardware and software systems required for intelligent vehicles. With
continuous advancement and wide application of technologies such as smart
cockpits and autonomous driving, user experience has significantly improved. Smart
cockpit technology enables intelligent human-machine interaction, high-definition
displays with immersive experiences, and multimedia interconnectivity,
comprehensively enhancing the end-user experience. According to the GGII Report,
by 2030, global sales of new energy PV equipped with smart cockpits are expected
to reach approximately 43 million, accounting for 85% of the total sales volume of
new energy PV . In terms of autonomous driving, by 2030, approximately 38 million
new energy PV to be sold globally will feature L2 or higher technologies,
accounting for 76% of the total sales volume of new energy PV . As L3 and above
autonomous driving technologies mature, autonomous NEV will gradually enter
commercialization, further boosting demand for NEV in the future.
 Continuous improvement of NEV infrastructure: The scale of global battery
charging and swapping infrastructure has expanded significantly. The increasingly
well-developed charging and swapping network for NEV has significantly enhanced
the convenience of using NEV . According to the GGII Report, installed charging
piles for new energy PV worldwide exceeded 50 million by the end of 2024, more
than three times the number by the end of 2020, among these, the number of public
fast-charging piles reached approximately 3 million, and is expected to reach 10
million by the end of 2030; the number of charging piles for E-Truck worldwide
reached approximately 30,000, and is expected to reach approximately 150,000 by
the end of 2030. In addition, the promotion and adaption of battery-swapping modes
have further improved the efficiency and flexibility of NEV replenishing solutions.
By the end of 2024, there were over 5,000 battery-swapping stations for new energy
PV worldwide, more than seven times the number by the end of 2020, and is
expected to exceed 20,000 by the end of 2030; there were approximately 1,000
battery-swapping stations for E-Truck worldwide, and it is expected to increase to
over 9,000 in 2030. Increasing intelligent charging piles and battery-swapping
stations can realize two-way interaction with the power grid and promote the
development of V2G, which can reduce the impact of concentrated charging of NEV
on the power grid, and further improve the flexibility of the power grid.
 Improved cost effectiveness: The continuous advancement in NEV technology, the
maturity of the supply chain, and economies of scale have steadily reduced NEV
purchase costs. Meanwhile, electricity costs and maintenance expenses of NEV
during usage period are significantly lower than those for traditional fuel vehicles,
making NEV more attractive to end users. According to the GGII Report, E-Bus,
E-LCV and E-Truck used for urban and short-distance transportation scenarios in
China have better cost effectiveness in terms of TCO (total cost of ownership).
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Gradual Increase in Battery Energy Capacity per Vehicle: According to the GGII
Report, for passenger vehicles in 2024, the global average battery energy capacity per vehicle
for BEV and PHEV was 63 kWh and 24 kWh, respectively, and is expected to reach 68 kWh
and 32 kWh in 2030, respectively. Compared with new energy PV , E-Bus and E-Truck have a
higher battery energy capacity per vehicle. In 2024, the global average battery energy capacity
per vehicle for E-Bus, E-LCV and E-Truck was 199 kWh, 54 kWh, and 349 kWh, respectively,
which are expected to increase to 230 kWh, 80 kWh, and 410 kWh in 2030, respectively. The
increase in the battery energy capacity per vehicle has contributed to the growth in EV battery
shipments.
Emerging Application Scenarios: With technological advancement and innovation, EV
batteries have seen continuous improvements in energy density, life cycle, charge-discharge
rate, safety and reliability. Their applications have gradually expanded to emerging fields such
as machinery, vessels and aircraft, further driving demand in the EV battery market.
Competitive Landscape of EV Battery Market
Major players in the global EV battery market include companies from China, South
Korea, Japan, among others, with a relatively high market concentration due to significant
barriers to entry. Based on EV battery usage volume in 2024, the top five and top ten EV
battery companies accounted for 74.7% and 89.4% of the global market, respectively. Leading
companies dominate the industry, leveraging their technological innovation, strengths in scale
and capital resources, customer relationships and supply chain management capabilities.
Global EV Battery
Market Share in 2022
Global EV Battery
Market Share in 2023
Global EV Battery
Market Share in 2024
CATL
36.2%
LG Energy Solution
14.1%
BYD
13.9%
Panasonic
7.0%
SK On
5.9%
Samsung SDI
4.7%
CALB
3.6%
Gotion High-tech
2.7%
Sunwoda
1.8%
EVE Energy
1.4%
Others
8.7%
CATL
36.6%
BYD
15.9%
LG Energy Solution
13.5%
Panasonic
6.1%
SK On
4.9%
CALB
4.8%
Samsung SDI
4.7%
Gotion High-tech
2.3%
EVE Energy
2.3%
Sunwoda
1.5%
Others
7.2%
CATL
37.9%
BYD
17.2%
LG Energy Solution
10.8%
CALB
4.4%
SK On
4.4%
Panasonic
3.9%
Samsung SDI
3.3%
Gotion High-tech
3.2%
EVE Energy
2.3%
Sunwoda
2.1%
Others
10.5%
Source: GGII Report, SNE Research
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OVERVIEW OF THE ESS BATTERY INDUSTRY
Electrochemical energy storage, exemplified by lithium-ion batteries, enables the storage,
conversion, and utilization of electrical energy, with a vital role in stabilizing power output,
peak-shaving and valley-filling, as well as regulation of system frequency. Currently,
electrochemical energy storage systems mainly use LFP batteries. ESS batteries can be used for
FTM energy storage and BTM energy storage based on their application scenarios. FTM energy
storage offers a wide array of services for the power system. For example: (1) FTM energy
storage ensures power generation capacity, maintains grid stability, and improves renewable
energy integration. Wind and solar power have become the primary approach of global clean
energy transformation, however, their power generation are unstable and volatile. FTM energy
storage can store or release wind and solar power generated according to the grid capacity and
the power demand, achieving flexibility in energy release; (2) FTM energy storage can charge
during low-power-demand period and discharge during peak-power-demand period to ensure
power supply and demand balance; (3) FTM energy storage can alleviate grid congestion by
storing power that cannot be transmitted when the grid is clogged and releasing such power
when the grid load is below capacity. BTM energy storage encompasses various applications,
including industrial and commercial energy storage, data center energy storage, residential
energy storage, and telecommunications energy storage, primarily serving functions include:
(1) BTM energy storage can provide users with stable and reliable power supply; (2) BTM
energy storage can charge and discharge during off-peak-rate period and peak-rate period,
respective, to save electricity expenses; (3) BTM energy storage can be used as an emergency
backup to reduce the impact of sudden power restriction and blackout, and (4) BTM energy
storage can supply power during peak-power-demand period and reduce the demand for
transformer capacity expansion. Additionally, advancements in energy storage technology and
integrated applications have led to the development of innovative power system applications
such as microgrids and virtual power plants.
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The energy storage sector is still in the early stage of development. It receives guidance
and support from various countries worldwide through top-level policy planning,
improvements in electricity market, and the establishment of incentive mechanisms. By
advancing and optimizing various market mechanisms, including the electricity spot market,
medium and long-term market, ancillary service market and capacity market, the energy
storage industry anticipates more diversified profitability models from multiple revenue
sources. In recent years, along with the low-carbon transition and continuously increasing
penetration of renewable energy of the power industry, regions like China and Europe have
seen a general rise in peak-valley price difference, with possibility of further widening in the
future. This trend expands the potential for energy storage in peak-shaving and valley-filling
and price arbitrage, as the business model of energy storage gradually mature. Furthermore,
with the robust development of intelligent application, computing power and electricity
demands of data centers have increased significantly. Guided by the carbon reduction goals of
technology companies and data center operators, renewable energy paired with ESS has
become an effective solution to meet data centers’ substantial urgent new electricity demands,
ensuring a stable, low-carbon energy supply for their operations.
Overview of the Global Renewable Energy Market (Wind and Solar Power)
Global Cumulative Installed Capacity of Wind and Solar Power
1,505 1,784 2,204
2,784
3,555
4,241
4,947
5,763
6,584
7,423
8,258
774 947 1,183 1,624 2,203 2,734 3,265 3,865 4,482 5,090 5,723
731 837
1,021
1,160
1,351
1,507
1,682
1,899
2,103
2,333
2,535
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
Solar Power Wind Power
GW
CAGR 2020-2024 2024-2030E
Solar Power 29.9% 17.2%
Wind Power 16.6% 11.1%
Total 24.0% 15.1%
Source: International Energy Agency, DNV , GGII Report
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Global cumulative installed capacity of wind and solar power grew from 1,505 GW in
2020 to 3,555 GW in 2024 with a CAGR of 24.0%, and is expected to reach 8,258 GW in 2030,
with a CAGR of 15.1% from 2024 to 2030. Wind and solar power is estimated to account for
2.5 TW and 5.7 TW of the global cumulative installed power capacity in 2030, representing
16% and 36% of the total, respectively.
Cumulative Installed Capacity of Wind and Solar Power in China
535 635 758
1,051
1,407
1,737
2,078
2,432
2,802
3,176
3,560
253 307 393 609 887 1,137 1,397 1,660 1,930 2,202 2,482
282 328 365
441
521
601
682
772
872
974
1,078
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
Solar Power Wind Power
GW
CAGR 2020-2024 2024-2030E
Solar Power 36.8% 18.7%
Wind Power 16.6% 12.9%
Total 27.4% 16.7%
Source: NEA, China Photovoltaic Industry Association, GGII Report
The cumulative installed capacity of wind and solar power in China reached 1,407 GW
in 2024, accounting for 40% of the global cumulative installed power capacity, with a CAGR
of 27.4% from 2020 to 2024. It is expected to further increase to 3,560 GW in 2030 with a
CAGR of 16.7% from 2024 to 2030. Wind and solar power is estimated to account for 1.1 TW
and 2.5 TW of China’s cumulative installed power capacity in 2030, accounting for 18% and
42% of the total, respectively.
Overview of the Global ESS Battery Market
ESS Battery Shipments by Region
Global ESS Battery Shipments
GWh
27 44 121 185 301 481 612
748 946 1,110
1,400
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
CAGR 2020-2024 2024-2030E
ESS Battery
Shipments 82.7% 29.2%
Source: GGII Report
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The cumulative installed capacity of wind and solar power globally continues to grow,
highlighting the significant regulatory role of FTM energy storage. Combined with the
widespread application of BTM energy storage in industrial and commercial application and
data centers, the global ESS battery shipments has grown from 27 GWh in 2020 to 301 GWh
in 2024 with a CAGR of 82.7%, and are expected to increase to 1,400 GWh in 2030, with a
CAGR of 29.2% from 2024 to 2030.
ESS Battery Shipments in China
12 22 55 89 154 224 290
364 458 500
660
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
GWh
CAGR 2020-2024 2024-2030E
ESS Battery
Shipments 87.8% 27.4%
Source: GGII Report
Supported by policies promoting energy conservation, carbon reduction and renewable
energy, the cumulative installed capacity of wind and solar power in China has been
consistently increasing. As an important flexible adjustment resources, the demand for energy
storage is rapidly growing. The ESS battery shipments in China grew from 12 GWh in 2020
to 154 GWh in 2024, with a CAGR of 87.8%, and are expected to increase to 660 GWh in 2030,
with a CAGR of 27.4% from 2024 to 2030.
ESS Battery Shipments in Europe
4 6 19 36 50
80 82
99 126 138 160
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
GWh
CAGR 2020-2024 2024-2030E
ESS Battery
Shipments 85.5% 21.5%
Source: GGII Report
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In Europe, with the transformation of clean energy and the promotion of power reform,
the cumulative installed capacity of wind and solar power in Europe has been increasing, and
the FTM and BTM energy storage markets have experienced rapid development. ESS battery
shipments in Europe are expected to increase from 50 GWh in 2024 to 160 GWh in 2030, with
a CAGR of 21.5%.
ESS Battery Shipments in the United States
9 15 40 50 78 115 136
170 222
312
400
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
GWh
CAGR 2020-2024 2024-2030E
ESS Battery
Shipments 70.5% 31.2%
Source: GGII Report
In the United States, driven by factors such as policy reforms to accelerate the process of
connecting renewable energy to the power grid and increasing power demand from data
centers, the installation of energy storage in the United States has accelerated. In the United
States, ESS battery shipments are expected to increase from 78 GWh in 2024 to 400 GWh in
2030, with a CAGR of 31.2%.
ESS Battery Shipments by Application
Global ESS Battery Shipments by Application
27 44
121 185
301
481
612
748
946
1,110
1,400
15 28 80 135 236
378 462 525 605 628 750
12 16 41 47
55
87
115
154
231 282
350
- - - 3
10
15
35
69
110
200
300
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
FTM energy storage BTM energy storage Data center energy storageGWh
CAGR 2020-2024 2024-2030E
FTM energy storage 99.2% 21.3%
BTM energy storage 45.8% 36.2%
Data center energy storage N/A 76.3%
Total 82.5% 29.2%
Source: GGII Report
Note: BTM energy storage mainly includes industrial and commercial energy storage, and residential energy storage
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In 2024, FTM energy storage accounted for over 75% of global ESS battery shipments.
The shipments of FTM energy storage batteries grew from 15 GWh in 2020 to 236 GWh in
2024, with a CAGR of 99.2%, and are expected to increase to 750 GWh in 2030, with a CAGR
of 21.3% from 2024 to 2030.
The shipments of BTM ESS batteries grew from 12 GWh in 2020 to 55 GWh in 2024,
with a CAGR of 45.8%, and are expected to increase to 350 GWh in 2030, with a CAGR of
36.2% from 2024 to 2030. In the coming years, the shipments of ESS batteries in data centers
are expected to increase from 10 GWh in 2024 to approximately 300 GWh in 2030, with a
CAGR of 76.3%.
Drivers for the ESS Battery Market
Global Electricity Demand Growth : The global demand for electricity continues to rise,
driven by global economic development, population growth, and accelerating electrification.
According to the GGII Report, global electricity demand reached approximately 30,000 TWh
in 2024, and is expected to increase with a CAGR of 4.5% from 2024 to 2030.
Policy Support: Many countries have introduced policies to guide and support the
development of renewable energy and energy storage industries. In China, government
authorities including the NDRC and the NEA have issued multiple policy initiatives, such as
the 14th Five-Year Plan for Renewable Energy Development (஝
ྌ), the Notice on Promoting the Grid Integration and Dispatch of New Types of Energy
Storage (), and the Implementation Plan for the
Special Action on Optimization of Power System Regulation Capacity (2025-2027) ( ཥɢӻ
ࣩ2025-2027 ϋ)), to support the development of renewable
energy and energy storage industries, and to improve power system and market development.
The EU published the REPowerEU plan in 2022, and established a target to increase the share
of renewable energy in the power mix to 42.5% by 2030, with the aspiration to reach 45%. This
plan emphasizes the critical role of energy storage in facilitating the EU’s energy transition and
climate goal. Under this framework, a series of incentive programs for renewable energy and
energy storage have been introduced. In addition, the EU proposed the Clean Industrial Deal
in 2025, which plans to raise the economy-wide electrification rate from 21.3% to 32% by 2030
while deploying an additional 100 GW of renewable energy capacity per year up to 2030, in
order to gradually reduce the reliance on traditional energy sources.
Development of Renewable Energy : According to the GGII Report, the share of
renewable power generation in the global power mix has been steadily increasing. Wind and
solar power’s share increased from 9% in 2020 to 17% in 2024, and is expected to reach
approximately 31% in 2030. Energy storage, serving as a flexible grid-balancing resource in
power systems, has become increasingly critical for renewable energy integration, power
supply-demand balancing, and grid stability, which drives rigid demand for storage growth.
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Demand from Data Centers : The rapid advancement of applications of intelligent
technologies is driving a significant increase in the demand for computing power and
electricity consumption of data centers. According to the GGII Report, global data center
electricity consumption is expected to reach approximately 1,900 TWh in 2030. Many leading
technology companies and data center operators have established and implemented definitive
carbon reduction targets. Renewable energy equipped with ESS batteries has become an
effective solution that can be rapidly deployed to provide clean energy for data centers to meet
their substantial new electricity demands, making it a key driver for the energy storage market
growth.
Improved Cost Effectiveness : The costs of ESS have declined significantly in recent
years, driven by technology advancement, supply chain maturity, and economies of scale,
enhancing the cost effectiveness of energy storage applications, thus contributing to the rapid
growth in demand for ESS batteries.
Competitive Landscape of ESS Battery Market
The competitive landscape of the global ESS battery market is similar to that of the EV
battery industry, with relatively concentrated market share. In terms of shipment volume, in
2024, the top five and top ten energy storage battery manufacturers accounted for 73% and 96%
of the global market, respectively. There is notable overlap between the global top ten
companies in EV batteries and ESS batteries.
Global ESS Battery
Market Share in 2022
Global ESS Battery
Market Share in 2023
Global ESS Battery
Market Share in 2024
Great Power
5%
Others
2%
CALB
2%Gotion High-tech
4%
LG Energy
Solution
7%
Samsung SDI
7%
EVE Energy
8% BYD
12%
CATL
43%
Rept Battero
Energy
6%
Hithium
4%
CATL
40%
BYD
12%
EVE Energy
11%
Rept Battero
Energy
8%
Hithium
7%
Samsung SDI
5%
LG Energy Solution
4%
CALB
4%
Gotion High-tech
3%
Great Power
1% Others
4%
CATL
37%
EVE Energy
13%
BYD
9%
Hithium
8%
Rept Battero
Energy
7%
CALB
7%
Gotion High-tech
6%
Envision AESC
4%
Samsung SDI
3%
LG Energy
Solution
3%
Others
4%
Source: GGII Report, SNE Research
INDUSTRY OVERVIEW
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OVERVIEW OF BATTERY RECYCLING INDUSTRY
As more lithium-ion batteries reach the end of their life cycle, the demand for effective
battery recycling solutions is growing. Battery recycling is particularly crucial as these
batteries contain heavy metals and hazardous substances that, if not properly recycled, could
pose significant environmental risks. Lithium-ion battery recycling involves recovering and
processing valuable metals such as nickel, cobalt, manganese and lithium, along with other
materials from retired batteries, enabling the closed-loop utilization of critical resources
required for battery manufacturing. Moreover, battery recycling helps reduce the overall life
cycle carbon footprint of lithium-ion batteries compared to using raw mineral materials. The
battery industry needs to build a closed-loop industrial ecosystem of battery production, usage,
cascade utilization and recycling to achieve sustainable development of resources.
The lithium-ion battery recycling process primarily consists of discharging the batteries,
followed by dismantling and crushing, and then separating different materials. These extracted
materials are further processed using various technologies, including pyrometallurgical and
hydrometallurgical methods. Continuous advancements in lithium-ion battery recycling
technologies have significantly improved recovery rates and cost effectiveness, reducing
reliance on raw mineral materials and mitigating the constraints caused by regional scarcity of
resources.
The lithium-ion battery recycling industry remains in its early stages of development,
with countries worldwide implementing policies and regulations to support market growth and
establish industry standards. Governments are strengthening industry oversight by imposing
strict entry requirements on recycling companies, particularly regarding safety and
environmental compliance. For example, China has introduced a series of policy initiatives
aimed at building a comprehensive, efficient, and standardized waste recycling system,
advancing the R&D and application of recycling technology, and improving traceability
management. Key regulations include the Guidelines on Accelerating the Construction of
Waste Recycling Systems (จԈ) and the Industry
Standards for Comprehensive Utilization of Used Power Batteries from New Energy Vehicles
(อঐ๕ӛԓᄻᔚਗɢཥϫၝΥл͜Бุ஝ᇍૢ΁). They require recycling companies to
meet specific standards in areas such as site selection, equipment and processes, resource
utilization and energy efficiency, and environmental protection. The EU Battery Regulation
established specific targets for EV battery recycling, outlining clear requirements for overall
battery recovery rates, material recovery rates, and the minimum proportion of recycled
content. Starting from 2025, all collected waste batteries must be recycled, with high recovery
rates, particularly for critical materials such as cobalt, lithium, and nickel. Furthermore, the
regulation specifies that EV batteries must contain a certain proportion of recycled materials
– for example, the proportion of recycled lithium must reach 6% by 2031 and 12% by 2036.
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The battery recycling market continues to attract diverse participants, including
traditional scrap and waste recycling companies, battery manufacturers, battery materials
companies and mining companies. These industry participants are establishing recycling
service networks through independent initiatives and collaborative partnerships, gradually
forming a structured and comprehensive battery collection and recycling ecosystem. The global
battery recycling market is expected to continue expanding, with its total market size projected
to reach 949 GWh by 2030.
Global Battery Recycling Market Size
79 112 149 172 209
263
336
421
548
708
949
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
GWh
CAGR 2020-2024 2024-2030E
Battery Recycling
Market Size 27.4% 28.7%
Source: GGII Report
Note: Including retired batteries, as well as waste materials generated from battery and materials production
EMERGING APPLICATIONS
The application of lithium-ion batteries in NEV and energy storage sectors are becoming
increasingly mature. Continuous technological innovations have enabled the use of lithium-ion
batteries in more diverse scenarios, thereby accelerating electrification across all sectors of the
society. Next-generation EV batteries are driving the electrification of machinery, vessels and
aircraft, further reducing carbon emissions. Moreover, with the introduction and wide adoption
of emerging technologies, the demand for EV batteries in intelligence-driven application is
expected to be immense.
Based on these four major applications, market demand for lithium-ion batteries in
emerging fields is expected to surge beyond 13 TWh by 2050.
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Battery Shipments in Emerging Applications
~100 ~160
~30 ~100
~270
~850
~350
~900
~600
~1,400
~1,300
~10,000GWh
2030E 2050E
Machinery Vessels Aircraft Others
2040E 2030E 2050E 2040E 2030E 2050E 2040E 2030E 2050E 2040E
CAGR 2030E-2040E 2040E-2050E
Machinery 10.9% 8.4%
Vessels 18.2% 5.1%
Aircraft 27.7% 13.4%
Others 24.6% 27.1%
Source: GGII Report
INDUSTRY OUTLOOK
The wide adoption of EV batteries and ESS batteries has gradually fostered the
development of an industrial ecosystem, creating demands for related services, such as the
construction and management of battery charging and swapping stations, the operation and
maintenance of energy storage facilities, V2G (two-way interaction between NEV and the
power grid), energy internet platforms, and intelligent energy management systems, which
plays an important role in promoting the development of the new energy industry and
improving the flexibility of the power system. The industry is evolving from simply offering
products to providing services, then to delivering comprehensive solutions, and ultimately
achieving deep integration. This progression enables the intelligent interconnection, dispatch
and management of green energy, establishes a safe, efficient, flexible and intelligent new
energy system, and contributes to the wide adoption of zero-carbon solutions and the
realization of a zero-carbon society. According to the GGII Report, between 2020 and 2050, the
total investments required to achieve net-zero targets is expected to exceed US$275 trillion
globally.
INDUSTRY OVERVIEW
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--- page 147 ---
KEY ENTRY BARRIERS FOR THE LITHIUM-ION BATTERY INDUSTRY
Technology: Lithium-ion batteries are essential components in low-carbon and clean
energy transition. The development and large-scale production of lithium-ion batteries that
combine high safety, high performance, superior quality, and low cost face exceptionally high
entry barriers. Battery technology requires a profound understanding and comprehensive
application of electrochemistry, thermodynamics, and molecular dynamics, spanning multiple
principles and fundamental theories across micro-, meso-, and macro-scales. The R&D and
manufacturing of high-quality batteries encompass materials, product design, processes,
engineering design, testing and analysis, and intelligent manufacturing, each of which demands
an extremely high level of technical precision. These technologies must not only be validated
in laboratory environments but also undergo long-term refinement and optimization in
real-world production and application scenarios.
Scale and Capital: The battery industry exhibits characteristics of being technology-
intensive, capital-intensive, and labor-intensive simultaneously. Its highly complex
technologies rely on cutting-edge innovations in materials and processes, necessitating
substantial R&D investments and cross-disciplinary technical expertise. Moreover, the industry
demands sustained and large-scale capital investments, from experimental research and
development to mass production, as well as the construction, maintenance, and continuous
upgrading of large-scale production lines to ensure product quality. Additionally, battery
assembly, quality inspection, and post-production maintenance still rely heavily on manual
operations and precision management. Only battery companies that possess all three
competitive advantages — technological strength, financial resources, and labor expertise —
can establish a sustainable competitive edge in the industry.
Customer Relationship: Customers require a long period to accurately assess the
performance and quality of battery products, leading them to be highly cautious when selecting
new battery suppliers. For example, EV batteries are core components of NEV , accounting for
30% to 60% of total vehicle costs. Given the lengthy development cycle of new vehicle models,
battery manufacturers must engage in long-term joint development with automakers and
undergo multiple rounds of validation before securing nomination. Considering the sales cycle
of vehicle models, automakers are reluctant to change the suppliers for core components such
as batteries. As a result, customers tend to choose battery suppliers with strong technological
capabilities, stable partnerships, and large-scale delivery capacity to ensure reliability and
continuity.
Supply Chain Management: The cost of materials accounts for a significant proportion
of the total cost of EV and ESS batteries, and price fluctuations in certain materials can have
a substantial impact on overall battery costs. Material supply directly influences production
planning for battery manufacturers, while material quality affects both manufacturing
consistency and product delivery to customers. As a result, securing low-cost, stable, and
high-quality materials is one of the key competitive advantages for battery companies. Battery
manufacturers that establish deep collaboration with upstream material suppliers — ensuring
both technological compatibility and a stable supply chain — can effectively control costs,
drive technological innovation, and maintain strong market competitiveness.
INDUSTRY OVERVIEW
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--- page 148 ---
ANALYSIS OF LITHIUM-ION BATTERY PRICE AND COSTS
Major Cost Components
Lithium-ion battery cells mainly consist of cathode, anode, separator, and electrolyte. In
the cost structure of lithium-ion cells, material costs account for approximately 70% to 85% of
the total cell cost, with cathode materials constituting the largest cost component.
Cost Structure of Lithium-ion Batteries in 2024
Material cost
70%-85%
Manufacturing cost
13%-18%
Direct labor cost
3%-8%
Source: GGII Report
Price Analysis of Key Raw Materials
The price of lithium carbonate, a key raw material influencing lithium-ion battery cathode
price, responds sharply to industry supply-demand fluctuations. Both new production and
capacity expansion of lithium carbonate, involves multiple stages, including extraction,
beneficiation, and refining, which requires a prolonged processing period, typically taking two
to three years. Since 2020, the rapid expansion in NEV and energy storage market demand
coupled with limited incremental supply of lithium carbonate, has resulted in a supply shortage
and a sharp price surge. Price of lithium carbonate reached a peak of over RMB600,000 per ton
in the fourth quarter of 2022. As supply gradually increased, price began to decline. By
December 2024, lithium carbonate price has drop to RMB72,000 per ton.
INDUSTRY OVERVIEW
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--- page 149 ---
The following chart sets forth the trend of average lithium carbonate prices:
Global Monthly Average Price for Lithium Carbonate (V AT Included)
11.5
15.0
7.7 4.3 5.4
33.4
43.5
17.0
0
10
20
30
40
50
60
70
Jan-2017 Jan-2018 Jan-2019 Jan-2020 Jan-2021 Jan-2022 Jan-2023 Jan-2024
RMB’0,000/Ton
Dec-2024
7.2
Source: GGII Report
Cost Analysis
Due to technological advances and economies of scale, lithium-ion battery cell costs have
shown a downward trend. In 2021 and 2022, as lithium carbonate price rapidly increased,
battery cell costs rose accordingly. Subsequently, as lithium carbonate price fell, lithium-ion
battery cell costs gradually decreased throughout 2023 and 2024.
The following chart sets forth the trend of average battery cell costs in the global market:
Global Industry Average Battery Cell Costs Index
100
105
121
86
66
2020 2021 2022 2023 2024
0
20
40
60
80
100
120
140
Source: GGII Report
Note: The data in the chart above is based on the year 2020, with the global average battery cell costs in 2020
adjusted to 100 for statistical analysis and calculation.
INDUSTRY OVERVIEW
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--- page 150 ---
DATA SOURCES AND RESEARCH METHODOLOGY
The information and statistics set out in this section and other sections of this prospectus
are derived from various official government publications, publicly available market research,
and other information sourced from independent providers. In addition, we have engaged GGII
to prepare the GGII Report in connection with the Global Offering. The information provided
by GGII and disclosed in this prospectus is extracted from the GGII Report, which was
commissioned by us for a fee of RMB550,000. The GGII Report is independently prepared by
GGII and is not subject to any influence from us or other interested parties.
Established in 2017, GGII’s predecessor was a business unit under Shenzhen Gaogong
Consulting Co., Ltd. GGII has been focusing on market research and consulting for emerging
industries such as lithium-ion batteries, sodium-ion batteries, solid-state batteries, new energy
storage, hydrogen energy and hydrogen fuel cells for more than 10 years. GGII publishes
annual market research and analysis reports on lithium mines and lithium carbonate, cathode
materials (including precursors), anode materials, electrolytes, diaphragms, electrolytic copper
foil, lithium-ion battery recycling, EV batteries, ESS batteries, solid-state batteries, sodium-ion
batteries, flow batteries, NEV , light vehicles, engineering machinery, track vehicles, hydrogen
fuel cells, hydrogen energy and other industrial chains and various segments.
In preparing the GGII Report, data was primarily sourced from two categories: data
obtained by GGII through market research, cross-validation and prediction based on certain
assumptions; as well as reference and citation of official websites of global government
agencies, public company reports (including prospectuses, transfer instructions, annual reports,
semi-annual reports, inquiry reports), and public reports issued by or authorized by other
third-party institutions. Due to the research methods and data effectiveness, there may be
discrepancies between the data collected by GGII and other third-party sources and the actual
industry data.
The GGII Report was compiled based on the following assumptions: (i) Chinese and
global economy will experience stable growth from 2025 to 2030, without the impact of
financial crises, wars, epidemics, earthquakes or other force majeure factors; (ii) the global
economic order will develop steadily, with no major disruptions caused by significant
geopolitical events that could materially impact tariffs, imports, or exports; and (iii) major
countries and regions worldwide will not introduce substantial adverse adjustments to policies,
requirements, or standards related to carbon neutrality initiatives.
INDUSTRY OVERVIEW
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--- page 151 ---
BEFORE THE GLOBAL OFFERING
As of the Latest Practicable Date, the total issued share capital of our Company was
RMB4,403,394,911, comprising 4,403,394,911 A Shares of nominal value of RMB1.00 each,
all of which are listed on the ChiNext of the Shenzhen Stock Exchange. This includes
22,632,510 A Shares repurchased by our Company pursuant to repurchase mandates approved
by our Board and held in our Company’s stock repurchase account as treasury shares.
Description of Shares Number of Shares
Approximate %
of total issued
share capital of
our Company
A Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,403,394,911 100.0%
UPON COMPLETION OF THE GLOBAL OFFERING
Immediately following the completion of the Global Offering, assuming (i) the Offer Size
Adjustment Option and the Over-allotment Option are not exercised and (ii) no other changes
are made to the issued share capital of our Company between the Latest Practicable Date and
the Listing, the share capital of our Company will be as follows.
Description of Shares Number of Shares
Percentage of
total issued share
capital of our
Company
A Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,403,394,911 97.39%
H Shares to be issued pursuant to the
Global Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118117,894,500 2.61%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,521,289,411 100.0%
Immediately following the completion of the Global Offering, assuming (i) the Offer Size
Adjustment Option is fully exercised but the Over-allotment option is not exercised and (ii) no
other changes are made to the issued share capital of our Company between the Latest
Practicable Date and the Listing, the share capital of our Company will be as follows.
Description of Shares Number of Shares
Percentage of
total issued share
capital of our
Company
A Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,403,394,911 97.01%
H Shares to be issued pursuant to the
Global Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118135,578,600 2.99%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,538,973,511 100.0%
SHARE CAPITAL
– 141 –


--- page 152 ---
Immediately following the completion of the Global Offering, assuming (i) the Over-
allotment Option is fully exercised but the Offer Size Adjustment Option is not exercised and
(ii) no other changes are made to the issued share capital of our Company between the Latest
Practicable Date and the Listing, the share capital of our Company will be as follows.
Description of Shares Number of Shares
Percentage of
total issued share
capital of our
Company
A Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,403,394,911 97.01%
H Shares to be issued pursuant to the
Global Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118135,578,600 2.99%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,538,973,511 100.0%
Immediately following the completion of the Global Offering, assuming (i) the Offer Size
Adjustment Option and the Over-allotment Option are fully exercised and (ii) no other changes
are made to the issued share capital of our Company between the Latest Practicable Date and
the Listing, the share capital of our Company will be as follows.
Description of Shares Number of Shares
Percentage of
total issued share
capital of our
Company
A Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,403,394,911 96.58%
H Shares to be issued pursuant to the
Global Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118155,915,300 3.42%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,559,310,211 100.0%
OUR SHARES
Our H Shares in issue upon completion of the Global Offering, and our A Shares, are
ordinary Shares in our share capital and are considered as one class of Shares. Shenzhen-Hong
Kong Stock Connect has established a stock connect mechanism between mainland China and
Hong Kong. Our A Shares can be subscribed for and traded by mainland Chinese investors,
qualified foreign institutional investors or qualified foreign strategic investors and must be
traded in Renminbi. As our A Shares are eligible securities under the Northbound Trading Link,
they can also be subscribed for and traded by Hong Kong and other overseas investors pursuant
to the rules and limits of Shenzhen-Hong Kong Stock Connect. Our H Shares can be subscribed
for or traded by Hong Kong and other overseas investors and qualified domestic institutional
investors. If our H Shares are eligible securities under the Southbound Trading Link, they can
also be subscribed for and traded by mainland Chinese investors in accordance with the rules
and limits of Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect.
SHARE CAPITAL
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--- page 153 ---
RANKING
Our H Shares and our A Shares are regarded as one class of Shares under our Articles of
Association and will rank pari passu with each other in all other respects and, in particular, will
rank equally for all dividends or distributions declared, paid or made after the date of this
prospectus. All dividends in respect of our H Shares are to be paid by us in Hong Kong dollars
whereas all dividends in respect of our A Shares are to be paid by us in Renminbi. In addition
to cash, dividends may also be distributed in the form of Shares or other forms. Holders of our
H Shares will receive share dividends in the form of H Shares, and holders of our A Shares will
receive share dividends in the form of A Shares.
NO CONVERSION OF OUR A SHARES INTO H SHARES FOR LISTING AND
TRADING ON THE HONG KONG STOCK EXCHANGE
Our A Shares and our H Shares are generally neither interchangeable nor fungible, and the
market prices of our A Shares and our H Shares may be different after the Global Offering. The
Guidelines on Application for “Full Circulation” of Domestic Unlisted Shares of H-share
Companies ( H΅͡ሗ“ஷ”ˏ) announced by the CSRC are
not applicable to companies dual listed on the stock exchanges in mainland China and on the
Hong Kong Stock Exchange. As of the Latest Practicable Date, there were no relevant rules or
guidelines from the CSRC providing that holders of our A Shares may convert the A Shares
held by them into H Shares for listing and trading on the Hong Kong Stock Exchange.
APPROV AL FROM HOLDERS OF A SHARES REGARDING THE GLOBAL
OFFERING
Approval from holders of A Shares is required for our Company to issue H Shares and
seek the listing of H Shares on the Hong Kong Stock Exchange. Such approval was obtained
by us at the Shareholders’ general meeting of our Company held on January 17, 2025 and is
subject to the following major conditions:
(i) Size of the offer . The proposed number of H Shares to be offered shall not exceed
5% of the total issued share capital enlarged by the H Shares to be issued pursuant
to the Global Offering (before the exercise of the Over-allotment Option). The
number of H Shares to be issued pursuant to the full exercise of the Over-allotment
Option shall not exceed 15% of the total number of H Shares to be offered initially
under the Global Offering.
(ii) Method of offering. The method of offering shall be by way of an international
offering to institutional investors and a public offer for subscription in Hong Kong.
SHARE CAPITAL
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--- page 154 ---
(iii) Target investors. The H Shares shall be issued to overseas institutional investors,
corporations and individual investors, as well as qualified domestic institutional
investors and other investors who fulfill the relevant laws and regulations.
(iv) Price determination basis. The Offer Price of the H Shares will be determined by the
Board and its authorized person with the authorization of the Shareholders’ general
meetings, together with the Overall Coordinators, after full consideration of the
interests of existing Shareholders and the conditions of domestic and international
capital markets conditions with reference to the international practices and through
demands for orders and book-building process using a market-oriented pricing
method.
(v) V alidity period. The issue and listing of H Shares on the Hong Kong Stock Exchange
shall be completed within 18 months from the date on which such matters were
approved at the Shareholders’ meeting held on January 17, 2025.
There are no other approved offering plans for our Shares except the Global Offering.
SHAREHOLDERS’ GENERAL MEETINGS
For details of circumstance under which our Shareholders’ general meeting is required,
see “Appendix V — Summary of the Articles of Association — Shareholders and Shareholders’
Meetings” to this prospectus.
SHARE CAPITAL
– 144 –


--- page 155 ---
The major PRC laws, regulations, normative documents and regulatory policies which
have impact on our business operations are set out below:
INDUSTRIAL POLICIES AND REGULATORY PROVISIONS
According to the Outline of the 14th Five-Year Plan (2021-2025) for National Economic and
Social Development and the Long-Range Objectives Through the Year 2035 of the PRC ( ʕശ
ʞϋ஝ྌձ2035) promulgated by
the NPC on March 12, 2021 and came into effect on the same day, China will focus on new
energy, new energy vehicles, environmental protection and other emerging industries of
strategic importance, and accelerate the innovation and application of core technologies in key
fields to enhance the country’s capacity of ensuring the supply of productive factors and foster
new drivers for industrial development thereafter.
According to Working Guidance for Carbon Dioxide Peaking and Carbon Neutrality in
Full and Faithful Implementation of the New Development Philosophy (ࠦ
จԈ), which was promulgated by the Central
Committee of the Communist Party of China and the State Council on September 22, 2021 and
came into effect on the same day, China will accelerate the development of strategic emerging
industries in areas such as new energy, new materials, new energy vehicles, and environmental
protection. It will carry out initiatives to substitute renewable energy for fossil fuels,
vigorously develop wind, solar, biomass, marine and geothermal energy among others, and
continuously increase the proportion of non-fossil in total energy consumption. Faster moves
must be made to scale up the use of pumped storage hydro power and other new forms of
energy storage, accelerate the development of new energy and clean energy vehicles and ships,
promote intelligent transportation and accelerate the construction of a convenient, efficient
network of battery charging and swapping facilities.
According to the Action Plan for Carbon Dioxide Peaking Before 2030 ( 2030၁༺
) promulgated by the State Council on October 24, 2021 and came into effect on
the same day, it is proposed to actively develop the “new energy + energy storage” model,
promote coordination of power source-grid-load-storage, use multiple energy sources to
supplement each other, and support the deployment of appropriate ESS for distributed new
energy sources. It also proposed to speed up the demonstration and application of new types
of energy storage.
According to the Implementation Plan on Accelerating the Comprehensive Utilization of
Industrial Resources () promulgated by eight
departments including the Ministry of Finance, the NDRC, the MIIT on January 27, 2022,
which took effect on the same day, the management system will be improved so as to
strengthen the traceability management of full life cycle of EV batteries for new energy
vehicles, while promoting cooperation between upstream and downstream enterprises in the
industrial chain to jointly build recycling channels, creating a cross-regional recycling and
utilization system, and advancing the safe cascade utilization of waste EV batteries in fields
such as backup power and charging and swapping.
REGULATORY OVERVIEW
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--- page 156 ---
According to the 14th Five-Year Plan for Modern Energy System ( “ɤ̬ʞ”ତ˾ঐ๕
᜗ӻ஝ྌ) jointly promulgated by the NDRC and the NEA on January 29, 2022 and came
into effect on the same day, China will establish and improve the construction standards for
electrochemical energy storage and hydrogen energy and accelerate the large-scale application
of new energy storage technologies. It will vigorously promote the development of energy
storage on the power supply side, ensure reasonable configuration of storage capacity, improve
the output characteristics of new energy stations, support the distributed ESS for rational
allocation of new energy sources, and optimize the layout of grid-side energy storage, in an
effort to leverage its multiple roles in integrating new energy, peak shaving and valley filling,
enhancing grid stability and emergency power supply. It will also support the diversified
development of user side energy storage, improve power supply reliability for users and
encourage the participation of user side energy storage such as electric vehicles and
uninterruptible power supplies in peak shaving and frequency regulation. It will conduct
focused research and development on key technologies for new energy storage to accelerate the
core technology autonomy and promote continuous cost reductions and large-scale applications
of energy storage technologies, thereby perfecting technical standards and management
systems for energy storage and enhancing the level of safe operation.
According to the 14th Five-Year New Energy Storage Development Plan ( “ɤ̬ʞ”อ
) jointly promulgated by the NDRC and the NEA on January 29, 2022
and came into effect on the same day, by 2030, new energy storage will be developed on a fully
market-oriented basis and will be deeply integrated with various segments of the power system,
basically meeting the requirements for building a new type of power system and fully
supporting the achievement of carbon peak goals in the energy sector as planned.
According to the 14th Five-Year Renewable Energy Development Plan ( “ɤ̬ʞ”̙Ύ
஝ྌ) jointly promulgated by nine departments including the NDRC, the NEA on
June 1, 2022 and became effective on the same day, China will redouble efforts to make
breakthroughs in frontier and core technologies for renewable energy and equipment, develop
high-energy-density energy storage technologies such as sodium-ion batteries, liquid metal
batteries, solid Lithium-Ion batteries, metal-air batteries and lithium-sulfur batteries, establish
the independent market status of new energy storage and improve the trading mechanisms and
technical standards for energy storage to participate in various power markets, thereby
leveraging the multiple functions of energy storage in peak shaving and frequency regulation,
emergency backup and capacity support, among others, as well as promoting the multi-scene
application of energy storage on the power supply side, power grid side and user side.
REGULATORY OVERVIEW
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--- page 157 ---
According to the Guiding Opinions on Promoting the Development of the Energy
Electronics Industry (ኬจԈ), which was promulgated by
six departments including the MIIT and the NEA on January 3, 2023 and came into effect on
the same day, China will strengthen technical research on the industrialization of new ESS
batteries, promote advanced energy storage technologies and products large-scale application,
research and make breakthroughs in key technologies such as battery systems with ultra-long
life cycle and high safety, efficient energy storage with large scale and capacity, and vehicle
mobile energy storage, accelerate the research and development of solid-state batteries,
sodium-ion batteries, hydrogen energy storage/fuel cells and other new types of batteries. It
will also improve the ability to guarantee key resources such as lithium, nickel, cobalt and
platinum, strengthen the development and application of alternative materials, promote hybrid
ESS based on complementary power and energy-based electrochemical energy storage
technologies, support the establishment of a full-life cycle traceability management platform
for lithium batteries, conduct research on the accounting standards and methods for carbon
footprint of batteries, and explore the establishment of a carbon emission management system
for battery products.
According to the Implementation Opinions on Strengthening the Integration and
Interaction between New Energy Vehicles and the Power Grid (̋੶อঐ๕ӛԓၾཥၣ
จԈ), which was promulgated by 4 departments including the NDRC, the
NEA and the MITT on December 13, 2023 and came into effect on the same day, it will step
up efforts in tackling key technical problems of power batteries. On the basis of no significant
increase in cost, it will increase the life cycle of power batteries to 3,000 times or more, and
develop battery safety control technologies under the condition of high-frequency charging and
discharging.
According to the Guiding Catalog for Industrial Restructuring (2024 Edition) ( ପุഐ
ኬͦ፽(2024 ϋ͉)), which was last amended by the NDRC on December 27, 2023
and came into effect on February 1, 2024, new lithium primary batteries (lithium iron disulfide
and lithium thionyl chloride, among others); Lithium-Ion batteries, semi and solid-state
lithium-ion batteries, fuel cells, sodium-ion batteries, flow batteries, new-structure (bipolar,
lead mesh horizontal, coiled, tubular, and other) sealed lead-acid batteries, lead-carbon
batteries, next-generation hydrogen fuel cells, electrochemical energy storage and other new
batteries and new-type power system technologies fall into the state-encouraged industries.
According to the Implementation Plan for the Building of the Carbon Footprint
Management System (), which was promulgated by
15 departments including the Ministry of Ecology and Environment of PRC, the NDRC and the
MITT on May 22, 2024 and came into effect on the same day, it will focus on key products such
as power generation, lithium-ion batteries, new energy vehicles, photovoltaics, and electronics
and electrical appliances to formulate and publish accounting rules and standards. It will strive
to promote the formulation of international carbon footprint standards for product in the fields
of lithium-ion batteries, photovoltaics, new energy vehicles, and electronic and electrical
appliances.
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According to the Opinions on Accelerating Comprehensive Transition Towards Green
Economic and Social Development (ٙۨ
จԈ) jointly promulgated by the Central Committee of the Communist Party of China and
the State Council on July 31, 2024 and came into effect on the same day, China will boost the
development of non-fossil energy and the proportion of non-fossil energy in energy
consumption will rise to about 25% by 2030. The use of low-carbon transportation vehicles is
encouraged. Great efforts will be made to promote new energy vehicles, driving the
electrification of urban public service vehicles. It will promote the use of clean power in ships,
aircraft, and non-road mobile machinery, accelerate the phase-out of outdated transportation
vehicles, advance zero-emission freight transport, strengthen the research, development and
application of sustainable aviation fuels and encourage the research, production and
application of net-zero emission marine fuels. By 2030, carbon emission intensity of
commercial vehicles measured on the basis of converted turnover will be cut by about 9.5%
compared with 2020. By 2035, new energy vehicles will become the mainstream in the sales
of new vehicles.
LA WS AND REGULATIONS ON PRODUCTION SAFETY, ENVIRONMENTAL
PROTECTION AND ENERGY CONSERV ATION REVIEW
Production Safety
According to the Production Safety Law of the PRC ()o r
the Production Safety Law, which was last amended by the Standing Committee of the National
People’s Congress (“SCNPC”) on June 10, 2021 and came into effect on September 1, 2021,
entities engaged in production and business activities within the PRC shall comply with the
Production Safety Law and other laws and regulations related to production safety, strengthen
production safety management. Entities shall establish and improve a production safety
responsibility system and production safety rules, improve production safety conditions, and
strengthen the standardization of production safety, raise production safety levels, and ensure
production safety. The person in charge of a production and operation entity shall be fully
responsible for the production safety of the entity. Violation of the Production Safety Law may
result in imposition of fines and penalties, suspension of operation, an order to cease operation,
depending on the circumstances of the violation, and criminal liability will be pursued if the
violation constitutes a crime. In addition, according to the Mine Safety Law of the PRC, which
was amended by the SCNPC on August 27, 2009 and came into effect on the same day, mining
enterprises must have facilities to ensure production safety, establish and improve safety
management systems, and take effective measures to improve working conditions of
employees, strengthen mine safety management, and ensure safe production. Among them, the
safety facilities of mine construction projects must be designed, constructed, put into
production and use simultaneously with the main project; the conditions for safe production
must be met in mining operations, and mine safety regulations and industry specifications for
mining different types of minerals must be in place; mining enterprises must establish and
improve the responsibility system for safety production.
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Environmental Protection
According to the Environmental Protection Law of the PRC (ᚐ
) or the Environmental Protection Law, which was last amended by the SCNPC on April
24, 2014 and came into effect on January 1, 2015, any entity that discharges or will discharge
pollutants in the course of operation or other activities must implement effective environmental
protection measures to control and properly handle hazardous substances such as waste gas,
waste water, waste residues, dust, malodorous gases, radioactive substances, noise, vibration
and electromagnetic radiation generated in the course of such activities. The State implements
a pollutant discharge permit management system in accordance with the law.
According to the Environmental Impact Assessment Law of the PRC ( ʕശɛ͏΍ձ਷
), which was promulgated by the SCNPC on December 29, 2018 and came
into effect on the same day, the Regulation on the Administration of Environmental Protection
of Construction Projects (ᚐ၍ଣૢԷ), which was amended by the State
Council on July 16, 2017 and came into effect on October 1, 2017, and the Interim Measures
for Environmental Protection Acceptance Inspection Upon Completion of Construction
Projects (), which was promulgated by the former
Ministry of Environmental Protection on November 20, 2017 and came into effect on the same
day, the PRC implements a system to assess the environmental impact of construction projects.
The construction entity shall submit an environmental impact report or an environmental
impact statement for approval prior to the commencement of the construction project, or an
environmental impact registration form as required by the environmental protection competent
administrative department of the State Council for record. In addition, after the completion of
a construction project for which an environmental impact report or an environmental impact
statement has been prepared, the construction entity shall, in accordance with the standards and
procedures prescribed by the competent administrative department of environmental protection
under the State Council, conduct acceptance inspection on the supporting environmental
protection facilities and prepare an acceptance report. For construction projects that are
constructed in phases or put into production or used in phases, the corresponding
environmental protection facilities shall be inspected and accepted in phases. The construction
projects can only be put into production or use after the completed supporting environmental
protection facilities have passed the acceptance inspection. Facilities that have not been carried
out or have not passed the acceptance inspection shall not be put into production or use.
According to the Law of the PRC on Prevention and Control of Environmental Pollution
Caused by Solid Wastes () (the “Law of Solid
Wastes”), which was last amended on April 29, 2020 by the SCNPC and came into effect on
September 1, 2020, any entity or individual that generates, collects, stores, transports, utilizes
or disposes of solid waste shall take measures to prevent or reduce the pollution of solid waste
to the environment, and shall be responsible for the environmental pollution caused in
accordance with the law. Where hazardous waste exists in solid waste, it shall be managed in
accordance with hazardous waste management. In addition, the Law of Solid Wastes also, for
the first time, incorporated into the law the establishment of an extended producer
responsibility system for products such as vehicle EV batteries, the extended producer
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responsibility system stipulates that producers of EV battery products for vehicles should
establish a recycling system for used products that matches the sales volume of their products
in accordance with the regulations, either by building it themselves or engaging a contractor,
making important arrangements for the establishment of a recycling and disposal system for
waste vehicle EV batteries from the top-level design.
Regarding the “Extended Producer Responsibility” system under the Law of Solid
Wastes, the Interim Measures for the Management of the Recycling and Utilization of New
Energy Vehicle Batteries (), jointly
promulgated by eight national authorities including the Ministry of Industry and Information
Technology, the Ministry of Science and Technology, the Ministry of Transport, and others on
January 26, 2018, and effective on the same date, stipulates that automotive OEMs shall
assume the primary responsibility for the battery recycling. EV batteries manufacturers are
required to fulfill corresponding responsibilities in design, production, and other stages. For
example, in the design stage, they should adopt standardized, universal, and easily
disassembled product structural designs and use recycled materials as much as possible; in the
production stage, they should collaborate with automotive OEMs to assign codes to EV
batteries they produce in accordance with national standards and promptly upload EV battery
codes and new energy vehicle-related information through the traceability information system.
According to the Law of the PRC on the Prevention and Control of Water Pollution ( ʕ
), which was last amended on June 27, 2017 by the SCNPC and
came into effective on January 1, 2018, the enterprises, institutions and other production and
operation units directly or indirectly discharging industrial waste water and medical sewage to
water bodies, and the enterprises, institutions and other production and operation units required
to obtain pollutant discharging permit before discharging waste water and sewage must obtain
the pollutant discharging permit. Furthermore, environmental impact assessment must be
carried out in accordance with the law for newly-formed projects and reconstruction, or
extensions projects that directly or indirectly discharge pollutants to water bodies and other
installations on water. Water pollution prevention and control facilities should be designed,
constructed and put into use at the same time as the main construction of the projects.
According to the Law of the PRC on the Prevention and Control of Atmospheric Pollution
(), which was last amended by the SCNPC on October 26,
2018 and took effect on the same day, enterprises, institutions and other production and
operation units shall, in accordance with the relevant national regulations and monitoring
standards, monitor their emissions of industrial waste gases or toxic and hazardous air
pollutants listed in the catalogue published according to Article 78 of the Law of the PRC on
the Prevention and Control of Atmospheric Pollution (),
and keep the original monitoring records. Enterprises and institutions that emit industrial waste
gas or toxic and hazardous air pollutants listed in the above-mentioned catalogue, as well as
other units that implement administration of pollution discharge permits in accordance with the
law, shall obtain a pollutant discharging permit. In addition, enterprises, institutions and other
production and operation units constructing projects that have an impact on the atmospheric
environment shall carry out environmental impact assessment and make environmental impact
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assessment documents public in accordance with the law; the units that emit pollutants into the
atmosphere must comply with the discharging standard for atmospheric pollutants as well as
the requirements on control of the total discharging amount of key atmospheric pollutants.
According to the Regulations on the Administration of Pollution Discharge Permits ( ર
Ϯ஢̙၍ଣૢԷ) promulgated by the State Council on January 24, 2021 and took effect on
March 1, 2021, enterprises, institutions and other production and operation units subject to
administration of pollution discharge permits shall discharge pollutants in accordance with the
Administration of Pollution Discharge Permits ( રϮ஢̙၍ଣૢԷ), and shall not
discharge pollutants without obtaining a pollutant discharging permit. Environmental
protection authorities impose various administrative penalties , such as fines, order to correct,
restriction or suspension of production for rectification, and order to cease operation, etc., on
individuals or enterprises that violate the Environmental Protection Law.
Fire Safety
According to the Fire Protection Law of the PRC (), which
was last amended by the SCNPC on April 29, 2021 and took effect on the same day, the
emergency management department under the State Council and the emergency management
department under the local people’s governments at or above the county level shall supervise
and manage fire protection work. Fire prevention design and construction must comply with
national technical standards for fire protection in construction projects.
According to the Interim Provisions on the Administration of Fire Protection Design
Review and Acceptance of Construction Projects (᜕ϗ၍ଣᅲБ஝
) which was last amended by the Ministry of Housing and Urban-Rural Development of
PRC on August 21, 2023 and officially came into effect on October 30, 2023, fire prevention
design review and acceptance should be carried out for special construction projects. With
respect to the construction projects other than special construction projects, the fire protection
acceptance of construction projects shall be filed with the competent authorities.
Energy Conservation Review
According to the Energy Conservation Law of the PRC (ঐ๕
), which was last amended by the SCNPC on October 26, 2018 and came into effect on the
same day, the State shall implement an energy conservation assessment and audit system for
fixed asset investment projects. For projects which do not meet the compulsory energy
conservation standards, the developer shall not commence construction; where the construction
is completed, the project shall not be put into production or use. For government investment
projects which do not meet the compulsory energy conservation standards, the agency in charge
of examination and approval pursuant to the law shall not grant approval for construction.
Detailed measures shall be formulated by the department regulating energy conservation under
the State Council jointly with other relevant State Council departments.
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According to the Measures for the Energy Conservation Review of Fixed Asset
Investment Projects () revised by the NDRC on March 28,
2023 and came into effect on June 1, 2023, the review opinions on energy conservation of a
fixed asset investment project are an important basis for the commencement of construction,
acceptance upon completion as well as operation and management of such project. For a
government-invested project, the project owner shall obtain the review opinions on energy
conservation issued by the energy conservation review authority prior to submitting its
feasibility study report for the project. For an enterprise-invested project, the project owner
shall obtain the review opinions on energy conservation issued by the energy conservation
review authority prior to the commencement of construction. For a project which has not
undergone the energy conservation review or fails to pass the energy conservation review, the
project owner shall not commence construction, or the project shall not be put into production
or use if it is already completed.
LA WS AND REGULATIONS ON PRODUCT QUALITY
Pursuant to the Product Quality Law of the PRC (),
which was last amended by the SCNPC on December 29, 2018 and came into effect on the
same day, the market supervision and administration department under the State Council is in
charge of the national supervision of product quality, a manufacturer is prohibited from
producing or selling products that do not meet applicable standards and requirements for
safeguarding human health and ensuring human and property safety. Products must be free
from unreasonable dangers threatening human and property safety. Where a defective product
causes physical injury to a person or property damage, the aggrieved party may make a claim
for compensation from the producer or the seller of the product. Producers and sellers of
non-compliant products may be ordered to cease the production or sale of the products and
could be subject to confiscation of the products and/or fines; earnings from sales in
contravention of such standards or requirements, if any, may also be confiscated, and in severe
cases, an offender’s business license may be revoked.
LA WS AND REGULATIONS ON IMPORT AND EXPORT OF GOODS
According to the Customs Law of the PRC () last amended by
the SCNPC on April 29, 2021 and came into effect on the same day, the Customs is a
governmental organization responsible for supervision and control over all arrivals in and
departures from the Customs territory, who is authorized to supervise the transportation
vehicles, goods, luggage, postal articles and other articles entering and leaving the country,
collects customs duties and other taxes and fees, prevents and combats smuggling, compiles
customs statistics and handles other customs operations. Customs declaration entities refer to
the consignees and consignors of imported or exported goods and customs declaration
enterprises recorded with the Customs. The consignee or the consignor of imported or exported
goods may complete the declaration formalities either by themselves or engaging an agent.
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According to the Law of the PRC on Import and Export Commodity Inspection ( ʕശ
) last amended by the SCNPC on April 29, 2021 and came into
effect on the same day, and the Regulations for the Implementation of the Law of the PRC on
Import and Export Commodity Inspection (ૢԷ)
last amended by the State Council on March 29, 2022 and came into effect on the same day,
the General Administration of Customs of PRC (“the General Administration of Customs”) is
responsible for inspection of imported and exported commodities nationwide, and its
subordinate entry-exit inspection and quarantine authorities shall conduct inspection on the
imported and exported commodities listed in the catalogue and other imported and exported
commodities that shall be subject to the inspection by the entry-exit inspection and quarantine
authorities as prescribed by laws and administrative regulations. For the imported and exported
commodities other than those that are subject to inspection as mentioned above, the entry-exit
inspection and quarantine authorities may conduct random inspection in accordance with state
regulations. No import commodity subject to statutory inspection that has not been inspected
could be sold or used. No export commodity subject to statutory inspection that has not been
inspected or fails to pass the inspection could be exported. Consignees or consignors of the
import and export commodities may complete the inspection procedures themselves, or engage
an agent to do this.
According to the Provisions on the Administration of Recordation of Customs Declaration
Entities of the PRC () promulgated by the
General Administration of Customs on November 19, 2021 and came into effect on January 1,
2022, customs declaration entities refer to consignees or consignors of imports and exports and
customs declaration enterprises which have filed record with the Customs pursuant to these
Provisions. Consignees or consignors of imports and exports and customs declaration
enterprises applying for filing shall obtain market entity qualification and in the case of
consignees or consignors of imports and exports applying for filing, they shall also complete
filing formalities for foreign trade business operators.
According to the Notice on Matters Concerning the Recordation of the Consignees and
Consignors of Imported and Exported Goods (ஷ
) issued by the Department of Enterprise Management and Audit-Based Control of the
General Administration of Customs on January 3, 2023 and came into effect on the same day,
a consignee or consignor of imported or exported goods who applies for filing shall be
qualified as a market entity and is not required to be filed as a foreign trade business operator.
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LA WS AND REGULATIONS ON LABOR, SOCIAL INSURANCE AND HOUSING
PROVIDENT FUND
Labor Law and Labor Contracts Law
According to the Labor Law of the PRC () last amended by
the SCNPC on December 29, 2018 and came into effect on the same day, the Labor Contract
Law of the PRC () last amended by the SCNPC on December
28, 2012 and came into effect on July 1, 2013, and the Implementing Regulations of the Labor
Contracts Law of the PRC (ૢԷ) promulgated by the
State Council on September 18, 2008 and came into effect on the same day, labor contracts
must be executed in writing if labor relationships are to be established between employers and
employees. Employers are prohibited from forcing employees to work above certain time limits
and employers must pay employees for overtime work in accordance with national regulations.
In addition, employee wages must not be lower than local standards on minimum wages and
must be paid to employees in a timely manner.
Social Insurance and Housing Provident Fund
According to the Social Insurance Law of the PRC () last
amended by the SCNPC and came into effect on December 29, 2018, the Regulation on the
Administration of Housing Provident Fund (၍ଣૢԷ) last amended by the
State Council and came into effect on March 24, 2019 and other relevant laws and regulations,
employers in China are required to provide employees with welfare schemes covering basic
pension insurance, basic medical insurance, unemployment insurance, maternity insurance,
work-related injury insurance and housing provident fund.
In addition, any employer that fails to make contributions to above-mentioned social
insurance and housing provident fund as required may be ordered to pay the required
contributions within a prescribed time limit. If the employer still fails to make the relevant
contributions within the prescribed time, a fine may be imposed, and for the overdue
contribution, the people’s court may enforce collection.
LA WS AND REGULATIONS ON INTELLECTUAL PROPERTY
Patent
According to the Patent Law of the PRC () last amended by
the SCNPC on October 17, 2020 and came into effect on June 1, 2021, and the Implementation
Regulations for the Patent Law of the PRC () last
amended by the State Council on December 11, 2023 and came into effect on January 20, 2024,
patents are divided into 3 categories, i.e. invention patents, utility model patents and design
patents. The validity period of patents for inventions is 20 years, while the validity period of
patents for utility models is 10 years, and the validity period of patents for designs is 15 years,
all starting from the date of application.
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Trademark
According to the Trademark Law of the PRC () last amended
by the SCNPC on April 23, 2019 and came into effect on November 1, 2019, and the
Implementation Rules of the Trademark Law of the PRC (ૢ
Է) last amended by the State Council on April 29, 2014 and came into effect on May 1,
2014, the trademarks registered with the Trademark Office of China National Intellectual
Property Administration are registered trademarks, including commodity trademarks, service
trademarks, collective marks and certificate marks. The registration of a trademark shall be
valid for ten years from the date of approval. If there is a continued need for the use of the
trademark, a renewal shall be made in accordance with requirements within 12 months before
the expiry of the trademark registration. Each renewal of registration of a trademark shall be
valid for ten years from the date after the expiry of the previous trademark registration.
Copyright
According to the Copyright Law of the PRC () last
amended by the SCNPC on November 11, 2020 and came into effect on June 1, 2021, works
of Chinese citizens, legal persons or unincorporated organizations, i.e. intellectual
achievements in the field of literature, art and science that are original and can be expressed
in a certain form, whether published or not, are entitled to copyright in accordance with the
law. Copyright includes a series of personal and property rights such as the right of publication,
the right of authorship, the right of modification, the right to protect the integrity of the work
and the right of reproduction.
According to the Measures for the Computer Software Copyright Registration (ၑዚ
) promulgated by the National Copyright Administration on February
20, 2002, and the Regulations on the Computer Software Protection (ᚐૢ
Է) amended by the State Council on January 30, 2013 and came into effect on March 1,
2013, the National Copyright Administration shall be the competent governmental authority for
the nationwide administration of software copyright registration and the China Copyright
Protection Center is designated as the software registration authority which shall grant
registration certificates to the computer software copyrights applicants according to the
Measures for the Computer Software Copyright Registration and the Regulations on the
Computer Software Protection.
Domain Names
According to the Administrative Measures on the Internet Domain Names ( ʝᑌၣਹΤ
) issued by the MIIT on August 24, 2017 and came into effect on November 1,
2017, domain names registrations are handled through domain name service agencies
established according to the relevant regulations, and the applicants become domain name
holders upon successful registration.
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LA WS AND REGULATIONS ON TAXES
EIT
The EIT Law and its implementation rules are the principal laws and regulations
governing the EIT in the mainland China. According to the EIT Law and its implementation
rules, enterprises are divided into resident enterprises and non-resident enterprises. A resident
enterprise refers to an enterprise that is established in the mainland China in accordance with
the law, or that is established in accordance with the law of a foreign country (region) but
whose actual administration institution is in the mainland China. A non-resident enterprise
refers to an enterprise established in accordance with the law of a foreign country (region) and
whose actual administration institution is outside the mainland China, but it has institutions or
establishments in the mainland China or, if not, it has incomes originating from the mainland
China. A uniform income tax rate of 25% applies to all resident enterprises and non-resident
enterprises that have set up institutions or establishments in the mainland China to the extent
that such incomes are derived from the mainland China, or such incomes are obtained outside
the mainland China but have an actual connection with the set-up institutions or
establishments, high-tech enterprises in need of support from the State shall be subject to a
reduced enterprise income tax rate of 15%. Non-resident enterprises that have not set up
institutions or establishments in the mainland China or have set up institutions or
establishments but the income obtained by the said enterprises have no actual connection with
the set-up institutions or establishments, shall pay enterprise income tax at the rate of 10% in
relation to their income sourcing from the mainland China.
VAT
Pursuant to the Interim Regulations of the PRC on Value-added Tax ( ʕശɛ͏΍ձ਷
೼ᅲБૢԷ), which was last amended by the State Council on November 19, 2017 and
came into effect on the same day, and the Detailed Rules for the Implementation of the Interim
Regulations of the PRC on Value-added Tax (),
which was last amended by the MOF on October 28, 2011 and came into effect on November
1, 2011, all entities and individuals engaged in sale of goods or provision of processing, repair
and maintenance services or importation of goods in mainland China are subject to V AT. Unless
otherwise specified in the above-mentioned regulations, the V AT rate is generally 17% in
respect of the sale or importation of goods by taxpayers.
Pursuant to the Notice on the Adjustment to V AT Rates ()
(Cai Shui [2018] No. 32), promulgated by the MOF and the SAT on April 4, 2018, and became
effective as of 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.
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Pursuant to the Announcement on Relevant Policies for Deepening V AT Reform (׵
ʮѓ) (2019 No. 39 of MOF, SAT and General Administration of
Customs), promulgated by the MOF, the SAT and the General Administration of Customs on
March 20, 2019 and became effective on April 1, 2019, the V AT rates of 16% and 10%
applicable to the taxpayers who have V AT taxable sales activities or imported goods are
adjusted to 13% and 9%, respectively.
LA WS AND REGULATIONS ON FOREIGN INVESTMENT, OVERSEAS
INVESTMENT AND FOREIGN EXCHANGE SUPERVISION
Company Law
The Company Law, last amended by the SCNPC on December 29, 2023 and came into
effect on July 1, 2024, provides that companies established in China may take the form of
limited liability company or joint stock company with limited liability. Each company has the
status of a legal person and owns the assets itself. The Company Law also applies to
foreign-invested companies.
Foreign Investment
According to the Foreign Investment Law of the PRC ()
promulgated by the NPC on March 15, 2019 and the Implementing Rules of the Foreign
Investment Law of the PRC (ૢԷ) promulgated by the
State Council on December 26, 2019, all of which came into effect on January 1, 2020, the
State shall implement the management systems of pre-establishment national treatment and
negative list for foreign investment. Foreign investors shall not invest in any field forbidden
by the negative list for access of foreign investment; for any field restricted by the negative list,
foreign investors shall conform to the investment conditions as required; fields not included in
the negative list shall be managed under the principle that domestic investment and foreign
investment shall be treated uniformly. Meanwhile, the competent government departments
shall, according to the requirements of national economy and social development, formulate a
catalogue of industries encouraging foreign investment, stipulating the specific industries,
fields and areas in which foreign investors are encouraged and guided to invest.
The current industry entry clearance requirements governing investment activities in the
PRC conducted by foreign investors are set out in two catalogues, namely the Special
Management Measures for the Entry of Foreign Investment (Negative List) (2024 version)
(݄(૶ఊ)(2024و)), which was jointly promulgated by
the NDRC and the MOFCOM on September 6, 2024 and came into effect on November 1,
2024, and the Encouraged Industry Catalogue for Foreign Investment (2022 version) ( ོᎸ
̮ਠҳ༟ପุͦ፽(2022و)), which was jointly promulgated by the NDRC and the
MOFCOM on October 26, 2022 and came into effect on January 1, 2023. These two catalogues
further classified businesses into three categories with regard to foreign investment:
“encouraged,” “restricted” and “prohibited.” Industries not listed in these three categories are
generally deemed as falling into the fourth category, that is “permitted” for foreign investment
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unless specifically restricted by other PRC laws and regulations. Pursuant to the Encouraged
Industry Catalogue for Foreign Investment (2022 version), the manufacturing of EV batteries,
supplemental ESS batteries and recycling of batteries involved in our operation fall within the
scope of industries encouraging foreign investment.
Overseas Investment
Pursuant to the Administrative Measures for Outbound Investment ( ྤ̮ҳ༟၍ଣ፬
) 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. Outbound investment by enterprises that involves
sensitive countries and regions or sensitive industries shall be subject to administration by
approval. Outbound investment by enterprises that falls in any other circumstances shall be
subject to administration by record-filing.
Pursuant to the Administrative Measures for Outbound Investment of Enterprises ( Άุ
) promulgated by the NDRC on December 26, 2017 and implemented on
March 1, 2018, a domestic enterprise, or the investor, making an outbound investment shall
obtain approval or conduct record-filing for outbound investment projects, or the projects,
report relevant information, and cooperate with the supervision and inspection. Sensitive
projects carried out by Investors directly or through overseas enterprises controlled by them
shall be subject to approval, specifically, including projects involving sensitive countries and
regions and sensitive industries; non-sensitive projects directly carried out by investors,
namely, non-sensitive projects involving investors’ direct contribution of assets or rights and
interests or provision of financing or guarantee shall be subject to record-filing.
Foreign Exchange Regulation
Pursuant to the Administrative Regulations on Foreign Exchange of the PRC ( ʕശɛ
͏΍ձ਷̮ි၍ଣૢԷ) announced by the State Council on August 5, 2008 and effective on
the same day, transactions involving goods, services, income and current transfers in the
balance of payments are regarded as current accounts, under which the foreign exchange
payments shall, pursuant to the administrative provisions of the foreign exchange control
department of the State Council on payments of foreign currencies and purchase of foreign
currencies, be made using self-owned foreign currency or foreign currency purchased from
financial institutions engaging in conversion and sale of foreign currencies by presenting the
valid document; domestic entities and domestic individuals making overseas direct investments
or engaging in issuance and trading of overseas securities and derivatives shall process
registration formalities pursuant to the provisions of the foreign exchange control department
of the State Council.
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According to the Notice on Relevant Issues Concerning the Administration of Foreign
Exchange for Overseas Listing () issued by the
SAFE on December 26, 2014 and effective on the same day, a domestic company shall, within
15 business days from the date of the end of its overseas listing and issuance, register the
overseas listing with the SAFE’s local branch at the place of its incorporation. The proceeds
raised by the domestic companies through overseas listing may be remitted to the domestic
account or deposited in an overseas account, provided that the use of the proceeds shall be
consistent with the content of the prospectus and other public disclosure documents.
In February 2015, the SAFE issued the Circular of Further Simplifying and Improving
Foreign Exchange Administration Policies on Direct Investment (ආɓ
), which was partially abolished in December
2019. It stipulates that banks shall directly examine and handle foreign exchange registration
under overseas direct investment, and the SAFE and its branches shall implement indirect
supervision over foreign exchange registration and examination of overseas direct investment
through banks.
LA WS AND REGULATIONS ON ANTI-UNFAIR COMPETITION
According to the Anti-unfair Competition Law of the PRC ( ʕശɛ͏΍ձ਷ˀʔ͍຅
), or the Anti-unfair Competition Law, lastly amended by the SCNPC on April 23,
2019 and effective on the same day, operators shall comply with the principle of voluntariness,
equality, impartiality, integrity and abide by laws and business ethics in market transactions.
Under the Anti-unfair Competition Law, unfair competition refers to the circumstance that an
operator disrupts the market competition order and damages the legitimate rights and interests
of other operators or consumers in violation of the provisions of the Anti-unfair Competition
Law in the production and operating activities. Operators who violate the provisions of
Anti-unfair Competition Law shall bear corresponding civil, administrative or criminal
responsibilities depending on the specific circumstances.
According to the Anti-Monopoly Law of the PRC (), or the
Anti-Monopoly Law, lastly amended on June 24, 2022 and effective on the same day, the
Anti-Monopoly Law applies to the monopolistic practices in domestic economic activities in
the PRC as well as the monopolistic practices outside the PRC which have exclusion or
restriction effects on domestic market competitions. The monopolistic practices under the
Anti-Monopoly Law include any monopoly agreement reached by any operators, abuse of
market-dominating position by any operators and any concentration of operators which has
eliminated or limited or may eliminate or limit the market competition. The antimonopoly law
enforcement agencies designated by the State Council are responsible for enforcement of the
Anti-Monopoly Law in accordance with the provisions of the Anti-Monopoly Law. The
antimonopoly law enforcement agencies of the State Council may, according to the needs of
their work, authorize the corresponding agencies of the people’s governments of provinces,
REGULATORY OVERVIEW
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autonomous regions, and municipalities to be responsible for enforcement of the Anti-
Monopoly Law. Operators who violate the provisions of the Anti-Monopoly Law may be
subject to fines, confiscation of illegal gains, or cessation of illegal activities by the
anti-monopoly law enforcement agencies.
REGULATIONS ON OVERSEAS SECURITIES OFFERING AND LISTING BY
DOMESTIC COMPANIES
The Securities Law, which was last revised by the SCNPC on December 28, 2019 and
took effect on March 1, 2020, has comprehensively regulated the activities of the securities
market in China, including the issuance and trading of securities, the acquisition of listed
companies, stock exchanges, securities companies, and the responsibilities of securities
regulatory agencies. The Securities Law further stipulates that enterprises in China that directly
or indirectly issue securities overseas or list securities overseas shall comply with the relevant
provisions of the State Council. The specific measures for subscribing and trading shares of
companies in China in foreign currency shall be separately prescribed by the State Council.
The CSRC is a securities regulatory agency established by the State Council, responsible for
supervising and managing the securities market in accordance with the law, maintaining market
order, and ensuring the legal operation of the market. At present, the issuance and trading of
H shares are mainly regulated by regulations and rules promulgated by the State Council and
the CSRC.
According to the Overseas Listing Trial Measures issued by the CSRC on February 17,
2023 and effective from March 31, 2023, where a domestic company issuer procures an
overseas initial public offering or listing, it shall file with the CSRC within three business days
after submitting application documents for overseas securities offering and listing.
According to the Provisions on Strengthening Confidentiality and Archives
Administration of Overseas Securities Offering and Listing by Domestic Companies (׵
) jointly issued by the
CSRC and other departments on February 24, 2023 and effective on March 31, 2023, in the
overseas offering and listing activities of domestic companies, domestic companies, and
securities companies and securities service institutions that provide corresponding services
shall strictly comply with the applicable laws and regulations of the PRC and satisfy the
requirements of these Provisions, enhance the legal awareness of safeguarding state secrets and
strengthening archives administration, establish and improve the confidentiality and archives
work system, 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. A domestic company that, either directly or
through its overseas listed entity, provides or publicly discloses to relevant securities
companies, securities service institutions, overseas regulators, and other entities and
individuals, any documents and materials that involve state secrets or work secrets of state
organs, shall obtain approval from the competent department with the power of examination
and approval according to the law, and report to the administrative department of
confidentiality at the same level for filing.
REGULATORY OVERVIEW
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The major laws, regulations and regulatory policies which have impact on our overseas
business operations are set out below:
INDUSTRY POLICIES AND REGULATORY PROVISIONS IN EUROPEAN UNION
The (EU) 2019/631 CO 2 Emission Performance Standards were promulgated by the
European Parliament and the Council on April 17, 2019 and applying from January 1, 2020,
and the (EU) 2023/851 Strengthened CO
2 Emission Performance Standards were made public
by the European Parliament and the Council on April 25, 2023 and became effective from May
15, 2023. These regulations impose annual CO
2 emission targets on automotive manufacturers.
Specifically, commencing from January 1, 2025, average CO 2 emissions of newly registered
PVs and light CVs within the EU shall each be reduced by 15% compared to their respective
2021 targets (the “2025 CO
2 Emission Targets”). Furthermore, commencing from January 1,
2030, average CO 2 emissions thereof shall be reduced by 55% and 50%, respectively,
compared to their respective 2021 targets.
The REPowerEU Plan was launched by the European Commission on May 18, 2022. The
plan aims to build a more resilient EU energy system by accelerating the transition to clean
energy. The European Commission has raised nearly EUR300 billion to fund this plan.
The Batteries and Waste Batteries Regulation was promulgated by the European
Parliament and the Council on July 12, 2023 and became effective from August 17, 2023,
which includes requirements relating to sustainability, safety, labelling, marking and
information disclosure for batteries placed on the EU market or put into service within the EU.
The Batteries and Waste Batteries Regulation further sets out requirements concerning battery
carbon footprint, supply chain due diligence obligations, minimum use targets for recycled
battery material content, extended producer responsibility, the collection and treatment of
waste batteries and materials, recycling efficiency, and digital battery passport. For EV
batteries, at various points in time from 2025 to 2028 (or from the effective dates otherwise
specified by the regulation), manufacturers must ensure that each model of battery complies
with the requirements to prepare a carbon footprint declaration, meet carbon footprint
performance classification requirements, and ensure that the carbon footprint value over the
battery’s lifecycle does not exceed the specified maximum threshold. From 2028 to 2036, at
different stages (or from the effective dates otherwise specified by the regulation), the content
of recycled cobalt, lead, lithium, and nickel used in the production of EV batteries must be
proactively disclosed and must meet the phased minimum percentage requirements. At various
points in time from 2025 to 2031, waste batteries must, according to different types, meet the
phased minimum percentage requirements for average weight-based collection rates and for
material-specific recycling rates. Starting from February 18, 2027, all EV batteries are required
to be accompanied by a digital battery passport.
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The Critical Raw Materials Act was promulgated by the European Parliament and the
Council on April 11, 2024 and became effective from May 23, 2024, which intends to establish
secure, diversified, affordable and sustainable supply chains for critical raw materials. The
Critical Raw Materials Act updates the list of critical raw materials and introduces a strategic
raw materials list, which includes lithium, manganese, battery-grade nickel, cobalt, copper and
graphite. In addition, the Critical Raw Materials Act sets out benchmarks for EU domestic
capacities, specifying mandatory proportional targets for the extraction, processing and
recycling of strategic raw materials.
The EU Electricity Market Reform Package was promulgated by the European Parliament
and the Council on May 21, 2024 and became effective from July 16, 2024. The EU Electricity
Market Reform Package aims to accelerate the deployment of renewable energy and other clean
electricity sources, and incentivise the clean energy transition. Key measures include (i)
indirectly supporting energy storage development through promoting long-term power
purchase agreements, contracts for difference, and renewable energy investments; and (ii)
introducing a non-fossil flexibility support system with “available capacity payment”, enabling
flexibility resources to fully meet clean energy goals, which may potentially increase energy
storage unit revenue and promote energy storage development.
The Net-Zero Industry Act was promulgated by the European Parliament and the Council
on June 28, 2024 and became effective from June 29, 2024. It requires EU domestic
manufacturing capacity for net-zero technologies (such as solar panels, wind turbines, batteries
and heat pumps) to meet at least 40% of the EU’s annual deployment needs by 2030, and to
reach at least 15% of global production capacity for these technologies by 2040. The Net-Zero
Industry Act provides various measures to attract investment in green technologies, including
streamlined permitting procedures for strategic net-zero projects and enhanced market access
for strategic technological products through public procurement and renewable energy
auctions.
The Clean Industry Deal: A Joint Roadmap for Competitiveness and Decarbonisation was
promulgated by the European Commission, the European Council, the European Economic and
Social Committee and the Committee of the Regions on February 26, 2025, pursuant to which
decarbonisation has been positioned as a central driver of industrial growth in Europe. This
regulation identifies the reduction of energy costs as a critical business factor, encourages
public procurement to prioritise EU-made clean products, and further promotes circular
economy practices to ensure raw materials and resource security, including accelerating the
implementation of the Critical Raw Materials Act.
REGULATORY OVERVIEW
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The Industrial Action Plan for the European Automotive Sector was, promulgated by the
European Commission, the European Council, the European Economic and Social Committee
and the Committee of the Regions on March 5, 2025, pursuant to which support has been
provided to the automotive industry’s transition towards clean, connected and automated
mobility. To enhance flexibility in carbon emission standards and facilitate the achievement of
the 2025 CO
2 Emission Targets, the European Commission intends to introduce amendments
to the CO 2 emission performance standards for PVs and vans. Under these amendments,
compliance by vehicle manufacturers will be assessed comprehensively over the years 2025,
2026 and 2027, allowing manufacturers to offset exceedances of emission targets in one or two
of those years by achieving lower-than-target emissions in the other years within this
three-year assessment period.
According to the Common Customs Tariff, the EU imposes a base tariff rate of 2.7% on
batteries (including cell, module, and ESS batteries) that originate from China. The
Commission Implementing Regulation (EU) 2024/2754, which was promulgated by the
European Commission, imposed additional tariffs on imports of electric vehicles made in
China, ranging from 7.8% to 35.3%, effective from October 30, 2024 for a period of five years.
These additional tariffs are only applicable to imports of electric vehicles made in China, thus
do not have a direct impact on us. However, such additional tariffs may affect certain of our
automotive customers who export to the EU and, in turn, may have an indirect impact on us.
REGULATORY OVERVIEW
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OVERVIEW
The founding team led by Mr. Zeng Yuqun established our Company in 2011. Prior to
founding our Company, Mr. Zeng Yuqun was involved in the establishment of Amperex
Technology Limited (“ ATL”) in 1999, which was mainly engaged in the research and
development, production and sales of consumer lithium batteries. In 2005, TDK Corporation
(a company listed on the Tokyo Stock Exchange, stock code: 6762) acquired 100% equity
interest of ATL and retained Mr. Zeng Yuqun to continue overseeing the management of ATL
until March 2017. In 2011, the founding team represented by Mr. Zeng Yuqun keenly observed
the potential of EV batteries and ESS batteries and founded our Company, with Mr. Zeng
Yuqun serving as a director since our establishment to May 2013. Since June 2017, Mr. Zeng
Yuqun has been serving as the chairman of our Board. After years of development, our
Company has grown into a globally leading innovative new energy technology company,
primarily engaged in the research, development, production, and sales of EV batteries and ESS
batteries. We promote the transition from mobile and stationary fossil energy sources to
sustainable alternatives, as well as creating integrated innovative solutions for new
applications through advancements in electrification and intelligent technologies.
In June 2018, the A Shares of our Company were listed on the ChiNext of the Shenzhen
Stock Exchange (stock code: 300750).
KEY CORPORATE AND BUSINESS DEVELOPMENT MILESTONES
The following table sets forth our Group’s key corporate and business development
milestones:
Y ear Milestone
2011 /H1118/H1118/H1118/H1118/H1118/H1118The founding team established our Company in Ningde City, Fujian
Province.
2012 /H1118/H1118/H1118/H1118/H1118/H1118We entered into strategic partnership with BMW Group, attaining market
recognition worldwide.
2015 /H1118/H1118/H1118/H1118/H1118/H1118We acquired Guangdong Brunp to penetrate the battery recycling and
regeneration industry chain.
2017 /H1118/H1118/H1118/H1118/H1118/H1118We ranked No. 1 globally in terms of usage volume of EV batteries for
the first time.
We established a joint venture with SAIC Motor, deepening the strategic
cooperation with our customers through a joint venture approach for the
first time.
HISTORY AND CORPORATE STRUCTURE
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Y ear Milestone
2018 /H1118/H1118/H1118/H1118/H1118/H1118Our Company was listed on the ChiNext of the Shenzhen Stock Exchange
(stock code: 300750).
We established our first overseas battery manufacturing base in
Thuringia, Germany.
2020 /H1118/H1118/H1118/H1118/H1118/H1118We established 21C Lab to align with the world’s top-notch laboratories,
focusing on the R&D of new energy-related cutting-edge technologies.
2021 /H1118/H1118/H1118/H1118/H1118/H1118We ranked No. 1 globally in terms of shipments of ESS batteries for the
first time.
Our Ningde plant was recognized as a member of the Global Lighthouse
Network by the World Economic Forum.
2022 /H1118/H1118/H1118/H1118/H1118/H1118We invested in the construction of a battery manufacturing base in
Debrecen, Hungary.
Our Yibin plant was certified as the world’s first zero-carbon battery
factory and recognized as a member of the Global Lighthouse Network by
the World Economic Forum.
2023 /H1118/H1118/H1118/H1118/H1118/H1118We were recognized as a Fortune 500 company by Fortune.
2024 /H1118/H1118/H1118/H1118/H1118/H1118We announced a partnership with Stellantis N.V . to invest in the
construction of a battery factory in Spain.
OUR MAJOR SUBSIDIARIES
We have been continuously expanding our business since inception, and had over 300
subsidiaries as of the Latest Practicable Date to facilitate rapid and effective implementation
of our strategies.
HISTORY AND CORPORATE STRUCTURE
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Our Major Subsidiaries and their respective principal business activities, dates of
establishment and jurisdictions are set out below:
Name Principal business activities
Date of establishment
and jurisdiction
CATL-JS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118EV batteries and ESS batteries related
business
June 30, 2016,
PRC
UABC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118EV batteries and ESS batteries related
business
June 8, 2017,
PRC
CATL-SC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118EV batteries and ESS batteries related
business
October 15, 2019,
PRC
CATL-FD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118EV batteries and ESS batteries related
business
January 14, 2021,
PRC
CATL-RQ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118EV batteries and ESS batteries related
business
February 8, 2021,
PRC
CATL-RT/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118EV batteries and ESS batteries related
business
May 24, 2021,
PRC
CATL-HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Trade and investment April 1, 2016,
Hong Kong, PRC
CATT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Manufacture and sales of batteries and
provision of technical services
September 11, 2018,
Germany
CATH /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Manufacture and sales of batteries and
provision of technical services
February 4, 2022,
Hungary
Hunan Brunp /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Lithium-ion battery materials and
recycling business
January 11, 2008,
PRC
Ningbo Brunp /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Trade business of lithium-ion battery
materials
December 2, 2019,
PRC
Our Company held the entire or majority of the equity interest in the above Major
Subsidiaries throughout the Track Record Period.
HISTORY AND CORPORATE STRUCTURE
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CORPORATE DEVELOPMENT AND MAJOR SHAREHOLDING CHANGES
Establishment and Early Development
On December 16, 2011, our Company was established in Ningde City of Fujian Province
as a limited liability company with an initial registered capital of RMB1 million.
Conversion into a Joint Stock Limited Liability Company and Listing on the ChiNext of
the Shenzhen Stock Exchange
In December 2015, our Company accomplished all procedures required to convert from
a limited liability company to a joint stock limited liability company.
In June 2018, we completed the issuance and listing of our A Shares on the ChiNext of
the Shenzhen Stock Exchange (stock code: 300750). In the A-Shares listing, we issued an
aggregate of 217,243,733 A Shares, accounting for 10% of our Company’s total share capital
immediately following the A Share listing.
Private Placement of A Shares in June 2022
As approved by the Shareholders in August 2021 and the CSRC in April 2022, our
Company conducted a private placement of its A Shares to raise funds for various development
initiatives, including the construction of new lithium-ion battery production projects and the
implementation of advanced technology R&D projects. A total of 109,756,097 A Shares were
issued in the placement to 22 investors, all of whom were Independent Third Parties. The
placement raised net proceeds of approximately RMB44.87 billion. Following the completion
of the private placement, the Company’s total issued share capital increased to 2,440,607,297
A Shares.
Except for the outstanding Share Incentives under the Share Incentive Plans, the dilution
effect of which is detailed in “Appendix VI — Statutory and General Information — 4. Share
Incentive Plans” to this prospectus, there were no other outstanding options, warrants, or
convertible securities that could potentially affect the shareholding structure of our Company
as of the Latest Practicable Date.
MAJOR ACQUISITIONS, DISPOSALS AND MERGERS
Our Company had not carried out any major acquisitions, disposals or mergers during the
Track Record Period and up to the Latest Practicable Date.
HISTORY AND CORPORATE STRUCTURE
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OUR LISTING ON THE CHINEXT OF THE SHENZHEN STOCK EXCHANGE AND
REASONS FOR THE LISTING ON THE STOCK EXCHANGE
Since 2018, our Company has been listed on the ChiNext of the Shenzhen Stock
Exchange. Since our listing on the ChiNext of the Shenzhen Stock Exchange and as of the
Latest Practicable Date, we had no instances of material non-compliance with the rules of the
Shenzhen Stock Exchange and other applicable securities laws and regulations of the PRC in
any material respects, and, to the best knowledge of our Directors having made all reasonable
enquiries, there was no material matter that should be brought to the investors’ attention in
relation to our compliance record on the Shenzhen Stock Exchange. Our PRC Legal Advisors
are of the view that the confirmation of our Directors above with regard to our compliance
records is accurate and reasonable. Based on the independent due diligence conducted by the
Joint Sponsors, nothing has come to the Joint Sponsors’ attention that would cause them to
disagree with the Directors’ confirmation with regard to the compliance records of the
Company on the Shenzhen Stock Exchange.
Our Company seeks to be listed on the Stock Exchange in order to further advance our
global strategic layout, establish an international capital operation platform, and enhance our
comprehensive competitiveness. For details, see “Business — Growth Strategies” and “Future
Plans and Use of Proceeds.”
Public Float
To the best of our Company’s knowledge, immediately following the completion of the
Global Offering (assuming (i) the Offer Size Adjustment Option and the Over-allotment Option
are not exercised and (ii) no other changes are made to the issued share capital of our Company
between the Latest Practicable Date and the Listing), over 50% of our Shares (including our
H Shares and A Shares) will be counted towards the public float for the purpose of Rule 8.08
of the Listing Rules.
HISTORY AND CORPORATE STRUCTURE
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OUR SHAREHOLDING AND CORPORATE STRUCTURE
Shareholding and Corporate Structure Immediately before the Global Offering
The following chart depicts a simplified shareholding and corporate structure of our
Group immediately before the completion of the Global Offering, assuming that no changes are
made to the total issued share capital of our Company since the Latest Practicable Date and up
to the Listing:
Mr. Zeng Yuqun
Ruihua
Investment
Xiamen Ruiting Mr. Huang Shilin(1)
Ningbo United Innovation of New Energy
Investment Management Partnership
(Limited Partnership)(1)
Mr. Li Ping
Other
Holders of
A Shares
Other
subsidiaries(6)
100%
45%
23.27%
CATL-HK(4)
100%
CATL-JS
100%
UABC(2)
51%
Ningbo
Brunp(5)
69.08%
CATL-FD
100%
CATL-RT
100%
10.66% 6.45% 4.58% 55.04%
55%
Our Company
CATT(4)
100% 100%
CATH
69.08%
Hunan
Brunp(5)CATL-RQ
100%79.2%
CATL-SC(3)
Notes:
(1) For details of the beneficial ownership of each of Mr. Huang Shilin and Ningbo United Innovation of New
Energy Investment Management Partnership (Limited Partnership), please refer to the section headed
“Substantial Shareholders.”
(2) As of the Latest Practicable Date, UABC was 49.00% owned by Shanghai Automotive Group Investment
Management Co., Ltd. (ʮ̡), a wholly-owned subsidiary of SAIC Motor
Corporation Limited (ʮ̡), whose shares are listed on the Shanghai Stock Exchange
(Stock Code: 600104).
(3) As of the Latest Practicable Date, CATL-SC was 20.80% owned by Luoyang Guohong Investment Holding
Group Co., Ltd. (ʮ̡), a state-owned capital investment and operation company
specializing in the industrial sector.
(4) As of the Latest Practicable Date, CATL-HK indirectly held 100% equity interest in CATT through its
wholly-owned subsidiary Contemporary Amperex Technology Luxembourg S.à r.l.
(5) As of the Latest Practicable Date, each of Hunan Brunp and Ningbo Brunp was wholly owned by Guangdong
Brunp. Mr. Li Changdong (؇ڗNingde Amperex Technology Co., Ltd. (ʮ̡) (an
Independent Third Party), Ningbo Mengchuang Investment Co., Ltd. (ʮ̡)( “ Ningbo
Mengchuang ”), and Mr. Li Jingwen ( ҽ౻˖) held approximately 12.94%, 7.14%, 7.14%, and 3.69% equity
interests in Guangdong Brunp, respectively. Ningbo Mengchuang was controlled by Mr. Li Changdong. Both
Mr. Li Changdong and Mr. Li Jingwen served as directors of our subsidiaries.
(6) As of the Latest Practicable Date, we had over 300 subsidiaries, including our Major Subsidiaries and other
ones incorporated in various jurisdictions.
HISTORY AND CORPORATE STRUCTURE
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Shareholding and Corporate Structure upon Completion of the Global Offering
The following chart depicts a simplified shareholding and corporate structure of our
Group upon completion of the Global Offering, assuming that the Offer Size Adjustment
Option and the Over-allotment Option are not exercised and no changes are made to the total
issued share capital of our Company since the Latest Practicable Date and up to the Listing:
Mr. Zeng Yuqun
Ruihua
Investment
Xiamen Ruiting Mr. Huang Shilin(1)
Ningbo United Innovation of New Energy
Investment Management Partnership
(Limited Partnership)(1)
Mr. Li Ping
Other
Holders of
A Shares
Our Company
Other
subsidiaries(6)
100%
45%
22.66%
CATL-HK(4)
100%
CATL-JS
100%
UABC(2)
51%
CATL-SC(3)
79.2%
CATL-FD
100%
Ningbo
Brunp(5)
69.08%
10.39% 6.29% 4.46% 53.60%
Holders of
H Shares
2.61%
55%
CATT(4)
100% 100%
CATH
100%
CATL-RT
69.08%
Hunan
Brunp(5)CATL-RQ
100%
Notes (1) to (6): see “— Shareholding and Corporate Structure Immediately before the Global Offering.”
HISTORY AND CORPORATE STRUCTURE
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OVERVIEW
We are a globally leading innovative new energy technology company, primarily engaged
in the research, development, production, and sales of EV batteries and ESS batteries. We
promote the transition from mobile and stationary fossil energy sources to sustainable
alternatives, as well as creating integrated innovative solutions for new applications through
advancements in electrification and intelligent technologies. As of December 31, 2024, we had
established six major R&D centers and 13 battery manufacturing bases worldwide, with service
outlets spanning 64 countries and regions. We have the broadest coverage of customer and
end-user base globally. As of December 31, 2024, our EV batteries were installed in over 17
million vehicles, which represents one in every three EVs worldwide, and our ESS batteries
were deployed in over 1,700 projects across the globe.
Leveraging decades of extensive experience we have accumulated in the lithium-ion
battery industry, we have developed proprietary full-chain and highly efficient R&D
capabilities, which lead to our comprehensive and advanced matrix of products and solution.
It can be applied to passenger vehicle (PV), commercial vehicle (CV), front-of-the-meter
(FTM) energy storage system, behind-the-meter (BTM) energy storage system, and emerging
applications such as machinery, vessels, aircraft and others. Our products effectively meet the
evolving and diverse needs of global customers.
We actively participate in the development of industry standards and subject matter
research in the global lithium-ion battery industry, driving the industry’s sustainable
development. By the end of 2024, we are part of over 160 domestic and international industry
associations, among others: the Global Battery Alliance, International Renewable Energy
Agency, European Battery Alliance, and China Association of Automobile Manufacturers.
Through our relentless efforts, we are highly recognized by global customers and widely
acclaimed in the market. Our major accomplishments include:
EV Battery1
Manufacturing
World’s Only
3 Lighthouse Factories
In the Lithium-ion Battery Industry
Largest  Globally:
676 GWh
Production Capacity, 2024
DPPB
Single-Cell Failure
Products4
RMB71.8 Bn
Cumulative R&D Spent from 2015
to 2024
43,354 Patents
Authorized/pending
TECHNOBEST 2024 Award,
AUTOBEST
Shenxing battery
The Best Inventions of 2022,
TIME Magazine
Qilin battery
R&D
72% of the High-End
Passenger EV
Market in China
80% of the E-Bus
Market in China
71% of the E-Truck
Market in China
Select Markets3ESS Battery2
No. 1 Globally for
4 Consecutive Years
36.5%
Global Market Share in 2024
No. 1 in Non-China Markets
In 2024
37.9%
Global Market Share in 2024
No. 1 Globally for
8 Consecutive Years
27.0%
In 2024
BUSINESS
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Notes:
1 The rankings and market shares are based on global EV battery usage volume, according to the GGII
Report. The eight consecutive years refer to 2017 to 2024.
2 The rankings and market shares are based on global ESS battery shipment, according to the GGII
Report. The four consecutive years refer to 2021 to 2024.
3 High-end passenger EV is defined as a vehicle priced over RMB250,000, according to the GGII Report.
Market shares are calculated based on data in 2024.
4 The number of patents is as of December 31, 2024.
Our Business
We are dedicated to providing best-in-class EV and ESS batteries and related solutions for
global new energy applications, as outlined below:
Innovative
Solutions
EV Battery
Passenger Vehicle Commercial Vehicle
E-Bus E-TruckE-LCVBEV PHEV
Freevoy TianxingQilin Shenxing
Choco-Swap
ESS Battery
Front-of-the-Meter Behind-the-Meter
EnerOneTENER UniC
Emerging Applications
Machinery Vessels Aircraft Others
QIJI Energy Swap
Skateboard
Chassis
Zero-Carbon
Solutions
…
EnerC EnerD PU100
Representative
Products
Applications
Applications
Representative
Products
In addition, we secure the supply of key upstream resources and materials for battery
production through battery materials and recycling, and investment, development and
operation of mineral resources. For details about each of our business segments, see “— Our
Products and Solutions.”
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Our Innovations
Our innovation has three strategic directions: (i) replacing mobile fossil energy sources,
(ii) replacing stationary fossil energy sources and (iii) integrated innovation of new
applications. We focus our efforts on innovation around battery materials and electro-
chemistries, system structures, and green extreme manufacturing, as well as business model
innovation. We have consistently launched new technologies, products and business models
that drive the industry forward.
 In 2011, we participated in the world’s largest wind and solar energy storage and
transmission project — the Zhangbei energy storage project.
 In 2014, we mass-produced the world’s first large prismatic NCM battery cell.
 In 2016, we were the first in the world to apply CTP technology to E-Bus.
 In 2018, we pioneered the mass production of prismatic NCM811 high-nickel
batteries.
 In 2019, we were the first in the world to apply CTP technology to PV .
 In 2021, we released the world’s highest energy density sodium-ion battery, and
introduced the AB battery system.
 In 2022, we launched the Qilin battery, utilizing 3
rd generation CTP technology,
achieving the highest volume utilization of 72% globally.
 In April 2023, we unveiled the world’s first condensed battery with a cell level
energy density of up to 500 Wh/kg.
 In August 2023, we released the world’s first 4C superfast charging LFP battery,
Shenxing.
 In April 2024, we unveiled TENER, the world’s first ESS featuring zero degradation
in power and capacity over 5 years, while offering high single container energy
capacity of 6.25 MWh.
 In July 2024, we launched the Tianxing series for various CV applications,
tailor-made for E-Bus, E-LCV , and E-Truck, effectively addressing key industry
pain points of CV , including limited driving range, slow energy replenishment, and
rapid battery degradation.
 In October 2024, we launched Freevoy Super Hybrid Battery, the world’s first
hybrid vehicle battery to achieve a pure electric range of over 400 km and 4C
superfast charging.
 In December 2024, we unveiled the Bedrock Chassis, the world’s first ultra-safe
skateboard chassis that has successfully passed the dual extreme safety test.
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Our Global Presence
Our business spans the globe. We adopt a “customer-centric” approach and established
various long-term and in-depth strategic partnerships with globally renowned automotive
OEMs, ESS integrators, project developers or operators. By the end of 2024, nine out of the
top ten global automotive OEMs by EV sales volume are our customers, according to the GGII
Report. Our automotive OEM customers include BMW, Mercedes-Benz, Stellantis,
V olkswagen, Ford, Toyota, Hyundai, Honda, V olvo, SAIC, Geely, NIO, Li Auto, Yutong, and
Xiaomi. Our ESS customers and partners include NextEra, Synergy, Wärtsilä, Excelsior,
Jupiter Power, Flexgen, China Energy Group, State Power Investment Corporation, China
Huaneng Group, China Huadian Group and China National Petroleum Corporation. We further
strengthen our collaboration with global customers through equity investments, JVs, and
technology licensing. In 2024, 30.5% of our revenue was generated from overseas markets. As
of December 31, 2024, we have established a global network of over 770 after-sales service
stations, among which 169 are located overseas, continuously providing high-quality service to
our global customers.
We have been expanding our global footprint in response to evolving customer demands.
As of December 31, 2024, we operated 13 battery manufacturing bases around the world,
including 11 major domestic manufacturing bases located in Ningde (Fujian), Xining
(Qinghai), Liyang (Jiangsu), Yibin (Sichuan), Zhaoqing (Guangdong), Shanghai, Xiamen
(Fujian), Yichun (Jiangxi), Guiyang (Guizhou), Jining (Shandong), and Luoyang (Henan), and
two overseas manufacturing bases — the Thuringia factory in Germany and the Debrecen
factory in Hungary. Our manufacturing base in Thuringia, Germany, has become the world’s
first battery manufacturer to obtain V olkswagen module certification and the first in Europe to
receive V olkswagen cell certification. Furthermore, we are actively preparing and advancing
our JV factory with Stellantis N.V . in Spain, and our battery value chain projects in Indonesia.
To actively advance our globalization, we emphasize our efforts on overseas operational
support, supply chain expansion, resources and recycling, and international talent acquisition.
These efforts aim to create an efficient multinational operational structure.
Our Financial Performance
We have achieved solid and high quality financial performance over the years. For the
years ended December 31, 2022, 2023 and 2024, our revenue was RMB328.6 billion,
RMB400.9 billion and RMB362.0 billion, respectively. Our revenue decreased by 9.7% from
RMB400.9 billion in 2023 to RMB362.0 billion in 2024, mainly due to a reduction in our
average selling price in response to decrease in the prices of raw materials, including lithium
carbonate, despite increased sales volumes of our EV batteries and ESS batteries. During this
period, our profitability continued to improve, with profit for the year consistently increasing.
For the years ended December 31, 2022, 2023 and 2024, our profit for the year was RMB33.5
billion, RMB47.3 billion and RMB55.3 billion, respectively, representing a year-on-year
growth of 41.5% and 16.8%, respectively. Our net profit margin for the years ended December
31, 2022, 2023 and 2024 was 10.2%, 11.8% and 15.3%, respectively. In the same years, our
weighted ROE was 24.7%, 24.3% and 24.7%, respectively.
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We have consistently maintained a robust cash flow position. The net cash flow generated
from operating activities for the years ended December 31, 2022, 2023 and 2024, was
RMB61.2 billion, RMB92.8 billion, and RMB97.0 billion, respectively.
Our Sustainability Initiatives
We actively promote the United Nations Sustainable Development Goals. As a member of
the United Nations Global Compact (“UNGC”), we fully support its ten principles across four
key areas: human rights, labor, environment, and anti-corruption. We have established a
sustainability governance structure that integrates these principles into our daily operations,
ensuring the effective advancement of our sustainability efforts.
Meanwhile, we continuously enhance the transparency of our external communications,
conveying our sustainability values and concepts to a broader range of stakeholders. As of the
Latest Practicable Date, we had published annual Corporate Social Responsibility and/or ESG
reports for seven consecutive years. We conduct regular identification and analysis of material
ESG topics, and conduct a review of material topic results of the previous year in accordance
with the latest ESG regulations and policies, while also considering external stakeholder focus
and industry practices.
We consider climate change and carbon emissions as essential factors for our sustainable
development. In 2023, we released our “Zero Carbon Strategy” setting clear carbon neutrality
goals: achieving carbon neutrality by 2025 in our core operations and by 2035 across the value
chain. We continue to enhance our ecosystem and biodiversity protection strategies,
formulating and publishing our “Biodiversity Commitment” and “Forest Resource
Conservation Commitment.” Adhering to a philosophy of seamlessly integrating business
development with social responsibility, we actively participate in community development,
educational support, disaster relief, environmental protection, and social welfare initiatives.
Through dedicated charitable funds and financial donations, we fulfill our corporate citizenship
responsibilities and promote social value cocreation.
We continuously enhance our ESG practice and have achieved steady improvement of
ESG rating in recent years. We successfully maintain industry-wide leading positions in
various mainstream ESG ratings.
COMPETITIVE STRENGTHS
Competitive Full-Chain R&D Moat Built on Our Solid Experience and Proven
Methodology
Lithium-ion batteries are critical components in the global transition to clean energy and
low-carbon society. Developing and mass-producing lithium-ion batteries that combine at the
same time outstanding safety, performance, high quality, and cost effectiveness are extremely
challenging, which requires a comprehensive understanding and application of multiple
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disciplines such as electrochemistry, thermodynamics, and molecular dynamics, as well as
fundamental theories across micro, meso, and macro scales, in addition to strong technical
design, manufacturing, and quality control capabilities.
With more than 25 years in the lithium-ion battery industry, our team has accumulated
extensive experience in developing, designing and manufacturing lithium-ion batteries. As a
result, we cultivated a unique R&D methodology, and through continuous upgrades and
optimization, we have been pioneering large-scale commercialization of EV and ESS batteries.
From 2015 to 2024, our cumulative R&D expenses amounted to RMB71.8 billion. As of
December 31, 2024, our R&D team comprised more than 20,000 professionals. We built a
robust full-chain innovation system and self-developed highly efficient and smart R&D
platforms. Leveraging extensive, multi-scenario customer and end-user feedback, we
consistently enhance our R&D and product design capabilities, ultimately creating a deep and
competitive R&D moat.
Proprietary Full-Chain R&D
We possess proprietary full-chain R&D capabilities, from battery material, cell, module,
system to downstream applications. Our R&D covers the entire process and full product life
cycle from battery material R&D, product development, process and engineering design,
testing and analysis, intelligent manufacturing, to recycling. These further enable us to have
systems thinking, which allows us to deeply understand the interconnections of various
elements during different stages, facilitating efficient innovation and product development. At
the same time, our proprietary full-chain R&D capabilities allow us to have higher resilience
and better control over our business operation, and to avoid over-reliance on any specific
resources.
We seamlessly incorporate three key elements — safety, quality, and cost — into our
R&D and manufacturing process, ensuring better delivery of our products. Regarding safety,
we conduct R&D and design by simulating full-scenario application conditions and have a
unique safety and reliability management system based on mechanism research, system safety
technology, system reliability analysis technology, and model quantization technology.
Through our extreme manufacturing process, we have reduced the failure rate of battery cells
from DPPM to DPPB. To ensure product quality, we have set over 7,000 quality control points
at critical production stages and implemented robust evaluation mechanisms. As to cost
management, we apply proprietary PSL to significantly increase production pace, improve
production yield, increase productivity per capita and reduces overall unit costs.
Highly Efficient and Smart Platforms
Built on massive data and advanced algorithms, we conduct modelling simulation by
utilizing multi-physics, multi-scale, and multi-parameter process, consequently enhancing our
R&D efficiency through a digital and smart R&D approach.
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We self-developed material high-throughput computing platform, smart battery cell
design platform, and smart process design platform, among others. We employ high-throughput
computing, multi-scale simulations, and other cutting-edge technologies, and through material
screening, decoding and transformation, we efficiently explore electro-chemistries with better
performance, reliability and cost-effectiveness. From experimental reverse design to predictive
forward design, we integrate technical advantages across battery materials, design, processes,
and equipment, which allows us to substantially reduce cell design period compared to
conventional manual methods. We digitize our entire manufacturing process, from
development of new process to mass production, which deepens the synergy between process
design and intelligent manufacturing, optimizes product development pathways, and enables
our real-time adjustments.
Extensive Customer Feedback from Diversified Applications
Based on our robust collaboration with our extensive customer base, we can gather
feedback on our products from various applications and gain valuable insights into the
experiences and pain points of end-users. We consistently integrate these real-world feedback
with our R&D lab data, allowing us to effectively enhance product performance and optimize
our solutions, and further form a positive self-reinforcing loop.
Comprehensive and Advanced Product Matrix, Continuously Trendsetting the Industry
We have deep insights into industry trends, and multiple times preemptively identified the
best technology direction and launched innovative products. Since inception, we pioneered the
high-capacity cells for CV , high-nickel NCM batteries, and module-free CTP designs,
successfully achieving large-scale commercialization of these products. In addition, we have
introduced innovative products such as sodium-ion batteries with high energy density, M3P
batteries, and condensed batteries, continually driving industry development. As a result, we
cultivated the most comprehensive and advanced product matrix in the industry, leading with
performance characteristics such as high energy density, long life cycle, fast charge rates, wide
operating temperature range, and outstanding safety. All of these contribute to our products’
wide adaptability to PV , CV , ESS, and new applications, providing optimal solutions for
customers and end-users.
In the PV sector, our Qilin battery is the industry’s first NCM battery achieving 5C
superfast charging and being capable of delivering a driving range exceeding 1,000 km. It was
named one of TIME Magazine’s Best Inventions of 2022 and was awarded the title of Most
Innovative Automotive Supplier “Alternative Powertrains” by the Center of Automotive
Management in Germany. Our Shenxing battery is the world’s first LFP battery to achieve 4C
superfast charging, earning the 2024 TECHNOBEST Award from AUTOBEST. Our Freevoy
battery is the world’s first hybrid vehicle battery capable of exceeding 400 km of pure electric
range while supporting 4C superfast charging. In the CV sector, our Tianxing battery series is
tailored for E-Bus, E-LCV and E-Truck, effectively addressing sector pain points such as range
anxiety, slow charging, and rapid battery degradation. In the ESS sector, our TENER system
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is the world’s first ESS with zero degradation in power and capacity over 5 years, achieving
single container energy capacity up to 6.25 MWh while offering outstanding safety, long life
cycle, and high integration advantages.
As a result, we preemptively and systematically capitalize on market opportunities and
secure a leading position across various markets. We have maintained the No. 1 global market
share in EV batteries for eight consecutive years, while our ESS batteries have held the top
position for four consecutive years. In select markets, including the high-end PV market with
demanding performance standards and significant technical challenges, as well as the
high-usage CV markets, we are highly recognized by our customers and achieve even greater
market shares through our exceptional products.
Multi-Dimensional Expansion Creating a Dominant Position in Emerging Areas
Leveraging our deep understanding of and continuous innovation in EV and ESS
batteries, we proactively identify and seize emerging market opportunities. We tailor products
and solutions that meet the performance requirements of new application scenarios, pioneering
the expansion of electrification into areas such as machinery, vessels, aircraft and others. At the
same time, we have successively launched innovative solutions such as Skateboard Chassis,
Choco-Swap and QIJI Energy Swap, empowering our customers, expanding our applications,
enhancing the end-user experience, and promoting comprehensive electrification.
We are the first battery company to receive recognition and certification from the China
Classification Society (CCS) under the “Guidelines for the Inspection of Pure Electric Powered
Ships.” We established a wholly-owned subsidiary, CAES, which has become the world’s first
solution provider for electric vessels covering their entire life cycles. As of December 31, 2024,
over 700 electric vessels globally had been equipped with our batteries. In 2023, we launched
our condensed battery with a cell energy density of up to 500 Wh/kg, which simultaneously
achieves high energy density and excellent safety, opening up new electrification possibilities
for passenger aircraft.
Our Skateboard chassis features body-chassis separation, high integration, and open
architecture, promoting more modular, bespoke, and intelligent automobile designs, and
significantly improving development efficiency for our automotive customers, shortening their
new models R&D cycles. In addition, our Bedrock chassis was the first in the world to pass
the dual extreme safety test of “highest speed plus strongest impact” by the Automotive Safety
Technology Center of China Automotive Engineering Research Institute Co., Ltd. (ӛ
ԓτΌҦஔʕː). Our Choco-Swap offers high adaptability and flexibility to various PV
models, effectively improving energy replenishment efficiency and enhancing the end-user
experience through fast battery swapping. Meanwhile, our QIJI Energy Swap system delivers
a more environment friendly, economical, and efficient energy replenishment solution for the
E-Truck sector.
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Pioneering Zero Carbon Practice, Building Zero Carbon Ecosystem
Pioneering Zero Carbon Practice
In 2023, we launched our “Zero Carbon Strategy,” establishing clear carbon neutrality
goals: achieving carbon neutrality by 2025 in our core operations and by 2035 across the value
chain. To fully advance the achievement of zero-carbon goals, we are implementing
energy-saving upgrades and renewable energy utilization across our manufacturing bases. We
actively promote the construction of zero-carbon factories, develop renewable energy projects,
and increase the proportion of green electricity usage. As of December 31, 2024, we had 9
certified Zero Carbon Factories and had obtained utility-scale renewable energy capacity quota
totaling 4.8 GW. Furthermore, we have established a self-sustaining closed loop consisting of
battery production, usage, cascade utilization, and recycling. In 2024, we had recycled
approximately 128,700 tons of retired batteries and wasted materials, from which
approximately 17,100 tons of lithium compounds was regenerated. Our global recycling
network has covered 60 partners in 26 countries and regions.
We also collaborate with key suppliers to comprehensively reduce carbon emissions
throughout the supply chain. We utilize the CREDIT value chain sustainability auditing
program to conduct sustainable management reviews of our suppliers, while relying on the
CATL Carbon Chain Management System to expand our product carbon footprint database. As
of December 31, 2024, we have completed the collection and import of carbon footprint data
for over 300 raw materials. In 2024, the carbon footprint of our anode and cathode materials
was reduced by 18.62% compared to the level in 2023.
Building Zero Carbon Ecosystem
The global trend of carbon reduction presents significant market opportunities; however,
building a zero-carbon society is exceedingly challenging, and reliable solutions are yet to be
developed. Leveraging our product and business advantages, coupled with our own carbon
reduction practices, we have launched a series of pilot projects and demonstration initiatives
at both the industrial park and city levels, in order to create highly integrated zero-carbon
solutions, establish a zero-carbon ecosystem and facilitate the development of a zero-carbon
society.
Our leading batteries are critical to the transition toward clean energy and low-carbon
society. As of the Latest Practicable Date, we had cumulatively delivered over 1.5 TWh of
battery products, which have been widely adopted in core areas of zero-carbon development,
including transportation and electricity. We also provide innovative products and solutions
such as battery swapping services, solar-storage-charging-battery inspection system and
grid-forming ESS. In addition, we have been developing a low-carbon digital energy cloud
platform and an energy management system to facilitate the intelligent interconnection,
scheduling, and management of green energy. By doing so, we are able to provide a
zero-carbon solution that comprehensively covers the needs of generation, grid, load, and
storage of electricity.
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We signed strategic corporation agreements with various enterprises, such as Conch
Group, Xiamen Road & Bridge, and Nanjing Iron and Steel, to construct zero-carbon industrial
park level projects. We also launched zero-carbon pilot projects in provinces and cities like
Hainan and Tianjin. By implementing and promoting sophisticated system engineering
initiatives, we advance the infrastructure underlying a zero-carbon society.
Leading Global Footprint with Unparalleled Capabilities
We have the largest lithium-ion battery production capacity in the world, with an
industry-leading global footprint. Our production capacity reached 676 GWh in 2024. We have
established the Thuringia factory in Germany, and are actively preparing and advancing our
plant in Hungary, our JV factory with Stellantis in Spain, and our battery value chain projects
in Indonesia.
Lithium-ion battery companies face numerous challenges in overseas operations, such as
unfamiliarity with local markets, high barriers to customer relationships, elevated construction
costs, differences in legal systems and regulatory policies, cultural differences, and inadequate
operational support systems. We manage to continue to overcome these challenges, ensuring
stable operations at our overseas factories, thus enhancing our global presence. Our leading
globalization capabilities primarily stem from the following unique advantages:
 Extensive Customer Base and Abundant Orders : We engage in comprehensive and
deep cooperation with overseas customers. By actively meeting their diverse
requirements through self-built capacity, JVs, technology licensing and the LRS
(license, royalty, service) model, we have attracted long-term, abundant, and stable
backlog of overseas orders.
 V aluable Overseas Construction and Operational Experience : We began
constructing our Germany factory back in 2018, which commenced operations in
2022. Through years of continuous exploration, we have accumulated invaluable
experiences in shortening construction cycles, enhancing production line efficiency,
meeting environmental and sustainability requirements, conducting local
recruitment and training, establishing ancillary supply chains, and managing market
development and customer relationships.
 Purpose-designed Factories and Production Lines : To address the challenges of
slow construction and high costs associated with overseas factories, we have
developed small, standardized and modular facilities specifically for overseas
manufacturing bases, effectively shortening construction time. Simultaneously, to
lower reconfiguration costs and optimize efficiency, we developed highly intelligent
reconfigurable production lines, capable of reducing configuration switching time
and significantly enhancing production line flexibility and efficiency. In addition, by
elevating automation levels, we further increased productivity per worker. We
continuously refine these designs and apply them in subsequent overseas factory
constructions, significantly enhancing our investment returns.
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 Comprehensive Resource Support : We have established a global support system
encompassing sales, after-sales services, and logistics. We operate 169 service
stations across 63 countries and regions overseas, providing global customers with
efficient one-stop service through effective business integration. In addition, we
have built an international framework for supporting functions. We replicate our
domestic expertise aboard, creating a comprehensive system befitting our overseas
operations and providing support for the sustainable expansion of our international
operations.
These unique advantages stem from our long-term operations and form the foundation for
our global expansion, establishing our globalization capability that is difficult to replicate.
GROWTH STRATEGIES
Guided by the three strategic directions and four innovative systems, we drive the
development of our business. We are committed to battery technology innovation and
large-scale commercial deployment, continuously expanding the applications of EV and ESS
batteries. Through integrated innovation and zero-carbon solutions, we aim to reduce society’s
dependence on fossil fuels and contribute to global sustainable development.
Our Three Strategic Directions
 Centering around Electrochemical Energy Storage + Renewable Energy Generation ,
we focus on replacing stationary fossil fuels and reducing reliance on fossil fuel
power generation.
 Centering around EV Battery + NEV , we aim to facilitate the replacement of mobile
fossil fuels, thereby eliminating dependence on petroleum in the transportation
sector.
 Centering around Electrification + Intelligentization , we promote integrated
innovation for new energy applications, providing sustainable, accessible, and
reliable energy sources for various industries, and fostering regional zero-carbon
ecosystem and green low-carbon transformations across multiple fields.
Our Four Innovative Systems
Innovation is in our DNA and serves as the driving force behind our sustainable
development. Guided by our three strategic directions, we have established four innovative
systems: “Battery Materials and Electro-chemistries Innovation,” “System Structure
Innovation,” “Green Extreme Manufacturing Innovation,” and “Business Model Innovation” to
support our business development. We promote the four innovative systems through “open
innovation.” We will implement digitalization and intelligent technologies across all stages
including R&D, manufacturing, sales, and management, while enhancing the efficiencies in
battery material system innovation, cell development and design, and manufacturing process
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design. This will facilitate the efficient transformation of scientific advancements into
technology, products, and ultimately, successful commercialization and high-quality mass
production, ensuring our continued market leadership.
 Battery Materials and Electro-chemistries Innovation : We will continue to enhance
intelligent development platforms, such as the high-throughput materials integration
computing platform. Leveraging advanced algorithms and computing power, we
utilize validated platform technologies to conduct atomic-level simulations and
design modeling of materials. By identifying fundamental characteristics of key
materials and efficiently screening promising material systems, we drive
comprehensive innovation in materials and material systems. This accelerates
battery design and ensures that we maintain foresight and leadership in the
development of new products and technologies.
 System Structure Innovation : We will optimize the system structure design of battery
packs and chassis integration by leveraging digitized design tools and
methodologies, while continuing to iterate and upgrade our existing CTP and CTC
technologies. This will improve the integration our battery systems and our
skateboard chassis products, resulting in more efficient, safer, and cost-effective
products. These innovations effectively facilitate the development of EV and
enhance the key performance of EV and ESS.
 Green Extreme Manufacturing Innovation : We are dedicated to establishing a green
and efficient extreme manufacturing system to ensure the safety and reliability of
battery products throughout their life cycle. Through continuous R&D investment
and experience accumulation, we have developed and implemented the PSL across
our manufacturing bases, achieving an industry-leading single-unit cell failure rate
at the DPPB level. Looking ahead, we will leverage technologies such as big data,
cloud computing, digital twins, and 3D printing to enhance our industrial
digitalization capabilities, optimize production processes, improve product quality
and productivity, and create high-quality delivery capabilities at the TWh scale.
 Business Model Innovation : We will fully leverage the advantages of our existing
business, and continue to expand into new application scenarios, including
machinery, vessels, aircraft and others. We successfully launched Choco-Swap, QIJI
Energy Swap and various other innovative solutions. At the same time, leveraging
our extensive experience in carbon reduction across operations and the value chain,
we will use regional pilot projects as entry points to actively promote the
implementation of zero-carbon technology products and solutions. This will support
the development of regional zero-carbon ecosystems and drive green, low-carbon
transitions across various sectors.
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We believe that achieving a global green and low-carbon transition requires communal
dedications. We will continue to uphold the spirit of open innovation and implement the four
innovative systems and the complementary strengths of internal and external innovation
capabilities. By doing so, we will help achieve the efficient allocation of resources across
society, drive technological progress together with other forces, and ultimately yield shared
benefits and mutual success for all.
OUR PRODUCTS AND SOLUTIONS
We are primarily engaged in the R&D, production, and sales of EV batteries and ESS
batteries, with a focus on electrification and intelligentization to drive integrated innovation in
market applications. Our core technological advantages and sustainable R&D capabilities span
across multiple sectors of the industry chain such as battery materials, battery systems, and
battery recycling, allowing us to establish a comprehensive and well-developed production and
service system.
Our main products include EV batteries, ESS batteries and related battery materials.
Based on our solid experience, proven methodology, full-chain R&D capabilities, and other
underlying factors, our products have maintained a leading position in the industry for a long
time. With 25 years of specialization in the lithium-ion battery industry, our team has
accumulated extensive R&D, design and manufacturing expertise, which has led to our distinct
innovation methodology. Through continuous iteration and optimization, we have pioneered
the large-scale commercialization of EV batteries and ESS batteries. We comprehensively
master multidisciplinary fundamentals including electrochemistry, thermodynamics, and
molecular dynamics, along with integrated application capabilities across micro, meso, and
macro scales. We excel in process engineering, manufacturing technology, and quality control,
while maintaining an innovative R&D ecosystem that features a full-chain innovation system,
highly efficient and smart R&D platforms, and massive customer and end-user data feedback
covering multiple scenarios.
For material and material system, leveraging the intelligent R&D platform independently
developed by us based on years of experience, we can achieve efficient material screening,
upgrade the performance of our products applying existing chemistries, and pioneer the launch
of emerging chemistries. For the system structure, we have taken the lead in realizing efficient
integration of battery systems through CTP technology, and introduced CTC technology to
further enhance the efficiency of integrating batteries into the chassis. For green extreme
manufacturing, we utilize big data, cloud computing, digital twin simulation, 3D printing, and
other technologies to improve digital capabilities, optimize production processes, increase
production efficiency, enhance product quality, and achieve the industry-leading DPPB level of
single-cell failure rate. The full-chain R&D barriers and continuous innovation capabilities
have enabled us to build the most comprehensive and advanced product portfolio, delivering
outstanding performance, such as high energy density, long life cycle, high charging rate, wide
operating temperate range, and superior safety.
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EV Batteries
Our EV battery products include battery cells, battery modules/racks, and battery packs,
offering products with a diverse range of chemistries that cover different energy density ranges.
These products include, among others, LFP batteries, high-voltage mid-nickel ternary batteries,
high-nickel ternary batteries, sodium-ion batteries, M3P batteries, and condensed batteries. Our
EV battery products are designed to meet a variety of functional requirements, such as fast
charging, long life cycle, long driving range, high safety, and wide operating temperature
range.
PV Applications
We provide a variety of products based on the diverse needs of customers in the PV
application scenario.
To meet the diverse needs of PV users regarding charging speed, range, and power, we
have introduced a series of products represented by the Qilin battery and Shenxing battery, the
key characteristics of which are set forth below:
 The Qilin battery utilizes the CTP 3.0 technology to integrate cells of high-nickel
ternary battery or other chemistries, featuring high energy density, superior
fast-charging performance, and excellent safety. Qilin battery offers an energy
density of up to 255 Wh/kg and achieves a maximum 5C fast-charging capability. It
is capable of delivering a range exceeding 1,000 km with one charge. We have
launched several versions of the Qilin battery, including high power, long driving
range, superfast charging, and all-around performance.
 The Shenxing battery is the world’s first LFP battery to achieve 4C fast charging. It
features excellent fast-charging performance, strong low-temperature performance,
and cost-effectiveness. We have launched several versions for the Shenxing battery,
including superfast charging, long life cycle, all-around performance, and the Plus
version. Its energy density can reach up to 205 Wh/kg.
To meet the needs of PHEV users for extended electric range, low-temperature
performance, and fast energy replenishment, we have introduced a series of products
represented by the Freevoy battery, the key characteristics of which are set forth below:
 The Feevoy battery is the world’s first hybrid battery to offer over 400 km of pure
electric range combined with 4C fast charging. It features long pure-electric driving
range, excellent low-temperature performance, and superior fast-charging
capabilities. We have launched several versions for the Freevoy battery, including
the “Lithium and Sodium AB” and “High Performance”.
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CV Applications
To meet customer demands for stability, life cycle, and high-frequency usage, we have
launched a series of products represented by our Tianxing battery, precisely tailored for CV
applications, such as E-Bus, E-LCV , and E-Truck. The key characteristics of our Tianxing
battery are set forth below:
 For time-sensitive scenarios such as logistics and platform-based order fulfillment,
we offer Tianxing L — Fast Charge and Tianxing L — Long Range, with a lifespan
of up to eight years and 800,000 km. For E-Bus, we offer Tianxing Bus version with
a design lifespan of up to 15 years and 1.5 million km. In addition, for E-Truck with
a design lifespan of up to 15 years and 3 million km, our Tianxing battery for heavy
CV maintains reliability and stability even in harsh environments like mines and
construction sites.
Emerging Applications
Beyond the application mentioned above, our EV batteries are also expanding into
emerging application scenarios such as machinery, vessels, aircraft and others.
In addition, we continuously innovate and conduct R&D in select sectors such as power
tools and electric two-wheelers, while also offering innovative medium-sized smart battery
products.
Innovative Solutions
Skateboard Chassis
Our skateboard chassis products are characterized by body-chassis separation, high level
of integration, and an open structure: (i) body-chassis separation: separating the vehicle body
from the chassis allows automotive OEMs to flexibly develop a variety of vehicle models on
the same chassis architecture, shortening their new model R&D cycle, significantly reducing
their initial R&D costs; (ii) high level of integration: we utilize CTC technology, highly
integrating key components such as the battery, motor, inverter, steer, brake, and suspension.
This improves space utilization and optimizes the overall vehicle structure; and (iii) open
structure: our skateboard chassis features standardized connection interfaces and an open
software framework, facilitating customized development for automotive OEM partners and
promoting joint innovation and resource sharing. In addition, our ultra-safe Bedrock Chassis
was the first in the world to pass the dual extreme safety test of “highest speed plus strongest
impact” by the Automotive Safety Technology Center of China Automotive Engineering
Research Institute Co., Ltd..
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Battery Swapping Solutions
We have launched the Choco-Swap and QIJI Energy Swap solutions to address the
specific application scenarios and end-user needs of PV and CV , respectively. We establish our
battery swapping network through self-construction, co-construction with third parties, joint
ventures and other means, leasing or selling standardized battery products, and providing
battery swapping services. The Choco-Swap offers standardization, high compatibility, and
convenience, adopted a wide range of vehicle models with strong flexibility. Through quick
battery swapping, it significantly enhances energy replenishment efficiency and the overall
experience for PV end-users. The QIJI Energy Swap solution consists of elements such as
swappable batteries, swapping stations, and a cloud platform, providing a more environment
friendly, economical, and efficient one-stop energy replenishment solution for the E-Truck
sector.
ESS Batteries
Our ESS batteries encompass battery cells, battery racks, containers, and relevant
systems, primarily utilizing LFP chemistries. Our ESS batteries are highly integrated, safe, and
flexible, effectively addressing industry pain points, such as high costs and large space
requirements. Based on the diverse application scenarios covering the power generation, grid,
and load, as well as the entire full life cycle economics of our products, we have developed
multiple specialized battery cells, such as 280Ah, 306Ah, 314Ah and 587Ah, and feature
ultra-long life cycle, high safety, and wide operating temperature range.
Our ESS batteries are widely used in various FTM and BTM applications, including but
not limited to utility energy storage, industrial and commercial storage and data centers.
 FTM Applications: Primarily include large-scale ESS projects on the power supply
side, grid side, and other similar applications. We have launched the EnerOne and
EnerOne Plus outdoor liquid-cooled battery products, as well as the EnerC, EnerC
Plus, EnerD, and EnerX liquid-cooled battery containers designed for all-climate.
Furthermore, we have introduced the TENER system, which achieves zero power
and capacity degradation over five years with each unit boasting an energy capacity
of up to 6.25 MWh per container. It also offers safety, long life cycle, and high
integration, meeting users’ needs for energy storage safety and cost-effectiveness.
 BTM Applications: Primarily include user-side ESS projects, including commercial
and industrial energy storage and data center storage applications. Our products
cover the full range of scenarios from low-voltage and medium-voltage to
high-voltage platforms. Among them, the UniC series products feature long life
cycle, simplified operation and maintenance, and low energy consumption cost,
making them suitable for diverse industrial and commercial energy storage
applications. The PU100 product offers high safety, high power, and easy
maintenance, catering to the energy management needs of data centers.
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Our EV batteries and ESS batteries share the same electrochemistry principles basically
and are also similar in terms of system structure and manufacturing process. However, in order
to adapt to the needs of different downstream application scenarios, EV batteries and ESS
batteries have gradually developed different characteristics in terms of performance indicators.
As of the Latest Practicable Date, the main indicators and application fields of our EV batteries
and ESS batteries are as follows:
Items
Major
downstream
applications
Cathode
material
Energy
density at
cell level
(Wh/kg)
Life cycle
(times) Safety standards
EV Batteries /H1118/H1118PV , CV , vessels,
electric two-
wheelers, etc.
Ternary materials 220-310 2,000-6,000 PV and CV: in compliance
with GB38031, GB38032,
UN38.3, ECER100.3 and
other standards; electric
vessels: in compliance with
the Rules for Ships
Applying Battery as a Power
(୵୴Ꮠ͜ཥϫਗɢ஝
ᇍ), UN38.3 and other
standards; electric two-
wheelers: in compliance
with GB/T36972, UN38.3
and other standards
LFP materials 180-200 4,000-10,000
ESS Batteries /H1118/H1118ESS, industrial
and
commercial
energy
storage,
residential
energy
storage,
portable
energy
storage, etc.
Primarily LFP
materials
140-200 2,000-15,000 ESS: in compliance with
GB/T36276, UN38.3,
UL9540A, UL1973,
IEC62619 and other
standards; industrial and
commercial energy storage:
in compliance with
GB31241 and other
standards; residential energy
storage: in compliance with
GB31241 and other
standards; portable energy
storage: in compliance with
GB31241 and other
standards
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During the Track Record Period, the sales volume, revenue, average sales price, and gross
profit margin for our EV batteries and ESS batteries are set forth in the table below:
Items
For the year ended December 31, 2022
Sales volume Revenue
Average sales
price
Gross profit
margin
(GWh)
(RMB in
thousand) (RMB/Wh)
EV batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118242 236,593,497 0.98 14.1%
ESS batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847 44,980,277 0.96 14.0%
Items
For the year ended December 31, 2023
Sales volume Revenue
Average sales
price
Gross profit
margin
(GWh)
(RMB in
thousand) (RMB/Wh)
EV batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118321 285,252,917 0.89 18.1%
ESS batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869 59,900,522 0.87 18.7%
Items
For the year ended December 31, 2024
Sales volume Revenue
Average sales
price
Gross profit
margin
(GWh)
(RMB in
thousand) (RMB/Wh)
EV batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118381 253,041,337 0.66 23.9%
ESS batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893 57,290,460 0.62 26.8%
Battery Material and Recycling
Our battery material products primarily include lithium compounds, precursors, and
cathode materials. We also process nickel, cobalt, manganese, lithium, and other materials
from used batteries through recycling, producing materials needed for lithium-ion battery
manufacturing such as precursors and lithium compounds, which are used for our own battery
manufacturing or sold externally for revenue generation. In addition, we channel the collected
metal materials for third-party recycling, enabling the effective circular utilization of key metal
resources required for battery production. Our Company is continuously expanding recycling
channels globally, utilizing advanced technologies to recycle used lithium-ion batteries and
production waste, on one hand, to reduce the impact of raw material shortages or supply
fluctuations on our production, on the other hand, to ensure a green and low-carbon supply
chain, helping us to achieve our zero-carbon goals.
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In addition to recycling waste generated during the battery manufacturing process, we
also collect used batteries from recycling sites and partners. We collaborate with customers to
create a closed-loop ecosystem of “battery production - usage - cascade utilization - recycling
and resource regeneration.” We have established recycling bases globally and formed an
extensive, large-scale recycling network to collect retired batteries from recycling outlets and
partners. As of December 31, 2024, we had an annual waste battery processing capacity of
270,000 tons, with a nickel, cobalt, and manganese recovery rate of up to 99.6%, and with a
lithium recovery rate of up to 93.8%. In 2024, we recycled approximately 128,700 tons of
lithium-ion batteries and related waste materials, from which we regenerated approximately
17,100 tons of lithium compounds. After recovering metal resources from used batteries and
production waste, the remaining valuable materials can be sold externally for revenue
generation. Other solid waste is collected and classified, then entrusted to third parties for safe
disposal or comprehensive utilization. Hazardous waste is handled by qualified disposal units
for safe treatment or recycling.
Battery Mineral Resources
To further secure the supply of key upstream resources and materials required for battery
production, we participate in the investment, construction, and operation of battery mineral
resources through various means, including self-construction, equity investment, and joint
ventures. We have several lithium projects, including Yichun project (Jiangxi) and Snowway
Project (Sichuan). We also have a nickel project in Buli, Indonesia, and phosphorus projects
in Jiangjiadun, Hubei, and Daping, Guizhou. In addition to processing these minerals in-house,
we also collaborate with third party mineral smelting companies or battery material
manufacturers. We sell a portion of our mineral resources externally, allowing our partners to
further process them into the lithium-ion battery materials we require. During the Track Record
Period, the carrying amount of the assets in relation to mineral resources accounted for a small
proportion of the total assets of our Group.
The following table sets forth the revenue breakdown by product type for the years
indicated:
For the year ended December 31,
2022 2023 2024
RMB’000 % RMB’000 % RMB’000 %
EV batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118236,593,497 72.0 285,252,917 71.2 253,041,337 69.9
ESS batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,980,277 13.7 59,900,522 14.9 57,290,460 15.8
Battery materials and
recycling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,031,514 7.9 33,602,284 8.4 28,699,935 7.9
Battery mineral resources /H1118/H11184,508,633 1.4 7,734,151 1.9 5,493,003 1.5
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,480,067 5.0 14,427,171 3.6 17,487,819 4.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118328,593,988 100.0 400,917,045 100.0 362,012,554 100.0
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RESEARCH AND DEVELOPMENT
R&D Investment
We continue to invest substantial capital in R&D and innovation. In 2022, 2023 and 2024,
our R&D expenses were RMB15.5 billion, RMB18.4 billion and RMB18.6 billion,
respectively.
R&D Institution and Team
We have established R&D centers in Ningde (Fujian), Liyang (Jiangsu), Shanghai, Hong
Kong, Xiamen (Fujian), and Germany, etc. In addition, we have set up research institutions,
such as the 21C Lab, that is dedicated to cutting-edge new energy technologies. These
institutions provide strong organizational support for our continuous innovation. As of
December 31, 2024, we had more than 20,000 R&D personnel, including over 570 with a
doctoral degree and approximately 5,100 with a master’s degree.
R&D System
Based on our understanding of research methodologies and scientific theories including
molecular dynamics, electrochemical phase-field methods, and phase diagram theory, and
leveraging our extensive experience and technological expertise in the lithium-ion battery
industry, we have established a unique R&D and innovation system founded upon first
principle thinking. We have established a fully integrated in-house R&D capability spanning
from materials, cells, modules, and systems to downstream applications. It covers the entire
product life cycle, from material R&D, product R&D, process and engineering design, testing
and analysis, and intelligent manufacturing to recycling and reuse. By leveraging digital and
intelligent R&D tools, we have incorporated safety, quality, and cost control into our
management process. We have established a readiness assessment and management system for
new technologies, defining clear requirements from technological elements to platform
integration, and then to product development. This approach allows us to proactively identify
and manage risks, controlling their scope and reducing R&D costs. At the same time, it sets
clear objectives for each stage, strengthens process management, and improves project success
rates.
R&D Framework
We have established a R&D framework primarily based on in-house R&D, supplemented
by external collaborations. In terms of product development, we adopted an integrated
project-based model for our core products, overseen by a cross-functional product decision
committee. At project inception stage, we comprehensively consider various factors, including
subsequent product development, production, raw material procurement, and cost control.
Throughout the development process, we conduct timely reviews of potential risks and issues.
Further, at critical stages like pilot production and mass production, the product decision
committee assesses risks and makes informed decisions.
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Our independently developed intelligent platforms include a material high-throughput
computing platform, a smart cell design platform, and a smart process design platform.
In addition, we collaborate with renowned universities and research institutes on joint
research and talent development, which has deepened our insights into industry trends and
emerging technologies and introduced us new technologies and resources. As a result, our
innovation capabilities combine internal and external expertise. We have collaborated with
nearly 140 universities and scientific research institutes including Shanghai Jiao Tong
University, Xiamen University, Tsinghua University, Huazhong University of Science and
Technology, Fudan University, China University of Geosciences, and South China University
of Technology. We work on collaborative projects on scientific and technological researches
and breakthroughs, with nearly 400 joint projects. We have also set up our post-doctoral center
to jointly develop talents in battery raw materials and intelligent manufacturing with
well-known universities. Meanwhile, we have established joint industry-university-research
innovation platforms with several universities to explore innovative solutions across the entire
battery life cycle, including development, manufacturing, and recycling. Together, we are
building a sustainable ecosystem for industry development.
INTELLECTUAL PROPERTY
We actively engage in external collaborations on intellectual property. We are a member
of WIPO GREEN, an initiative of the World Intellectual Property Organization, and contribute
to the application of green energy technologies globally. We leverage our technological
capabilities and intellectual property advantages to facilitate the development of the entire
industry chain.
As of December 31, 2024, we owned 16,145 registered patents, along with 27,209 patents
under application worldwide. Our patents and patent applications encompass various areas,
including materials, cells, modules, battery packs, ESS, etc. As of December 31, 2024, we had
over 700 software copyrights and over 1,600 registered trademarks. For the management of
intellectual property rights in our overseas operations, we have formulated a “Global Patent
Guideline” and established an overseas patent portfolio assessment model to protect our
innovations and core products. For details about our IP portfolio, see “Appendix VI —
Statutory and General Information — 2. Further Information About Our Business — B.
Intellectual Property Rights.”
In addition to relying on intellectual property laws and regulations, we also protect our
intellectual property through a series of measures, including signing confidentiality agreements
and contractual arrangements with employees, suppliers, customers, and other parties. When
encountering infringement, we conduct relevant investigations, obtain proper evidence, take
appropriate action such as warnings and legal proceedings, to safeguard our legal rights and
interests.
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During the Track Record Period and and up until the Latest Practicable Date, we were not
involved in any legal proceedings in relation to infringement of any intellectual property rights
which would have any material adverse impacts on our business, financial condition, and
results of operations. See also “Risk Factors — Risks Relating to Our Industry and Business
— Our success depends on our ability to protect our intellectual property rights. Intellectual
property infringement by and disputes with third parties may adversely affect our business,
financial condition and results of operations.”
PRODUCTION
Production Framework
We take customer orders and market conditions into consideration for our production
planning. The sales department consolidates information from customer orders, such as the
delivery requirements and deadlines. Production plans are then determined based on the
production capacity of corresponding manufacturing bases and supply chain situation.
We leverage intelligent and digital methods to enhance production efficiency. By
introducing technologies such as machine vision inspection, digital twin simulation, 5G+, and
3D printing, we are driving intelligent manufacturing. This has enabled us to build a production
system with multi-dimensional advantages, including production flexibility and efficiency,
product quality and consistency, and optimized energy consumption levels.
Manufacturing Process
Our manufacturing process primarily includes the manufacturing of battery cells,
modules, packs and battery materials.
The complete manufacturing cycle from battery cells, modules, and to packs varies
depending on factors such as product types and order volumes, while the cycle from receiving
customer orders to product delivery is generally between one to three months.
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Cell: The manufacturing process of battery cells is complex and requires strict conditions,
including cleanliness and humidity control. The following diagram and description illustrate
the major manufacturing steps of our cells.
Insulation film
wrapping
Connection
welding X-ray test
Hot pressing
and insulation
test
Winding
Mixing Coating Cold pressing Tab Forming Slitting
Jellyroll loading
-in can
Top cap
welding Leakage test Vacuum baking Electrolyte
injection
Sealing pin
welding
Second
electrolyte
injection
Degassing Formation Standing
Standing
Open circuit
voltage and
resistance test
Self discharge
test Grading
Packing and
visual
inspection
In a strictly controlled manufacturing environment with regulated dust and humidity
levels, incoming materials are tested, which will be mixed into slurry according to the specified
ratios after passing the test. The cathode is coated onto aluminum foil while the anode is coated
onto copper foil to make electrode plates. The electrode plates will then undergo cold pressing,
slitting and tab forming. The positive and negative electrodes are separated by a separator
membrane and wound into cores of specific sizes and shapes, and then undergo hot pressing,
resistance testing, and X-ray test. Soft connection pieces are welded, with insulation film
wrapped around the jelly roll. The jelly roll is then inserted into a metal casing, with the top
cap welded for leakage testing and vacuum baking. After passing these tests, electrolyte
injection and standing processes are carried out, followed by formation, degassing, and sealing
pin welding. The batteries will then undergo consistency tests including open circuit voltage,
internal resistance, and self-discharge tests, and graded by capacity and packaged for storage.
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Modules: A module is composed of multiple battery cells connected in series or parallel,
with the number of cells determined by the energy and voltage requirements of the battery. The
following diagram and description illustrate the major manufacturing steps of our modules.
Module cover
installation and
assembly
Module final
test
Connecting piece
welding Glue curing
Base plate
bonding and
assembly
Component
cleaning
Component
glue coating
Component
assembly
Side plate
welding
Insulation
internal
resistance test
Warehousing
Cells, side plates, and end plates for each module are first paired and cleaned, with glue
applied to the cells, side plates and end plates for bonding and the cells enclosed by the side
plates and end plates for assembly. Next, side plates are welded and tested for insulation
resistance, with the bottom plates bonded and assembled, waiting for the glue to cure before
the connecting pieces are welded for module testing. After passing the test, the top cover is
assembled and the module is put in storage.
Packs: A pack typically includes a module, battery management system, connectors, and
cooling system. The following diagram and description illustrate the major manufacturing
steps of our packs.
Air-tightness test Electrical
performance test Pack final test Packing and
warehousing
Upper cover sealing
and assembly
Insulation and heat
insulation safety
components
assembly
High and low
voltage wiring
harness connection
assembly
Battery management
system assembly
Box cleaning Connector assembly
Thermal
management system
assembly
Module assembly
The box is cleaned, and the required connector harnesses and thermal management system
are pre-assembled into the box. The battery modules and battery management system are then
separately assembled into the box. The battery modules are then connected one by one using
high and low voltage wire harnesses, with safety insulation and thermal components installed,
and the boxes sealed by covering them with upper covers to form the battery pack.
Air-tightness tests, electrical performance tests, appearance tests are then performed, with the
battery packs put in storage after passing those tests.
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Battery Materials and Recycling: We use battery recycling technology to produce
lithium-ion battery materials. The main products are precursors, and the production process is
divided into three stages: the pretreatment of waste and used batteries, the hydrometallurgical
treatment process, and the precursor synthesis process. The following diagram and description
illustrate the major manufacturing steps of lithium-ion battery materials.
Hydrometallurgical treatment process
Crystallization Solvent extraction Chemical purification Leaching
Waste and
used batteries Discharge Heat treatment Crushing Sorting
Solution
preparation
Co-precipitation
reaction
Washing and
filtration Drying Magnetic
impurities removal
Waste and used batteries
pretreatment process
Precursor synthesis process
 Waste and used batteries pretreatment process: Discharge the remaining power in the
waste batteries to ensure the safety of subsequent processing; neutralize hazardous
substances in waste batteries through gradient high-temperature treatment; then
separate the positive and negative electrode active powders, negative electrode
current collectors, positive electrode current collectors, and positive electrode shells
using a crushing and sorting system.
 Hydrometallurgical treatment process: Dissolve cobalt, nickel, and manganese
compounds from the positive electrode active powders obtained in the pre-treatment
process using acid; and remove impurity elements such as iron, calcium,
magnesium, copper, and aluminum from the solution while performing necessary
separation and purification of nickel, cobalt, and manganese.
 Precursor synthesis process: Based on the previous process, the production
department formulates solutions according to process requirements, and produces
ternary precursor products through reactions, filtration, washing, drying, and
impurity separation.
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Manufacturing Bases
We possess the world’s largest lithium-ion battery production capacity and an industry-
leading global presence. As of December 31, 2024, we had 13 major battery manufacturing
bases around the globe, including 11 major domestic manufacturing bases located in Ningde
(Fujian), Xining (Qinghai), Liyang (Jiangsu), Yibin (Sichuan), Zhaoqing (Guangdong),
Shanghai, Xiamen (Fujian), Yichun (Jiangxi), Guiyang (Guizhou), Jining (Shandong), and
Luoyang (Henan), and two overseas manufacturing bases — the Thuringia factory in Germany
and the Debrecen factory in Hungary. The following table sets forth the production capacity
and capacity utilization rate of our production facilities and other related metrics during the
periods indicated.
For the Y ear Ended December 31,
Metrics 2022 2023 2024
Production volume (GWh) 325 389 516
Production capacity (GWh) 390 552 676
Capacity utilization rate (%) 83.4 70.5 76.3
Note: Currently, the majority of our production capacity is enabled domestically, while our overseas
production capacity remains relatively small and is still in the ramp-up phase of mass production.
During the Track Record Period, the vast majority of our production volume was from our domestic
manufacturing bases.
The essential information of our 13 major manufacturing bases is set forth below:
Location of manufacturing bases Site area (m 2) Products
Land/
Property right
Ningde (Fujian) 5,319,449 EV batteries and
ESS batteries
self-owned
Xining (Qinghai) 360,000 ESS batteries self-owned
Liyang (Jiangsu) 2,226,010 EV batteries and
ESS batteries
self-owned
Yibin (Sichuan) 3,479,742 EV batteries and
ESS batteries
self-owned
Zhaoqing (Guangdong) 707,671 EV batteries and
ESS batteries
self-owned
Shanghai 307,181 EV batteries and
ESS batteries
self-owned,
leased
Xiamen (Fujian) 2,275,704 EV batteries and
ESS batteries
self-owned
Yichun (Jiangxi) 1,119,005 EV batteries and
ESS batteries
self-owned
Guiyang (Guizhou) 702,346 EV batteries self-owned
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Location of manufacturing bases Site area (m 2) Products
Land/
Property right
Jining (Shandong) 785,980 EV batteries and
ESS batteries
self-owned
Luoyang (Henan) 316,498 EV batteries self-owned
Thuringia (Germany) 529,910 EV batteries and
ESS batteries
self-owned
Debrecen (Hungary) 1,050,441 EV batteries and
ESS batteries
self-owned
Note:
(1) The statistical scope for the site area is based on the land certificate obtained as of December 31, 2024.
Since our manufacturing base in Shanghai includes both self-owned and leased buildings, the reported
area consists of land certificate area for self-owned and gross floor area for leased building.
As of December 31, 2024, three of our factories had been recognized by the World
Economic Forum as the only Lighthouse Factories in the global lithium-ion battery industry.
Meanwhile, three of our factories have received the “Industrie 4.0 Award” from ROI-EFESO
Management Consulting, making us the only company in the global lithium-ion battery
industry to receive this prestigious award.
QUALITY CONTROL
We are always highly committed to product quality and safety, considering them vital to
our operation. We have established a strict quality management and risk control system that
spans across the entire life cycle of product design, procurement, production, sales, usage, and
maintenance. Through digital intelligence, such as mechanism simulation and failure analysis,
we ensure high standards, comprehensive, and end-to-end product quality and safety.
We have formed a Product Quality and Safety Committee responsible for formulating
policies, strategies and objectives, providing top-level guidance for quality and safety of our
company. The Quality Department oversees the setup and maintenance of the quality
management system, and supervises its effective implementation. During product
development, the Quality Department sets up and enforces product testing and validation
standards. It is also responsible for controlling product quality throughout the manufacturing
process. We have designed our organizational structure for reliability of quality based on three
pillars: system construction, management, and technology development. We have innovated
management framework for reliability of safety. By integrating reliability and safety into
quality management across technology, management and system dimensions, we have built a
unique safety and reliability management system based on mechanism research, system safety
technology, system reliability analysis technology, and model quantification technology,
covering markets, R&D, engineering, supply chain, and operations.
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Our quality management system covers all global production bases, ensuring consistency
of management standards for product quality. Upon such practice, we can ensure our products
constantly meet high quality standards and safety requirements. Leveraging digital
intelligence, we manage quality across the entire product life cycle. We have multiple digital
systems, including Quality Competitiveness Management Platform, Quality Activity
Traceability System, Supply Chain Quality Digitalization System and Reliability Data Center.
These can enable us to establish a quality control network which can preemptively identify,
prevent and improve product quality. The network provides real-time monitoring and alerting,
ensuring robust product quality. As of the Latest Practicable Date, we have set over 7,000
quality control points at critical production stages.
As a manufacturer of EV batteries and ESS batteries, we comply with the Product Quality
Law (), and the production of our primary products must adhere to relevant
national and industry standards, such as GB 38031-2020 Electric Vehicles Traction Battery
Safety Requirements (Ӌ), among others. We strictly
comply with the Product Quality Law () and relevant standards to ensure the
compliance and safety of our products during the production, sales, and usage processes.
We have also established a comprehensive product recall management mechanism, with
internal protocols to govern the recall process. From the beginning of the Track Record Period
to the Latest Practicable Date, there have been no incidents of penalties by regulatory
authorities for violation of applicable laws and regulation of product or service quality.
RA W MATERIALS AND SUPPLIERS
Our Suppliers
The raw materials that we purchase from our suppliers mainly include cathode, anode,
separator and electrolyte. Other materials include copper and aluminum foil, structural parts
and electronic parts, among others. Further, cathode includes LFP or ternary material, which
involves metals such as lithium, nickel and cobalt as raw materials. Anode are primarily
graphite. Cathode materials, anode materials, separators, electrolytes, and copper and
aluminum foil are primarily used for cell production. After being connected in series and
parallel, the cells are further assembled with structural parts, electronic parts, and other raw
materials to manufacture battery modules and packs.
In 2022, 2023 and 2024, our direct material costs were RMB226.7 billion, RMB255.7
billion and RMB202.7 billion, respectively, accounting for 83.8%, 78.9% and 74.1% of cost of
sales in the same period, respectively. According to the GGII Report, the four main materials
of lithium-ion batteries, i.e. cathode materials, anode materials, separator and electrolyte,
account for more than 60% of the direct material cost.
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During the Track Record Period, our purchases from the five largest suppliers in each year
accounted for 21.3%, 20.3% and 16.3% of our total purchases in the respective year; and
purchases from our largest supplier in each year accounted for 5.4%, 5.3% and 6.0% of our
total purchases in the respective year. During the Track Record Period, we maintained stable
business relationships with our five largest suppliers in each year.
The following table sets forth the details of our five largest suppliers for each year during
the Track Record Period.
Supplier Background
Procurement
amount
Percentage
of total
procurement
Registered
address of
headquarters
Scale of operations
(registered capital)
Listing
status
Products
sold to us
(RMB million) (%)
For the year ended December 31, 2022
Supplier A /H1118/H1118/H1118A group company in
high-tech battery
materials industry
18,938.6 5.4 China RMB484,223,588 Not listed Cathode
material
Supplier B /H1118/H1118/H1118A lithium-ion battery
cathode material
supplier, specializing
in the research,
development,
production, and sales
of lithium-ion battery
cathode materials
16,212.8 4.6 China RMB757,253,070 Listed Cathode
material
Supplier C /H1118/H1118/H1118A company engaged in
mining, beneficiation,
smelting, chemical
processing and deep
processing
15,590.6 4.4 China RMB22,946,544,651 Not listed Cathode
material,
nickel, cobalt,
etc.
Supplier D /H1118/H1118/H1118A company focusing on
the production of
lithium-ion battery
materials, fine
chemicals and
specialty chemicals
12,726.8 3.6 China RMB1,918,823,609 Listed Electrolyte
Supplier E /H1118/H1118/H1118A company dedicated to
the research,
development,
production and sales
of core materials for
lithium-ion batteries
11,199.9 3.2 China RMB279,242,297 Listed Cathode
material
Total /H1118/H1118/H1118/H1118/H1118 74,668.8 21.3
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Supplier Background
Procurement
amount
Percentage
of total
procurement
Registered
address of
headquarters
Scale of operations
(registered capital)
Listing
status
Products
sold to us
(RMB million) (%)
For the year ended December 31, 2023
Supplier B /H1118/H1118/H1118A lithium-ion battery
cathode material
supplier, specializing
in the research,
development,
production, and sales
of lithium-ion battery
cathode materials
15,844.6 5.3 China RMB757,253,070 Listed Cathode
material
Supplier A /H1118/H1118/H1118A group company in
high-tech battery
materials industry
14,174.7 4.7 China RMB484,223,588 Not listed Cathode
material
Supplier C /H1118/H1118/H1118A company engaged in
mining, beneficiation,
smelting, chemical
processing and deep
processing
11,044.0 3.7 China RMB22,946,544,651 Not listed Cathode
material,
nickel, cobalt,
etc.
Supplier F /H1118/H1118/H1118A company focusing on
lithium-ion battery
materials, covering
cobalt and nickel
mining, nonferrous
metallurgy and battery
materials
10,952.3 3.7 China RMB70,092,040 Not listed Cathode
materials,
nickel, cobalt,
etc.
Supplier E /H1118/H1118/H1118A company dedicated to
the research,
development,
production and sales
of core materials for
lithium-ion batteries
8,806.1 2.9 China RMB279,242,297 Listed Cathode
material
Total /H1118/H1118/H1118/H1118/H1118 60,821.8 20.3
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Supplier Background
Procurement
amount
Percentage
of total
procurement
Registered
address of
headquarters
Scale of operations
(registered capital)
Listing
status
Products
sold to us
(RMB million) (%)
For the year ended December 31, 2024
Supplier C /H1118/H1118/H1118A company engaged in
mining, beneficiation,
smelting, chemical
processing and deep
processing
16,264.2 6.0 China RMB22,946,544,651 Not listed Cathode
material,
nickel, cobalt,
etc.
Supplier B /H1118/H1118/H1118A lithium-ion battery
cathode material
supplier, specializing
in the research,
development,
production, and sales
of lithium-ion battery
cathode materials
9,058.7 3.3 China RMB757,253,070 Listed Cathode
material
Supplier A /H1118/H1118/H1118A group company in
high-tech battery
materials industry
8,219.0 3.0 China RMB484,223,588 Not listed Cathode
material
Supplier G /H1118/H1118/H1118A company engaged in
nonferrous metal
mining and processing
5,781.2 2.1 China RMB4,319,848,117 Listed Nickel, cobalt,
etc.
Supplier D /H1118/H1118/H1118A company focusing on
the production of
lithium-ion battery
materials, fine
chemicals and
specialty chemicals
5,019.1 1.9 China RMB1,918,823,609 Listed Electrolyte
Total /H1118/H1118/H1118/H1118/H1118 44,342.1 16.3
To the best knowledge of our Directors, none of our Directors, their respective associates
or any Shareholder who owns more than 5% of the issued share capital of our Company
immediately following the completion of the Global Offering had any interest in our five
largest suppliers in each year during the Track Record Period.
Supply Chain Management
We have been striving to build a resilient supply chain adaptable to efficiency,
technological innovation, continuous cost reduction and green low-carbon practices. We
established a supplier management system covering supplier qualification, tiered management,
performance evaluation and exit procedures. We introduced a “Supplier Code of Conduct” that
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encompasses best practices related to labor, health and safety, environment, compliance
management systems and business ethics. We shortlisted a panel of suppliers and have
established long-term stable partnerships with key suppliers.
To mitigate risks related to raw material prices and supply, we have established a
monitoring system to promptly track supply and demand as well as price changes of key raw
materials. We secure material supply and optimize procurement costs through approaches such
as procurement in advance, while further maintaining supply chain safety and stability through
self-operated mining and production of raw materials, investment partnerships, and signing
long-term procurement agreements. Specifically, (i) we have expanded upstream to secure
critical mineral resources, ensuring the stable supply of raw materials from the source; (ii) we
have developed in-house production capabilities for certain key raw materials and enhance the
autonomy and control of our supply chain by combining in-house production and external
procurement; (iii) We have further deepened cooperation by investing in high-quality suppliers
within the industry chain or establishing joint ventures with them, ensuring supply chain
security and helping stabilize the procurement costs of key raw materials; and (iv) we have also
entered into long-term procurement agreements, strategic cooperation agreements, or other
long-term cooperation agreements with certain suppliers based on business needs, typically for
a period of three to ten years, to foster more comprehensive and in-depth collaboration.
Procurement Agreements
Generally, our procurement is conducted through a bidding process. We enter into
framework procurement agreements with our suppliers, stipulating general terms of
cooperation, and execute raw material procurement through specific orders based on these
agreements. The key terms in our framework procurement agreements and orders with
suppliers typically include:
 Material . We shall list out the type, specifications, and quantity of required
materials.
 Price . Depending on the type of materials and suppliers involved, prices can either
follow the procurement agreement or be determined/adjusted according to the latest
market prices at the time of order.
 Inspection and returns . Product inspection shall be carried out within the specified
period upon delivery. We have the right to return defective materials that fail to meet
agreed quality standards, and the supplier shall provide remedies, including returns
and/or exchanges.
 Credit terms and payment . Credit terms and payment methods shall be outlined in
the purchase orders. We are granted certain credit terms, which is normally 90 days,
by our major suppliers.
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 Confidentiality and anti-corruption . We typically include confidentiality and
anti-corruption provisions in our agreements, with confidentiality obligations
potentially extending beyond agreement expiration.
 Renewal and termination clauses . The framework procurement agreement typically
terminates upon the expiration of the agreed term and may also be terminated early
under specified conditions.
 Others . Other terms such as delivery methods and date.
Due to factors such as fluctuations in material prices, changes in market supply and
demand dynamics, and technological advancements, our procurement prices and quantities
may vary. For details, see “Risk Factors — Price fluctuation and inadequate supply of materials
and equipment for our production could adversely affect our business, financial condition and
results of operations.”
MARKETING, SALES AND CUSTOMERS
Our Customers
During the Track Record Period, we generated revenue primarily from sales of EV
batteries and ESS batteries, and battery materials sales and recycling. Our EV battery
customers primarily consist of domestic and international automotive OEMs. Our ESS battery
customers and partners mainly comprise ESS integrators and ESS project developers and
operators. The primary customers for our battery materials and recycling segment and battery
mineral resources segment are mainly lithium-ion battery material manufacturers.
In 2022, 2023 and 2024, our revenue from the five largest customers in each year
accounted for 35.3%, 36.8% and 37.0% of our total revenue in the year, respectively; and
revenue from our largest customer in each year accounted for 11.6%, 12.5% and 15.0% of our
total revenue in the year, respectively. During the Track Record Period, we maintained stable
business relationships with our five largest customers in each year.
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The following table sets forth the details of our five largest customers for each year
during the Track Record Period.
Customer Background Revenue
Percentage of
total revenue
Location of
headquarters
Scale of operations
(registered capital)
Listing
status
Major products
purchased
from us
(RMB million) (%)
For the year ended December 31, 2022
Customer A /H1118/H1118An automotive and clean
energy company that
engages in businesses
related to electric
vehicles, and energy
storage systems
38,069.5 11.6 Overseas N/A Listed EV battery,
ESS battery
Customer B /H1118/H1118A group whose
businesses span the
automotive industry
and its supply chain,
as well as intelligent
electric mobility and
energy services
26,511.7 8.1 China RMB1,030,000,000 Not listed EV battery
Customer C /H1118/H1118A company whose
business primarily
covers vehicles,
components, mobility
services, and
innovative technology,
etc.
25,525.8 7.8 China RMB11,575,299,445 Listed EV battery
Customer D /H1118/H1118A multinational
automotive company
that engages in the
design, manufacturing,
and sales of
automobiles
13,882.5 4.2 Overseas N/A Listed EV battery
Customer E /H1118/H1118A multinational
automobile
manufacturer
specializing in
designing and
developing electric
vehicles
12,087.2 3.7 China RMB8,257,456,609 Listed EV battery
Total /H1118/H1118/H1118/H1118/H1118 116,076.7 35.3
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Customer Background Revenue
Percentage of
total revenue
Location of
headquarters
Scale of operations
(registered capital)
Listing
status
Major products
purchased
from us
(RMB million) (%)
For the year ended December 31, 2023
Customer A /H1118/H1118An automotive and clean
energy company that
engages in businesses
related to electric
vehicles, and energy
storage systems
50,116.5 12.5 Overseas N/A Listed EV battery,
ESS battery
Customer B /H1118/H1118A group whose
businesses span the
automotive industry
and its supply chain,
as well as intelligent
electric mobility and
energy services
32,350.9 8.1 China RMB1,030,000,000 Not listed EV battery
Customer C /H1118/H1118A company whose
business primarily
covers vehicles,
components, mobility
services, and
innovative technology,
etc.
26,191.2 6.5 China RMB11,575,299,445 Listed EV battery
Customer D /H1118/H1118A multinational
automotive company
that engages in the
design, manufacturing,
and sales of
automobiles
24,657.4 6.2 Overseas N/A Listed EV battery
Customer F /H1118/H1118A company that engages
in the design,
development, and
manufacturing of new
energy vehicles
14,143.0 3.5 China N/A Listed EV battery
Total /H1118/H1118/H1118/H1118/H1118 147,459.0 36.8
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Customer Background Revenue
Percentage of
total revenue
Location of
headquarters
Scale of operations
(registered capital)
Listing
status
Major products
purchased
from us
(RMB million) (%)
For the year ended December 31, 2024
Customer A /H1118/H1118An automotive and clean
energy company that
engages in businesses
related to electric
vehicles, and energy
storage systems
54,173.4 15.0 Overseas N/A Listed EV battery,
ESS battery
Customer B /H1118/H1118A group whose
businesses span the
automotive industry
and its supply chain,
as well as intelligent
electric mobility and
energy services
27,868.9 7.7 China RMB1,030,000,000 Not listed EV battery
Customer H /H1118/H1118A company that mainly
engages in the
manufacturing and
sales of PV , CV and
engines, etc.
22,441.1 6.2 Overseas N/A Listed EV battery
Customer G /H1118/H1118A company that engages
in the design,
development, and
manufacturing of
vehicles and
motorcycles
17,447.8 4.8 Overseas N/A Listed EV battery
Customer I /H1118/H1118A technology-driven
manufacturing
company, with new
energy vehicles as its
core business
12,133.1 3.4 China RMB1,497,124,564 Listed EV battery
Total /H1118/H1118/H1118/H1118/H1118 134,064.2 37.0
To the best knowledge of our Directors, none of our Directors, their respective associates
or any Shareholder who owns more than 5% of the issued share capital of our Company
immediately following the completion of the Global Offering had any interest in our five
largest customers in each year during the Track Record Period.
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Sales and Marketing
Guided by our “customer-centric” approach, we are committed to continuously satisfying
market demand across various sectors to strengthen our market position and expand our
customer base.
We prioritize customer needs by providing customized products to them, i.e. collaborating
closely with them from the early stages of product development through technical exchanges
and solution alignment. After thorough testing and validation, both parties then establish
supply relationships and determine the specifications on product types, models, and pricing
terms, etc. After that, both parties will maintain collaboration for a period of time for the
corresponding products. Our sales department is in charge of executing the contracts based on
specific customer requirements and our internal processes, and delivering the corresponding
products and after-sales service.
We emphasize on brand value and continuously enhance our brand management efforts.
To cater to different application scenarios, we have introduced multiple brand series of
products and services, including “Qilin,” “Shenxing,” “Freevoy,” “Tianxing,” “TENER,”
“Bedrock,” and “NING Service.” Additionally, we implement targeted marketing activities to
better respond to customer needs, enhance brand recognition, and further elevate our corporate
brand image.
Sales Agreements
We generally enter into framework sales agreements with major customers, pursuant to
which customers will subsequently place specific purchase orders with us. Our framework
sales agreements typically contain the following key terms:
 Specification . We usually set relevant technical parameters agreed with our
customers in sales agreements or supplementary technology agreement. These
parameters specify major technological characteristics of the products and services
to be delivered.
 Price . We specify the unit price and/or total price of each product and service
provided to the customer in the framework sales agreement. We will also negotiate
with customers to determine a price adjustment mechanism based on factors such as
different product types, business models, cooperation cycles, and fluctuations in raw
material prices. Our price adjustment mechanism with customers is linked to the
market prices of major metals or commodities such as lithium carbonate. When
transacting with customers, we typically negotiate initial pricing based on the
material prices at the time (benchmark price) and other factors, and agree that both
parties will make adjustments for product pricing accordingly based on the change
in the average market price of materials compared to the benchmark price during a
certain period before delivery, as well as the actual purchase volume.
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 Payment and delivery. We assess applicable payment terms based on our customers’
credit status and historical performance. We generally grant a credit period within
60 days to our major customers. In addition, we have a systematic credit control
mechanism that enables us to proactively identify and mitigate risks related to
accounts receivable during contract fulfillment. We assume the costs and risks
associated with contract performance in accordance with the applicable laws
governing the relevant transactions and the trade terms agreed upon with our
customers. Furthermore, depending on the product type and business model, we
specify corresponding order delivery mechanisms or delivery cycles in our
framework sales agreements.
 Term and termination. The term of the agreement generally ranges from one to
several years and may vary on a case-by-case basis. The renewal of framework
agreements is dependent on the outcomes of our negotiations with different
customers.
Pricing
We price our products based on various factors, including costs of the materials,
production costs, order volumes, delivery requirements, warranty services, market conditions,
payment methods and specifications of products required by customers. We closely monitor
fluctuations in prices of main materials and related raw materials, and actively work to reduce
procurement and production costs, and reassess product pricing levels when necessary. Our
framework sales agreements or supplementary agreements include price adjustment
mechanisms, providing us flexibility to adjust product pricing when supply-demand dynamics
or commercial conditions change.
After-Sales Service
We have consistently put great emphasis on after-sales service, delivering comprehensive,
quality, and timely services to both customers and end-users through our global service station
network. As of December 31, 2024, we had set up over 770 after-sales service stations across
64 countries and regions, including 169 overseas service stations. In addition, we are
committed to standardizing after-sales service quality and enhancing service sustainability in
the battery industry. We launched our own “NING Service” after-sales brand, through which
we offer support services, including but not limited to battery maintenance, testing, recycling
and reuse, insurance, and training.
We have established comprehensive response mechanisms, as well as product return and
replacement procedures. We offer warranty services for the lithium-ion batteries we sell.
Generally, we accept return of any product if it has any quality defect and is still within the
warranty period stipulated in the sales contract or production specifications. The warranty
period of the EV batteries for PV and CV we sell is primarily determined based on their service
life or driving mileage, generally ranging from 5 to 10 years or 160,000 to 1,000,000
kilometers. The warranty period of the ESS batteries we sell is determined through negotiations
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with customers and varies according to each project, generally with a range of 3 to 20 years.
In 2022, 2023 and 2024, we incurred actual warranty expenses of RMB1.4 billion, RMB0.5
billion and RMB1.2 billion, respectively, which represented a relatively low percentage of our
warranty deposits accrued in the respective year. During the Track Record Period and up to the
Latest Practicable Date, we did not receive any material customer complaints or product
returns, nor any material product returns or order cancellations due to product defects.
Our customer service and management efforts continue to receive external recognition.
We have been awarded the Five-Star (Standard), Seven-Star (Excellent), and Twelve-Star
(currently the highest industry rating in China) certifications jointly issued by the China
General Chamber of Commerce and the National Commodity After-Service Conformity
Certification Evaluation Committee.
Overlapping of Suppliers and Customers
In 2022, 2023 and 2024, our five largest suppliers in each year were also our customers
during the Track Record Period. Since we purchased direct materials for battery production
from these suppliers, including cathode materials, anode materials, separator and electrolyte,
etc., and also sold certain upstream materials to them, including lithium carbonate, lithium
hydroxide, precursors, etc., they were both our suppliers and customers. In order to secure the
supply of direct materials, we sell certain of the above-mentioned upstream materials to some
of our direct material suppliers, who then sell back to us after they have processed them into
direct materials such as cathode materials. The relevant transactions are conducted at market
prices.
Except for Supplier A and Supplier C, the revenue from any of our other five largest
suppliers in each year during the Track Record Period accounted for less than 1.0% of our total
revenue in the respective year. In 2022, 2023 and 2024, the revenue generated from Supplier
A accounted for 2.0%, 1.6% and 1.3% of our total revenue, respectively; and the revenue
generated from Supplier C accounted for 1.4%, 0.7% and 2.0% of our total revenue,
respectively. For details about our purchase amounts from these suppliers and the respective
percentage of our total purchase amounts during the Track Record Period, see “— Raw
Materials and Suppliers — Our Suppliers.”
During the Track Record Period, among the five largest customers in each year, Customer
B, Customer C, and Customer G were also our suppliers. Since they purchased EV batteries
and/or ESS batteries from us and we purchased a small number of waste batteries from them,
they were both our customers and suppliers. During the Track Record Period, the amount of our
purchases from each of these customers was immaterial for our business, accounting for less
than 0.1% of our total purchase amount in the respective year. For details about our revenue
generated from these customers and the respective percentage of our total revenue during the
Track Record Period, see “— Marketing, Sales and Customers — Our Customers.”
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W AREHOUSING, LOGISTICS AND INVENTORY MANAGEMENT
We established comprehensive systems and procedures for warehousing, logistics, and
inventory management, to standardize the entire process from receipt of materials, stock-in of
inventory, return of manufacturing materials, to finished product delivery. Meanwhile, we
regularly review and update relevant procedures, which are published through our internal
systems. We also provide staff training to ensure strict procedural compliance, including
inspection, handling and reporting of anomalies to maintain standardized operations.
For inventory management, we track our inventory’s storage locations, which helps
improve warehousing efficiency and achieve full traceability of materials. Each step from
receipt of material to finished product delivery undergoes rigorous verification. Regular cycle
counts and annual inventory stock-taking are conducted to maintain accuracy and transparency
in inventory management, ensuring stable operation of our warehousing and logistics system.
Additionally, we perform periodic analysis of slow-moving inventory and timely develop
management plans. We have also engaged competent logistics providers to ensure safe, timely,
and reliable product delivery.
PROPERTY
We own and lease certain properties primarily to be used as production facilities,
warehouses and offices. As of December 31, 2024, we did not have any assets with a carrying
amount that equaled or exceeded 15% of our consolidated total assets as of that same date.
Owned Land and Properties
As of December 31, 2024, we had rights to use 117 parcels of land in mainland China and
overseas, with a GFA of over 10,000 square meters each, and approximately 35.60 million
square meters in aggregate. As of the Latest Practicable Date, our rights to use such
construction land were lawful and valid, and there were no disputes or potential disputes over
the ownership over such land.
As of December 31, 2024, our Company and the Major Subsidiaries owned 91 properties
in mainland China, with an area of over 10,000 square meters each, and approximately 7.98
million square meters in aggregate. Among them, 87 properties have obtained property
ownership certificates and four properties have completed the completion acceptance process
and are awaiting the issuance of property ownership certificates. The properties are primarily
used for production, warehousing, R&D and office purposes. As confirmed by our PRC Legal
Advisors, our Company and the Major Subsidiaries legally and validly own the aforementioned
properties, with no existing or potential ownership disputes. As of December 31, 2024, our
Company and the Major Subsidiaries owned one property overseas with an area of over 10,000
square meters each, which have a total area of approximately 0.13 million square meters. The
above-mentioned properties are legal and valid, and there are no disputes or potential disputes
over the ownership.
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Leased Properties
As of December 31, 2024, our Company and the Major Subsidiaries had 17 leased
properties in mainland China in relation to our business operations, with a GFA of over 10,000
square meters each, and approximately 0.47 million square meters in aggregate, primarily for
the warehousing purpose. As of December 31, 2024, our Company and the Major Subsidiaries
owned two leased properties overseas with a GFA of over 10,000 square meters each, which
are related to our business operations, totaling approximately 0.12 million square meters.
As of December 31, 2024, our Company and the Major Subsidiaries in mainland China
have not registered and filed certain property leases, and the lessees were facing the risk of
being ordered by the competent authorities to make corrections within a certain period of time,
and being subject to a fine of up to RMB10,000 per lease in the event of failure to make
corrections after within the deadline. As confirmed by our PRC Legal Advisors, as of
December 31, 2024, our Company and the Major Subsidiaries have not received any
notification from the relevant authorities ordering rectification in relation to the aforesaid lease
registration and filing issue, nor has it been penalized by any relevant authorities as a result.
Meanwhile, according to the Civil Code of the PRC and other relevant regulations, the lack of
registration and filing of lease agreements does not affect the legal effect of such lease
agreements, and the failure to register and file the aforesaid property lease agreements will not
have any material adverse impact on our production and operation.
As of December 31, 2024, we were not exposed to any circumstance where the loss of any
single owned or leased property would have material adverse impact on our production and
operations.
COMPLIANCE AND LEGAL PROCEEDINGS
During the Track Record Period and up to the Latest Practicable Date, we had complied
in all material respects with the applicable laws and regulations relating to our business
operations. However, we may from time to time become a party to various legal, arbitration or
administrative proceedings arising in the ordinary course of business. For details, see “Risk
Factors — Risks Relating to our Operations — Any litigation, legal and contractual disputes,
claims or administrative proceedings against us could be costly and time-consuming to defend
or settle, and could adversely affect our reputation.” During the Track Record Period and as of
the Latest Practicable Date, there was no litigation, arbitration or administrative proceedings
pending or, to our best knowledge, threatened against our Company or any of our Directors
which could have a material and adverse effect on our financial condition or results of
operations.
We noted that the U.S. Department of Defense (“DoD”) included our Company in the list
of Chinese Military Companies on January 7, 2025. We made a public response on the same
day. We have never engaged in any military-related businesses or activities, therefore such
designation by the DoD is a mistake. It does not restrict us from conducting business with
entities other than a small number of U.S. governmental authorities, thus is expected to have
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no substantial adverse impact on our business. We are proactively engaging with DoD to
address the false designation. We cannot guarantee that such attempts will be successful or that
the relevant government agencies will not take any further actions. We may be subject to such
actions, which may have a material adverse effect on our business and results of operations.
See also “Risk Factors — Risks Relating to our Operations — Policies and regulations
affecting, among other things, international trade and investment may adversely affect our
business and results of operations.”
COMPETITION
The global lithium-ion battery industry is relatively concentrated. According to the GGII
Report, based on EV battery usage volume in 2024, the top five and top ten EV battery
companies accounted for 74.7% and 89.4% of the global market, respectively. In terms of
shipment volume, the top five and top ten energy storage battery manufacturers accounted for
73% and 96% of the global market in 2024, respectively. There is a notable overlap between
the global top ten companies in the EV battery market and those in the ESS battery market.
We continuously invest in cutting-edge technologies, optimize our product portfolio,
explore innovative applications, and drive the development of the zero-carbon ecosystem,
thereby strengthening our competitive edge in an ever-evolving market.
INFORMATION SECURITY AND PRIV ACY
We place significant emphasis on information security management, drawing on
international best practices in our operations. By establishing a high-standard data security
management system that meets regulatory standards and ensures full coverage, we have laid a
robust foundation for information security, benefitting both domestic and international
clientele. We strictly abide by the Cybersecurity Law of the People’s Republic of China ( ʕ
), Data Security Law of the People’s Republic of China ( ʕശɛ
), the Personal Information Protection Law of the People’s Republic of
China (), the General Data Protection Regulation (GDPR)
of the European Union, and other national or regional laws and regulations to conduct business.
We also established the Security and Secrecy Committee (SSC) with the subordinated Security
and Secrecy Office (SSO). The SSO carries out specific tasks across all of our departments and
manufacturing bases with support from external consulting, testing, and auditing agencies. We
have achieved the highest level of TISAX (Trusted Information Security Assessment
Exchange) certification, jointly issued by the German Association of the Automotive Industry
(VDA) and the European Network Exchange (ENX).
In the course of outbound daily operations, we may need to collect and process personal
information of our individual users, visitors, and partners, involving various scenarios
including personal information collection and use, and entrusted third-party processing. We
strictly comply with applicable laws and regulations, including the Personal Information
Protection Law of the People’s Republic of China (), the
Data Security Law of the People’s Republic of China (), the
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Cybersecurity Law of the People’s Republic of China (), the
EU GDPR, and other application laws and regulations, and enhance our data compliance
management practices. We integrate data and privacy compliance efforts within our compliance
management framework, which includes proactively following the developments and
interpretations of laws and regulations, building institutional systems, conducting compliance
risk assessments, performing compliance reviews, and providing training.
A W ARDS AND ACHIEVEMENTS
The following table sets forth some awards we received and certain achievements we
made.
Name of Award Awarding Entity Y ear
Second Prize of National Scientific
and Technological Progress
Awards /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The State Council of the People’s
Republic of China
2024, 2024*
China ESG 50 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Forbes China 2024
Industrie 4.0 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118ROI-EFESO Management
Consulting
2024
Global 500 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Fortune 2023, 2024
China’s “50 Most Innovative
Companies” /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Forbes China 2023
Global Lighthouse Factory /H1118/H1118/H1118/H1118/H1118/H1118/H1118World Economic Forum 2021, 2022,
2023
The 100 Most Influential
Companies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
TIME 2022, 2023
Global 500 — The World’s Most
Valuable and Strongest Brands /H1118/H1118/H1118
Brand Finance 2023
“China ESG Model” Enterprise /H1118/H1118/H1118/H1118China Media Group 2023
TECHNOBEST 2024 Award /H1118/H1118/H1118/H1118/H1118/H1118AUTOBEST 2023
Best Inventions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118TIME 2022
Note:
* In 2024, our Group and its subsidiaries won two 2023 Second Prizes of National Scientific and
Technological Progress.
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ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
ESG Management Framework
Our Corporate Sustainability Management Committee (“CSMC”) is headed by the Board
Secretary and comprises relevant senior management members and department heads as its
members. Under the supervision of the CSMC, we also established the Council of Corporate
Sustainability Management Committee (“CCSMC”), consisting of key members from various
business departments. The CCSMC is tasked with developing the overarching blueprint and
executing sustainability management initiatives.
In 2023, we became a member of the United Nations Global Compact (UNGC), and
committed to supporting its ten principles across four key areas encompassing human rights,
labor, environment, and anti-corruption. By taking actions to fulfill commitments and better
advance the progress of sustainable development goals, we continue to improve information
transparency, and communicate the values and principles of sustainable development to a wider
array of stakeholders.
Material ESG Topics
Material ESG topics serve as key focal points for the management of our sustainable
development. Following stakeholder engagement principles, we regularly conduct importance
assessments by consulting both internal and external stakeholders to determine our material
topic matrix. In 2024, the key material topics reviewed and confirmed by the CCSMC included
R&D innovation, talent cultivation and development, product quality and safety, climate
change response, circular economy. To systematically promote the improvement and
enhancement of these material topics, our Company has established an ESG management
indicator system based on three levels: “dimension – topic – indicator.” All indicators are
assigned to the relevant responsible departments, with ESG management specialists designated
within each department to coordinate and drive the improvement and enhancement of related
ESG indicators.
Environment
Climate change
We have positioned climate change and carbon emissions as core strategic priorities in
our sustainable development agenda, and have established a climate governance framework
based on our sustainability management system. In 2023, we officially announced our targets
to achieve carbon neutrality in our core operations by 2025 and across the value chain by 2035.
To deliver on these goals, we launched six major initiatives: Zero-Carbon Design, Zero-Carbon
Factory, Zero-Carbon Supply, Zero-Carbon Manufacturing, Zero-Carbon Power, and Circular
Ecosystem. Driven by continuous innovation, we will continue developing low-carbon
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products and technologies, systematically advancing process optimization and energy
efficiency initiatives, vigorously expanding renewable energy projects, and strategically
deploying battery recycling – all to comprehensively advance carbon neutrality across our
operations and value chain.
Furthermore, in accordance with relevant requirements, we regularly carry out
greenhouse gas emissions accounting at our operational battery production facilities, and
perform independent verification of greenhouse gas emissions, strengthening the foundation of
our carbon emissions data. Meanwhile, all of our Zero-carbon factories have all obtained PAS
2060:2014 carbon neutrality certification from SGS, a certification institution.
Total GHG Emissions from Battery Manufacturing Bases
(1)
For the year ended December 31,
Item Unit 2022 2023 2024
Total Scope I GHG
emissions (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118tCO2e 610,885.46 765,338.97 930,440.28
Total Scope II GHG
emissions (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118tCO2e 2,631,947.26 1,477,835.08 1,423,359.12
Total GHG emissions /H1118/H1118/H1118/H1118/H1118tCO2e 3,242,832.72 2,243,174.05 2,353,799.40
Notes:
(1) The total GHG emissions from the battery manufacturing bases includes GHG emissions from Scope I and
Scope II. The calculation of GHG emissions from Scope I and Scope II was made by referring to ISO
14064-1:2018 and the General Guideline of the Greenhouse Gas Emissions Accounting and Reporting for
Industrial Enterprise () (GB/T32150-2015);
(2) Scope I covers emissions from fossil energy consumption during operations, production process emissions and
fugitive emissions of the battery sector; Scope II calculates emissions of purchased electricity consumed and
steam in battery production.
Total GHG Emissions from the Group (1)
Item Unit
For the year ended
December 31, 2024
Total Scope I GHG emissions (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118tCO2e 2,401,702.32
Total Scope II GHG emissions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118tCO2e 3,550,150.78
Total Scope III GHG emissions (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118tCO2e 112,350,996.78
Total GHG emissions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118tCO2e 118,302,849.88
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Notes:
(1) In 2024, we started to measure scope of GHG emissions at the Group level, in which the scope of data statistics
was expanded from battery manufacturing bases to all companies with substantial environmental impacts
within the Group, to which companies in the battery materials and recycling and battery mineral resources
sectors were added.
(2) Emission factors for coal and LPG were derived from the 2006 IPCC Guidelines for National Greenhouse Gas
Inventories, and emission factors for acetylene were calculated using the mass balance method. GHG
emissions from other energy types were calculated with reference to the battery manufacturing bases.
(3) We selected some of the Scope III categories for accounting and disclosure based on our materiality assessment
criteria and taking into account our industry characteristics, business relationships, data availability and
disclosure costs.
Energy management
We actively advance our energy management through various measures, including
enhancing energy efficiency and implementing renewable energy solutions. In 2024, we
implemented 310 energy conservation measures company-wide, resulting in annual savings of
255 million kWh per year in electricity consumption, 7.5 million cubic meters per year in
natural gas consumption, and 375,500 tons per year in steam consumption. These energy
savings are equivalent to avoiding approximately 264,600 tons of CO
2 equivalent emissions.
In 2024, the proportion of our zero-carbon power usage in core operating segments reached
74.51%, an increase of about 9% compared to 2023.
Environmental compliance, waste and water resources management
During the Track Record Period, we strictly adhered to the relevant provisions of the
Environmental Impact Assessment Law of the PRC (), the
Regulations on the Administration Construction Project Environmental Protection (ணධͦ
ᚐ၍ଣૢԷ) and the Interim Measures for Environmental Protection Acceptance of
Completed Construction Projects () to complete the
environmental impact assessment work for construction projects. All projects that have been
put into production or operation have completed the environmental protection acceptance
procedures.
We have established internal management systems covering the entire Group to address
the discharge and disposal of wastewater, waste gas, and solid waste (including hazardous
waste) generated during production and operations, ensuring compliance with relevant laws
and regulations on pollution discharge. In addition, we have developed a self-monitoring
program for pollutants such as wastewater and waste gas, which has been implemented as
required. The monitoring results have met all relevant requirements.
Our wastewater discharges mainly consist of industrial wastewater and domestic sewage,
which are treated to meet discharge standards through on-site wastewater treatment facilities
and municipal wastewater plants. Our air emissions are treated through air pollution control
facilities to meet emission standards before discharge. For general industrial solid waste and
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hazardous waste, we engage qualified disposal agencies for harmless disposal or
comprehensive utilization, or after classification and collection, commission downstream
suppliers for harmless disposal or comprehensive utilization.
In 2024, the total generation of general industrial solid waste for our Company was 10.0
million tons, with a disposal quantity of 9.2 million tons and a total of 0.9 million tons of
general industrial solid being recycled and reused. The total generation of hazardous waste was
17.1 thousand tons, with a disposal quantity of 15.7 thousand tons and a total of 1.5 thousand
tons of hazardous waste being recycled and reused. The pollutants in wastewater included
chemical oxygen demand (COD) of 95.2 tons, ammonia nitrogen (NH
3-N) of 15.5 tons; and the
pollutants in waste gas included nitrogen oxides (NO x) of 2,841.7 tons, sulfur dioxide (SO 2)
of 12,067.1 tons, and volatile organic compounds (VOCs) of 1,094.3 tons.
For the year ended December 31,
Item Unit 2022 2023 2024
Total water intake (1) /H1118 M3 20,407,511.94 25,479,086.86 3,579,322,963.72
Disposal of general
industrial solid
waste
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118tons 90,648 81,523 9,180,825
Disposal of
Hazardous waste (2) /H1118 tons 11,297 12,311 15,659
Notes:
(1) The main reason for the increase in the data of total water intake in 2024 is that the statistical scope of
the data is further expanded compared with that in 2022 and 2023. The scope of statistics has been
expanded from battery manufacturing bases to all companies within the Group that have substantial
environmental impacts. The scope of statistics mainly includes new companies in the battery materials
and recycling and battery mineral resources sectors;
(2) The main reason for the increase in waste management data in 2024 is that the statistical scope of data
has been further expanded compared with 2022 and 2023. The statistical scope has been expanded from
battery manufacturing bases, wholly-owned subsidiaries in the field of battery materials, and key
environmental supervision units to all companies with substantial environmental impacts in the Group’s
consolidated financial statements. The expanded statistical scope mainly includes companies in the
battery materials and recycling, and battery mineral resources sectors.
Social Responsibility
Supply Chain Management
We continue to reinforce our sustainable supply chain management capabilities by
integrating sustainability into our supply chain management system. This involves actively
implementing environmental and social responsibility risk management for suppliers,
promoting carbon emission reduction throughout the supply chain, and supporting the
sustainable development transition of the industry. We incorporate ESG-related metrics,
including but not limited to low-carbon and social responsibility indicators, into supplier
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performance evaluations as additional scoring factors. We present sustainability awards
annually to recognize excellent sustainability management performance. For suppliers with
poor performance, we issue non-compliance rectification plans and oversee corrective actions.
In addition, we have leveraged digital technology to establish a supply chain compliance
traceability system with both internal and external tracking capabilities, which can
comprehensively trace and document each step of product manufacturing and supply chain
management to ensure compliance with relevant regulations and standards.
The Sustainability Transparency Audit of our CREDIT Value Chain consists of Carbon
Footprint, Recycling, Energy, Due Diligence, Innovation & Transparency, covering six
modules, i.e. sustainability governance systems, business ethics, environmental protection,
labor practices, sustainable procurement and critical minerals management. Such audit
generates a supplier sustainability risk rating based on the audit results, with recommendations
for suppliers to improve.
Occupational Health, Safety and Care
We are committed to abiding by all applicable regulatory requirements, preventing and
reducing hazards and risks that may harm the health of our employees, and ensuring the health
and safety of our employees and surrounding communities. Strictly complying with the Labor
Law of the People’s Republic of China (), the Law of the People’ s
Republic of China on Prevention and Control of Occupational Diseases (ʕശɛ͏΍ձ਷ᔖ
) and the applicable laws and regulations in overseas locations of operation, we
have continuously strengthened the occupational health protection of employees, and
systematically sorted out the occupational health management system documents. Meanwhile,
we have established management practices in areas such as recruitment and dismissal,
remuneration and promotion, working hours and leave, with reference to applicable
international standards, including the conventions of the International Labor Organization, in
order to safeguard the lawful rights and interests of our employees.
We conduct regular information sessions on occupational health and safety awareness for
employees, including equipment safety, safety regulations, construction safety, and incident
case studies. Meanwhile, through themed posters, health knowledge training, and contests, we
continue to improve safety awareness of our employees.
We strictly comply with applicable laws and regulations and are committed to lawful and
compliant employment practices. All of our full-time employees are aged 18 or above and have
entered into labor contracts with us. In line with the continued expansion of our international
business, we have been promoting the global integration of our human resources management
systems and implementing specialized overseas human resource management initiatives to
ensure compliance with local laws, regulations and cultural practices in different countries and
regions.
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We offer all employees competitive welfare and benefits, including but not limited to
social insurance, paid leave, holiday benefits and recreational activities. We actively enrich our
employees’ cultural life, place strong emphasis on both their physical and mental well-being,
remain attentive to the needs of employees facing difficulties, and strive to create a harmonious
and fulfilling working environment.
We uphold a culture of equality, diversity, innovation, and zero tolerance for
discrimination, fostering a transparent and trusting environment that values honesty and
inclusiveness.
Community Relations Management
We consistently uphold the principle of balancing enterprise growth with social
responsibility, actively engaging in various social welfare areas such as community
development, education assistance, emergency relief, environmental conservation, and cultural
and sports initiatives. Through dedicated charitable funds and donations, we diligently fulfill
our corporate citizenship obligations, jointly fostering social value.
We aim to foster a culture of active engagement in public welfare among our employees,
encouraging them to address social challenges through practical actions. Our “CATL V olunteer
Service Team” has been driving charitable and volunteer initiatives since 2017. We also partner
with non-profit organizations in our operating locations, providing donations to meet local
community needs and help address social challenges.
Corporate Governance
Anti-corruption and Anti-bribery
We maintain firm adherence to regulatory compliance, and aim to create a work
environment characterized by “compliance, integrity, and honesty.” We have established a
Code of Conduct Committee (“COC”) under the Board of Directors, which has overall
responsibility for integrity-building initiatives across all business units and subsidiaries. The
COC is responsible for formulating the company’s integrity-building policies, establishing
comprehensive rules and procedures centered on anti-corruption and business ethics,
investigating employees who violate the company’s code of conduct, and reporting directly to
the Board of Directors. We comprehensively enhance our anti-bribery management capabilities
through integrity system building, fraud risk assessment, integrity culture education, and
integrity supervision mechanisms.
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LICENSES, PERMITS AND APPROV ALS
We are subject to regular inspections, reviews and audits and are required to maintain or
renew the permits, licenses and certifications necessary for our operations. During the Track
Record Period and up to the Latest Practicable Date, we had obtained all necessary licenses,
approvals, and permits from the competent government departments and regulatory authorities
that are material for our business operations in the jurisdictions where we operate.
The following table sets forth our key licenses and permits. As of the Latest Practicable
Date, the following licenses and permits are all valid:
Holder Name of license, approval, permit
CATL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Radiation Safety License, Pollutant Discharge Permit,
Registration Receipt of Pollution Discharge from Stationary
Pollution Sources
CATL-JS /H1118/H1118/H1118/H1118/H1118/H1118/H1118Radiation Safety License, Pollutant Discharge Permit
UABC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Radiation Safety License, Pollutant Discharge Permit
CATL-SC /H1118/H1118/H1118/H1118/H1118/H1118/H1118Radiation Safety License, Pollutant Discharge Permit
CATL-FD /H1118/H1118/H1118/H1118/H1118/H1118/H1118Radiation Safety License, Pollutant Discharge Permit
CATL-RQ /H1118/H1118/H1118/H1118/H1118/H1118/H1118Radiation Safety License, Pollutant Discharge Permit
CATL-RT /H1118/H1118/H1118/H1118/H1118/H1118/H1118Radiation Safety License, Registration Receipt of Pollution
Discharge from Stationary Pollution Sources
Hunan Brunp /H1118/H1118/H1118/H1118/H1118Hazardous Chemicals Operation License, Hazardous Waste
Operation License, National Production License for Industrial
Products, Hazardous Chemicals Registration Certificate,
Pollutant Discharge Permit
Ningbo Brunp /H1118/H1118/H1118/H1118Hazardous Chemicals Registration Certificate, Hazardous
Chemicals Operation License
INSURANCE
We maintain insurance policies in accordance with relevant laws and regulations and
based on our assessment of the needs of our operations and industry practices. In accordance
with the requirements of relevant laws and regulations, we take out social insurances for our
employees working in China, including pension insurance, unemployment insurance, work-
related injury insurance, maternity insurance and medical insurance. Our current insurances
also cover, among others, property insurance, product liability insurance, environmental
pollution liability insurance, cargo transportation insurance, and D&O liability insurance. We
believe that our current insurance coverage is adequate to meet the needs of our operations and
consistent with industry practices in China. For more information, please refer to “Risk Factors
— Our insurance coverage is limited and may not cover all losses, which may increase our
operating costs.”
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EMPLOYEES
As of December 31, 2024, we had a total of 131,988 employees, most of whom were
based in China. The following table sets forth the number of our employees by function as of
the same date.
Function
Number of
employees
% of the total
employees
Production /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111896,725 73.3
Technology /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,346 15.4
Administration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,419 8.7
Sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,806 2.1
Finance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118692 0.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118131,988 100.0%
We recruit employees primarily through referrals, headhunters, online job portals and
campus job fairs. We offer new employee orientation training and regular on-the-job training
to our employees. We and employees enter into individual employment contracts covering
matters including salary, bonuses, employee benefits, confidentiality obligations, non-compete
clauses, work product and intellectual property transfer clauses and reasons for contract
termination. The remuneration packages of our employees include salary and bonuses, which
are usually determined based on their seniority, performance appraisal and term of service. We
also provide share incentives and promotion opportunities to motivate our employees.
Sharing success with employees and empowering them to grow is one of the core
elements of our corporate culture. We always strive to provide employees with comprehensive
social benefits, a safe working environment and diverse career development opportunities.
Meanwhile, we strictly abide by the laws, regulations and standards on workplace safety in
relevant countries and regions, and are committed to creating a safe and healthy working
environment for employees, and ensuring the safety and physical and mental health of
employees by implementing a highly efficient management system.
During the Track Record Period and up to the Latest Practicable Date, we had not
experienced any labor disputes or strikes that could have a material and adverse effect on our
business, financial condition or results of operations.
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RISK MANAGEMENT AND INTERNAL CONTROL
We have adopted and implemented comprehensive risk management policies, covering
risks that may arise in R&D, procurement management, production management, sales
management and new project construction. Meanwhile, we are dedicated to overseeing and
accessing the effectiveness of risk management and internal control systems to ensure that
these systems are corrected and effectively controlled during business development in a timely
manner.
In order to monitor the continuous implementation of post-listing risk management
policies and corporate governance measures, we have taken or will continue to take risk
management measures as follows:
 Our Board is responsible for monitoring our internal control system, assessing its
effectiveness and maintaining suitable and effective risk tolerance levels.
 Our audit department assists our management with developing risk management
policies and reviewing major risk management matters, providing guidance to
relevant departments on risk management measures, and overseeing the
implementation of risk management policies.
 Our financial affairs department, legal and compliance department, human resources
department and other relevant departments are responsible for implementing our risk
management policies and conducting daily risk management activities.
 When necessary, we engage external professional advisors to work with our internal
audit and legal teams to conduct regular reviews to ensure the validity of all
registrations, licenses, permits, filings and approvals.
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OUR CONNECTED PERSONS
We engage in certain transactions with the following connected persons from time to time
in our ordinary and usual course of business, which will constitute continuing connected
transactions under Chapter 14A of the Listing Rules upon the Listing:
Connected persons Connected relationships
Fujian Contemporary Nebula
Technology Energy Co., Ltd.
(“CNTE”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
As of the Latest Practicable Date, CNTE was
indirectly controlled as to over 30% by our
substantial shareholder, Mr. Huang Shilin. Therefore,
CNTE is an associate of Mr. Huang Shilin and will
become a connected person of our Company upon the
Listing.
Suzhou Contemporary Synland
Technology Co., Ltd.
(“Synland ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
As of the Latest Practicable Date, Synland was a
non-wholly owned subsidiary of our Company, which
was held by the Group as to approximately 90% and
indirectly controlled as to 10% by our executive
Director, Mr. Li Ping. Therefore, Synland is a
connected subsidiary of our Company and will
become a connected person of our Company upon the
Listing.
Ningbo Contemporary Brunp
Lygend Co., Ltd. (“ CBL”) /H1118/H1118/H1118
As of the Latest Practicable Date, CBL was a
non-wholly owned subsidiary of our Company, which
was held by the Group as to approximately 75.43%
and controlled as to approximately 12.57% by our
substantial shareholder, Xiamen Ruiting. Therefore,
CBL is a connected subsidiary of our Company and
will become a connected person of our Company
upon the Listing.
CONNECTED TRANSACTIONS
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OUR FULLY-EXEMPT CONTINUING CONNECTED TRANSACTIONS
We engage in the following transactions with our connected persons from time to time and
plan to continue these transactions after the Listing. The details of the relevant transactions are
set out below:
Nature of the
transactions Counterparty Pricing basis
Applicable
Listing Rules
Procurement of
commissioned
processing services
of energy storage
related products /H1118/H1118/H1118
CNTE Determined after arm’s
length negotiations
with reference to the
costs of providing such
services.
14A.76(1)
Sales of ESS battery
related products
and accessories /H1118/H1118/H1118
CNTE Determined after arm’s
length negotiations
with reference to the
market price.
14A.76(1)
Procurement of
domain controller-
related products
and commissioned
processing
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Synland Determined after arm’s
length negotiations
with reference to the
market price and/or the
cost of providing such
services.
14A.76(1)
Provision of
administrative,
human resources
and technical
consultation
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
CBL and its
subsidiaries
Determined after arm’s
length negotiations
with reference to the
costs of providing such
services.
14A.76(1)
As each of the above transactions is carried out on normal commercial terms and the
highest applicable percentage ratio calculated under Chapter 14A of the Listing Rules is
expected to be less than 0.1%, each of the above transactions will be fully exempt from the
reporting, annual review, announcement, circular and independent Shareholders’ approval
requirements under Chapter 14A of the Listing Rules.
CONNECTED TRANSACTIONS
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OUR PARTIALLY-EXEMPT CONTINUING CONNECTED TRANSACTION
We supply to Synland battery-related products and accessories (including but not limited
to battery cells) as it may require from time to time (the “ Products Sale Transactions to
Synland ”), and plan to continue these transactions after the Listing. The details of these
transactions are set out below:
Nature of the
transaction Counterparty
Applicable
Listing Rules Waiver sought
Proposed annual
cap for the
year ending
December 31,
2025
Sales of battery-
related
products and
accessories /H1118/H1118/H1118
Synland 14A.76(2)(a) Announcement
requirement
RMB480
million
Reasons for the Transaction
Synland is a non-wholly owned subsidiary of our Company, and is principally engaged in
the R&D, manufacturing and sales of electric chassis of CV . We are familiar with the business
requirements, quality standards and operational requirements of Synland for the relevant
products and accessories. The supply to Synland facilitates the production and sales of its
products, thereby expanding our Group’s sales scale and driving our revenue growth.
Pricing Policies
The fees to be charged by our Group for the battery-related products and accessories
supplied to Synland shall be determined through commercial negotiation between the parties
on an arm’s length basis, primarily based on prices of products of similar natures that our
Group supplies to other Independent Third Parties in the market, and taking into account
various factors including but not limited to product types, transaction volumes and production
costs.
Historical Transaction Amounts
For the years ended December 31, 2022, 2023 and 2024, the historical transaction
amounts for our supply of battery-related products and accessories to Synland were
approximately RMB5.99 million, RMB14.83 million and RMB36.67 million, respectively.
Proposed Annual Cap and Basis of Determination
For the year ending December 31, 2025, the proposed annual cap of the transaction
amount to be paid to us by Synland for its purchase of our battery-related products and
accessories is expected to be not more than RMB480 million.
CONNECTED TRANSACTIONS
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During the Track Record Period, the battery related products and accessories procured by
Synland were mainly for the R&D and testing of its new products. After several years of R&D
preparations, certain new products of Synland will commence commercialization in 2025. For
example, in March 2025, Synland released the “KunSpeed Chassis Solutions for Commercial
Vehicles” and reached strategic development collaboration with several automotive OEMs. As
a result, the historical transaction records between our Group and Synland are not considered
a meaningful reference for determining the proposed annual cap of the connected transactions
in 2025. Instead, the proposed annual cap has been determined with reference to, among others,
the following factors:
(i) the value of existing contracts and our anticipated supply of battery-related products
and accessories to Synland in 2025, driven by its business development needs; and
(ii) other factors, including but not limited to the projected unit prices of our
battery-related products and accessories, which reflect costs and expenses including
raw material costs, labor expenses, and prevailing market trends.
Listing Rules Implications
As the highest applicable percentage ratio calculated under Chapter 14A of the Listing
Rules for the year ending December 31, 2025 is expected to exceed 0.1% but less than 5%, the
Products Sale Transactions to Synland will constitute a partially-exempt continuing connected
transaction of our Company after the Listing that are subject to the reporting, annual review
and announcement requirements under Chapter 14A of the Listing Rules, but are exempt from
the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Waivers
As the Products Sale Transactions to Synland is expected to be conducted on a regular and
ongoing basis as fully disclosed in this prospectus, our Directors are of the view that
compliance with the announcement requirements under Rule 14A.35 of the Listing Rules
would be unduly burdensome and in particular would create unnecessary administrative costs
for our Company.
Accordingly, we have applied to the Stock Exchange and the Stock Exchange has granted
a waiver for us from strict compliance with the announcement requirements under Chapter 14A
of the Listing Rules in relation to the Products Sale Transactions to Synland, provided that the
aggregate transaction amount of such continuing connected transactions for the year ending
December 31, 2025 shall not exceed the proposed annual cap described above.
CONNECTED TRANSACTIONS
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Director’s Confirmation
Our Directors (including the independent non-executive Directors) are of the view that
the above Products Sale Transactions to Synland have been and will continue to be entered into
in our ordinary and usual course of business on normal commercial terms, the terms and
proposed annual cap of which are fair and reasonable and in the interests of our Company and
its Shareholders as a whole.
Confirmation from the Joint Sponsors
The Joint Sponsors have (i) reviewed the relevant documents and information provided
by the Company in connection with the aforesaid Products Sale Transactions to Synland; and
(ii) engaged in due diligence review and discussions with the management of the Company.
On the basis of the foregoing, the Joint Sponsors are of the view that the aforementioned
Products Sale Transactions to Synland (in respect of which a waiver is sought) have been
entered into in the ordinary and usual course of business on normal commercial terms or better,
the terms and proposed annual cap of which are fair and reasonable and in the interests of the
Company and its Shareholders as a whole.
CONNECTED TRANSACTIONS
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So far as our Directors are aware, immediately following completion of the Global
Offering and assuming the Offer Size Adjustment Option and the Over-allotment Option are
not exercised and no other changes are made to the issued share capital of our Company from
the Latest Practicable Date to the Listing, the following persons will have interests or short
positions (if applicable) in the Shares or underlying Shares, which would be required to be
disclosed to our Company and the Stock Exchange pursuant to the provisions in Divisions 2
and 3 of Part XV of the SFO, or be interested, directly or indirectly, in 10% or more of the
nominal value of any class of share capital carrying rights to vote in all circumstances at
Shareholders’ general meetings of our Company:
Shareholders Nature of interests Description of Shares
Number of
Shares
interested in
under the SFO
Approximate %
of the issued
Shares of our
Company as of
the Latest
Practicable Date
Immediately after the
Global Offering (1)
Approximate %
of the A Shares
of our Company
Approximate %
of the issued
Shares of our
Company
Mr. Zeng Yuqun (2) /H1118/H1118/H1118/H1118Interest in controlled
corporation
A Shares 1,024,704,949 23.27% 23.27% 22.66%
Xiamen Ruiting (2) /H1118/H1118/H1118/H1118Beneficial owner A Shares 1,024,704,949 23.27% 23.27% 22.66%
Ruihua Investment (2) /H1118/H1118/H1118Interest in controlled
corporation
A Shares 1,024,704,949 23.27% 23.27% 22.66%
Mr. Huang Shilin (3) /H1118/H1118/H1118/H1118Beneficial owner;
Interest in controlled
corporation
A Shares 469,621,309 10.66% 10.66% 10.39%
Ningbo United Innovation
of New Energy
Investment Management
Partnership (Limited
Partnership) (“ Ningbo
United Innovation ”)
(4) /H1118
Beneficial owner A Shares 284,220,608 6.45% 6.45% 6.29%
Notes:
(1) Assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii) no
other changes are made to the issued share capital of our Company between the Latest Practicable Date and
the Listing.
(2) As of the Latest Practicable Date, Xiamen Ruiting was owned as to 55% by Mr. Zeng Yuqun and 45% by
Ruihua Investment, which was in turn wholly owned by Mr. Zeng Yuqun. Therefore, each of Mr. Zeng Yuqun
and Ruihua Investment is deemed to be interested in the Shares held by Xiamen Ruiting under the SFO.
(3) As of the Latest Practicable Date, Mr. Huang Shilin (i) directly held 466,021,310 A Shares of our Company;
and (ii) indirectly interested in a total of 3,599,999 A Shares of our Company through Tongyi Jingyun No. 5
Private Securities Investment Fund, Tong Yi Chunxiao No. 3 Private Securities Investment Fund, Tong Yi
Chunxiao No. 5 Private Securities Investment Fund, Tongyi Xiangyang No. 7 Private Securities Investment
Fund, Tongyi Xiangyang No. 8 Private Securities Investment Fund and Tongyi Xiangyang No. 9 Private
Securities Investment Fund where he acted as the single investor. Mr. Huang Shilin is deemed to be interested
in the Shares held by Tongyi Jingyun No. 5 Private Securities Investment Fund, Tong Yi Chunxiao No. 3
Private Securities Investment Fund, Tong Yi Chunxiao No. 5 Private Securities Investment Fund, Tong Yi
Xiangyang No. 7 Private Securities Investment Fund, Tongyi Xiangyang No. 8 Private Securities Investment
Fund and Tongyi Xiangyang No. 9 Private Securities Investment Fund under the SFO.
SUBSTANTIAL SHAREHOLDERS
– 228 –


--- page 239 ---
(4) As of the Latest Practicable Date, (i) Mr. Pei Zhenhua contributed approximately 84.11% of the capital as a
limited partner in Ningbo United Innovation, and Zhejiang University United Innovation Investment
Management Partnership (Limited Partnership) ( एϪएɽᑌΥ௴อҳ༟၍ଣΥྫΆุ(Υྫ)) (“ ZJU
United Innovation ”) contributed approximately 0.12% as a general partner; (ii) Ningbo Meishan Free Trade
Zone Port Area Shengshi Venture Capital Partnership (Limited Partnership) (೼ಥਜ᳅ൖ௴ุҳ༟
ΥྫΆุ(Υྫ)) (“ Ningbo Shengshi ”) contributed 40% of the capital as a limited partner in ZJU United
Innovation, and Hangzhou Yilu Investment Management Partnership (Limited Partnership) (ψɓᘟҳ༟၍
ଣΥྫΆุ(Υྫ)) (“ Hangzhou Yilu ”) contributed 20% as a general partner. None of the other limited
partners held one third of the partnership interest in ZJU United Innovation; (iii) Mr. Lin Guang contributed
approximately 60.07% of the capital as a general partner in Ningbo Shengshi. None of the limited partners held
over one third of the partnership interest in Ningbo Shengshi; (iv) Ningbo Shengshi contributed approximately
99.01% of the capital as a limited partner in Hangzhou Yilu, and Hangzhou Agan Investment Management Co.,
Ltd. (ʮ̡)( “Hangzhou Agan ”) contributed approximately 0.50% as a general partner;
and (v) Hangzhou Agan was held as to approximately 59.59% by Mr. Lin Guang. None of the other
shareholders held over one third of the equity interest in Hangzhou Agan. Therefore, each of Mr. Pei Zhenhua,
ZJU United Innovation, Ningbo Shengshi, Hangzhou Yilu, Mr. Lin Guang, Hangzhou Agan was deemed to be
interested in the Shares held by Ningbo United Innovation under the SFO, and therefore a substantial
shareholder of our Company under the SFO.
For further information on any other person who will be, immediately following
completion of the Global Offering, directly or indirectly, interested in 10% or more of the
issued voting shares of our Major Subsidiaries, see “Appendix VI — Statutory and General
Information — 3. Further Information about Directors, Supervisors, Chief Executive and
Substantial Shareholders of Our Company — D. Interests of Substantial Shareholders in Shares
of Our Company and/or Our Major Subsidiaries — (ii) Interests in Our Major Subsidiaries” to
this prospectus.
SUBSTANTIAL SHAREHOLDERS
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--- page 240 ---
BOARD OF DIRECTORS
Our Board comprises nine Directors, including six executive Directors and three
independent non-executive Directors. Pursuant to the Articles of Association, our Directors are
elected and appointed by the Shareholders for a term of three years and are eligible for
re-election upon expiry of their terms of office. According to the relevant PRC laws and
regulations, an independent non-executive Director shall not serve for more than six
consecutive years.
The following table sets forth the key information about our Directors as of the Latest
Practicable Date.
Name Age Positions
Roles and
responsibilities
Time of first
joining our
Group
Time of first
appointment
as a Director
Mr. Zeng Yuqun
(ಀ๎໊) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
57 Chairman of the Board,
executive Director and
general manager
Overall strategic
planning and
development of our
Group
December 2011 December 2011
Mr. Pan Jian
(ᆙ਄) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
49 Co-chairman of the
Board and executive
Director
Management and
business development
of our Group
November 2014 November 2014
Mr. Li Ping
(ҽ̻) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
57 Vice chairman of the
Board and executive
Director
Management and
business development
of our Group
October 2014 November 2014
Mr. Zhou Jia
(մԳ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
47 Vice chairman of the
Board and executive
Director
Management and
business development
of our Group
December 2015 December 2015
Dr. Ouyang Chuying
(ߵ)H1118/H1118/H1118/H1118/H1118
48 Executive Director Management of R&D
system of our Group
September 2019 August 2023
Mr. Zhao Fenggang
(࡝)H1118/H1118/H1118/H1118/H1118/H1118/H1118
59 Executive Director Management of R&D
and engineering
manufacturing systems
of our Group
December 2015 December 2024
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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--- page 241 ---
Name Age Positions
Roles and
responsibilities
Time of first
joining our
Group
Time of first
appointment
as a Director
Dr. Wu Yuhui
(юԃሾ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
46 Independent non-
executive Director
Supervising and
providing independent
opinion and judgment
to the Board
August 2023 August 2023
Mr. Lin Xiaoxiong
(ʃඪ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
63 Independent non-
executive Director
Supervising and
providing independent
opinion and judgment
to the Board
August 2023 August 2023
Dr. Zhao Bei
(Ⴛႍ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
67 Independent non-
executive Director
Supervising and
providing independent
opinion and judgment
to the Board
August 2023 August 2023
Executive Directors
Mr. Zeng Yuqun ( ಀ๎໊), aged 57, is our chairman of the Board, executive Director and
general manager. Mr. Zeng is primarily responsible for the overall strategic planning and
development of our Group.
Mr. Zeng founded our Group in December 2011 and served as our Director since our
inception until May 2013, as our chairman of the Board since June 2017 and as our general
manager since August 2022. He currently holds directorships in a number of subsidiaries of our
Group.
Prior to joining our Group, Mr. Zeng served as (i) the president, chief executive officer
and director of Amperex Technology Limited (ʮ̡); (ii) the chairman of
Ningde Amperex Technology Co., Ltd. (ʮ̡); (iii) the chairman and
general manager of Dongguan Amperex Technology Co., Ltd. (ʮ̡) and
Dongguan Amperex Electronic Technology Co., Ltd. (ʮ̡); (iv) the
executive director of Dongguan NVT Technology Limited (ʮ̡); and (v)
the vice president and senior vice president of TDK Corporation, a comprehensive electronic
components manufacturer listed on the Tokyo Stock Exchange (stock code: 6762).
Mr. Zeng obtained a bachelor’s degree from Shanghai Jiao Tong University ( ɪऎʹஷɽ
ኪ) in July 1989.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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--- page 242 ---
Mr. Pan Jian ( ᆙ਄), aged 49, is our co-chairman of the Board and executive Director.
Mr. Pan is primarily responsible for management and business development of our Group.
Mr. Pan joined our Group and served as our Director since November 2014. From June
2017 to January 2025, he has served successively as our vice chairman of the Board and
Director, and was appointed as our co-chairman of the Board in January 2025.
Prior to joining our Group, Mr. Pan served as (i) a consulting advisor of A.T. Kearney
Inc.; (ii) a consulting advisor of Bain & Company; (iii) vice president of the investment fund
of MBK Partners; and (iv) the managing director of CDH Investments Management (Hong
Kong) Limited.
Mr. Pan was (i) a non-executive director of Luye Pharma Group Ltd. (ࠢ
ʮ̡), a company listed on the Stock Exchange (stock code: 2186); and (ii) a director of
Shanghai M&G Stationery Inc. (ʮ̡), a company listed on the
Shanghai Stock Exchange (stock code: 603899), from 2011 to May 2017 and has been an
independent director since April 2023.
Mr. Pan obtained an MBA degree from University of Chicago in March 2005.
Mr. Li Ping ( ҽ̻), aged 57, is our vice chairman of the Board and executive Director.
Mr. Li is primarily responsible for management and business development of our Group.
Mr. Li joined our Group in October 2014 and served as our chairman of the Board from
November 2014 to June 2017. He has been serving as our vice chairman of the Board since
June 2017. He currently holds directorships in a number of subsidiaries of our Group. Mr. Li
has been (i) an executive director of Shanghai Shida Investment Management Co., Ltd. ( ɪऎ
ʮ̡) since January 2014, and (ii) the chairman of Shanghai Pangu Dynamic
Technology Co., Ltd. (ʮ̡) since May 2019.
Mr. Li obtained a bachelor’s degree from Fudan University ( ూ͇ɽኪ) in July 1989 and
an EMBA degree from China Europe International Business School ( ʕᆄ਷ყʈਠኪ৫)i n
September 2005.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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--- page 243 ---
Mr. Zhou Jia ( մԳ), aged 47, is our vice chairman of the Board and executive Director.
Mr. Zhou is primarily responsible for management and business development of our Group.
Mr. Zhou joined our Group in December 2015 and successively served as our Director,
executive vice general manager, chief financial officer and general manager. He has been
serving as our vice chairman of the Board since August 2022. He currently holds directorships
in a number of subsidiaries of our Group.
Prior to joining our Group, Mr. Zhou served as (i) a strategic consulting advisor of Bain
& Company, (ii) an investment manager of U.S. Capital Group, (iii) an executive director of
CDH Jiaye (Tianjin) Equity Investment Fund Partnership (Limited Partnership) ( ཻฯྗุ(˂
ݵ)ΥྫΆุ(Υྫ)), and (iv) the chief financial officer, senior human
resources director and director of president office of Ningde Amperex Technology Co., Ltd.
successively.
Mr. Zhou obtained an MBA degree from University of Chicago in June 2007.
Dr. Ouyang Chuying (ߵ)aged 48, is our executive Director. Dr. Ouyang is
primarily responsible for management of R&D system of our Group.
Dr. Ouyang joined our Group in September 2019 and currently serves as our co-president
of R&D system and executive vice director of innovation laboratory. He has been serving as
our Director since August 2023. He currently holds directorships and managerial positions in
a number of subsidiaries of our Group.
Prior to joining our Group, since the 1990s, Dr. Ouyang has been engaged in scientific
research in the field of physics. He had been a professor of Jiangxi Normal University ( ϪГ
ᇍɽኪ) since November 2009 and was its chief professor from 2012 to 2015. From January
2010 to December 2010, Dr. Ouyang was a visiting scholar at Korea Institute of Science and
Technology.
Dr. Ouyang obtained a Ph.D. from the Institute of Physics, Chinese Academy of Sciences
in July 2005. From August 2005 to August 2008, he was conducting post-doctoral research at
Swiss Federal Institute of Technology of Lausanne.
Mr. Zhao Fenggang (࡝)aged 59, is our executive Director. Mr. Zhao is primarily
responsible for management of R&D and engineering manufacturing systems of our Group.
Mr. Zhao joined our Group in December 2015 and served as our vice president of
engineering until December 2019, and currently serves as our co-president of R&D system and
engineering manufacturing system. He has been serving as our Director since December 2024.
He currently holds directorship in a subsidiary of our Group.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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--- page 244 ---
Prior to joining our Group, Mr. Zhao served as (i) a senior engineer of Sinopec Nanjing
Chemical Industry Co., Ltd. (ԯʷኪʈุʮ̡) from 1990 to 1998; (ii) a senior
engineer of Dongguan Xinke Magnetic Power Plant (ှཥᅀ) from 1998 to 2000; (iii)
the director of R&D of Dongguan Amperex Technology Co., Ltd. from 2000 to 2012; and (iv)
the senior engineering director of Ningde Amperex Technology Co., Ltd. from 2012 to 2015.
Mr. Zhao obtained a master’s degree in chemical physics from University of Science and
Technology of China (ኪҦஔɽኪ) in September 1990.
Independent Non-executive Directors
Dr. Wu Yuhui ( юԃሾ), aged 46, is our independent non-executive Director. Dr. Wu is
primarily responsible for supervising and providing independent opinion and judgment to the
Board.
Dr. Wu has been teaching at the School of Management of Xiamen University (ɽኪ)
since September 2010, and is now the vice dean, the head of the department of finance, a
professor and a Ph.D. supervisor.
Dr. Wu has been holding or held independent directorships in multiple listed companies,
including (i) an independent non-executive director of Fuyao Glass Industry Group Co., Ltd.
(ʮ̡), a company listed on both the Shanghai Stock Exchange
(stock code: 600660) and the Stock Exchange (stock code: 3606), from October 2013 to
October 2019; (ii) an independent director of Holitech Technology Co., Ltd. (΅
ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 002217), from April
2014 to December 2018; (iii) an independent director of YOOZOO Interactive Co., Ltd. ( ದૄ
ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 002174),
from October 2014 to February 2018; (iv) an independent director of Shenzhen Sunlord
Electronics Co., Ltd. (ʮ̡), a company listed on the Shenzhen Stock
Exchange (stock code: 002138), from October 2014 to December 2020; (v) an independent
director of Shenzhen BGI Genomics Co., Ltd. (ʮ̡), a company listed
on the Shenzhen Stock Exchange (stock code: 300676), from June 2017 to June 2023; (vi) an
independent director of Fujian Septwolves Industry Co., Ltd. (ʮ̡),
a company listed on the Shenzhen Stock Exchange (stock code: 002029), from May 2020 to
July 2022; (vii) an independent director of Qingdao Zhenghe Industrial Co., Ltd. (ᅄձʈ
ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 003033),
since November 2019; and (viii) an independent director of Xiamen C&D Corporation Limited
(ʮ̡), a company listed on the Shanghai Stock Exchange (stock code:
600153), since May 2022.
Dr. Wu obtained a Ph.D. in business administration (finance) from Xiamen University in
September 2010. He is also a non-practicing member of Chinese Institute of Certified Public
Accountants.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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--- page 245 ---
Mr. Lin Xiaoxiong (ʃඪ), aged 63, is our independent non-executive Director. Mr. Lin
is primarily responsible for supervising and providing independent opinion and judgment to the
Board.
Mr. Lin has been serving as the chairman of Fujian Yacht Industry Development
Association (՘ึ) since 2016 and the honorary chairman of Fujianese
Business Research Association of Fujian Province (Ӻึ). Prior to these roles,
Mr. Lin served as (i) the division chief and assistant to the director of Xiamen Economic
Development Commission (ึ); (ii) the chairman and general manager of
Xiamen King Long Motor Group Co., Ltd. (ʮ̡) (formerly known
as Xiamen Automobile Co., Ltd. (ʮ̡)), a company listed on the Shanghai
Stock Exchange (stock code: 600686); (iii) the general manager of Xiamen State-owned Assets
Investment Corporation (਷Ϟ༟ପҳ༟ʮ̡); and (iv) the chairman of Xiamen Road &
Bridge Construction Group Co., Ltd. (ʮ̡).
Mr. Lin obtained a bachelor of engineering in architecture materials from Nanjing
Institute of Technology (ԯʈኪ৫) (currently known as Southeast University (ɽኪ)) in
July 1982 and an MBA degree from La Trobe University in September 2011. Mr. Lin also holds
the qualification as senior engineer.
Dr. Zhao Bei ( Ⴛႍ), aged 67, is our independent non-executive Director. Dr. Zhao is
primarily responsible for supervising and providing independent opinion and judgment to the
Board.
Dr. Zhao has been a professor and a Ph.D. supervisor at the School of Management of
Xiamen University since 2005. Dr. Zhao previously (i) taught at Acadia University, Algoma
University and Mount Allison University from 1989 to 1990, from 1990 to 1994 and from 1994
to 1996, respectively; and (ii) served as a personal financial manager at Royal Bank of Canada
from 1995 to 1996.
Dr. Zhao has been holding or held independent directorships in multiple listed companies,
including (i) an independent director of Fujian Septwolves Industry Co., Ltd. from April 2017
to July 2022; (ii) an independent director of Huaxia Eye Hospital Group Co., Ltd. (߅
ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code:
301267), from December 2016 to December 2022; (iii) an independent director of Xiamen
King Long Motor Group Co., Ltd. since September 2020; and (iv) an independent director of
Anjoy Food Group Co., Ltd. (ʮ̡), a company listed on the Shanghai
Stock Exchange (stock code: 603345), since May 2023.
Dr. Zhao obtained a bachelor’s degree in economics from Xiamen University in July
1982, an MBA degree from Dalhousie University in February 1986, and a Ph.D. from the
University of Hong Kong in December 2003.
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BOARD OF SUPERVISORS
Our Board of Supervisors consists of three Supervisors including one employee
representative Supervisor. Our Supervisors serve a term of three years and may be re-elected
for successive re-appointment. The following table sets forth the key information about our
Supervisors as of the Latest Practicable Date.
Name Age Positions
Roles and
responsibilities
Time of first
joining our
Group
Time of first
appointment
as a
Supervisor
Mr. Wu Yingming
(׼݈)H1118/H1118/H1118/H1118/H1118/H1118/H1118
58 Chairman of the Board
of Supervisors
Supervising the
performance of duties
by Directors and
senior management
December 2015 December 2015
Ms. Feng Chunyan
(ᜮ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
50 Supervisor Supervising the
performance of duties
by Directors and
senior management
January 2016 December 2016
Dr. Liu Na
(ࢆݣ)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
45 Supervisor (employee
representative
Supervisor)
Supervising the
performance of duties
by Directors and
senior management
January 2016 December 2021
Mr. Wu Yingming (׼݈)aged 58, is the chairman of our Board of Supervisors. He
was appointed as a Supervisor in December 2015 and is primarily responsible for supervising
the performance of duties by Directors and senior management.
Mr. Wu joined our Group in December 2015 and served as our procurement and
information technology director until May 2017. Mr. Wu currently serves as our regional
management head. He currently holds directorships and managerial positions in a number of
subsidiaries of our Group.
Prior to joining our Group, Mr. Wu served as (i) the procurement and information
technology director of Dongguan Amperex Technology Co., Ltd. from 2006 to 2012; and (ii)
the procurement director of Ningde Amperex Technology Co., Ltd. from 2012 to 2015.
Mr. Wu obtained a bachelor’s degree in computer software from Northeastern University
of Technology (̏ʈኪ৫) (currently known as Northeastern University (̏ɽኪ)) in July
1989.
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Ms. Feng Chunyan (ᜮ), aged 50, was appointed as a Supervisor in December 2016
and is primarily responsible for supervising the performance of duties by Directors and senior
management.
Ms. Feng joined our Group in January 2016 and served as our senior manager of president
office until December 2016, and as our head of general management department from January
2017 to September 2020. Currently, Ms. Feng serves as our co-president of supply chain and
operation system. Ms. Feng also holds directorships and managerial positions in a number of
subsidiaries of our Group.
Prior to joining our Group, Ms. Feng served as (i) a process engineer of Dongguan
Chengda Products Factory (ᅀ) from 1997 to 2002; (ii) a department manager of
Dongguan Xinke Magnetic Power Plant (ှཥᅀ) from 2002 to 2011; and (iii) a senior
manager of Ningde Amperex Technology Co., Ltd. from 2011 to 2015.
Ms. Feng obtained a bachelor’s degree from Jiamusi University ( Գ˝౶ɽኪ) in June
1997.
Dr. Liu Na (ࢆݣ)aged 45, was appointed as a Supervisor in December 2021 and is
primarily responsible for supervising the performance of duties by Directors and senior
management.
Dr. Liu joined our Group in January 2016 and previously held the position as our senior
chief engineer. Currently, Dr. Liu serves as our vice president of the research institute.
Prior to joining our Group, Dr. Liu served as (i) the chief engineer of Dongguan Amperex
Technology Co., Ltd.; and (ii) the senior chief engineer of Ningde Amperex Technology Co.,
Ltd.
Dr. Liu obtained a Ph.D. from the Institute of Physics, Chinese Academy of Sciences in
July 2006.
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SENIOR MANAGEMENT
Our senior management is responsible for the day-to-day management of our business.
The following table sets forth the key information about our senior management as of the
Latest Practicable Date.
Name Age Positions
Roles and
responsibilities
Time of first
joining our
Group
Time of first
appointment
as a senior
management
Mr. Zeng Yuqun
(ಀ๎໊) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
57 Chairman of the Board,
executive Director and
general manager
Overall strategic
planning and
development of our
Group
December 2011 August 2022
Mr. Tan Libin
(ᗈͭⅳ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
56 Vice general manager Sales operations of our
Group
December 2015 December 2015
Mr. Jiang Li
(ᇸଣ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
45 Vice general manager
and Board secretary
Board related matters,
capital market matters
and corporate
governance of our
Group
June 2017 June 2017
Mr. Zheng Shu
(ቍബ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
45 Chief financial officer Overall financial matters
of our Group
April 2016 June 2017
Mr. Zeng Yuqun ( ಀ๎໊), aged 57, is our general manager. For his biography, see “—
Board of Directors — Executive Directors.”
Mr. Tan Libin ( ᗈͭⅳ), aged 56, is our vice general manager. Mr. Tan is primarily
responsible for sales operations of our Group.
Mr. Tan joined our Group in December 2015 and served as our Director until May 2017.
Currently, he serves as our vice general manager, chief customer officer and co-president of
marketing system.
Prior to joining our Group, Mr. Tan served as (i) a department manager of Dongguan
Xinke Magnetic Power Plant from 1991 to 1998; (ii) the NPI manager of Dell (China)
Computer Co., Ltd. ( Ꮦဧ(ʕ਷)ၑዚʮ̡) from 1999 to 2001; (iii) the sales manager of
Dongguan Amperex Electronic Technology Co., Ltd. from 2001 to 2004; (iv) the sales director
of Dongguan Amperex Technology Co., Ltd. from 2004 to 2013; and (v) the vice president of
sales of Ningde Amperex Technology Co., Ltd. from 2013 to 2015.
Mr. Tan obtained a bachelor’s degree in mechanical design and manufacture from
Zhejiang University ( एϪɽኪ) in July 1991.
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Mr. Jiang Li ( ᇸଣ), aged 45, is our vice general manager and Board secretary. Joining
our Group in June 2017, Mr. Jiang is primarily responsible for Board related matters, capital
market matters and corporate governance of our Group. He currently holds directorships and
managerial positions in a number of subsidiaries of our Group.
Prior to joining our Group, Mr. Jiang served as (i) an associate of investment banking
department of China Galaxy Securities Co., Ltd. (ʮ̡), a company
listed on both the Shanghai Stock Exchange (stock code: 601881) and the Stock Exchange
(stock code: 6881), from 2004 to 2007; (ii) the associate director, director and executive
director of investment banking department of UBS Securities Co., Ltd. (ப΂ʮ
̡) successively from 2008 to 2015; and (iii) the office manager of the board of directors of
CDB Securities Company Limited (ப΂ʮ̡) from 2015 to 2017.
Mr. Jiang obtained a master’s degree in finance from Peking University ( ̏ԯɽኪ)i n
June 2004.
Mr. Zheng Shu ( ቍബ), aged 45, is our chief financial officer. Mr. Zheng is primarily
responsible for overall financial matters of our Group.
Mr. Zheng joined our Group in April 2016 and served as our head of financial department.
He has been serving as our chief financial officer since June 2017. He currently holds
directorships and managerial positions in a number of subsidiaries of our Group.
Prior to joining our Group, Mr. Zheng served as (i) the vice manager of financial
department at Fujian branch of China Tietong Telecommunications Corporation ( ʕ਷᚛ஷණྠ
ʮ̡) from 2002 to 2006; (ii) the budget manager of overseas regions of Huawei
Technologies Co., Ltd. (ʮ̡) and financial manager of its subsidiary from 2006
to 2009; (iii) the general manager of financial department of Oneding Silicon Steel Group
Company Limited (ʮ̡) from 2009 to 2013; and (iv) the chief financial
officer of Changyou.com Limited (࿫༷), a company listed on the NASDAQ (stock code:
CYOU) from 2013 to 2016.
Mr. Zheng obtained dual bachelor’s degrees in accounting and in computer science and
technology from Fuzhou University ( ၅ψɽኪ) in July 2002. Mr. Zheng is also a Chartered
Institute of Management Accountant (CIMA) and a Chartered Global Management Accountant
(CGMA).
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OTHER INFORMATION IN RELATION TO OUR DIRECTORS, SUPERVISORS AND
SENIOR MANAGEMENT
Save as disclosed above, to the best knowledge, information and belief of the Directors
having made all reasonable inquiries, there are no material matters relating to their
appointment as a Director or Supervisor that need to be brought to the attention of our
Shareholders and there is no other information in relation to his or her appointment which is
required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules as of the Latest
Practicable Date.
Save as disclosed above, none of our Directors, Supervisors and senior management held
any directorships in any other company listed in Hong Kong or overseas during the three years
immediately preceding the date of this prospectus.
None of our Directors, Supervisors and senior management is related to other Directors,
Supervisors and senior management.
JOINT COMPANY SECRETARIES
Mr. Jiang Li ( ᇸଣ) will be one of our joint company secretaries with effect from the
Listing Date. For details of his biography, see “— Senior Management.”
Ms. Jian Xuegen ( ᔊ௛Ќ) will be one of our joint company secretaries with effect from
the Listing Date.
Ms. Jian is an assistant vice president of SWCS Corporate Services Group (Hong Kong)
Limited. Ms. Jian obtained her bachelor’s degree of accounting from the South China
University of Technology (ଣʈɽኪ) in July 2008. She is a member of the Hong Kong
Institute of Certified Public Accountants. She is also a member of the Chinese Institute of
Certified Public Accountants.
BOARD COMMITTEES
Our Company has established four committees under the Board in accordance with the
relevant laws and regulations in mainland China, the Articles of Association and the Corporate
Governance Code under the Listing Rules, including the Strategy Committee, the Audit
Committee, the Nomination Committee and the Remuneration and Appraisal Committee.
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Strategy Committee
We have established the Strategy Committee in compliance with the Articles of
Association. The primary duties of the Strategy Committee are to review our Company’s
long-term development strategies and major investment decisions, and to make
recommendations to our Board. The Strategy Committee comprises six executive Directors,
namely Mr. Zeng Yuqun, Mr. Pan Jian, Mr. Li Ping, Mr. Zhou Jia, Dr. Ouyang Chuying and Mr.
Zhao Fenggang. Mr. Zeng Yuqun is the chairperson of the Strategy Committee.
Audit Committee
We have established the Audit Committee in compliance with Rule 3.21 of the Listing
Rules and the Corporate Governance Code set out in Appendix C1 to the Listing Rules. The
primary duties of the Audit Committee are to review our Company’s financial information and
its disclosure, supervise and evaluate internal and external audit work and internal control, and
to provide our Board with professional advice. The Audit Committee comprises three
independent non-executive Directors, namely, Dr. Wu Yuhui, Mr. Lin Xiaoxiong and Dr. Zhao
Bei. Dr. Wu Yuhui is the chairperson of the Audit Committee. He holds the appropriate
professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules.
Nomination Committee
We have established the Nomination Committee in compliance with the Corporate
Governance Code set out in Appendix C1 to the Listing Rules. The primary duties of the
Nomination Committee are to assess the candidates and review selection criteria and
procedures for Directors and senior management, and to make recommendations to the Board.
The Nomination Committee comprises one executive Director and two independent non-
executive Directors, namely, Mr. Lin Xiaoxiong, Dr. Wu Yuhui and Mr. Zeng Yuqun. Mr. Lin
Xiaoxiong is the chairperson of the Nomination Committee.
Remuneration and Appraisal Committee
We have established the Remuneration and Appraisal Committee in compliance with Rule
3.25 of the Listing Rules and the Corporate Governance Code set out in Appendix C1 to the
Listing Rules. The primary duties of the Remuneration and Appraisal Committee are to
formulate the appraisal standards for Directors and senior management, conduct appraisal, and
formulate and review the remuneration policies and proposals for Directors and senior
management. The Remuneration and Appraisal Committee comprises one executive Director
and two independent non-executive Directors, namely, Dr. Zhao Bei, Mr. Lin Xiaoxiong and
Mr. Li Ping. Dr. Zhao Bei is the chairperson of the Remuneration and Appraisal Committee.
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CORPORATE GOVERNANCE CODE
We recognize the importance of incorporating elements of good corporate governance in
our management structure and internal control procedures so as to achieve effective
accountability. Our Company intends to comply with all code provisions in the Part 2 of the
Corporate Governance Code as set out in Appendix C1 to the Listing Rules after the Listing
apart from code provision C.2.1 of Part 2 of the Corporate Governance Code, which provides
that the roles of chairman of the Board and chief executive should be separate and should not
be performed by the same individual.
The roles of chairman of the Board and general manager of our Company are currently
performed by Mr. Zeng Yuqun. In view of Mr. Zeng Yuqun’s substantial contribution to our
Group since our establishment and his extensive experience, we consider that having Mr. Zeng
Yuqun acting as both our chairman of the Board and general manager will provide strong and
consistent leadership to our Group and facilitate the efficient execution of our business
strategies. We consider it appropriate and beneficial to our business development and prospects
that Mr. Zeng Yuqun continues to act as both our chairman of the Board and general manager
after the Listing, and therefore currently do not propose to separate the functions of chairman
of the Board and general manager. While this would constitute a deviation from code provision
C.2.1 of Part 2 of the Corporate Governance Code, the Board believes that this structure will
not impair the balance of power and authority between the Board and the management of our
Company, given that: (a) there are sufficient checks and balances in the Board, as a decision
to be made by our Board requires approval by at least a majority of our Directors, and our
Board comprises three independent non-executive Directors, which is in compliance with the
requirement under the Listing Rules; (b) Mr. Zeng Yuqun and the other Directors are aware of
and undertake to fulfill their fiduciary duties as Directors, which require, among other things,
that he acts for the benefit and in the best interests of our Company and will make decisions
for our Group accordingly; and (c) the balance of power and authority is ensured by the
operations of the Board which comprises experienced and high caliber individuals who meet
regularly to discuss issues affecting the operations of our Company. Moreover, the overall
strategic and other key business, financial, and operational policies of our Group are made
collectively after thorough discussion at both Board and senior management levels. The Board
will continue to review the effectiveness of the corporate governance structure of our Group
in order to assess whether the separation of the roles of chairman of the Board and general
manager is necessary.
MANAGEMENT PRESENCE IN HONG KONG
According to Rules 8.12 and 19A.15 of the Listing Rules, we must have sufficient
management presence in Hong Kong. This normally means that at least two of our executive
Directors must be ordinarily resident in Hong Kong. Since the principal business operations of
our Group are conducted outside of Hong Kong, our Company does not and for the foreseeable
future will not have a sufficient management presence in Hong Kong. We have applied for, and
the Stock Exchange has granted us, a waiver from compliance with Rules 8.12 and 19A.15 of
the Listing Rules. For details, see “Waivers and Exemptions — Management Presence in Hong
Kong.”
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BOARD DIVERSITY POLICY
Our Company has adopted a board diversity policy which sets out the approach to achieve
diversity of the Board. We recognize and embrace the benefits of having a diverse Board and
see increasing diversity at the Board level as an essential element in supporting the attainment
of our Company’s strategic objectives and sustainable development. Pursuant to the board
diversity policy, in reviewing and assessing suitable candidates to serve as a director of our
Company, the Nomination Committee will consider a number of factors, including but not
limited to talent, skills, gender, age, cultural and educational background, ethnicity,
professional experience, independence, knowledge and length of service. In particular, our
Company currently has one female Director in the Board and will continue to work towards
enhancing the gender diversity of the Board. Our Directors have a balanced mix of knowledge
and skills, and we have three independent non-executive Directors, with different industry
backgrounds. Taking into account our existing business model and specific needs as well as the
different background of our Directors, the composition of our Board satisfies our Board
diversity policy. Pursuant to the board diversity policy, after the Listing, the Nomination
Committee will discuss periodically and when necessary, agree on the measurable objectives
for achieving diversity, including gender diversity, on the Board and recommend them to the
Board for formal adoption.
REMUNERATION OF DIRECTORS, SUPERVISORS AND FIVE HIGHEST PAID
INDIVIDUALS
The Directors, Supervisors and senior management who receive remuneration from our
Company are paid in forms of fees, salaries, allowances, discretionary bonuses, benefits in
kind, retirement scheme contributions and share-based compensation. When reviewing and
determining the specific remuneration packages for our Directors, Supervisors and senior
management, the Shareholders’ meetings and the Board of Directors take into account factors
such as salaries paid by comparable companies, time commitment, level of responsibilities,
employment elsewhere in our Group and desirability of performance-based remuneration. As
required by the relevant PRC laws and regulations, our Company also participates in various
defined contribution plans organized by relevant provincial and municipal government
authorities and welfare schemes for employees of our Company, including medical insurance,
injury insurance, unemployment insurance, pension insurance, maternity insurance and
housing provident fund.
For the three years ended December 31, 2024, the total amount of remuneration paid to
our Directors and Supervisors were RMB21.9 million, RMB34.8 million and RMB25.0
million, respectively.
For the three years ended December 31, 2024, the total emoluments paid to the five
highest paid individuals (excluding two, one and one Director(s)) by us amounted to RMB15.8
million, RMB49.7 million and RMB78.6 million, respectively.
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During the Track Record Period, no remuneration was paid by our Company to, or
receivable by, our Directors, Supervisors or the five highest paid individuals as an inducement
to join or upon joining our Company or as compensation for loss of office in connection with
the management positions of our Company or any of our subsidiaries.
During the Track Record Period, none of our Directors or Supervisors waived any
remuneration. 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 our Directors, Supervisors or the five
highest paid individuals.
For more details on remuneration paid to our Directors, Supervisors and senior
management and, on an aggregate basis, the five highest paid individuals of our Group during
the Track Record Period, see Notes 9 and 10 to the Accountants’ Report as set out in Appendix
I to this prospectus; and for details regarding the Share Incentives granted to our Directors and
senior management, see “Appendix VI — Statutory and General Information — 4. Share
Incentive Plans” to this prospectus.
CONFIRMATIONS 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 January 20, 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 had no past or present financial or other interest in the business of our
Company or its subsidiaries or any connection with any core connected person of our Company
under the Listing Rules as of the Latest Practicable Date, and (iii) that there are no other factors
that may affect his or her independence at the time of his or her appointments.
Rule 8.10 of the Listing Rules
Each of our Directors (excluding our independent non-executive Directors) confirms that
as of the Latest Practicable Date, he or she did not have any interest in a business which
competes or is likely to compete, directly or indirectly, with our business and requires
disclosure under Rule 8.10 of the Listing Rules.
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COMPLIANCE ADVISOR
We have appointed China Securities (International) Corporate Finance Company Limited
as our Compliance Advisor pursuant to Rule 3A.19 of the Listing Rules. Our Compliance
Advisor will provide us with guidance and advice as to compliance with the Listing Rules and
applicable Hong Kong laws. Pursuant to Rule 3A.23 of the Listing Rules, our Compliance
Advisor will advise our Company in certain circumstances including:
(i) before the publication of any regulatory announcement, circular, or financial report;
(ii) where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues, sales or transfers of treasury shares and share
repurchases; and
(iii) where we propose to use the proceeds of the Global Offering in a manner different
from that detailed in this prospectus or where the business activities, development
or results of our Group deviate from any forecast, estimate or other information in
this prospectus; and where the Stock Exchange makes an inquiry to our Company
regarding unusual movements in the price or trading volume of its listed securities
or any other matters in accordance with Rule 13.10 of the Listing Rules.
The term of appointment of our Compliance Advisor shall commence on the Listing Date
and continue until the longer of (i) the date on which our Company complies with the
requirements under Rule 13.46 of the Listing Rules in respect of our financial results for the
first full financial year immediately following the Listing Date, or (ii) the appointment of an
independent non-executive Director who will be ordinarily resident in Hong Kong has been
confirmed and approved.
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The following discussion and analysis should be read in conjunction with our
consolidated financial statements included in “Appendix I — Accountants’ Report,”
together with the accompanying notes. Our consolidated financial statements have
been prepared in accordance with the IFRSs.
The following discussion and analysis contain forward-looking statements that
involve risks and uncertainties. These statements are based on assumptions and
analysis that we make in light of our experience and perception of historical trends,
current conditions and expected future developments, as well as other factors we
believe are appropriate under the circumstances. However, the actual results may differ
significantly from those projected in the forward-looking statements. Factors that
might cause future results to differ significantly from those projected in the forward-
looking statements include, but are not limited to, those discussed in “Risk Factors”
and “Forward-Looking Statements” and elsewhere in this prospectus.
OVERVIEW
We are a globally leading innovative new energy technology company, primarily engaged
in the research, development, production, and sales of EV batteries and ESS batteries. We
promote the transition from mobile and stationary fossil energy sources to sustainable
alternatives, as well as creating integrated innovative solutions for new applications through
advancements in electrification and intelligent technologies. As of December 31, 2024, we had
established six major R&D centers and 13 battery manufacturing bases worldwide, with service
outlets spanning 64 countries and regions. We have the broadest coverage of customer and
end-user base globally. As of December 31, 2024, our EV batteries were installed in over 17
million vehicles, which represents one in every three EVs worldwide, and our ESS batteries
were deployed in over 1,700 projects across the globe.
Leveraging decades of extensive experience we have accumulated in the lithium-ion
battery industry, we have developed proprietary full-chain and highly efficient R&D
capabilities, which lead to our comprehensive and advanced matrix of products and solution.
It can be applied to passenger vehicle (PV), commercial vehicle (CV), front-of-the-meter
(FTM) energy storage system, behind-the-meter (BTM) energy storage system, and emerging
applications such as machinery, vessels, aircraft and others. Our products effectively meet the
evolving and diverse needs of global customers.
Our revenue increased by 22.0% from RMB328.6 billion in 2022 to RMB400.9 billion in
2023. Our revenue decreased by 9.7% from RMB400.9 billion in 2023 to RMB362.0 billion in
2024. Our profit increased by 41.5% from RMB33.5 billion in 2022 to RMB47.3 billion in
2023, and further increased by 16.8% to RMB55.3 billion in 2024.
FINANCIAL INFORMATION
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KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our results of operations are affected by a number of factors, including but not limited
to the following.
Growing NEV and EV Battery Markets
The expansion of low-carbon transportation ecosystem is driving the rising penetration of
NEV . According to the GGII Report, the global sales volume of NEV increased from 3.2
million units in 2020 to 17.5 million units in 2024 with a CAGR of 52.9%. The global EV
battery shipments increased from 182 GWh in 2020 to 974 GWh in 2024, with a CAGR of
52.0%, driven by the increasing sales volume of NEV across end markets. The continuous
growth of the global NEV market provides a strong foundation for our increasing operating
results.
Growing ESS Market
As clean energy transition gains momentum around the globe, renewable energy such as
wind and solar power is experiencing rapid growth. According to the GGII Report, the global
cumulative installed capacity of wind and solar power grew from 1,505 GW in 2020 to 3,555
GW in 2024 with a CAGR of 24.0%. The development of renewable energy has propelled
global ESS battery shipments, which increased from 27 GWh in 2020 to 300 GWh in 2024 with
a CAGR of 82.5%. Robust growth in the ESS market has driven, and will continue to drive,
our operating results.
Ability to Continuously Develop New Products and Attract Customer Orders
We have the broadest customer and end-user coverage, having established long-term and
deep strategic partnerships with many automotive OEMs and ESS customers globally. Through
product innovation, we are able to address diverse market demands. Our ability to consistently
develop and launch new products while attracting customer orders is critical to our market
share expansion and revenue growth.
Expansion into Emerging Business Areas
Aside from our EV and ESS battery business, we are actively expanding into emerging
new energy applications such as machinery, vessels, aircraft and others. We have introduced
new innovative solutions such as Skateboard Chassis and battery swapping, thus accelerating
total electrification. Our ability to effectively expand into new emerging areas and launching
innovative solutions are key factors driving our future revenue growth and profitability.
FINANCIAL INFORMATION
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Cost Control and Operational Efficiency
Our cost of sales primarily consists of direct material cost. We enhance our production
efficiency and reduce production costs through technological innovation and supply chain
management. In addition, our operating expenses include research and development expenses,
administrative and other operational expenses, and selling expenses, among others. Our ability
to improve operational efficiency and maintain effective cost control will also affect our results
of operations.
BASIS OF PRESENTATION AND PREPARATION
Our historical financial information has been prepared in accordance with the IFRSs. All
IFRSs that are effective for the accounting period beginning on January 1, 2024, together with
the relevant transitional provisions, have been early adopted by us in the preparation of the
historical financial information throughout the Track Record Period. The historical financial
information has been prepared on the historical cost basis except for certain financial assets
and liabilities which are stated at fair value.
MATERIAL ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES
AND JUDGMENTS
Our accounting policies may 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. Our management continually evaluates such
estimates, assumptions and judgments based on experience and other factors, including the
expectation of future events that are believed to be reasonable under the circumstances. There
has not been any material deviation between our management’s estimates or assumptions and
actual results during the Track Record Period. Amendments to accounting standards,
implementation of new standards and changes in accounting policies may also require us to
adjust the presentation of our financial statements, which could materially impact the
comparability of our financial metrics and our reported results of operations.
Set forth below are discussions of the accounting policies that we believe are most
significant to us or involve the most critical estimates, assumptions and judgments used in the
preparation of our financial statements. Other material accounting policies, critical estimates,
assumptions and judgments, which are important for understanding our financial condition and
results of operations, are set forth in detail in Notes 3.2 and 4 to the Accountants’ Report in
Appendix I to this prospectus.
FINANCIAL INFORMATION
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Revenue Recognition
Revenue mainly arises from the following major sources:
(i) sales of EV batteries;
(ii) sales of ESS batteries;
(iii) sales of battery materials from recycling process;
(iv) sales of battery mineral resources; and
(v) others.
To determine whether to recognize revenue, we follow a 5-step process:
1. Identifying the contract with a customer;
2. Identifying the performance obligations;
3. Determining the transaction price;
4. Allocating the transaction price to the performance obligations; and
5. Recognizing revenue when or as performance obligations are satisfied.
In all cases, the total transaction price for a contract is allocated amongst the various
performance obligations based on their relative stand-alone selling prices. The transaction
price for a contract excludes any amounts collected on behalf of third parties.
Revenue is recognized either at a point in time or over time, when we satisfy performance
obligations by transferring the promised goods or services to our customers.
Further details of our revenue and other income recognition policies are as follows:
Sale of Goods
Revenue from sale of goods between us and our customers generally only includes a
performance obligation for the transfer of goods, which is recognized when the performance
obligation has been satisfied at a point in time. Revenue for domestic sale of goods is
recognized when we have delivered the products to the customers in accordance with the
contract terms, and has received acceptance and other proof of receipt from the customers.
Revenue for overseas sale of goods is recognized when we have declared the goods for customs
clearance in accordance with the contract terms, and has obtained a customs clearance or
received acceptance and other proof of receipt from the customers.
FINANCIAL INFORMATION
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We provide after-sale service fee for its goods and makes the respective provisions. We
do not provide any other additional services or after-sale service, therefore, such after-sale
service does not constitute a separate performance obligation.
In order to strengthen customer cooperation and promote product sales, we negotiate sales
rebates with selected customers based on factors including sales volume and market
development, and set purchase targets and other conditions. Once these conditions are met,
corresponding rebates will be provided as agreed upon. Such sale rebate terms are variable
considerations. For the contracts that contain sales rebate, we estimate the amount of
consideration to which we will be entitled using either (a) the expected value or (b) the most
likely amount, depending on which method better predicts the amount of consideration to
which we will be entitled. The expected value is an estimated amount calculated on the basis
of the various possible amounts of consideration that could occur under the sales rebates terms
and their related probabilities. The most likely amount is the single amount that is most likely
to occur in a range of possible amounts of consideration.
Provision of Services
Revenue from provision of services between us and our customers generally include
technical services. If the customers obtain and consume the economic benefits brought by our
performance when we have performed our obligations, we may treat our performance
obligation has been satisfied within a certain period of time and recognize the respective
revenue over time, except for those revenue where the progress of performance cannot be
reasonably determined.
Revenue from provision of services is recognized when we have satisfied the
corresponding performance obligation in accordance with the contract terms, and have received
acceptance and other proof of receipt form the customers.
Dividend Income
Dividend income is recognized when the right to receive payment is established.
Interest Income
Interest income is recognized on a time proportion basis using the effective interest
method. For financial assets measured at amortized cost that are not credit-impaired, the
effective interest rate is applied to the gross carrying amount of the asset. For credit-impaired
financial assets, the effective interest rate is applied to the amortized cost (i.e., gross carrying
amount net of expected credit losses (“ECL”) allowance) of the asset.
FINANCIAL INFORMATION
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Estimation of Impairment of Trade and Bills Receivables and Contract Assets
We make allowances on trade and bills receivables and contract assets based on
assumptions about risk of default and expected loss rates. We use judgment in making these
assumptions and selecting the inputs to the impairment calculation, based on our past history,
existing market conditions as well as forward-looking estimates at the end of each reporting
period. As of December 31, 2022, 2023 and 2024, the aggregate carrying amounts of trade and
bills receivables and contract assets amounted to RMB61.7 billion (net of ECL allowance of
RMB1.8 billion), RMB66.0 billion (net of ECL allowance of RMB2.1 billion) and RMB64.7
billion (net of ECL allowance of RMB2.7 billion), respectively.
The provision of ECL is sensitive to changes in estimates. When the actual future cash
flows are different from expected, such difference will impact the carrying amount of trade and
bills receivables and contract assets, and credit losses in the periods in which such estimate has
been changed.
Impairment of Non-financial Assets (Other than Contract Assets)
The following assets are subject to impairment testing:
 Goodwill arising on acquisition of a subsidiary;
 Intangible assets;
 Property, plant and equipment; and
 Right-of-use assets.
Goodwill and intangible assets with indefinite useful life or those not yet available for use
are tested for impairment at least annually, irrespective of whether there is any indication that
they are impaired. All other assets are tested for impairment whenever there are indications that
the asset’s carrying amount may not be recoverable.
An impairment loss is recognized as an expense immediately for the amount by which the
asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of
fair value, reflecting market conditions less costs of disposal, and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessment of time value of money and the
risk specific to the asset.
For the purposes of assessing impairment, where an asset does not generate cash inflows
largely independent of those from other assets, the recoverable amount is determined for the
smallest group of assets that generate cash inflows independently (i.e., a CGU). As a result,
some assets are tested individually for impairment and some are tested at CGU sub-level.
Corporate assets are allocated to individual CGUs, when a reasonable and consistent basis of
FINANCIAL INFORMATION
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allocation can be identified, or otherwise they are allocated to the smallest group of CGUs for
which a reasonable and consistent allocation basis can be identified. Goodwill in particular is
allocated to those CGUs that are expected to benefit from synergies of the related business
combination and represent the lowest level within the Group at which the goodwill is
monitored for internal management purpose and not be larger than an operating segment.
Impairment losses recognized for CGUs, to which goodwill has been allocated, are
credited initially to the carrying amount of goodwill. Any remaining impairment loss is charged
pro rata to the other assets in the CGU, except that the carrying value of an asset will not be
reduced below its individual fair value less cost of disposal, or value in use, if determinable.
An impairment loss on goodwill is not reversed in subsequent periods. In respect of other
assets, an impairment loss is reversed if there has been a favorable change in the estimates used
to determine the asset’s recoverable amount and only to the extent that the asset’s carrying
amount does not exceed the carrying amount that would have been determined, net of
depreciation or amortization, if no impairment loss had been recognized.
Estimation of Fair Value of Financial Instruments not Traded in an Active Market
The fair value of financial instruments that are not traded in an active market is
determined using valuation techniques. We use our judgment to select a variety of methods and
make assumptions that are mainly based on market conditions existing at the end of each period
during the Track Record Period. For details of the valuation techniques, inputs and key
assumptions used in the determination of the fair value of financial assets at level 3 fair value
hierarchy, see Note 45 to the Accountants’ Report as set out in Appendix I to this prospectus.
Impairment of Property, Plant and Equipment, Intangible Assets with Finite Useful Lives
and Right-of-use Assets
Property, plant and equipment, intangible assets with finite useful lives and right-of-use
assets are stated at costs less accumulated depreciation or amortization and impairment, if any.
In determining whether an asset is impaired, we have to exercise judgment and make
estimation, particularly in assessing: (i) whether an event has occurred or any indicators that
may affect the asset value; (ii) whether the carrying amount of an asset can be supported by
the recoverable amount, in the case of value in use, the net present value of future cash flows
which are estimated based upon the continued use of the asset; and (iii) the appropriate key
assumptions to be applied in estimating the recoverable amount, including cash flow
projections and an appropriate discount rate. When it is not possible to estimate the recoverable
amount of an individual asset (including right-of-use assets), we estimate the recoverable
amount of the CGU to which the assets belongs. Changing the assumptions and estimates,
including the discount rates or the growth rate in the cash flow projections, could materially
affect the net present value used in the impairment test.
FINANCIAL INFORMATION
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As of December 31, 2022, 2023 and 2024, the aggregate carrying amounts of property,
plant and equipment, intangible assets with finite useful lives and right-of-use assets amounted
to RMB137.1 billion (net of impairment losses of RMB0.6 billion), RMB161.1 billion (net of
impairment loss of RMB5.5 billion) and RMB162.2 billion (net of impairment losses of
RMB10.8 billion), respectively.
DESCRIPTION OF SELECTED COMPONENTS OF CONSOLIDATED STATEMENTS
OF PROFIT OR LOSS
The following table sets forth a summary of our consolidated statements of profit or loss
for the years indicated.
For the year ended December 31,
2022 2023 2024
RMB’000
%o f
revenue RMB’000
%o f
revenue RMB’000
%o f
revenue
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118328,593,988 100.0 400,917,045 100.0 362,012,554 100.0
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(270,629,780) (82.4) (323,982,130) (80.8) (273,518,959) (75.6)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,964,208 17.6 76,934,915 19.2 88,493,595 24.4
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,510,453) (4.7) (18,356,108) (4.6) (18,606,756) (5.1)
Administrative and other operating expenses /H1118/H1118(8,103,787) (2.5) (10,526,439) (2.6) (11,952,257) (3.3)
Selling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,519,230) (0.8) (3,042,744) (0.8) (3,562,797) (1.0)
Other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,047,244 2.1 14,883,428 3.7 19,514,964 5.4
Other gains and losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,285,908 0.4 410,724 0.1 15,342 0.0
Impairment losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,973,175) (1.2) (6,107,968) (1.5) (9,295,851) (2.6)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,132,375) (0.6) (3,446,516) (0.9) (3,879,076) (1.1)
Share of results of associates and joint ventures,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,614,517 0.8 3,745,762 0.9 3,743,040 1.0
Profit before income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,672,857 11.2 54,495,054 13.6 64,470,204 17.8
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,215,713) (1.0) (7,153,019) (1.8) (9,175,245) (2.5)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,457,144 10.2 47,342,035 11.8 55,294,959 15.3
Profit for the year attributable to:
Owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,729,164 9.4 44,702,249 11.1 52,032,846 14.4
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,727,980 0.8 2,639,786 0.7 3,262,113 0.9
FINANCIAL INFORMATION
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Revenue
During the Track Record Period, our revenue was derived primarily from EV batteries,
ESS batteries, battery materials and recycling, and battery mineral resources.
The following table sets forth the breakdown of our revenue by product type for the years
indicated.
For the year ended December 31,
2022 2023 2024
RMB’000 % RMB’000 % RMB’000 %
EV batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118236,593,497 72.0 285,252,917 71.2 253,041,337 69.9
ESS batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,980,277 13.7 59,900,522 14.9 57,290,460 15.8
Battery materials and recycling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,031,514 7.9 33,602,284 8.4 28,699,935 7.9
Battery mineral resources /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,508,633 1.4 7,734,151 1.9 5,493,003 1.5
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,480,067 5.0 14,427,171 3.6 17,487,819 4.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118328,593,988 100.0 400,917,045 100.0 362,012,554 100.0
Note:
(1) Primarily including revenue generated from (i) sales of raw materials and scrap materials, and (ii)
provision of research and development services.
The EV batteries we sell primarily include battery cells, battery modules/racks and
battery packs. Our revenue from sales of EV batteries increased by 20.6% from RMB236.6
billion in 2022 to RMB285.3 billion in 2023, primarily driven by the increasing customer
demand for our products. Our revenue from sales of EV batteries decreased by 11.3% from
RMB285.3 billion in 2023 to RMB253.0 billion in 2024, mainly due to a reduction in our
average selling price in response to decrease in the prices of raw materials, including lithium
carbonate, despite increased sales volumes. During the Track Record Period, the sales volume
of our EV batteries continued to grow, primarily attributable to (i) our technological
advantages, economies of scale, and strong customer base in the EV battery sector, and (ii) the
rapid expansion of the NEV industry that drove the sustained growth in global demand for EV
batteries.
FINANCIAL INFORMATION
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Our revenue from sales of ESS batteries increased by 33.2% from RMB45.0 billion in
2022 to RMB59.9 billion in 2023, primarily driven by the increasing customer demand for our
products. Our revenue from sales of ESS batteries decreased by 4.4% from RMB59.9 billion
in 2023 to RMB57.3 billion in 2024, mainly due to a reduction in our average selling price in
response to decrease in the prices of raw materials, including lithium carbonate, despite
increased sales volumes. During the Track Record Period, the sales volume of our ESS
batteries continued to grow, primarily attributable to (i) our technological advantages,
economies of scale, and strong customer base in the ESS battery sector, and (ii) the continuous
robust growth of market demand for ESS batteries, propelled by clean energy transition
initiatives across countries. These initiatives drive the increasing proportion of installed
capacity of wind and solar power, higher requirements for power system flexibility,
advancements in energy storage technology, and declining ESS costs.
The following table sets forth a geographic breakdown of our revenue for the years
indicated.
For the year ended December 31,
2022 2023 2024
RMB’000 % RMB’000 % RMB’000 %
Mainland China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118251,670,828 76.6 269,924,895 67.3 251,677,045 69.5
Other countries/
regions (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876,923,160 23.4 130,992,150 32.7 110,335,509 30.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118328,593,988 100.0 400,917,045 100.0 362,012,554 100.0
Note:
(1) Primarily including revenue from Europe, the U.S. and other countries/regions, among which revenue
from Europe accounted for the largest proportion.
Cost of Sales
Our cost of sales primarily consisted of (i) cost of direct materials for battery production,
primarily including cathode, anode, separator and electrolyte, and (ii) others, including
employee benefits, depreciation and amortization, logistics and transportation expenses and
after-sales service expenses.
FINANCIAL INFORMATION
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The following table sets forth the breakdown of our cost of sales by nature for the years
indicated.
For the year ended December 31,
2022 2023 2024
RMB’000 % RMB’000 % RMB’000 %
Direct materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118226,656,083 83.8 255,662,877 78.9 202,723,479 74.1
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843,973,697 16.2 68,319,253 21.1 70,795,480 25.9
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118270,629,780 100.0 323,982,130 100.0 273,518,959 100.0
During the Track Record Period, our cost of sales primarily consisted of the cost of direct
materials for battery production. Our cost of sales increased by 19.7% from RMB270.6 billion
in 2022 to RMB324.0 billion in 2023, primarily due to increased sales volume, partially offset
by a decline in raw material prices. Our cost of sales decreased by 15.6% from RMB324.0
billion in 2023 to RMB273.5 billion in 2024, primarily due to decrease in the prices of raw
materials, including lithium carbonate, partially offset by the increase in sales volume.
The direct materials in our cost of sales primarily comprise cathode, anode, separator, and
electrolyte. These materials are significantly affected by the prices of metals or commodities
such as lithium, nickel and cobalt. Due to fluctuations in these material prices and market
supply-demand conditions, our material procurement prices and volumes also vary accordingly.
In 2022, 2023 and 2024, our direct materials costs (as part of cost of sales) were
RMB226.7 billion, RMB255.7 billion and RMB202.7 billion, respectively. For illustrative
purposes only, assuming that all other factors affecting our financial performance remain
constant (including assuming that material price fluctuations cannot be passed on to customers
through price adjustment mechanisms), the sensitivity analysis of the impact of fluctuations in
the average price of direct materials being 1% and 5% (the actual average fluctuation may be
smaller as we use various types of materials in our production) on our profit before income tax
during the Track Record Period is as follows:
For the years ended December 31,
2022 2023 2024
(RMB in million)
Fluctuations in the average price of
direct materials
-/+1% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118+/-2,267 +/-2,557 +/-2,027
-/+5% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118+/-11,333 +/-12,783 +/-10,136
FINANCIAL INFORMATION
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The average price fluctuations of direct materials illustrated above only account for
variations in a single factor. Our operating performance is influenced by the interplay of
multiple factors, including continuous supply chain optimization, price adjustment
mechanisms, and commodity hedging. To address material price fluctuations and supply risks,
we take measures in areas such as self-operated mining and production of raw materials,
investment partnerships, and long-term procurement agreements, while continuously
deepening our global supply chain layout and improving our supply chain management system.
Meanwhile, we have included price adjustment mechanisms in our framework sales agreement
or supplementary agreements, giving us flexibility to adjust the pricing of our products when
supply and demand or basic business conditions change. In addition, we engage in commodity
hedging to effectively manage the risks of significant price fluctuations and enhance the
stability and sustainability of our operating performance.
The price of raw materials including lithium carbonate showed a downward trend amid
fluctuations during the Track Record Period. Its impact on our results of operations included:
(i) for revenue, the average selling price of our products was reduced in response to decrease
in the prices of raw materials including lithium carbonate, which in turn affected the growth
rate of our revenue; (ii) for cost of sales, our direct material cost per unit decreased, which was
attributable to the decrease in price of raw materials including lithium carbonate; our direct
materials costs were also affected by the interplay of multiple factors, including continuous
supply chain optimization and technological innovation; and (iii) for gross profit margin, the
average selling price of our battery products was reduced in response to decrease in the cost
of raw materials including lithium carbonate, which, combined with our stable and improving
unit economics, led to the consequent increase of our gross profit margin.
The following table sets forth the breakdown of our cost of sales by product type for the
years indicated.
For the year ended December 31,
2022 2023 2024
RMB’000 % RMB’000 % RMB’000 %
EV batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118203,174,610 75.1 233,547,579 72.1 192,461,282 70.4
ESS batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,698,025 14.3 48,726,092 15.0 41,914,003 15.3
Battery materials and recycling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,506,030 7.6 29,777,745 9.2 25,682,916 9.4
Battery mineral resources /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,956,846 1.5 6,197,890 1.9 5,024,611 1.8
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,294,269 1.6 5,732,824 1.8 8,436,147 3.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118270,629,780 100.0 323,982,130 100.0 273,518,959 100.0
Note:
(1) Primarily including the cost of sales related to (i) sales of raw materials and scrap materials, and (ii)
provision of research and development services.
FINANCIAL INFORMATION
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Gross Profit and Gross Profit Margin
The following table sets forth the breakdown of our gross profit and gross profit margin
by product type for the years indicated.
For the year ended December 31,
2022 2023 2024
Gross profit
Gross
profit
margin Gross profit
Gross
profit
margin Gross profit
Gross
profit
margin
RMB’000 % RMB’000 % RMB’000 %
EV batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,418,887 14.1 51,705,338 18.1 60,580,055 23.9
ESS batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,282,252 14.0 11,174,430 18.7 15,376,457 26.8
Battery materials and recycling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,525,484 21.2 3,824,539 11.4 3,017,019 10.5
Battery mineral resources /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118551,787 12.2 1,536,261 19.9 468,392 8.5
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,185,798 73.9 8,694,347 60.3 9,051,672 51.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,964,208 17.6 76,934,915 19.2 88,493,595 24.4
Our gross profit increased by 32.7% from RMB58.0 billion in 2022 to RMB76.9 billion
in 2023, and further increased by 15.0% to RMB88.5 billion in 2024. Our gross profit margin
increased from 17.6% in 2022 to 19.2% in 2023, and further increased to 24.4% in 2024. Our
gross profit margin showed continued growth during the Track Record Period, mainly
attributable to the increases in gross profit margins for sales of EV batteries and ESS batteries.
The increases in gross profit margins for sales of EV batteries and ESS batteries were
mainly because (i) the unit economics of our battery products remained stable while increasing,
driven by the scaled commercial application of our innovative products, such as Qilin battery
and Shenxing battery, which gained wide customer recognition following their market launch;
and (ii) the average selling price of our battery products was reduced in response to decrease
in the cost of raw materials including lithium carbonate. This, combined with our stable and
improving unit economics, led to the consequent increase of our gross profit margin.
Our gross profit margin for battery materials and recycling business decreased during the
Track Record Period, mainly because the price of lithium carbonate showed a downward trend
amid fluctuations during the Track Record Period, leading to a corresponding decrease in the
prices of raw materials, including cathode materials. As a result, the average selling price of
our battery materials and recycled metal products decreased, leading to a decrease in gross
profit margin for our battery materials and recycling business.
Our gross profit margin for battery mineral resources business showed notable variability,
mainly because the prices of raw materials including lithium and nickel experienced significant
fluctuations during the Track Record Period, leading to changes in the gross profit margin for
our battery mineral resources business.
FINANCIAL INFORMATION
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Research and Development Expenses
Our research and development expenses primarily consisted of employee benefit
expenses and material costs. The following table sets forth the breakdown of our research and
development expenses for the years indicated.
For the year ended December 31,
2022 2023 2024
RMB’000 % RMB’000 % RMB’000 %
Employee benefit expenses /H1118/H11186,139,594 39.6 7,421,248 40.4 7,561,191 40.6
Material costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,364,041 41.0 5,396,630 29.4 5,845,226 31.4
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,006,818 19.4 5,538,230 30.2 5,200,339 27.9
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,510,453 100.0 18,356,108 100.0 18,606,756 100.0
Note:
(1) Primarily including depreciation and amortization costs, development and design expenses, and
administrative and office expenses.
Our research and development expenses as a percentage of our revenue remained stable
during the Track Record Period, accounting for 4.7%, 4.6% and 5.1% of our revenue in 2022,
2023 and 2024, respectively. We pursue iterative innovation in battery materials,
electrochemistry, and system structures, making significant investments in research and
development, with employee benefits for our R&D personnel continuously increasing both in
absolute amount and as a percentage of total research and development expenses.
Administrative and Other Operating Expenses
Our administrative and other operating expenses primarily consisted of employee
benefits, taxes and surcharges, depreciation and amortization costs, and administrative and
office expenses. The following table sets forth the breakdown of our administrative and other
operating expenses for the years indicated.
FINANCIAL INFORMATION
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--- page 270 ---
For the year ended December 31,
2022 2023 2024
RMB’000 % RMB’000 % RMB’000 %
Employee benefit expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,177,011 51.5 4,551,375 43.2 4,707,167 39.4
Taxes and surcharges /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118907,484 11.2 1,695,508 16.1 2,057,466 17.2
Depreciation and amortization costs /H1118/H1118/H1118/H1118/H1118927,730 11.4 1,577,059 15.0 2,059,630 17.2
Administrative and office expenses /H1118/H1118/H1118/H1118/H1118/H1118760,790 9.4 736,399 7.0 1,248,011 10.4
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118178,691 2.2 262,482 2.5 293,558 2.5
Business expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107,078 1.3 184,114 1.7 240,942 2.0
Service fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118217,632 2.7 369,107 3.5 204,953 1.7
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118827,371 10.2 1,150,395 10.9 1,140,530 9.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,103,787 100.0 10,526,439 100.0 11,952,257 100.0
Our administrative and other operating expenses as a percentage of our revenue increased
slightly during the Track Record Period, accounting for 2.5%, 2.6% and 3.3% of our revenue
in 2022, 2023 and 2024, respectively. As our business scale expanded, taxes and surcharges
increased both in absolute amount and as a percentage of administrative and other operating
expenses, while we remained focused on the continuous optimization of our administrative and
other operating expenses.
Selling Expenses
Our selling expenses primarily consisted of employee benefit expenses, as well as
administrative and office expenses. In 2022, 2023 and 2024, our selling expenses amounted to
RMB2.5 billion, RMB3.0 billion and RMB3.6 billion, respectively.
Our selling expenses as a percentage of our revenue remained stable during the Track
Record Period, accounting for 0.8%, 0.8% and 1.0% of our revenue in 2022, 2023 and 2024,
respectively.
Other Income
Our other income primarily consisted of interest income. Our other income increased
from RMB7.0 billion in 2022 to RMB14.9 billion in 2023, and further increased to RMB19.5
billion in 2024.
FINANCIAL INFORMATION
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Other Gains and Losses, Net
The following table sets forth a breakdown of our net other gains and losses for the years
indicated.
For the year ended December 31,
2022 2023 2024
RMB’000
Fair value gains on financial assets at
fair value through profit or loss
(“FVTPL”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118400,241 46,270 664,223
Loss on disposal of property, plant and
equipment, right-of-use assets and
intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(43,252) (38,574) (238,169)
Gains on disposal/deemed disposal of
investments in subsidiaries, associates
and joint ventures, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118354,947 328,073 1,695,808
Interest income from financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,937 26,759 179,608
Losses from derecognition of financial
assets at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(530,397) (636,725) (396,983)
Net foreign exchange gains/(losses) /H1118/H1118/H1118/H11181,162,628 421,518 (1,287,050)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(111,196) 263,403 (602,095)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,285,908 410,724 15,342
Impairment Losses
During the Track Record Period, our impairment losses were primarily related to
inventories, property, plant and equipment, intangible assets, and trade and other receivables.
In 2022, 2023 and 2024, our impairment losses amounted to RMB4.0 billion, RMB6.1 billion
and RMB9.3 billion, respectively.
FINANCIAL INFORMATION
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Finance Costs
Our finance costs primarily consisted of interest expense on borrowings.
The following table sets forth the breakdown of our finance costs for the years indicated.
For the year ended December 31,
2022 2023 2024
RMB’000
Interest expense on borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H11182,167,340 3,720,103 4,088,479
Interest expense on lease liabilities /H1118/H1118/H1118/H111827,977 17,783 60,706
2,195,317 3,737,886 4,149,185
Less: interest capitalized /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(62,942) (291,370) (270,109)
2,132,375 3,446,516 3,879,076
Share of Results of Associates and Joint Ventures, Net
Our net share of results of associates and joint ventures primarily represented our share
of profits or losses from long-term investments in associates and joint ventures. We recorded
share of net results of associates and joint ventures of RMB2.6 billion, RMB3.7 billion and
RMB3.7 billion in 2022, 2023 and 2024, respectively. For details of the associates and joint
ventures we invested in during the Track Record Period, see Note 20 to the Accountants’
Report as set out in Appendix I to this prospectus.
Income Tax Expense
Our income tax primarily consisted of current income tax and deferred income tax. In
2022, 2023 and 2024, we recorded income tax expenses of RMB3.2 billion, RMB7.2 billion
and RMB9.2 billion, respectively. We are subject to different tax rates in different jurisdictions.
Pursuant to the existing legislation, interpretations and practices, the income tax
provision of some of our entities in mainland China was calculated at the statutory tax rate of
25% on the estimated assessable profits during the Track Record Period. Several of our
subsidiaries in mainland China qualified as high-tech enterprises, and several subsidiaries’
operations fell within the scope of China’s Western Development Program. Accordingly, they
enjoyed a preferential income tax rate of 15% for the Track Record Period. Pursuant to the
relevant laws and regulations, one of our subsidiaries in mainland China qualified as a key
software enterprise encouraged by the state. This subsidiary is entitled to an enterprise income
tax exemption for its first five profitable years, and will be taxed at 10% starting from the sixth
year. This subsidiary first recorded profit in 2022.
FINANCIAL INFORMATION
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The provision for Hong Kong profits tax is generally calculated at 16.5% of the estimated
assessable profits. Taxation for our overseas subsidiaries is calculated at the tax rates
prevailing in the relevant jurisdictions, among which the income tax rates of the subsidiaries
in Germany and Hungary are 30.175% to 32.975% and 11.3%, respectively.
During the Track Record Period and up to the Latest Practicable Date, we did not have
any disputes or unresolved tax issues with the relevant tax authorities which may have a
material adverse impact on our business, financial position and results of operations.
Profits for the Y ear
We recorded a profit of RMB33.5 billion, RMB47.3 billion and RMB55.3 billion in 2022,
2023 and 2024, respectively.
YEAR-TO-YEAR COMPARISON OF RESULTS OF OPERATIONS
Y ear Ended December 31, 2024 Compared to Y ear Ended December 31, 2023
Revenue
Our revenue decreased by 9.7% from RMB400.9 billion in 2023 to RMB362.0 billion in
2024. This decrease was primarily due to a reduction in our average selling price in response
to decrease in the prices of raw materials, despite sales volume growth in both EV batteries and
ESS batteries.
Our revenue generated from sales of EV batteries decreased by 11.3% from RMB285.3
billion in 2023 to RMB253.0 billion in 2024. This decrease was mainly due to a reduction in
our average selling price in response to decrease in the prices of raw materials, including
lithium carbonate, despite the increased sales volume of our EV batteries.
Our revenue generated from sales of ESS batteries decreased by 4.4% from RMB59.9
billion in 2023 to RMB57.3 billion in 2024. This decrease was mainly due to a reduction in our
average selling price in response to decrease in the prices of raw materials, including lithium
carbonate, despite the increased sales volume of our ESS batteries.
Cost of Sales
Our cost of sales decreased by 15.6% from RMB324.0 billion in 2023 to RMB273.5
billion in 2024, primarily due to the decrease in the prices of raw materials, including lithium
carbonate, partially offset by the growth in our sales volume.
FINANCIAL INFORMATION
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Gross Profit and Gross Profit Margin
Our gross profit increased by 15.0% from RMB76.9 billion in 2023 to RMB88.5 billion
in 2024. Our gross profit margin increased from 19.2% in 2023 to 24.4% in 2024, mainly due
to the increase in the gross profit margin for sales of EV batteries and ESS batteries.
Our gross profit for sales of EV batteries increased by 17.2% from RMB51.7 billion in
2023 to RMB60.6 billion in 2024, and our gross profit margin increased from 18.1% to 23.9%
for the same year. Our gross profit for sales of ESS batteries increased by 37.6% from
RMB11.2 billion in 2023 to RMB15.4 billion in 2024, and our gross profit margin increased
from 18.7% to 26.8% for the same year. The increase in the gross profit margin for sales of EV
batteries and ESS batteries was mainly because (i) the unit economics of our batteries remained
stable despite a decrease in average selling price, driven by the competitive strengths of our
innovative products; and (ii) the average selling price of our batteries was reduced in response
to decrease in the prices of raw materials including lithium carbonate, which, combined with
stable unit economics, drove an increase in gross profit margin.
The decrease in our gross profit margin for battery materials and recycling business was
mainly because the price of lithium carbonate showed a downward trend amid fluctuations,
leading to a corresponding decrease in the prices of raw materials, including cathode materials.
As a result, the average selling price of our battery materials and recycled metal products
decreased, leading to a decrease in gross profit margin for our battery materials and recycling
business.
The decrease in our gross profit margin for battery mineral resources business was mainly
because the prices of raw materials including lithium and nickel decreased from 2023 to 2024,
leading to a decrease in the gross profit margin for our battery mineral resources business.
Research and Development Expenses
Our research and development expenses increased from RMB18.4 billion in 2023 to
RMB18.6 billion in 2024, primarily due to the increased material costs related to R&D
activities as we continued to increase our investment in R&D, partially offset by declined
prices for raw materials related to R&D activities.
Administrative and Other Operating Expenses
Our administrative and other operating expenses increased from RMB10.5 billion in 2023
to RMB12.0 billion in 2024, primarily due to an increase in administrative and office expenses,
depreciation and amortization cost, and taxes and surcharges as we expanded our business.
FINANCIAL INFORMATION
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Selling Expenses
Our selling expenses increased from RMB3.0 billion in 2023 to RMB3.6 billion in 2024,
primarily due to our business expansion and enhanced brand building efforts.
Other Income
Our other income increased from RMB14.9 billion in 2023 to RMB19.5 billion in 2024,
primarily due to increased interest income as a result of an increase in bank deposit balance.
Other Gains and Losses, Net
We recorded net other gains of RMB0.4 billion and RMB15.3 million in 2023 and 2024,
respectively, primarily due to a decrease in net foreign exchange gain.
Impairment Losses
Our impairment losses increased from RMB6.1 billion in 2023 to RMB9.3 billion in
2024, primarily due to an increase in impairment related to our inventories.
Finance Costs
Our finance costs increased from RMB3.4 billion in 2023 to RMB3.9 billion in 2024,
primarily due to higher interest expenses from increased borrowings in line with our business
expansion.
Share of Results of Associates and Joint V entures, Net
Our net share of results of associates and joint ventures remained stable at RMB3.7
billion and RMB3.7 billion in 2023 and 2024, respectively.
Income Tax Expenses
Our income tax expense increased from RMB7.2 billion in 2023 to RMB9.2 billion in
2024, primarily reflecting the growth in our profit before tax.
Profit for the Y ear
As a result of the foregoing, our profit for the year increased by 16.8% from RMB47.3
billion in 2023 to RMB55.3 billion in 2024. Our net profit margin was 11.8% and 15.3% in
2023 and 2024, respectively.
FINANCIAL INFORMATION
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--- page 276 ---
Y ear Ended December 31, 2023 Compared to Y ear Ended December 31, 2022
Revenue
Our revenue increased by 22.0% from RMB328.6 billion in 2022 to RMB400.9 billion in
2023, primarily due to the continuous sales volume growth of our EV batteries and ESS
batteries, partially offset by a decrease in our average selling price.
Our revenue generated from sales of EV batteries increased by 20.6% from RMB236.6
billion in 2022 to RMB285.3 billion in 2023. Such increase was primarily attributable to the
growth in sales volume driven by increasing demand for our EV batteries, partially offset by
lower average selling price of our EV batteries.
Our revenue generated from sales of ESS batteries increased by 33.2% from RMB45.0
billion in 2022 to RMB59.9 billion in 2023. Such increase was primarily attributable to robust
sales volume growth of our ESS batteries, partially offset by lower average selling price of our
ESS batteries.
Cost of Sales
Our cost of sales increased by 19.7% from RMB270.6 billion in 2022 to RMB324.0
billion in 2023, primarily reflecting the increase in sales volume of our products, partially
offset by a decline in raw material prices.
Gross Profit and Gross Profit Margin
Our gross profit increased by 32.7% from RMB58.0 billion in 2022 to RMB76.9 billion
in 2023. Our gross profit margin increased from 17.6% in 2022 to 19.2% in 2023, mainly due
to the increase in the gross profit margin for sales of EV batteries and ESS batteries.
Our gross profit for sales of EV batteries increased by 54.7% from RMB33.4 billion in
2022 to RMB51.7 billion in 2023, and our gross profit margin increased from 14.1% to 18.1%
for the same period. Our gross profit for sales of ESS batteries increased by 77.9% from
RMB6.3 billion in 2022 to RMB11.2 billion in 2023, and our gross profit margin increased
from 14.0% to 18.7% for the same period. The increase in the gross profit margin for sales of
EV batteries and ESS batteries was mainly because (i) the unit economics of our batteries
improved despite a decrease in average selling price, driven by the competitive strengths of our
innovative products; and (ii) the average selling price of our batteries was reduced in response
to decrease in the prices of raw materials including lithium carbonate, which, combined with
improving unit economics, drove an increase in gross profit margin.
FINANCIAL INFORMATION
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The decrease in our gross profit margin for battery materials and recycling business was
mainly because the price of raw materials including lithium carbonate showed a downward
trend amid fluctuations, leading to a corresponding decrease in the prices of battery materials,
including cathode materials. As a result, the average selling price of our battery materials and
products of recycling business decreased, leading to a decrease in gross profit margin for our
battery materials and recycling business.
The increase in our gross profit margin for battery mineral resources business was mainly
because some of our self-operated lithium mines commenced production in 2023, which had
a relatively higher gross profit margin than existing battery mineral resources business based
on the price of lithium carbonate during the year, resulting in an increase in the gross profit
margin of our battery mineral resources business.
Research and Development Expenses
Our research and development expenses increased from RMB15.5 billion in 2022 to
RMB18.4 billion in 2023, primarily because we increased our R&D investments.
Administrative and Other Operating Expenses
Our administrative and other operating expenses increased from RMB8.1 billion in 2022
to RMB10.5 billion in 2023, primarily due to increased taxes and surcharges in line with our
business growth.
Selling Expenses
Our selling expenses increased from RMB2.5 billion in 2022 to RMB3.0 billion in 2023,
which was generally in line with our revenue growth.
Other Income
Our other income increased from RMB7.0 billion in 2022 to RMB14.9 billion in 2023,
primarily attributable to higher interest income as a result of an increase in our bank deposit
balance.
Other Gains and Losses, Net
We recognized net other gains of RMB1.3 billion and RMB0.4 billion in 2022 and 2023,
respectively. The decrease was primarily due to a decrease in our net foreign exchange gain.
FINANCIAL INFORMATION
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Impairment Losses
Our impairment losses increased from RMB4.0 billion in 2022 to RMB6.1 billion in
2023, primarily due to an increase in impairment losses related to our property, plant and
equipment and intangible assets, primarily in relation to the upgrades or adjustments made to
certain machinery, partially offset by a decrease in impairment losses on inventories.
Finance Costs
Our finance costs increased from RMB2.1 billion in 2022 to RMB3.4 billion in 2023,
primarily due to higher interest expenses from increased borrowings in line with our business
expansion.
Share of Results of Associates and Joint V entures, Net
Our net share of results of associates and joint ventures increased from RMB2.6 billion
in 2022 to RMB3.7 billion in 2023, mainly because the number of our associates and joint
ventures increased.
Income Tax Expense
Our income tax expense amounted to RMB3.2 billion in 2022 and RMB7.2 billion in
2023, primarily reflecting the growth in our profit before tax.
Profit for the Y ear
As a result of the foregoing, our profit for the year increased by 41.5% from RMB33.5
billion in 2022 to RMB47.3 billion in 2023. Our net profit margin was 10.2% and 11.8% in
2022 and 2023, respectively.
FINANCIAL INFORMATION
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DISCUSSION OF CERTAIN KEY ITEMS OF CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
The following table sets forth a breakdown of our consolidated statements of financial
position as of the dates indicated.
As of December 31,
2022 2023 2024
RMB’000
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,763,261 145,095,647 146,937,736
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,475,065 9,016,403 10,003,361
Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118704,065 707,882 894,757
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,914,033 7,037,407 5,306,438
Investments in associates and joint
ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,595,207 50,027,694 54,791,525
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,645,307 2,816,190 3,135,658
Financial assets at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,491,264 14,128,318 11,900,901
Prepayments, deposits and other assets /H1118 25,145,633 21,154,913 19,426,825
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,483,660 17,395,585 24,118,834
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118213,217,495 267,380,039 276,516,035
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876,668,899 45,433,890 59,835,533
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,492,601 65,772,258 64,265,913
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118174,863 233,964 400,626
Prepayments, deposits and other assets /H1118 37,735,999 21,339,971 19,804,706
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,981,328 7,767 14,282,253
Financial assets at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,965,715 55,289,319 53,309,701
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118575,638 – –
Bank balances, deposits and cash /H1118/H1118/H1118/H1118/H1118190,139,815 261,710,833 298,243,356
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118387,734,858 449,788,002 510,142,088
Current liabilities
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118191,747,512 167,825,751 179,476,484
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,444,785 23,982,352 27,834,446
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,704,573 58,963,987 57,141,230
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,534,521 22,059,847 42,373,738
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113,106 106,299 182,379
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118– 3,941,410 2,116,017
Income tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,216,924 10,121,425 8,047,240
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118295,761,421 287,001,071 317,171,534
FINANCIAL INFORMATION
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As of December 31,
2022 2023 2024
RMB’000
Non-current liabilities
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,966,702 46,866,869 22,197,549
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,910,284 6,093,840 5,400,795
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,327,247 104,035,996 94,611,079
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118572,350 283,296 662,814
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,807,813 1,364,906 1,231,236
Provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,697,375 51,638,913 71,926,943
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,281,771 210,283,820 196,030,416
Property, Plant and Equipment
Our property, plant and equipment mainly consisted of machinery, properties and
buildings, and construction in progress. The following table sets forth a breakdown of our
property, plant and equipment as of the dates indicated.
As of December 31,
2022 2023 2024
RMB’000
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,981,089 60,149,929 51,794,473
Properties and buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,683,496 52,654,217 56,522,165
Construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,397,651 25,011,907 29,754,703
Exterior facilities and others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,294,776 4,695,780 4,593,980
Special equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118178,047 1,289,463 2,953,344
Electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,057,767 1,036,339 993,923
Transportation equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111898,286 102,201 169,534
Other equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,149 155,811 155,614
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,763,261 145,095,647 146,937,736
Our property, plant and equipment amounted to RMB126.8 billion, RMB145.1 billion and
RMB146.9 billion as of December 31, 2022, 2023 and 2024, respectively. Our property, plant
and equipment increased from RMB126.8 billion as of December 31, 2022 to RMB145.1
billion as of December 31, 2023, primarily attributable to an increase in properties and
buildings of RMB20.0 billion, which reflected the expansion of our production capacity to
meet customer demand. Our property, plant and equipment amounted to RMB146.9 billion as
of December 31, 2024 and remained stable as compared to December 31, 2023.
FINANCIAL INFORMATION
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Intangible Assets
Our intangible assets primarily consisted of patent rights and non-patented technologies,
software, mining and exploration rights, as well as trademarks and domain names. Our
intangible assets increased from RMB1.9 billion as of December 31, 2022 to RMB7.0 billion
as of December 31, 2023, primarily because we newly acquired certain mining rights. Our
intangible assets decreased to RMB5.3 billion as of December 31, 2024, primarily related to
the impairment of certain mining rights.
Investments in Associates and Joint Ventures
We have invested in a number of associates and joint ventures. As of December 31, 2022,
2023 and 2024, our investments in associates and joint ventures amounted to RMB17.6 billion,
RMB50.0 billion and RMB54.8 billion, respectively.
Financial Assets at FVTPL
The following table sets forth the details of our financial assets at FVTPL as of the dates
indicated.
As of December 31,
2022 2023 2024
RMB’000
Non-current
– Equity investments at fair value /H1118/H1118/H1118/H1118/H11182,645,307 2,816,190 3,135,658
Current
– Wealth management products and
structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,981,328 7,767 14,282,253
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,626,635 2,823,957 17,417,911
Our financial assets at FVTPL as of December 31, 2022, 2023 and 2024 amounted to
RMB4.6 billion, RMB2.8 billion and RMB17.4 billion, respectively, primarily reflecting our
purchase and disposal of wealth management products and structured deposits.
Our assets subject to Level 3 fair value measurement mainly included equity investment
in unlisted entities at FVTPL and equity investment in unlisted entities at FVTOCI. These
assets and liabilities were measured mainly using market approach, net asset approach and
consensus pricing. For the assumptions utilized in our Level 3 fair value measurement, see
Note 45 to the Accountants’ Report as set out in Appendix I to this prospectus.
FINANCIAL INFORMATION
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We have established management systems that specify the approval authority, information
disclosure, authorization management, operation processes, financial accounting, supervision
and risk control procedures of our wealth management activities, so as to standardize our
financial product investments. The types of wealth management products we choose are
low-risk products with high safety and good liquidity. Adhering to prudent investment
principles, we conduct investment activities with an aim to improve capital utilization
efficiency and investment returns on cash assets. Our finance department manages our wealth
management portfolio, primarily including the preparation of our annual wealth management
plan, handling wealth management products, and conducting daily management and accounting
procedures. Our internal audit department maintains daily oversight of wealth management
products, including full-process audits, reviewing the approval, implementation, and
performance of wealth management products. It ensures timely processing and verification of
accounting records by the finance department, with timely reporting to senior management. In
addition, we adhere to all applicable laws, regulations, and management policies regarding the
proper disclosure of investment information.
Following the Listing, our investments in financial products will be conducted in
accordance with the provisions of Chapter 14 of the Listing Rules.
Financial Assets at FVTOCI
The following table sets forth the details of our financial assets at FVTOCI as of the dates
indicated.
As of December 31,
2022 2023 2024
RMB’000
Non-current
– Equity investments at fair value /H1118/H1118/H1118/H1118/H111820,491,264 14,128,318 11,900,901
Current
– Trade and bills receivables measured
at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,965,715 55,289,319 53,309,701
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,456,979 69,417,637 65,210,602
The non-current portion of our financial assets at FVTOCI consisted of equity
investments which are not held for trading. Our equity investments primarily included our
investments in the equity of certain companies that are not traded on the open market. Such
investments were classified as financial assets at FVTOCI with Level 3 fair value
measurement. For details, see “— Financial Assets at FVTPL.” The current portion of our
financial assets at FVTOCI represented trade and bills receivables measured at FVTOCI.
FINANCIAL INFORMATION
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Our financial assets at FVTOCI were RMB39.5 billion, RMB69.4 billion and RMB65.2
billion as of December 31, 2022, 2023 and 2024, respectively. The increase in our financial
assets at FVTOCI from December 31, 2022 to December 31, 2023 was primarily due to an
increase in receivables measured at FVTOCI as a result of an increase in our revenue. The
decrease in our financial assets at FVTOCI as of December 31, 2024 was primarily due to a
decrease in bills receivable from our customers for settlement of goods.
Prepayments, Deposits and Other Assets
The following table sets forth the details of our prepayments, deposits and other assets as
of the dates indicated.
As of December 31,
2022 2023 2024
RMB’000
Non-current
Prepayment on construction and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,766,627 8,077,426 8,910,741
Deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,913,875 8,779,715 8,504,151
Prepayment for inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,097,041 3,170,453 1,732,644
Finance lease receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,316 9,840 151,342
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,323,774 1,117,479 127,947
25,145,633 21,154,913 19,426,825
Current
Deposits and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,792,816 3,648,556 2,590,956
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,843,284 6,962,873 5,969,685
Other tax receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,360,316 7,863,809 6,199,640
Interest receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118903,595 2,595,682 5,268,637
Finance lease receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118403,712 56,828 72,972
Prepaid corporate income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118360,193 349,675 37,804
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118186,519 72,540 49,021
Less: ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(114,436) (209,992) (384,009)
37,735,999 21,339,971 19,804,706
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,881,632 42,494,884 39,231,531
The non-current portion of our prepayments, deposits and other assets remained stable at
RMB25.1 billion, RMB21.2 billion and RMB19.4 billion as of December 31, 2022, 2023 and
2024, respectively.
FINANCIAL INFORMATION
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The current portion of our prepayments, deposits and other assets decreased from
RMB37.7 billion as of December 31, 2022 to RMB21.3 billion as of December 31, 2023, and
further decreased to RMB19.8 billion as of December 31, 2024, primarily due to reduced
prepayments and deposits in accordance with business needs.
Deferred Tax Assets
Our deferred tax assets increased from RMB9.5 billion as of December 31, 2022 to
RMB17.4 billion as of December 31, 2023, and further increased to RMB24.1 billion as of
December 31, 2024, primarily reflecting a temporary difference between the recognition of
amortization and depreciation and the recognition of the corresponding tax losses.
Inventories
Our inventories primarily consisted of finished goods, work in progress, raw materials
and costs to fulfil a contract. The following table sets forth details of our inventories as of the
dates indicated.
As of December 31,
2022 2023 2024
RMB’000
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,504,149 33,609,112 38,994,567
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,716,914 10,080,744 11,788,174
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,196,430 5,055,901 11,427,292
Costs to fulfil a contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,317,956 1,271,307 3,684,683
81,735,449 50,017,064 65,894,716
Less: provision for impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,066,550) (4,583,174) (6,059,183)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876,668,899 45,433,890 59,835,533
Our inventories decreased from RMB76.7 billion as of December 31, 2022 to RMB45.4
billion as of December 31, 2023 despite increasing sales volumes, primarily because (i) we
continued to strengthen inventory turnover and optimize inventory management, and (ii) the
prices of certain raw materials declined. Our inventories increased from RMB45.4 billion as of
December 31, 2023 to RMB59.8 billion as of December 31, 2024, primarily resulting from our
higher production and sales volumes.
As of December 31, 2022, 2023 and 2024, our costs to fulfill a contract were RMB1.3
billion, RMB1.3 billion and RMB3.7 billion, respectively, which primarily related to sales of
specialized equipment capacity, transportation costs, storage fees, and tariffs related to the
shipment of goods.
FINANCIAL INFORMATION
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The following is an aging analysis of our inventories as of the dates indicated.
As of December 31,
2022 2023 2024
RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881,514,230 48,277,010 63,791,866
Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118221,219 1,740,054 2,102,850
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881,735,449 50,017,064 65,894,716
The following table sets forth our inventory turnover days for the years indicated.
For the year ended December 31,
2022 2023 2024
Inventory turnover days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878.8 68.8 70.2
Note:
(1) Inventory turnover days are calculated as the average of the beginning and ending balance of inventories
for the year divided by the cost of sales for that year and multiplied by 365 days.
Our inventory turnover days were 78.8 days, 68.8 days and 70.2 days in 2022, 2023 and
2024, respectively. The decrease in our inventory turnover days from 2022 to 2023 was
primarily because we strengthened inventory turnover and optimized inventory management.
Our inventory turnover days remained stable in 2024 as compared to 2023.
As of March 31, 2025, we had utilized 84.3%, or RMB55.6 billion, of our inventories as
of December 31, 2024.
FINANCIAL INFORMATION
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Trade and Bills Receivables
Our trade and bills receivables primarily consisted of outstanding amounts payable by
third parties and related parties.
The following table sets forth details of our trade and bills receivables as of the dates
indicated.
As of December 31,
2022 2023 2024
RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,797,036 66,065,457 66,776,402
Less: ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,830,519) (2,044,923) (2,640,892)
Trade receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,966,517 64,020,534 64,135,510
Bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,526,084 1,751,724 130,403
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,492,601 65,772,258 64,265,913
Our trade and bills receivables increased from RMB61.5 billion as of December 31, 2022
to RMB65.8 billion as of December 31, 2023. Our trade and bills receivables amounted to
RMB64.3 billion as of December 31, 2024.
The credit period granted to our customers was generally within 60 days during the Track
Record Period. The following is an aging analysis of our trade receivables, based on the date
of revenue recognition, net of ECL allowance, as of the dates indicated.
As of December 31,
2022 2023 2024
RMB’000
Within 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,359,623 59,991,749 59,868,001
Over 3 months but within 1 year /H1118/H1118/H1118/H1118/H1118/H11184,541,406 3,448,307 3,850,339
Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865,488 580,478 417,170
Trade receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,966,517 64,020,534 64,135,510
FINANCIAL INFORMATION
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The following table sets forth our trade and bills receivables turnover days for the years
indicated.
For the year ended December 31,
2022 2023 2024
Trade and bills receivables turnover
days(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848.2 57.9 65.6
Note:
(1) Calculated as the average of the beginning and ending balance of trade and bills receivables for the year
divided by the revenue for that year and multiplied by 365 days.
Our trade and bills receivables turnover days were 48.2 days, 57.9 days and 65.6 days for
the years ended December 31, 2022, 2023 and 2024. Our trade and bills receivables turnover
days increased from 48.2 days in 2022 to 57.9 days in 2023, primarily because the increase in
revenue from 2022 to 2023 was slower than the increase in the average of the beginning and
ending balance of trade and bills receivables over the same period. Our trade and bills
receivables turnover days further increased to 65.6 days in 2024, mainly due to the decrease
in revenue from 2023 to 2024, while the average of the beginning and ending balance of trade
and bills receivables increased over the same period.
As of March 31, 2025, RMB58.2 billion, or 87.2% of our trade receivables as of
December 31, 2024 had been settled.
Bank Balances, Deposits and Cash
Our bank balances, deposits and cash consisted of cash and cash equivalents as well as
time deposits and restricted funds.
As of December 31, 2022, 2023 and 2024, our bank balances, deposits and cash amounted
to RMB190.1 billion, RMB261.7 billion and RMB298.2 billion, respectively.
Trade and Bills Payables
Our trade and bills payables primarily related to the purchase of raw materials and
equipment.
FINANCIAL INFORMATION
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The following table sets forth details of our trade and bills payables as of the dates
indicated.
As of December 31,
2022 2023 2024
RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865,518,044 90,310,810 112,120,161
Bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,229,468 77,514,941 67,356,323
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118191,747,512 167,825,751 179,476,484
Our trade and bills payables decreased from RMB191.7 billion as of December 31, 2022
to RMB167.8 billion as of December 31, 2023, primarily attributable to the settlement of bills
payables due and a decrease in the issuance of new bills, which was partially offset by an
increase in trade payables. Our trade and bills payables amounted to RMB179.5 billion as of
December 31, 2024, representing an increase from December 31, 2023, primarily due to an
increase in trade payables, partially offset by a decrease in bills payables.
The credit period granted by our suppliers was generally within 90 days during the Track
Record Period. As of the end of each year of the Track Record Period, there were no significant
trade payables aged over one year based on invoice date. As of the end of each year during the
Track Record Period, no matured bills payable were unpaid.
As of March 31, 2025, RMB46.9 billion, or 41.9% of our trade payables as of December
31, 2024 had been settled.
Contract Liabilities
Our contract liabilities refer to the obligation to transfer goods to customers in
consideration of payments received or receivable from customers, primarily representing
prepayments from customers. Contract liabilities are incurred when the payment schedule
agreed under the contract is ahead of the performance of contract obligations. Our contract
liabilities remained stable at RMB29.4 billion, RMB30.1 billion and RMB33.2 billion as of
December 31, 2022, 2023 and 2024, respectively.
FINANCIAL INFORMATION
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Other Payables and Accruals
Our other payables and accruals mainly include deferred income, construction and
equipment payables and employee benefits payables. The following table sets forth details of
our other payables and accruals as of the dates indicated.
As of December 31,
2022 2023 2024
RMB’000
Non-current
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,966,702 21,448,987 22,041,069
Premium payables on acquiring
mining right /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 170,256 156,480
Redemption liability /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 25,247,626 –
19,966,702 46,866,869 22,197,549
Current
Construction and equipment payables /H1118/H111829,016,932 26,727,963 18,857,247
Employee benefits payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,476,018 14,846,251 18,653,079
Deposits received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,055,298 8,763,865 4,478,969
Other tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,197,550 3,712,029 3,447,398
Accrued expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,077,310 3,258,954 4,541,876
Dividend payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,320 29,916 5,400,161
Premium payables on acquiring mining
right /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 23,740 21,582
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,873,145 1,601,269 1,740,918
55,704,573 58,963,987 57,141,230
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875,671,275 105,830,856 79,338,779
The non-current portion of our other payables and accruals increased from RMB20.0
billion as of December 31, 2022 to RMB46.9 billion as of December 31, 2023, then decreased
to RMB22.2 billion as of December 31, 2024. This fluctuation was primarily because we
recorded redemption liability of RMB25.2 billion as of December 31, 2023 due to minority
shareholders of our subsidiaries holding put-back rights pursuant to the relevant agreements.
The current portion of our other payables and accruals remained stable at RMB55.7
billion, RMB59.0 billion and RMB57.1 billion as of December 31, 2022, 2023 and 2024,
respectively.
FINANCIAL INFORMATION
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Derivative Financial Instruments
Our derivative financial instruments mainly include commodity price risk contracts and
foreign exchange risk contracts, primarily using options, futures and forward contracts as
trading instruments. Our main products, EV batteries and ESS batteries, require raw materials
such as nickel, lithium, aluminum, copper, and cobalt in production operations. We conduct
commodity hedging activities to effectively manage the risks of significant price fluctuations
of such raw materials and enhance the stability and sustainability of our operating
performance. In addition, as our overseas business continues to expand, the demand for
settlement in foreign currencies continues to increase. To better reduce and prevent exchange
rate or interest rate risks relating to overseas businesses and to enhance our financial stability,
we engage in foreign exchange hedging activities accordingly. During the Track Record Period,
our commodity price risk contracts and foreign exchange risk contracts, after offsetting spot
gains and losses, generally achieved the expected risk management objectives.
We have established a sound management system for our hedging activities and a
comprehensive internal control policy. Our management system clearly stipulate the approval
authority, organizational structure and responsibilities, authorization management, execution
processes and risk control procedures for hedging activities. To further strengthen our
management of hedging of futures, forward contracts and other derivative products, enhance
and optimize the operational procedures of offshore futures, forward contracts and other
derivative products, and ensure the achievement of our production and operational objectives,
we have set up a leading group, a working group and a risk control group. We are supported
by professionals in investment decision-making, business operation and risk control, with
well-defined duties and responsibilities.
As of December 31, 2022, 2023 and 2024, our derivative financial instruments recorded
as current assets amounted to RMB0.6 billion, nil and nil, respectively. As of the same dates,
our derivative financial instruments recorded as current liabilities amounted to nil, RMB3.9
billion and RMB2.1 billion, respectively.
Provisions
Our provisions primarily consisted of after-sale service fees and sale rebates. We
undertake the maintenance obligation of the battery products sold within the warranty period.
Our provisions increased from RMB19.7 billion as of December 31, 2022 to RMB51.6 billion
as of December 31, 2023, and further increased to RMB71.9 billion as of December 31, 2024
mainly due to an increase in potential after-sales service obligations and sale rebates resulting
from higher sales volume. Our provision for after-sale service fee is best estimated based on
the cumulative sales volume of battery products within warranty period, estimated unit
maintenance costs, expected maintenance rates, and other factors. During the Track Record
Period, due to our expanded sales, the total anticipated after-sales service fees under warranty
agreements increased. Taking into consideration factors including market conditions and sales
volume, and after negotiating with customers, we enter into sales rebates agreements with
selected customers and make corresponding provisions for sales rebates. Our policies of
FINANCIAL INFORMATION
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making provisions for sales rebates are consistent with market practices. During the Track
Record Period, our provisions for sales rebates increased, primarily due to the increased sales
rebates provided to customers, which were adjusted after negotiating with customers from time
to time and taking into consideration various factors including the growth of sales volume,
deepened cooperation with customers, establishment of long-term strategic relationships and
market development.
LIQUIDITY AND CAPITAL RESOURCES
Our primary uses of cash during the Track Record Period were to fund the construction
of our manufacturing bases, product research and development, among other working capital
needs. Historically, we have financed our operations and other capital requirements primarily
through cash generated from our business operations, bank borrowings, debt financing and
equity financing.
Our anticipated cash needs primarily relate to our business operations, expansion of
production capacity, and product research and development. We expect to fund our future
working capital and other cash requirements primarily with cash generated from our
operations, bank borrowings and other financing activities (including the net proceeds from the
Global Offering).
As of March 31, 2025, the latest practicable date for determining our indebtedness, we
had cash and cash equivalent of RMB286.3 billion. As of the same date, we had unutilized
banking facilities of RMB329.5 billion. Taking into account our internal resources, our cash
flow from operating activities and the estimated net proceeds from the Global Offering, our
Directors believe that the working capital available to us is sufficient at present and for at least
the next 12 months from the date of this prospectus.
FINANCIAL INFORMATION
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Net Current Assets
The following table sets forth a summary of our current assets and liabilities as of the
dates indicated:
As of December 31, As of
March 31,
20252022 2023 2024
RMB’000
(Unaudited)
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876,668,899 45,433,890 59,835,533 65,639,666
Trade and bills receivables /H1118/H111861,492,601 65,772,258 64,265,913 60,350,906
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118174,863 233,964 400,626 261,473
Prepayments, deposits and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,735,999 21,339,971 19,804,706 23,478,787
Financial assets at FVTPL /H1118/H1118/H11181,981,328 7,767 14,282,253 21,421,660
Financial assets at FVTOCI /H1118/H111818,965,715 55,289,319 53,309,701 43,910,963
Derivative financial
instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118575,63 8–––
Bank balances, deposits
and cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,139,815 261,710,833 298,243,356 315,235,089
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118387,734,858 449,788,002 510,142,088 530,298,544
Current liabilities
Trade and bills payables /H1118/H1118/H1118/H1118191,747,512 167,825,751 179,476,484 191,098,136
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,444,785 23,982,352 27,834,446 37,088,532
Other payables and accruals /H111855,704,573 58,963,987 57,141,230 51,745,115
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,534,521 22,059,847 42,373,738 38,588,316
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113,106 106,299 182,379 183,934
Derivative financial
instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,941,410 2,116,017 899,889
Income tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,216,924 10,121,425 8,047,240 8,604,831
Total current liabilities /H1118/H1118/H1118/H1118295,761,421 287,001,071 317,171,534 328,208,753
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111891,973,437 162,786,931 192,970,554 202,089,791
FINANCIAL INFORMATION
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We had net current assets of RMB92.0 billion, RMB162.8 billion, RMB193.0 billion and
RMB202.1 billion as of December 31, 2022, 2023 and 2024, and March 31, 2025, respectively.
Our net current assets increased from RMB92.0 billion as of December 31, 2022 to
RMB162.8 billion as of December 31, 2023, primarily attributable to an increase in current
assets as a result of: (i) an increase of RMB71.6 billion in bank balances, deposits and cash,
and (ii) an increase of RMB36.3 billion in financial assets at FVTOCI; this increase was
partially offset by a decrease of RMB31.2 billion in inventories, as well as a decrease in current
liabilities primarily as a result of a decrease of RMB23.9 billion in trade and bills payables.
Our net current assets increased from RMB162.8 billion as of December 31, 2023 to
RMB193.0 billion as of December 31, 2024, primarily attributable to an increase in current
assets, mainly including: (i) an increase of RMB36.5 billion in bank balances, deposits and
cash, (ii) an increase of RMB14.4 billion in inventories, and (iii) an increase of RMB14.3
billion in financial assets at FVTPL; this increase was partially offset by an increase in current
liabilities, primarily due to (i) an increase of RMB20.3 billion in borrowings, and (ii) an
increase of RMB11.7 billion in trade and bills payables.
Our net current assets increased from RMB193.0 billion as of December 31, 2024 to
RMB202.1 billion as of March 31, 2025, primarily attributable to an increase in current assets,
mainly including: (i) an increase of RMB17.0 billion in bank balances, deposits and cash, and
(ii) an increase of RMB7.1 billion in financial assets at FVTPL; this increase was partially
offset by an increase in current liabilities, primarily due to (i) an increase of RMB11.6 billion
in trade and bills payables, and (ii) an increase of RMB9.3 billion in contract liabilities.
Summary of Consolidated Statements of Cash Flow
The following table sets forth a summary of our consolidated cash flow statements for the
years indicated.
For the year ended December 31,
2022 2023 2024
RMB’000
Net cash generated from operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,208,844 92,826,125 96,990,344
Net cash used in investing activities /H1118/H1118/H1118(64,139,843) (29,187,763) (48,875,311)
Net cash generated from/(used in)
financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111882,266,431 14,716,362 (14,524,234)
Net increase in cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,335,432 78,354,724 33,590,799
Cash and cash equivalents at beginning
of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875,505,735 157,629,318 238,165,487
Effect of exchange rate changes /H1118/H1118/H1118/H1118/H1118/H11182,788,151 2,181,445 (1,596,552)
Cash and cash equivalents at the end of
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118157,629,318 238,165,487 270,159,734
FINANCIAL INFORMATION
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Operating Activities
Net cash generated from operating activities in 2024 was RMB97.0 billion, primarily due
to proceeds from sales of goods of RMB417.5 billion, partially offset by (i) cash paid for
material and services of RMB285.5 billion, (ii) income tax and other taxes paid of RMB28.5
billion, and (iii) cash paid for salaries of RMB25.5 billion.
Net cash generated from operating activities in 2023 was RMB92.8 billion, primarily due
to proceeds from sales of goods of RMB417.9 billion, partially offset by (i) cash paid for
material and services of RMB310.5 billion, and (ii) cash paid for salaries of RMB21.1 billion.
Net cash generated from operating activities in 2022 was RMB61.2 billion, primarily due
to proceeds from sales of goods of RMB305.8 billion, partially offset by (i) cash paid for
material and services of RMB235.3 billion, and (ii) cash paid for salaries of RMB18.2 billion.
Investing Activities
Net cash used in investing activities in 2024 was RMB48.9 billion, primarily attributable
to (i) net payments for purchase of property, plant and equipment, intangible assets and prepaid
lease payments (total payments for purchase of property, plant and equipment, intangible assets
and prepaid lease payments minus proceeds from disposal of these assets) of RMB31.1 billion,
and (ii) net payments for investments in associates and joint ventures and financial assets at fair
value (total investments in associates and joint ventures and financial assets at fair value minus
proceeds from disposal of these assets) of RMB20.1 billion.
Net cash used in investing activities in 2023 was RMB29.2 billion, primarily due to
net payments for purchase of property, plant and equipment, intangible assets and prepaid lease
payments (total payments for purchase of property, plant and equipment, intangible assets and
prepaid lease payments minus proceeds from disposal of these assets) of RMB33.6 billion,
partially offset by net proceeds from disposal of associates and joint ventures and financial
assets (total proceeds from disposal of associates and joint ventures and financial assets minus
payment for investments in these assets) of RMB2.0 billion.
Net cash used in investing activities in 2022 was RMB64.1 billion, primarily due to (i) net
payments for purchase of property, plant and equipment, intangible assets and prepaid lease
payments (total payments for purchase of property, plant and equipment, intangible assets and
prepaid lease payments minus proceeds from disposal of these assets) of RMB48.2 billion, and
(ii) net payments for investments in associates and joint ventures and financial assets at fair
value (total payments for investments in associates and joint ventures and financial assets at
fair value minus proceeds from disposal of these assets) of RMB11.5 billion.
FINANCIAL INFORMATION
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Financing Activities
Net cash used in financing activities in 2024 was RMB14.5 billion, primarily due to (i)
dividends paid to owners of our Company of RMB22.1 billion, and (ii) repayment of
borrowings of RMB20.0 billion, partially offset by proceeds from borrowings of RMB30.6
billion.
Net cash generated from financing activities in 2023 was RMB14.7 billion, primarily due
to proceeds from borrowings of RMB46.6 billion, partially offset by (i) repayment of
borrowings of RMB23.8 billion, and (ii) dividends paid to owners of our Company of RMB6.1
billion.
Net cash generated from financing activities in 2022 was RMB82.3 billion, primarily due
(i) proceeds from borrowings of RMB56.0 billion, and (ii) proceeds from private placement
and restricted share plan of RMB45.4 billion, partially offset by repayment of borrowings of
RMB17.6 billion.
INDEBTEDNESS
As of December 31, 2022, 2023 and 2024 and March 31, 2025, except as disclosed in the
table below, we did not have any material indebtedness.
As of December 31, As of
March 31,
20252022 2023 2024
RMB’000
(Unaudited)
Current
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,534,521 22,059,847 42,373,738 38,588,316
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113,106 106,299 182,379 183,934
21,647,627 22,166,146 42,556,117 38,772,250
Non-current
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,327,247 104,035,996 94,611,079 98,240,364
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118572,350 283,296 662,814 571,789
79,899,597 104,319,292 95,273,893 98,812,153
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118101,547,224 126,485,438 137,830,010 137,584,403
Borrowings
During the Track Record Period, our borrowings mainly included bank borrowings and
corporate bonds. As of December 31, 2022, 2023 and 2024, we had total borrowings of
RMB100.9 billion, RMB126.1 billion and RMB137.0 billion, respectively.
FINANCIAL INFORMATION
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During the Track Record Period, our borrowings were obtained from commercial banks
and financial institutions, with the effective interest rates ranging from 0.65% to 6.33% per
annum. Our bank borrowings agreements contain standard terms, conditions and covenants that
are customary for commercial bank loans. In addition, we have the contractual obligation to
repurchase certain equity interest in entities controlled by us and third parties according to the
investment agreements and partnership agreements. For details, see Note 32 to the
Accountants’ Report as set out in Appendix I of this prospectus.
As of March 31, 2025, we had total borrowings of RMB136.8 billion. The majority of our
bank borrowings were unsecured as of the same date.
During the Track Record Period, our corporate bonds were listed and/or issued on the
Shenzhen Stock Exchange, the Hong Kong Stock Exchange and the China Interbank Bond
Market. Our corporate bonds amounted to RMB22.3 billion, RMB19.4 billion, RMB19.4
billion and RMB19.4 billion as of December 31, 2022, 2023 and 2024 and March 31, 2025,
respectively.
Lease Liabilities
During the Track Record Period, our lease liabilities were primarily in relation to our
lease of land use rights and buildings used in its operations. We recorded lease liabilities in
aggregate of RMB0.7 billion, RMB0.4 billion, RMB0.8 billion and RMB0.8 billion as of
December 31, 2022, 2023 and 2024 and March 31, 2025, respectively.
Contingent Liabilities
As of March 31, 2025, we did not have any material contingent liabilities.
During the Track Record Period and up to the Latest Practicable Date, save as disclosed
above, we did not have any bank and other loans, or any issued and outstanding or agreed to
be issued loan capital, bank overdrafts, borrowings or similar indebtedness, liabilities under
acceptances (other than ordinary trade bills), acceptance credits, debentures, mortgages,
charges, hire purchase commitments or finance lease commitments, guarantees or other
material contingent liabilities.
There had not been any material change in our indebtedness since March 31, 2025 and up
to the Latest Practicable Date.
In addition, during the Track Record Period and up to the Latest Practicable Date, we did
not have any material defaults or breaches of covenants in repayment of indebtedness.
FINANCIAL INFORMATION
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CAPITAL EXPENDITURE
The details of our capital expenditure during the Track Record Period are summarized as
follows.
For the year ended December 31,
2022 2023 2024
RMB’000
Construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865,758,746 43,300,590 29,713,936
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118217,754 436,435 484,521
Properties and buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,895 130,422 200,072
Exterior facilities and others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118326,769 261,893 694,305
Special equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,327 129,430 246,351
Electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,461 47,307 35,288
Transportation equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,653 18,472 33,391
Other equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,006 13,904 6,495
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,386,611 44,338,453 31,414,359
CAPITAL COMMITMENTS
Our capital commitments at the end of each year during the Track Record Period
primarily represented contracted but unprovided commitments for property, plant and
equipment, and subscribed capital contribution of associated companies. As of December 31,
2022, 2023 and 2024, our capital commitments amounted to RMB51.5 billion, RMB9.9 billion
and RMB11.3 billion, respectively.
RELATED PARTY TRANSACTIONS
For details of our related party transactions during the Track Record Period, see Note 43
to the Accountants’ Report as set out in Appendix I to this prospectus.
We enter into transactions with our related parties from time to time. Our Directors are
of the view that each of the related party transactions in Note 43 to the Accountants’ Report
as set out in Appendix I to this prospectus was conducted in the ordinary course of business
on an arm’s length basis and on normal commercial terms between the relevant parties. Our
Directors are of the view that our related party transactions during the Track Record Period
would not distort our track record results or cause our historical results to become
non-reflective of our future performance.
FINANCIAL INFORMATION
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KEY FINANCIAL RATIOS
The following table set forth our key financial ratios as of the dates or for the years
indicated.
For the year ended/as of December 31,
2022 2023 2024
Net profit margin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.2% 11.8% 15.3%
Weighted average return on equity
(ROE) (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824.7% 24.3% 24.7%
Current ratio (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.3 1.6 1.6
Quick ratio (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.1 1.4 1.4
Debt-to-asset ratio (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870.6% 69.3% 65.2%
Interest-bearing debt ratio (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816.8% 17.6% 17.4%
Operating cash flow conversion ratio (6) /H1118 1.8 2.0 1.8
Notes:
(1) Weighted average return on equity (ROE) is calculated by dividing the profit attributable to owners of
the Company for the year by the monthly weighted average of equity attributable to owners of the
Company.
(2) The current ratio is calculated as current assets divided by current liabilities as of the relevant date.
(3) The quick ratio is defined as current assets minus inventories, divided by current liabilities as of the
relevant date.
(4) The debt-to-asset ratio is calculated by dividing the total liabilities by the total assets as of the relevant
date.
(5) The interest-bearing debt ratio is calculated as interest-bearing debt divided by total assets as of the
relevant date.
(6) Operating cash flow conversion ratio is defined as the ratio of the cash flow generated from operating
activities during the year over the profit for the same year.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we had not entered into any material off-balance sheet
commitments and arrangements.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to various market risks, including foreign currency risk, price risk,
interest rate risk, credit risk and liquidity risk as set out below. We manage and monitor these
exposures to ensure appropriate measures are implemented in a timely and effective manner.
For more details, including relevant sensitivity analysis, see Note 46 to the Accountants’
Report as set out in Appendix I of this prospectus.
FINANCIAL INFORMATION
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Foreign Currency Risk
Currency risk refers to the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in foreign exchange rates.
We are exposed to currency risks primarily through sales and purchases which give rise
to receivables, payables, interest-bearing borrowings and bank balances that are denominated
in a foreign currency, i.e., a currency other than the functional currency of the entities to which
the transactions relate. The foreign currencies giving rise to this risk are primarily USD and
EUR.
Foreign currency risk arises when future commercial transactions or recognized assets
and liabilities are denominated in a currency that is not the respective functional currency of
our subsidiaries. To ensure our currency risk exposure is kept to an acceptable level and aiming
to minimize the gap between assets and liabilities in the same currency, foreign exchange
contracts (i.e., forward foreign exchange contracts) are usually used to manage foreign
currency risk associated with foreign currency-denominated assets and liabilities.
Price Risk
Commodity Price Risk
We are exposed to commodity price risk mainly arising from lithium, nickel and cobalt,
whose price fluctuations could affect our results of operations.
To address material price fluctuations and supply risks, we optimize our supply chain
through measures such as self-operated mining and production of raw materials, investment
partnerships, and signing long-term procurement agreements. We have included price
adjustment mechanisms in our framework sales agreement or supplementary agreements,
giving us flexibility to adjust the pricing of our products. In addition, we use derivative
financial instruments (including commodity price risk contracts) to manage a portion of the
associated risks.
See “Financial Information — Discussion of Certain Key Items of Consolidated
Statements of Financial Position — Derivative Financial Instruments” for a detailed
description of our commodity hedging activities.
Equity Price Risk
We are exposed to equity price risk mainly arising from investments in listed equity held
by us that are classified as financial assets at FVTPL or FVTOCI which will not be sold within
one year. For more details, including relevant sensitivity analysis, see Note 46 to the
Accountants’ Report as set out in Appendix I of this prospectus.
FINANCIAL INFORMATION
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Interest Rate Risk
Our interest rate risk primarily arises from long-term interest-bearing borrowings,
corporate bonds and lease liabilities. Long-term borrowings issued at variable rates expose us
to cash flow interest rate risk. Long-term borrowings issued at fix rates, bond payables and
lease liabilities bearing fixed rates expose us to fair value interest rate risk.
We have been monitoring the level of interest rates. The increase in the interest rates will
increase the interest costs of borrowings at variable rates, which will further impact our
performance. To hedge against the variability in the cash flows arising from a change in market
interest rates, we may enter into certain interest rate swap contracts to swap variable rates into
fixed rates.
Credit Risk
Credit risk refers to the risk that the counterparty to a financial instrument would fail to
discharge its obligation under the terms of the financial instrument and cause a financial loss
to us. Our exposure to credit risk mainly arises from granting credit to customers in the
ordinary course of our operations and from our investing activities.
Our maximum exposure to credit risk is represented by the carrying amount of each
financial asset measured at amortised cost and trade and bills receivables measured at FVTOCI
as disclosed in Note 44 to the Accountants’ Report as set out in Appendix I to this prospectus.
Liquidity Risk
We aim to maintain sufficient cash and cash equivalents. Due to the dynamic nature of the
underlying businesses, we maintain flexibility in funding by maintaining adequate balances of
such.
DIVIDENDS
During the Track Record Period, we declared cash dividends to our Shareholders as
follows.
For the year ended December 31,
2022 2023 2024
RMB’000
Dividends attributable to the year
Interim dividend /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,593,064 – –
Final and special dividend /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,154,689 27,458,131
As of the date of this prospectus, we have paid these dividends in full.
FINANCIAL INFORMATION
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--- page 301 ---
After the completion of the Global Offering, we may distribute dividends in the form of
cash or by other means permitted by our Articles of Association. In principle, we prioritize cash
dividends as the profit distribution method if the conditions for cash dividends are met. When
we have major investment plans or significant cash expenditures, we may distribute dividends
in the form of share equity. A decision to declare or to pay dividends in the future and the
amount of dividends will be at the discretion of our Board and will depend on a number of
factors, including our results of operations, cash flows, financial condition, payments by our
subsidiaries of cash dividends to us, business prospects, statutory and regulatory restrictions on
our declaration and payment of dividends and other factors that our Board may consider
important. Any declaration and payment as well as the amount of dividends will be subject to
our constitutional documents and the relevant laws. Our Shareholders may approve any
declaration of dividends.
According to applicable laws in mainland China and our Articles of Association, we will
pay dividends out of our profit after tax only after we have made the following allocations:
recovery of the losses incurred in the previous year; allocations to the statutory reserve
equivalent to 10% of our profit after tax; allocations to a discretionary common reserve of
certain percentage of our profit after tax that are approved by Shareholders’ general meeting.
If there are no major investment plans or significant cash expenditures, the profits distributed
in cash shall be no less than 10% of the distributable profits achieved in the year. At the same
time, our cumulative profits distributed in cash over the past three years shall be no less than
30% of the average annual distributable profits achieved in the past three years.
DISTRIBUTABLE RESERVES
As of December 31, 2024, we had approximately RMB128.5 billion of retained profits
available for distribution to our Shareholders.
LISTING EXPENSES
Listing expenses to be borne by us are estimated to be approximately HK$288.3 million
(based on an Offer Price of HK$263.00 per Share), representing approximately 0.93% of the
estimated gross proceeds from the Global Offering assuming the Offer Size Adjustment Option
is not exercised and no Shares are issued pursuant to the Over-allotment Option. The listing
expenses consist of (i) underwriting-related expenses, including underwriting commission, of
approximately HK$238.7 million, and (ii) non-underwriting-related expenses of approximately
HK$49.6 million, comprising (a) fees and expenses of our legal advisors and reporting
accountants of approximately HK$24.4 million, and (b) other fees and expenses of
approximately HK$25.2 million. During the Track Record Period, we did not incur any listing
expenses. Subsequent to the Track Record Period, approximately HK$11.1 million is expected
to be charged to our consolidated statements of profit or loss, and approximately HK$277.2
million is expected to be accounted for as a deduction from equity upon the Listing. We do not
believe any of the above fees or expenses are material or are unusually high for our Group. The
listing expenses above are the latest practicable estimate for reference only, and the actual
amount may differ from this estimate.
FINANCIAL INFORMATION
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UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets
of our Group prepared in accordance with Rule 4.29 of the Listing Rules is to illustrate the
effect of the Global Offering on the net tangible assets of our Group attributable to owners of
the Company as of December 31, 2024 as if the Global Offering had taken place on that date.
The unaudited pro forma statement of adjusted consolidated net tangible assets of our
Group has been prepared for illustrative purposes only and, because of its hypothetical nature,
it may not provide a true picture of the net tangible assets of our Group attributable to owners
of our Company had the Global Offering been completed as of December 31, 2024 or at any
future date. No adjustment has been made to the unaudited pro forma adjusted consolidated net
tangible assets to reflect any trading results or open transactions of our Group entered into
subsequent to December 31, 2024.
Audited
consolidated net
tangible assets
attributable to
owners of our
Company as of
December 31,
2024
Estimated net
proceeds from
the Global
Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets
attributable to
owners of our
Company as of
December 31,
2024
Unaudited pro forma
adjusted consolidated
net tangible assets
attributable to owners of
our Company per Share
as of December 31, 2024
RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2) (Note 3) (Note 5)
Based on an Offer
Price of HK$263.00
per Share /H1118/H1118/H1118/H1118/H1118/H1118/H1118242,288,390 28,534,185 270,822,575 60.11 64.71
Note:
(1) The audited consolidated net tangible assets attributable to owners of the Company as of December 31,
2024 is extracted from the Accountants’ Report set out in Appendix I to this prospectus, which is based
on the consolidated net tangible assets attributable to owners of the Company as of December 31, 2024
of approximately RMB246,930,032,000 after deducting the Group’s goodwill and intangible assets
attributable to owners of the Company of approximately RMB667,687,000 and RMB3,973,955,000
respectively as of December 31, 2024.
(2) The estimated net proceeds from the Global Offering are based on 117,894,500 Offer Shares at an Offer
Price of HK$263.00 per H Share, after deduction of the estimated underwriting fees and other related
expenses expected to be incurred by the Group subsequent to December 31, 2024 and takes no account of
any Shares which may be allotted and issued by the Company upon the exercise of the Offer Size
Adjustment Option and the Over-allotment Option, any Shares which may be issued by the Company upon
the exercise of any options may be granted under the Share Incentive Plans or any Shares which may be
issued or repurchased by the Company.
FINANCIAL INFORMATION
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(3) The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the
Company per Share is arrived at after the adjustments referred to in the preceding paragraphs and on
the basis that 4,505,297,887 Shares (representing 4,403,466,458 Shares in issue as of December 31,
2024, excluding 16,063,071 treasury shares as of December 31, 2024, adding 117,894,500 Offer Shares)
were in issue, assuming that the Global Offering had been completed on December 31, 2024 but does
not take into account of any Shares which may be allotted and issued by the Company upon the exercise
of the Offer Size Adjustment Option and the Over-allotment Option, any Shares which may be issued
by the Company upon the exercise of any options may be granted under the Share Incentive Plans or
any Shares which may be issued or repurchased by the Company.
(4) No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets of
our Group attributable to owners of our Company as of December 31, 2024 to reflect any trading results
or other transactions of our Group entered into subsequent to December 31, 2024. In particular, the
unaudited pro forma adjusted consolidated net tangible assets of our Group attributable to owners of our
Company has not taken into account payment of dividend of RMB19,975,848,000 which was approved
by the Shareholders on April 8, 2025. The unaudited pro forma adjusted consolidated net tangible assets
of our Group attributable to owners of our Company per Share would have been HK$59.94 per Share
if the dividend declaration had been accounted for as at December 31, 2024.
(5) For the purpose of this unaudited pro forma statement of adjusted consolidated net tangible assets, the
translation of Renminbi amounts into Hong Kong dollars has been made at a rate of RMB0.92891 to
HK$1.00. No representation is made that Renminbi amounts have been, could have been or could be
converted to Hong Kong dollars, or vice versa, at that rate.
RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE
Our Directors confirm that, up to the date of this Prospectus, there had been no material
adverse change in our business, financial condition and results of operations since December
31, 2024, which is the end date of the years reported on in the Accountants’ Report as set out
in Appendix I to this prospectus, and there is no event since December 31, 2024 which would
materially affect the information in the Accountants’ Report as set out in Appendix I to this
prospectus.
Unaudited Financial Information for the Three Months Ended March 31, 2025
For a description of our unaudited financial information for the three months ended March
31, 2025, please refer to “Summary — Recent Development and No Material Adverse Change
— Recent Development — Unaudited Financial Information for the Three Months Ended
March 31, 2025.”
Dividend Distribution for 2024
Our Cash Dividend Distribution Plan for 2024 was reviewed and approved at the Annual
General Meeting of 2024 held on April 8, 2025, declaring a cash dividend of RMB45.53 (tax
inclusive) per 10 Shares to be paid to all Shareholders. This dividend distribution was
completed on April 22, 2025.
DISCLOSURE REQUIRED UNDER THE LISTING RULES
Our Directors have confirmed that, as of the Latest Practicable Date, they were not aware
of any circumstance 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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THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (each a “ Cornerstone
Investment Agreement ”, and together the “ Cornerstone Investment Agreements ”) with the
cornerstone investors set out below (each a “ Cornerstone Investor ”, and together the
“Cornerstone Investors ”), pursuant to which the Cornerstone Investors have agreed to,
subject to certain conditions, subscribe, or cause their designated entities to subscribe, at the
Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of
100 H Shares) that may be purchased for an aggregate amount of approximately US$2,627.96
million (or approximately HK$20,370.77 million, calculated based on an exchange rate of
US$1.00 to HK$7.75156) and exclusive of brokerage fee, the SFC transaction levy, the AFRC
transaction levy and the Stock Exchange trading fee) (the “ Cornerstone Placing ”).
Based on the Offer Price of HK$263.00 per H Share, being the maximum Offer Price, the
total number of Offer Shares to be subscribed for by the Cornerstone Investors would be
77,455,400 H Shares. The table below reflects the shareholding immediately after the Global
Offering assuming there is no other change made to the issued share capital of our Company
between the Latest Practicable Date and the Listing.
Assuming the Offer Size Adjustment Option
is not exercised
Assuming the Offer Size Adjustment Option
is exercised in full
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
exercised in full
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share
capital (1)
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share
capital (1)
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share
capital (1)
Approximate
% of the
Offer Shares
Approximate
% of the
total issued
share
capital (1)
65.70 1.71 57.13 1.71 57.13 1.71 49.68 1.70
Note:
(1) Assuming no other changes are made to the issued share capital of our Company between the Latest Practicable
Date and the Listing Date (or the date of exercise of Over-allotment Option (where applicable)).
We believe that the Cornerstone Placing signifies our Cornerstone Investors’ confidence
in our Company and its business prospect, and that the Cornerstone Placing will help to raise
the profile of our Company. We became acquainted with each of the Cornerstone Investors in
its ordinary course of operation through our Group’s business network, or through introduction
by our Company’s business partners or the Overall Coordinators of 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 for PSBC
Wealth and LUOYANG Sci-Tech Inv., who will subscribe for our Offer Shares through
qualified domestic institutional investors (“ QDII(s) ”), the QDIIs), and their respective close
CORNERSTONE INVESTORS
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--- page 305 ---
associates will not subscribe for any Offer Shares under the Global Offering (other than
pursuant to the Cornerstone Investment Agreements). The Offer Shares to be subscribed by the
Cornerstone Investors (and for PSBC Wealth and LUOYANG Sci-Tech Inv., who will subscribe
for our Offer Shares through QDIIs, the QDIIs) will rank pari passu in all respects with the
fully paid H Shares in issue following the Global Offering of the Company and will be counted
towards the public float of our 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 our Company; and none of the Cornerstone Investors and their close associates will become
a substantial Shareholder of our Company. Other than a guaranteed allocation of the relevant
Offer Shares at the final Offer Price, the Cornerstone Investors do not have any preferential
rights under each of their respective Cornerstone Investment Agreements, as compared with
other public Shareholders. There are no side arrangements or agreements between our
Company and the Cornerstone Investors or any benefit, direct or indirect, conferred on the
Cornerstone Investors by virtue of or in relation to the Listing, other than a guaranteed
allocation of the relevant Offer Shares at the final Offer Price, following the principles as set
out in Chapter 4.15 of the Listing Guide.
Among the Cornerstone Investors, KIA, HHLR CF, L.P., Abstract Enigma Limited, RBC
Global Asset Management (Asia) Limited, Taikang Life, CPIC Investors, Mirae Investors, WT,
Perseverance, Shanghai Gaoyi, HK Greenwoods, Shanghai Greenwoods and UBS AM
Singapore are either existing minority Shareholders or their respective close associates. The
Stock Exchange has granted a waiver from strict compliance with the requirements under Rule
10.04 and consent under Paragraph 5(2) of the Appendix F1 to the Listing Rules and paragraph
17 of Chapter 4.15 of the Listing Guide to permit H Shares in the International Offering to be
placed to certain existing minority Shareholders and/or their close associates. For further
details, see “Waivers and Exemptions — Waiver from Strict Compliance with Rule 10.04 of
and Consent Under Paragraph 5(2) of Appendix F1 to the Listing Rules and Paragraph 17 of
Chapter 4.15 of the Guide in Respect of Subscriptions of Offer Shares by Close Associates of
Existing Shareholder.”
Save as otherwise disclosed, to the best knowledge of our Company, (i) other than the
cornerstone investors who are either existing minority Shareholders or their respective close
associates, each of the Cornerstone Investors (and for PSBC Wealth and LUOYANG Sci-Tech
Inv., who will subscribe for our Offer Shares through QDIIs, the QDIIs) is an Independent
Third Party; (ii) other than the cornerstone investors who are either existing minority
Shareholders or their respective close associates, none of the Cornerstone Investors (and for
PSBC Wealth and LUOYANG Sci-Tech Inv., who will subscribe for our Offer Shares through
QDIIs, the QDIIs) is accustomed to taking instructions from our Company, the Directors, the
Supervisors, chief executive, substantial Shareholders, existing Shareholders or any of their
respective subsidiaries or their respective close associates in relation to the acquisition,
disposal, voting or other disposition of the Offer Shares; and (iii) other than the cornerstone
investors who are either existing minority Shareholders or their respective close associates,
none of the subscription of the relevant Offer Shares by any of the Cornerstone Investors (or
for PSBC Wealth and LUOYANG Sci-Tech Inv., who will subscribe for our Offer Shares
CORNERSTONE INVESTORS
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--- page 306 ---
through QDIIs, the QDIIs) is financed by our Company, the Directors, the Supervisors, chief
executive, substantial Shareholders, existing Shareholders or any of their respective
subsidiaries or their respective close associates, each Cornerstone Investor will be utilizing its
internal financial resources, financial resources of its shareholders or (in the case of
Cornerstone Investors which are funds or investment managers) the assets managed for its
investors as its source of funding for the subscription of the Offer Shares, and each Cornerstone
Investor has sufficient funds to settle its respective investment under the Cornerstone Placing;
and (v) each of the Cornerstone Investors has confirmed that all necessary approvals have been
obtained with respect to the Cornerstone Placing and that no specific approval from any stock
exchange (if relevant) is required for the relevant Cornerstone Placing. In addition, to the best
knowledge of our Company, save as otherwise disclosed, each of the Cornerstone Investors is
independent from each other and makes independent investment decisions.
The Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have
subscribed before dealings in the Company’s H Shares commence on the Stock Exchange.
Some of the Cornerstone Investors have agreed that, our 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 to 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, (i) there would be delayed delivery of Offer Shares to some of
the Cornerstone Investors based on commercial negotiations with the Cornerstone Investors,
(ii) the delayed delivery date should be no later than three business days following the last day
on which the Over-allotment Option may be exercised, (iii) no extra payment will be made to
the relevant Cornerstone Investors for the purpose of the delayed delivery arrangement, and
(iv) each of the Cornerstone Investors has agreed that it shall nevertheless pay for the relevant
Offer Shares in full before the Listing. As such, there will not be any deferred settlement in
payment by the Cornerstone Investors.
Details of the actual number of Offer Shares to be allocated to the Cornerstone Investors
will be disclosed in the allotment results announcement of our Company to be published on or
around Monday, May 19, 2025.
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 Stock Exchange has granted a waiver from strict compliance with the
requirements under Rule 10.04 and consent under Paragraph 5(2) of the Appendix F1 to the
Listing Rules and paragraph 17 of Chapter 4.15 of the Listing Guide to permit H Shares in the
International Offering to certain cornerstone investors who will subscribe for further Offer
Shares as placees in the International Offering. For further details, see “Waivers and
Exemptions – Waiver from Strict Compliance with Rule 10.04 of and Consent Under Paragraph
5(2) of Appendix F1 to the Listing Rules and Paragraph 17 of Chapter 4.15 of the Guide in
Respect of Subscriptions of Offer Shares by Existing Shareholder and/or its Close Associates.”
CORNERSTONE INVESTORS
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--- page 307 ---
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.
OUR CORNERSTONE INVESTORS
The table below sets forth details of the Cornerstone Placing, assuming an Offer Price of
HK$263.00, being the maximum Offer Price:
Assuming the Offer Size Adjustment Option
is not exercised
Assuming the Offer Size Adjustment Option
is exercised in full
Assuming the
Over-allotment Option
is not exercised
Assuming the
Over-allotment Option is
fully exercised
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
fully exercised
Cornerstone Investor
Investment
amount (1)
Number
of Offer
Shares (2)
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital (3)
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital (3)
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital (3)
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital (3)
(US$ in
millions)
Sinopec HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500 14,736,800 12.50 0.33 10.87 0.32 10.87 0.32 9.45 0.32
KIA /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500 14,736,800 12.50 0.33 10.87 0.32 10.87 0.32 9.45 0.32
HHLR CF, L.P. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200 5,894,700 5.00 0.13 4.35 0.13 4.35 0.13 3.78 0.13
Shanghai Gaoyi and CICC
Financial Trading Limited
(in connection with Gaoyi OTC
Swaps) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118120 3,536,800 3.00 0.08 2.61 0.08 2.61 0.08 2.27 0.08
Perseverance Asset Management /H1118 80 2,357,800 2.00 0.05 1.74 0.05 1.74 0.05 1.51 0.05
Zenith Hop /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118110 3,242,000 2.75 0.07 2.39 0.07 2.39 0.07 2.08 0.07
Abstract Enigma Limited /H1118/H1118/H1118/H1118 100 2,947,300 2.50 0.07 2.17 0.06 2.17 0.06 1.89 0.06
Shanghai Greenwoods and CICC
Financial Trading Limited (in
connection with Greenwoods
OTC Swaps) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850 1,473,600 1.25 0.03 1.09 0.03 1.09 0.03 0.95 0.03
HK Greenwoods /H1118/H1118/H1118/H1118/H1118/H1118/H111850 1,473,600 1.25 0.03 1.09 0.03 1.09 0.03 0.95 0.03
Pinpoint /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100 2,947,300 2.50 0.07 2.17 0.06 2.17 0.06 1.89 0.06
UBS AM Singapore /H1118/H1118/H1118/H1118/H1118/H1118100 2,947,300 2.50 0.07 2.17 0.06 2.17 0.06 1.89 0.06
WT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100 2,947,300 2.50 0.07 2.17 0.06 2.17 0.06 1.89 0.06
CPE Investment /H1118/H1118/H1118/H1118/H1118/H1118/H111880 2,357,800 2.00 0.05 1.74 0.05 1.74 0.05 1.51 0.05
Oaktree /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875 2,210,500 1.87 0.05 1.63 0.05 1.63 0.05 1.42 0.05
MX Bright /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870 2,063,100 1.75 0.05 1.52 0.05 1.52 0.05 1.32 0.05
Mirae Investors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860 1,768,400 1.50 0.04 1.30 0.04 1.30 0.04 1.13 0.04
RBC Global Asset Management
(Asia) Limited /H1118/H1118/H1118/H1118/H1118/H1118/H111853 1,562,100 1.32 0.03 1.15 0.03 1.15 0.03 1.00 0.03
CPIC Investors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850 1,473,600 1.25 0.03 1.09 0.03 1.09 0.03 0.95 0.03
LMR Master Fund /H1118/H1118/H1118/H1118/H1118/H111850 1,473,600 1.25 0.03 1.09 0.03 1.09 0.03 0.95 0.03
LUOYANG Sci-Tech Inv. /H1118/H1118/H1118/H1118 50 1,473,600 1.25 0.03 1.09 0.03 1.09 0.03 0.95 0.03
PSBC Wealth /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850 1,473,600 1.25 0.03 1.09 0.03 1.09 0.03 0.95 0.03
Taikang Life /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850 1,473,600 1.25 0.03 1.09 0.03 1.09 0.03 0.95 0.03
Lingotto /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 884,200 0.75 0.02 0.65 0.02 0.65 0.02 0.57 0.02
CORNERSTONE INVESTORS
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--- page 308 ---
Notes:
(1) Exclusive of brokerage, the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction
levy, and to be converted to Hong Kong dollars based on the exchange rate as disclosed in this prospectus.
(2) Rounded down to the nearest whole board lot of 100 H Shares.
(3) Assuming no other changes are made to the issued share capital of our Company between the Latest Practicable
Date and the date of exercise of Over-allotment Option.
The information about our Cornerstone Investors set forth below has been provided by the
Cornerstone Investors in connection with the Cornerstone Placing
Sinopec HK
Sinopec (Hong Kong) Limited (“ Sinopec HK ”) is a company incorporated in Hong Kong
in 1989. It is principally engaged in the operation of petrol and gas stations, provision of
aviation fuel refueling services at airports, supply of liquid petroleum gas (LPG), wholesale
and direct sales of gasoline, diesel and fuel oil, international trading of refined oil products,
sales and provision of services of Easy Joy convenience store products, cross-border
e-commerce and other related businesses. Sinopec HK is a leading energy supplier in Hong
Kong and a renowned oil products trader and service provider in the Asia-Pacific region.
Sinopec HK is a wholly-owned subsidiary of Sinopec Marketing Company Limited, and
its ultimate beneficial owner is China Petrochemical Corporation (“ Sinopec Group ”).
Established in 1983 and headquartered in Beijing, Sinopec Group is an ultra-large-scale
integrated energy and petrochemical company with upstream, mid-stream and downstream
operations, involving in production, supply and sales in both domestic market and overseas
export. Sinopec Group is the largest supplier of refined oil and petrochemical products in
China. It is the world’s largest refining company and second largest chemical company. It ranks
the second globally in terms of the number of gas stations. It has been among the top on
Fortune’s Global 500 List in recent years.
KIA
Kuwait Investment Authority (“ KIA”) is the State-owned sovereign wealth fund of the
State of Kuwait, managing the state’s General Reserve Fund and the state’s Future Generations
Fund. The KIA invests across asset classes and markets around the globe and is the world’s first
sovereign wealth fund.
HHLR CF, L.P.
HHLR CF. L.P. is a limited partnership formed under the laws of the Cayman Islands and
is managed by HHLR Advisors, Ltd. (“ HHLRA ”), which is part of the Hillhouse Group. There
is no individual limited partner investor who holds an economic interest of 30% or more in
HHLR CF, L.P.
CORNERSTONE INVESTORS
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--- page 309 ---
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.
Shanghai Gaoyi and CICC Financial Trading Limited (in connection with Gaoyi OTC
Swaps)
CICC Financial Trading Limited (“ CICC FT ”) and China International Capital
Corporation Limited (“ CICCL ”) will enter into a series of cross border delta-one OTC swap
transactions (collectively, the “ Gaoyi OTC Swaps ”) with each other and the ultimate clients
(the “ CICC FT Ultimate Clients (Gaoyi) ”), pursuant to which CICC FT will hold the Offer
Shares on a non-discretionary basis to hedge the Gaoyi OTC Swaps while the economic risks
and returns of the underlying Offer Shares are passed to the CICC FT Ultimate Clients (Gaoyi),
subject to customary fees and commissions. The Gaoyi OTC Swaps will be fully funded by the
CICC FT Ultimate Clients (Gaoyi). During the terms of the Gaoyi OTC Swaps, all economic
returns of the Offer Shares subscribed by CICC FT will be passed to the CICC FT Ultimate
Clients (Gaoyi) and all economic loss shall be borne by the CICC FT Ultimate Clients (Gaoyi)
through the Gaoyi OTC Swaps, and CICC FT will not take part in any economic return or bear
any economic loss in relation to the Offer Shares. The Gaoyi OTC Swaps are linked to the
Offer Shares and the CICC FT Ultimate Clients (Gaoyi) may, after expiration of the lock-up
period beginning from the date of the cornerstone agreement entered into between CICC FT
and the Company and ending on the date which is six months from the Listing Date, request
to early terminate the Gaoyi OTC Swaps at their own discretions, upon which CICC FT may
dispose of the Offer Shares and settle the Gaoyi OTC Swaps in cash in accordance with the
terms and conditions of the Gaoyi OTC Swaps. Despite that CICC FT 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 Gaoyi OTC Swaps according to its internal policy. To the best
of CICC FT’s knowledge having made all reasonable inquiries, each of the CICC FT Ultimate
Clients (Gaoyi) is an independent third party of CICC FT, China International Capital
Corporation Hong Kong Securities Limited (“ CICCHKS ”) and the companies which are
members of the same group of CICCHKS, and no single ultimate beneficial owner holds 30%
or more interests in each of the CICC FT Ultimate Clients (Gaoyi).
CICC FT is a wholly-owned subsidiary of China International Capital Corporation
Limited, of which its shares are listed on the Shanghai Stock Exchange (stock code: 601995)
and the Stock Exchange (stock code: 3908). CICC FT is a connected client (as defined under
Appendix 6 to the Listing Rules) of CICCHKS, holding securities on a non-discretionary basis
on behalf of independent third parties. The Company has applied to the Stock Exchange for,
and the Stock Exchange has granted, its consent under paragraph 5(1) of Appendix F1 to the
Listing Rules to permit us to allocate the Offer Shares to CICC FT. See “Waivers and
Exemptions — Waiver in relation to Allocation of Offer Shares to a Connected Client.”
CORNERSTONE INVESTORS
– 299 –


--- page 310 ---
The CICC FT Ultimate Clients (Gaoyi) are certain investment funds (including a total of
no more than six funds) managed by Shanghai Gaoyi Asset Management Partnership (Limited
Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ(Υྫ)) (“ Shanghai Gaoyi ”). Shanghai Gaoyi is
a limited partnership established in the PRC, which is engaged in asset management and
investment management with a primary focus on investments in secondary market. Shanghai
Gaoyi holds the Qualification of Private Investment Fund Manager (ࣸ)
accredited by the Asset Management Association of China (ุ՘ึ). The
managing partner of Shanghai Gaoyi is Shanghai Gaoyi Investment Management Co., Ltd. ( ɪ
ʮ̡)( “ Gaoyi Investment ”). Perseverance Asset Management is an
affiliate of Shanghai Gaoyi.
According to our PRC Legal Advisors, the aforementioned transaction structure does not
violate the PRC laws and regulations.
Perseverance Asset Management
Perseverance Asset Management International (Singapore) Pte. Ltd. (“ Perseverance
Asset Management ”) acts as the investment advisor or investment manager of four investment
funds and a separated managed account (collectively the “ Perseverance Funds ”). No single
ultimate beneficial owner holds 30% or more interests in each of the Perseverance Funds.
Perseverance Asset Management is a private limited company incorporated in Singapore on
October 1, 2018, and holds a Capital Markets Services License for fund management with
Monetary Authority of Singapore. The ultimate controlling shareholder of Perseverance Asset
Management is Perseverance Asset Management International, which is principally engaged in
investment management and investment advisory services. Perseverance Asset Management is
entering the cornerstone investment agreement with the Company in its capacity as an
investment advisor or investment manager and on behalf of the Perseverance Funds.
Zenith Hop
Zenith Hop International Limited (“ Zenith Hop ”), a limited liability company
incorporated under the laws of the British Virgin Islands, is principally engaged in investment
holding. No single shareholder holds more than 30% interest in Zenith Hop. Zenith Hop is
managed by Orchid Asia V Group Management, Limited (“ Orchid Asia ”). Orchid Asia is
wholly-owned by Orchid Asia V Group, Limited, which is in turn wholly-owned by Ms. Lam
Lai Ming, and is controlled by Mr. Li Gabriel by virtue of his directorship therein. Orchid Asia
is a private equity group with an investment focus on the PRC and Asia. Mr. Li Gabriel is the
managing partner and an investment committee member of Orchid Asia Group Management,
Limited. He is currently also a director of Trip.com Group Limited (stock code: TCOM.NQ).
Ms. Lam Lai Ming is the spouse of Mr. Li Gabriel.
CORNERSTONE INVESTORS
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--- page 311 ---
Abstract Enigma Limited
Abstract Enigma 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. Engaging in fund management business, Boyu provides
growth and transformational capital for leading businesses and entrepreneurs in areas that
include technology, healthcare, consumer and business services. 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 Abstract
Enigma Limited through Boyu Capital Opportunities Master Fund.
Shanghai Greenwoods and CICC Financial Trading Limited (in connection with
Greenwoods OTC Swaps)
CICC FT and CICCL will enter into a series of cross border delta-one OTC swap
transactions (collectively, the “ Greenwoods OTC Swaps ”) with each other and the ultimate
clients (the “ CICC FT Ultimate Clients (Greenwoods) ”), pursuant to which CICC FT will
hold 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 CICC FT
Ultimate Clients (Greenwoods), subject to customary fees and commissions. The Greenwoods
OTC Swaps will be fully funded by the CICC FT Ultimate Clients (Greenwoods). During the
terms of the Greenwoods OTC Swaps, all economic returns of the Offer Shares subscribed by
CICC FT will be passed to the CICC FT Ultimate Clients (Greenwoods) and all economic loss
shall be borne by the CICC FT Ultimate Clients (Greenwoods) through the Greenwoods OTC
Swaps, and CICC FT will not take part in any economic return or bear any economic loss in
relation to the Offer Shares. The Greenwoods OTC Swaps are linked to the Offer Shares and
the CICC FT Ultimate Clients (Greenwoods) may, after expiration of the lock-up period
beginning from the date of the cornerstone agreement entered into between CICC FT and the
Company 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 CICC FT may
dispose of the Offer Shares and settle the Greenwoods OTC Swaps in cash in accordance with
the terms and conditions of the Greenwoods OTC Swaps. Despite that CICC FT 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 CICC FT’s knowledge having made all reasonable inquiries, each of the
CICC FT Ultimate Clients (Greenwoods) is an independent third party of CICC FT, CICCHKS
and the companies which are members of the same group of CICCHKS, and no single ultimate
beneficial owner holds 30% or more interests in each of the CICC FT Ultimate Clients
(Greenwoods).
CORNERSTONE INVESTORS
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--- page 312 ---
CICC FT is a wholly-owned subsidiary of China International Capital Corporation
Limited, of which its shares are listed on the Shanghai Stock Exchange (stock code: 601995)
and the Stock Exchange (stock code: 3908). CICC FT is a connected client (as defined under
Appendix 6 to the Listing Rules) of CICCHKS, holding securities on a non-discretionary basis
on behalf of independent third parties. The Company has applied to the Stock Exchange for,
and the Stock Exchange has granted, its consent under paragraph 5(1) of Appendix 6 to the
Listing Rules to permit us to allocate the Offer Shares to CICC FT. See “Waivers and
Exemptions — Waiver in relation to Allocation of Offer Shares to a Connected Client.”
The CICC FT Ultimate Clients (Greenwoods) are certain domestic private funds
(including a total of no more than four funds) managed by Shanghai Greenwoods Asset
Management Co., Ltd (ʮ̡) (“Shanghai Greenwoods”). Shanghai
Greenwoods is a private fund management company with the registration under AMAC.
Shanghai Greenwoods is one of the largest and earliest PRC domestic asset managers mainly
specializing in investing into companies in the Greater China region. Shanghai Greenwoods
focuses on fundamental research, value investments, and local due diligence. Investors of funds
managed by Shanghai Greenwoods include institutional investors and high-net-worth
individuals professional investors. Mr. Jiang Jinzhi is the Chairman, a major shareholder and
an ultimate beneficial owner of Shanghai Greenwoods. No other shareholder holds 30% or
more interest in Shanghai Greenwoods. As confirmed by Shanghai Greenwoods, the
subscription of the Offer Shares as cornerstone investor will be made by Shanghai Greenwoods
in its capacity as the fund manager of domestic private funds through TRS mechanism.
According to our PRC Legal Advisors, the aforementioned transaction structure does not
violate the PRC laws and regulations.
HK Greenwoods
Greenwoods Asset Management Hong Kong Limited (“ HK Greenwoods ”) is a private
fund management company incorporated in Hong Kong with limited liability. Established in
2005, HK Greenwoods is one of the largest and earliest China-focused asset managers mainly
specializing in investing into companies in the Greater China region. HK Greenwoods focuses
on fundamental research, value investments, and local due diligence. Investors of funds and
accounts managed by HK Greenwoods includes institutional investors and high-net-worth
individuals professional investors. Mr. Jiang Jinzhi is the Chairman, a major shareholder and
an ultimate beneficial owner of HK Greenwoods. As confirmed by HK Greenwoods, the
subscription of the Offer Shares as a cornerstone investor will be made by HK Greenwoods in
its capacity as the investment manager of Golden China Master Fund and no single ultimate
beneficial owner holds 30% or more interests in Golden China Master Fund. HK Greenwoods
and Shanghai Greenwoods are affiliate of each other.
CORNERSTONE INVESTORS
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--- page 313 ---
Pinpoint
Pinpoint Asset Management Limited (“ Pinpoint ”) is the investment advisor of the funds
under its management, which comprise solely exempted companies incorporated in Cayman
Islands, including Pinpoint China Fund and Pinpoint Multi-Strategy Master Fund. Pinpoint is
a limited liability company incorporated in Hong Kong on June 4, 2010. It is an independent
investment research and management company that provides active asset management services
to institutional investors, pension funds, private banking, fund of funds, family offices and high
net worth individuals. It is licensed to conduct asset management business (type 9 regulated
activities as defined under the SFO) by the SFC. It is directly held by Pinpoint Capital
Management Group as to 100%, and is ultimately held as to 84.1% by Mr. Wang Qiang, and
as to 15.9% by Ms. Bao Jiarong. Apart from Mr. Wang Qiang who holds more than 30% of
Pinpoint China Fund and Pinpoint Multi-Strategy Master Fund, no other ultimate beneficial
owner holds 30% or more interest in Pinpoint China Fund and Pinpoint Multi-Strategy Master
Fund.
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 UBS AG Hong Kong Branch, in its capacity as the delegate
of the investment manager for and on behalf of the following fund(s): (i) UBS (Lux) Equity
Fund — Greater China (USD); (ii) UBS (Lux) Equity Fund — China Opportunity (USD); (iii)
UBS (HK) Fund Series — China Opportunity Equity (USD); (iv) UBS (Lux) Equity SICA V —
All China (USD); (v) UBS (Lux) Investment SICA V — China A Opportunity (USD); (vi) UBS
(CAY) China A Opportunity; (vii) UBS (Lux) Key Selection SICA V — China Allocation
Opportunity (USD); and (viii) certain other segregated accounts and mandates. As confirmed
by UBS AM Singapore, no single ultimate beneficial owner holds 30% or more interest in those
funds.
UBS AM Singapore is a wholly owned subsidiary of UBS Asset Management AG, an
investment management company, which is wholly ultimately owned by UBS Group AG,
which is a company organized under Swiss law as a corporation that has issued shares of
common stock to investors. UBS Group AG’s shares are listed on the SIX Swiss Exchange
(stock code: UBSG) and the New York Stock Exchange (stock code: UBS).
WT
WT Asset Management Limited (“ WT”) 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 is beneficially owned as to 100% by Mr. Tongshu Wang, who is an Independent
Third Party. WT has agreed to procure certain investors, namely WT China Fund Limited, WT
China Focus Fund and/or WT Growth Fund (collectively, “ WT Funds ”), that WT has
discretionary investment management power over, to subscribe for such number of the Investor
Shares. WT Funds are managed by WT as investment manager. WT Funds pursue to achieve
CORNERSTONE INVESTORS
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--- page 314 ---
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 WT Funds
include but are not limited to pension funds, fund of funds, family offices and other
sophisticated institutional investors. Save for Mr. Tongshu Wang and a pension fund based in
North America who hold over 30% interests in WT Growth Fund and WT China Focus Fund,
respectively, no other single ultimate beneficial owner holds 30% or more interests in WT
Funds. As of February 28, 2025, the total AUM of WT Funds is approximately US$2.29 billion.
CPE Investment
CPE Redwood Investment Limited (“ CPE Investment ”) is a business company
incorporated under the laws of the BVI and its primary business activity is investment holding.
It is wholly owned by 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 controls CPE Management International II Limited. CPE
GOF II’s investor base comprises both corporate and entrepreneurial investors. No ultimate
beneficial owner of any limited partner or general partner holds more than 30% interests in
CPE Investment.
Oaktree
Oaktree Capital Management, L.P. (“ Oaktree ”) is the investment manager of Oaktree
Emerging Markets Equity Fund, L.P. and certain separately managed accounts within its
Emerging Markets Equity strategy (severally and not jointly) (each, an “ Oaktree Fund ”, and
collectively the “ Oaktree Funds ”). Oaktree Emerging Markets Equity Fund, L.P. had more
than 50 limited partners as of March 31, 2025, and no limited partner of Oaktree Emerging
Markets Equity Fund, L.P. holds 30% or more interests in Oaktree Emerging Markets Equity
Fund, L.P. as of March 31, 2025, while the other Oaktree Funds are separately managed
accounts of Oaktree. Oaktree is a Delaware limited partnership and is registered as an
investment adviser with the United States Securities and Exchange Commission. Oaktree is a
global alternative investment management firm. Its expertise in investing across capital
structures has allowed it to cultivate a diversified mix of global investment strategies in three
categories: credit, real estate, and equity. Oaktree’s investor base includes institutional
investors such as pension plans, insurance companies, endowments, foundations and sovereign
wealth funds. Brookfield Corporation, a company public listed on the New York Stock
Exchange (ticker symbol: BN) and the Toronto Stock Exchange (ticker symbol: BN), is the
only ultimate beneficial owner that indirectly holds an economic interest of more than 30% in
Oaktree as of May 1, 2025.
CORNERSTONE INVESTORS
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MX Bright
MX Bright Charm (BVI) Limited (“ MX Bright ”) is a company incorporated in the British
Virgin Islands, which is wholly owned by Genesis Capital III LP, whose general partner is
Genesis Capital III Ltd. Genesis Capital III Ltd is wholly owned by Yuan Capital III Ltd, which
is wholly owned by Mr. Zhijian Peng. The ultimate beneficial owner of Genesis Capital III LP
holding 30% or more of its interest is a global institutional investor and not an individual
shareholder. Other than the aforesaid limited partner holding 30% or more of its interest, no
other limited partners holds more than 30% of the partnership interest of Genesis Capital
III LP.
Mirae Investors
Mirae Asset Securities Co., Ltd (“ Mirae Securities ”) and Mirae Asset Global
Investments Co., Ltd. (“ Mirae Asset ”, together with Mirae Securities, “ Mirae Investors ”)
have, respectively, entered into Cornerstone Investment Agreements with our Company.
Mirae Securities
Mirae Securities is one of the largest investment banks incorporated in the Republic of
Korea, providing a comprehensive range of financial services including brokerage, wealth
management, investment banking, sales & trading, and principle investments. The company is
ultimately controlled by Mirae Asset Capital Co., Ltd., a financial investment company
incorporated in the Republic of Korea. The company engages primarily in corporate lending,
structured finance, and strategic investments to support the broader Mirae Asset Financial
Group. Mirae Securities is listed on the Korea Exchange under stock code 006800.KS.
Mirae Asset
Mirae Asset is a leading independent asset management company headquartered in Seoul,
Republic of Korea. Founded in 1997, it is a core part of the Mirae Asset Financial Group, one
of Asia’s largest financial services groups. The company has established itself as a global asset
manager with a strong presence in major financial markets worldwide, operating in 15
countries and regions and providing innovative investment solutions.
As of March 2025, Mirae Asset manages assets totaling US$267.0 billion, including
US$144.0 billion in ETF assets and offering 634 ETF products across 12 global markets. In
addition to ETFs, the company provides traditional fund management, real estate fund
management, infrastructure fund management, private equity, and multi-asset solutions etc.
Mirae Asset is owned as to 60.19% by Mr. Park Hyeon-joo and 36.92% by Mirae Asset
Consulting Co., Ltd., which is in turn held as to 48.49% by Mr. Park Hyeon-joo, whose spouse
also holds 10.15%. Other than Mr. Park Hyeon-joo, no ultimate beneficial owner holds 30% or
more in Mirae Asset Consulting Co., Ltd.
CORNERSTONE INVESTORS
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RBC Global Asset Management (Asia) Limited
RBC China Equity Fund and RBC Asia Pacific ex-Japan Equity Fund are sub-advised by
RBC Global Asset Management (Asia) Limited, a member company of RBC Global Asset
Management (“ RBC GAM ”), the asset management division of Royal Bank of Canada. RBC
GAM is a provider of global investment management services and solutions to institutional,
high-net-worth and individual investors through separate accounts, pooled funds, mutual funds,
hedge funds, exchange-traded funds and specialty investment strategies. As at December 31,
2024, the RBC GAM group of companies manage approximately CAD$485 billion in assets
and have approximately 1600 employees located across Canada, the United States, Europe and
Asia. No ultimate beneficial owner is holding 30% or more interests in either RBC China
Equity Fund or RBC Asia Pacific ex-Japan Equity Fund.
CPIC Investors
Pacific Asset Management Co., Limited (“ Pacific Asset Management ”) and CPIC
Investment Management (H.K.) Company Limited (“ CPIC (HK) ”, together with Pacific Asset
Management, “ CPIC Investors ”) have, respectively, entered into Cornerstone Investment
Agreement with our Company.
Pacific Asset Management
Pacific Asset Management was incorporated in the PRC and is the major external
investment entity of CPIC, a company listed on Shanghai Stock Exchange (stock code:
601601), the Hong Kong Stock Exchange (stock code: 2601) and its GDR listed under the code
CPIC. Pacific Asset Management’s principal businesses include the management and
deployment of internal funds and insurance funds, entrusted funds management business,
relevant consulting services related to funds management and other asset management
businesses as permitted under PRC laws and regulations. CPIC, being a composite insurance
company in the PRC based in Shanghai holds approximately (including both direct and indirect
interest) 99.7% of equity interest in Pacific Asset Management.
CPIC (HK)
CPIC (HK) was established in Hong Kong, and is principally engaged in asset
management and provision of investment advisory services, including the management of the
investment accounts of qualified domestic institutional investors of China Pacific Property
Insurance Co., Ltd. (“ China Pacific Property ”), a company engaging in the business of
property insurance. Both CPIC (HK) and China Pacific Property are part of a group of CPIC,
and CPIC holds approximately (including both direct and indirect interest) 100% of equity
interest in CPIC (HK) and 98.5% of equity interest in China Pacific Property.
CORNERSTONE INVESTORS
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LMR Master Fund
LMR Multi-Strategy Master Fund Limited (“ LMR Master Fund ”) is established in the
Cayman Islands and managed by LMR Partners LLP (“ LMR Partners ”, together with its
affiliates, “ LMR”), a global multi-strategy investment firm founded in 2009, specializing in
liquid, market-neutral trading strategies with a focus on relative value. LMR employs both
systematic and discretionary approaches to construct a diversified portfolio designed to
generate uncorrelated returns. LMR currently manages over US$11 billion in assets on behalf
of a global institutional client base. LMR has over 350 employees across offices in London,
New York, Hong Kong, Zurich, Dubai, Dublin, and Glasgow. Mr. Benjamin Levine, who is an
Independent Third Party, is the only individual that owns more than a 30% interest in LMR
Partners. There is no individual underlying investor that has more than 30% beneficial
ownership in the LMR Master Fund.
LUOYANG Sci-Tech Inv.
Luoyang Science Technology lnnvate Group, Ltd (“ LUOYANG Sci-Tech Inv. ”) is a
subsidiary established by Luoyang Industrial Holding Group Co., Ltd. (“ Luoyang Industrial
Group ”), as part of implementing Luoyang City’s innovation-driven strategy. LUOYANG
Sci-Tech Inv. has a registered capital of RMB2 billion, and its main activities include
investment and asset management services, among others. LUOYANG Sci-Tech Inv. is a
wholly-owned subsidiary of Luoyang Guohong Investment Holding Group Co., Ltd.
(“Luoyang Guohong Group ”). Luoyang Guohong Group is held by Luoyang Industrial Group
as to 94.76% and by the Henan Provincial Department of Finance as to 5.24%. Luoyang
Industrial Group is wholly owned by the State-owned Assets Supervision and Administration
Commission of the Luoyang Municipal People’s Government.
PSBC Wealth
PSBC Wealth Management Co., Ltd. (“ PSBC Wealth ”) was established on December 18,
2019, with a registered capital of RMB8.0 billion, in which Postal Savings Bank of China Co.,
Ltd. (stock code: 1658) holds a 100% stake and is ultimately controlled by China Post Group
Corporation Limited. Its business scope 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 eligible investors, investment and management of
entrusted assets for investors; financial advisory and consulting services, etc. PSBC Wealth
remained firmly committed to balanced development of scale, quality and profitability, aimed
at fostering core competitiveness, deepened investment analysis, marketing, internal control,
operational reforms and digital transformation, and continued to improve the rule-based,
specialized and market-oriented development of wealth management business.
CORNERSTONE INVESTORS
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Taikang Life
Taikang Life Insurance Co., Ltd (“ Taikang Life ”), a company incorporated in China, is
a wholly owned subsidiary of Taikang Insurance Group Inc. There is no shareholder holding
30% or more in Taikang Insurance Group Inc. Taikang Life provides a full range of personal
security and investment and wealth management products and services for individuals and
families. The products on offer correspond to the different requirements of customers in terms
of market segments such as the children and teenagers, females and high-income population
groups. They also meet multidimensional demands regarding health care and accident cover,
pensions and wealth management, among others. Taikang Insurance Group Inc is an insurance
and financial service conglomerate focused on insurance, asset management and health and
elderly care as main businesses. The Beijing-headquartered company consists of several
subsidiaries including Taikang Life, Taikang AMC, Taikang Pension, Taikang Healthcare,
Taikang Health, Taikang Dental, and TK.CN. Its product offering covers life insurance, internet
based financial insurance, enterprise annuity, asset management, health and elderly care, health
management and commercial real estate, among others.
Lingotto
Lingotto Innovation Master Fund (“ Lingotto ”) is a private investment fund managed by
Lingotto Investment Management LLP, a global asset management company, as investment
manager. Lingotto is domiciled in Ireland and is regulated by the Central Bank of Ireland.
Lingotto Investment Management LLP is ultimately wholly owned by Exor NV (EXO —
Euronext Amsterdam). Lingotto’s strategy focuses primarily on public equities with some
investments in private companies. The focus of this concentrated portfolio is on identifying
rare structural winners and backing companies leading innovation through exponential
technologies and business models. Except for Exor NV (EXO — Euronext Amsterdam) and a
European insurance company, Covéa, no other single ultimate beneficial owner holds more
than 30% of Lingotto. Covéa has no single ultimate beneficial owner holding more than 30%
interest in it.
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;
CORNERSTONE INVESTORS
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(ii) the Offer Price having been agreed upon between our Company and the Overall
Coordinators (for themselves and on behalf of the underwriters of the Global
Offering);
(iii) the Listing Committee of the Stock Exchange having granted the approval for the
listing of, and permission to deal in, the H Shares (including the H Shares 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 authority
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 acknowledgements, representations, warranties, undertakings and
confirmations of relevant Cornerstone Investor under the respective Cornerstone
Investment Agreement are accurate and true in all material respects and not
misleading and that there is no material breach of the Cornerstone Investment
Agreement on the part of the relevant Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each of the Cornerstone Investors has agreed that it will not, whether directly or
indirectly, at any time during the period of six months from (and inclusive of) the Listing Date
(the “Lock-up Period”), dispose of, in any way, any of the Offer Shares or any interest in any
company or entity holding such Offer Shares that they have purchased pursuant to the relevant
Cornerstone Investment Agreement, save for certain limited circumstances, such as transfers to
any of its wholly-owned subsidiaries who will be bound by the same obligations of such
Cornerstone Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
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FUTURE PLANS AND PROSPECTS
See “Business — Growth Strategies” for a detailed description of our future plans.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$30,717.9 million, after deducting underwriting commissions, fees and estimated expenses
payable by us in connection with the Global Offering, and at an Offer Price of HK$263.00 per
Share, assuming that the Offer Size Adjustment Option and the Over-allotment Option are not
exercised.
We currently intend to apply these net proceeds for the following purposes:
 Approximately 90% or HK$27,646.1 million will be used to advance the
construction of Phase I and II of our Hungary project.
The demand for EV batteries and ESS batteries in overseas markets, including
Europe, continues to grow. To better address customer needs and strengthen
customer relationships, we intend to establish localized production capabilities in
Europe, which is critical for our global footprint and international development. The
factory in Hungary can bring us closer to manufacturing facilities of main customers
in Europe, which will allow us to ensure more flexible and timely supply of our
products and services, ensure the stability of our customers’ supply chains and
enhance localized supply capability. In 2022, we held Board and Shareholders’
meetings and approved the proposal to invest in the construction of battery
production lines with an annual capacity of 100 GWh at the Debrecen factory in
Hungary in three phases. The total investment is expected to be no more than
EUR7.3 billion, with a total construction period estimated to be within 64 months.
Our Hungary project is located in Debrecen, Hungary, comprising a total site area
of 1.05 million square meters for Phase I and Phase II. The designed annual
production capacity of Phase I and II of our Hungary project is 34 GWh and 38
GWh, respectively, amounting to a total of 72 GWh. Our Hungary project can be
used for manufacturing EV batteries and ESS batteries, supplying European
automotive OEMs and other overseas customers.
To date, we have completed the initial preparations for the aforementioned project
in Hungary and have commenced the construction. As of December 31, 2024, we
had invested approximately EUR0.7 billion. The total investment for Phase I and II
of the project in Hungary is approximately EUR4.9 billion, and the remaining funds
will be invested successively in the future to complete the construction as planned.
FUTURE PLANS AND USE OF PROCEEDS
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/H11568The planned investment amount for Phase I of our Hungary project is EUR2.7
billion, with EUR0.7 billion had been deployed as of December 31, 2024. The
designed annual production capacity of Phase I of our Hungary project is 34
GWh. We have obtained all the necessary licenses and/or approvals in line with
the construction progress of Phase I of our Hungary factory.
We expect to complete the construction of factory and commence production
in 2025. The expenditures mainly include the funds required for the
construction of the factory, the purchase of key production equipment, and
other pre-construction preparation and trial production inputs.
/H11568The planned investment amount for Phase II of our Hungary project is EUR2.1
billion. As of December 31, 2024, we had not deployed capital in Phase II of
our Hungary project. The designed annual production capacity of Phase II of
our Hungary project is 38 GWh. Phase II of our Hungary factory is currently
in the preliminary preparation stage, and we intend to apply for the relevant
licenses and/or approvals in accordance with its construction progress.
We expect to commence the construction in 2025. The expenditures mainly
include the funds required for the construction of the factory, the purchase of
key production equipment, and other pre-construction preparation and trial
production inputs.
 Approximately 10% or HK$3,071.8 million will be used for working capital and
other general corporate purposes.
If the Offer Size Adjustment Option and the Over-allotment Option are exercised in full,
the net proceeds that we will receive will be approximately HK$40,636.5 million, at an Offer
Price of HK$263.00 per Share. In the event that the Offer Size Adjustment Option and the
Over-allotment Option are exercised, we intent to apply the additional net proceeds for the
above purposes according to the proportions stated above.
If the net proceeds from the Global Offering are not immediately used for the purposes
described above, and to the extent permitted by the relevant laws and regulations, they will be
deposited into short-term interest-bearing accounts at licensed commercial banks and/or other
authorized financial institutions (as defined under the Securities and Futures Ordinance or the
applicable laws and regulations in other jurisdictions).
We will issue an appropriate announcement if there is any material change to the above
proposed use of proceeds.
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITERS
China International Capital Corporation Hong Kong Securities Limited
China Securities (International) Corporate Finance Company Limited
J.P. Morgan Securities (Asia Pacific) Limited
Merrill Lynch (Asia Pacific) Limited
Goldman Sachs (Asia) L.L.C.
Morgan Stanley Asia Limited
UBS AG Hong Kong Branch
BNP Paribas Securities (Asia) 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. If, for any reason, the Offer Price is not agreed between the Overall
Coordinators (for themselves and on behalf of the Underwriters) and our Company, the Global
Offering will not proceed and will lapse.
The Global Offering comprises the Hong Kong Public Offering of initially 8,842,100
Hong Kong Offer Shares and the International Offering of initially 109,052,400 International
Offer Shares, subject to, in each case, reallocation on the basis as described in the section
headed “Structure of the Global Offering” as well as the Offer Size Adjustment Option and the
Over-allotment Option (applicable only to the International Offering) in this prospectus.
UNDERWRITING ARRANGEMENTS
Hong Kong Public Offering
Hong Kong Underwriting Agreement
We have entered into the Hong Kong Underwriting Agreement with, among others, the
Hong Kong Underwriters on May 9, 2025. Pursuant to the Hong Kong Underwriting
Agreement, we are offering the Hong Kong Offer Shares for subscription by the public in Hong
Kong at the Offer Price on, and subject to, the terms and conditions set out in this prospectus,
the Hong Kong Underwriting Agreement and on the designated website at www.eipo.com.hk .
Subject to (a) the Stock Exchange granting approval for the listing of, and permission to
deal in, our H Shares in issue and to be issued on the Main Board of the Stock Exchange
pursuant to the Global Offering (including additional H Shares which may be issued pursuant
to the exercise of the Offer Size Adjustment Option and the Over-allotment Option) and the
listing and permission not having been revoked; and (b) the satisfaction of certain other
conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong Underwriters
UNDERWRITING
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have agreed severally (but not jointly) to subscribe for, or procure subscribers for, their
respective applicable proportions of the Hong Kong Offer Shares being offered but which are
not taken up under the Hong Kong Public Offering, on the terms and conditions set out in this
prospectus, the Hong Kong Underwriting Agreement and on the designated website at
www.eipo.com.hk .
The Hong Kong Underwriting Agreement is conditional upon and subject to, among other
things, the International Underwriting Agreement having been entered into, becoming
unconditional and not having been terminated in accordance with other provisions.
Grounds for Termination
The Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters)
may, in their sole and absolute discretion and upon giving notice in writing to our Company,
terminate the Hong Kong Underwriting Agreement with immediate effect if at any time prior
to 8:00 a.m. on the Listing Date:
(i) there develops, occurs, exists or comes into force:
(a) any event, or series of events, in the nature of force majeure (including,
without limitation, any acts of government, declaration of a local, national,
regional or international emergency or war, calamity, crisis, epidemic,
pandemic, outbreaks, escalation, adverse mutation or aggravation of diseases
(including, without limitation, COVID-19, Severe Acute Respiratory
Syndrome (SARS), swine or avian flu, H5N1, H1N1, H7N9, Ebola virus,
Middle East respiratory syndrome and such related/mutated forms),
comprehensive sanctions, economic sanctions, strikes, labour disputes, lock
outs, other industrial actions, fire, explosion, flooding, earthquake, tsunami,
volcanic eruption, civil commotion, rebellion, riots, public disorder, acts of
war, outbreak or escalation of hostilities (whether or not war is declared), acts
of God, acts of terrorism (whether or not responsibility has been claimed),
paralysis in government operations, interruptions or delay in transportation) in
or affecting Hong Kong, the PRC, the United States, the United Kingdom, the
European Union (or any member thereof) or any other jurisdiction relevant to
our Group (each a “ Relevant Jurisdiction ” and collectively, the “ Relevant
Jurisdictions ”);
(b) any change or any development involving an anticipated change in any local,
national, regional or international financial, economic, political, military,
industrial, legal, fiscal, regulatory, currency, credit or market matters or
conditions, 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, interbank markets and credit markets), in or affecting any of the
Relevant Jurisdictions;
UNDERWRITING
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(c) 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 New
York Stock Exchange, the NASDAQ Global Market, the London Stock
Exchange, the Shanghai Stock Exchange or the Shenzhen Stock Exchange;
(d) any general moratorium on commercial banking activities in the PRC (imposed
by the People’s Bank of China), Hong Kong (imposed by the Financial
Secretary or the Hong Kong Monetary Authority or other competent authority),
New York (imposed at the U.S. Federal or New York State level or by any other
authority), London, the European Union (or any member thereof) or any of the
other Relevant Jurisdictions (declared by any relevant competent authority) or
any disruption in commercial banking or foreign exchange trading or securities
settlement or clearance services, procedures or matters in or affecting any of
the Relevant Jurisdictions;
(e) any new law or regulation, or any change or any development involving an
anticipated change in existing laws or regulations, or any change or any
development involving an anticipated change in the interpretation or
application thereof by any court or any other authority in or affecting any of
the Relevant Jurisdictions;
(f) the imposition of sanctions under any sanctions laws or regulations, in
whatever form, directly or indirectly, by or for any of the Relevant
Jurisdictions or relevant to the business operations of our Company or any
member of our Group;
(g) any change or any development involving an anticipated change or amendment
in or affecting taxation or foreign exchange control, currency exchange rates or
foreign investment regulations (including, without limitation, a devaluation of
the United States dollar, the Hong Kong dollar or RMB against any foreign
currencies or a change in the system under which the value of the Hong Kong
dollar is linked to that of the United States dollar or RMB is linked to any
foreign currency or currencies), or the implementation of any exchange
control, in any of the Relevant Jurisdictions or affecting an investment in the
Offer Shares;
(h) other than with the prior written consent of the Overall Coordinators, the issue
or requirement to issue by our Company of a supplement or amendment to this
prospectus, the final offering circular, the CSRC filings or other documents in
connection with the offer and sale of the Offer Shares pursuant to the
Companies (Winding up and Miscellaneous Provisions) Ordinance or the
Listing Rules or upon any requirement or request of the Stock Exchange and/or
the SFC;
UNDERWRITING
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(i) any demand by creditors for repayment of indebtedness or an order or petition
for the winding up or liquidation of any Major Subsidiary of our Company or
any composition or arrangement made by any Major Subsidiary of our
Company with its creditors or a scheme of arrangement entered into by any
Major Subsidiary of our Company or any resolution for the winding-up of any
Major Subsidiary of our Company or the appointment of a provisional
liquidator, receiver or manager over all or part of the assets or undertaking of
any Major Subsidiary of our Company or anything analogous thereto occurring
in respect of any Major Subsidiary of our Company;
(j) the Chairman of the Board or any person authorised by the Board to act for and
on behalf of our Company and/or the Board in connection with the Global
Offering is vacating his or her office;
(k) any litigation, dispute, proceeding, legal action or claim or regulatory or
administrative investigation or action being threatened, instigated or
announced against (1) our Company or any Major Subsidiary of our Company,
or (2) any of the Chairman of the Board, any Director or any member of the
senior management of our Company named in this prospectus that will result
in any of the persons listed above being prohibited by operation of law or
otherwise disqualified from taking part in management of our Company;
(l) any contravention by our Company, any Major Subsidiary of our Company, the
Chairman of the Board, any Director or any member of the senior management
of our Company named in this prospectus of any applicable laws and
regulations, including the Listing Rules, the Companies Ordinance, the
Companies (Winding up and Miscellaneous Provisions) Ordinance and the
PRC Company Law; or
(m) any non-compliance of this prospectus, the formal notice, the post hearing
information pack, the Disclosure Package (as defined in the International
Underwriting Agreement), the preliminary offering circular, the final offering
circular and any other announcement, document, materials or information
made, issued, given, released or used in connection with or in relation to the
contemplated offering and sale of the Offer Shares or otherwise in connection
with the Global Offering (the “ Offering Documents ”) or the CSRC filings
with the Listing Rules or any other applicable laws and regulations (including,
without limitation, the Listing Rules, the Companies Ordinance, the
Companies (Winding up and Miscellaneous Provisions) Ordinance and the
relevant rules of the CSRC); or
(n) any statement contained in any of the Offering Documents, the CSRC filings
and/or any notices, announcements, advertisements, communications or other
documents (including any announcement, circular, document or other
communication pursuant to the Hong Kong Underwriting Agreement) issued or
UNDERWRITING
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used by or on behalf of our Company in connection with the Global Offering
(including any supplement or amendment thereto) (the “ Global Offering
Documents ”) was, when it was issued, or has become, untrue, incorrect,
inaccurate or incomplete or misleading or deceptive, or that any estimate,
forecast, expression of opinion, intention or expectation contained in any such
documents, was, (including any supplement or amendment thereto) was, when
it was issued, or has become, not fair and honest or not based on reasonable
assumptions with reference to the facts and circumstances then subsisting; or
(o) 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 in, or omission from, any Global Offering Document; or
(p) there is a breach of, or any event or circumstance rendering untrue, incorrect,
incomplete or misleading in any respect, any of the representations or
warranties given by our Company in the Hong Kong Underwriting Agreement
or the International Underwriting Agreement (including any supplement or
amendment thereto), as applicable; or
which, (1) in any such case individually or in the aggregate involving (i)(b), (i)(d),
(i)(e), (i)(f), (i)(h), (i)(l), (i)(m), (i)(n) and/or (i)(p), in the discretion of the Joint
Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong
Kong Underwriters), or (2) in any other cases, in the reasonable opinion of the Joint
Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong
Kong Underwriters):
i. has or will have a material adverse effect on the success of the Global Offering
or the level of the Offer Shares being applied for, accepted, subscribed for or
purchased or the distribution of the Offer Shares or the level of indications of
interest of the Offer Shares; or
ii. makes or will make it inadvisable, inexpedient, impracticable or incapable for
the Hong Kong Public Offering and/or the Global Offering to proceed, or to
market the Global Offering or the delivery or distribution of the Offer Shares
on the terms and in the manner contemplated by the Global Offering
Documents; or
iii. has or will have the effect of making any part of the Hong Kong Underwriting
Agreement (including underwriting the Hong Kong Public Offering) 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
UNDERWRITING
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(ii) there has come to the notice of the Joint Sponsors and the Overall Coordinators that:
(a) the provision of services by any of the Joint Sponsors or the Overall
Coordinators under the respective engagement letters of the Ioint Sponsors and
Overall Coordinators could breach applicable laws, regulations or orders
(including, without limitation, sanctions or executive orders imposed by the
United States, the United Nations, the European Union or the United
Kingdom); or
(b) our Company breaches its obligations under the respective engagement letters
of the Ioint Sponsors and Overall Coordinators and such breach, if not
remedied, could lead to a breach by any of the Joint Sponsors or the Overall
Coordinators of its obligations under applicable laws, rules and regulations
(including the Code of Conduct for Persons Licensed by or Registered with the
Securities and Futures Commission or the Listing Rules); or
(c) there is any adverse development (including any actual or anticipated
governmental action, political consideration or negative media) on which any
of the Joint Sponsors and the Overall Coordinators has a material concern such
that it is not advisable for it to proceed with the proposed listing of the H
Shares of our Company and the Global Offering; or
(d) there is a material breach of any of the obligations imposed upon our Company
under the respective engagement letters of the Joint Sponsors and Sponsor-
Overall Coordinators, the Hong Kong Underwriting Agreement or the
International Underwriting Agreement (including any supplement or
amendment thereto); or
(e) the approval by the Listing Committee of the listing of, and permission to deal
in, the H Shares in issue and to be issued pursuant to the Global Offering
(including pursuant to any exercise of the Offer Size Adjustment Option and
the Over-allotment Option), other than subject to any applicable conditions, is
refused or not granted on or before the Listing Date, or if granted, the approval
is subsequently withdrawn, cancelled, revoked or withheld; or
(f) (A) the notice of acceptance of the CSRC filings issued by the CSRC and/or
the results of the CSRC filings published on the website of the CSRC is
rejected, withdrawn, revoked or invalidated; or (B) other than with the prior
written consent of the Overall Coordinators, the issue or requirement to issue
by our Company of a supplement or amendment to the CSRC filings pursuant
to the Trial Administrative Measures of Overseas Securities Offering and
Listing by Domestic Companies (ج)
and supporting guidelines issued by the CSRC or the Provisions on
Strengthening Confidentiality and Archives Administration of Overseas
Securities Offering and Listing by Domestic Companies (̋੶ྤʫΆุྤ
UNDERWRITING
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֛the “ CSRC Rules ”) or
upon any requirement or request of the CSRC; or (C) any non-compliance of
the CSRC filings with the CSRC Rules or any other applicable laws; or
(g) any of the experts (other than any of the Joint Sponsors) has withdrawn its
consent to the issue of this prospectus with the inclusion of its reports, letters
and/or legal opinions (as the case may be) and references to its name included
in the form and context in which it respectively appears; or
(h) our Company withdraws this prospectus (and/or any other documents used in
connection with the Global Offering) or the Global Offering; or
(i) there is a prohibition on our Company for whatever reason from offering,
allotting, issuing or selling any of the Offer Shares (including pursuant to any
exercise of the Offer Size Adjustment Option and the Over-Allotment Option)
pursuant to the terms of the Global Offering; or
(j) there is an order or petition for the winding-up of our Company or any
composition or arrangement made by our Company with its creditors or a
scheme of arrangement entered into by any our Company or any resolution for
the winding-up of our Company or the appointment of a provisional liquidator,
receiver or manager over all or part of the assets or undertaking of our
Company or anything analogous thereto occurring in respect of our Company.
Indemnity
We have agreed to indemnify the Hong Kong Underwriters for certain losses which they
may suffer or incur, including losses arising from their performance of their obligations under
the Hong Kong Underwriting Agreement and any breach by our Company of the Hong Kong
Underwriting Agreement.
The Hong Kong Underwriters’ Interests in our Company
Save for their respective obligations under the Hong Kong Underwriting Agreement, as
of the Latest Practicable Date, none of the Hong Kong Underwriters was interested directly or
indirectly in any Shares or any securities of any member of our Group or had any right or
option (whether legally enforceable or not) to subscribe for or purchase, or to nominate persons
to subscribe for or purchase, any Shares or any securities of any member of our Group.
The Hong Kong Underwriters and their affiliates may, subject to applicable laws and
regulations and in their ordinary and usual course of business, (i) provide financing in
connection with the subscription for, or purchase of, our securities with security interests over
all or part of such securities subscribed or purchased, and/or (ii) participate in or facilitate the
subscription for, or purchase of, our securities.
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Lock Up Arrangement
Undertakings by our Company to the Hong Kong Stock Exchange pursuant to the Listing
Rules
Pursuant to Rule 10.08 of the Listing Rules, we have undertaken to the Hong Kong Stock
Exchange that we will not exercise our power to issue further Shares, or securities convertible
into Shares (whether or not of a class already listed), or form the subject of any agreement
involving the issuance of such Shares or securities within six months from the Listing Date
(whether or not such issue of Shares or securities will be completed within six months from the
Listing Date) except the Offer Shares to be issued pursuant to the Global Offering (including
any additional Shares which may be issued pursuant to the exercise of the Offer Size
Adjustment Option and the Over-allotment Option), or under any other applicable
circumstances provided under Rule 10.08 of the Listing Rules.
Undertakings pursuant to the Hong Kong Underwriting Agreement
(A) Undertaking by our Company
Pursuant to the Hong Kong Underwriting Agreement, we have undertaken to each of
the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint
Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market
Intermediaries and the Hong Kong Underwriters not to (except pursuant to the Global
Offering, including pursuant to any exercise of the Offer Size Adjustment Option and the
Over-allotment Option, and pursuant to the employee incentive plans of the Company in
effect as of the date of the Hong Kong Underwriting Agreement), at any time after the
date of the Hong Kong Underwriting Agreement up to and including the date falling six
months after the Listing Date (the “ First Six-Month Period ”), 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 (including pursuant to the exceptions set out in Rule 10.08 of the Listing
Rules):
(a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or
agree to allot, issue or sell, assign, mortgage, charge, pledge, hypothecate,
lend, grant or sell any option, warrant, contract or right to subscribe for or
purchase, grant or purchase any option, warrant, contract or right to allot, issue
or sell, or otherwise transfer or dispose of or create an encumbrance over, or
agree to transfer or dispose of or create an encumbrance over, either directly
or indirectly, conditionally or unconditionally, any legal or beneficial interest
in any H Shares or other equity securities of the Company, or any interest in
any of the foregoing (including, without limitation, any equity 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
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equity securities of the Company, or any interest in any of the foregoing, as
applicable), or deposit any H Shares or other equity securities of the Company,
as applicable, with a depositary in connection with the issue of depositary
receipts; or
(b) enter into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of subscription or ownership (legal
or beneficial) of any H Shares or any other equity securities of the Company,
or any interest in any of the foregoing (including, without limitation, any
equity securities which are 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 the Company, or any
interest in any of the foregoing); or
(c) enter into any transaction with the same economic effect as any transaction
described in paragraph (a) or (b) above; or
(d) offer to or contract to or agree to announce, or publicly disclose that the
Company will or may enter into any transaction described in paragraph (a), (b)
or (c) above,
in each case, whether any of the transactions described in paragraphs (a), (b) or (c) above
is to be settled by delivery of any H Shares or other equity securities of the Company, in
cash or otherwise (whether or not the issue of such H Shares or other equity securities will
be completed within the First Six Month Period).
We have undertaken to each of the Joint Sponsors, the Sponsor-Overall
Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong
Kong Underwriters that we will not effect any purchase of the H Shares, or agree to do
so, which may reduce the holdings of the H Shares held by the public (as defined in Rule
8.24 of the Listing Rules) to below the minimum public float requirements specified in
the Listing Rules or any waiver granted and not revoked by the Stock Exchange prior to
the expiration of the First Six Month Period without first having obtained the prior written
consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf
of the Hong Kong Underwriters).
International Offering
International Underwriting Agreement
In connection with the International Offering, we expect to enter into the International
Underwriting Agreement with, among others, the International Underwriters at any time
between Tuesday, May 13, 2025 and Friday, May 16, 2025. Under the International
Underwriting Agreement, the International Underwriters would, subject to certain conditions,
UNDERWRITING
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severally (but not jointly) agree to purchase or procure purchasers for the International Offer
Shares initially offered pursuant to the International Offering. It is expected that the
International Underwriting Agreement may be terminated on grounds similar to those
contained in the Hong Kong Underwriting Agreement. See the subsection headed “Structure of
the Global Offering — The International Offering” for further details in this prospectus.
Over-allotment Option
We intend to grant to the International Underwriters the Over-allotment Option,
exercisable in whole or in part, at the sole and absolute discretion of the Overall Coordinators
on behalf of the International Underwriters from the Listing Date until 30 days from the last
day permitted for the making of applications under the Hong Kong Public Offering, pursuant
to which our Company may be required to issue up to an aggregate of 17,684,100 H Shares,
representing not more than 15.0% of the number of Offer Shares initially available under the
Global Offering (assuming the Offer Size adjustment Option is not exercised at all) or up to
an aggregate of 20,336,700 H Shares, representing not more than 15.0% of the number of Offer
Shares available under the Global Offering (assuming the Offer Size Adjustment Option is
exercised in full), at the Offer Price to cover over-allocations in the International Offering, if
any. See the subsection headed “Structure of the Global Offering — Over-allotment Option”
for details.
Offer Size Adjustment Option
The Company has an Offer Size Adjustment Option under the Hong Kong Underwriting
Agreement, exercisable by the Company with the prior written agreement between the
Company and the Overall Coordinators (for themselves and on behalf of the Underwriters) on
or before the time of execution of the Price Determination Agreement and will lapse
immediately thereafter. Upon the exercise of the Offer Size Adjustment Option, the Company
may issue up to 17,684,100 additional Offer Shares (being 15.0% of the Offer Shares initially
available under the Global Offering) at the Offer Price. The Offer Size Adjustment Option
provides flexibility to increase the number of Offer Shares available for purchase under the
Global Offering to cover additional market demand.
The exercise of the Offer Size Adjustment Option is also subject to the reallocation
arrangement as described in “Structure of the Global Offering — The Hong Kong Public
Offering — Reallocation.”
COMMISSION AND EXPENSES
The Underwriters will receive an underwriting commission (the “ Fixed Fee ”) of 0.2% of
the aggregate Offer Price of all the Offer Shares (including any Offer Shares to be issued
pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option).
For 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 to the International Underwriters. In addition, the Underwriters may receive a
UNDERWRITING
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discretionary incentive fee (the “ Discretionary Fee ”) of up to 0.6% of the aggregate Offer
Price of all the Offer Shares (including any Offer Shares to be issued pursuant to the exercise
of the Offer Size Adjustment Option and the Over-allotment Option). The ratio of Fixed Fee
and Discretionary Fee (if fully paid) is therefore 25:75.
Assuming the Offer Size Adjustment Option and the Over-allotment Option are not
exercised at all, and based on an Offer Price of HK$263.00 per H Share, the aggregate
commissions and fees (assuming full payment of the discretionary incentive fee), together with
the Stock Exchange listing fees, the SFC transaction levy, the AFRC transaction levy, the Hong
Kong Stock Exchange trading fee, legal and other professional fees and printing and other
expenses relating to the Global Offering to be borne by our Company are estimated to amount
to approximately HK$288.3 million in aggregate.
JOINT SPONSORS’ FEE
A fee of US$300,000 is payable by the Company as sponsor fees to each Joint Sponsor.
JOINT SPONSORS’ INDEPENDENCE
Each Joint Sponsor satisfies the independence criteria applicable to sponsors set out in
Rule 3A.07 of the Listing Rules.
ACTIVITIES BY UNDERWRITERS
Each of the Underwriters and their respective affiliates may individually undertake a
variety of activities which do not form part of the underwriting or stabilizing process.
The Underwriters and their respective affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of
commercial and investment banking, brokerage, funds management, trading, hedging,
investing and other activities for their own account and for the account of others. In the
ordinary course of their business activities, the Underwriters 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. These investment and trading activities
may involve or relate to our assets, securities and/or instruments and/or persons and entities
with relationships with us and may also include swaps and other financial instruments entered
into for hedging purposes in connection with our loans and other debt.
In relation to our H Shares, the activities of the Underwriters and their respective
affiliates may include acting as agent for buyers and sellers of our H Shares, entering into
transactions with those buyers and sellers in a principal capacity, including as a lender to initial
purchasers of our H Shares (whose financing may be secured by our H Shares) in the Global
Offering, proprietary trading in our H Shares, and entering into over the counter or listed
derivative transactions or listed or unlisted securities transactions (including issuing securities
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such as derivative warrants listed on a stock exchange) which have as their underlying assets,
assets including our 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 our H Shares, which may
have a negative impact on the trading price of our H Shares. All such activities may take place
in Hong Kong and elsewhere in the world and may result in the Underwriters and their
respective affiliates holding long and/or short positions in our H Shares, in baskets of securities
or indices including our H Shares, in units of funds that may purchase our H Shares, or in
derivatives related to any of the foregoing.
In relation to issues by the Underwriters or their respective affiliates of any listed
securities having our H Shares as their underlying securities, whether on the Hong Kong 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 our H Shares in most
cases.
All these 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 our H Shares, the liquidity or trading volume in our H Shares and
the volatility of the price of our 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 Underwriters and
their respective affiliates will be subject to certain restrictions, including the following:
(a) the Underwriters and their respective affiliates (other than the Stabilizing Manager
or any person acting for it) must not, in connection with the distribution of the Offer
Shares, effect any transactions (including issuing or entering into any option or other
derivative transactions relating to the Offer Shares), whether in the open market or
otherwise, with a view to stabilizing or maintaining the market price of any of the
Offer Shares at levels other than those which might otherwise prevail in the open
market; and
(b) the Underwriters and their respective affiliates 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.
Some of the Underwriters or their respective affiliates have provided from time to time
and are expected to provide to our Group investment banking and other services in the future
for which the Underwriters or their respective affiliates have received or will receive
customary fees and commissions.
In addition, the Underwriters or their respective affiliates may provide financing to
investors to finance their subscriptions of Offer Shares in the Global Offering.
UNDERWRITING
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THE GLOBAL OFFERING
The Global Offering consists of (subject to reallocation, the Offer Size Adjustment Option
and the Over-allotment Option as described below):
(a) the Hong Kong Public Offering of initially 8,842,100 H Shares (subject to
reallocation and the Offer Size Adjustment Option) as described below under “—
The Hong Kong Public Offering;” and
(b) the International offering of initially 109,052,400 H Shares (subject to reallocation,
the Offer Size Adjustment Option and the Over-allotment Option) outside the United
States (including to professional and institutional investors in Hong Kong) in
offshore transactions in reliance on Regulation S, as described below under the
subsection headed “— The International Offering.”
Investors may either apply for our H Shares under the Hong Kong Public Offering; or
apply for or indicate an interest, if qualified to do so, for our H Shares under the International
Offering, but may not do both.
The Offer Shares will represent approximately 2.61% of the total Shares in issue
immediately following the completion of the Global Offering (assuming that the Offer Size
Adjustment Option and the Over-allotment Option are not exercised). If the Over-allotment
Option is exercised in full, the Offer Shares will represent approximately 2.99% of the enlarged
issued share capital of our Company (assuming the Offer Size Adjustment Option is not
exercised at all) or approximately 3.42% of the enlarged issued share capital of our Company
(assuming the Offer Size Adjustment option is exercised in full) immediately following the
completion of the Global Offering.
UNDERWRITING ARRANGEMENTS
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters
under the terms of the Hong Kong Underwriting Agreement, subject to the conditions set out
in the subsection headed “— Conditions of the Global Offering” and the Overall Coordinators
(for themselves and on behalf of the Underwriters) and our Company agreeing on the Offer
Price.
We expect to enter into the International Underwriting Agreement relating to the
International Offering at any time between Tuesday, May 13, 2025 and Friday, May 16, 2025.
The underwriting arrangements, the Hong Kong Underwriting Agreement and the
International Underwriting Agreement are summarized in the section headed “Underwriting.”
STRUCTURE OF THE GLOBAL OFFERING
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THE HONG KONG PUBLIC OFFERING
Number of H Shares Initially Offered
We are initially offering 8,842,100 H Shares at the Offer Price for subscription by the
public in Hong Kong, representing approximately (i) 7.5% of the 117,894,500 H Shares
initially made available under the Global Offering and (ii) 0.20% of the total Shares in issue
immediately following the completion of the Global Offering (in each case, subject to the
reallocation of Offer Shares between the International Offering and the Hong Kong Public
Offering and assuming the Offer Size Adjustment Option and the Over-allotment Option are
not exercised).
Allocation
Allocation of H 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. The allocation of Hong Kong Offer Shares could, where appropriate,
consist of balloting, which would mean that some applicants may receive a higher allocation
than others who have applied for the same number of Hong Kong Offer Shares, and those
applicants who are not successful in the ballot may not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of Hong Kong Offer Shares available under
the Hong Kong Public Offering (after taking into account any reallocation referred to below)
will be divided equally (to the nearest board lot) into two pools: Pool A and Pool B (with any
odd lots being allocated to pool A).
 Pool A : The Hong Kong Offer Shares in Pool A will be allocated on an equitable
basis to applicants who have applied for Hong Kong Offer Shares with a total price
of HK$5 million or less (excluding the brokerage fee, the SFC transaction levy, the
AFRC transaction levy and the Hong Kong Stock Exchange trading fee).
 Pool B : The Hong Kong Offer Shares in Pool B will be allocated on an equitable
basis to applicants who have applied for Hong Kong Offer Shares with a total price
of more than HK$5 million and up to the total value of Pool B (excluding the
brokerage fee, the SFC transaction levy, the AFRC transaction levy and the Hong
Kong Stock Exchange trading fee).
For the purpose of the immediately preceding paragraph only, the “price” for the Hong
Kong Offer Shares means the price payable on application, and therefor is HK$263.00 per
Offer Share.
STRUCTURE OF THE GLOBAL OFFERING
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Applicants should be aware that applications in Pool A and Pool B are likely to receive
different allocation ratios. If Hong Kong Offer Shares in one pool (but not both pools) are
undersubscribed, the unsubscribed Hong Kong Offer Shares will be transferred to the other
pool to satisfy demand in that other pool and be allocated accordingly.
Applicants can only receive an allocation of Hong Kong Offer Shares from either Pool A
or Pool B but not from both pools. Multiple or suspected multiple applications and any
application for more than 4,421,000 Hong Kong Offer Shares (being approximately 50% of the
H Shares initially made available under the Hong Kong Public Offering assuming the Offer
Size Adjustment Option is not exercised) will be rejected.
Reallocation
The allocation of the Offer Shares between the Hong Kong Public Offering and the
International Offering is subject to reallocation under the Listing Rules. Paragraph 4.2 of
Practice Note 18 of the Listing Rules requires a clawback mechanism to be put in place which
would have the effect of increasing the number of Hong Kong Offer Shares to a certain
percentage of the total number of Offer Shares offered under the Global Offering when certain
prescribed total demand levels are reached under the Hong Kong Public Offering.
We have applied for, and the Stock Exchange has granted us, a waiver from stock
compliance with paragraph 4.2 of Practice Note 18 of the Listing Rules, on the basis the Hong
Kong Public Offering will initially account for 7.5% of the Global Offering, with the reminder
being the International Offering, without being subject to any claw-back mechanism.
If the Hong Kong Public Offering is not fully subscribed, the Overall Coordinators may
reallocate all or some unsubscribed Hong Kong Offer Shares to the International Offering, in
such proportions as the Overall Coordinators may, in their sole and absolute discretion,
determine. For the avoidance of doubt, no International Offer Shares will be reallocated to
Hong Kong Public Offering in any event.
Applications
Each applicant under the Hong Kong Public Offering must give an undertaking and
confirmation in the application submitted by that applicant that he/she/it and any person(s) for
whose benefit the applicant is making the application have not applied for or taken up, or
indicated an interest for, and will not apply for or take up, or indicate an interest for, any
International Offer Shares under the International Offering, and that applicant’s application is
liable to be rejected if either or both of the undertaking and confirmation are breached or the
applicant has been or will be placed or allocated International Offer Shares under the
International Offering.
STRUCTURE OF THE GLOBAL OFFERING
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THE INTERNATIONAL OFFERING
Number of H Shares Initially Offered
We are initially offering 109,052,400 H Shares at the Offer Price for subscription or sale
under the International Offering (subject to reallocation, the Offer Size Adjustment Option and
the Over-allotment Option), representing approximately 92.5% of the 117,894,500 H Shares
initially made available under the Global Offering. Subject to the reallocation of the Offer
Shares between the International Offering and the Hong Kong Public Offering, the number of
H Shares initially offered under the International Offering will represent approximately 2.41%
of the total Shares in issue immediately following the completion of the Global Offering
(assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised).
Allocation
The International Offering will include selective marketing of Offer Shares to
institutional and professional investors and other investors anticipated to have a sizeable
demand for the Offer Shares in Hong Kong and other jurisdictions outside the United States in
reliance on Regulation S. Professional investors generally include brokers, dealers, companies
(including fund managers) whose ordinary business involves dealing in shares and other
securities and corporate entities that regularly invest in shares and other securities.
The International Underwriters are soliciting from prospective investors indications of
interest in acquiring our H Shares in the International Offering. Prospective investors will be
required to specify the number of International Offer Shares under the International Offering
they would be prepared to acquire. This process, known as “book-building,” may continue up
to the last day for the making of applications under the Hong Kong Public Offering, but may
cease earlier in the event that the International Offering is fully covered. Allocation of Offer
Shares under the International Offering will be effected in accordance with such
“book-building” process 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. In the event that the International Offering is fully covered, the Offer
Price may be fixed at any time earlier than 12:00 noon on Friday, May 16, 2025 (being the
latest time for the Offer Price to be fixed) as described in the section headed “— Pricing”, the
allocation of the International Offer Shares under the International Offering will be determined
shortly thereafter. Accordingly, the “book-building” process may cease earlier and will not
continue up to the last day for making of applications under the Hong Kong Public Offering.
The Overall Coordinators (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
STRUCTURE OF THE GLOBAL OFFERING
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information to the Overall Coordinators so as to allow it to identify the relevant applications
under the Hong Kong Public Offering and to ensure that they are excluded from any allocation
of Offer Shares under the Hong Kong Public Offering.
Reallocation
The total number of Offer Shares to be issued or sold pursuant to the International
Offering may change as a result of any reallocation of Offer Shares between the Hong Kong
Public Offering and the International Offering as described in the subsection headed “— The
Hong Kong Public Offering — Reallocation,” and the exercise of the Offer Size Adjustment
Option and the Over-allotment Option in whole or in part as described in the subsections
headed “— Offer Size Adjustment Option” and “— Over-allotment Option.”
PRICING
Determining the Pricing of the Offer Shares
The Offer Price for the purposes of the various offerings under the Global Offering will
be fixed between the Company and the Overall Coordinators (for themselves and on behalf of
the Underwriters) at any time between Tuesday, May 13, 2025 and Friday, May 16, 2025 (both
days inclusive, but in any event no later than 12:00 noon on Friday, May 16, 2025 (“ Latest
Time for Price Determination ”)), and the allocation of the International Offer Shares under
the International Offering will be determined shortly thereafter.
We will determine the Offer Price by reference to, among other factors, the closing price
of the A Shares on the Shenzhen Stock Exchange on the last trading day on or before the Price
Determination Date (which is accessible to the Shareholders and potential investors at
www.szse.cn/English/siteMarketData/siteMarketDatas/lookup/index.html?code=300750 ),
and the Offer Price will not be more than HK$263.00. The historical prices of our A Shares and
trading volume on Shenzhen Stock Exchange are set out below.
Period High Low ADTV (1)
(RMB) (RMB) (A Shares)
Year ended December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118337.14 203.06 27,686,990
Year ended December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118264.89 146.97 21,440,856
Year ended December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118299.00 140.75 25,527,590
Year of 2025 (up to the Latest
Practicable Date) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118275.55 211.39 23,573,138
Note:
(1) Average daily trading volume (“ ADTV”) represents daily average number of our A Shares traded over
the relevant period.
STRUCTURE OF THE GLOBAL OFFERING
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The final Offer Price, the level of indications of interest in the International Offering, the
level of applications in the Hong Kong Public Offering, the basis of allocations of the Hong
Kong Offer Shares and the results of allocations in the Hong Kong Public Offering are
expected to be made available through a variety of channels in the manner described in “How
to Apply for Hong Kong Offer Shares — Publication of Results.”
Price Payable on Application
Applicants for Hong Kong Offer Shares may be required to pay, on application (subject
to application channel), the maximum Offer Price per Hong Kong Offer Share plus the
brokerage fee of 1.0%, the SFC transaction levy of 0.0027%, the AFRC transaction levy of
0.00015% and the Hong Kong Stock Exchange trading fee of 0.00565%, amounting to a total
of HK$26,565.24 for one board lot of 100 H Shares. If the Offer Price, as finally determined
in the manner described in “— Determining the Pricing of the Offer Shares ” above, is less than
the maximum Offer Price, appropriate refund payments (including the brokerage, the SFC
transaction levy, the Stock Exchange trading fee and the AFRC transaction levy attributable to
the surplus application monies) will be made to successful applicants, without interest. Further
details are set out in “How to Apply for Hong Kong Offer Shares.”
Reduction in Number of Offer Shares and/or Offer Price
The Overall Coordinators (on behalf of the Underwriters) may, based on the level of
interest expressed by prospective investors during the book-building process in respect of the
International Offering, and with our consent, reduce the number of Offer Shares below that
stated in this prospectus at any time on or before the morning of the last day for making
applications under the Hong Kong Public Offering. In this case, we will as soon as practicable
after the decision to make the reduction (and no later than the morning of the last day for
making applications under the Hong Kong Public Offering) publish on the website of the Hong
Kong Stock Exchange at www.hkexnews.hk and our website at www.catl.com notice of the
reduction, the cancellation of the Global Offering and the relaunch of the Global Offering at
the revised number of Offer Shares. This notice will also include confirmation or revision, as
appropriate, of the working capital statement and the Global Offering statistics as set out in this
prospectus, as well as any other financial information which may change as a result of the
reduction.
We will, as soon as practicable following the decision to make the reduction, in addition
to publishing the notice, issue a supplemental prospectus containing details in relation to the
change in the number of Offer Shares being offered. The Global Offering will be cancelled and
subsequently relaunched on FINI pursuant to the supplemental prospectus.
Before making applications for the Hong Kong Offer Shares, applicants should have
regard to the possibility that any announcement of a reduction in the number of Offer Shares
may not be made until or before the day which is the last day for making applications under
the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
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In the absence of a notice of reduction, the number of Offer Shares (if the Company
agrees with the Overall Coordinator (on behalf of the Underwriters)) will not be reduced.
Announcement of the Basis of Allocations
The level of applications in the Hong Kong Public Offering, level of indications of
interest in the International Offering, and basis of allocations of the Hong Kong Offer Shares
are expected to be made available through a variety of channels in the manner described in the
subsection headed “How to Apply for the Hong Kong Offer Shares — Publication of Results.”
OFFER SIZE ADJUSTMENT OPTION
In order to provide the Company with the flexibility to increase the number of Offer
Shares available under the Global Offering to cover additional demand, the Company has an
Offer Size Adjustment Option which will allow the Company to issue up to 17,684,100
additional Offer Shares (representing 15.0% of the Offer Shares initially being offered under
the Global Offering) (the “ Offer Size Adjustment Option Shares ”) at the Offer Price. The
Offer Size Adjustment Option may be exercised on or before the time of execution of the Price
Determination Agreement and will lapse immediately thereafter
The Offer Size Adjustment Option is contained in the Hong Kong Underwriting
Agreement and is exercisable by the Company with the prior written agreement between the
Company and the Overall Coordinators (for themselves and on behalf of the Underwriters) on
or before the time of the execution of the Price Determination Agreement. If it is not exercised
by such time, then the Offer Size Adjustment Option will lapse. In considering whether to
exercise the Offer Size Adjustment Option, the Company and the Overall Coordinators will
take into account a number of factors, including, among other things:
(a) whether the level of interest expressed by prospective professional and institutional
investors during the book-building process under the International Offering is
sufficient to cover:
(i) the total number of Offer Shares, which represents the aggregate of the Offer
Shares initially available under the Global Offering and the additional Offer
Shares upon any exercise of the Offer Size Adjustment Option; and
(ii) the corresponding number of H Shares under the Over-allotment Option;
(b) the prices at which prospective professional and institutional investors have
indicated they would be prepared to acquire the Offer Shares in the course of the
book-building process;
(c) the quality of investors, with a view to establishing a solid professional institutional
and investor shareholder base to the benefit of the Company and its Shareholders as
a whole;
STRUCTURE OF THE GLOBAL OFFERING
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(d) the level of subscriptions by the valid applications in the Hong Kong Public
Offering; and
(e) general market conditions.
These Offer Size Adjustment Option Shares, if any, will be allocated in such manner as
closely as practicable to maintain the proportionality between the Hong Kong Public Offering
and the International Offering, and the Overall Coordinators shall allocate additional H Shares
to be offered by our Company pursuant to the International Offering to the Hong Kong Public
Offering in order to maintain such proportionality and the relevant number of Offer Size
Adjustment Option Shares shall be allocated to the International Offering to maintain such
proportionality, i.e., the initial proportion of 7.5%:92.5% between the Hong Kong Public
Offering and the International Offering, except for the scenario where excess additional Offer
Shares are not taken up by retail investors under the Hong Kong Public Offering and will then
be reallocated to International Offering to satisfy excess demand in the International Offering
as described in details below, in which case the final allocation of Offer Shares to the Hong
Kong Public Offering will be less than 7.5% of the total number of Offer Shares in the Global
Offering after the exercise of the Offer Size Adjustment Option.
Furthermore, the Company and the Overall Coordinators will only exercise the Offer Size
Adjustment Option to the extent that the Offer Size Adjustment Option Shares to be allocated
to the International Offering in order to maintain the initial proportionality between the Hong
Kong Public Offering and the International Offering will be fully subscribed to ensure no Offer
Size Adjustment Option Shares allocated to the International Offering will be reallocated to the
Hong Kong Public Offering.
In the event that the Offer Size Adjustment Option is exercised in full:
(a) if the Hong Kong Public Offering is oversubscribed by at least 0.15 time (being the
percentage which the additional Offer Shares issued pursuant to the Offer Size
Adjustment Option represent as a percentage to the number of the initial Offer
Shares), the additional Offer Shares will be allocated so as to maintain the initial
proportionality between the Hong Kong Public Offering and the International
Offering;
(b) if the Hong Kong Public Offering is oversubscribed by less than 0.15 time, the
additional Offer Shares will first be allocated to maintain, to the extent possible, the
initial proportion of 7.5%:92.5% between the Hong Kong Public Offering and the
International Offering. Any excess additional Offer Shares not taken up by retail
investors under the Hong Kong Public Offering will then be reallocated to
International Offering to satisfy excess demand in the International Offering. In such
a case, the final allocation of Offer Shares to the Hong Kong Public Offering will
be less than 7.5% of the total number of Offer Shares in the Global Offering after
the exercise of the Offer Size Adjustment Option.
STRUCTURE OF THE GLOBAL OFFERING
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In the event that the Offer Size Adjustment Option is exercised in part:
(a) if the Hong Kong Public Offering is oversubscribed by at least the relevant multiple
(being the percentage which the additional Offer Shares issued pursuant to the Offer
Size Adjustment Option represent as a percentage to the number of the initial Offer
Shares), the additional Offer Shares will be allocated so as to maintain the initial
proportionality between the Hong Kong Public Offering and the International
Offering;
(b) if the Hong Kong Public Offering is oversubscribed by less than the relevant
multiple (being the percentage which the additional Offer Shares issued pursuant to
the Offer Size Adjustment Option represent as a percentage to the number of the
initial Offer Shares), the additional Offer Shares will first be allocated to maintain,
to the extent possible, the initial proportion of 7.5%:92.5% between the Hong Kong
Public Offering and the International Offering. Any excess additional Offer Shares
not taken up by retail investors under the Hong Kong Public Offering will then be
reallocated to International Offering to satisfy excess demand in the International
Offering. In such a case, the final allocation of Offer Shares to the Hong Kong
Public Offering will be less than 7.5% of the total number of Offer Shares in the
Global Offering after the exercise of the Offer Size Adjustment Option.
In the event that the Hong Kong Public Offering is undersubscribed, all the additional
Offer Shares will be allocated to the International Offering. In such a case, the final allocation
of Offer Shares to the Hong Kong Public Offering will be less than 7.5% of the total number
of Offer Shares in the Global Offering after the exercise of the Offer Size Adjustment Option.
If the Offer Size Adjustment Option is exercised in full, the additional Offer Shares to be
issued pursuant thereto will represent approximately 0.39% of our enlarged issued share capital
immediately following the completion of the Global Offering (assuming the Over-allotment
Option is not exercised). The dilution effect of the Offer Size Adjustment Option (assuming the
Over-allotment Option is not exercised) is set out below:
Number of H Shares
issued under the Global
Offering before the
exercise of the Offer Size
Adjustment Option (the
“Original Subscribers”)
Approximate percentage
of total issued share
capital held by the
Original Subscribers
before the exercise of the
Offer Size Adjustment
Option
Number of H Shares
issued under the Global
Offering after the
exercise of the Offer Size
Adjustment Option in
full
Approximate percentage
of total issued share
capital held by the
Original Subscribers
after the exercise of the
Offer Size Adjustment
Option in full
117,894,500 2.61% 135,578,600 2.60%
The Offer Size Adjustment Option will not be used for price stabilization purposes and
will not be subject to the provisions of the Securities and Futures (Price Stabilizing) Rules
(Chapter 571W of the Laws of Hong Kong). The Offer Size Adjustment Option will be in
addition to the Over-allotment Option.
STRUCTURE OF THE GLOBAL OFFERING
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The Company will disclose in its allotment results announcement if and to what extent the
Offer Size Adjustment Option has been exercised, the final allocation of Offer Shares between
the Hong Kong Public Offering and the International Offering and the use of the additional
proceeds received, or will confirm that if the Offer Size Adjustment Option has not been
exercised by the Price Determination Date, it will lapse and cannot be exercised at any future
date.
OVER-ALLOCATION
Following any over-allocation of H Shares in connection with the Global Offering, the
Stabilizing Manager (or any person acting for it) may cover the over-allocation by exercising
the Over-allotment Option in full or in part, or by using H Shares purchased by the Stabilizing
Manager (or any person acting for it) in the secondary market at prices that do not exceed the
Offer Price or a combination of these means.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, we may grant the Over-allotment Option to the
International Underwriters, exercisable by the Overall Coordinators in their sole and absolute
discretion on behalf of the International Underwriters.
Pursuant to the Over-allotment Option (if granted), the International Underwriters have
the right, exercisable by the Overall Coordinators (in their sole and absolute discretion on
behalf of the International Underwriters) at any time from the Listing Date until 30 days from
the last day for the making of applications under the Hong Kong Public Offering (being the last
day for the exercise of the Over-allotment Option, which is Saturday, June 14, 2025), to require
us to allot and issue up to an aggregate of 17,684,100 H Shares, representing not more than
15.0% of the number of Offer Shares initially available under the Global Offering (assuming
the Offer Size Adjustment Option is not exercised at all) or up to an aggregate of 20,336,700
H Shares, representing not more than 15.0% of the number of Offer Shares available under the
Global Offering (assuming the Offer Size Adjustment Option is exercised in full), at the Offer
Price, to cover over-allocations in the International Offering, if any.
If the Offer Size Adjustment Option is not exercised and the Over-allotment Option is
exercised in full, the additional Offer Shares to be issued pursuant thereto will represent
approximately 0.39% of the enlarged issued share capital of our Company immediately
following the completion of the Global Offering. If the Offer Size Adjustment Option and the
Over-allotment Option are exercised in full, the additional Offer Shares to be issued pursuant
to the Over-allotment Option will represent approximately 0.45% of the enlarged issued share
capital of our Company immediately following the completion of the Global Offering. If the
Over-allotment Option is exercised, an announcement will be made.
STRUCTURE OF THE GLOBAL OFFERING
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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 market price of the securities below the Offering Price. These transactions may
be effected in jurisdictions where it is permitted to do so, in each case in compliance with all
applicable laws and regulatory requirements, including those in Hong Kong. In Hong Kong, the
price at which stabilization is effected cannot exceed the offer price of shares.
In connection with the Global Offering, the Stabilizing Manager (or any person acting for
it), on behalf of the Underwriters, may over-allocate or effect short sales or any other
stabilizing transactions with a view to stabilizing or maintaining the market price of our H
Shares at a level higher than that which might otherwise prevail in the open market. However,
there is no obligation on the Stabilizing Manager to conduct any stabilizing activity. Stabilizing
actions, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or
any person acting for it) and in what the Stabilizing Manager reasonably regards as being in
our best interest, (b) may be discontinued at any time and (c) is required to end within 30 days
of the last day for making applications under the Hong Kong Public Offering.
Stabilizing activities permitted in Hong Kong pursuant to the Securities and Futures
(Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) include (a) over-
allocation for the purpose of preventing or minimising any reduction in the market price of our
H Shares, (b) selling or agreeing to sell our H Shares so as to establish a short position in them
for the purpose of preventing or minimising any reduction in the market price of our H Shares,
(c) subscribing, or agreeing to subscribe, for our H Shares pursuant to the Over-allotment
Option in order to close out any position established under (a) or (b), (d) purchasing, or
agreeing to purchase, our H Shares for the sole purpose of preventing or minimising any
reduction in the market price of our H Shares, (e) selling or agreeing to sell our H Shares to
liquidate a long position held as a result of those purchases and (f) offering or attempting to
do anything described in (b), (c), (d) or (e).
Specifically, applicants for and investors in the Offer Shares should note that:
(a) as a result of effecting transactions to stabilize or maintain the market price of our
H Shares, the Stabilizing Manager (or any person acting for it) may maintain a long
position in our H Shares;
(b) the size of the long position, and the period for which the Stabilizing Manager (or
any person acting for it) will maintain the long position is at the discretion of the
Stabilizing Manager and is uncertain;
(c) liquidation of any long position by the Stabilizing Manager (or any person acting for
it) and selling in the open market may have an adverse impact on the market price
of our H Shares;
STRUCTURE OF THE GLOBAL OFFERING
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(d) the duration of the stabilizing action by the Stabilizing Manager (or any person
acting for it) shall not longer than the stabilizing period, which begins on the Listing
Day and ends on Saturday, June 14, 2025 (being the 30th day after the last day for
making applications under the Hong Kong Public Offering). As a result, demand for
our H Shares, and their market price, may fall after the end of the stabilizing period;
(e) stabilizing activities by the Stabilizing Manager (or any person acting for it) may
stabilize, maintain or otherwise affect the market price of our H Shares. This means
the price of our H Shares may be higher than the price that otherwise might exist in
the open market;
(f) there is no assurance that the price of our H Shares can stay at or above the Offer
Price by the taking of any stabilizing action either during or after the stabilizing
period; and
(g) bids for or market purchases of our H Shares by the Stabilizing Manager (or any
person acting for it) may be made at a price at or below the Offer Price and therefore
at or below the price paid for our H Shares by purchasers.
In order to effect stabilization actions, the Stabilizing Manager will arrange cover of up
to an aggregate of 17,684,100 H Shares, representing not more than 15.0% of the number of
Offer Shares initially available under the Global Offering (assuming the Offer Size Adjustment
Option is not exercised at all) or up to an aggregate of 20,336,700 H Shares, representing not
more than 15.0% of the number of Offer Shares available under the Global Offering (assuming
the Offer Size Adjustment Option is exercised in full), 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 in full before the Listing Date. Both the size of such cover and
the extent to which the Over-allotment Option can be exercised will depend on whether
arrangements can be made with investors such that a sufficient number of H Shares can be
delivered on a delayed basis. If no investor in the International Offering agrees to the delayed
delivery arrangements, no stabilizing actions will be undertaken by the Stabilizing Manager
and the Over-allotment Option will not be exercised.
We will make an announcement in compliance with the Securities and Futures (Price
Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) within seven days of the
expiration of the stabilizing period.
STRUCTURE OF THE GLOBAL OFFERING
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CONDITIONS OF THE GLOBAL OFFERING
Acceptance of applications for the Hong Kong Offer Shares will be conditional on:
(a) the Listing Committee granting approval for the listing of, and permission to deal in,
our H Shares in issue and to be issued pursuant to the Global Offering (including any
additional H Shares which may be issued pursuant to the exercise of the Offer Size
Adjustment Option and the Over-allotment Option) on the Main Board of the Hong
Kong Stock Exchange as described in this prospectus and the approval not having
been withdrawn, canceled or revoked;
(b) the Offer Price having been agreed between the Overall Coordinators (for
themselves and on behalf of the Underwriters) and our Company;
(c) the execution and delivery of the International Underwriting Agreement; and
(d) the obligations of the Underwriters under both the Hong Kong Underwriting
Agreement and the International Underwriting Agreement having become
unconditional and not having been terminated in accordance with their respective
terms,
in each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are waived on or before such dates and
times) and in any event not later than Tuesday, May 20, 2025.
If, for any reason, the Offer Price is not agreed between the Overall Coordinators (for
themselves and on behalf of the Underwriters) and our Company by 12:00 noon on Friday, May
16, 2025, the Global Offering will not proceed and will lapse.
The consummation of each of the Hong Kong Public Offering and the International
Offering is conditional upon, among others, the other becoming unconditional and not having
been terminated in accordance with their terms.
If the above conditions are not fulfilled or waived before the dates and times specified,
the Global Offering will not proceed and will lapse, and the Hong Kong Stock Exchange will
be notified immediately. We will publish a notice of the lapse of the Hong Kong Public
Offering on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our
website at www.catl.com on the next Business Day following the lapse. In this case, all
application monies will be returned, without interest, on the terms set out in the subsection
headed “How to Apply for the Hong Kong Offer Shares — Despatch/Collection of H Share
Certificates and Refund of Application Monies.” In the meantime, the application monies will
be held in separate accounts with the receiving banks or other bank(s) in Hong Kong licensed
under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong).
STRUCTURE OF THE GLOBAL OFFERING
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H Share certificates for the Offer Shares will only become valid evidence of title at 8:00
a.m. on Tuesday, May 20, 2025, provided the Global Offering has become unconditional in all
respects at or before that time.
DEALING ARRANGEMENTS
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00
a.m. in Hong Kong on Tuesday, May 20, 2025, it is expected that dealings in our H Shares on
the Hong Kong Stock Exchange will commence at 9:00 a.m. on Tuesday, May 20, 2025.
Our H Shares will be traded in board lots of 100 H Shares each and the stock code of our
H Shares will be 3750.
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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 Hong Kong Stock Exchange at
www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ”
section, and our website at www.catl.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.
APPLICATIONS FOR THE HONG KONG OFFER SHARES
1. Who can apply
You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you
are applying:
 are 18 years of age or older;
 have a Hong Kong address (for the White Form eIPO service only);
 are outside the United States (within the meaning of Regulation S), and are a person
described in paragraph (h)(3) of Rule 902 of Regulation S; and
 are not a legal or natural person (except qualified domestic institutional investors)
of the People’s Republic of China.
Unless permitted by the Listing Rules, you cannot apply for any Hong Kong Offer Shares
if you or the person(s) for whose benefit you are applying for:
 are an existing holder or beneficial owner of our Shares and/or a substantial
shareholder of any of our subsidiaries;
 are director, supervisor or chief executive officer of ours and/or any of our
subsidiaries;
 are a close associate of any of the above persons;
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
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 are our connected person or will become our connected person immediately upon
completion of the Global Offering; or
 have been allocated or have applied for any International Offer Shares or otherwise
participate in the International Offering.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Monday, May 12,
2025 and end at 12:00 noon on Thursday, May 15, 2025 (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application
channels:
Application Channel Platform Target Investors Application Time
White Form eIPO
service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
www.eipo.com.hk 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
Monday, May 12,
2025 to 11:30 a.m.,
Thursday, May 15,
2025, Hong Kong
time. The latest time
for completing full
payment of
application monies
will be 12:00 noon
on Thursday, May
15, 2025, Hong Kong
time.
HKSCC EIPO
channel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Your broker or
custodian who is a
HKSCC Participant
will submit
electronic
application
instructions on your
behalf through
HKSCC’s FINI
system in accordance
with your instruction
Investors who would
not like to receive a
physical H Share
certificate. Hong
Kong Offer Shares
successfully applied
for will be allotted
and issued in the
name of HKSCC
Nominees, deposited
directly into CCASS
and credited to your
designated HKSCC
Participant’s stock
account.
Contact your broker or
custodian for the
earliest and latest
time for giving such
instructions, as this
may vary by broker
or custodian.
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The White Form eIPO service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service interruptions and you are advised not to wait until the
last day of the application period to apply for Hong Kong Offer Shares.
For those applying through the White Form eIPO service, once you complete payment
in respect of any application instructions given by you or for your benefit through the White
Form eIPO service to make an application for Hong Kong Offer Shares, an actual application
shall be deemed to have been made. If you are a person for whose benefit the electronic
application instructions are given, you shall be deemed to have declared that only one set of
electronic application instructions has been given for your benefit. If you are an agent for
another person, you shall be deemed to have declared that you have only given one set of
electronic application instructions for the benefit of the person for whom you are an agent
and that you are duly authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the White Form eIPO
service more than once and obtaining different application reference numbers without effecting
full payment in respect of a particular reference number will not constitute an actual
application.
If you apply through the White Form eIPO service, you are deemed to have authorized
the White Form eIPO Service Provider to apply on the terms and conditions in this
prospectus, as supplemented and amended by the terms and conditions of the White Form
eIPO service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your
behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you
jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC
Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong
Offer Shares on your behalf and to do on your behalf all the things stated in this prospectus
and any supplement to it.
For those applying through HKSCC EIPO channel, an actual application will be deemed
to have been made for any application instructions given by you or for your benefit to HKSCC
(in which case an application will be made by HKSCC Nominees on your behalf) provided such
application instruction has not been withdrawn or otherwise invalidated before the closing time
of the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor
HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by
HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any
breach of the terms and conditions of this prospectus.
Only one application may be made for the benefit of any person. If you are suspected of
making more than one application through the White Form eIPO service or any other channel,
all of your applications are liable to be rejected.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
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--- page 351 ---
3. Information Required to Apply
You must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
 Full name(s) (2) as shown on your
identity document
 Full name(s) (2) as shown on your
identity document
 Identity document’s issuing country or
jurisdiction
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority:
 Identity document type, with order of
priority:
i. HKID card; or i. LEI registration document; or
ii. National identification document;
or
ii. Certificate of incorporation; or
iii. Passport; and iii. Business registration certificate; or
 Identity document number iv. Other equivalent document; and
 Identity document number
Notes:
(1) If you are applying through the White Form eIPO service, you are required to provide a valid e-mail
address, a contact telephone number and a Hong Kong address. You are also required to declare that the
identity information provided by you follows the requirements as described in Note 2 below. In
particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID
card.
(2) The applicant’s full name as shown on their identity document must be used and the surname, given
name, middle and other names (if any) must be input in the same order as shown on the identity
document. If an applicant’s identity document contains both an English and Chinese name, both English
and Chinese names must be used. Otherwise, either English or Chinese names will be accepted. The
order of priority of the applicant’s identity document type must be strictly followed and where an
individual applicant has a valid HKID card (including both Hong Kong Residents and Hong Kong
Permanent Residents), the HKID number must be used when making an application to subscribe for
Hong Kong Offer Shares. Similarly for corporate applicants, a LEI number must be used if an entity has
a LEI certificate.
(3) If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will
be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID
of the asset management company or the individual fund, as appropriate, which has opened a trading
account with the broker will be required, as above.
(4) The maximum number of joint applicants on FINI is capped at four
1 in accordance with market practice.
1 Subject to change, if the Company’s Articles and applicable company law prescribe a lower cap.
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(5) If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity
document), the identity document’s issuing country or jurisdiction, the identity document type; and (ii),
the identity document number, for each of the beneficial owners or, in the case(s) of joint beneficial
owners, for each joint beneficial owner. If you do not include this information, the application will be
treated as being made for your benefit.
(6) If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated
as being for your benefit and you should provide the required information in your application as stated
above.
“Unlisted company ” means a company with no equity securities listed on the Stock Exchange or any
other stock exchange.
“Statutory control ” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which
carries no right to participate beyond a specified amount in a distribution of either profits or
capital).
For those applying through HKSCC EIPO channel, and making an application under a
power of attorney, we and the Overall Coordinators, as our agent, have discretion to consider
whether to accept it on any conditions we think fit, including evidence of the attorney’s
authority.
Failing to provide any required information may result in your application being rejected.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: 100 H Shares
Permitted Number of
Hong Kong Offer
Shares for application
and amount payable on
application/successful
allotment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
: Hong Kong Offer Shares are available for application
in specified board lot sizes only. Please refer to the
amount payable associated with each specified board
lot size in the table below.
The maximum Offer Price is HK$263.00 per H Share.
If you are applying through the HKSCC EIPO
channel, your broker or custodian may require you to
pre-fund your application in such amount as
determined by the broker or custodian, based on the
applicable laws and regulations in Hong Kong. You
are responsible for complying with any such pre-
funding requirement imposed by your broker or
custodian with respect to the Hong Kong Offer
Shares you applied for.
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By instructing your broker or custodian to apply for
the Hong Kong Offer Shares on your behalf through
the HKSCC EIPO channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment of
the Offer Price, brokerage, SFC transaction levy, the
Hong Kong Stock Exchange trading fee and the
AFRC transaction levy by debiting the relevant
nominee bank account at the designated bank for
your broker or custodian.
If you are applying through the White Form eIPO
service, you may refer to the table below for the
amount payable for the number of H Shares you have
selected. You must pay the respective amount payable
on application in full upon application for Hong
Kong Offer Shares.
No. of
Hong Kong
Offer Shares
applied for
Amount payable (2)
on application
No. of
Hong Kong
Offer Shares
applied for
Amount payable (2)
on application
No. of
Hong Kong
Offer Shares
applied for
Amount payable (2)
on application
No. of
Hong Kong
Offer Shares
applied for
Amount payable (2)
on application
HK$ HK$ HK$ HK$
100 26,565.24 3,000 796,957.06 50,000 13,282,617.76 700,000 185,956,648.50
200 53,130.47 4,000 1,062,609.42 60,000 15,939,141.30 800,000 212,521,884.00
300 79,695.71 5,000 1,328,261.78 70,000 18,595,664.86 900,000 239,087,119.50
400 106,260.94 6,000 1,593,914.14 80,000 21,252,188.40 1,000,000 265,652,355.00
500 132,826.18 7,000 1,859,566.49 90,000 23,908,711.96 1,500,000 398,478,532.50
600 159,391.42 8,000 2,125,218.85 100,000 26,565,235.50 2,000,000 531,304,710.00
700 185,956.65 9,000 2,390,871.20 200,000 53,130,471.00 2,500,000 664,130,887.50
800 212,521.89 10,000 2,656,523.56 300,000 79,695,706.50 3,000,000 796,957,065.00
900 239,087.12 20,000 5,313,047.10 400,000 106,260,942.00 3,500,000 929,783,242.50
1,000 265,652.35 30,000 7,969,570.66 500,000 132,826,177.50 4,000,000 1,062,609,420.00
2,000 531,304.71 40,000 10,626,094.20 600,000 159,391,413.00 4,421,000
(1) 1,174,449,061.45
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Hong Kong Stock Exchange trading
fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange
Participants (as defined in the Listing Rules) and the SFC transaction levy, the Hong Kong Stock Exchange
trading fee and AFRC transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy,
collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected
by the Stock Exchange on behalf of the AFRC).
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No application for any other number of the Hong Kong Offer Shares will be considered
and any such application is liable to be rejected.
5. Multiple Applications Prohibited
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 “— Applications for the Hong Kong
Offer Shares — 3. Information Required to Apply” in this section. If you are suspected of
submitting or cause to submit more than one application, all of your applications will be
rejected.
Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you
have made an application through the White Form eIPO service or HKSCC EIPO channel,
you or the person(s) for whose benefit you have made the application shall not apply for any
International Offer Shares.
6. Terms and conditions of an application
By applying for Hong Kong Offer Shares through the White Form eIPO service or
HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following
things on your behalf):
(a) undertake to execute all relevant documents and instruct and authorize us and/or the
Overall Coordinators (or its agents or nominees), as our agent, to execute any
documents for you and to do on your behalf all things necessary to register any Hong
Kong Offer Shares allocated to you in your name or in the name of HKSCC
Nominees as required by the Articles of Association, and (if you are applying
through the HKSCC EIPO channel) to deposit the allotted Hong Kong Offer Shares
directly into CCASS for the credit of your designated HKSCC Participant’s stock
account on your behalf;
(b) confirm that you have read and understand the terms and conditions and application
procedures set out in this prospectus and the designated website of the White Form
eIPO Service Provider (or as the case may be, the agreement you entered into with
your broker or custodian), and agree to be bound by them;
(c) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker or
custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC
Operational Procedures for giving application instructions to apply for Hong Kong
Offer Shares;
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(d) confirm that you are aware of the restrictions on offers and sales of shares set out
in this prospectus and they do not apply to you, or the person(s) for whose benefit
you have made the application;
(e) confirm that you have read this prospectus and any supplement to it and have only
relied 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, except those contained in any
supplement to this prospectus;
(f) agree that none of us, the Relevant Persons, the H Share Registrar and HKSCC is
or will be liable for any information and representations not contained in this
prospectus (and any supplement to it);
(g) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit
you have made the application to us, the Relevant Persons, receiving bank(s), the H
Share Registrar, HKSCC, HKSCC Nominees, the Hong Kong 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
“— Personal Data — Purposes” and “— Personal Data — Transfer of personal data”
in this section;
(h) agree (without prejudice to any other rights which you may have once your
application (or as the case may be, HKSCC Nominees’ application) has been
accepted) that you will not rescind it because of an innocent misrepresentation;
(i) agree that subject to Section 44A(6) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, any application made by you or HKSCC
Nominees on your behalf cannot be revoked once it is accepted, which will be
evidenced by the notification of the result of the ballot by the H Share Registrar by
way of publication of the results at the time and in the manner as specified in the
paragraph headed “— Publication of Results” in this section;
(j) confirm that you are aware of the situations specified in the paragraph headed “—
Circumstances in which You Will Not Be Allocated Hong Kong Offer Shares” in this
section;
(k) agree that your application or HKSCC Nominees’ application, any acceptance of it
and the resulting contract will be governed by and construed in accordance with the
laws of Hong Kong;
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(l) agree to comply with the Companies Ordinance, Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association, the PRC
Companies Law and laws of any other place that apply to your application, and that
neither we nor the Relevant Persons will breach any law inside and/or outside Hong
Kong as a result of the acceptance of your offer to purchase, or any action arising
from your rights and obligations under the terms and conditions contained in this
prospectus;
(m) confirm that (a) your application or HKSCC Nominees’ application on your behalf
is not financed directly or indirectly by the Company, any of the directors, chief
executives, substantial shareholder(s) or existing shareholder(s) of the Company or
any of its subsidiaries or any of their respective close associates; and (b) you are not
accustomed or will not be accustomed to taking instructions from the Company, any
of the directors, chief executives, substantial shareholder(s) or existing
shareholder(s) of the Company or any of its subsidiaries or any of their respective
close associates in relation to the acquisition, disposal, voting or other disposition
of the H Shares registered in your name or otherwise held by you;
(n) warrant that the information you have provided is true and accurate;
(o) confirm that you understand that we, our Directors and the Overall Coordinators will
rely on your declarations and representations in deciding whether or not to make any
allotment of any of the Hong Kong Offer Shares to you and that you may be
prosecuted for making a false declaration;
(p) agree to accept the Hong Kong Offer Shares applied for, or any lesser number
allocated to you under the application;
(q) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(r) represent, warrant and undertake that (i) you understand that the Hong Kong Offer
Shares have not been and will not be registered under the U.S. Securities Act; and
(ii) you and any person for whose benefit you are applying for the Hong Kong Offer
Shares are outside the United States (as defined in Regulation S) or are a person
described in paragraph (h)(3) of Rule 902 of Regulation S;
(s) undertake and confirm that you or the person(s) for whose benefit you have made
the application have not applied for or taken up, or indicated an interest for, and will
not apply for or take up, or indicate an interest for, any International Offer Shares
nor have participated in the International Offering;
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(t) confirm that you are aware of the restrictions on the Global Offering set out in this
prospectus;
(u) (if you are making the application 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 through the White Form eIPO
service or by any one as your agent or by any other person;
(v) (if you are making the application as an agent for the benefit of another person)
warrant that: (i) no other application has been or will be made by you as agent for
or for the benefit of that person or by that person or by any other person as agent
for that person by giving application instructions to HKSCC; and (ii) you have due
authority to give electronic application instructions on behalf of that other person
as its agent; and
(w) if the laws of any place outside Hong Kong apply to your application, agree and
warrant that you have complied with all these laws and none of us nor any Relevant
Person will breach any of these laws as a result of the acceptance of your offer to
purchase, or any action arising from your rights and obligations under the terms and
conditions contained in this prospectus.
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 White Form eIPO service or HKSCC
EIPO channel:
Website /H1118/H1118/H1118/H1118/H1118/H1118/H1118The designated results of allocation at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment )
with a “search by ID” function.
24 hours, from
11:00 p.m., Monday,
May 19, 2025 to
12:00 midnight,
Sunday, May 25,
2025 (Hong Kong
time)
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Platform Date/Time
The full list of (i) wholly or partially
successful applicants using the
White Form eIPO service and
HKSCC EIPO channel, and (ii) the
number of Hong Kong Offer Shares
conditionally allotted to them,
among other things, will be displayed
on the “Allotment Results” page of
the White Form eIPO service at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ).
The Hong Kong Stock Exchange’s
website at www.hkexnews.hk and our
website at www.catl.com . which will
provide links to the above mentioned
web sites of the H Share Registrar.
No later than
11:00 p.m. on
Monday, May 19,
2025 (Hong Kong
time)
Telephone /H1118/H1118/H1118/H1118/H1118+852 2862 8555 – the allocation results
telephone enquiry line provided by the
H Share Registrar
Between 9:00 a.m. and
6:00 p.m., from
Tuesday, May 20,
2025 to Friday, May
23, 2025 (Hong
Kong time)
For those applying through HKSCC EIPO channel, you may also check with your broker
or custodian from 6:00 p.m., Friday, May 16, 2025 (Hong Kong time)
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m.,
Friday, May 16, 2025 (Hong Kong time) on a 24-hour basis and should report any discrepancies
on allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the final Offer Price, the level of indications of interest in the
International Offering, the level of applications in the Hong Kong Public Offering and the basis
of allocations of Hong Kong Offer Shares on the Hong Kong Stock Exchange’s website at
www.hkexnews.hk and our website at www.catl.com by no later than 11:00 p.m. on Monday,
May 19, 2025 (Hong Kong time).
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CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
You should note the following situations in which no Hong Kong Offer Shares will 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 discretion to reject your application:
We, the Overall Coordinators, the H Share Registrar and our/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 Hong Kong Stock Exchange
does not grant permission to list our Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Hong Kong Stock Exchange notifies
us of that longer period within three weeks of the closing date of the application
lists.
4. If:
 you make multiple applications or suspected multiple applications. You may refer to
the paragraph headed “— Applications for the Hong Kong Offer Shares — 5.
Multiple Applications Prohibited” in this section on what constitutes multiple
applications;
 your application instruction is incomplete;
 your payment (or confirmation of funds, as the case may be) is not made correctly;
 the Underwriting Agreements do not become unconditional or are terminated; or
 we or the Overall Coordinators believe that by accepting your application, we or
they would violate applicable securities or other laws, rules or regulations.
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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 shares, HKSCC will contact the defaulting HKSCC
Participant and its designated bank to determine the cause of failure and request such
defaulting HKSCC Participant to rectify or procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected
Hong Kong Offer Shares will be reallocated to the International Offering. Hong Kong Offer
Shares applied for by you through the broker or custodian may be affected to the extent of the
settlement failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares
due to the money settlement failure by such HKSCC Participant. None of us, the Relevant
Persons, the H Share Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are
not allocated to you due to the money settlement failure.
DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
You will receive one H Share certificate for all Hong Kong Offer Shares allocated to you
under the Hong Kong Public Offering (except pursuant to applications made through the
HKSCC EIPO channel where the H Share certificate will be deposited into CCASS as
described below).
We will not issue: (i) temporary document of title in respect of our H Shares; or (ii)
receipt for sums paid on application.
H Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday, May
20, 2025 (Hong Kong time), provided that the Global Offering has become unconditional and
the right of termination described in the section headed “Underwriting” has not been exercised.
Investors who trade H Shares prior to the receipt of H Share certificates or the H Share
certificates becoming valid 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.
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The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Despatch/collection of H Share certificate
For physical H Share
certificates of
1,000,000 or more
Offer Shares issued
under your own
name /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Collection in person from our H Share
Registrar at Shops 1712-1716, 17th Floor,
Hopewell Centre, 183 Queen’s Road East,
Wan Chai, Hong Kong.
Time: from 9:00 a.m. to 1:00 p.m. on
Tuesday, May 20, 2025 (Hong Kong time)
If you are an individual, you must not
authorize any other person to collect for
you. If you are a corporate applicant, your
authorized representative must bear a letter
of authorization from your corporation
stamped with your corporation’s chop.
Both individuals and authorized
representatives must produce, at the time of
collection, evidence of identity acceptable
to the H Share Registrar.
Note: If you do not collect your H Share
certificate(s) personally within the time
above, it/they will be sent to the address
specified in your application instructions
by ordinary post at your own risk.
H Share certificates will
be issued in the name of
HKSCC Nominees, deposited
into CCASS and credited to
your designated HKSCC
Participant’s stock account.
No action by you is required.
For physical H Share
certificates of less
than 1,000,000
Offer Shares issued
under your own
name /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Your H Share certificate(s) will be sent to
the address specified in your application
instructions by ordinary post at your own
risk.
Time: Monday, May 19, 2025
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tuesday, May 20, 2025 Subject to the arrangement
between you and your broker
or custodian
Responsible party /H1118/H1118/H1118H Share Registrar Your broker or custodian
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White Form eIPO service HKSCC EIPO channel
Application monies
paid through single
bank account /H1118/H1118/H1118/H1118
Any refund will be despatched to the bank
account in the form of White Form
e-Refund payment instructions
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 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Refund cheque(s) will be dispatched to the
address as specified in your application
instructions by ordinary post at your own
risk
Except in the event of any Severe Weather Signals (as defined below) in force in Hong
Kong on the business day before the Listing Date rendering it impossible for the relevant share
certificates to be dispatched to HKSCC in a timely manner, the Company shall procure the H
Share Registrar to arrange for delivery of the supporting documents and share certificates in
accordance with the contingency arrangements as agreed between them. You may refer to “—
Severe Weather Arrangements” in this section.
SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Thursday, May 15, 2025 if, there is (are):
 a tropical cyclone warning signal number 8 or above;
 a “black” rainstorm warning; and/or
 an “extreme conditions” announcement issued after a super typhoon (“ Extreme
Conditions ”),
(collectively, “ Severe Weather Signals ”)
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, May 15,
2025.
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 any of those warnings in Hong Kong in force at any
time between 9:00 a.m. and 12:00 noon.
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Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the Listing Date. Should there be any changes to the
dates mentioned in the section headed “Expected Timetable” in this prospectus, an
announcement will be made and published on the Hong Kong Stock Exchange’s website at
www.hkexnews.hk and our website at www.catl.com of the revised timetable.
If any of those warnings is hoisted on Monday, May 19, 2025, the H Share Registrar will
make appropriate arrangements for the delivery of the H Share certificates to the CCASS
Depository’s service counter so that they would be available for trading on Tuesday, May 20,
2025.
If any of those warnings is hoisted on Monday, May 19, 2025, for physical H Share
certificates of less than 1,000,000 Hong Kong Offer Shares issued under your own name which
are initially scheduled for despatch on Monday, May 19, 2025, despatch will be made by
ordinary post when the post office re-opens after any of those warnings is lowered or canceled
(e.g. in the afternoon of Monday, May 19, 2025 or Tuesday, May 20, 2025).
If any of those warnings is hoisted on Tuesday, May 20, 2025, for physical H Share
certificates of equal to or more than 1,000,000 Hong Kong Offer Shares issued under your own
name which are initially scheduled for collection at the H Share Registrar’s office from 9:00
a.m. to 1:00 p.m. on Tuesday, May 20, 2025, you may pick them up from the H Share
Registrar’s office after any of those warnings is lowered or canceled (e.g. in the afternoon of
Tuesday, May 20, 2025 or Wednesday, May 21, 2025).
Prospective investors should be aware that if they choose to receive physical H Share
certificates issued in their own name, there may be a delay in receiving the H Share
certificates.
ADMISSION OF OUR H SHARES INTO CCASS
If the Hong Kong Stock Exchange grants the listing of, and permission to deal in, our H
Shares and we comply with the stock admission requirements of HKSCC, our H Shares will be
accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with
effect from the Listing Date or any other date HKSCC chooses. Settlement of transactions
between Exchange Participants is required to take place in CCASS on the second settlement
day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC
Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS.
You should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
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PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by us, the Relevant Persons, the H Share Registrar and the receiving bank(s)
about you in the same way as it applies to personal data about applicants other than HKSCC
Nominees. This personal data may include client identifier(s) and your identification
information. By giving application instructions to HKSCC, you acknowledge that you have
read, understood and agree to all of the terms of the Personal Information Collection Statement
below.
Personal Information Collection Statement
This Personal Information Collection Statement informs applicant for, and holder of,
Hong Kong Offer Shares, of the policies and practices of ours and the H Share Registrar in
relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws
of Hong Kong).
Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure
that personal data supplied to us or our 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 the Hong Kong Offer Shares being rejected, or in the delay or the inability of
us or the H Share Registrar to effect transfers or otherwise render their services. It may also
prevent or delay registration or transfers of Hong Kong Offer Shares which you have
successfully applied for and/or the despatch of H Share certificate(s) to which you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform us and
the H Share Registrar immediately of any inaccuracies in the personal data supplied.
Purposes
Your personal data may be used, held, processed, and/or stored (by whatever means) for
the following purposes:
 processing your application and refund cheque and White Form e-Refund payment
instruction(s), where applicable, verification of compliance with the terms and
application procedures set out in this prospectus and announcing results of
allocation of Hong Kong Offer Shares;
 compliance with applicable laws and regulations in Hong Kong and elsewhere;
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
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--- page 365 ---
 registering new issues or transfers into or out of the names of the holders of our H
Shares including, where applicable, HKSCC Nominees;
 maintaining or updating our register of members;
 verifying identities of applicants for and holders of our H Shares and identifying any
duplicate applications for our H Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of our H Shares, such as dividends,
rights issues, bonus issues, etc.;
 distributing communications from us and our subsidiaries;
 compiling statistical information and profiles of the holder of our H Shares;
 disclosing relevant information to facilitate claims on entitlements; and
 any other incidental or associated purposes relating to the above and/or to enable us
and the H Share Registrar to discharge our or their obligations to applicants and
holders of our H Shares and/or regulators and/or any other purposes to which the
applicants and holders of the H Shares may from time to time agree.
Transfer of personal data
Personal data held by us and the H Share Registrar relating to the applicants for and
holders of Hong Kong Offer Shares will be kept confidential, but we and the H Share Registrar
may, to the extent necessary for achieving any of the above purposes, disclose, obtain or
transfer (whether within or outside Hong Kong) the personal data to, from or with any of the
following:
 our appointed agents such as financial advisers, receiving bank(s) and overseas
principal share registrar;
 HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the H Share Registrar for the purposes of providing its services or
facilities or performing its functions in accordance with its rules or procedures and
operating FINI and CCASS (including where applicants for the Hong Kong Offer
Shares request a deposit into CCASS);
 any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to us or the H Share
Registrar in connection with their respective business operation;
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
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--- page 366 ---
 the Hong Kong 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 Hong Kong Stock Exchange’s administration of the Listing
Rules and the SFC’s performance of its statutory functions; and
 any persons or institutions with which the holders of Hong Kong Offer Shares have
or propose to have dealings, such as their bankers, solicitors, accountants or
stockbrokers, etc.
Retention of personal data
We and the H Share Registrar will keep the personal data of the applicants and holders
of Hong Kong Offer Shares for as long as necessary to fulfill the purposes for which the
personal data were collected. Personal data which is no longer required will be destroyed or
dealt with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws
of Hong Kong).
Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether
we or the H Share Registrar hold their personal data, to obtain a copy of that data, and to
correct any data that is inaccurate. We 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 us and the H Share Registrar, at our and their registered address
disclosed in the section headed “Corporate Information” in this prospectus or as notified from
time to time, for the attention of the secretary, or the H Share Registrar for the attention of the
privacy compliance officer.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
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--- page 367 ---
The following is the text of a report set out on pages I-1 to I-108, received from the
Company’ s reporting accountants, Grant Thornton Hong Kong Limited, Certified Public
Accountants, Hong Kong, for the purpose of incorporation in this prospectus.
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF CONTEMPORARY AMPEREX TECHNOLOGY CO., LIMITED AND
CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES
LIMITED, CHINA SECURITIES (INTERNATIONAL) CORPORATE FINANCE
COMPANY LIMITED, J.P. MORGAN SECURITIES (FAR EAST) LIMITED AND
MERRILL LYNCH (ASIA PACIFIC) LIMITED
Introduction
We report on the historical financial information of Contemporary Amperex Technology
Co., Limited (the “Company”) and its subsidiaries (together, the “Group”) set out on pages I-4
to I-108, which comprises the consolidated statements of financial position of the Group as at
31 December 2022, 2023 and 2024, the statements of financial position of the Company as at
31 December 2022, 2023 and 2024, and the consolidated statements of profit or loss, the
consolidated statements of comprehensive income, the consolidated statements of changes in
equity and the consolidated statements of cash flows for each of the years ended 31 December
2022, 2023 and 2024 (the “Track Record Period”) and material accounting policy information
and other explanatory information (together, the “Historical Financial Information”). The
Historical Financial Information set out on pages I-4 to I-108 forms an integral part of this
report, which has been prepared for inclusion in the prospectus of the Company dated 12 May
2025 (the “Prospectus”) in connection with the initial listing of H shares of the Company on
the Main Board of The Stock Exchange of Hong Kong Limited (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
presentation and preparation set out in Note 2 to the Historical Financial Information, and for
such internal control as the directors of the Company determine is necessary to enable the
preparation of the Historical Financial Information that is free from material misstatement,
whether due to fraud or error.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 368 ---
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’ judgment, including the assessment of risks of material misstatement of
the Historical Financial Information, whether due to fraud or error. In making those risk
assessments, the reporting accountants consider internal control relevant to the entity’s
preparation of Historical Financial Information that gives a true and fair view in accordance
with the basis of presentation and preparation set out in Note 2 to the Historical Financial
Information in order to design procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Our
work also included evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the directors of the Company, as well as
evaluating the overall presentation of the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purpose of the
accountants’ report, a true and fair view of the Group’s consolidated financial position as at 31
December 2022, 2023 and 2024, the Company’s financial position as at 31 December 2022,
2023 and 2024, and of the consolidated financial performance and consolidated cash flows of
the Group for the Track Record Period in accordance with the basis of presentation and
preparation set out in Note 2 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 369 ---
Report on matters under the Rules Governing the Listing of Securities on the Stock
Exchange and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-4 have been made.
Dividends
We refer to Note 14 to the Historical Financial Information which contains information
about the dividends paid by the Company in respect of the Track Record Period.
Grant Thornton Hong Kong Limited
Certified Public Accountants
11th Floor, Lee Garden Two
28 Yun Ping Road
Causeway Bay
Hong Kong
12 May 2025
Ng Ka Kong
Practising Certificate Number: P06919
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 370 ---
I. HISTORICAL FINANCIAL INFORMATION OF THE GROUP
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The consolidated financial statements of the Group for the Track Record Period, on which
the Historical Financial Information is based, were audited by Grant Thornton Hong Kong
Limited in accordance with International Standards on Auditing issued by the International
Auditing and Assurance Standards Board (“IAASB”) (“Underlying Financial Statements”).
The Historical Financial Information is presented in Renminbi (“RMB”) and all values
are rounded to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 371 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
Y ear ended 31 December
Notes 2022 2023 2024
RMB’000 RMB’000 RMB’000
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 328,593,988 400,917,045 362,012,554
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(270,629,780) (323,982,130) (273,518,959)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,964,208 76,934,915 88,493,595
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (15,510,453) (18,356,108) (18,606,756)
Administrative and other operating
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,103,787) (10,526,439) (11,952,257)
Selling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,519,230) (3,042,744) (3,562,797)
Other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186(a) 7,047,244 14,883,428 19,514,964
Other gains and losses, net /H1118/H1118/H1118/H1118/H1118/H11186(b) 1,285,908 410,724 15,342
Impairment losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 (3,973,175) (6,107,968) (9,295,851)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 (2,132,375) (3,446,516) (3,879,076)
Share of results of associates and
joint ventures, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 2,614,517 3,745,762 3,743,040
Profit before income tax /H1118/H1118/H1118/H1118/H1118/H1118/H111836,672,857 54,495,054 64,470,204
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 (3,215,713) (7,153,019) (9,175,245)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,457,144 47,342,035 55,294,959
Attributable to:
Owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 30,729,164 44,702,249 52,032,846
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,727,980 2,639,786 3,262,113
33,457,144 47,342,035 55,294,959
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 372 ---
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Y ear ended 31 December
Notes 2022 2023 2024
RMB’000 RMB’000 RMB’000
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,457,144 47,342,035 55,294,959
Other comprehensive
income/(loss), net of tax
Items that will not be reclassified
subsequently to profit or loss:
– Fair value changes on equity
investments at fair value
through other comprehensive
income (“FVTOCI”), net of
tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,523,744 (1,539,168) (2,518,065)
– Share of other comprehensive
(loss)/income of associates,
net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(63,238) (1,688) 93,456
Items that will be reclassified
subsequently to profit or loss:
– Fair value changes on
financial assets at FVTOCI,
net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(27,826) (212,085) 154,512
– Share of other comprehensive
income/(loss) of associates,
net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,040 665,231 (294,514)
– Cash flow hedges, net of tax /H1118/H1118 250,538 (2,958,851) (428,065)
– Exchange differences on
translation of financial
statements of foreign
operations, net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H11181,356,252 (665,298) 1,305,062
Other comprehensive income/(loss)
for the year, net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,046,510 (4,711,859) (1,687,614)
Total comprehensive income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,503,654 42,630,176 53,607,345
Attributable to:
Owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,452,144 40,149,105 50,228,563
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,051,510 2,481,071 3,378,782
38,503,654 42,630,176 53,607,345
Earnings per share (“EPS”) for
profit attributable to owners
of the Company
Basic (in RMB per share) /H1118/H1118/H1118/H1118/H1118/H1118/H111815(a) 7.18 10.19 11.87
Diluted (in RMB per share) /H1118/H1118/H1118/H1118/H1118/H111815(b) 7.16 10.18 11.87
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 373 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
Notes 2022 2023 2024
RMB’000 RMB’000 RMB’000
ASSETS AND LIABILITIES
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H111816 126,763,261 145,095,647 146,937,736
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 8,475,065 9,016,403 10,003,361
Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 704,065 707,882 894,757
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 1,914,033 7,037,407 5,306,438
Investments in associates and joint
ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 17,595,207 50,027,694 54,791,525
Financial assets at fair value through
profit or loss (“FVTPL”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 2,645,307 2,816,190 3,135,658
Financial assets at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 20,491,264 14,128,318 11,900,901
Prepayments, deposits and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 25,145,633 21,154,913 19,426,825
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 9,483,660 17,395,585 24,118,834
213,217,495 267,380,039 276,516,035
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 76,668,899 45,433,890 59,835,533
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 61,492,601 65,772,258 64,265,913
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825(a) 174,863 233,964 400,626
Prepayments, deposits and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 37,735,999 21,339,971 19,804,706
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 1,981,328 7,767 14,282,253
Financial assets at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 18,965,715 55,289,319 53,309,701
Derivative financial instruments /H1118/H1118/H1118/H1118/H111827 575,638 – –
Bank balances, deposits and cash /H1118/H1118/H1118/H111828 190,139,815 261,710,833 298,243,356
387,734,858 449,788,002 510,142,088
Current liabilities
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 191,747,512 167,825,751 179,476,484
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825(b) 22,444,785 23,982,352 27,834,446
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 55,704,573 58,963,987 57,141,230
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 21,534,521 22,059,847 42,373,738
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 113,106 106,299 182,379
Derivative financial instruments /H1118/H1118/H1118/H1118/H111827 – 3,941,410 2,116,017
Income tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,216,924 10,121,425 8,047,240
295,761,421 287,001,071 317,171,534
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111891,973,437 162,786,931 192,970,554
Total assets less current liabilities /H1118/H1118/H1118 305,190,932 430,166,970 469,486,589
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 374 ---
As at 31 December
Notes 2022 2023 2024
RMB’000 RMB’000 RMB’000
Non-current liabilities
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 19,966,702 46,866,869 22,197,549
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825(b) 6,910,284 6,093,840 5,400,795
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 79,327,247 104,035,996 94,611,079
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 572,350 283,296 662,814
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 1,807,813 1,364,906 1,231,236
Provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 19,697,375 51,638,913 71,926,943
128,281,771 210,283,820 196,030,416
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118176,909,161 219,883,150 273,456,173
EQUITY
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 2,442,515 4,399,041 4,403,466
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837 162,038,736 193,309,012 242,526,566
Equity attributable to owners of
the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118164,481,251 197,708,053 246,930,032
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,427,910 22,175,097 26,526,141
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118176,909,161 219,883,150 273,456,173
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 375 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at 31 December
Notes 2022 2023 2024
RMB’000 RMB’000 RMB’000
ASSETS AND LIABILITIES
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,970,006 14,662,965 3,052,964
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,083,815 1,037,033 379,211
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,360 115,445 140,460
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848 35,328,710 56,473,340 73,050,400
Investments in associates and joint
ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 14,167,097 14,090,253 13,996,794
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118812,088 967,188 1,177,193
Financial assets at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 6,101,553 4,473,126 4,528,748
Prepayments, deposits and other assets /H1118/H1118/H111826 10,055,286 8,505,854 7,485,682
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 5,602,248 11,004,452 13,496,389
92,249,163 111,329,656 117,307,841
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 42,288,695 24,016,255 32,369,700
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 65,464,374 68,103,049 69,969,060
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118172,606 230,302 360,229
Prepayments, deposits and other assets /H1118/H1118/H111826 57,517,664 37,945,461 42,295,615
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 10,871,100
Financial assets at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 14,553,639 51,716,459 49,145,249
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118507,883 – –
Bank balances, deposits and cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 134,445,173 170,158,532 199,165,225
314,950,034 352,170,058 404,176,178
Current liabilities
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 159,031,290 144,982,984 153,396,137
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825(b) 23,232,269 24,060,818 25,228,351
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 26,419,392 30,738,183 34,750,221
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 4,935,124 1,770,526 9,921,289
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,286 28,168 32,931
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,887,967 2,408,537
Income tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,155,754 7,387,638 4,750,669
215,800,115 212,856,284 230,488,135
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899,149,919 139,313,774 173,688,043
Total assets less current liabilities /H1118/H1118/H1118/H1118/H1118/H1118191,399,082 250,643,430 290,995,884
Non-current liabilities
Other payables and accruals
/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 614,668 570,785 705,408
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 29,516,027 36,966,441 31,817,726
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118182,208 154,041 146,796
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118866,642 708,838 789,773
Provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 17,277,668 46,268,522 62,990,080
48,457,213 84,668,627 96,449,783
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118142,941,869 165,974,803 194,546,101
EQUITY
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 2,442,515 4,399,041 4,403,466
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837 140,499,354 161,575,762 190,142,635
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118142,941,869 165,974,803 194,546,101
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 376 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to owners of the Company
Non-
controlling
interests
Total
equity
Share
capital
Treasury
shares
Capital
reserve
Other
comprehensive
income reserve
Special
reserve
Statutory
reserve
Retained
earnings Sub-total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 35 Note 35
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,330,851 (443,535) 43,163,697 4,208,320 – 1,158,471 34,095,467 84,513,271 8,108,903 92,622,174
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – 30,729,164 30,729,164 2,727,980 33,457,144
Other comprehensive income for the year /H1118 – – – 4,722,980 – – – 4,722,980 323,530 5,046,510
Total comprehensive income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 4,722,980 – – 30,729,164 35,452,144 3,051,510 38,503,654
Shares-based compensation expenses /H1118/H1118/H1118 – – 556,931 – – – – 556,931 – 556,931
Dividends declared (Note 14) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – (1,593,064) (1,593,064) – (1,593,064)
Appropriation of statutory reserve /H1118/H1118/H1118/H1118/H1118– – – – – 55,832 (55,832) – – –
Capital injection /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111,664 189,544 45,145,888 – – – – 45,447,096 2,092,259 47,539,355
Provision of special reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 7,769 – – 7,769 – 7,769
Utilisation of special reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (7,769) – – (7,769) – (7,769)
Others (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 37,857 – – – 67,016 104,873 (824,762) (719,889)
Transactions with owners /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111,664 189,544 45,740,676 – – 55,832 (1,581,880) 44,515,836 1,267,497 45,783,333
As at 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,442,515 (253,991) 88,904,373 8,931,300 – 1,214,303 63,242,751 164,481,251 12,427,910 176,909,161
Note: It mainly represents the amount of acquisitions of non-controlling interests.
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 377 ---
Attributable to owners of the Company
Non-
controlling
interests
Total
equity
Share
capital
Treasury
shares
Capital
reserve
Other
comprehensive
income reserve
Special
reserve
Statutory
reserve
Retained
earnings Sub-total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 35 Note 35
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,442,515 (253,991) 88,904,373 8,931,300 – 1,214,303 63,242,751 164,481,251 12,427,910 176,909,161
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – 44,702,249 44,702,249 2,639,786 47,342,035
Other comprehensive loss for the year /H1118/H1118/H1118 – – – (4,553,144) – – – (4,553,144) (158,715) (4,711,859)
Total comprehensive (loss)/income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (4,553,144) – – 44,702,249 40,149,105 2,481,071 42,630,176
Appropriation of statutory reserve /H1118/H1118/H1118/H1118/H1118– – – – – 978,263 (978,263) – – –
Transfer of other comprehensive income to
retained earnings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (2,849,933) – – 2,849,933 – – –
Share-based compensation expenses /H1118/H1118/H1118/H1118 – – 668,969 – – – – 668,969 7,753 676,722
Dividends declared (Note 14) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – (6,154,689) (6,154,689) (420,940) (6,575,629)
Capital injection /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,618 (1,318,981) 390,355 – – – – (926,008) 28,918,614 27,992,606
Conversion of capital reserve into share
capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,953,908 – (1,953,908) – – – – – – –
Provision of special reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 50,535 – – 50,535 27,377 77,912
Utilisation of special reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (41,180) – – (41,180) (22,340) (63,520)
Others (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (683,575) – – – 163,645 (519,930) (21,244,348) (21,764,278)
Transactions with owners /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,956,526 (1,318,981) (1,578,159) (2,849,933) 9,355 978,263 (4,119,374) (6,922,303) 7,266,116 343,813
As at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,399,041 (1,572,972) 87,326,214 1,528,223 9,355 2,192,566 103,825,626 197,708,053 22,175,097 219,883,150
Note: It mainly represents the amounts of (i) partial disposal of subsidiaries without loss of controls and (ii) recognition of redemption liability in res pect of put option arrangement
with non-controlling interests.
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 378 ---
Attributable to owners of the Company
Non-
controlling
interests
Total
equity
Share
capital
Treasury
shares
Capital
reserve
Other
comprehensive
income reserve
Special
reserve
Statutory
reserve
Retained
earnings Sub-total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 35 Note 35
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,399,041 (1,572,972) 87,326,214 1,528,223 9,355 2,192,566 103,825,626 197,708,053 22,175,097 219,883,150
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – 52,032,846 52,032,846 3,262,113 55,294,959
Other comprehensive (loss)/income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (1,804,283) – – – (1,804,283) 116,669 (1,687,614)
Total comprehensive (loss)/income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (1,804,283) – – 52,032,846 50,228,563 3,378,782 53,607,345
Appropriation of statutory reserve /H1118/H1118/H1118/H1118/H1118– – – – – 2,213 (2,213) – – –
Transfer of other comprehensive income to
retained earnings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (72,577) – – 72,577 – – –
Share-based compensation expenses /H1118/H1118/H1118/H1118 – – 678,260 – – – – 678,260 10,735 688,995
Dividends declared (Note 14) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – (27,458,131) (27,458,131) (450,171) (27,908,302)
Capital injection /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,425 (1,139,832) 591,722 – – – – (543,685) 1,959,694 1,416,009
Provision of special reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 77,254 – – 77,254 10,600 87,854
Utilisation of special reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (51,058) – – (51,058) (248) (51,306)
Others (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 26,290,776 – – – – 26,290,776 (558,348) 25,732,428
Transactions with owners /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,425 (1,139,832) 27,560,758 (72,577) 26,196 2,213 (27,387,767) (1,006,584) 972,262 (34,322)
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,403,466 (2,712,804) 114,886,972 (348,637) 35,551 2,194,779 128,470,705 246,930,032 26,526,141 273,456,173
Note: It mainly represents the amounts of (i) acquisitions of non-controlling interests and (ii) derecognition of redemption liability in respect of put o ption arrangement with
non-controlling interests.
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 379 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Cash flows from operating activities
Proceeds from sales of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118305,775,248 417,943,223 417,525,378
Proceeds from refund of other tax and surcharges /H1118/H1118/H1118/H1118/H1118/H11189,478,690 12,739,610 10,506,188
Cash received related to other operating activities /H1118/H1118/H1118/H1118/H1118/H1118423,809 1,916,500 2,232,183
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,489,711 6,334,318 5,839,929
Proceeds from other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,643,695 7,473,846 8,775,738
Cash paid for material and services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(235,327,104) (310,521,178) (285,455,632)
Cash paid for salaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(18,157,352) (21,140,597) (25,499,653)
Income tax and other taxes paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10,529,733) (17,117,191) (28,529,188)
Cash paid related to other operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,588,120) (4,802,406) (8,404,599)
Net cash generated from operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,208,844 92,826,125 96,990,344
Cash flows from investing activities
Proceeds from disposal of associates, joint ventures and
financial assets at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,307,996 7,651,159 2,028,899
Proceeds from disposal of property, plant and equipment,
intangible assets and prepaid lease payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118594 12,853 75,110
Proceeds from disposal of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,307 –
Proceeds from investment income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118740,372 1,711,393 1,838,083
Proceeds from other investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,531,307 1,239,799 963,920
Purchase of property, plant and equipment, intangible
assets and prepaid lease payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(48,215,268) (33,624,897) (31,179,943)
Investments in associates, joint ventures and financial
assets at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,764,661) (5,649,689) (22,169,451)
Cash outflows from acquisition of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (321,446) (244,022)
Payments for other investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,740,183) (210,242) (187,907)
Net cash used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(64,139,843) (29,187,763) (48,875,311)
Cash flows from financing activities
Proceeds from private placement and restricted stock
incentive plans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,362,948 397,548 600,734
Capital contributions from non-controlling interests /H1118/H1118/H1118/H1118/H11182,092,259 2,926,448 1,959,694
Proceeds from borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,957,727 46,595,746 30,640,129
Proceeds from other financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118208,178 366,758 192,179
Repayment of borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(17,605,771) (23,795,322) (19,972,240)
Interest paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,960,135) (2,889,905) (3,188,828)
Dividend paid to owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,591,335) (6,121,360) (22,122,552)
Dividend paid to non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (469,828) (496,051)
Payments for other financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(197,440) (2,293,723) (2,137,299)
Net cash generated from/(used in) financing activities /H1118/H1118/H1118/H111882,266,431 14,716,362 (14,524,234)
APPENDIX I ACCOUNTANTS’ REPORT
– I-13 –


--- page 380 ---
Y ear ended 31 December
Note 2022 2023 2024
RMB’000 RMB’000 RMB’000
Net increase in cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,335,432 78,354,724 33,590,799
Cash and cash equivalents at the
beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875,505,735 157,629,318 238,165,487
Effect of foreign exchange rate
changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,788,151 2,181,445 (1,596,552)
Cash and cash equivalents at the
end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 157,629,318 238,165,487 270,159,734
APPENDIX I ACCOUNTANTS’ REPORT
– I-14 –


--- page 381 ---
II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. GENERAL INFORMATION
The Company was a limited liability company incorporated in the People’s Republic of China (the “PRC”) on
16 December 2011 and changed to a joint stock limited company on 15 December 2015. The Company’s A shares
are listed on Shenzhen Stock Exchange on 11 June 2018. The address of the Company’s registered office and its
principal place of business is No. 2, Xingang Road, Zhangwan Town, Jiaocheng District, Ningde City, Fujian
Province, the PRC.
During the Track Record Period, the Company and its subsidiaries are principally engaged in the research,
development, production and sales of electric vehicle (“EV”) batteries and energy storage system (“ESS”) batteries.
In the opinion of the directors, the Company’s ultimate holding company is Xiamen Ruiting Investment Co.,
Ltd., a company incorporated in the PRC and controlled by Mr. Zeng Yuqun.
In this Historical Financial Information, certain English names of the companies referred herein represent
management’s best effort to translate the Chinese names of the companies as no English names have been registered.
At the date of this Historical Financial Information, the Company’s principal subsidiaries are as follows:
Company name
Place of
establishment/
incorporation
and operation Share capital
Equity attributable to
the Company
Principal activityDirect Indirect
(in thousand)
Jiangsu Contemporary Amperex
Technology Limited (˾
ʮ̡)
(Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The PRC RMB1,000,000 100% N/A EV batteries and ESS
batteries related
business
United Auto Battery Co., Ltd.
(ʮ̡)
(Note (d)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The PRC RMB2,500,000 51% N/A EV batteries and ESS
batteries related
business
Sichuan Contemporary Amperex
Technology Limited (˾
ʮ̡) (Note
(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The PRC RMB5,303,005 79.20% N/A EV batteries and ESS
batteries related
business
Fuding Contemporary Amperex
Technology Limited (˾
ʮ̡)
(Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The PRC RMB4,500,000 100% N/A EV batteries and ESS
batteries related
business
Guangdong Ruiqing
Contemporary Amperex
Technology Limited (๿ᅅ
ʮ̡)
(Note (c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The PRC RMB1,000,000 100% N/A EV batteries and ESS
batteries related
business
Ruiting Contemporary Amperex
Technology (Shanghai)
Limited (˾(ɪऎ)อঐ
ʮ̡) (Note (a)) /H1118/H1118
The PRC RMB500,000 100% N/A EV batteries and ESS
batteries related
business
Contemporary Amperex
Technology (Hong Kong)
Limited (Ҧ
ʮ̡) (Note (e)) /H1118/H1118/H1118/H1118/H1118/H1118
Hong Kong Hong Kong
Dollars
(“HK$”)
6,920,892
100% N/A Trade and investment
APPENDIX I ACCOUNTANTS’ REPORT
– I-15 –


--- page 382 ---
Company name
Place of
establishment/
incorporation
and operation Share capital
Equity attributable to
the Company
Principal activityDirect Indirect
(in thousand)
Hunan Brunp Recycling
Technology Co., Ltd (Ԟ
ʮ̡)
(Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The PRC RMB60,000 N/A 69.08% Lithium-ion battery
materials and
recycling business
Ningbo Brunp Recycling
Technology Co., Ltd (Ԟ
ʮ̡)
(Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The PRC RMB10,000 N/A 69.08% Trade business of
lithium-ion batteries
materials
Contemporary Amperex
Technology Thuringia AG
(Ҧ(࣬؍)
ʮ̡) (Note (f)) /H1118/H1118/H1118/H1118
Germany Euro (“EUR”)
5,000
N/A 100% Manufacture and sales
of batteries and
provision of
technical services
Contemporary Amperex
Technology Hungary Korlátolt
Felelo˝sségu˝ Társaság ( Ζ˫л
ப΂ʮ̡)
(Note (g)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Hungary EUR9 N/A 100% Manufacture and sales
of batteries and
provision of
technical services
Notes:
(a) The statutory financial statements of these entities for the years ended 31 December 2022 and 2023 prepared
in accordance with the PRC Accounting Standards for Business Enterprises (“PRC GAAP”) were audited by
Grant Thornton Zhitong Certified Public Accountants LLP, the PRC.
(b) The statutory financial statements of the entity for the years ended 31 December 2022 and 2023 prepared in
accordance with the PRC GAAP were audited by Fujian Anxin Certified Public Accountants Co., Ltd.,
Certified Public Accountants, the PRC and Grant Thornton Zhitong Certified Public Accountants LLP, the
PRC, respectively.
(c) The statutory financial statements of the entity for the years ended 31 December 2022 and 2023 prepared in
accordance with the PRC GAAP were audited by Zhaoqing Zhongpeng Certified Public Accountants, Certified
Public Accountants, the PRC.
(d) The statutory financial statements of the entity for the years ended 31 December 2022 and 2023 prepared in
accordance with the PRC GAAP were audited by Da Hua Certified Public Accountants (Special General
Partnership), Certified Public Accountants, the PRC.
(e) The statutory financial statements of the entity for the years ended 31 December 2022 and 2023 prepared in
accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) were audited by Grant Thornton
Hong Kong Limited, Certified Public Accountants, Hong Kong.
(f) The statutory financial statements of the entity for the years ended 31 December 2022 and 2023 prepared in
accordance with German Commercial Code (“HGB”) were audited by Deloitte GmbH
Wirtschaftsprüfungsgesellschaft, Certified Public Accountants, Germany.
(g) The statutory financial statements of the entity for the years ended 31 December 2022 and 2023 prepared in
accordance with Act C of 2000 on Accounting (the “Accounting Act”) were audited by International
Consulting Team Audit Könyvvizsgáló Kft., Certified Public Accountants, Hungary.
APPENDIX I ACCOUNTANTS’ REPORT
– I-16 –


--- page 383 ---
2. BASIS OF PRESENTATION AND PREPARATION
The Historical Financial Information has been prepared in accordance with International Financial Reporting
Standards (“IFRSs”), which collective term includes all applicable individual IFRSs and Interpretations approved by
the International Accounting Standards Board (“IASB”). All IFRSs are effective for the accounting period beginning
on 1 January 2024, together with the relevant transitional provisions, have been early adopted by the Group in the
preparation of the Historical Financial Information throughout the Track Record Period. The early adoption of the
IFRSs do not have any significant impact on the financial positions or results of the Group during the Track Record
Period.
The material accounting policies that have been used in the preparation of this Historical Financial Information
are summarised below. These policies have been consistently applied to all the periods presented in the Historical
Financial Information, unless otherwise stated.
The Historical Financial Information has been prepared on the historical cost basis except for certain financial
assets and liabilities which are stated at fair value.
It should be noted that accounting estimates and assumptions are used in preparation of the Historical Financial
Information. Although these estimates are based on management’s best knowledge and judgment of current events
and actions, actual results may ultimately differ from those estimates. The areas involving a higher degree of
judgment or complexity, or areas where assumptions and estimates are significant to the Historical Financial
Information are disclosed in Note 4.
3.1 ISSUED BUT NOT YET EFFECTIVE IFRSs
The Group has not early adopted the following new and amended IFRSs which have been issued but are not
yet effective:
Amendments to IFRS 10 and IAS 28 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Sale or Contribution of Assets between an Investor
and its Associate or Joint Venture
4
Amendments to IAS 21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Lack of Exchangeability 1
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Amendments to the Classification and Measurement
of Financial Instruments 2
IFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial
Statements 3
IFRS 19 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability:
Disclosures 3
Annual Improvements to IFRSs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Annual Improvements to IFRS Accounting
Standards – V olume 11 2
1 Effective for annual periods beginning on or after 1 January 2025
2 Effective for annual periods beginning on or after 1 January 2026
3 Effective for annual periods beginning on or after 1 January 2027
4 Effective date not yet determined
The Group has already commenced an assessment of the impact of these new and amended IFRSs, certain of
which are relevant to the Group’s operations. According to the preliminary assessment made by management, no
significant impact on the financial performance and positions of the Group is expected when they become effective.
APPENDIX I ACCOUNTANTS’ REPORT
– I-17 –


--- page 384 ---
3.2 SUMMARY OF MATERIAL ACCOUNTING POLICIES
Basis of consolidation
The Historical Financial Information incorporates the financial statements of the Company and its subsidiaries
for the Track Record Period. The financial statements of the subsidiaries are prepared for the same reporting period
as the Company, using consistent accounting policies.
Subsidiaries are entities controlled by the Group. The Group controls an entity when the Group is exposed, or
has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through
its power over the entity. When assessing whether the Group has power over the entity, only substantive rights
relating to the entity (held by the Group and others) are considered.
The Group includes the income and expenses of a subsidiary in the Historical Financial Information from the
date it gains control until the date when the Group ceases to control the subsidiary.
Intra-group transactions, balances and unrealised gains and losses on transactions between group companies
are eliminated in preparing the Historical Financial Information. Where unrealised losses on sales of intra-group asset
are reversed on consolidation, the underlying asset is also tested for impairment from the Group’s perspective.
Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure
consistency with the accounting policies adopted by the Group.
Non-controlling interests represent the equity on a subsidiary not attributable directly or indirectly to the
Company, and in respect of which the Group has not agreed any additional terms with the holders of those interests
which would result in the Group as a whole having a contractual obligation in respect of those interests that meets
the definition of a financial liability. For each business combination, the Group can elect to measure any
non-controlling interests either at fair value or at their proportionate share of the subsidiary’s net identifiable assets.
Non-controlling interests are presented in the consolidated statements of financial position within the equity,
separately from the equity attributable to the owners of the Company. Non-controlling interests in the results of the
Group are presented on the face of the consolidated statements of profit or loss and the consolidated statements of
comprehensive income as an allocation of the total profit or loss and total comprehensive income for the year between
non-controlling interests and the owners of the Company.
Changes in the Group’s investments in subsidiaries that do not result in a loss of control are accounted for as
equity transactions, whereby adjustments are made to the amounts of controlling interests within consolidated equity
to reflect the change in relative interests, but no adjustments are made to goodwill and no gain or loss is recognised.
When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference
between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest
and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any
non-controlling interests. Where certain assets of the subsidiary are measured at revalued amounts or fair values and
the related cumulative gain or loss has been recognised in other comprehensive income and accumulated in equity,
the amounts previously recognised in other comprehensive income and accumulated in equity are accounted for as
if the Company had directly disposed of the related assets (i.e., reclassified to profit or loss or transferred directly
to retained profits). The fair value of any investment retained in the former subsidiary at the date when control is lost
is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 “Financial Instruments”
or, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
In the Company’s statements of financial position, subsidiaries are carried at cost less any impairment loss
unless the subsidiary is held for sale or included in a disposal group. Cost is adjusted to reflect changes in
consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of
investment.
The results of subsidiaries are accounted for by the Company on the basis of dividends received and receivable
at the end of the reporting period. All dividends whether received out of the investee’s pre or post-acquisition profits
are recognised in the Company’s profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
– I-18 –


--- page 385 ---
Acquisition of subsidiaries
(a) Business combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration
transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date
fair values of the assets transferred by the Group, liabilities incurred 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. Acquisition-related
costs are recognised in profit or loss as incurred.
The Group determines that it has acquired a business when the acquired set of activities and assets include an
input and a substantive process that together significantly contribute to the ability to create outputs. The acquired
process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired
include an organised workforce with necessary skills, knowledge, or experience to perform that process or it
significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be
replaced without significant cost, effort, or delay in the ability to continue producing outputs.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are,
with limited exceptions, measured initially at their fair values at the acquisition date.
Consideration transferred as part of a business combination does not include amounts related to the settlement
of pre-existing relationships. The gain or loss on the settlement of any pre-existing relationship is recognised in profit
or loss.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any
non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity in the acquiree
(if any) over the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed. If,
after assessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed
exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the
fair value on the acquirer’s previously held equity interest in the acquiree (if any), the excess is recognised
immediately in profit or loss as bargain purchase gain.
Where the consideration the Group transferred in a business combination includes assets or liabilities resulting
from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair
value and considered as part of the consideration transferred in a business combination. Changes in the fair value of
the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with the
corresponding adjustments being made against goodwill or gain on bargain purchase. Measurement period
adjustments are adjustments that arise from additional information obtained during the measurement period about
facts and circumstances that existed as of the acquisition date. Measurement period does not exceed one year from
the acquisition date. The subsequent accounting for changes in the fair value of the contingent consideration that do
not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent
consideration classified as equity is not subsequently remeasured and its subsequent settlement is accounted for
within equity. Contingent consideration classified as a financial liability is subsequently remeasured at each reporting
dates at fair value with changes in fair value recognised in profit or loss.
Changes in the value of the previously held equity interest recognised in other comprehensive income and
accumulated in equity before the acquisition date are reclassified to profit or loss when the Group obtains control over
the acquiree.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which
the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete.
Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities
are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition
date that, if known, would have affected the amounts recognised as of that date.
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 386 ---
(b) Asset acquisitions
Groups of assets acquired and liabilities assumed are assessed to determine if they are business or asset
acquisitions. On an acquisition-by-acquisition basis, the Group chooses to apply a simplified assessment of whether
an acquired set of activities and assets is an asset rather than business acquisition, when substantially all of the fair
value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets.
When a group of assets acquired and liabilities assumed do not constitute a business, the overall acquisition
cost is allocated to the individual identifiable assets and liabilities based on their relative fair values at the date of
acquisition. An exception is when the sum of the individual fair values of the identifiable assets and liabilities differs
from the overall acquisition cost. In such case, any identifiable assets and liabilities that are initially measured at an
amount other than cost in accordance with the Group’s policies are measured accordingly, and the residual acquisition
cost is allocated to the remaining identifiable assets and liabilities based on their relative fair values at the date of
acquisition.
Associates and joint ventures
An associate is an entity over which the Group has significant influence, which is the power to participate in
the financial and operating policy decisions of the investee but is not control or joint control of those policies.
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement
have rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions relating about relevant activities require the unanimous consent of the
parties sharing control.
In Historical Financial Information, an investment in an associate or a joint venture is initially recognised at
cost and subsequently accounted for using the equity method. Any excess of the cost of acquisition over the Group’s
share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate or joint
venture recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying
amount of the investment and is assessed for impairment as part of the investment. The cost of acquisition is
measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed
and equity instruments issued by the Group, plus any costs directly attributable to the investment. Any excess of the
Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of
acquisition, after reassessment, is recognised immediately in profit or loss in the determination of the Group’s share
of the associate or joint venture’s profit or loss in the period in which the investment is acquired.
Under the equity method, the Group’s investment in the associate or joint venture is carried at cost and adjusted
for the post-acquisition changes in the Group’s share of the associate or joint venture’s net assets less any identified
impairment loss, unless it is classified as held for sale (or included in a disposal group that is classified as held for
sale). The profit or loss for the year includes the Group’s share of the post-acquisition, post-tax results of the
associate or joint venture for the year, including any impairment loss on the investment in associate or joint venture
recognised for the year. The Group’s other comprehensive income for the year includes its share of the associate or
joint venture’s other comprehensive income for the year.
Unrealised gains on transactions between the Group and its associate and joint venture are eliminated to the
extent of the Group’s investment in the associate or joint venture. Where unrealised losses on assets sales between
the Group and its associate or joint venture are reversed on equity accounting, the underlying asset is also tested for
impairment from the Group’s perspective. Where the associate or joint venture uses accounting policies other than
those of the Group for like transactions and events in similar circumstances, adjustments are made, where necessary,
to conform the associate or joint venture’s accounting policies to those of the Group when the associate or joint
venture’s financial statements are used by the Group in applying the equity method.
When the Group’s share of losses in an associate or a joint venture equals or exceeds its investment in the
associate or joint venture, the Group does not recognise further losses, unless it has incurred legal or constructive
obligations or made payments on behalf of the associate or joint venture. For this purpose, the Group’s investment
in the associate or joint venture is the carrying amount of the investment under the equity method together with the
Group’s other long-term investments that in substance form part of the Group’s net investment in the associate or
joint venture.
APPENDIX I ACCOUNTANTS’ REPORT
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After the application of equity method, the Group determines whether it is necessary to recognise an additional
impairment loss on the Group’s investment in its associate or joint venture. At the end of each reporting period, the
Group determines whether there is any objective evidence that the investment in associate or joint venture is
impaired. If such indications are identified, the Group calculates the amount of impairment as being the difference
between the recoverable amount (i.e., higher of value-in-use and fair value less costs of disposal) of the associate or
joint venture and its carrying amount. In determining the value-in-use of the investment, the Group estimates its share
of the present value of the estimated future cash flows expected to be generated by the associate or joint venture,
including cash flows arising from the operations of the associate or joint venture and the proceeds on ultimate
disposal of the investment.
The Group discontinues the use of equity method from the date when it ceases to have significant influence
over an associate or joint control over a joint venture. If the retained interest in that former associate or joint venture
is a financial asset, the retained interest is measured at fair value, which is regarded as its fair value on initial
recognition as a financial asset in accordance with IFRS 9. The difference between (i) the fair value of any retained
interest and any proceeds from disposing of partial investment in the associate or joint venture; and (ii) the carrying
amount of the investment at the date the equity method was discontinued, is recognised in profit or loss. In addition,
the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate
or joint venture on the same basis as would have been required if the associate or joint venture had directly disposed
of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income
by the investee would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group
reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment) when the equity method
is discontinued.
If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture
becomes an investment in an associate, the Group continues to apply the equity method and does not remeasure the
retained interest.
In the Company’s statements of financial position, investments in associates and joint ventures are stated at
cost less impairment losses, unless being classified as held for sale (or included in a disposal group that is classified
as held for sale).
Foreign currency translation
The Historical Financial Information is presented in RMB, which is also the functional currency of the
Company and its major subsidiaries.
In the individual financial statements of the consolidated entities, foreign currency transactions are translated
into the functional currency of the individual entity using the exchange rates prevailing at the dates of the
transactions. At the end of the reporting period, monetary assets and liabilities denominated in foreign currencies are
translated at the foreign exchange rates ruling at that date. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the retranslation of monetary assets and liabilities at the end of the reporting
period are recognised in profit or loss.
Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates
prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated (i.e., only translated using the exchange rates at the
transaction date). When a fair value gain or loss on a non-monetary item is recognised in profit or loss, any exchange
component of that gain or loss is also recognised in profit or loss. When a fair value gain or loss on a non-monetary
item is recognised in other comprehensive income, any exchange component of that gain or loss is also recognised
in other comprehensive income.
In the Historical Financial Information, all individual financial statements of foreign operations, originally
presented in a currency different from the Group’s presentation currency, have been converted into RMB. Assets and
liabilities have been translated into RMB at the closing rates at the end of the reporting period. Income and expenses
have been converted into RMB at the exchange rates ruling at the transaction dates, or at the average rates over the
reporting period provided that the exchange rates do not fluctuate significantly. Any differences arising from this
procedure have been recognised in other comprehensive income and accumulated separately in the other
comprehensive income reserve in equity.
APPENDIX I ACCOUNTANTS’ REPORT
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Goodwill and fair value adjustments arising on the acquisition of a foreign operation have been treated as
assets and liabilities of the foreign operation and translated into RMB at the rates prevailing at the end of each
reporting period.
Property, plant and equipment
Property, plant and equipment (other than construction in progress as described below) are initially recognised
at acquisition cost and/or manufacturing cost (including any cost directly attributable to bringing the assets to the
location and condition necessary for them to be capable of operating in the manner intended by management,
including costs of testing whether the related assets are functioning properly). They are subsequently stated at cost
less accumulated depreciation and accumulated impairment losses, if any.
Properties in the course of construction for production, supply or administrative purposes are carried at cost,
less any recognised impairment loss. Costs include professional fees and, for qualifying assets, borrowing costs
capitalised in accordance with the Group’s accounting policy. Such properties are classified to the appropriate
categories of property, plant and equipment when completed and ready for intended use. Depreciation of these assets,
on the same basis as other property assets, commences when the assets are ready for their intended use.
Depreciation is recognised so as to write off the cost of assets other than construction in progress less their
residual values using the straight-line basis over their estimated useful lives as follow:
Properties and buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810-50 years
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183-10 years
Transportation equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183-10 years
Electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183-10 years
Special equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183-25 years
Other equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183-10 years
Estimates of residual value and useful life are reviewed, and adjusted if appropriate, at the end of each
reporting period.
Gain or loss arising on retirement or disposal is determined as the difference between the sales proceeds and
the carrying amount of the asset and is recognised in profit or loss.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other costs, such
as repairs and maintenance, are charged to profit or loss during the financial period in which they are incurred.
Right-of-use assets
Accounting policies of right-of-use assets (other than prepaid lease payments) are set out in “Leases” below.
Prepaid lease payments (which meet the definition of right-of-use assets) represent the upfront payment for
long-term land lease in which the payment can be reliably measured. It is stated at cost less accumulated depreciation
and any accumulated impairment losses. Depreciation is calculated on a straight-line basis over the term of the
lease/right-of-use except where an alternative basis is more representative of the time pattern of benefits to be derived
by the Group from use of the land.
Goodwill
Set out below are the accounting policies on goodwill arising on acquisition of a subsidiary. Accounting for
goodwill arising on acquisition of investments in associates and joint ventures is set out in “Associates and joint
ventures” above.
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the
acquisition date). Goodwill is measured as the excess of the aggregate of the fair value of the consideration
transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously
held equity interest in the acquiree (if any) over the Group’s interest in the net fair value of the acquiree’s identifiable
assets and liabilities measured at the acquisition date.
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 389 ---
If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the
sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value
of the acquirer’s previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit
or loss as a bargain purchase gain.
Goodwill is stated at cost less accumulated impairment losses. Goodwill is allocated to cash-generating units
(“CGUs”) and is tested annually for impairment (see “Impairment of non-financial assets (other than contract assets)”
below).
On subsequent disposal of a subsidiary, the attributable amount of goodwill capitalised is included in the
determination of the amount of gain or loss on disposal.
Intangible assets (other than goodwill)
Acquired intangible assets are recognised initially at cost. After initial recognition, intangible assets with finite
useful lives are carried at cost less accumulated amortisation and any accumulated impairment losses. Amortisation
for intangible assets with finite useful lives is provided on straight-line basis over their estimated useful lives.
Amortisation commences when the intangible assets are available for use. The useful lives are as follows:
Patent rights and non-patented technology /H1118/H1118/H1118/H1118/H1118/H1118Not over 10 years
Software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Not over 5 years
Mining and exploration rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Not applicable
Mining rights are stated at cost less accumulated amortisation and any impairment losses while exploration
rights are stated at cost less impairment losses. When exploration rights can be reasonably ascertained that an
exploration property is capable of commercial production, exploration and evaluation costs capitalised are transferred
to either mining rights and reserves and amortised by the unit of production method based on the proven and probable
mineral reserves. Costs incurred for exploration which can be directly attributable to the development of mining
infrastructure are transferred to mining infrastructure when the exploration reaches the stage of commercial
production. Mining rights and exploration rights are written off to profit or loss if the exploration property is
abandoned.
The assets’ amortisation methods and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period.
Intangible assets are tested for impairment as described in “Impairment of non-financial assets (other than
contract assets)” below.
Research and development
Costs associated with research activities are expensed in profit or loss as they incur. Costs that are directly
attributable to development activities are recognised as intangible assets provided they meet all of the following
recognition requirements:
(i) demonstration of technical feasibility of the prospective product for internal use or sale;
(ii) there is intention to complete the intangible asset and use or sell it;
(iii) the Group’s ability to use or sell the intangible asset is demonstrated;
(iv) the intangible asset will generate probable economic benefits through internal use or sale;
(v) sufficient technical, financial and other resources are available for completion; and
(vi) the expenditure attributable to the intangible asset can be reliably measured.
Direct costs include employee costs incurred on development activities along with an appropriate portion of
relevant overheads. The costs of development of internally generated software, products or know-how that meet the
above recognition criteria are recognised as intangible assets. They are subject to the same subsequent measurement
method as acquired intangible assets.
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 390 ---
All other development costs are expensed as incurred.
Financial instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,
or when the financial asset and substantially all of its risks and rewards are transferred. A financial liability is
derecognised when it is extinguished, discharged, cancelled or expires.
Financial assets
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at
the transaction price in accordance with IFRS 15 “Revenue from Contracts with Customers”, all financial assets are
initially measured at fair value, in case of a financial asset not at FVTPL, plus transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are
expensed in profit or loss.
Financial assets, other than those designated and effective as hedging instruments, are classified into the
following categories:
– amortised cost;
– FVTPL; or
– FVTOCI.
The classification is determined by both:
– the Group’s business model for managing the financial asset; and
– the contractual cash flow characteristics of the financial asset.
All income and expenses relating to financial assets that are recognised in profit or loss are presented within
finance costs, interest income or other financial items, except for expected credit losses (“ECL”) on financial assets
which is presented as a separate item in consolidated statements of profit or loss.
Subsequent measurement of financial assets
Debt instruments
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as FVTPL):
– they are held within a business model whose objective is to hold the financial assets and collect its
contractual cash flows; and
– the contractual terms of the financial assets give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Interest
income from these financial assets is included other income in profit or loss. Discounting is omitted where the effect
of discounting is immaterial. The Group’s bank balances, deposits and cash, trade and bills receivables, deposits and
other assets fall into this category of financial instruments.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 391 ---
Financial assets at FVTOCI — recycling
If the contractual cash flows of the investment comprise solely payments of principal and interest and the
investment is held within a business model whose objective is achieved by both the collection of contractual cash
flows and sale, subsequent changes in fair value are recognised in other comprehensive income, except for the
recognition in profit or loss of ECL, interest income (calculated using the effective interest method) and foreign
exchange gains and losses. When the investment is derecognised, the amount accumulated in other comprehensive
income is recycled from equity to profit or loss.
Financial assets at FVTPL
Financial assets that are held within a different business model other than “hold to collect” or “hold to collect
and sell” are categorised at FVTPL. Further, irrespective of business model, financial assets whose contractual cash
flows are not solely payments of principal and interest are accounted for at FVTPL. All derivative financial
instruments fall into this category, except for those designated and effective as hedging instruments, for which the
hedge accounting requirements under IFRS 9 apply.
Equity instruments
An investment in equity securities is classified as FVTPL unless the equity investment is not held for trading
purposes and on initial recognition of the investment, the Group elects to designate the investment at FVTOCI
(non-recycling) such that subsequent changes in fair value are recognised in other comprehensive income and
accumulated in “other comprehensive income reserve” in equity. Such elections are made on an instrument-by-
instrument basis, but only be made if the investment meets the definition of equity from the issuer’s perspective.
The equity instruments at FVTOCI are not subject to impairment assessment. The cumulative gain or loss in
“other comprehensive income reserve” will not be reclassified to profit or loss upon disposal of the equity
investments, and will be transferred to retained earnings.
Dividends from these investments in equity instruments are recognised in profit or loss when the Group’s right
to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the
investment. Dividends are included in “other income” in profit or loss.
Financial liabilities
Classification and measurement of financial liabilities
The Group’s financial liabilities include trade and bills payables, other payables and accruals, borrowings,
corporate bonds, lease liabilities and derivative financial instruments.
The Group classifies financial liabilities that arise from supplier finance arrangement (“SFA”) within “Trade
and bills payables” in the consolidated statements of financial position if they have a similar nature and function to
trade payables. This is the case if the SFA is part of the working capital used in the Group’s normal operating cycle,
the level of security provided is similar to trade payables and the terms of the liabilities that are part of the SFA are
not substantially different from the terms of trade payables that are not part of the arrangement. Cash flows related
to liabilities arising from SFA that are classified in “Trade and bills payables” in the consolidated statements of
financial position are included in operating activities in the consolidated statements of cash flows.
Financial liabilities (other than lease liabilities) are initially measured at fair value, and, where applicable,
adjusted for transaction costs unless the Group designated a financial liability at FVTPL.
Subsequently, financial liabilities (other than lease liabilities) are measured at amortised cost using the
effective interest method except for derivatives which are not designated as hedging instruments in hedge
relationships and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains
or losses recognised in profit or loss.
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit
or loss are included in finance costs or other income.
Accounting policies of lease liabilities are set out in “Leases” below.
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 392 ---
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are
subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the
redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement
of the liability for at least 12 months after the end of the reporting period.
Trade and bills payables, other payables and accruals, borrowings and corporate bonds
They are recognised initially at their fair value and subsequently measured at amortised cost, using the
effective interest method.
Redemption liability
Redemption liability arises from put option granted by the Group to the non-controlling interests, where the
counterparty has the right to request the Group to purchase the equity instruments held by the counterparty for cash.
As the Group does not have the unconditional right to avoid delivering cash under the put option while significant
risks and rewards of ownership of the shares remain within the non-controlling interests, the Group recognises a
redemption liability at the present value of the estimated future cash outflows of the redemption obligation with a
corresponding adjustment to equity. Subsequently, if the Group revises its estimates of payments, the Group will
adjust the carrying amount of the redemption liability, and the adjustment will be recognised against equity. If the
put option expires unexercised, the liability is derecognised with a corresponding adjustment to equity. If the option
is exercised, redemption liability is offset by the cash payment. The redemption liability is classified as current
liabilities unless the put option can only be exercised 12 months after the end of the reporting period.
Derivative financial instruments
Details of accounting policy of derivative financial instruments are set out in “Derivative financial
instruments” below.
Impairment of financial assets and contract assets
IFRS 9’s impairment requirements use forward-looking information to recognise ECL — the “ECL model”.
Instruments within the scope included loans and other debt-type financial assets measured at amortised cost and
FVTOCI, trade and bills receivables, contract assets recognised and measured under IFRS 15.
The Group considers a broader range of information when assessing credit risk and measuring ECL, including
past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the
future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
– financial instruments that have not deteriorated significantly in credit quality since initial recognition
or that have low credit risk (“Stage 1”); and
– financial instruments that have deteriorated significantly in credit quality since initial recognition and
whose credit risk is not low (“Stage 2”).
“Stage 3” would cover financial assets that have objective evidence of impairment at the end of the reporting
period.
“12-month ECL” are recognised for the Stage 1 category while “lifetime ECL” are recognised for the Stage
2 category.
Measurement of the ECL is determined by a probability-weighted estimate of credit losses over the expected
life of the financial instrument.
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 393 ---
Trade receivables and contract assets
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECL and
recognises a loss allowance based on lifetime ECL at the end of each reporting period. These are the expected
shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial
assets. In calculating the ECL, the Group has established a provision matrix that is based on its historical credit loss
experience and external indicators, adjusted for forward-looking factors specific to the debtors and the economic
environment.
To measure the ECL, except for trade receivables with significant outstanding balances which are assessed
individually, the remaining trade receivables and contract assets have been grouped based on shared credit risk
characteristics. The contract assets have substantially the same risk characteristics as the trade receivables for the
same types of contracts. The Group has therefore concluded that the ECL rates for trade receivables are a reasonable
approximation of the loss rates for the contract assets.
Other financial assets measured at amortised cost and trade and bills receivables measured at FVTOCI
The Group measures the loss allowance for other receivables equal to 12-month ECL, unless when there has
been a significant increase in credit risk since initial recognition, in which case the Group recognises lifetime ECL.
The assessment of whether lifetime ECL should be recognised is based on significant increase in the likelihood of
risk of default occurring since initial recognition.
In assessing whether the credit risk has increased significantly since initial recognition, the Group compares
the risk of a default occurring on the financial assets at the end of each reporting period with the risk of default
occurring on the financial assets at the date of initial recognition. In making this assessment, the Group considers
both quantitative and qualitative information that is reasonable and supportable, including historical experience and
forward-looking information that is available without undue cost or effort.
In particular, the following information is taken into account when assessing whether credit risk has increased
significantly:
– an actual or expected significant deterioration in the financial instrument’s external (if available) or
internal credit rating;
– significant deterioration in external market indicators of credit risk, e.g., a significant increase in the
credit spread and the credit default swap prices for the debtor;
– existing or forecast adverse changes in regulatory, business, financial, economic conditions, or
technological environment that are expected to cause a significant decrease in the debtor’s ability to
meet its debt obligations; and
– an actual or expected significant deterioration in the operating results of the debtor.
Despite the aforegoing, the Group assumes that the credit risk on trade and bills receivables measured at
FVTOCI has not increased significantly since initial recognition if the trade and bills receivables measured at
FVTOCI is determined to have low credit risk at the end of each reporting period. Trade and bills receivables
measured at FVTOCI is determined to have low credit risk if it has a low risk of default, the borrower has strong
capacity to meet its contractual cash flow obligations in the near term and adverse changes in economic and business
conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfill its contractual
cash flow obligations.
For internal credit risk management, the Group considers an event of default occurs when information
developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors,
including the Group, in full (without taking into account any collateral held by the Group).
Detailed analysis of the ECL assessment of trade and bills receivables, contract assets, other financial assets
measured at amortised cost and trade and bills receivables measured at FVTOCI are set out in Note 46.
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 394 ---
Inventories
Inventories are carried at the lower of cost and net realisable value. Net realisable value is the estimated selling
price in the ordinary course of business less the estimated cost of completion and applicable selling expenses. Cost
is determined using the weighted average basis, and in the case of work in progress and finished goods, comprise
direct materials, direct labour and an appropriate proportion of overheads.
Derivative financial instruments
The Group enters into a variety of derivative financial instruments to manage its exposure to foreign currency
risks and commodity price risks, including foreign exchange risk contracts, commodity contracts and currency
deposit contracts. Further details of derivative financial instruments are set out in Note 27.
Derivative financial instruments are recognised at fair value at the end of each reporting period with gain or
loss on remeasurement to fair value is recognised immediately in profit or loss, except where the derivatives qualify
for hedged accounting under IFRS 9. All derivatives are carried as assets when fair value is positive and as liabilities
when fair value is negative.
Hedge accounting
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship
to which the Group wishes to apply hedge accounting, the risk management objective and its strategy for undertaking
the hedge.
The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk
being hedged and how the Group will assess whether the hedging relationship meets the hedge effectiveness
requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined) on
an ongoing basis. A hedging relationship qualifies for hedge accounting if it meets all of the following effectiveness
requirements:
 There is “an economic relationship” between the hedged item and the hedging instrument.
 The effect of credit risk does not “dominate the value changes” that result from that economic
relationship.
 The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged
item that the Group actually hedges and the quantity of the hedging instrument that the Group actually
uses to hedge that quantity of hedged item.
The Group designates certain derivatives as hedging instruments to hedge the variability in cash flows
associated with highly probable forecast transactions arising from changes in foreign exchanges rates and commodity
price.
(a) Fair value hedges
The fair value change on qualifying hedging instruments is recognised in profit or loss. The carrying amount
of a hedged item not already measured at fair value is adjusted for the fair value change attributable to the hedged
risk with a corresponding entry in profit or loss. Where hedging gains or losses are recognised in profit or loss, they
are recognised in the same line as the hedged item.
When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the criteria for
hedge accounting, any cumulative deferred gain or loss and deferred costs of hedging in equity at that time are
amortised to profit or loss over the remaining life of the hedged item. When the forecast transaction is no longer
expected to occur, the cumulative gain or loss and deferred costs of hedging that were reported in equity are
immediately reclassified to profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
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(b) Cash flow hedges
The effective portion of changes in the fair values of derivatives that are designated and qualify as cash flow
hedges are recognised in other comprehensive income and accumulated in other comprehensive income reserve. The
gain or loss relating to the ineffective portion is recognised immediately in profit or loss, and is included in other
gains and losses line item. Amounts previously recognised in other comprehensive income and accumulated in other
comprehensive income reserve are reclassified to profit or loss in the periods when the hedged item is recognised in
profit or loss, in the same line of the consolidated statements of profit or loss as the recognised hedged item.
For any other cash flow hedges, the amount accumulated in other comprehensive income is reclassified to
profit or loss as a reclassification adjustment in the same period or periods during which the hedged cash flows affect
profit or loss.
Cash and cash equivalents
Cash and cash equivalents include cash at bank and in hand, demand deposits with banks and short-term highly
liquid investments with original maturities of three months or less that are readily convertible into known amounts
of cash and which are subject to an insignificant risk of changes in value.
Bank balances for which use by the Group is subject to third party contractual restrictions are included as part
of cash unless the restrictions result in a bank balance no longer meeting the definition of cash. Contractual
restrictions affecting use of bank balances are disclosed in Note 28.
Contract assets and contract liabilities
A contract asset is recognised when the Group recognises revenue before being unconditionally entitled to the
consideration under the payment terms set out in the contract. Contract assets are assessed for ECL in accordance
with the policy set out in “Impairment of financial assets and contract assets” above and are reclassified to
receivables when the right to the consideration has become unconditional.
A contract liability is recognised when the customer pays consideration before the Group recognises the related
revenue. A contract liability would also be recognised if the Group has an unconditional right to receive consideration
in advance of performance. In such cases, a corresponding receivable would also be recognised.
For a single contract with the customer, either a net contract asset or a net contract liability is presented. For
multiple contracts, contract assets and contract liabilities of unrelated contracts are not presented on a net basis.
Financial guarantees issued
A financial guarantee contract is a contract that requires the issuer (or guarantor) to make specified payments
to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance
with the terms of a debt instrument.
Where the Group issues a financial guarantee, the fair value of the guarantee is initially recognised as deferred
income within “other payables and accruals”. The fair value of financial guarantees is determined based on the
present value of the difference in cash flows between the contractual payments required under the debt instruments
and the payments that would be required without the guarantee, or the estimated amount that would be payable to
a third party for assessing the obligations. Where consideration is received or receivable for the issuance of the
guarantee, the consideration is recognised in accordance with the Group’s policies applicable to that category of asset.
Where no such consideration is received or receivable, an immediate expense is recognised in profit or loss on initial
recognition of any deferred income.
Subsequently, financial guarantees are measured at the higher of the amount determined in accordance with
ECL under IFRS 9 as set out in “Impairment of financial assets and contract assets” above and the amount initially
recognised less, where appropriate, the cumulative amount of income recognised over the guarantee period.
APPENDIX I ACCOUNTANTS’ REPORT
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Leases
Definition of a lease and the Group as a lessee
At inception of a contract, the Group considers whether a contract is, or contains a lease. A lease is defined
as “a contract, or part of a contract, that conveys the right to use an identified asset (the underlying asset) for a period
of time in exchange for consideration”. To apply this definition, the Group assesses whether the contract meets three
key evaluations which are whether:
 the contract contains an identified asset, which is either explicitly identified in the contract or implicitly
specified by being identified at the time the asset is made available to the Group;
 the Group has the right to obtain substantially all of the economic benefits from use of the identified
asset throughout the period of use, considering its rights within the defined scope of the contract; and
 the Group has the right to direct the use of the identified asset throughout the period of use. The Group
assesses whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the
period of use.
Measurement and recognition of leases as a lessee
At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the consolidated
statements of financial position. The right-of-use asset is measured at cost, which is made up of the initial
measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle
and remove the underlying asset at the end of the lease, and any lease payments made in advance of the lease
commencement date (net of any lease incentives received).
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the
earlier of the end of the useful life of the right-of-use asset or the end of the lease term unless the Group is reasonably
certain to obtain ownership at the end of the lease term. The Group also assesses the right-of-use asset for impairment
when such indicator exists.
At the commencement date, the Group measures the lease liability at the present value of the lease payments
unpaid at that date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined,
the Group’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including
in-substance fixed payments) less any lease incentives receivable, variable payments based on an index or rate, and
amounts expected to be payable under a residual value guarantee.
Subsequent to initial measurement, the liability will be reduced for lease payments made and increased for
interest cost on the lease liability. It is remeasured to reflect any reassessment or lease modification, or if there are
changes in in-substance fixed payments.
The Group remeasures lease liabilities whenever:
 there are changes in lease term or in the assessment of exercise of a purchase option, in which case the
related lease liability is remeasured by discounting the revised lease payments using a revised discount
rate at the date of reassessment.
 the lease payments changes due to changes in market rental rates following a market rent
review/expected payment under a guaranteed residual value, in which cases the related lease liability is
remeasured by discounting the revised lease payments using the initial discount rate.
For lease modification that is not accounted for as a separate lease, the Group remeasures the lease liability
based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate
at the effective date of modification.
When the lease is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit or
loss if the right-of-use asset is already reduced to zero.
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The Group has elected to account for short-term leases and leases of low-value assets using the practical
expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these leases are
recognised as an expense in profit or loss on a straight-line basis over the lease term. Short-term leases are leases
with a lease term of 12 months or less.
On the consolidated statements of financial position, prepaid lease payments and leased properties and
equipment have been included in “right-of-use-assets” under non-current assets.
Provisions, contingent liabilities and contingent assets
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable
estimate of the amount of the obligation can be made. Where the time value of money is material, provisions are
stated at the present value of the expenditure expected to settle the obligation.
All provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be
estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic
benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence
of one or more future uncertain events not wholly within the control of the Group, are also disclosed as contingent
liabilities unless the probability of outflow of economic benefits is remote.
An onerous contract exists when the Group has a contract under which the unavoidable costs of meeting the
obligations under the contract exceed the economic benefits expected to be received from the contract. Provisions for
onerous contracts are measured at the present value of the lower of the expected cost of terminating the contract and
the net cost of fulfilling the contract (which includes both incremental costs and an allocation of other costs that relate
directly to fulfilling that contract).
Contingent liabilities assumed in a business combination which are present obligations at the date of
acquisition are initially recognised at fair value, provided the fair value can be reliably measured. After the initial
recognition at fair value, such contingent liabilities are recognised at the higher of the amount initially recognised,
less accumulated amortisation where appropriate, and the amount that would be recognised in a comparable provision
as described above. Contingent liabilities assumed in a business combination that cannot be reliably fair valued or
were not present obligations at the date of acquisition are disclosed as per above.
Probable inflows of economic benefits to the Group that do not yet meet the recognition criteria of an asset
are considered as contingent assets.
Sales-related warranties
Sales-related warranties associated with EV batteries and ESS batteries cannot be purchased separately and are
served as an assurance that the products sold comply with agreed-upon specifications (i.e. assurance-type warranties).
Accordingly, the Group accounts for warranties as “Provision” in accordance with IAS 37 “Provisions, Contingent
Liabilities and Contingent Assets”.
Share capital
Share capital are classified as equity. Share capital is recognised at the amount of consideration of shares
issued, after deducting any transaction costs associated with the issue of shares (net of any related income tax benefit)
to the extent they are incremental costs directly attributable to the equity transaction.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 398 ---
Revenue recognition and other contract costs
(a) Revenue from contracts with customers
Revenue mainly arises from the following major sources:
(i) sales of EV batteries;
(ii) sales of ESS batteries;
(iii) sales of battery materials from recycling process;
(iv) sales of battery mineral resources; and
(v) others.
To determine whether to recognise revenue, the Group follows a 5-step process:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations
5. Recognising revenue when or as performance obligations are satisfied
In all cases, the total transaction price for a contract is allocated amongst the various performance obligations
based on their relative stand-alone selling prices. The transaction price for a contract excludes any amounts collected
on behalf of third parties.
Revenue is recognised either at a point in time or over time, when the Group satisfies performance obligations
by transferring the promised goods or services to its customers.
Further details of the Group’s revenue and other income recognition policies are as follows:
Revenue from sale of goods
Revenue from sale of goods between the Group and its customers generally only includes a performance
obligation for the transfer of goods, which is recognised when the performance obligation has been satisfied
at a point in time.
Revenue for sale of goods in Mainland China is recognised when the Group has delivered the products
to the customers in accordance with the contract terms, and has received acceptance and other proof of receipt
from the customers.
Revenue for export sale of goods is recognised when the Group has declared the goods for customs
clearance in accordance with the contract terms, and has obtained a customs declaration or received acceptance
and other proof of receipt from the customers.
The Group provides after-sale service fee for its goods and makes the respective provisions. The Group
does not provide any other additional services or after-sale service, therefore, such after-sale service does not
constitute a separate performance obligation.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 399 ---
The Group has entered into contracts with certain customers that include sale rebate terms. Such sale
rebates give rise to variable consideration. For the contracts that contain sales rebate, the Group estimates the
amount of consideration to which it will be entitled using either (a) the expected value or (b) the most likely
amount, depending on which method better predicts the amount of consideration to which the Group will be
entitled. The estimated amount of variable consideration is included in the transaction price only to the extent
that it is highly probable that such an inclusion will not result in a significant revenue reversal in the future
when the uncertainty associated with the variable consideration is subsequently resolved.
Revenue from provision of services
Revenue from provision of services between the Group and its customers generally include technical
services. If the customers obtain and consume the economic benefits brought by the Group’s performance when
the Group has performed its obligations, the Group may treat its performance obligation has been satisfied
within a certain period of time and recognise the respective revenue over time, except for those revenue where
the progress of performance cannot be reasonably determined.
Revenue from provision of services is recognised when the Group has satisfied the corresponding
performance obligation in accordance with the contract terms, and has received acceptance and other proof of
receipt form the customers.
Dividend income
Dividend income is recognised when the right to receive payment is established.
Interest income
Interest income is recognised on a time proportion basis using the effective interest method. For
financial assets measured at amortised cost that are not credit-impaired, the effective interest rate is applied
to the gross carrying amount of the asset. For credit-impaired financial assets, the effective interest rate is
applied to the amortised cost (i.e., gross carrying amount net of ECL allowance) of the asset.
(b) Other contract costs
Contract costs are either the costs to fulfil a contract or the incremental costs of obtaining a contract.
Costs to fulfil a contract
If the costs incurred in fulfilling a contract with a customer which are not capitalised as inventories,
property, plant and equipment and intangible assets, the Group capitalises the costs incurred to fulfil a contract
with a customer as an asset (included in “inventories” in the consolidated statements of financial position) if
all of the following criteria are met:
(i) the costs relate directly to a contract or to an anticipated contract that the entity can specifically
identify;
(ii) 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
(iii) the costs are expected to be recovered.
An asset is amortised and charged to the profit or loss on a systematic basis (i.e. over the period of sales
contracts that is consistent with the transfer to the customer of the goods or services to which the asset relates.
The asset is subject to impairment review. Other costs of fulfilling a contract, which are not capitalised, are
expensed as incurred.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 400 ---
Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the
grant will be received and the Group will comply with all attached conditions. Government grants are deferred and
recognised in profit or loss over the period necessary to match them with the costs that the grants are intended to
compensate. Government grants relating to the purchase of assets are included in liabilities and are recognised in
profit or loss on a straight-line basis over the expected lives of the related assets.
Impairment of non-financial assets (other than contract assets)
The following assets are subject to impairment testing:
 Goodwill arising on acquisition of subsidiaries;
 Intangible assets;
 Property, plant and equipment;
 Right-of-use assets; and
 The Company’s investments in subsidiaries, associates and joint ventures.
Goodwill and intangible assets with indefinite useful life or those not yet available for use are tested for
impairment at least annually, irrespective of whether there is any indication that they are impaired. All other assets
are tested for impairment whenever there are indications that the asset’s carrying amount may not be recoverable.
An impairment loss is recognised as an expense immediately for the amount by which the asset’s carrying
amount exceeds its recoverable amount. Recoverable amount is the higher of fair value, reflecting market conditions
less costs of disposal, and value-in-use. In assessing value-in-use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessment of time value of money and
the risk specific to the asset.
For the purposes of assessing impairment, where an asset does not generate cash inflows largely independent
of those from other assets, the recoverable amount is determined for the smallest group of assets that generate cash
inflows independently (i.e., a CGU). As a result, some assets are tested individually for impairment and some are
tested at CGU level. Corporate assets are allocated to individual CGUs, when a reasonable and consistent basis of
allocation can be identified, or otherwise they are allocated to the smallest group of CGUs for which a reasonable
and consistent allocation basis can be identified. Goodwill in particular is allocated to those CGUs that are expected
to benefit from synergies of the related business combination and represent the lowest level within the Group at which
the goodwill is monitored for internal management purpose and not be larger than an operating segment.
Impairment losses recognised for CGUs, to which goodwill has been allocated, are credited initially to the
carrying amount of goodwill. Any remaining impairment loss is charged pro rata to the other assets in the CGU,
except that the carrying value of an asset will not be reduced below its individual fair value less cost of disposal, or
value-in-use, if determinable.
An impairment loss on goodwill is not reversed in subsequent periods. In respect of other assets, an impairment
loss is reversed if there has been a favourable change in the estimates used to determine the asset’s recoverable
amount and only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have
been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Employee benefits
Short-term employee benefits
Salaries, discretionary bonuses, paid annual leave and the cost of non-monetary benefits are accrued and
recognised as an expense in profit or loss in the year in which the associated services are rendered by employees.
Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present
values.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 401 ---
Retirement benefits
Pension scheme
Retirement benefits to employees are provided through defined contribution plans. The employees of the
Group’s subsidiaries which operate in the PRC are required to participate in a central pension scheme operated by
the local municipal government. This subsidiary is required to contribute a certain percentage of its payroll costs to
the central pension scheme. Contributions are recognised as an expense in profit or loss as employees render services
during the year. The Group’s obligations under these plans are limited to the fixed percentage contributions payable.
Housing funds, medical insurances and other social insurances
Employees of the Group in the PRC are entitled to participate in various government-supervised housing funds,
medical insurance and other employee social insurance plan. The Group contributes on a monthly basis to these funds
based on certain percentages of the salaries of the employees, subject to certain ceiling. The Group’s liability in
respect of these funds is limited to the contributions payable in each year. Contributions to the housing funds, medical
insurances and other social insurances are expensed as incurred.
Termination benefits
Termination benefits are recognised at the earlier of when the Group can no longer withdraw the offer of those
benefits and when the Group recognises restructuring costs involving the payment of termination benefits.
Share-based employee compensation
The Group operates equity-settled share-based compensation plans for remuneration of its employees
including share option schemes and share award schemes.
All employee services received in exchange for the grant of any share-based compensation are measured at
their fair values. These are indirectly determined by reference to the fair value of the equity instruments granted. This
fair value is appraised at the grant date and excludes the impact of any non-market vesting conditions (for example,
profitability and sales growth targets and performance conditions).
All share-based compensation is recognised as an expense in profit or loss over the vesting period if vesting
conditions apply, or recognised as an expense in full at the grant date when the equity instruments granted vest
immediately unless the compensation qualifies for recognition as asset, with a corresponding increase in the “capital
reserve” in equity. If vesting conditions apply, the expense is recognised over the vesting period based on the best
available estimate of the number of equity instruments expected to vest. Non-market vesting conditions are included
in assumptions about the number of equity instruments that are expected to become exercisable. Estimates are
subsequently revised, if there is any indication that the number of equity instruments expected to vest differs from
previous estimates. Any adjustment to cumulative share-based compensation resulting from a revision is recognised
in the current period. The number of vested options ultimately exercised by holders does not impact the expense
recorded in any period.
Borrowing costs
Borrowing costs incurred, net of any investment income earned on the temporary investment of the specific
borrowings, for the acquisition, construction or production of any qualifying asset are capitalised during the period
of time that is required to complete and prepare the asset for its intended use. A qualifying asset is an asset which
necessarily takes a substantial period of time to get ready for its intended use or sale. Other borrowing costs are
expensed when incurred.
Borrowing costs are capitalised as part of the cost of a qualifying asset when expenditure for the asset is being
incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use
or sale are being undertaken. Capitalisation of borrowing costs ceases when substantially all the activities necessary
to prepare the qualifying asset for its intended use or sale are complete.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 402 ---
Accounting for income taxes
Income tax comprises current tax and deferred tax.
Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities
relating to the current or prior reporting period, that are unpaid at the end of the reporting period. They are calculated
according to the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable profit
for the year. All changes to current tax assets or liabilities are recognised as a component of tax expense in profit
or loss.
Deferred tax is calculated using the liability method on temporary differences at the end of the reporting period
between the carrying amounts of assets and liabilities in the financial statements and their respective tax bases.
Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are
recognised for all deductible temporary differences, tax losses available to be carried forward as well as other unused
tax credits, to the extent that it is probable that taxable profit, including existing taxable temporary differences, will
be available against which the deductible temporary differences, unused tax losses and unused tax credits can be
utilised.
Deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from
initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither
taxable nor accounting profit or loss and does not give rise to equal taxable and deductible temporary differences.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries,
associates and joint ventures, except where the Group is able to control the reversal of the temporary differences and
it is probable that the temporary differences will not reverse in the foreseeable future.
For leasing transactions in which the tax deductions are attributable to the lease liabilities, the Group applies
the requirements in IAS 12 to the lease liabilities and the related assets separately. The Group recognises a deferred
tax asset related to the lease liabilities to the extent that it is probable that taxable profit will be available against
which the deductible temporary difference can be utilised and a deferred tax liability for all taxable temporary
differences.
Deferred tax is calculated, without discounting, at tax rates that are expected to apply in the period the liability
is settled or the asset realised, provided they are enacted or substantively enacted at the end of each reporting period.
Changes in deferred tax assets or liabilities are recognised in profit or loss, or in other comprehensive income
or directly in equity if they relate to items that are charged or credited to other comprehensive income or directly in
equity.
When different tax rates apply to different levels of taxable income, deferred tax assets and liabilities are
measured using the average tax rates that are expected to apply to the taxable income of the periods in which the
temporary differences are expected to reverse.
The determination of the average tax rates requires an estimation of (i) when the existing temporary differences
will reverse and (ii) the amount of future taxable profit in those years. The estimate of future taxable profit includes:
– income or loss excluding reversals of temporary differences; and
– reversals of existing temporary differences.
Current tax assets and current tax liabilities are presented in net if, and only if,
(a) the Group has the legally enforceable right to set off the recognised amounts; and
(b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
The Group presents deferred tax assets and deferred tax liabilities in net if, and only if,
(a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 403 ---
(b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation
authority on either:
(i) the same taxable entity; or
(ii) different taxable entities which intend either to settle current tax liabilities and assets on a net
basis, or to 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.
Segment reporting
The Group identifies operating segments and prepares segment information based on the regular internal
financial information reported to the chief operating decision maker (the “CODM”) for their decisions about
resources allocation to the Group’s business components and for their review of the performance of those
components. The business components in the internal financial information reported to the CODM are determined by
the Group’s major product and service lines.
The CODM has been identified as the executive directors of the Company, who determine the operating
segments of the Group and review the Group’s internal reporting in order to assess performance and allocate
resources. All of the Group’s business operations relate to the production and sales of battery system, battery
materials and industrial products with similar economic characteristics. Accordingly, the executive directors review
the performance of the Group as a single business segment. No separate analysis of the segment results by reportable
segment is necessary.
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 if that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or of a parent of the Group.
(b) the party is an entity and if 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 an associate or joint venture of
a member of a group of which the other entity is a member).
(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).
(viii) the entity, or any member of a group of which it is a part, provides key management personnel
services to the Group or to the parent of the Group.
APPENDIX I ACCOUNTANTS’ REPORT
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Close members of the family of a person are those family members who may be expected to influence, or be
influenced by, that person in their dealings with the entity.
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
Estimates and judgments are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will,
by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are
discussed below:
Estimation of fair value of financial instruments not traded in an active market
The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques. The Group uses its judgment to select a variety of methods and make assumptions that are mainly based
on market conditions existing at the end of each reporting period. For details of the valuation techniques, inputs and
key assumptions used in the determination of the fair value of financial assets and liabilities at level 3 fair value
hierarchy see Note 45.
Impairment of property, plant and equipment, intangible assets with finite useful lives and right-of-use assets
Property, plant and equipment, intangible assets with finite useful lives and right-of-use assets are stated at
costs less accumulated depreciation or amortisation and impairment, if any. In determining whether an asset is
impaired, the Group has to exercise judgment and make estimation, particularly in assessing: (1) whether an event
has occurred or any indicators that may affect the asset value; (2) whether the carrying amount of an asset can be
supported by the recoverable amount, in the case of value-in-use, the net present value of future cash flows which
are estimated based upon the continued use of the asset; and (3) the appropriate key assumptions to be applied in
estimating the recoverable amounts including cash flow projections and an appropriate discount rate. When it is not
possible to estimate the recoverable amount of an individual asset (including right-of-use assets), the Group estimates
the recoverable amount of the CGU to which the assets belongs. Changing the assumptions and estimates, including
the discount rates or the growth rate in the cash flow projections, could materially affect the net present value used
in the impairment test.
As at 31 December 2022, 2023 and 2024, the aggregate carrying amounts of property, plant and equipment,
intangible assets with finite useful lives and right-of-use assets amounted to RMB137,089,629,000, net of impairment
losses of RMB609,246,000, RMB161,086,727,000, net of impairment losses of RMB5,477,731,000 and
RMB162,184,805,000, net of impairment losses of RMB10,839,019,000, respectively.
Net realisable value of inventories
Net realisable value of inventories is based on estimated selling price in the ordinary course of business less
the estimated cost of completion and applicable selling expenses. These estimates are based on the current market
condition and the historical experience in selling goods of similar nature. It could change significantly as a result of
changes in market conditions. The Group reassesses the estimation at the end of each reporting period. If the actual
net realisable values of inventories are more or less than expected as a result of change in market condition, material
reversal of or provision for impairment loss may result.
As at 31 December 2022, 2023 and 2024, the carrying amount of inventories amounted to
RMB76,668,899,000, net of provision for inventories of RMB5,066,550,000, RMB45,433,890,000, net of provision
for inventories of RMB4,583,174,000 and RMB59,835,533,000, net of provision for inventories of
RMB6,059,183,000, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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Estimation of impairment of trade and bills receivables and contract assets
The Group makes allowances on trade and bills receivables and contract assets based on assumptions about risk
of default and expected loss rates. The Group uses judgment in making these assumptions and selecting the inputs
to the impairment calculation, based on the Group’s past history, existing market conditions as well as
forward-looking estimates at the end of each reporting period. As at 31 December 2022, 2023 and 2024, the aggregate
carrying amounts of trade and bills receivables and contract assets amounted to RMB61,667,464,000, net of ECL
allowance of RMB1,840,226,000, RMB66,006,222,000, net of ECL allowance of RMB2,077,216,000 and
RMB64,666,539,000, net of ECL allowance of RMB2,690,812,000, respectively.
The provision of ECL is sensitive to changes in estimates. When the actual future cash flows are different from
expected, such difference will impact the carrying amount of trade and bills receivables and contract assets, and credit
losses in the periods in which such estimate has been changed.
Estimation of provision
As explained in Note 34, the sales contracts of EV batteries and ESS batteries entered into by the Group with
its customers carry warranty provisions, which require the Group to bear the maintenance responsibility for the
products sold during the after-sale service period committed by the Group, regardless of changes in the market price
indices. The Group recognises liabilities based on its best estimate of the maximum loss that may be incurred. Any
increase or decrease in the provision would affect profit or loss in current and future years.
5. REVENUE AND SEGMENT INFORMATION
5.1 Revenue
The Group’s principal activities are disclosed in Note 1 to the Historical Financial Information.
The Group derives revenue from the transfer of goods and services at a point in time or services over time are
analysed as follows:
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Type of goods and services
– EV batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118236,593,497 285,252,917 253,041,337
– ESS batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,980,277 59,900,522 57,290,460
– Battery materials and recycling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,031,514 33,602,284 28,699,935
– Battery mineral resources /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,508,633 7,734,151 5,493,003
– Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,480,067 14,427,171 17,487,819
328,593,988 400,917,045 362,012,554
Timing of revenue recognised
– At a point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118327,499,175 399,737,118 360,673,723
– Over time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,094,813 1,179,927 1,338,831
328,593,988 400,917,045 362,012,554
Unsatisfied long-term contracts
As at 31 December 2022, 2023 and 2024, the transaction price allocated to the remaining unsatisfied or
partially satisfied performance obligations mainly relating to the sales of EV batteries and ESS batteries contracts
over one year amounted to approximately RMB37,953 million, RMB39,285 million and RMB36,853 million,
respectively. The Group will recognise the expected revenue of substantially all of the long-term contracts over the
next 8 years upon the goods or services are provided. The amounts disclosed do not include variable consideration
which is constrained.
All other contracts are for periods of one year or less. As permitted under IFRS 15, the transaction price
allocated to these unsatisfied contracts is not disclosed.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 406 ---
5.2 Segment information
The operating segment is reported in a manner consistent with the internal reporting provided to the CODM.
Management reviews the performance of the Group as a single operating segment based on the internal organisation
structure, management requirements and internal reporting system. No separate analysis of the segment results by
reportable segment is necessary.
Geographical information
The following table sets out the information about the geographical location of the Group’s revenue from
external customers. The geographical location of customers is based on the location at which the services are
provided or the goods are delivered.
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Revenue from external customers
– Mainland China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118251,670,828 269,924,895 251,677,045
– Other countries/regions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876,923,160 130,992,150 110,335,509
328,593,988 400,917,045 362,012,554
The geographical location of non-current assets, mainly comprised of property, plant and equipment (excluding
exterior facilities and others), is based on the physical location of these assets. At the end of each reporting period,
more than 80% of the Group’s non-current assets are located in the PRC.
Information about major customers
Revenue from external customers which individually contributed over 10% of the Group’s revenue during the
Track Record Period is as follows:
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Revenue from external customers
Customer A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,069,496 50,116,537 54,173,399
Note: The revenue contributed from the above customer is derived from sales of EV batteries and ESS
batteries.
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 407 ---
6. OTHER INCOME AND OTHER GAINS AND LOSSES, NET
(a) Other income
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,987,365 8,321,802 9,502,997
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,059,879 6,561,626 10,011,967
7,047,244 14,883,428 19,514,964
(b) Other gains and losses, net
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Fair value gains on financial assets at FVTPL /H1118/H1118 400,241 46,270 664,223
Losses on disposal of property, plant and
equipment, right-of-use assets and
intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(43,252) (38,574) (238,169)
Gains on disposal/deemed disposal of
investments in subsidiaries, associates and
joint ventures, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118354,947 328,073 1,695,808
Interest income from financial assets at FVTPL /H1118 52,937 26,759 179,608
Losses from derecognition of financial assets at
FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(530,397) (636,725) (396,983)
Net foreign exchange gains/(losses) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,162,628 421,518 (1,287,050)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(111,196) 263,403 (602,095)
1,285,908 410,724 15,342
7. RESEARCH AND DEVELOPMENT EXPENSES
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Employee benefit expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,139,594 7,421,248 7,561,191
Material cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,364,041 5,396,630 5,845,226
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,006,818 5,538,230 5,200,339
15,510,453 18,356,108 18,606,756
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 408 ---
8. EXPENSES BY NATURE
Expenses included in cost of sales, research and development expenses, selling expenses and administrative
and other operating expenses are analysed as follows:
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Depreciation
– Property, plant and equipment (Note 16) /H1118/H1118/H1118/H1118/H1118/H111812,854,713 22,197,397 24,228,254
– Right-of-use assets (Note 17) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118305,367 277,782 468,795
13,160,080 22,475,179 24,697,049
Provision for impairment losses on assets, net
– Goodwill (Note 18) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 176,668 –
– Intangible assets (Note 19) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,833,197 1,735,914
– Right-of-use assets (Note 17) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 21,576 281,164
– Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,532,853 209,154 2,207,180
– Investments in associates (Note 20) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 495,239 365,103
– Property, plant and equipment (Note 16) /H1118/H1118/H1118/H1118/H1118/H1118285,364 3,095,494 3,816,337
– Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,710 22,599 17,627
– Trade and other receivables, net (Notes 24, 26) /H1118 1,146,248 254,041 872,526
3,973,175 6,107,968 9,295,851
Amortisation of intangible assets (Note 19) /H1118/H1118/H1118/H1118/H111892,466 170,803 240,880
Auditor’s remuneration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,100 4,480 4,960
Direct cost of inventories recognised as an
expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118226,656,083 255,662,877 202,723,479
Short-term lease charges /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118567,331 961,968 877,798
9. EMPLOYEE BENEFIT EXPENSES
(a) Employee benefit expenses are analysed as follows:
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Salaries, allowances, discretionary bonuses,
benefits in kind and retirement scheme
contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,080,888 26,669,204 29,680,025
Share-based compensation expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118556,931 676,722 688,995
22,637,819 27,345,926 30,369,020
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 409 ---
(b) Directors’ emoluments
Fees, salaries,
allowances,
discretionary
bonuses, benefits
in kind and
retirement scheme
contributions
Share-based
compensation
expenses Total
RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2022
Executive directors
Mr. Zeng Yuqun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,517 – 4,517
Mr. Li Ping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118307 – 307
Mr. Zhou Jia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,475 1,825 5,300
Mr. Pan Jian /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Dr. Wu Kai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,485 1,304 3,789
Mr. Huang Shilin (Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,224 – 2,224
Dr. Xin Rong (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188–8
Independent non-executive directors
Dr. Xue Zuyun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200 – 200
Mr. Hong Bo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200 – 200
Dr. Cai Xiuling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200 – 200
Supervisors
Mr. Wu Yingming /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,809 – 1,809
Ms. Feng Chunyan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,034 – 2,034
Dr. Liu Na /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,336 – 1,336
18,795 3,129 21,924
Y ear ended 31 December 2023
Executive directors
Mr. Zeng Yuqun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,407 – 6,407
Mr. Li Ping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118324 – 324
Mr. Zhou Jia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,187 5,105 9,292
Mr. Pan Jian /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118137 – 137
Dr. Wu Kai (Note (c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,882 1,956 4,838
Dr. Xin Rong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200 – 200
Dr. Ouyang Chuying (Note (d)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,390 – 5,390
Independent non-executive directors
Dr. Xue Zuyun (Note (e)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118146 – 146
Mr. Hong Bo (Note (f)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118146 – 146
Dr. Cai Xiuling (Note (g)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118146 – 146
Mr. Lin Xiaoxiong (Note (h)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Dr. Wu Yuhui (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854 – 54
Dr. Zhao Bei (Note (j)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854 – 54
Supervisors
Mr. Wu Yingming /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,165 – 2,165
Ms. Feng Chunyan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,477 – 3,477
Dr. Liu Na /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,980 – 1,980
27,695 7,061 34,756
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 410 ---
Fees, salaries,
allowances,
discretionary
bonuses, benefits
in kind and
retirement scheme
contributions
Share-based
compensation
expenses Total
RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2024
Executive directors
Mr. Zeng Yuqun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,743 – 5,743
Mr. Li Ping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118538 – 538
Mr. Zhou Jia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,328 3,872 7,200
Mr. Pan Jian /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118328 – 328
Dr. Xin Rong (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200 – 200
Dr. Ouyang Chuying /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,096 – 3,096
Mr. Zhao Fenggang (Note (k)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854 227 281
Independent non-executive directors
Mr. Lin Xiaoxiong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Dr. Wu Yuhui /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200 – 200
Dr. Zhao Bei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200 – 200
Supervisors
Mr. Wu Yingming /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,086 – 2,086
Ms. Feng Chunyan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,369 – 3,369
Dr. Liu Na /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,746 – 1,746
20,888 4,099 24,987
Notes:
(a) Mr. Huang Shilin resigned as an executive director of the Company on 1 August 2022;
(b) Dr. Xin Rong was appointed as an executive director of the Company on 16 November 2022 and
resigned upon expiry of her term of office on 25 December 2024;
(c) Dr. Wu Kai resigned as an executive director of the Company on 21 June 2023;
(d) Dr. Ouyang Chuying was appointed as an executive director of the Company on 24 August 2023;
(e) Dr. Xue Zuyun resigned as an independent non-executive director of the Company upon expiry of his
term of office on 24 August 2023;
(f) Mr. Hong Bo resigned as an independent non-executive director of the Company upon expiry of his term
of office on 24 August 2023;
(g) Dr. Cai Xiuling resigned as an independent non-executive director of the Company upon expiry of her
term of office on 24 August 2023;
(h) Mr. Lin Xiaoxiong was appointed as an independent non-executive director of the Company on 24
August 2023;
(i) Dr. Wu Yuhui was appointed as an independent non-executive director of the Company on 24 August
2023;
(j) Dr. Zhao Bei was appointed as an independent non-executive director of the Company on 24 August
2023; and
(k) Mr. Zhao Fenggang was appointed as an executive director of the Company on 26 December 2024.
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 411 ---
10. FIVE HIGHEST PAID INDIVIDUALS
During the years ended 31 December 2022, 2023 and 2024, the five highest paid individuals included 2, 1 and
1 directors, respectively, whose emoluments are reflected in Note 9(b) above. The aggregate emoluments payable to
the remaining 3, 4 and 4 individuals during the years ended 31 December 2022, 2023 and 2024 are as follows:
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Salaries, allowances, discretionary bonuses,
benefits in kind and retirement scheme
contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,388 16,287 27,577
Share-based compensation expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,390 33,445 51,068
15,778 49,732 78,645
The emoluments fell within the following bands:
Y ear ended 31 December
2022 2023 2024
HK$4,000,001 - HK$6,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181––
HK$6,000,001 - HK$8,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182––
HK$12,000,001 - HK$14,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–3–
HK$14,000,001 - HK$16,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1–
HK$18,000,001 - HK$20,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––2
HK$24,000,001 - HK$26,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––2
11. FINANCE COSTS
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Interest expenses on borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,167,340 3,720,103 4,088,479
Interest expenses on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,977 17,783 60,706
2,195,317 3,737,886 4,149,185
Less: interest capitalised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(62,942) (291,370) (270,109)
2,132,375 3,446,516 3,879,076
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 412 ---
12. INCOME TAX EXPENSE
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Current income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,657,395 14,805,611 15,555,258
Deferred income tax (Note 29) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,441,682) (7,652,592) (6,380,013)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,215,713 7,153,019 9,175,245
Reconciliation between tax expense and accounting profit at applicable tax rates is as follow:
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Profit before income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,672,857 54,495,054 64,470,204
Tax on profit before income tax, calculated at
the rates applicable to profits in the tax
jurisdiction concerned /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,979,743 8,751,429 10,313,078
Tax effect of
– share of results of associates and
joint ventures, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(437,782) (769,590) (922,248)
– non-deductible expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,730 113,080 204,895
– non-taxable income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(354,370) (302,667) (251,551)
– deductible temporary differences not
recognised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118381,935 1,306,608 2,350,965
– utilisation of tax losses previously not
recognised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(430,133) (137,011) (481,197)
– change in tax rate on the opening deferred tax
balance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(317,679) 26,875 3,185
– under/(over) provision in respect of
prior years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869,598 (174,979) (66,295)
– additional deduction on research and
development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,836,624) (1,576,321) (1,834,324)
– others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,295 (84,405) (141,263)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,215,713 7,153,019 9,175,245
PRC Enterprise Income Tax (“EIT”)
The income tax provision of certain PRC entities of the Group has been calculated at the statutory tax rate of
25% on the estimated assessable profits for the Track Record Period, based on the existing legislation, interpretations
and practices in respect thereof.
The preferential income tax rate applicable to certain subsidiaries of the Group within the scope of the China’s
Western Development Programme was 15% for the Track Record Period.
Pursuant to the relevant laws and regulations in the PRC, certain PRC subsidiaries of the Group obtained the
High and New Technology Enterprises qualification and benefit from a preferential tax rate of 15%.
Pursuant to the relevant laws and regulations in the PRC, one of the PRC subsidiaries is a key software
enterprise encouraged by the state, and it will be exempted from EIT from the first year to the fifth year from the
year of profit, and the EIT will be taxed at 10% starting from the sixth year. The subsidiary recorded profit since
2022.
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 413 ---
Hong Kong Profits Tax
The provision for Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profits for the
Track Record Period.
Corporate income tax in other jurisdictions
Taxation for overseas subsidiaries is charged at the appropriate current rates of taxation ruling in the relevant
countries. The income tax rates of the subsidiaries in Germany and Hungary are 30.175% to 32.975% and 11.3%,
respectively.
13. PROFIT ATTRIBUTABLE TO OWNERS OF THE COMPANY
For the years ended 31 December 2022, 2023 and 2024, the profit for the year attributable to owners of the
Company amounted to RMB30,729,164,000, RMB44,702,249,000 and RMB52,032,846,000, respectively.
14. DIVIDENDS
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Dividends attributable to the year
Interim dividends /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,593,064 – –
Final and special dividends /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,154,689 27,458,131
1,593,064 6,154,689 27,458,131
The interim dividends of RMB6.53 per 10 shares (tax inclusive) in respect of the year ended 31 December 2022
were approved by the Extraordinary General Meeting of the Group.
The final dividends of RMB25.20 per 10 shares (tax inclusive) in respect of the year ended 31 December 2022
were approved in 2022 Annual General Meeting of the Group. The final dividends have not been recognised as a
liability but reflected as an appropriation of retained profits for the year ended 31 December 2022. The final
dividends were paid on 26 April 2023.
The final dividends of RMB20.11 per 10 shares (tax inclusive) in respect of the year ended 31 December 2023
were approved in 2023 Annual General Meeting of the Group. The final dividends have not been recognised as a
liability but reflected as an appropriation of retained profits for the year ended 31 December 2023. The final
dividends were paid on 30 April 2024.
The special dividends of RMB30.17 per 10 shares (tax inclusive) in respect of the year ended 31 December
2023 were approved in 2023 Annual General Meeting of the Group. The special dividends have not been recognised
as a liability but reflected as an appropriation of retained profits for the year ended 31 December 2023. The special
dividends were paid on 30 April 2024.
The special dividends of RMB12.30 per 10 shares (tax inclusive) in respect of the year ended 31 December
2024 were approved in 2024 Extraordinary General Meeting of the Group on 26 December 2024 and the special
dividends were paid on 24 January 2025.
The final dividends of RMB45.53 per 10 shares (tax inclusive) in respect of the year ended 31 December 2024
were approved in 2024 Annual General Meeting of the Group on 8 April 2025. The final dividends have not been
recognised as a liability but reflected as an appropriation of retained profits for the year ended 31 December 2024.
The final dividends were paid on 22 April 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 414 ---
15. EPS ATTRIBUTABLE TO OWNERS OF THE COMPANY
(a) Basic EPS
Basic EPS is calculated by dividing the profit attributable to owners of the Company by the weighted average
number of ordinary shares in issue during the Track Record Period, excluding treasury shares held for share schemes
as these shares are not considered outstanding for EPS calculation purposes.
The following table illustrates the earnings and share information used in the calculation of basic EPS:
Y ear ended 31 December
2022 2023 2024
Profit attributable to owners of the Company
used in calculating basic EPS (RMB’000) /H1118/H1118/H1118/H111830,729,164 44,702,249 52,032,846
Weighted average number of ordinary shares in
issue (thousand shares) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,281,870 4,386,751 4,382,784
Basic EPS (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187.18 10.19 11.87
(b) Diluted EPS
The share schemes granted by the Company and the subsidiaries have potential dilutive effect on the EPS.
Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding, excluding
treasury shares held for share schemes, by the assumption of the conversion of all potential dilutive ordinary shares
arising from share schemes (collectively forming the denominator for computing the diluted EPS).
Y ear ended 31 December
2022 2023 2024
Profit attributable to owners of the Company
used in calculating diluted EPS (RMB’000) /H1118/H1118/H111830,729,164 44,702,249 52,032,846
Weighted average number of ordinary shares in
issue (thousand shares) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,281,870 4,386,751 4,382,784
Adjustments for potential shares arising from
share schemes (thousand shares) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,158 4,964 468
Weighted average number of ordinary shares
used in calculating diluted EPS
(thousand shares) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,296,028 4,391,715 4,383,252
Diluted EPS (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187.16 10.18 11.87
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 415 ---
16. PROPERTY, PLANT AND EQUIPMENT
Properties
and buildings Machinery
Transportation
equipment
Electronic
equipment
Special
equipment
Other
equipment
Exterior
facilities and
others
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,741,417 41,434,310 158,895 1,195,303 – 167,243 1,276,741 30,998,160 90,972,069
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,537,428) (14,754,766) (86,713) (554,086) – (118,763) (12,402) – (17,064,158)
Accumulated impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (369,476) – (597) – (6) – – (370,079)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,203,989 26,310,068 72,182 640,620 – 48,474 1,264,339 30,998,160 73,537,832
Y ear ended 31 December 2022
Opening net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,203,989 26,310,068 72,182 640,620 – 48,474 1,264,339 30,998,160 73,537,832
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,895 217,754 33,653 21,461 2,327 13,006 326,769 65,758,746 66,386,611
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,204) (218,982) (1,725) (16,365) – (2,575) – – (240,851)
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,270,155) (10,241,442) (36,115) (369,908) (1,514) (41,445) (894,134) – (12,854,713)
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (285,353) – (11) –––– (285,364)
Transfer from construction in progress /H1118/H111819,648,408 39,073,931 27,144 776,121 177,234 58,615 1,597,802 (61,359,255) –
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111889,563 125,113 3,147 5,849 – (3,926) – – 219,746
Closing net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,683,496 54,981,089 98,286 1,057,767 178,047 72,149 2,294,776 35,397,651 126,763,261
As at 31 December 2022 and
1 January 2023
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,494,356 80,182,457 195,424 1,928,457 179,561 233,294 3,201,313 35,397,651 156,812,513
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,810,860) (24,592,725) (97,138) (870,087) (1,514) (161,145) (906,537) – (29,440,006)
Accumulated impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (608,643) – (603) –––– (609,246)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,683,496 54,981,089 98,286 1,057,767 178,047 72,149 2,294,776 35,397,651 126,763,261
Y ear ended 31 December 2023
Opening net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,683,496 54,981,089 98,286 1,057,767 178,047 72,149 2,294,776 35,397,651 126,763,261
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118130,422 436,435 18,472 47,307 129,430 13,904 261,893 43,300,590 44,338,453
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,834) (669,113) (2,136) (3,570) – (6,440) – – (684,093)
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,367,091) (18,233,958) (24,637) (390,744) (35,546) (46,155) (1,099,266) – (22,197,397)
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(296,651) (2,315,427) – (55) – (1,754) – (481,607) (3,095,494)
Transfer from construction in progress /H1118/H111822,573,587 25,916,825 11,414 324,280 1,017,532 122,712 3,238,377 (53,204,727) –
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(66,712) 34,078 802 1,354 – 1,395 – – (29,083)
Closing net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,654,217 60,149,929 102,201 1,036,339 1,289,463 155,811 4,695,780 25,011,907 145,095,647
APPENDIX I ACCOUNTANTS’ REPORT
– I-49 –


--- page 416 ---
Properties
and buildings Machinery
Transportation
equipment
Electronic
equipment
Special
equipment
Other
equipment
Exterior
facilities and
others
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2023 and
1 January 2024
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,150,262 105,210,440 222,144 2,288,226 1,326,524 357,678 6,701,582 25,493,514 199,750,370
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,199,394) (42,218,183) (119,943) (1,251,267) (37,061) (200,115) (2,005,802) – (51,031,765)
Accumulated impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(296,651) (2,842,328) – (620) – (1,752) – (481,607) (3,622,958)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,654,217 60,149,929 102,201 1,036,339 1,289,463 155,811 4,695,780 25,011,907 145,095,647
Y ear ended 31 December 2024
Opening net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,654,217 60,149,929 102,201 1,036,339 1,289,463 155,811 4,695,780 25,011,907 145,095,647
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,072 484,521 33,391 35,288 246,351 6,495 694,305 29,713,936 31,414,359
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(247,975) (766,187) (21,246) (2,121) (35,550) (1,847) – – (1,074,926)
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,047,639) (18,713,106) (30,180) (393,555) (182,118) (71,274) (1,790,382) – (24,228,254)
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(946,205) (2,114,016) (1,577) (76) (152,426) (23) – (602,014) (3,816,337)
Transfer from construction in progress /H1118/H11188,007,318 13,080,374 82,270 317,434 1,818,694 68,759 994,277 (24,369,126) –
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(97,623) (327,042) 4,675 614 (31,070) (2,307) – – (452,753)
Closing net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,522,165 51,794,473 169,534 993,923 2,953,344 155,614 4,593,980 29,754,703 146,937,736
As at 31 December 2024
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,146,133 113,452,434 339,815 2,605,653 3,335,095 431,861 8,390,164 30,195,280 224,896,435
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,200,773) (56,897,503) (168,465) (1,611,419) (229,325) (274,473) (3,796,184) – (71,178,142)
Accumulated impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,423,195) (4,760,458) (1,816) (311) (152,426) (1,774) – (440,577) (6,780,557)
Closing net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,522,165 51,794,473 169,534 993,923 2,953,344 155,614 4,593,980 29,754,703 146,937,736
APPENDIX I ACCOUNTANTS’ REPORT
– I-50 –


--- page 417 ---
Notes:
(a) Impairment of property, plant and equipment
Manufacture EV batteries (the “Battery CGUs”)
During the Track Record Period, management conducted the impairment assessments on certain Battery
CGUs. The value-in-use calculations were based on the cash flow projections based on the latest
financial budgets approved by management covering a five-year period. Management determines annual
sales rate to be a key assumption as it is the main driver for revenue and costs in each period. The annual
sales growth rate is determined based on past performance, management’s expectation of market
development and the expected production capacity of the battery related assets. The pre-tax discount
rate used reflects specific risks relating to the relevant business.
Battery mineral resources (the “Mining CGUs”)
During the Track Record Period, management performed impairment assessments of certain Mining
CGUs. The recoverable amounts of the Mining CGUs had been determined based on value-in-use
calculations using cash flow projections over the expected life of the mine, which based on budgeted
sales and operating costs of the business and working capital needs that have taking into consideration
of the future economic conditions, expected production capacity, ore reserve estimates, ore prices, cost
of production over the expected life of the mine and the pre-tax discount rate.
(b) The carrying amounts of the properties and buildings amounted to RMB18,111,472,000,
RMB9,823,033,000 and RMB13,949,065,000 as at 31 December 2022, 2023 and 2024, respectively, are
in the process of obtaining the property ownership certificates. The directors of the Company are of the
opinion that the relevant certificates would be obtained in the near future, the Group is entitled to
lawfully and validly occupy and use the buildings, and therefore the aforesaid matter did not have any
significant impact on the Group’s consolidated statements of financial position as at 31 December 2022,
2023 and 2024.
The Group has pledged certain property, plant and equipment with the following carrying amounts to
secure borrowings granted to the Group. Details of the Group’s assets pledged for the Group’s
borrowings are disclosed in Note 40 to the Historical Financial Information.
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Properties and buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,091,075 3,603,968 5,454,799
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,283,080 223,837 1,340,692
Construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118254,070 1,139,761 334,977
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,628,225 4,967,566 7,130,468
APPENDIX I ACCOUNTANTS’ REPORT
– I-51 –


--- page 418 ---
17. RIGHT-OF-USE ASSETS
The movements in the net carrying amount of the Group’s right-of-use assets are analysed as follows:
Prepaid lease
payments
Leased properties
and equipment Total
RMB’000 RMB’000 RMB’000
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,238,119 678,625 4,916,744
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,532,085 338,191 3,870,276
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(290) (6,298) (6,588)
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(143,983) (161,384) (305,367)
As at 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H11187,625,931 849,134 8,475,065
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,219,927 115,140 1,335,067
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(25,624) (468,747) (494,371)
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(160,189) (117,593) (277,782)
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,576) – (21,576)
As at 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H11188,638,469 377,934 9,016,403
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,200,160 774,017 1,974,177
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(214,577) (22,683) (237,260)
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(229,522) (239,273) (468,795)
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(281,164) – (281,164)
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,113,366 889,995 10,003,361
Certain prepaid lease payments are pledged for the Group’s borrowings, details are disclosed in Note 40 to the
Historical Financial Information.
18. GOODWILL
The net carrying amount of goodwill can be analysed as follows:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
At the beginning of the year
Gross carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118527,851 704,065 884,550
Accumulated impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (176,668)
527,851 704,065 707,882
Net carrying amount at the beginning of the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118527,851 704,065 707,882
Acquisition of subsidiaries (Note 47.1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118176,214 239,311 181,080
Impairment (Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (176,668) –
Disposal of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (98,468) –
Deregistration of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (25,612) –
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 65,254 5,795
Net carrying amount at the end of the year /H1118/H1118/H1118/H1118704,065 707,882 894,757
At the end of the year
Gross carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118704,065 884,550 1,071,425
Accumulated impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (176,668) (176,668)
704,065 707,882 894,757
APPENDIX I ACCOUNTANTS’ REPORT
– I-52 –


--- page 419 ---
Notes:
(a) At the end of each reporting period, the recoverable amounts of all CGUs have been assessed by
management, which were determined based on value-in-use calculations covering a detailed five-year
budget plan followed by an extrapolation of expected cash flows. The recoverable amounts for the
CGUs, excluding one of the CGUs, were assessed to exceed their carrying amounts as at 31 December
2022, 2023 and 2024. Accordingly, no impairment loss has been recognised for these CGUs.
As at 31 December 2023, management reassessed the key assumptions for impairment testing of
goodwill of that CGU. According to management’s estimation of the recoverable amount of that CGU,
an impairment loss of RMB176,668,000 was recognised.
The following describes each key assumption on which management has based its cash flow projections
to undertake the impairment of these CGUs:
(i) Revenue growth rate and terminal growth rate
Based on past performance and management’s expectations for market development. For
prudence sake, management considered the terminal growth rate as Nil for the CGUs.
(ii) Pre-tax discount rate
The pre-tax discount rate used is before tax and reflects specific risk relating to the relevant unit.
(b) Apart from the considerations described in determining the value-in-use of the CGUs above,
management is not currently aware of any other probable changes that would necessitate changes in its
key estimates and could cause the CGUs’ carrying amounts to exceed their recoverable amounts.
APPENDIX I ACCOUNTANTS’ REPORT
– I-53 –


--- page 420 ---
19. INTANGIBLE ASSETS
Patent rights
and
non-patented
technologies Software
Mining and
exploration
rights
Trademarks
and domain
names Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118344,481 341,397 – 62,730 748,608
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118(272,975) (234,146) – – (507,121)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,506 107,251 – 62,730 241,487
Y ear ended 31 December 2022
Opening net carrying amount /H1118/H1118/H1118/H111871,506 107,251 – 62,730 241,487
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878,098 198,408 1,490,717 – 1,767,223
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (2,211) – – (2,211)
Amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(44,957) (46,690) (819) – (92,466)
Closing net carrying amount /H1118/H1118/H1118/H1118104,647 256,758 1,489,898 62,730 1,914,033
As at 31 December 2022 and
1 January 2023
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118422,579 501,817 1,490,717 62,730 2,477,843
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118(317,932) (245,059) (819) – (563,810)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104,647 256,758 1,489,898 62,730 1,914,033
Y ear ended 31 December 2023
Opening net carrying amount /H1118/H1118/H1118/H1118104,647 256,758 1,489,898 62,730 1,914,033
Additions (Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118490,525 193,137 6,454,813 – 7,138,475
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,750) (1,351) – – (11,101)
Amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(56,789) (100,639) (13,375) – (170,803)
Impairment (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (1,833,197) – (1,833,197)
Closing net carrying amount /H1118/H1118/H1118/H1118528,633 347,905 6,098,139 62,730 7,037,407
As at 31 December 2023 and
1 January 2024
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118897,323 693,219 7,945,530 62,730 9,598,802
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118(368,690) (345,314) (14,194) – (728,198)
Accumulated impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (1,833,197) – (1,833,197)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118528,633 347,905 6,098,139 62,730 7,037,407
Y ear ended 31 December 2024
Opening net carrying amount /H1118/H1118/H1118/H1118528,633 347,905 6,098,139 62,730 7,037,407
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,959 142,635 127,148 – 280,742
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(718) (37) (34,162) – (34,917)
Amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(98,114) (116,460) (26,306) – (240,880)
Impairment (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (1,735,914) – (1,735,914)
Closing net carrying amount /H1118/H1118/H1118/H1118440,760 374,043 4,428,905 62,730 5,306,438
As at 31 December 2024
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118907,807 789,929 8,036,588 62,730 9,797,054
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118(467,047) (415,886) (38,572) – (921,505)
Accumulated impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (3,569,111) – (3,569,111)
Closing net carrying amount /H1118/H1118/H1118/H1118440,760 374,043 4,428,905 62,730 5,306,438
APPENDIX I ACCOUNTANTS’ REPORT
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Notes:
(a) The additions during the year ended 31 December 2023 were mainly due to the acquisition of assets
from Yajiang Snowway Mining Development Co., Ltd. (ʮ̡) (“Snowway
Mining”) amounted to RMB5,860,546,000. Details are disclosed in Note 47.2 to the Historical Financial
Information.
(b) As at 31 December 2023 and 2024, management determined that the mining and exploration rights of
certain subsidiaries were impaired due to the market price of the materials has dropped significantly and
therefore, management had performed impairment assessments on certain Mining CGUs for these
reporting periods. The recoverable amounts of these Mining CGUs were measured based on value-in-use
calculations using cash flow projections based on financial budgets approved by management.
The following describes each key assumption on which management has based on its cash flow
projections to undertake the impairment testing of these Mining CGUs:
(i) Pre-tax discount rate
The pre-tax discount rate used is before tax and reflects specific risks relating to the relevant unit.
The pre-tax discount rates applied to the cash flow projections are ranging from approximately
12% to 15% and 11% to 15% for the years ended 31 December 2023 and 2024, respectively.
(ii) Revenue growth rate
The revenue growth rate is based on the productive capacity.
(iii) Projection period
The projection period is ranging from approximately 13 to 15 years and 16 years for the years
ended 31 December 2023 and 2024, respectively, which determined on a comprehensive basis
based on the recoverable reserves of the mine owned by the Group and the Group’s production
capacity.
(c) Certain intangible assets are pledged for the Group’s borrowings, details are disclosed in Note 40 to the
Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
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20. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
(a) Investments in associates
The Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Unlisted investments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,957,194 16,953,481 20,057,420
Listed investments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,918,368 32,014,354 33,269,611
16,875,562 48,967,835 53,327,031
At the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,569,932 16,875,562 48,967,835
Additions (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,317,177 31,292,971 1,721,837
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(167,768) (2,060,741) (967,541)
Share of results, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,622,188 3,589,347 3,819,224
Share of other comprehensive (loss)/income, net /H1118 (56,198) 524,934 (142,210)
Share of non-controlling interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 138,609 (58,848)
Gains on deemed disposal of investments in
associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 581,001 1,288,165
Change in other equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 766,860 34,369
Dividends declared /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(296,062) (1,780,523) (1,330,351)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107,516 (21,955) 137,663
Unrealised profit/(loss) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118778,777 (442,991) 221,991
Less: impairment loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (495,239) (365,103)
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,875,562 48,967,835 53,327,031
Notes:
(i) The Group’s investments in associates mainly included the investments in CMOC Group Limited.
Details of the investments in CMOC Group Limited are disclosed in Note 47.2 to the Historical
Financial Information. The acquisition was completed on 10 March 2023. CMOC Group Limited is a
public listed company, and the Group as the second-largest shareholder, management believes it has
significant influence over the associate. In the opinion of the directors, except for CMOC Group
Limited, there is no other investment in associate that is individually material to the Group.
(ii) Management has assessed the level of influence that the Group exercises on other associates and
determined that it has significant influence through the board representation and other relevant facts and
circumstances, even though the respective shareholding of some investments is below 20%.
Accordingly, these investments have been classified as associates.
(iii) There were no material contingent liabilities relating to the Group’s investments in associates.
CMOC Group Limited has published its consolidated financial statements for public use at the website of the
Stock Exchange. The proportion of the Group’s ownership to the associate is 24.68% as at 31 December 2023 and
2024, and the carrying amount of the Group’s investment in the associate is reconciled by the Group’s share of net
assets of the associate and the fair value uplift and other adjustments.
APPENDIX I ACCOUNTANTS’ REPORT
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The following table illustrates the aggregated financial information of associates that are not individually
material:
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Aggregate carrying amount of individually
immaterial associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,875,562 20,052,713 22,275,878
Share of results, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,622,188 1,700,532 1,105,095
Share of total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,565,990 1,697,685 81,864
The Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Unlisted investments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,753,264 10,168,524 10,516,882
Listed investments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,722,081 2,889,763 2,097,690
13,475,345 13,058,287 12,614,572
At the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,667,499 13,475,345 13,058,287
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,352,528 665,600 167,880
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(48,035) (1,679,340) (846,523)
Share of results, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,816,911 559,776 (419,224)
Share of other comprehensive (loss)/income, net /H1118 (56,198) (2,474) 81,553
Gains on deemed disposal of investments in
associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 450,163 1,044,115
Change in other equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 601,288 –
Dividends declared /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(257,360) (616,280) (106,413)
Less: impairment loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (395,791) (365,103)
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,475,345 13,058,287 12,614,572
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 424 ---
(b) Investments in joint ventures
The Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Unlisted investments
At the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,379,101 719,645 1,059,859
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,070 145,000 772,361
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(37,693) – (87,840)
Share of results, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,671) 156,415 (76,184)
Change in other equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 38,799 4,551
Dividends declared /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (7,353)
Transfer to a subsidiary (Note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(672,162) – (200,900)
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118719,645 1,059,859 1,464,494
Notes:
(i) The joint venture companies of the Group and its financial results were accounted for in the Historical
Financial Information of the Group using the equity method.
(ii) Investments in joint ventures of the Group are mainly the investments in Fujian Contemporary Mindong
New Energy Industry Equity Investment Partnership (Limited Partnership) and Fujian Contemporary
Zeyuan Equity Investment Fund Partnership (Limited Partnership).
(iii) During the year ended 31 December 2022, a joint venture amended its articles of association, changing
the requirement for major decisions from needing the consent of all shareholders to being determined
by shareholding proportions. Since the Group holds 54% of equity interests in the joint venture, the joint
venture became a subsidiary of the Group and its financial statements were consolidated for the year
ended 31 December 2022.
During the year ended 31 December 2024, the Group acquired additional equity interests of 47.78% in
one of the joint ventures for a consideration of RMB299,433,000. Following this acquisition, the
Group’s equity interests in the joint venture increased from 46.66% to 94.44% and obtained the control
in the joint venture. The joint venture became a subsidiary of the Group and its financial statements were
consolidated for the year ended 31 December 2024.
The Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Unlisted investments
At the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,386,464 691,752 1,031,966
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,906 145,000 720,818
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(36,716) – (87,680)
Share of results, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,740) 156,415 (75,150)
Change in other equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 38,799 –
Dividends declared /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (6,832)
Transfer to a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(672,162) – (200,900)
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118691,752 1,031,966 1,382,222
APPENDIX I ACCOUNTANTS’ REPORT
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21. FINANCIAL ASSETS AT FVTPL
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Non-current
Equity investments at fair value (Note (a)) /H1118/H1118/H1118/H1118/H11182,645,307 2,816,190 3,135,658
Current
Wealth management products and structured
deposits (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,981,328 7,767 14,282,253
4,626,635 2,823,957 17,417,911
Notes:
(a) Financial assets at FVTPL comprise unlisted equity securities which are held for trading.
(b) The wealth management products are managed by licensed financial institutions to invest principally in
certain financial assets.
22. FINANCIAL ASSETS AT FVTOCI
The Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Non-current
Equity investments at fair value (Note (a)) /H1118/H1118/H1118/H1118/H111820,491,264 14,128,318 11,900,901
Current
Trade and bills receivables measured at
FVTOCI (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,965,715 55,289,319 53,309,701
39,456,979 69,417,637 65,210,602
The Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Non-current
Equity investments at fair value (Note (a)) /H1118/H1118/H1118/H1118/H11186,101,553 4,473,126 4,528,748
Current
Trade and bills receivables measured at
FVTOCI (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,553,639 51,716,459 49,145,249
20,655,192 56,189,585 53,673,997
Notes:
(a) Financial assets at FVTOCI comprise listed and unlisted equity investments which are not held for
trading.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 426 ---
(b) Certain bills held by the Group and the Company for the practice of discounting/endorsing to financial
institutions/suppliers before the bills maturity date were classified as “trade and bills receivables
measured at FVTOCI” under financial assets at FVTOCI in the consolidated statements of financial
position. At the end of each reporting period, all the bills are with a maturity period of less than 12
months. The Group and the Company consider the credit risk is limited because counterparties are
financial institutions with good credit standing and are highly likely to be paid, and the ECL are
considered as insignificant.
Transfer of all derecognised financial assets
During the Track Record Period, the Group and the Company (i) endorsed certain bills receivable for
the settlement of trade and other payables; and (ii) discounted certain bills receivable to banks for
raising of cash. In the opinion of the directors, the Group and the Company have transferred the
significant risks and rewards relating to these bills receivable, and the Group’s and the Company’s
obligations to the corresponding counterparties were discharged in accordance with the commercial
practice in the PRC and the risk of default in payment of the endorsed and discounted bills receivable
is low because all endorsed and discounted bills receivable are issued and guaranteed by the reputable
PRC banks. As a result, the relevant assets and liabilities were not recognised in the Historical Financial
Information. The maximum exposure to the Group and the Company that may result from the default
of these endorsed and discounted bills receivable at the end of each reporting period are
RMB61,371,389,000 and RMB49,995,690,000, RMB23,735,684,000 and RMB8,795,284,000, and
RMB35,348,142,000 and RMB13,172,956,000, respectively.
23. INVENTORIES
The Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,196,430 5,055,901 11,427,292
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,716,914 10,080,744 11,788,174
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,504,149 33,609,112 38,994,567
Costs to fulfil a contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,317,956 1,271,307 3,684,683
81,735,449 50,017,064 65,894,716
Less: provision for impairment (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,066,550) (4,583,174) (6,059,183)
76,668,899 45,433,890 59,835,533
The Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,229,306 449,358 4,269,682
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,028,112 5,159,789 3,968,288
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,741,755 20,624,681 24,574,766
Costs to fulfil a contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,211,728 1,146,344 3,531,952
46,210,901 27,380,172 36,344,688
Less: provision for impairment loss (Note) /H1118/H1118/H1118/H1118/H1118(3,922,206) (3,363,917) (3,974,988)
42,288,695 24,016,255 32,369,700
Note: The Group and the Company review the condition of inventories and make allowance for inventories
that are identified as obsolete, slow-moving or no longer recoverable or suitable for use in production.
The Group and the Company carry out the inventory review at the end of each reporting period on a
product-by-product basis and make allowance by reference to the latest market prices and current market
conditions.
APPENDIX I ACCOUNTANTS’ REPORT
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24. TRADE AND BILLS RECEIV ABLES
The Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,797,036 66,065,457 66,776,402
Less: ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,830,519) (2,044,923) (2,640,892)
Trade receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,966,517 64,020,534 64,135,510
Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,526,084 1,751,724 130,403
61,492,601 65,772,258 64,265,913
Certain trade and bills receivables are pledged as security for the Group’s borrowings, details are disclosed in
Note 40 to the Historical Financial Information.
The Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865,670,980 69,980,342 72,225,597
Less: ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,748,490) (1,917,665) (2,256,537)
Trade receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,922,490 68,062,677 69,969,060
Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,541,884 40,372 –
65,464,374 68,103,049 69,969,060
The credit period granted to customers is generally within 60 days during the Track Record Period.
The aging analysis of trade receivables (based on date of revenue recognition), net of ECL allowance, is as
follows:
The Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
0 – 90 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,359,623 59,991,749 59,868,001
91 – 365 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,541,406 3,448,307 3,850,339
Over 365 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865,488 580,478 417,170
57,966,517 64,020,534 64,135,510
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
0 – 90 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,077,133 52,363,002 50,794,094
91 – 365 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,283,695 10,920,525 9,105,465
Over 365 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,561,662 4,779,150 10,069,501
63,922,490 68,062,677 69,969,060
Movements in ECL allowance on trade receivables are as follows:
The Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
At the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118684,135 1,830,519 2,044,923
ECL allowance recognised, net (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H11181,148,889 214,676 611,041
Written off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,105) – (13,998)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(400) (272) (1,074)
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,830,519 2,044,923 2,640,892
The Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
At the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118650,912 1,748,490 1,917,665
ECL allowance recognised, net (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H11181,099,557 169,175 352,751
Written off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,979) – (13,879)
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,748,490 1,917,665 2,256,537
As at 31 December 2022, 2023 and 2024, all the Group’s and the Company’s bills receivable are neither past
due nor impaired. The Group and the Company expect that there is no significant credit risk associated with bills
receivable since they are held with state-owned or reputable banks in the PRC. The directors do not expect that there
will be any significant credit losses from non-performance by these counterparties. No provision for loss allowance
was made during the Track Record Period.
Note: During the Track Record Period, certain of the Group’s and the Company’s trade receivables with aging
over three years were fully impaired.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 429 ---
25. CONTRACT ASSETS AND CONTRACT LIABILITIES
(a) Contract assets
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118184,570 266,257 450,546
Less: ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,707) (32,293) (49,920)
174,863 233,964 400,626
Contract assets primarily arise from the sales of battery-related business. Contract assets represent the rights
to receive considerations for the transfer of goods to customers. Contract assets arise when the fulfilment of
performance obligations is earlier than the progress payments agreed in the contract, which would be transferred to
trade receivables when the contract meets the conditions for unconditional rights to receive payments.
The Group provides customers to retain a certain percentage of the contract value in retention period. This
amount is included in “contract assets” as the Group’s entitlement to this final payment is conditional on the Group’s
satisfactory work until the end of retention period.
(b) Contract liabilities
Contract liabilities represent to the obligation to transfer goods to customers in consideration of payments
received or receivable from customers. Contract liabilities are incurred when the payment schedule agreed under the
contract is ahead of the performance of contract obligations.
The Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Contract liabilities
Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,444,785 23,982,352 27,834,446
Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,910,284 6,093,840 5,400,795
29,355,069 30,076,192 33,235,241
The Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Contract liabilities
Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,232,269 24,060,818 25,228,351
The Group and the Company receive payments of the contract from customers based on billing schedule as set
out in the contracts for providing new energy applications including EV batteries, ESS batteries, sales of battery
materials and recycling.
Majority of contract liabilities at the beginning of each reporting period were recognised as revenue during the
Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 430 ---
26. PREPAYMENTS, DEPOSITS AND OTHER ASSETS
The Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Non-current
Deposits (Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,913,875 8,779,715 8,910,741
Finance lease receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,316 9,840 151,342
Prepayment on construction and equipment /H1118/H1118/H1118/H111811,766,627 8,077,426 8,504,151
Prepayment for inventories (Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,097,041 3,170,453 1,732,644
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,323,774 1,117,479 127,947
25,145,633 21,154,913 19,426,825
Current
Deposits and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,792,816 3,648,556 2,590,956
Prepayments (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,843,284 6,962,873 5,969,685
Finance lease receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118403,712 56,828 72,972
Interest receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118903,595 2,595,682 5,268,637
Prepaid corporate income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118360,193 349,675 37,804
Other tax receivables (Note (c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,360,316 7,863,809 6,199,640
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118186,519 72,540 49,021
Less: ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(114,436) (209,992) (384,009)
37,735,999 21,339,971 19,804,706
62,881,632 42,494,884 39,231,531
Notes:
(a) As at 31 December 2022, 2023 and 2024, there are prepayment for inventories due from an associate
of RMBNil, RMB3,170,453,000 and RMB1,732,644,000, respectively and deposits due from an
associate of RMBNil, RMB8,779,715,000 and RMB8,910,741,000 respectively.
(b) The Group had made advance payments for purchase of inventories to secure the inventory supply.
These advance payments are expected to be realised within twelve months from the end of the reporting
period.
(c) The amounts represent prepaid tax and surcharges levied.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 431 ---
The movements on the ECL allowance of deposits and other assets are as follows:
Stage 1 Stage 2 Stage 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 – 117,028 117,053
Provision/(Reversal) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140 – (2,781) (2,641)
Addition through acquisition of
subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118184 – – 184
Written off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(160) – – (160)
As at 31 December 2022 and
1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189 – 114,247 114,436
Provision/(Reversal) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,612 – (14,247) 39,365
Addition through acquisition of
subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,121 – 8,070 56,191
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118101,922 – 108,070 209,992
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118243,737 – 17,748 261,485
Written off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(87,055) – – (87,055)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(413) – – (413)
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118258,191 – 125,818 384,009
The Company
The Company’s prepayments, deposits and other assets mainly comprise prepayment for inventories,
deposits, prepayments and other tax receivables.
27. DERIV ATIVE FINANCIAL INSTRUMENTS
The Group’s derivative financial instruments are measured at fair value and are summarised below:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Cash flow hedge
– Foreign exchange risk contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118597,912 (1,934,010) (1,813,628)
– Commodity price risk contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(22,274) (49,262) (2,962)
575,638 (1,983,272) (1,816,590)
Fair value hedge
– Foreign exchange risk contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,958,138) (299,427)
575,638 (3,941,410) (2,116,017)
(a) Cash flow hedge
The Group uses foreign exchange risk contracts to mitigate exchange rate exposure arising from forecast sales
and purchase and commodity price risk contracts that meet the definition of a derivatives as defined by IFRS 9, to
mitigate commodity price risk exposure arising from price fluctuation in raw materials related to production of
products on the Group’s business. The hedging ineffectiveness for both foreign exchange risk contracts and
commodity price risk contracts during the Track Record Period were insignificant.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 432 ---
The hedge relationships relate to the foreign currency risk and commodity price risk arising from the highly
probable sales and purchase transactions and the resulting receivable, payable and inventory. Reclassification to
profit or loss occurs at the time of the associated transactions being recognised and then further movements to profit
or loss to match the retranslation of the associated receivable, payable and inventory.
(b) Fair value hedge
The Group uses foreign exchange risk contracts to manage its exposure to foreign exchange rate fluctuations,
mainly to mitigate the currency risk of cash and cash equivalents that denominated in foreign currency. The hedged
items and the hedging instruments are denominated in the same currency and as a result the hedging instruments are
considered as highly effective hedging instruments. The hedging ineffectiveness for the Track Record Period were
insignificant.
(c) Hedging relationships
The potential sources of ineffectiveness result from either (i) differences between the timing of the cash flows
of the hedged item and hedging instrument and potential credit risk or (ii) over-hedging may volumes of highly
probable transactions fall below hedged amounts. The likelihood of the above factors is low. At the current time, no
significant ineffectiveness has arisen from the above factors.
28. BANK BALANCES, DEPOSITS AND CASH
The Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118157,629,318 238,165,487 270,159,734
Time deposits and restricted cash (Note) /H1118/H1118/H1118/H1118/H1118/H111832,510,497 23,545,346 28,083,622
190,139,815 261,710,833 298,243,356
Note: Time deposits and restricted cash include bank deposits with original maturities over three months and
due within one year and guarantee deposits for letter of bank acceptance notes, letters of guarantee,
letters of credit and issuance of bills payable. Certain restricted cash is pledged as security for the
Group’s borrowings, details are disclosed in Note 40 to the Historical Financial Information.
The Company
The Company’s bank balances, deposits and cash mainly comprise cash and cash equivalents, time deposits
and restricted cash.
APPENDIX I ACCOUNTANTS’ REPORT
– I-66 –


--- page 433 ---
29. DEFERRED TAX
Deferred tax assets and liabilities are offset when there is a legally enforceable right of offsetting and when
the deferred income taxes relate to the same authority.
The net amounts of deferred tax assets and liabilities after offsetting are as follows:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,483,660 17,395,585 24,118,834
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,807,813) (1,364,906) (1,231,236)
7,675,847 16,030,679 22,887,598
At the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,503,979 7,675,847 16,030,679
Recognised in profit or loss (Note 12) /H1118/H1118/H1118/H1118/H1118/H1118/H11184,441,682 7,652,592 6,380,013
(Reversed)/Recognised in other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(527,153) 806,036 627,333
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(742,661) (103,796) (150,427)
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,675,847 16,030,679 22,887,598
APPENDIX I ACCOUNTANTS’ REPORT
– I-67 –


--- page 434 ---
(a) Deferred tax assets
The Group
The movements in deferred tax assets during the Track Record Period are as follows:
Tax losses
Loss
allowance
and
impairment
provision
Employee
benefits
Accrued
expenses Provisions
Deferred
income
Fair value
change of
financial
assets at
FVTOCI
Amortisation
and
depreciation
Unrealised
profit on
intra-group
transactions Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133,851 598,208 2,051,816 156,615 1,534,766 420,899 14,689 459,650 138,245 33,816 5,542,555
Recognised/(Reversed) in profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118292,830 613,666 547,574 (41,821) 1,494,028 750,720 – 74,782 723,474 104,602 4,559,855
Recognised/(Reversed) in other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118–––––– 186,621 – – (62,710) 123,911
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (671,109) –––––– (71,552) (742,661)
As at 31 December 2022 and
1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118426,681 1,211,874 1,928,281 114,794 3,028,794 1,171,619 201,310 534,432 861,719 4,156 9,483,660
Recognised in profit or loss /H1118/H1118/H1118/H1118380,872 455,774 807,199 124,240 4,615,630 811,152 – 438,697 137,298 38,176 7,809,038
(Reversed)/Recognised in other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118–––––– (89,707) – – 296,390 206,683
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (439,805) –––––– 336,009 (103,796)
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118807,553 1,667,648 2,295,675 239,034 7,644,424 1,982,771 111,603 973,129 999,017 674,731 17,395,585
Recognised/(Reversed) in profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118509,848 128,280 916,689 134,868 3,151,252 734,086 – 692,983 617,991 (185,638) 6,700,359
Recognised/(Reversed) in other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118–––––– 242,388 – – (69,071) 173,317
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (183,642) –––––– 33,215 (150,427)
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H11181,317,401 1,795,928 3,028,722 373,902 10,795,676 2,716,857 353,991 1,666,112 1,617,008 453,237 24,118,834
APPENDIX I ACCOUNTANTS’ REPORT
– I-68 –


--- page 435 ---
The Company
The movements in deferred tax assets during the Track Record Period are as follows:
Loss allowance
and impairment
provision
Employee
benefits
Accrued
expenses Provisions
Deferred
income
Fair value
change of
financial
assets at
FVTOCI
Amortisation
and
depreciation Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118530,010 2,004,135 156,612 1,417,301 – 10,130 178,938 2,439 4,299,565
Recognised/(Reversed) in profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118411,768 427,123 (54,284) 1,174,349 – (8,702) 24,357 73 1,974,684
Reversed in other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (892) – – (892)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (671,109) –––––– (671,109)
As at 31 December 2022 and 1 January
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118941,778 1,760,149 102,328 2,591,650 – 536 203,295 2,512 5,602,248
Recognised/(Reversed) in profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,644 632,002 (6,659) 4,348,628 30,083 37,243 129,036 417,020 5,615,997
Recognised in other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 15,226 – 210,786 226,012
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (439,805) –––––– (439,805)
As at 31 December 2023 and 1 January
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118970,422 1,952,346 95,669 6,940,278 30,083 53,005 332,331 630,318 11,004,452
Recognised/(Reversed) in profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,335 565,638 129,334 2,508,234 36,151 – (13,732) (198,525) 3,052,435
Reversed in other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (44,191) – (21,597) (65,788)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (183,642) –––– ( 3 1 1,068) – (494,710)
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118995,757 2,334,342 225,003 9,448,512 66,234 8,814 7,531 410,196 13,496,389
APPENDIX I ACCOUNTANTS’ REPORT
– I-69 –


--- page 436 ---
(b) Deferred tax liabilities
The movements in deferred tax liabilities during the Track Record Period are as follows:
Appreciation of
assets acquired
in business
combinations
Fair value change
of financial assets
at FVTOCI Others Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,944 998,877 18,755 1,038,576
Recognised in profit or loss /H1118/H1118/H1118/H1118/H1118/H111852,129 – 66,044 118,173
Recognised in other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 651,064 – 651,064
As at 31 December 2022 and
1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111873,073 1,649,941 84,799 1,807,813
Recognised in profit or loss /H1118/H1118/H1118/H1118/H1118/H111829,329 – 127,117 156,446
Reversed in other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (599,353) – (599,353)
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118102,402 1,050,588 211,916 1,364,906
Recognised in profit or loss /H1118/H1118/H1118/H1118/H1118/H11188,023 – 312,323 320,346
Reversed in other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (454,016) – (454,016)
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118110,425 596,572 524,239 1,231,236
(c) Deferred tax assets not recognised
Deferred tax assets should be recognised when it is probable that taxable profits or taxable temporary
differences will be available against which the deferred tax asset can be utilised. Temporary differences will not be
recognised as deferred tax assets if management estimates that they will not be recovered from taxable profits
generated from continuing operations in the foreseeable future. The following table sets forth the tax losses and
deductible temporary differences which were not recognised as deferred tax assets at the end of each reporting period:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Tax losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,371,110 4,664,733 6,149,671
Deductible temporary differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118241,036 3,676,118 9,039,818
2,612,146 8,340,851 15,189,489
APPENDIX I ACCOUNTANTS’ REPORT
– I-70 –


--- page 437 ---
The Group has unused tax losses of RMB2,371,110,000, RMB4,664,733,000 and RMB6,149,671,000 as at 31
December 2022, 2023 and 2024, respectively, available for offset against future profits. No deferred tax asset has
been recognised for these tax losses due to the unpredictability of future profit streams. Included in unrecognised tax
losses are losses of RMB531,885,000, RMB184,974,000 and RMBNil, respectively, can be carried forward
indefinitely.
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,136 – –
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,124 81,159 –
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,400 66,229 12,917
2026 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118556,779 420,739 201,446
2027 and beyond /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,601,671 N/A N/A
2027 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 1,124,087 744,617
2028 and beyond /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,972,519 N/A
2028 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,741,658
2029 and beyond /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,449,033
2,371,110 4,664,733 6,149,671
30. TRADE AND BILLS PAYABLES
The Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Trade payables
– that are not part of SFA /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,588,255 58,311,364 67,757,752
– that are part of SFA (Note 38) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,929,789 31,999,446 44,362,409
65,518,044 90,310,810 112,120,161
Bills payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,229,468 77,514,941 67,356,323
191,747,512 167,825,751 179,476,484
The Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Trade payables (including SFA) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,703,514 92,302,821 102,694,704
Bills payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899,327,776 52,680,163 50,701,433
159,031,290 144,982,984 153,396,137
The credit period granted by suppliers is generally within 90 days. At the end of each reporting period, there
were no significant trade payables aged over 1 year (on invoice date basis).
At the end of each reporting period, no matured bills payable were unpaid.
Details of the Group’s assets pledged for the Group’s bills payable are disclosed in Note 40 to the Historical
Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-71 –


--- page 438 ---
31. OTHER PAYABLES AND ACCRUALS
The Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Non-current
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,966,702 21,448,987 22,041,069
Premium payables on acquiring mining rights /H1118/H1118/H1118 – 170,256 156,480
Redemption liability (Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 25,247,626 –
19,966,702 46,866,869 22,197,549
Current
Accrued expenses (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,077,310 3,258,954 4,541,876
Construction and equipment payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,016,932 26,727,963 18,857,247
Dividend payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,320 29,916 5,400,161
Deposits received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,055,298 8,763,865 4,478,969
Employee benefits payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,476,018 14,846,251 18,653,079
Other tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,197,550 3,712,029 3,447,398
Premium payables on acquiring mining rights /H1118/H1118/H1118 – 23,740 21,582
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,873,145 1,601,269 1,740,918
55,704,573 58,963,987 57,141,230
75,671,275 105,830,856 79,338,779
Notes:
(a) It mainly represents redemption liability arising from the transaction with non-controlling interests in
respect of the put option arrangement. Details of the acquisition of the subsidiary are disclosed in Note
47.2 to the Historical Financial Information.
(b) Accrued expenses mainly comprise payables to transportation companies and accrued water and
electricity charges.
The Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Non-current
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118614,668 570,785 705,408
Current
Accrued expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,652,650 1,689,854 2,606,910
Amounts due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,142,341 5,499,462 4,809,999
Construction and equipment payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,303,641 2,418,932 1,127,422
Dividend payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,320 6,976 5,400,161
Deposits received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,052,965 7,762,763 4,272,821
Employee benefits payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,116,679 10,887,193 14,038,319
Other tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,979,051 2,369,475 2,269,446
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,163,745 103,528 225,143
26,419,392 30,738,183 34,750,221
27,034,060 31,308,968 35,455,629
APPENDIX I ACCOUNTANTS’ REPORT
– I-72 –


--- page 439 ---
32. BORROWINGS
The Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Pledged borrowings (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118452,784 653,643 554,816
Mortgaged borrowings (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,038,093 5,328,538 6,011,659
Mortgaged and guaranteed borrowings
(Notes (b), (c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,668,290 9,266,159 10,840,360
Guaranteed borrowings (Note (c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,134,448 36,492,569 36,444,429
Credit borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,935,167 53,523,844 62,215,700
Secured other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,343,578 1,383,435 1,483,457
Corporate bonds (Note (d)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,289,408 19,447,655 19,434,396
Total borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,861,768 126,095,843 136,984,817
Less: current portion
Pledged borrowings (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118452,784 300,203 97,159
Mortgaged borrowings (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118698,411 493,174 958,614
Mortgaged and guaranteed borrowings
(Notes (b), (c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118208,626 131,100 881,289
Guaranteed borrowings (Note (c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,475,266 3,006,073 2,968,507
Credit borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,294,337 17,885,221 29,922,939
Secured other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,578 33,435 33,457
Corporate bonds (Note (d)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,111,519 210,641 7,511,773
21,534,521 22,059,847 42,373,738
79,327,247 104,035,996 94,611,079
As at 31 December 2022, 2023 and 2024, the borrowings bear effective interest rates from 0.65% to 6.25%,
1.20% to 6.33% and 1.74% to 5.48% per annum, respectively.
Notes:
(a) Bank’s credit facilities amounted to RMB164,031,649,000, RMB337,257,824,000 and
RMB344,097,014,000 had not been utilised as at 31 December 2022, 2023 and 2024 respectively.
(b) Pledged borrowings were mainly secured by trade and bills receivables; and mortgaged borrowings were
mainly secured by property, plant and equipment, prepaid lease payments and intangible assets. Details
of the Group’s assets pledged for the Group’s borrowings are disclosed in Note 40 to the Historical
Financial Information.
(c) The amounts were guaranteed by the Company and certain subsidiaries within the Group.
APPENDIX I ACCOUNTANTS’ REPORT
– I-73 –


--- page 440 ---
(d) The details of corporate bonds are as follows:
As at 31 December 2022
Bond name Par value
Interest
rate Issue date Bond term
Issuance
amount
Balance at
the
beginning
Issuance
during the
year
Accrued
interest
Premium
discount
amortisation Redemption
Balance as
carry
forward
Breach
the
contract
RMB’000 % RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
19CATL01 (Notes (i),
(iv), (v)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
1,500,000 3.68%,
2.55%
25 October
2019
5 years 1,500,000 1,512,554 – 56,093 (13,100) (1,345,200) 210,347 No
20CATL01 (Notes (i),
(iv), (v)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
3,000,000 3.63% 15 January
2020
5 years 3,000,000 3,106,564 – 108,900 4,955 (108,900) 3,111,519 No
22˾GN001
(Notes (ii), (v)) /H1118/H1118/H1118/H1118
5,000,000 2.90% 12 December
2022
5 years 5,000,000 – 5,000,000 12,083 (1,754) – 5,010,329 No
CON RD B2509 and
CON RD B3009
(Note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118
9,787,350 1.875%,
2.625%
10 September
2020
5 years and
10 years
9,787,350 9,569,493 – 221,997 909,469 (221,997) 10,478,962 No
CON RD B2609
(Note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118
3,187,850 1.50% 2 September
2021
5 years 3,187,850 3,178,995 – 52,235 299,256 (52,235) 3,478,251 No
17,367,606 5,000,000 451,308 1,198,826 (1,728,332) 22,289,408
APPENDIX I ACCOUNTANTS’ REPORT
– I-74 –


--- page 441 ---
As at 31 December 2023
Bond name Par value
Interest
rate Issue date Bond term
Issuance
amount
Balance at
the
beginning
Issuance
during the
year
Accrued
interest
Premium
discount
amortisation Redemption
Balance as
carry
forward
Breach
the
contract
RMB’000 % RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
19CATL01 (Notes (i),
(iv), (v)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
1,500,000 3.68%,
2.55%
25 October
2019
5 years 1,500,000 210,347 – 5,354 295 (5,355) 210,641 No
20CATL01 (Notes (i),
(iv), (v)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
3,000,000 3.63% 15 January
2020
5 years 3,000,000 3,111,519 – 9,075 (11,694) (3,108,900) – No
22˾GN001
(Notes (ii), (v)) /H1118/H1118/H1118/H1118
5,000,000 2.90% 12 December
2022
5 years 5,000,000 5,010,329 – 145,000 337 (145,000) 5,010,666 No
CON RD B2509 and
CON RD B3009
(Note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118
9,787,350 1.875%,
2.625%
10 September
2020
5 years and
10 years
9,787,350 10,478,962 – 225,761 204,333 (225,761) 10,683,295 No
CON RD B2609
(Note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118
3,187,850 1.50% 2 September
2021
5 years 3,187,850 3,478,251 – 53,120 64,802 (53,120) 3,543,053 No
22,289,408 – 438,310 258,073 (3,538,136) 19,447,655
APPENDIX I ACCOUNTANTS’ REPORT
– I-75 –


--- page 442 ---
As at 31 December 2024
Bond name Par value
Interest
rate Issue date Bond term
Issuance
amount
Balance at
the
beginning
Issuance
during the
year
Accrued
interest
Premium
discount
amortisation Redemption
Balance as
carry
forward
Breach
the
contract
RMB’000 % RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
19CATL01 (Notes (i),
(iv), (v)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
1,500,000 3.68%,
2.55%
25 October
2019
5 years 1,500,000 210,641 – 4,463 251 (215,355) – No
22˾GN001
(Notes (ii), (v)) /H1118/H1118/H1118/H1118
5,000,000 2.90% 12 December
2022
5 years 5,000,000 5,010,666 – 145,000 347 (145,000) 5,011,013 No
CON RD B2509 and
CON RD B3009
(Note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118
9,787,350 1.875%,
2.625%
10 September
2020
5 years and
10 years
9,787,350 10,683,295 – 229,130 138,153 (229,130) 10,821,448 No
CON RD B2609
(Note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118
3,187,850 1.50% 2 September
2021
5 years 3,187,850 3,543,053 – 53,913 58,882 (53,913) 3,601,935 No
19,447,655 – 432,506 197,633 (643,398) 19,434,396
APPENDIX I ACCOUNTANTS’ REPORT
– I-76 –


--- page 443 ---
Notes:
(i) The bonds were listed on Shenzhen Stock Exchange.
(ii) The bond was issued on the China Interbank Bond Market.
(iii) The bonds were listed on the Stock Exchange.
(iv) The Company has the right to decide whether to adjust the coupon rate for the subsequent two years at
the end of the third year of the bond’s duration. The Company will announce whether to adjust the
coupon rate and the extent of the adjustment on the media designated by the China Securities Regulatory
Commission 20 trading days before the interest payment date of the third year. Investors have the right
to request the Company to repurchase all or part of the bonds they hold within five trading days after
the announcement is made.
(v) These corporate bonds are held by the Company.
The Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Mortgaged borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118953,031 888,873 824,793
Credit borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,165,925 32,626,787 35,903,209
Corporate bonds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,332,195 5,221,307 5,011,013
Total borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,451,151 38,736,967 41,739,015
Less: current portion
Mortgaged borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,931 64,773 102,178
Credit borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,774,674 1,495,112 9,674,111
Corporate bonds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,111,519 210,641 145,000
4,935,124 1,770,526 9,921,289
29,516,027 36,966,441 31,817,726
APPENDIX I ACCOUNTANTS’ REPORT
– I-77 –


--- page 444 ---
During the Track Record Period, the Group did not violate any financial covenants under the agreements of
borrowings. The Group’s and the Company’s borrowings were repayable as follows:
The Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Analysed as:
Bank borrowings
– Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,129,424 21,815,771 34,828,508
– Over 1 year but within 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,599,605 17,901,721 22,611,084
– Over 2 years but within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,383,267 37,111,975 36,384,553
– Over 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,116,486 28,435,286 22,242,819
77,228,782 105,264,753 116,066,964
Other borrowings
– Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,578 33,435 33,457
– Over 1 year but within 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
– Over 2 years but within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118300,000 – 700,000
– Over 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118750,000 1,350,000 750,000
1,343,578 1,383,435 1,483,457
Corporate bonds
– Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,111,519 210,641 7,511,773
– Over 1 year but within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,668,397 15,659,131 8,414,035
– Over 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,509,492 3,577,883 3,508,588
22,289,408 19,447,655 19,434,396
100,861,768 126,095,843 136,984,817
The Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Analysed as:
Bank borrowings
– Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,823,605 1,559,885 9,776,289
– Over 1 year but within 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,494,723 11,146,164 9,246,052
– Over 2 years but within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,456,904 9,266,725 7,998,879
– Over 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,343,724 11,542,886 9,706,782
26,118,956 33,515,660 36,728,002
Corporate bonds
– Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,111,519 210,641 145,000
– Over 1 year but within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,220,676 5,010,666 4,866,013
8,332,195 5,221,307 5,011,013
34,451,151 38,736,967 41,739,015
APPENDIX I ACCOUNTANTS’ REPORT
– I-78 –


--- page 445 ---
33. LEASE LIABILITIES
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Total minimum lease payments:
– Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140,143 119,458 211,626
– Over 1 year but within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118345,729 250,380 609,513
– Over 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118348,292 62,851 117,765
834,164 432,689 938,904
Future interest expense on lease liabilities /H1118/H1118/H1118/H1118(148,708) (43,094) (93,711)
Present value of lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118685,456 389,595 845,193
The following table shows the remaining contractual maturities of the Group’s lease liabilities:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Present value of minimum lease payments:
– Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113,106 106,299 182,379
– Over 1 year but within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118270,430 222,694 552,042
– Over 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118301,920 60,602 110,772
685,456 389,595 845,193
Less: portion due within one year included under
current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(113,106) (106,299) (182,379)
Portion due after one year included under
non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118572,350 283,296 662,814
The total cash outflows for the leases including short-term leases for the years ended 31 December 2022, 2023
and 2024 were RMB765,815,000, RMB1,088,614,000 and RMB1,178,565,000, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-79 –


--- page 446 ---
34. PROVISIONS
The Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
After-sale service fee (Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,976,990 28,390,013 39,070,181
Sale rebate (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,720,385 23,118,593 32,721,170
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 130,307 135,592
19,697,375 51,638,913 71,926,943
The Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
After-sale service fee (Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,000,961 24,796,282 34,078,808
Sale rebate (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,276,707 21,472,240 28,911,272
17,277,668 46,268,522 62,990,080
Notes:
(a) Provision for after-sale service fee is recognised when the underlying products are sold. Provision is
made for the best estimate of the expected settlement under these agreements in respect of products sold
which are still within the warranty period. It is mainly based on cumulative sales of battery products
within the warranty period, estimated maintenance cost per unit and estimated maintenance rate, etc.
(b) The Group and the Company have entered into contracts with certain customers that include rebate
terms, and the Group and the Company recognise estimated liabilities based on the rebate terms
stipulated in the contracts.
35. SHARE CAPITAL AND TREASURY SHARES
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,442,515 4,399,041 4,403,466
Treasury shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118253,991 1,572,972 2,712,804
APPENDIX I ACCOUNTANTS’ REPORT
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The changes in share capital are as follows:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Issued and fully paid:
At the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,330,851 2,442,515 4,399,041
Shares issued under restricted stock incentive
plans (Notes (a), (b), (c), (d), (e), (f), (g), (h),
(i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,908 2,618 4,425
Private placement (Note (j)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,756 – –
Conversion of capital reserve into share capital
(Note (k)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,953,908 –
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,442,515 4,399,041 4,403,466
Number of ordinary shares (in thousands) /H1118/H1118/H1118/H1118/H11182,442,515 4,399,041 4,403,466
The changes in treasury shares are as follows:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Paid-in capital/Nominal value of ordinary
shares:
At the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118443,535 253,991 1,572,972
Shares issued under restricted stock incentive
plans (Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(189,544) (184,658) (67,921)
Repurchase of shares (Note (l)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,503,639 1,207,753
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118253,991 1,572,972 2,712,804
Number of treasury shares (in thousands) /H1118/H1118/H1118/H1118/H11187,185 12,601 16,063
Notes:
(a) On 19 August 2022, a total of 136,290 restricted stocks granted in 2018 Incentive Plan and 2019
Incentive Plan was cancelled, as participants have resigned or did not meet the performance
requirements. Therefore, the share capital of RMB136,290, treasury shares of RMB4,807,690 and
capital reserve of RMB4,671,400 were reduced.
On 19 September 2022 and 26 September 2022, a total of 5,235,340 restricted stocks granted in 2018
Incentive Plan and 2019 Incentive Plan was released and listed for circulations, as 1,113 participants
have met the requirements for relieving the sales restriction. Therefore, the treasury shares of
RMB184,736,200 were derecognised.
On 14 April 2023, a total of 129,560 restricted stocks granted in 2018 Incentive Plan and 2019 Incentive
Plan was cancelled, as participants have resigned or did not meet the performance requirements.
Therefore, the share capital of RMB129,560, treasury shares of RMB4,579,250 and capital reserve of
RMB4,449,690 were reduced.
On 19 September 2023 and 25 September 2023, a total of 9,185,782 restricted stocks granted in 2018
Incentive Plan and 2019 Incentive Plan was released and listed for circulation, as 1,061 participants
have met the requirements for relieving the sales restriction. Therefore, the treasury shares of
RMB180,079,000 were derecognised.
APPENDIX I ACCOUNTANTS’ REPORT
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On 17 June 2024, a total of 234,014 restricted stocks granted in 2018 Incentive Plan and 2019 Incentive
Plan was cancelled, as participants have resigned or did not meet the performance requirements.
Therefore, the share capital of RMB234,014, treasury shares of RMB4,592,477 and capital reserve of
RMB4,358,463 were reduced.
On 24 September 2024, a total of 3,208,269 restricted stocks granted in 2019 Incentive Plan was
released and listed for circulation, as 860 participants have met the requirements for relieving the sales
restriction. Therefore, the treasury shares of RMB63,327,665 were derecognised.
(b) During the year ended 31 December 2022, 1,694,725 of the restricted stocks granted in 2020 Incentive
Plan were vested in the current year. As at 4 November 2022, 3,835 participants of the restricted stocks
granted in 2020 Incentive Plan met the vesting requirements, a total of 1,694,725 restricted stock was
vested and listed for circulation. Therefore, contribution of RMB391,430,633 was received by the
Company from the participants, share capital of RMB1,694,725 and capital reserve of RMB389,735,908
were recognised.
(c) During the year ended 31 December 2022, 348,792 of the restricted stocks granted in 2021 Incentive
Plan were vested in the current year. As at 21 November 2022, 3,865 participants met the vesting
requirements, a total of 348,792 restricted stocks was vested and listed for circulation. Therefore,
contribution of RMB106,517,588 was received by the Company from the participants, share capital of
RMB348,792 and capital reserve of RMB106,168,796 were recognised.
(d) During the year ended 31 December 2023, 1,033,810 of the restricted stocks granted in 2020 Incentive
Plan were vested in the current year. As at 14 November 2023, 175 participants met the vesting
requirements, a total of 1,033,810 restricted stocks was vested and listed for circulation. Therefore,
contribution of RMB131,211,165 was received by the Company from the participants, share capital of
RMB1,033,810 and capital reserve of RMB130,177,355 were recognised.
(e) During the year ended 31 December 2023, 783,539 of the restricted stocks granted in 2021 Incentive
Plan were vested in the current year. As at 21 November 2023, 3,429 participants met the vesting
requirements, a total of 783,539 restricted stocks was vested and listed for circulation. Therefore,
contribution of RMB131,838,272 was received by the Company from the participants, share capital of
RMB783,539 and capital reserve of RMB131,054,733 were recognised.
(f) During the year ended 31 December 2023, 930,952 of the restricted stocks granted in 2022 Incentive
Plan were vested in the current year. As at 15 September 2023, 4,166 participants met the vesting
requirements, a total of 930,952 restricted stocks was vested and listed for circulation. Therefore,
contribution of RMB134,503,945 was received by the Company from the participants, share capital of
RMB930,952 and capital reserve of RMB133,572,993 were recognised.
(g) During the year ended 31 December 2024, 1,090,773 of the restricted stocks granted in 2021 Incentive
Plan were vested. As at 19 November 2024, 3,369 participants met the vesting requirements, a total of
1,090,773 restricted stocks was vested and listed for circulation. Therefore, contribution of
RMB178,046,877 was received by the Company from the participants, share capital of RMB1,090,773
and capital reserve of RMB176,956,104 were recognised.
(h) During the year ended 31 December 2024, 1,209,851 of the restricted stocks granted in 2022 Incentive
Plan were vested. As at 20 September 2024, 3,903 participants met the vesting requirements, a total of
1,209,851 restricted stocks was vested and listed for circulation. Therefore, contribution of
RMB168,713,722 was received by the Company from the participants, share capital of RMB1,209,851
and capital reserve of RMB167,503,871 were recognised.
(i) During the year ended 31 December 2024, 2,358,596 of the restricted stocks granted in 2023 Incentive
Plan were vested. As at 20 September 2024, 407 participants met the vesting requirements, a total of
2,358,596 restricted stocks was vested and listed for circulation. Therefore, contribution of
RMB253,973,617 was received by the Company from the participants, share capital of RMB2,358,596
and capital reserve of RMB251,615,021 were recognised.
APPENDIX I ACCOUNTANTS’ REPORT
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(j) On 4 July 2022, as approved by China Securities Regulatory Commission (“CSRC”), the Company
issued a total of 109,756,097 A shares to 22 subscribers and was listed on the Shenzhen Stock Exchange,
and raised funding of RMB44,999,999,770 through the issuance. Netting off the transaction cost of
RMB129,886,562, the Company received a total of RMB44,870,113,208.
Per the private placement, the Group recognised share capital of RMB109,756,097 and capital reserve
of RMB44,755,243,673, net of tax.
(k) Pursuant to the “Proposal on the 2022 Profit Distribution Plan and Capitalisation of Capital Reserve”
approved at the 2022 Annual General Meeting convened on 31 March 2023, the issued share capital of
the Company was increased by capital conversion from capital reserve for RMB1,953,907,971 to issue
new A shares, based on the total share capital of 2,442,384,964 shares at that time and in the proportion
of ten for eight, to a total of 1,953,907,971 shares. After the conversion, the total number of A shares
of the Company was 4,396,292,935 shares.
(l) For the year ended 31 December 2023, a total of 9,086,912 A shares has been repurchased, and treasury
shares amounted to RMB1,503,639,229, including RMB376,079 transaction cost, therefore were
recognised. The shares were repurchased with an average price of RMB165.47 per share.
For the year ended 31 December 2024, a total of 6,904,612 A shares has been repurchased, and treasury
shares amounted to RMB1,207,752,756, including RMB301,882 transaction cost, therefore were
recognised. The shares were repurchased with an average price of RMB174.92 per share.
36. SHARE-BASED EMPLOYEE COMPENSATIONS
(a) Share-based compensation expenses during the Track Record Period are as follows:
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Equity settled share-based compensation /H1118/H1118/H1118/H1118/H1118/H1118556,931 676,722 688,995
(b) Stock option incentives plans
Pursuant to the 2021 Stock Option and Restricted Stock Incentive Plan (the “2021 Incentive Plan”) approved
at the 2021 second Extraordinary General Meeting of the Company on 12 November 2021, and the 40th meeting of
the second session of the Board of the Company, the Company granted 1,898,250 stock options to 279 incentive
recipients which in initial grant portion and 513,800 stock options to 71 incentive recipients which reserved grant
portion, with a grant date of 19 November 2021, and an exercise price of RMB612.08 per share. According to the
Company’s performance appraisal and individual performance appraisal, the stock options granted to certain
middle-level management personnel are exercisable in three exercise periods after 12 months from the grant date,
with the maximum exercisable percentage for each period being 20%, 30% and 50%, respectively; the stock options
granted to certain middle-level management personnel are exercisable in four exercise periods after 12 months from
the grant date, with the maximum exercisable percentage for each period being 20%, 25%, 25%, and 30%,
respectively.
Pursuant to the “Proposal on the 2022 Semi-annual Profit Distribution” approved at the 2022 first
Extraordinary General Meeting of the Company, the “Proposal on the 2022 Profit Distribution Plan and Capitalisation
of Capital Reserve” approved at the 2022 Annual General Meeting, the “Proposal on the 2023 Profit Distribution
Plan” approved at the 2023 Annual General Meeting, the exercise price of the stock options under the 2021 Incentive
Scheme was adjusted from RMB612.08 per share to RMB333.25 per share as a result of dividend distribution and
capitalisation of capital reserve of the Company.
Pursuant to the 2022 Stock Option and Restricted Stock Incentive Plan (the “2022 Incentive Plan”) approved
at the 2022 first Extraordinary General Meeting of the Company on 5 September 2022, and the 11th meeting of the
third session of the Board of the Company, the Company granted 1,609,598 stock options to 163 incentive recipients
which in initial grant portion and 51,021 stock options to 4 incentive recipients which in reserved grant portion, with
a grant date of 8 September 2022, and an exercise price of RMB526.46 per share. According to the Company’s
APPENDIX I ACCOUNTANTS’ REPORT
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performance appraisal and individual performance appraisal, the stock options granted to certain directors, senior
management members, and middle-level management personnel are exercisable in three exercise periods after 12
months from the grant date, with the maximum exercisable percentage for each period being 20%, 30% and 50%,
respectively; the stock options granted to certain directors, senior management members, and middle-level
management personnel are exercisable in four exercise periods after 12 months from the grant date, with the
maximum exercisable percentage for each period being 20%, 25%, 25%, and 30%, respectively, the stock options
granted to certain middle-level management personnel are exercisable in five exercise periods after 12 months from
the grant date, with the maximum exercisable percentage for each period being 15%, 15%, 20%, 20%, and 30%,
respectively.
Pursuant to the “Proposal on the 2022 Semi-annual Profit Distribution” considered and approved at the 2022
first Extraordinary General Meeting of the Company, the “Proposal on the 2022 Profit Distribution Plan and
Capitalisation of Capital Reserve” considered and approved at the 2022 Annual General Meeting, the “Proposal on
the 2023 Profit Distribution Plan” considered and approved at the 2023 Annual General Meeting, the exercise price
of the stock options under the 2022 Incentive Scheme was adjusted from RMB526.46 per share to RMB285.69 per
share as a result of dividend distribution and capitalisation of capital reserve of the Company.
A summary of activities of the service-based stock options is presented as follows:
Number of stock
option
Weighted average
exercise price
Weighted average
remaining
contractual term
RMB
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,412,050 611.43 3.89
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,660,619 525.81
Cancelled /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(95,841) 590.97
As at 31 December 2022 and 1 January 2023 /H1118/H1118 3,976,828 576.17 2.89
Granted (Notes (i), (ii), (iii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,115,197 318.55
Cancelled /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(255,102) 330.65
Lapsed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(790,510) 338.28
As at 31 December 2023 and 1 January 2024 /H1118/H1118 6,046,413 315.56 2.52
Cancelled /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(135,801) 319.33
Exercised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(16) 330.28
Lapsed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,608,220) 316.70
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,302,376 307.94 1.56
Notes:
(i) On 8 March 2023 and 31 March 2023, respectively, the 17th meeting of the third Board of Directors and
the annual shareholders’ meeting for the year 2022 of the Company approved the proposal on “Proposal
on Profit Distribution and Capital Reserve Conversion into Capital Stock for the year 2022”. Based on
the current total share capital of the Company of 2,442,514,524 shares, a cash dividend of RMB25.20
(including tax) will be distributed to all shareholders for every 10 shares held, and at the same time, 8
shares will be issued for every 10 shares held from the capital reserve to all shareholders.
(ii) On 20 April 2023, the 18th meeting of the third session of the Board of the Company considered and
approved the “Proposal on Adjusting Stock Option Exercise Price and Quantity, and Restricted Stock
Grant Price and Quantity”, adjusting the exercise price of stock options under the 2021 Incentive Plan
from RMB611.43 per share to RMB338.28 per share and the quantity from 2,278,796 shares to
4,101,832 shares.
(iii) On 20 April 2023, the 18th meeting of the third session of the Board of Company considered and
approved the “Proposal to Adjust the Stock Option Exercise Price and Quantity and the Restricted Stock
Grant Price and Quantity”, adjusting the exercise price of stock options under the 2022 Incentive Plan
from RMB525.81 per share to RMB290.72 per share and the quantity from 1,615,202 shares to
2,907,363 shares.
APPENDIX I ACCOUNTANTS’ REPORT
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The fair value at grant date is independently determined using an adjusted form of the Black Scholes Model
which includes a Monte Carlo simulation model that takes into account the exercise price, the term of the option, the
impact of dilution (where material), the share price at grant date and expected price volatility of the underlying share,
the expected dividend yield, the risk-free interest rate for the term of the option and the correlations and volatilities
of the peer group companies.
2021 Incentive Plan 2022 Incentive Plan
Share price at date of grant /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB355.00 RMB249.72
Expected volatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822.50% – 26.80% 25.55% – 27.41%
Expected option life /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 – 4 years 1 – 5 years
Dividend yield /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00% 0.83%
Risk-free interest rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.50% – 2.75% 1.50% – 2.75%
Exercise price at date of grant /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB612.08 RMB526.46
The expected price volatility is based on the historic volatility (based on the remaining life of the options),
adjusted for any expected changes to future volatility due to publicly available information.
Note: The Group recognises share-based compensations in capital reserve and its consolidated statements of
profit or loss based on options ultimately expected to vest, after considering estimated forfeitures of
the stock options. Forfeitures are estimated based on the historical experience and revised in the
subsequent periods if actual forfeitures differ from those estimates. The impact of the revision of the
original estimates on non-market vesting conditions, if any, is recognised in profit or loss over the
remaining vesting period, with a corresponding adjustment to capital reserve.
(c) Restricted Stock Incentive Plans
Pursuant to the proposals such as “Proposal on the 2018 Restricted Stock Incentive Plan (Draft) and its
Summary of the Company” (the “2018 Incentive Plan”) approved at the 2018 second Extraordinary General Meeting
of the Company on 26 July 2018, the Company completed the registration of the initial grant of 22,580,400 type 1
restricted stock with lock-up period to 1,628 incentive participants in September 2018 at a grant price of RMB35.15
per share. Pursuant to the 2018 Incentive Plan, the restricted stock granted to middle-level management personnel
will be unlocked in five periods after 12 months from the date of completion of the registration of the grant, and the
maximum percentage of unlocking for each period will be 20% according to the Company’s performance appraisal
and individual performance appraisal, etc.; the restricted stock granted to core key employees will be unlocked in two
periods after 12 months from the date of completion of the registration of the grant, and the maximum percentage
of unlocking for each period will be 50% according to the Company’s performance appraisal and individual
performance appraisal, etc.
Pursuant to the proposals such as “Proposal on the 2019 Restricted Stock Incentive Plan (Draft) and its
Summary of the Company” (the “2019 Incentive Plan”) approved at the 2019 first Extraordinary General Meeting of
the Company on July 16, 2019, the Company completed the registration of the initial grant of 13,954,700 type 1
restricted stock with lock-up period to 3,105 incentive participants in September 2019 at a grant price of RMB35.53
per share. Pursuant to the 2019 Incentive Plan, the restricted stock granted to middle-level management personnel and
certain core employees will be unlocked in five periods after 12 months from the date of completion of the
registration of the grant, and the maximum percentage of unlocking for each period will be 20% according to the
Company’s performance appraisal and individual performance appraisal, etc.; the restricted stock granted to core
employees will be unlocked in two periods after 12 months from the date of completion of the registration of the
grant, and the maximum percentage of unlocking for each period will be 50% according to the Company’s
performance appraisal and individual performance appraisal, etc.
APPENDIX I ACCOUNTANTS’ REPORT
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Pursuant to the proposals such as “Proposal on the 2020 Restricted Stock Incentive Plan (Draft) and its
Summary of the Company” (the “2020 Incentive Plan”) approved at the 2020 third Extraordinary General Meeting
of the Company on 29 October 2020, at the 24th meeting of the second session of the Board, it was confirmed that
4,520,600 type 2 restricted stock were granted to 4,573 incentive participants on 4 November 2020 as the grant date
at a grant price of RMB231.86 per share. The restricted stock granted to the middle-level management personnel will
be vested in three periods after 12 months from the grant date, and the maximum vesting percentage for each period
will be 34%, 33%, and 33%, respectively, according to the Company’s performance appraisal and individual
performance appraisal, etc.; the restricted stock granted to core key employees will be vested in two periods after 12
months from the grant date, and the maximum vesting percentage for each period will be 50% according to the
Company’s performance appraisal and individual performance appraisal, etc.
Pursuant to the proposals such as “Proposal on the 2021 Restricted Stock Incentive Plan (Draft) and its
Summary of the Company” (the “2021 Incentive Plan”) approved at the 2021 second Extraordinary General Meeting
of the Company on 12 November 2021, at the 40th meeting of the second session of the Board, it was confirmed that
1,850,240 type 2 restricted stock were granted to 4,208 incentive recipients which in initial grant portion and 28,940
type 2 restricted stock were granted to 46 incentive recipients which in reserved grant portion on 19 November 2021
as the grant date at a grant price of RMB306.04 per share. The restricted stock granted to the core key employees
and certain middle-level management personnel will be vested in three periods after 12 months from the grant date,
and the maximum vesting percentage for each period will be 20%, 30%, and 50%, respectively, according to the
Company’s performance appraisal and individual performance appraisal, etc.; the restricted stock granted to certain
middle-level management personnel will be vested in four periods after 12 months from the grant date, and the
maximum vesting percentage for each period will be 20%, 25%, 25% and 30%, respectively, according to the
Company’s performance appraisal and individual performance appraisal, etc.
Pursuant to the “Proposal on the 2022 Semi-annual Profit Distribution” considered and approved at the 2022
first Extraordinary General Meeting of the Company, the “Proposal on the 2022 Profit Distribution Plan and
Capitalization of Capital Reserve” considered and approved at the 2022 Annual General Meeting, the “Proposal on
the 2023 Profit Distribution Plan” considered and approved at the 2023 Annual General Meeting, the vesting price
of the restricted stock under the 2021 Incentive Scheme was adjusted from RMB306.04 per share to RMB163.23 per
share as a result of dividend distribution and capitalization of capital reserve of the Company.
Pursuant to the proposals such as “Proposal on the 2022 Restricted Stock Incentive Plan (Draft) and its
Summary of the Company” (the “2022 Incentive Plan”) approved at the 2022 first Extraordinary General Meeting of
the Company on September 5, 2022, at the 11th meeting of the third session of the Board, it was confirmed that
2,611,360 type 2 restricted stock were granted to 4,483 incentive recipients which in initial grant portion and 294,769
type 2 restricted stock were granted to 126 incentive recipients which in reserved grant portion on 8 September 2022
as the grant date at a grant price of RMB263.23 per share. The restricted stock granted to the core key employees
and certain directors, senior management members, and middle-level management personnel will be vested in three
periods after 12 months from the grant date, and the maximum vesting percentage for each period will be 20%, 30%,
and 50%, respectively, according to the Company’s performance appraisal and individual performance appraisal, etc.;
the restricted stock granted to certain directors, senior management members, and middle-level management
personnel will be vested in four periods after 12 months from the grant date, and the maximum vesting percentage
for each period will be 20%, 25%, 25% and 30%, respectively, according to the Company’s performance appraisal
and individual performance appraisal, etc.
Pursuant to the “Proposal on the 2022 Semi-annual Profit Distribution” considered and approved at the 2022
first Extraordinary General Meeting of the Company, the “Proposal on the 2022 Profit Distribution Plan and
Capitalisation of Capital Reserve” considered and approved at the 2022 Annual General Meeting, the “Proposal on
the 2023 Profit Distribution Plan” considered and approved at the 2023 Annual General Meeting, the vesting price
of the restricted stock under the 2022 Incentive Scheme was adjusted from RMB263.23 per share to RMB139.45 per
share as a result of dividend distribution and capitalisation of capital reserve of the Company.
APPENDIX I ACCOUNTANTS’ REPORT
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Pursuant to the proposals such as “Proposal on the 2023 Restricted Stock Incentive Plan (Draft) and its
Summary of the Company” (the “2023 Incentive Plan”) approved at the 2023 first Extraordinary General Meeting of
the Company on 24 August 2023, at the 23rd meeting of the third session of the Board, it was confirmed that
10,090,401 type 2 restricted stock were granted to 422 incentive recipients which in initial grant portion and
1,039,602 type 2 restricted stock were granted to 16 incentive recipients which in reserved grant portion on 8
September 2023 as the grant date at a grant price of RMB112.71 per share. The restricted stock granted to certain
middle-level management personnel will be vested in two periods after 12 months from the grant date, and the
maximum vesting percentage in each period will be 50% and 50%, respectively, according to the Company’s
performance appraisal and individual performance appraisal, etc.; the restricted stock granted to certain senior
management members and middle-level management personnel will be vested in five periods after 12 months from
the grant date, and the maximum vesting percentage for each period will be 20%, according to the Company’s
performance appraisal and individual performance appraisal, etc.
The number of restricted stock granted to the Group’s incentive participants is summarised as follows:
Y ear ended 31 December
2022 2023 2024
At the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,838,220 12,064,648 20,086,130
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,906,129 20,624,383 –
Vested /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,278,857) (11,934,083) (7,867,489)
Lapsed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(400,844) (668,818) (1,869,677)
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,064,648 20,086,130 10,348,964
37. RESERVES
The Group
During the Track Record Period, the amounts of the Group’s reserves and the changes therein are presented
in the consolidated statements of changes in equity.
The Company
Share capital
Treasury
shares
Capital
reserve
Other
comprehensive
income
reserve
Statutory
reserve
Retained
earnings Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H11182,330,851 (443,535) 44,963,903 2,600,973 1,165,426 23,902,051 74,519,669
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 22,071,411 22,071,411
Other comprehensive income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 1,874,916 – – 1,874,916
Total comprehensive income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 1,874,916 – 22,071,411 23,946,327
Appropriation of statutory
reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 55,832 (55,832) –
Dividends declared (Note 14) /H1118/H1118 ––––– (1,593,064) (1,593,064)
Share-based compensation
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 554,825 – – – 554,825
Capital injection /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111,664 189,544 45,145,888 – – – 45,447,096
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 67,016 67,016
Transactions with owners /H1118/H1118/H1118 111,664 189,544 45,700,713 – 55,832 (1,581,880) 44,475,873
As at 31 December 2022 and
1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H11182,442,515 (253,991) 90,664,616 4,475,889 1,221,258 44,391,582 142,941,869
APPENDIX I ACCOUNTANTS’ REPORT
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Share capital
Treasury
shares
Capital
reserve
Other
comprehensive
income
reserve
Statutory
reserve
Retained
earnings Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 32,904,709 32,904,709
Other comprehensive loss for the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (4,526,057) – – (4,526,057)
Total comprehensive
(loss)/income for the year /H1118/H1118 – – – (4,526,057) – 32,904,709 28,378,652
Appropriation of statutory
reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 978,263 (978,263) –
Share-based compensation
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 664,798 – – – 664,798
Capital injection /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,618 (1,318,981) 390,355 – – – (926,008)
Dividends declared (Note 14) /H1118/H1118 ––––– (6,154,689) (6,154,689)
Conversion of capital reserve into
share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,953,908 – (1,953,908) ––––
Transfer of other comprehensive
income to retained earnings /H1118/H1118 – – – (316,612) – 316,612 –
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,070,181 – – – 1,070,181
Transactions with owners /H1118/H1118/H11181,956,526 (1,318,981) 171,426 (316,612) 978,263 (6,816,340) (5,345,718)
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H11184,399,041 (1,572,972) 90,836,042 (366,780) 2,199,521 70,479,951 165,974,803
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 55,718,627 55,718,627
Other comprehensive loss for the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (35,731) – – (35,731)
Total comprehensive
(loss)/income for the year /H1118/H1118 – – – (35,731) – 55,718,627 55,682,896
Appropriation of statutory
reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 2,213 (2,213) –
Share-based compensation
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 668,722 – – – 668,722
Capital injection /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,425 (1,139,832) 591,722 – – – (543,685)
Dividends declared (Note 14) /H1118/H1118 ––––– (27,458,131) (27,458,131)
Transfer of other comprehensive
income to retained earnings /H1118/H1118 – – – (46,205) – 46,205 –
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 221,496 – – – 221,496
Transactions with owners /H1118/H1118/H1118 4,425 (1,139,832) 1,481,940 (46,205) 2,213 (27,414,139) (27,111,598)
As at 31 December 2024 /H1118/H1118/H1118/H11184,403,466 (2,712,804) 92,317,982 (448,716) 2,201,734 98,784,439 194,546,101
The directors of the Company considered that none of the non-wholly-owned subsidiaries have non-controlling
interests that are material to the Group, therefore, no summarised financial information of these non-wholly-owned
subsidiaries are presented separately.
APPENDIX I ACCOUNTANTS’ REPORT
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38. SFA
The Group introduces a third-party supply chain information service platform to provide services to its
suppliers with the Group’s electronic debt certificates. The Group’s payment obligations under the electronic debt
certificates are unconditional and irrevocable, and unaffected by any commercial disputes between the parties
involved in the transfer of the electronic debt certificates. The Group shall not claim set-off or raise any defense
against the payment obligations. According to the business rules, the Group shall settle the amounts stated in the
electronic debt certificates on the payment date. The electronic debt certificates are transferable and financially
viable.
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Carrying amount of financial liabilities that
are part of SFA
Presented as part of:
– Trade and bills payables (Note 30) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,929,789 31,999,446 44,362,409
Payments have been received by the suppliers
from the finance providers:
– Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,479,852 22,736,349 33,088,172
The range of payment due dates for the liabilities presented as trade and bills payables that are part of SFA
and those comparable trade payables that are not part of SFA had no significant changes. The payment days are
generally within 90 days.
39. FINANCIAL GUARANTEE CONTRACT
The Group has executed guarantees with respect to loans and factoring to its significant related parties and
third parties. Under the guarantees, the Group would be liable to pay the lender if the lender is unable to recover the
loans and factoring. At the end of each reporting period, the outstanding balance of the loans and factoring represents
the Group’s maximum exposure under the financial guarantee contract. Management considers that the fair values of
these financial guarantee contracts at their initial recognition and at the end of each reporting period are insignificant
on the basis of low applicable default rates due to the significant related parties and third parties are in strong
financial positions.
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Guarantees to related parties
Original amount of loans and factoring /H1118/H1118/H1118/H1118/H1118/H1118/H1118929,000 2,309,000 3,354,506
Guarantee amount executed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118542,660 836,960 678,221
Outstanding balance of guarantee amount /H1118/H1118/H1118/H1118/H1118204,831 464,873 537,653
Guarantees to third parties
Original amount of loans and factoring /H1118/H1118/H1118/H1118/H1118/H1118/H11186,200,000 5,000,000 6,620,000
Guarantee amount executed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,000,000 10,000,000 10,512,000
Outstanding balance of guarantee amount /H1118/H1118/H1118/H1118/H11185,900,000 4,270,000 3,796,000
APPENDIX I ACCOUNTANTS’ REPORT
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40. PLEDGED ASSETS
At the end of each reporting period, the Group’s certain assets have been pledged to secure bills payable,
borrowings and banking facilities granted to the Group. The carrying amounts of the pledged assets of the Group at
the end of each reporting period are as follows:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Property, plant and equipment (Note 16) /H1118/H1118/H1118/H1118/H1118/H11185,628,225 4,967,566 7,130,468
Prepaid lease payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,742,588 1,292,171 1,423,029
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 127,098
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,526,084 1,752,260 132,403
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,510,497 22,475,346 23,339,555
43,407,394 30,487,343 32,152,553
41. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Reconciliation of liabilities arising from financing activities
Reconciliation of liabilities arising from financing activities for the Track Record Period is as follows:
Borrowings Corporate bonds Lease liabilities
RMB’000 RMB’000 RMB’000
(Note 32) (Note 32) (Note 33)
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,159,348 17,367,606 524,070
Cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,641,956 3,710,000 (170,507)
Interest paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,493,826) (438,332) (27,977)
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,716,032 451,308 27,977
Other non-cash movements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,548,850 1,198,826 331,893
As at 31 December 2022 and 1 January 2023 /H1118/H1118/H111878,572,360 22,289,408 685,456
Cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,800,424 (3,000,000) (108,863)
Interest paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,333,986) (538,136) (17,783)
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,281,793 438,310 17,783
Other non-cash movements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,327,597 258,073 (186,998)
As at 31 December 2023 and 1 January 2024 /H1118/H1118/H1118106,648,188 19,447,655 389,595
Cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,877,889 (210,000) (240,061)
Interest paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,694,724) (433,398) (60,706)
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,655,973 432,506 60,706
Other non-cash movements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(936,905) 197,633 695,659
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118117,550,421 19,434,396 845,193
(b) Non-cash transactions
The material non-cash transaction is mainly related to the settlement of acquisition of a subsidiary through
partially disposal of equity interest of an owned subsidiary, details are disclosed in Note 47.2 to the Historical
Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-90 –


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42. COMMITMENTS
(a) Capital commitments
At the end of each reporting period, capital commitments contracted but not provided for in the Historical
Financial Information are as follows:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Contracted, but not provided for, net of
deposits/investments paid
– Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,718,447 9,874,853 11,268,941
– Investments to be paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,748,707 – –
51,467,154 9,874,853 11,268,941
(b) As lessee
At the end of each reporting period, the Group’s lease commitments for short-term leases are as follows:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118502,617 422,466 353,690
43. RELATED PARTY TRANSACTIONS
Other than as disclosed in elsewhere to the Historical Financial Information, the Group entered into the
following material related party transactions during the Track Record Period.
(a) Relationships with related parties
Name of related party Relationship with the Group
Anmai Contemporary Intelligent Manufacturing (Ningde)
Co., Ltd.* (˾౽ঐႡி(ྐྵᅃ)ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Avita Technology (Chongqing) Co., Ltd.* (Ҧ(ᅅ)
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group from March
2022
Beijing Kuche Yimei Network Technology Co., Ltd.* ( ̏ԯ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group from August
2023
Changzhou Liyuan New Energy Technology Co., Ltd. ( ੬ψ
ʮ̡) and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Changzhou Mengteng Intelligent Equipment Co., Ltd.* ( ੬ψ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
CHC Co., Ltd. and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Associates of the Group from September
2022
CMOC Group Limited (ʮ̡) and
its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group from March 2023
Foshan Huapu Gas Technology Co., Ltd.* (߅
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Fujian Contemporary Nebula Technology Co., Ltd.* (ࣛܔ
ʮ̡)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Fujian Hongda Contemporary Amperex Technology Co.,
Ltd.* (ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 458 ---
Name of related party Relationship with the Group
Fujian Ningde Zhixiang Unlimited Technology Co., Ltd.*
(ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118
Associates of the Group
Fujian Yongfu Power Engineering Co., Ltd.*
(ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118
Associates of the Group
Ganghua Times Smart Energy Technology (Suzhou)
Co., Ltd.* (Ҧ(ᘽψ)ʮ̡) /H1118/H1118/H1118/H1118/H1118
An associate of the Group
Geo Micro Devices (Xiamen) Co., Ltd.*
(̒ኬ᜗(ژ)ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group from April
2023
Guian New Area Zhongke Xingcheng Graphite Co., Ltd.*
(ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group from July 2022
Guizhou Phosphating New Energy Technology Co., Ltd.* ( ൮
ப΂ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group from February
2022
Hangzhou Anmaisheng Intelligent Technology Co., Ltd.* (؄
ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Henan Yuexin Times New Energy Technology Co., Ltd.* (ئ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Inceptio Group Limited and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Associates of the Group
Jiangxi Chunyou Lithium Industry Co., Ltd.* (ʾ቞ุ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Jiangxi Shenghua New Materials Co., Ltd.* (ࣘ
ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group before August
2024
KFM Holding Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118An associate of the Group from August
2022
Nengjian Era New Energy Technology Co., Ltd.* (˾
ʮ̡)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group from August
2023
Nengjian Times (Shanghai) New Energy Storage Technology
Research Institute Co., Ltd.* (˾(ɪऎ)ᎷঐҦ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group from August
2023
Newstride Technology Limited and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Associates of the Group
Ningde Huizhi Magnesium Aluminum Technology
Co., Ltd.* (ʮ̡) formerly known
as Ningde Wenda Magnesium Aluminum Technology
Co., Ltd.* (ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Ningde Times Kostar Technology Co., Ltd.* (ɻ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Ningxiang Jinli-Brunp Environmental Technology Co., Ltd.*
(ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
PT Sumberdaya Arindo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118An associate of the Group from December
2023
PT. QMB New Energy Materials (ʮ
̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Qujing Lintie Technology Co., Ltd.* (ʮ
̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Shandong Genyuan New Materials Co., Ltd.* (㧄ʩอҿ
ʮ̡) and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Shanghai Core Times New Energy Technology Co., Ltd.*
(ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group from June 2023
Shanghai Jieneng Zhidian New Energy Technology
Co., Ltd.* (ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group from October
2022
Shanghai Qiyuanxin Power Technology Co., Ltd.* ( ɪऎ઼๕
ʮ̡)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Shanghai Ronghe Dianke Financial Leasing Co., Ltd.* ( ɪऎ
ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Shanghai Shanshan Lithium Battery Material Technology
Co., Ltd.* (ʮ̡) and its
subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group from June 2022
APPENDIX I ACCOUNTANTS’ REPORT
– I-92 –


--- page 459 ---
Name of related party Relationship with the Group
Shaowu Yongtai Hi-Tech Material Co., Ltd. (͑˄৷อҿ
ʮ̡)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Shenzhen Gecko New Energy Vehicle Technology
Co., Ltd.* (ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group from December
2022
Shenzhen Geesun Intelligent Technology Co., Ltd. ( ଉέΛජ
ʮ̡) and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group from January
2022
Shenzhen Shengde New Energy Technology Co., Ltd.* ( ଉέ
ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Suzhou Xinlian Motor Co., Ltd.* (ʮ̡) /H1118/H1118An associate of the Group from May 2022
Times Guangqi Power Battery Co., Ltd.* (˾ਗɢཥϫ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Times Smart Technology (Fujian) Co., Ltd.*
(Ҧ (ܔ)ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
United Auto Battery System Co., Ltd.
(ʮ̡ ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Veinstone Investment Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118An associate of the Group before
April 2023
Wuxi Lead Intelligent Equipment Co., Ltd. ೌ፼΋ኬ౽ঐༀ
ʮ̡ and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Xiamen Xinnengda Technology Co., Ltd.* (Ҧ
ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group from June 2022
Yibin Tianyi Lithium Technology Innovation Co., Ltd. (Ⴗ
ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Yichun Longpan Era Lithium Industry Technology
Co., Ltd.* (ʮ̡) (Note (i)) /H1118/H1118/H1118
An associate of the Group from November
2022
Yifeng Huaqiao Yongtuo Mining Co., Ltd.* (ן
ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Zhicun Lithium Industry Group Co., Ltd.* ( қπ቞ุණྠϞ
ʮ̡) and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group before March
2023
Chengdu Electric Service Trading Investment Energy
Technology Co., Ltd.* (ʮ̡)/H1118/H1118
A joint venture of the Group from June
2023
Contemporary Energy Storage (Fujian) Development
Co., Ltd.* (˾Ꮇঐ(ܔ)ʮ̡) and
its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Joint ventures of the Group
Jinjiang Min Investment Electric Power Storage Technology
Co., Ltd.* (ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A joint venture of the Group
Ningpu Contemporary Battery Technology Co., Ltd.* ( ྐྵ౷
ʮ̡) and its subsidiary (Note (ii)) /H1118/H1118/H1118
Joint ventures of the Group before January
2024
Shanghai Kuaibu New Energy Technology Co., Ltd.* ( ɪऎ
ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Joint ventures of the Group
Yibin Sanjiang Lvcheng Energy Technology Co., Ltd.* (Ⴗ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A joint venture of the Group from March
2022
Hainan Yi’an Business Consulting Co., Ltd.* (͵τਠਕ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A related company controlled by a close-
member of the key management
personnel of the Company from
November 2022
Shanghai Shida Investment Management Co., Ltd.* ( ɪऎቇ
ʮ̡)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A related company controlled by the key
management personnel of the Company
Xinqi Information Technology (Shanghai) Co., Ltd.* (ڦ
Ҧ(ɪऎ)ʮ̡)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A related company controlled by the key
management personnel of the Company
from November 2022
* For Identification only
APPENDIX I ACCOUNTANTS’ REPORT
– I-93 –


--- page 460 ---
Notes:
(i) Yichun Longpan Era Lithium Industry Technology Co., Ltd. (“Yichun Longpan”) was a subsidiary of the
Group and was being disposed 70% of its equity interests to an independent third party in November
2022. Since then, the Group has held remaining equity interests of 30%, and Yichun Longpan was no
longer in the scope of consolidation of the Group and became an associate of the Group.
(ii) Ningpu Contemporary Battery Technology Co., Ltd. (“Ningpu Contemporary”) was a joint venture of
the Group with 46.67% of equity interests held. Upon the acquisition of equity interests in January 2024,
the shareholding increased to 94.44% and Ningpu Contemporary became a subsidiary of the Group.
(b) Transactions with related parties
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Sales transactions
– Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,938,549 7,546,371 8,160,176
– Joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118632,037 214,895 20,154
– A related company or key management
personnel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– 1 2
7,570,586 7,761,266 8,180,342
Procurement transactions
– Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,826,887 21,469,688 27,682,589
– Joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 47 539
– A related company or key management
personnel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,708 4,841
27,826,887 21,482,443 27,687,969
APPENDIX I ACCOUNTANTS’ REPORT
– I-94 –


--- page 461 ---
(c) Balances with related parties
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Amounts due from related parties
Trade and bills receivables
– Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,180,016 790,774 1,922,006
– Joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118131,896 80,427 28,021
Contract assets
– Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,214 1,967 1,974
– Joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 395 –
Prepayments, deposits and other assets
– Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,263,804 16,220,096 13,568,530
– Joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 971 545
5,576,930 17,094,630 15,521,076
Amounts due to related parties
Trade and bills payables
– Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,061,262 2,770,779 4,979,245
– Joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 47 388
Contract liabilities
– Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118377,575 873,234 136,215
– Joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,938 72,253 17,213
Other payables and accruals
– Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,172,813 4,040,231 2,626,402
– Joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,380 5,423
– A related company or key management
personnel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 129,941 –
8,648,588 7,888,865 7,764,886
Note: Trade and bills receivables, contract assets, prepayments, deposits and other assets that related to
payment on construction and equipment, trade and bills payables, contract liabilities and other payables
and accruals are trade in nature.
The remaining receivable balances of RMB1,324 million, RMB1,160 million and RMB128 million as
at 31 December 2022, 2023 and 2024, respectively, mainly related to investing activities which are
non-trade in nature, unsecured and not expected to be settled before the completion of the initial listing
of H Shares of the Company on the Main Board of the Stock Exchange.
APPENDIX I ACCOUNTANTS’ REPORT
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44. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each financial instrument at the end of each reporting period are as follows:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Financial assets
Financial assets at amortised cost
– Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,492,601 65,772,258 64,265,913
– Deposits and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,454,171 16,070,648 16,787,607
– Bank balances, deposits and cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,139,815 261,710,833 298,243,356
Financial assets at FVTPL
– Equity investments at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,645,307 2,816,190 3,135,658
– Wealth management products and structured
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,981,328 7,767 14,282,253
Financial assets at FVTOCI
– Equity investments at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,491,264 14,128,318 11,900,901
– Trade and bills receivables measured at
FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,965,715 55,289,319 53,309,701
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118575,638 – –
315,745,839 415,795,333 461,925,389
Financial liabilities
Financial liabilities measured at amortised cost
– Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118191,747,512 167,825,751 179,476,484
– Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,507,023 80,669,840 53,850,312
– Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,861,768 126,095,843 136,984,817
– Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118685,456 389,595 845,193
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,941,410 2,116,017
346,801,759 378,922,439 373,272,823
45. FAIR V ALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS
Financial assets and liabilities measured at fair value in the consolidated statements of financial position are
grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability and
significance of inputs to the measurements, as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly, and not using significant unobservable inputs.
Level 3: significant unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which the financial asset or liability is categorised in its entirety
is based on the lowest level of input that is significant to the fair value measurement.
APPENDIX I ACCOUNTANTS’ REPORT
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(a) Fair value hierarchy
As at 31 December 2022, 2023 and 2024, the financial assets and liabilities measured at fair value on a
recurring basis by the above three levels are analysed below:
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2022
Financial assets
Financial assets at FVTPL
– Equity investment at fair value /H1118/H1118/H1118 – – 2,645,307 2,645,307
– Wealth management products and
structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,981,328 – 1,981,328
Financial assets at FVTOCI
– Equity investments at fair value /H1118/H1118 9,259,728 – 11,231,536 20,491,264
– Trade and bills receivables
measured at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 18,965,715 – 18,965,715
Derivative financial instruments /H1118/H1118/H1118575,638 – – 575,638
9,835,366 20,947,043 13,876,843 44,659,252
As at 31 December 2023
Financial assets
Financial assets at FVTPL
– Equity investment at fair value /H1118/H1118/H1118 – – 2,816,190 2,816,190
– Wealth management products and
structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,767 – 7,767
Financial assets at FVTOCI
– Equity investments at fair value /H1118/H1118 4,574,590 – 9,553,728 14,128,318
– Trade and bills receivables
measured at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 55,289,319 – 55,289,319
4,574,590 55,297,086 12,369,918 72,241,594
Financial liabilities
Derivative financial instruments /H1118/H1118/H11183,941,410 – – 3,941,410
As at 31 December 2024
Financial assets
Financial assets at FVTPL
– Equity investment at fair value /H1118/H1118/H1118 – – 3,135,658 3,135,658
– Wealth management products and
structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 14,282,253 – 14,282,253
Financial assets at FVTOCI
– Equity investments at fair value /H1118/H1118 6,141,783 – 5,759,118 11,900,901
– Trade and bills receivables
measured at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 53,309,701 – 53,309,701
6,141,783 67,591,954 8,894,776 82,628,513
Financial liabilities
Derivative financial instruments /H1118/H1118/H11182,116,017 – – 2,116,017
APPENDIX I ACCOUNTANTS’ REPORT
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During the Track Record Period, there was no transfer between Level 1 and Level 2 and between Level 2 and
Level 3.
The following table presents the changes in Level 1, 2 and 3 fair value hierarchy for the Track Record Period:
Level 1 Level 2 Level 3
Listed equity
investments at
FVTOCI
Derivative
financial
instruments
Wealth
management
products and
structured
deposits
Trade and
bills
receivables
measured at
FVTOCI
Unlisted
equity
investments at
FVTPL
Unlisted
equity
investments at
FVTOCI
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 /H1118/H1118/H1118/H1118/H11186,376,655 243,105 1,363,973 6,486,381 1,714,865 2,870,920
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,619,571 – 616,869 12,446,598 526,546 4,956,156
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(831,954) –––– (128)
Transfer (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,000 –––– (150,000)
Fair value gain, net /H1118/H1118/H1118/H1118/H1118/H1118945,456 332,533 – 32,736 400,241 3,595,588
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 486 – 3,655 (41,000)
As at 31 December 2022
and 1 January 2023 /H1118/H1118/H1118/H11189,259,728 575,638 1,981,328 18,965,715 2,645,307 11,231,536
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,000 – – 36,573,117 125,000 1,562,980
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,236,719) – (1,973,948) – – –
Transfer (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,823,452 –––– (3,823,452)
Fair value (loss)/gain, net /H1118/H1118(2,510,427) (4,517,048) 387 (249,513) 45,883 576,759
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,556 –––– 5,905
As at 31 December 2023
and 1 January 2024 /H1118/H1118/H1118/H11184,574,590 (3,941,410) 7,767 55,289,319 2,816,190 9,553,728
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118491,449 – 14,082,351 – 195,000 619,275
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(342,249) – – (2,161,397) (347,620) (8,400)
Transfer (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,313,126 –––– (2,313,126)
Fair value (loss)/gain, net /H1118/H1118(931,031) 1,825,393 192,135 181,779 472,088 (2,227,883)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,898 –––– 135,524
As at 31 December 2024 /H1118/H1118/H11186,141,783 (2,116,017) 14,282,253 53,309,701 3,135,658 5,759,118
Note: During the Track Record Period, there are two, two and two equity investments were transferred from Level
3 to Level 1 respectively upon the initial public offering of these underlying investments was completed during
the relevant reporting periods.
(b) Valuation techniques used to determine fair values
The fair value of financial instruments traded in an active market is determined at the quoted market price; and
the fair value of those not traded in an active market is determined by the Group using valuation technique. The
valuation models used mainly comprise market approach, adjusted net assets approach and recent transaction price
approach. The inputs of the valuation technique mainly include volatility, financial data of target companies, market
multiple of comparable companies and discount for lack of marketability.
Assets subject to Level 2 fair value measurement were mainly included wealth management products and
structured deposits and receivables measured at FVTOCI are evaluated by market approach.
Assets subject to Level 3 fair value measurement were mainly included equity investments in unlisted entities
at FVTPL and at FVTOCI. These assets were measured mainly using market approach, adjusted net assets approach
and recent transaction price approach. The judgment of Level 3 of the fair value hierarchy is based on the materiality
of unobservable inputs towards calculation of whole fair value.
APPENDIX I ACCOUNTANTS’ REPORT
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The information of fair value measurements for Level 3 as at 31 December 2022, 2023 and 2024 is as follows:
As at 31 December
Valuation
technique
Significant
unobservable
input
Sensitivity relationship to
unobservable input to fair value2022 2023 2024
RMB’000 RMB’000 RMB’000
Financial assets at
FVTPL
Unlisted equity
investments /H1118/H1118/H1118/H1118/H1118
2,645,307 2,816,190 3,135,658 Adjusted net assets
approach
Discount for
lack of
marketability
Should the discount for lack of
marketability be
increased/decreased by 10%, the
fair value of unlisted equity
investments would be
decreased/increased by
approximately RMB183,322,000,
RMB184,900,000 and
RMB195,846,000 as at 31
December 2022, 2023 and 2024,
respectively.
Financial assets at
FVTOCI
Unlisted equity
investments /H1118/H1118/H1118/H1118/H1118
6,482,944 8,567,848 4,076,957 Recent transaction
price approach
N/A N/A
4,748,592 985,880 1,682,161 Market approach Discount for
lack of
marketability
Should the discount for lack of
marketability be
increased/decreased by 10%, the
fair value of unlisted equity
investments would be
decreased/increased by
approximately RMB631,178,000,
RMB169,758,000 and
RMB317,356,000 as at 31
December 2022, 2023 and 2024,
respectively.
Price earnings
ratio
Should the price earnings ratio be
increased/decreased by 1%, the
fair value of unlisted equity
investments would be
increased/decreased by
approximately RMB40,112,000,
RMB3,833,000 and
RMB3,588,000 as at 31
December 2022, 2023 and 2024,
respectively.
13,876,843 12,369,918 8,894,776
APPENDIX I ACCOUNTANTS’ REPORT
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46. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The principal financial instruments of the Group comprise cash and cash equivalents, and time deposits and
restricted cash, the main purpose of which is to support for the operations of the Group. The Group has various other
financial assets and liabilities such as trade and bills receivables and trade and bills payables, which arise directly
from its operations.
The risks of the Group’s financial instruments are mainly arising from foreign currency risk, price risk, interest
rate risk, credit risk and liquidity risk. The Group has entered into certain foreign exchange risk contracts and
commodity price risk contracts as set out in Note 27 to mitigate part of its foreign exchange exposure. The directors
review and agree policies for managing each of these risks and they are summarised below.
Foreign currency risk
Foreign currency risk refers to the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates.
The Group is exposed to currency risks primarily through sales and purchases which give rise to receivables,
payables, interest-bearing borrowings and bank balances that are denominated in a foreign currency, i.e., a currency
other than the functional currency of the entities to which the transactions relate. The foreign currencies giving rise
to this risk are primarily United States dollars (“USD”) and EUR.
Foreign currency risk arises when future commercial transactions or recognised assets and liabilities are
denominated in a currency that is not the respective functional currency of the Group’s subsidiaries. To ensure the
currency risk exposure of the Group is kept to an acceptable level and seeks to minimise the gap between assets and
liabilities in the same currency. Foreign exchange risk contracts are usually used to manage foreign currency risk
associated with foreign currency-denominated assets and liabilities.
As at 31 December 2022, 2023 and 2024, for the Group’s subsidiaries with RMB as the functional currency,
major monetary assets and liabilities exposed to foreign currency risk are listed below:
USD EUR Others
RMB’000 RMB’000 RMB’000
As at 31 December 2022
Assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,143,528 18,234,266 286,614
Liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(26,999,593) (975,822) (170,561)
Net exposure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,143,935 17,258,444 116,053
As at 31 December 2023
Assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,452,971 35,244,745 4,580,861
Liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(31,073,749) (143,919) (122,293)
Net exposure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,379,222 35,100,826 4,458,568
As at 31 December 2024
Assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111898,316,154 13,659,393 2,803,511
Liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(31,772,787) (3,719,128) (277,807)
Net exposure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,543,367 9,940,265 2,525,704
The Group uses hedging instruments, mentioned in Note 27 to the Historical Financial Information, to hedge
against part of the potential foreign currency risk of the above items.
APPENDIX I ACCOUNTANTS’ REPORT
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Sensitivity Analysis
As at 31 December 2022, 2023 and 2024, for the above various USD financial assets and liabilities, if the RMB
appreciates or depreciates by 5% against the USD and other factors remain unchanged, the Group will decrease or
increase its profit before income tax by RMB1,007 million, RMB198 million and RMB3,104 million, respectively.
As at 31 December 2022, 2023 and 2024, for the above various EUR financial assets and liabilities, if the RMB
appreciates or depreciates by 5% against the EUR and other factors remain unchanged, the Group will decrease or
increase its profit before income tax by RMB863 million, RMB1,755 million and RMB403 million, respectively.
Other changes in foreign exchange rates have no significant impact on foreign currency risk.
Price risk
Equity price risk
The Group is exposed to equity price risk mainly arising from equity investments held by the Group that are
classified as financial assets at FVTPL or FVTOCI which will not be sold within one year.
Sensitivity analysis is performed by management to assess the exposure of the Group’s financial results to
equity price risk of financial assets at FVTPL and FVTOCI at the end of each reporting period. If the prices of the
respective investments held by the Group had been 10% higher/lower as at 31 December 2022, 2023 and 2024, profit
before income tax for the Track Record Period would have been approximately RMB264,531,000, RMB281,619,000
and RMB313,566,000 higher/lower, respectively, as a result of gains/losses on financial assets at FVTPL, and other
comprehensive income for the Track Record Period would have been approximately RMB2,049,126,000,
RMB1,412,832,000 and RMB1,190,090,000 higher/lower, respectively, as a result of gains/losses on financial assets
at FVTOCI.
Commodity price risk
The Group is exposed to commodity price risk mainly arising from lithium, nickel and cobalt, the price
volatility of which could impact financial performance. The Group uses derivative financial instruments, including
commodity price risk contracts to manage a portion of such risk.
Interest rate risk
The Group’s interest rate risk primarily arises from long-term interest-bearing borrowings, corporate bonds
and lease liabilities. Long-term borrowings issued at variable rates expose the Group to cash flow interest rate risk.
Long-term borrowings issued at fixed rates, corporate bonds and lease liabilities bearing fixed rates expose the Group
to fair value interest rate risk.
The Group has been monitoring the level of interest rates. The increase in interest rates will increase the
interest costs of borrowings at variable rates, which will further impact the performance of the Group. To hedge
against the variability in the cash flows arising from a change in market interest rates, the Group may enter into
certain interest rate swap contracts to swap variable rates into fixed rates.
The following tables list out the interest rate profiles of the Group’s variable interest-bearing financial
instruments as at 31 December 2022, 2023 and 2024:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Floating rate instruments
– Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843,208,622 69,224,044 75,437,356
If interest rates of floating rate instruments had been 50 basis points higher/lower with all other variables held
constant, the profit before income tax would be lower/higher RMB216,043,000, RMB346,120,000 and
RMB377,187,000 as at 31 December 2022, 2023 and 2024, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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Credit risk
Credit risk refers to the risk that the counterparty to a financial instrument would fail to discharge its obligation
under the terms of the financial instrument and cause a financial loss to the Group. The Group’s exposure to credit
risk mainly arises from granting credit to customers in the ordinary course of its operations and from its investing
activities.
The Group’s maximum exposure to credit risk is represented by the carrying amount of each financial asset
measured at amortised cost and trade and bills receivables measured at FVTOCI as disclosed in Note 44 to the
Historical Financial Information.
As at 31 December 2022, 2023 and 2024, other than financial assets whose carrying amounts best represent
the maximum exposure to credit risk, the Group’s maximum exposure to credit risk which will cause a financial loss
to the Group arising from financial guarantees provided by the Group to its related companies and third parties as
disclosed in Note 39 to the Historical Financial Information.
Trade receivables and contract assets
The Group’s policy is to deal only with credit worthy counterparties. Credit terms are granted to new customers
after a credit worthiness assessment by the credit control department. When considered appropriate, customers may
be requested to provide proof as to their financial position. Where available at reasonable cost, external credit ratings
and/or reports on customers are obtained and used. Customers who are not considered creditworthy are required to
pay in advance or on delivery of goods. Payment record of customers is closely monitored. It is not the Group’s policy
to request collateral from its customers.
The Group has applied the IFRS 9 simplified approach to measuring ECL which uses a lifetime ECL for all
trade receivables and contract assets. The Group measures loss allowances for trade receivables at an amount equal
to lifetime ECL, which is assessed individually or based on provision matrix, as appropriate, and the expected loss
rates are based on the historical settlement experience as well as the corresponding historical credit losses.
The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic
factors affecting the ability of the customers to settle the receivables.
For trade receivables from related parties, the Group considers the counterparties with relatively good credit
worthiness based on past experience and satisfactory settlement history. The Group assessed the ECL for trade
receivables from related parties was insignificant during the Track Record Period.
A default on trade receivables and contract assets is when the counterparty fails to make contractual payments
when they fall due.
Trade receivables and contract assets are written off when there is no reasonable expectation of recovery.
APPENDIX I ACCOUNTANTS’ REPORT
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On that basis, the ECL allowance as at 31 December 2022, 2023 and 2024 was determined as follows for both
trade receivables and contract assets:
Trade receivables Contract assets
Gross carrying
amount ECL allowance
Expected loss
rate
Gross carrying
amount ECL allowance
Expected loss
rate
RMB’000 RMB’000 % RMB’000 RMB’000 %
As at 31 December
2022
Assessed based on
grouping /H1118/H1118/H1118/H1118/H1118/H1118/H111859,711,901 1,745,384 2.92% 184,570 9,707 5.26%
Assessed individual /H1118/H1118 85,135 85,135 100.00% – – N/A
59,797,036 1,830,519 184,570 9,707
As at 31 December
2023
Assessed based on
grouping /H1118/H1118/H1118/H1118/H1118/H1118/H111865,980,322 1,959,788 2.97% 266,257 32,293 12.13%
Assessed individual /H1118/H1118 85,135 85,135 100.00% – – N/A
66,065,457 2,044,923 266,257 32,293
As at 31 December
2024
Assessed based on
grouping /H1118/H1118/H1118/H1118/H1118/H1118/H111865,916,331 1,799,487 2.73% 450,546 49,920 11.08%
Assessed individual /H1118/H1118860,071 841,405 97.83% – – N/A
66,776,402 2,640,892 450,546 49,920
Bills receivable
Credit risk for bills receivable is considered to be immaterial, as all bills receivable are bank acceptance notes,
and the Group did not expect that there would be any significant losses from non-performance by these banks.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 470 ---
Deposits and other assets
Over the term of deposits and other assets, the Group accounts for its credit risk by appropriately providing
for ECL on a timely basis. To assess whether there is a significant increase in credit risk in deposits and other assets,
the Group compares the risk of a default occurring on the financial assets at the end of each reporting period with
the risk of default at the date of initial recognition. It considers available, reasonable, supportive forward-looking
information. Especially, the following indicators are incorporated:
 external credit rating of the counterparty (as far as available);
 actual or expected significant adverse changes in business, financial or economic conditions that are
expected to cause a significant change to the counterparty’s ability to meet its obligations;
 actual or expected significant changes in the operating results of the counterparty; and
 significant expected changes in the performance and behaviour of the counterparty, including changes
in the payment status of the counterparty.
Based on historical experiences and consideration of forward-looking information, other receivables from
related parties were settled within 12 months after upon maturity hence the ECL is minimal.
As stated in Note 26 to the Historical Financial Information, impairment on deposits and other assets accounted
as amortised cost is measured as either 12-month ECL or lifetime ECL. On such basis, the following table sets forth
the ECL allowance for deposits and other assets as at 31 December 2022, 2023 and 2024:
Stage 1 Stage 2 Stage 3 Total
12-month ECL Lifetime ECL Lifetime ECL
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2022
Expected loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.01% N/A 100.00%
Gross carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,454,360 – 114,247 19,568,607
ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(189) – (114,247) (114,436)
As at 31 December 2023
Expected loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.63% N/A 100.00%
Gross carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,172,570 – 108,070 16,280,640
ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(101,922) – (108,070) (209,992)
As at 31 December 2024
Expected loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.51% N/A 100.00%
Gross carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,045,798 – 125,818 17,171,616
ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(258,191) – (125,818) (384,009)
Other financial assets measured at amortised cost
Other financial assets measured at amortised cost include bank balances, deposits and cash.
Credit risk for bank balances, deposits and cash is considered to be immaterial, as the counterparts are
banks/financial institutions with high credit ratings by international credit rating agencies.
APPENDIX I ACCOUNTANTS’ REPORT
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Liquidity risk
The Group aims to maintain sufficient cash and cash equivalents. Due to the dynamic nature of the underlying
businesses, the Group maintains flexibility in funding by maintaining adequate balances of such. The table below
analyses the Group’s financial liabilities by relevant maturity groupings based on the remaining period since the end
of each reporting period to the contractual maturity date. The amounts disclosed in the table are the contractual
undiscounted cash flows or the carrying amount of the financial liabilities to be delivered.
Within 1 year 1 to 5 years Over 5 years
Total
undiscounted
amount
Carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2022
Non-derivatives
Trade and bills payables
(including SFA) /H1118/H1118/H1118/H1118/H1118191,747,512 – – 191,747,512 191,747,512
Other payables and
accruals (including
long-term payables) /H1118/H1118/H111853,507,023 – – 53,507,023 53,507,023
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,959,108 57,715,460 31,768,490 111,443,058 100,861,768
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118140,143 345,729 348,292 834,164 685,456
267,353,786 58,061,189 32,116,782 357,531,757 346,801,759
Financial guarantee issued
maximum amount
(Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,926,391 3,109,800 68,640 6,104,831 6,104,831
As at 31 December 2023
Non-derivatives
Trade and bills payables
(including SFA) /H1118/H1118/H1118/H1118/H1118167,825,751 – – 167,825,751 167,825,751
Other payables and
accruals (including
long-term payables) /H1118/H1118/H111855,251,958 25,342,026 118,000 80,711,984 80,669,840
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,487,745 74,192,170 35,362,920 132,042,835 126,095,843
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118119,458 250,380 62,851 432,689 389,595
Derivatives
Derivative financial
instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,941,410 – – 3,941,410 3,941,410
249,626,322 99,784,576 35,543,771 384,954,669 378,922,439
Financial guarantee issued
maximum amount
(Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,022,368 3,345,095 367,410 4,734,873 4,734,873
APPENDIX I ACCOUNTANTS’ REPORT
– I-105 –


--- page 472 ---
Within 1 year 1 to 5 years Over 5 years
Total
undiscounted
amount
Carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2024
Non-derivatives
Trade and bills payables
(including SFA) /H1118/H1118/H1118/H1118/H1118/H1118179,476,484 – – 179,476,484 179,476,484
Other payables and
accruals (including
long-term payables) /H1118/H1118/H111853,693,832 94,400 94,400 53,882,632 53,850,312
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,478,408 75,701,280 27,754,717 145,934,405 136,984,817
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118211,626 609,513 117,765 938,904 845,193
Derivatives
Derivative financial
instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,116,017 – – 2,116,017 2,116,017
277,976,367 76,405,193 27,966,882 382,348,442 373,272,823
Financial guarantee issued
maximum amount
(Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,675,720 2,125,624 532,309 4,333,653 4,333,653
Note: The amount represents the maximum amount that the Group could be required to settle under the
arrangement for the full guaranteed amount.
Capital management
The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as
a going concern by pricing services commensurately with the level of risk so that it can continue to provide returns
and benefits to the shareholders and other stakeholders.
The Group sets the amount of capital in proportion to risk. The Group manages its capital structure and makes
adjustments to it in the light of changes in economic conditions and the risk characteristics of the subject assets. In
order to maintain or adjust the capital structure, the Group may adjust the amounts of dividends paid to the
shareholders or return capital to the shareholders. The Group is not subject to any external capital requirements.
During the Track Record Period, there are no changes in capital management objectives, policies or procedures.
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118600,952,353 717,168,041 786,658,123
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118424,043,192 497,284,891 513,201,950
Asset-liability ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870.56% 69.34% 65.24%
APPENDIX I ACCOUNTANTS’ REPORT
– I-106 –


--- page 473 ---
47. ACQUISITIONS OF SUBSIDIARIES
The net cash flow impact of acquisitions of business and assets during the Track Record Period are as below:
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Total cash outflow (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,803,763 352,649
Less: cash and bank balances acquired /H1118/H1118/H1118/H1118/H1118/H1118/H1118(22,060) (39,661) (108,627)
(22,060) 6,764,102 244,022
Note: Total acquisition consideration of RMB6,442,656,000 in 2023 was prepaid during the year ended 31
December 2022.
47.1 Acquisition of business
During the Track Record Period, acquisition of subsidiaries had no significant impact on the Group’s Historical
Financial Information.
The aggregate fair values of the identifiable assets and liabilities at the date of acquisition were as follows:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,094,709 30,334 858,950
Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118431,707 177,103 599,447
Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(272,615) (5,072) (301,933)
Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(48,840) – (319,811)
Net assets acquired /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,204,961 202,365 836,653
Less: non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(531,257) (80,570) (22,834)
Add: goodwill (Note 18) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118176,214 239,311 181,080
849,918 361,106 994,899
47.2 Acquisition of assets
Snowway Mining
In December 2022, the Group signed the “Yajiang Snowway Mining Development Co., Ltd. Bankruptcy
Reorganisation Case and Restructuring Investment Agreement” (ࣩ
֛with the bankruptcy administrator of Yajiang Snowway Mining Development Co., Ltd. ( ඩϪ
ʮ̡ॎପ၍ଣɛ) (the “Snowway Mining Administrator”), and paid a reorganisation
fund of approximately RMB6,442.6 million which is the cost of acquisition of Snowway Mining.
In January 2023, the creditors of Snowway Mining voted to approve the draft reorganisation plan of, and
then the Court of Yajiang County ruled to approve the restructuring plan and terminate the bankruptcy
reorganisation process. On 3 March 2023, Snowway Mining Administrator completed the handover work with
the Group and the Group obtained 100% equity interest and control of Snowway Mining.
As Snowway Mining had ceased production and business operation before the acquisition, the Group
considered the acquisition of Snowway Mining is an asset acquisition in substance.
APPENDIX I ACCOUNTANTS’ REPORT
– I-107 –


--- page 474 ---
Luoyang Mining Group Co., Ltd (ʮ̡) (“Luoyang Mining Group”)
The Company and its wholly-owned subsidiary, Sichuan Contemporary Amperex Technology Limited
signed an “Investment Framework Agreement” with Luoyang Guohong Investment Holding Group Co., Ltd.
on 30 September 2022, and an “Investment Agreement” on 31 October 2022 for the acquisition of 100% equity
interests in Luoyang Mining Group, which is an investment holding company and has 24.68% equity interests
in CMOC Group Limited.
48. INVESTMENTS IN SUBSIDIARIES
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Contemporary Amperex Technology (Hong Kong)
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118495,545 5,520,335 6,336,643
Fuding Contemporary Amperex Technology
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,501,477 4,505,728 4,508,961
Guangdong Ruiqing Contemporary Amperex
Technology Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,000,000 1,000,000 1,000,000
Jiangsu Contemporary Amperex Technology
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,059,589 1,084,031 1,099,060
Ruiting Contemporary Amperex Technology
(Shanghai) Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500,000 500,000 500,000
Sichuan Contemporary Amperex Technology
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,018,345 4,239,582 4,252,724
United Auto Battery Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,275,000 1,275,000 1,275,000
Other subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,478,754 38,348,664 54,078,012
35,328,710 56,473,340 73,050,400
Details of the Company’s principal subsidiaries are set out in Note 1 to the Historical Financial Information.
49. SUBSEQUENT EVENTS
(a) The final dividends of RMB45.53 per 10 shares (tax inclusive) in respect of the year ended 31 December
2024 were approved in 2024 Annual General Meeting of the Group on 8 April 2025. The final dividends
were paid on 22 April 2025.
(b) As at 7 May 2025, a total of 6,640,986 A shares has been repurchased by the Company, and treasury
shares amounted to RMB1,551,197,674, including RMB387,703 transaction cost, therefore were
recognised. The shares were repurchased with an average price of approximately RMB233.58 per share.
APPENDIX I ACCOUNTANTS’ REPORT
– I-108 –


--- page 475 ---
The following is the text of a report set out on pages IA-1 to IA-34, received from the
Company’ s reporting accountants, Grant Thornton Hong Kong Limited, Certified Public
Accountants, Hong Kong, for the purpose of incorporation in this prospectus. The information
set out below is the unaudited condensed consolidated interim financial information of the
Group for the three months ended 31 March 2025 and does not form part of the Accountants’
Report from the reporting accountants, Grant Thornton Hong Kong Limited, Certified Public
Accountants, Hong Kong, as set out in Appendix I to this prospectus, and is included herein for
information purpose only.
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION TO THE
DIRECTORS OF CONTEMPORARY AMPEREX TECHNOLOGY CO., LIMITED
(Incorporated in the People’ s Republic of China with limited liability)
Introduction
We have reviewed the interim financial information of Contemporary Amperex
Technology Co., Limited (the “Company”) and its subsidiaries (together, the “Group”) set out
on pages IA-3 to IA-34, which comprises the condensed consolidated statement of financial
position as at 31 March 2025, and the related condensed consolidated statement of profit or
loss, condensed consolidated statement of comprehensive income, condensed consolidated
statement of changes in equity and condensed consolidated statement of cash flows for the
three-month period then ended, and notes to the interim financial information, including
material accounting policy information (together, the “Interim Financial Information”). The
directors of the Company are responsible for the preparation and fair presentation of this
Interim Financial Information in accordance with International Accounting Standard 34
“Interim Financial Reporting” issued by the International Accounting Standards Board. Our
responsibility is to express a conclusion on this Interim Financial Information based on our
review, and to report our conclusion solely to you, as a body, in accordance with our agreed
terms of engagement, and for no other purpose. We do not assume responsibility towards or
accept liability to any other person for the contents of this report.
Scope of Review
We conducted our review in accordance with International Standard on Review
Engagements 2410 “Review of Interim Financial Information Performed by the Independent
Auditor of the Entity” issued by the International Auditing and Assurance Standards Board. A
review of this Interim Financial Information consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in accordance with
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-1 –


--- page 476 ---
International Standards on Auditing and consequently does not enable us to obtain assurance
that we would become aware of all significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the
Interim Financial Information is not prepared, in all material respects, in accordance with
International Accounting Standard 34.
Other Matter
The comparative information for the condensed consolidated statement of financial
position is based on the audited financial statements as at 31 December 2024. The comparative
information for the condensed consolidated statement of profit or loss, the condensed
consolidated statement of comprehensive income, the condensed consolidated statement of
changes in equity and the condensed consolidated statement of cash flows, and related
explanatory notes, for the period ended 31 March 2024 has not been audited or reviewed.
Grant Thornton Hong Kong Limited
Certified Public Accountants
11th Floor, Lee Garden Two
28 Yun Ping Road
Causeway Bay
Hong Kong
12 May 2025
Ng Ka Kong
Practising Certificate Number: P06919
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-2 –


--- page 477 ---
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
Three months ended 31 March
Notes 2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 84,704,589 79,770,779
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(64,030,111) (61,222,587)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,674,478 18,548,192
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (4,814,003) (4,340,205)
Administrative and other operating expenses /H1118/H1118/H1118/H1118/H1118(3,218,763) (2,954,628)
Selling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(852,316) (863,259)
Other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185(a) 5,533,234 5,838,308
Other gains and losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185(b) 607,525 (1,797,945)
Impairment losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (1,241,737) (775,274)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 (782,951) (1,048,364)
Share of results of associates and
joint ventures, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 1,469,564 665,871
Profit before income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,375,031 13,272,696
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 (2,513,397) (2,004,579)
Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,861,634 11,268,117
Attributable to:
Owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,962,558 10,582,397
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118899,076 685,720
14,861,634 11,268,117
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-3 –


--- page 478 ---
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Three months ended 31 March
Notes 2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,861,634 11,268,117
Other comprehensive (loss)/income, net of tax
Items that will not be reclassified subsequently to
profit or loss:
– Fair value changes on equity investments at
fair value through other comprehensive
income (“FVTOCI”), net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(127,021) (886,387)
– Share of other comprehensive income of
associates, net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893,542 50,343
Items that will be reclassified subsequently to
profit or loss:
– Fair value changes on financial assets at
FVTOCI, net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,474) 36,512
– Share of other comprehensive income/(loss)
of associates, net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118412,204 (1,598)
– Cash flow hedges, net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118336,603 (356,819)
– Exchange differences on translation of
financial statements of foreign operations,
net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(99,404) 928,903
Other comprehensive income/(loss) for the period,
net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118614,450 (229,046)
Total comprehensive income for the period /H1118/H1118/H1118/H1118 15,476,084 11,039,071
Attributable to:
Owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,508,266 10,177,919
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118967,818 861,152
15,476,084 11,039,071
Earnings per share (“EPS”) for profit
attributable to owners of the Company
Basic (in RMB per share) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812(a) 3.18 2.41
Diluted (in RMB per share) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812(b) 3.18 2.41
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-4 –


--- page 479 ---
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Notes
As at
31 March
2025
As at
31 December
2024
RMB’000 RMB’000
(Unaudited)
ASSETS AND LIABILITIES
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 151,737,630 146,937,736
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 10,077,174 10,003,361
Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118893,898 894,757
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 5,265,786 5,306,438
Investments in associates and joint ventures /H1118/H1118/H1118/H1118/H111816 56,483,298 54,791,525
Financial assets at fair value through profit or loss
(“FVTPL”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 3,138,747 3,135,658
Financial assets at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 11,585,575 11,900,901
Prepayments, deposits and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 25,313,377 19,426,825
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,303,240 24,118,834
289,798,725 276,516,035
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 65,639,666 59,835,533
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 60,350,906 64,265,913
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(a) 261,473 400,626
Prepayments, deposits and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 23,478,787 19,804,706
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 21,421,660 14,282,253
Financial assets at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 43,910,963 53,309,701
Bank balances, deposits and cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 315,235,089 298,243,356
530,298,544 510,142,088
Current liabilities
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 191,098,136 179,476,484
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(b) 37,088,532 27,834,446
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 51,745,115 57,141,230
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 38,588,316 42,373,738
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 183,934 182,379
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 899,889 2,116,017
Income tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,604,831 8,047,240
328,208,753 317,171,534
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118202,089,791 192,970,554
Total assets less current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
491,888,516 469,486,589
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-5 –


--- page 480 ---
Notes
As at
31 March
2025
As at
31 December
2024
RMB’000 RMB’000
(Unaudited)
Non-current liabilities
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 24,003,973 22,197,549
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(b) 5,215,845 5,400,795
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 98,240,364 94,611,079
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 571,789 662,814
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,209,610 1,231,236
Provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 73,507,580 71,926,943
202,749,161 196,030,416
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118289,139,355 273,456,173
EQUITY
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 4,403,395 4,403,466
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118257,154,252 242,526,566
Equity attributable to owners of the Company /H1118/H1118/H1118/H1118 261,557,647 246,930,032
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,581,708 26,526,141
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118289,139,355 273,456,173
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-6 –


--- page 481 ---
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to owners of the Company
Non-
controlling
interests
Total
equity
Share
capital
Treasury
shares
Capital
reserve
Other
comprehensive
income reserve
Special
reserve
Statutory
reserve
Retained
earnings Sub-total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 30 Note 30
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,403,466 (2,712,804) 114,886,972 (348,637) 35,551 2,194,779 128,470,705 246,930,032 26,526,141 273,456,173
Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – 13,962,558 13,962,558 899,076 14,861,634
Other comprehensive income for the period /H1118 – – – 545,708 – – – 545,708 68,742 614,450
Total comprehensive income for the
period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 545,708 – – 13,962,558 14,508,266 967,818 15,476,084
Transfer of other comprehensive income to
retained earnings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (65,091) – – 65,091 – – –
Share-based compensation expenses /H1118/H1118/H1118/H1118/H1118– – 107,518 – – – – 107,518 2,475 109,993
Dividends declared /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – – – (98,000) (98,000)
Capital injection /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – – – 235,710 235,710
Provision of special reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 30,386 – – 30,386 3,380 33,766
Utilisation of special reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (17,696) – – (17,696) (802) (18,498)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(71) 1,412 (5,855) – – – 3,655 (859) (55,014) (55,873)
Transactions with owners /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(71) 1,412 101,663 (65,091) 12,690 – 68,746 119,349 87,749 207,098
As at 31 March 2025 (Unaudited) /H1118/H1118/H1118/H1118/H11184,403,395 (2,711,392) 114,988,635 131,980 48,241 2,194,779 142,502,009 261,557,647 27,581,708 289,139,355
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-7 –


--- page 482 ---
Attributable to owners of the Company
Non-
controlling
interests
Total
equity
Share
capital
Treasury
shares
Capital
reserve
Other
comprehensive
income reserve
Special
reserve
Statutory
reserve
Retained
earnings Sub-total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 30 Note 30
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,399,041 (1,572,972) 87,326,214 1,528,223 9,355 2,192,566 103,825,626 197,708,053 22,175,097 219,883,150
Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – 10,582,397 10,582,397 685,720 11,268,117
Other comprehensive (loss)/income for the
period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118- – – (404,478) – – – (404,478) 175,432 (229,046)
Total comprehensive (loss)/income for the
period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118- – – (404,478) – – 10,582,397 10,177,919 861,152 11,039,071
Transfer of other comprehensive income to
retained earnings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (20,815) – – 20,815 – – –
Share-based compensation expenses /H1118/H1118/H1118/H1118/H1118– – 234,089 – – – – 234,089 2,767 236,856
Capital injection /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (393,376) – – – – – (393,376) 89,899 (303,477)
Provision of special reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 3,370 – – 3,370 1,764 5,134
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118- – (180) – – – – (180) (392,162) (392,342)
Transactions with owners /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118- (393,376) 233,909 (20,815) 3,370 – 20,815 (156,097) (297,732) (453,829)
As at 31 March 2024 (Unaudited) /H1118/H1118/H1118/H1118/H11184,399,041 (1,966,348) 87,560,123 1,102,930 12,725 2,192,566 114,428,838 207,729,875 22,738,517 230,468,392
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-8 –


--- page 483 ---
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Cash flows from operating activities
Proceeds from sales of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111,139,836 102,413,594
Proceeds from refund of other tax and surcharges /H1118/H1118/H1118/H1118/H11181,395,114 3,186,711
Cash received related to other operating activities /H1118/H1118/H1118/H1118/H1118125,226 486,013
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,571,226 1,725,910
Proceeds from other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,875,664 2,352,792
Cash paid for material and services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(69,577,367) (68,969,931)
Cash paid for salaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,189,748) (5,633,347)
Income tax and other taxes paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,120,777) (5,717,763)
Cash paid related to other operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,350,917) (1,486,067)
Net cash generated from operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,868,257 28,357,912
Cash flows from investing activities
Proceeds from disposal of associates, joint ventures and
financial assets at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,598,211 135,951
Proceeds from disposal of property, plant and
equipment, intangible assets and prepaid lease
payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,260 14,952
Proceeds from investment income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118183,232 33,934
Proceeds from other investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 11,111
Purchase of property, plant and equipment, intangible
assets and prepaid lease payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10,342,606) (7,081,546)
Investments in associates, joint ventures and financial
assets at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,131,508) (70,747)
Cash outflows from acquisition of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (210,693)
Payments for other investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(108,144) (740,817)
Net cash used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(17,770,555) (7,907,855)
Cash flows from financing activities
Capital contributions from non-controlling interests /H1118/H1118/H1118235,710 89,899
Proceeds from borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,482,923 11,920,790
Proceeds from other financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869,264 –
Repayment of borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,911,352) (5,090,699)
Interest paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(721,269) (790,260)
Dividend paid to owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,284,939) –
Dividend paid to non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(98,000) (22,940)
Payments for other financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(70,925) (602,526)
Net cash generated from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118701,412 5,504,264
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-9 –


--- page 484 ---
Three months ended 31 March
Note 2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Net increase in cash and cash equivalents /H1118/H1118/H1118/H1118/H111815,799,114 25,954,321
Cash and cash equivalents at the beginning of
the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118270,159,734 238,165,487
Effect of foreign exchange rate changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118341,988 (1,011,613)
Cash and cash equivalents at the end of
the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 286,300,836 263,108,195
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-10 –


--- page 485 ---
NOTES TO THE INTERIM FINANCIAL INFORMATION
1. GENERAL INFORMATION
The Company was a limited liability company incorporated in the People’s Republic of China (the “PRC”) on
16 December 2011 and changed to a joint stock limited company on 15 December 2015. The Company’s A shares
are listed on Shenzhen Stock Exchange on 11 June 2018. The address of the Company’s registered office and its
principal place of business is No. 2, Xingang Road, Zhangwan Town, Jiaocheng District, Ningde City, Fujian
Province, the PRC.
During the three months ended 31 March 2025, the Company and its subsidiaries are principally engaged in
the research, development, production and sales of electric vehicle (“EV”) batteries and energy storage system
(“ESS”) batteries.
In the opinion of the directors, the Company’s ultimate holding company is Xiamen Ruiting Investment Co.,
Ltd., a company incorporated in the PRC and controlled by Mr. Zeng Yuqun.
In this Interim Financial Information, certain English names of the companies referred herein represent
management’s best effort to translate the Chinese names of the companies as no English names have been registered.
2. BASIS OF PRESENTATION AND PREPARATION
The Interim Financial Information has been prepared in accordance with International Accounting Standard 34
“Interim Financial Reporting” issued by the International Accounting Standards Board.
The Interim Financial Information has been prepared in accordance with the same accounting policies and
critical accounting estimates and judgments adopted in the historical financial information for the years ended 31
December 2022, 2023 and 2024 (the “Historical Financial Information”) as disclosed in Appendix I to the prospectus
issued by the Company.
The Interim Financial Information does not include all of the information and disclosures required for a full
set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRSs”).
Accordingly, this Interim Financial Information should be read in conjunction with the Historical Financial
Information.
3. ADOPTION OF NEW AND AMENDED IFRSs
Amended IFRSs that are effective for annual periods beginning on 1 January 2025
The adoption of amended IFRSs as described below.
Amendments to IAS 21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Lack of Exchangeability
The adoption of these amended IFRSs had no material impact on the Interim Financial Information.
Issued but not yet effective IFRSs
The Group has not early adopted the following new and amended IFRSs which have been issued but are not
yet effective:
Amendments to IFRS 10 and IAS 28 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Sale or Contribution of Assets between an Investor
and its Associate or Joint Venture 3
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Amendments to the Classification and Measurement
of Financial Instruments 1
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Contracts Referencing Nature-dependent Electricity 1
IFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial
Statements 2
IFRS 19 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability:
Disclosures 2
Annual Improvements to IFRSs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Annual Improvements to IFRS Accounting
Standards – V olume 11 1
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-11 –


--- page 486 ---
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual periods beginning on or after 1 January 2027
3 Effective date not yet determined
The Group has already commenced an assessment of the impact of these new and amended IFRSs, certain of
which are relevant to the Group’s operations. According to the preliminary assessment made by management, no
significant impact on the financial performance and positions of the Group is expected when they become effective.
4. REVENUE AND SEGMENT INFORMATION
4.1 Revenue
The Group’s principal activities are disclosed in Note 1 to the Interim Financial Information. The Group
derives revenue from the transfer of goods and services at a point in time or services over time are analysed as
follows:
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Type of goods and services
– EV batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,167,027 55,431,659
– ESS batteries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,490,893 13,571,544
– Battery materials and recycling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,762,911 6,335,279
– Battery mineral resources /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,536,315 1,079,712
– Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,747,443 3,352,585
84,704,589 79,770,779
Timing of revenue recognised
– At a point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884,392,553 79,459,820
– Over time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118312,036 310,959
84,704,589 79,770,779
4.2 Segment information
The operating segment is reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. Management reviews the performance of the Group as a single operating segment based
on the internal organisation structure, management requirements and internal reporting system. No separate analysis
of the segment results by reportable segment is necessary.
Geographical information
The following table sets out the information about the geographical location of the Group’s revenue from
external customers. The geographical location of customers is based on the location at which the services are
provided or the goods are delivered.
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Revenue from external customers
– Mainland China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,575,604 55,777,884
– Other countries/regions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,128,985 23,992,895
84,704,589 79,770,779
The geographical location of non-current assets, mainly comprised of property, plant and equipment (excluding
exterior facilities and others), is based on the physical location of these assets. As at 31 March 2025 and 31 December
2024, more than 80% of the Group’s non-current assets are located in the PRC.
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-12 –


--- page 487 ---
Information about major customers
Revenue from external customers which individually contributed over 10% of the Group’s revenue during the
three months ended 31 March 2025 and 2024 is as follows:
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Revenue from external customers
Customer A (Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,160,756 12,731,412
Customer B (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,912,025 N/A
Notes:
(a) The revenue contributed from the customer A is derived from sales of EV batteries and ESS batteries.
(b) The revenue contributed from the customer B is derived from sales of EV batteries during the three
months ended 31 March 2025. The corresponding revenue did not individually contribute over 10% of
the Group’s revenue during the three months ended 31 March 2024.
5. OTHER INCOME AND OTHER GAINS AND LOSSES, NET
(a) Other income
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,384,036 2,632,484
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,149,198 3,205,824
5,533,234 5,838,308
(b) Other gains and losses, net
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Fair value gains/(losses) on financial assets at FVTPL /H1118/H1118/H1118/H1118/H111825,565 (73,451)
Losses on disposal of property, plant and equipment,
right-of-use assets and intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,566) (17,704)
(Losses)/Gains on disposal/deemed disposal of investments in
subsidiaries, associates and joint ventures, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(147,286) 180,941
Interest income from financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,809 30,337
Losses from derecognition of financial assets at FVTOCI /H1118/H1118/H1118 (134,561) (68,835)
Net foreign exchange gains/(losses) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118722,561 (1,819,897)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,003 (29,336)
607,525 (1,797,945)
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-13 –


--- page 488 ---
6. RESEARCH AND DEVELOPMENT EXPENSES
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Employee benefit expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,304,965 2,216,064
Material cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,021,106 737,394
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,487,932 1,386,747
4,814,003 4,340,205
7. EXPENSES BY NATURE
Expenses included in cost of sales, research and development expenses, selling expenses and administrative
and other operating expenses are analysed as follows:
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Depreciation
– Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,739,532 6,111,653
– Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118110,997 89,305
5,850,529 6,200,958
Provision for/(Reversal of) for impairment losses
on assets, net
– Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,155,102 522,535
– Contract assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(45,163) (14,978)
– Trade and other receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118131,798 267,717
1,241,737 775,274
Amortisation of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,529 52,883
Auditor’s remuneration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,300 4,960
Direct cost of inventories recognised as an expense /H1118/H1118/H1118/H1118/H1118/H1118/H111844,700,164 49,436,298
Short-term lease charges /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133,939 179,128
8. EMPLOYEE BENEFIT EXPENSES
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Salaries, allowances, discretionary bonuses, benefits in kind
and retirement scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,921,490 7,311,998
Share-based compensation expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,993 236,856
9,031,483 7,548,854
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-14 –


--- page 489 ---
9. FINANCE COSTS
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Interest expenses on borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118808,155 1,087,632
Interest expenses on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,983 19,726
823,138 1,107,358
Less: interest capitalised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(40,187) (58,994)
782,951 1,048,364
10. INCOME TAX EXPENSE
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Current income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,845,219 3,927,473
Deferred income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,331,822) (1,922,894)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,513,397 2,004,579
PRC Enterprise Income Tax (“EIT”)
The income tax provision of certain PRC entities of the Group has been calculated at the statutory tax rate of
25% on the estimated assessable profits for the three months ended 31 March 2025 and 2024, based on the existing
legislation, interpretations and practices in respect thereof.
The preferential income tax rate applicable to certain subsidiaries of the Group within the scope of the China’s
Western Development Programme was 15% for the three months ended 31 March 2025 and 2024.
Pursuant to the relevant laws and regulations in the PRC, certain PRC subsidiaries of the Group obtained the
High and New Technology Enterprises qualification and benefit from a preferential tax rate of 15%.
Pursuant to the relevant laws and regulations in the PRC, one of the PRC subsidiaries is a key software
enterprise encouraged by the state, and it will be exempted from EIT from the first year to the fifth year from the
year of profit, and the EIT will be taxed at 10% starting from the sixth year. The subsidiary recorded profit since
2022.
Hong Kong Profits Tax
The provision for Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profits for the three
months ended 31 March 2025 and 2024.
Corporate income tax in other jurisdictions
Taxation for overseas subsidiaries is charged at the appropriate current rates of taxation ruling in the relevant
countries. The income tax rates of the subsidiaries in Germany and Hungary are 30.175% to 32.975% and 11.3%,
respectively for the three months ended 31 March 2025 and 2024.
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-15 –


--- page 490 ---
11. DIVIDENDS
The final dividends of RMB45.53 per 10 shares (tax inclusive) in respect of the year ended 31 December 2024
were approved in 2024 Annual General Meeting of the Group on 8 April 2025. The final dividends have not been
recognised as a liability but reflected as an appropriation of retained profits for the year ended 31 December 2024.
The final dividends were paid on 22 April 2025.
12. EPS ATTRIBUTABLE TO OWNERS OF THE COMPANY
(a) Basic EPS
Basic EPS is calculated by dividing the profit attributable to owners of the Company by the weighted average
number of ordinary shares in issue during the three months ended 31 March 2025 and 2024, excluding treasury shares
held for share schemes as these shares are not considered outstanding for EPS calculation purposes.
The following table illustrates the earnings and share information used in the calculation of basic EPS:
Three months ended 31 March
2025 2024
(Unaudited) (Unaudited)
Profit attributable to owners of the Company used in
calculating basic EPS (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,962,558 10,582,397
Weighted average number of ordinary shares in issue
(thousand shares) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,387,403 4,385,173
Basic EPS (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.18 2.41
(b) Diluted EPS
The share schemes granted by the Company and the subsidiaries have potential dilutive effect on the EPS.
Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding, excluding
treasury shares held for share schemes, by the assumption of the conversion of all potential dilutive ordinary shares
arising from share schemes (collectively forming the denominator for computing the diluted EPS).
Three months ended 31 March
2025 2024
(Unaudited) (Unaudited)
Profit attributable to owners of the Company used in
calculating diluted EPS (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,962,558 10,582,397
Weighted average number of ordinary shares in issue
(thousand shares) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,387,403 4,385,173
Adjustments for potential shares arising from share schemes
(thousand shares) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118511 2,979
Weighted average number of ordinary shares used in
calculating diluted EPS (thousand shares) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,387,914 4,388,152
Diluted EPS (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.18 2.41
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-16 –


--- page 491 ---
13. PROPERTY, PLANT AND EQUIPMENT
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Properties and buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,862,685 56,522,165
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,376,409 51,794,473
Transportation equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118186,247 169,534
Electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,023,622 993,923
Special equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,534,265 2,953,344
Other equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118159,438 155,614
Exterior facilities and others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,373,264 4,593,980
Construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,221,700 29,754,703
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118151,737,630 146,937,736
Notes:
(a) The carrying amounts of the properties and buildings amounted to RMB12,515,530,000 and
RMB13,949,065,000 as at 31 March 2025 and 31 December 2024, respectively, are in the process of
obtaining the property ownership certificates. The directors of the Company are of the opinion that the
relevant certificates would be obtained in the near future, the Group is entitled to lawfully and validly
occupy and use the buildings, and therefore the aforesaid matter did not have any significant impact on
the Group’s Interim Financial Information.
The Group has pledged certain property, plant and equipment with the following carrying amounts to
secure borrowings granted to the Group. Details of the Group’s assets pledged for the Group’s
borrowings are disclosed in Note 33 to the Interim Financial Information.
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Properties and buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,439,951 5,454,799
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,243,235 1,340,692
Construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118298,628 334,977
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,981,814 7,130,468
(b) Depreciation of the Group’s property, plant and equipment has been recognised as follows:
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Properties and buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118854,685 654,277
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,337,941 4,950,106
Transportation equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,753 7,537
Electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118103,010 98,711
Special equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,298 22,091
Other equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,410 35,187
Exterior facilities and others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118348,435 343,744
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,739,532 6,111,653
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-17 –


--- page 492 ---
14. RIGHT-OF-USE ASSETS
The carrying amount of the Group’s right-of-use assets is analysed as follows:
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Prepaid lease payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,231,146 9,113,366
Leased properties and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118846,028 889,995
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,077,174 10,003,361
Certain prepaid lease payments are pledged for the Group’s borrowings, details are disclosed in Note 33 to the
Interim Financial Information.
Depreciation of the Group’s right-of-use assets has been recognised as follows:
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Prepaid lease payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,780 51,833
Leased properties and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,217 37,472
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118110,997 89,305
15. INTANGIBLE ASSETS
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Patent rights and non-patented technologies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118418,535 440,760
Software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118358,656 374,043
Mining and exploration rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,425,865 4,428,905
Trademarks and domain names /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,730 62,730
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,265,786 5,306,438
Amortisation of the Group’s intangible assets has been recognised as follows:
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Patent rights and non-patented technologies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,514 25,697
Software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,975 21,258
Mining and exploration rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,040 5,928
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,529 52,883
Certain intangible assets are pledged as security for the Group’s borrowings, details are disclosed in Note 33
to the Interim Financial Information.
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-18 –


--- page 493 ---
16. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
(a) Investments in associates
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
At the beginning of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,327,031 48,967,835
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,847,671 43,550
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,070,450) (59,493)
Share of results, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,480,596 696,252
Share of other comprehensive income, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118420,500 48,745
Share of non-controlling interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,246 –
Gains on deemed disposal of investments in associates /H1118/H1118/H1118/H1118/H1118 – 72,474
Change in other equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,350 –
Dividends declared /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (76)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,253) (11,586)
Unrealised loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(109,855) –
At the end of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,965,836 49,757,701
The Group’s investments in associates mainly included the investments in CMOC Group Limited, which is a
public listed company.
There was no other associate of the Group as at 31 March 2025 which, in the opinion of the directors, was
material to the Group.
(b) Investments in joint ventures
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
At the beginning of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,464,494 1,059,859
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,000 –
Share of results, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,032) (30,381)
Transfer to a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (200,900)
At the end of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,517,462 828,578
Investments in joint ventures of the Group are mainly included the investments in Fujian Contemporary
Mindong New Energy Industry Equity Investment Partnership (Limited Partnership) and Fujian Contemporary
Zeyuan Equity Investment Fund Partnership (Limited Partnership).
There was no joint venture of the Group as at 31 March 2025 which, in the opinion of the directors, was
material to the Group.
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-19 –


--- page 494 ---
17. FINANCIAL ASSETS AT FVTPL
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Non-current
Equity investments at fair value (Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,138,747 3,135,658
Current
Equity investments at fair value (Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118410,148 –
Wealth management products and structured
deposits (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,011,512 14,282,253
21,421,660 14,282,253
24,560,407 17,417,911
Notes:
(a) Financial assets at FVTPL comprise listed and unlisted equity securities which are held for trading.
(b) The wealth management products are managed by licensed financial institutions to invest principally in
certain financial assets.
18. FINANCIAL ASSETS AT FVTOCI
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Non-current
Equity investments at fair value (Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,585,575 11,900,901
Current
Trade and bills receivables measured at FVTOCI (Note (b)) /H1118/H1118 43,910,963 53,309,701
55,496,538 65,210,602
Notes:
(a) Financial assets at FVTOCI comprise listed and unlisted equity investments which are not held for
trading.
(b) Certain bills held by the Group for the practice of discounting/endorsing to financial
institutions/suppliers before the bills maturity date were classified as “trade and bills receivables
measured at FVTOCI” under financial assets at FVTOCI in the condensed consolidated statement of
financial position. As at 31 March 2025 and 31 December 2024, all the bills are with a maturity period
of less than 12 months. The Group considers the credit risk is limited because counterparties are
financial institutions with good credit standing and are highly likely to be paid, and the ECL are
considered as insignificant.
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-20 –


--- page 495 ---
19. INVENTORIES
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,806,641 11,427,292
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,748,473 11,788,174
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,467,604 38,994,567
Costs to fulfil a contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,512,338 3,684,683
72,535,056 65,894,716
Less: provision for impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,895,390) (6,059,183)
65,639,666 59,835,533
20. TRADE AND BILLS RECEIV ABLES
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,869,049 66,776,402
Less: ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,686,620) (2,640,892)
Trade receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,182,429 64,135,510
Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118168,477 130,403
60,350,906 64,265,913
Certain trade and bills receivables are pledged as security for the Group’s borrowings, details are disclosed in
Note 33 to the Interim Financial Information.
The aging analysis of trade receivables (based on date of revenue recognition), net of ECL allowance, is as
follows:
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
0 – 90 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,652,242 59,868,001
91 – 365 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,838,654 3,850,339
Over 365 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118691,533 417,170
60,182,429 64,135,510
Movements in ECL allowance on trade receivables are as follows:
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
At the beginning of the period/year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,640,892 2,044,923
ECL allowance recognised, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,917 611,041
Written off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(76) (13,998)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(113) (1,074)
At the end of the period/year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,686,620 2,640,892
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-21 –


--- page 496 ---
As at 31 March 2025 and 31 December 2024, all the Group’s bills receivable are neither past due nor impaired.
The Group expects that there is no significant credit risk associated with bills receivable since they are held with
state-owned or reputable banks in the PRC. The directors do not expect that there will be any significant credit losses
from non-performance by these counterparties. No provision for loss allowance was made during the three months
ended 31 March 2025 and 2024.
21. CONTRACT ASSETS AND CONTRACT LIABILITIES
(a) Contract assets
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118266,230 450,546
Less: ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,757) (49,920)
261,473 400,626
Contract assets primarily arise from the sales of battery-related business.
(b) Contract liabilities
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,088,532 27,834,446
Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,215,845 5,400,795
42,304,377 33,235,241
The Group receives payments of the contract from customers based on billing schedule as set out in the
contracts for providing new energy applications including EV batteries, ESS batteries, sales of battery materials and
recycling.
22. PREPAYMENTS, DEPOSITS AND OTHER ASSETS
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Non-current
Deposits (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,898,097 8,910,741
Finance lease receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118176,608 151,342
Prepayment on construction and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,755,815 8,504,151
Prepayment for inventories (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,355,144 1,732,644
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118127,713 127,947
25,313,377 19,426,825
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-22 –


--- page 497 ---
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Current
Deposits and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,588,034 2,590,956
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,417,713 5,969,685
Finance lease receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878,040 72,972
Interest receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,088,565 5,268,637
Prepaid corporate income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,966 37,804
Other tax receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,236,913 6,199,640
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118482,308 49,021
Less: ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(462,752) (384,009)
23,478,787 19,804,706
48,792,164 39,231,531
Note: As at 31 March 2025 and 31 December 2024, there are prepayment for inventories due from an associate
of RMB1,355,144,000 and RMB1,732,644,000, respectively and deposits due from an associate of
RMB8,898,097,000 and RMB8,910,741,000, respectively.
Movements in ECL allowance on deposits and other assets are as follows:
Stage 1 Stage 2 Stage 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118101,922 – 108,070 209,992
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118243,737 – 17,748 261,485
Written off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(87,055) – – (87,055)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(413) – – (413)
As at 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118258,191 – 125,818 384,009
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,881 – – 85,881
Written off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,180) – – (7,180)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 2–– 4 2
As at 31 March 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118336,934 – 125,818 462,752
23. DERIV ATIVE FINANCIAL INSTRUMENTS
The Group’s derivative financial instruments are measured at fair value and are summarised below:
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Cash flow hedge
– Foreign exchange risk contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(643,542) (1,813,628)
– Commodity price risk contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,817 (2,962)
(629,725) (1,816,590)
Fair value hedge
– Foreign exchange risk contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(270,164) (299,427)
(899,889) (2,116,017)
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-23 –


--- page 498 ---
24. BANK BALANCES, DEPOSITS AND CASH
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118286,300,836 270,159,734
Time deposits and restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,934,253 28,083,622
315,235,089 298,243,356
Certain restricted cash is pledged as security for the Group’s borrowings, details are disclosed in Note 33 to
the Interim Financial Information.
25. TRADE AND BILLS PAYABLES
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Trade payables
– that are not part of supplier finance arrangement (“SFA”) /H1118/H1118 63,910,539 67,757,752
– that are part of SFA (Note 31) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,343,432 44,362,409
111,253,971 112,120,161
Bills payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,844,165 67,356,323
191,098,136 179,476,484
As at 31 March 2025 and 31 December 2024, there were no significant trade payables aged over 1 year (on
invoice date basis).
Details of the Group’s assets pledged for the Group’s bills payable are disclosed in Note 33 to the Interim
Financial Information.
26. OTHER PAYABLES AND ACCRUALS
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Non-current
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,847,636 22,041,069
Premium payables on acquiring mining rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118156,337 156,480
24,003,973 22,197,549
Current
Accrued expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,203,672 4,541,876
Construction and equipment payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,408,524 18,857,247
Dividend payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,400,161
Deposits received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,410,111 4,478,969
Employee benefits payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,320,028 18,653,079
Other tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,823,056 3,447,398
Premium payables on acquiring mining rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,617 21,582
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,556,107 1,740,918
51,745,115 57,141,230
75,749,088 79,338,779
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-24 –


--- page 499 ---
27. BORROWINGS
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Pledged borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118477,423 554,816
Mortgaged borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,985,604 6,011,659
Mortgaged and guaranteed borrowings (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,689,546 10,840,360
Guaranteed borrowings (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,784,306 36,444,429
Credit borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,960,736 62,215,700
Secured other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,545,957 1,483,457
Corporate bonds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,385,108 19,434,396
Total borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118136,828,680 136,984,817
Less: current portion
Pledged borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,903 97,159
Mortgaged borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118959,026 958,614
Mortgaged and guaranteed borrowings (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,014,975 881,289
Guaranteed borrowings (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,365,670 2,968,507
Credit borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,688,889 29,922,939
Secured other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,957 33,457
Corporate bonds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,470,896 7,511,773
38,588,316 42,373,738
98,240,364 94,611,079
As at 31 March 2025 and 31 December 2024, the borrowings bear effective interest rates from 1.80% to 5.28%
and 1.74% to 5.48% per annum, respectively.
Note: The amounts were guaranteed by the Company and certain subsidiaries within the Group.
During the three months ended 31 March 2025 and 2024, the Group did not violate any financial covenants
under the agreements of borrowings. The Group’s borrowings were repayable as follows:
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Analysed as:
Bank borrowings
– Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,071,463 34,828,508
– Over 1 year but within 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,103,836 22,611,084
– Over 2 years but within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,946,464 36,384,553
– Over 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,775,852 22,242,819
115,897,615 116,066,964
Other borrowings
– Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,957 33,457
– Over 2 years but within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118750,000 700,000
– Over 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118750,000 750,000
1,545,957 1,483,457
Corporate bonds
– Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,470,896 7,511,773
– Over 1 year but within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,433,394 8,414,035
– Over 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,480,818 3,508,588
19,385,108 19,434,396
136,828,680 136,984,817
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-25 –


--- page 500 ---
28. LEASE LIABILITIES
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118183,934 182,379
Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118571,789 662,814
755,723 845,193
The total cash outflows for the leases including short-term leases for the three months ended 31 March 2025
and 2024 were RMB151,741,000 and RMB183,185,000, respectively.
29. PROVISIONS
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
After-sale service fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,717,471 39,070,181
Sale rebate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,653,143 32,721,170
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118136,966 135,592
73,507,580 71,926,943
30. SHARE CAPITAL AND TREASURY SHARES
The changes in share capital are as follows:
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Issued and fully paid:
At the beginning of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,403,466 4,399,041
Shares issued under restricted stock incentive
plan (Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(71) –
At the end of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,403,395 4,399,041
Number of ordinary shares (in thousands) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,403,395 4,399,041
The changes in treasury shares are as follows:
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Paid-in capital/Nominal value of ordinary shares:
At the beginning of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,712,804 1,572,972
Shares issued under restricted stock incentive
plan (Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,412) –
Repurchase of shares (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 393,376
At the end of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,711,392 1,966,348
Number of treasury shares (in thousands) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,992 15,123
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-26 –


--- page 501 ---
Notes:
(a) On 24 February 2025, a total of 71,547 restricted shares granted in 2019 Incentive Plan was cancelled,
as participants have resigned or did not meet the performance requirements. Therefore, the share capital
of RMB71,547, treasury stock of RMB1,412,293 and capital reserve of RMB1,340,746 were reduced.
(b) For the three months ended 31 March 2024, a total of 2,522,718 A shares have been repurchased, and
treasury stocks amounted to RMB393,376,247, including transaction cost of RMB98,338, therefore
were recognised. The shares were repurchased with an average price of RMB155.93 per share.
31. SFA
The Group introduces a third-party supply chain information service platform to provide services to its
suppliers with the Group’s electronic debt certificates. The Group’s payment obligations under the electronic debt
certificates are unconditional and irrevocable, and unaffected by any commercial disputes between the parties
involved in the transfer of the electronic debt certificates. The Group shall not claim set-off or raise any defense
against the payment obligations. According to the business rules, the Group shall settle the amounts stated in the
electronic debt certificates on the payment date. The electronic debt certificates are transferable and financially
viable.
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Carrying amount of financial liabilities that are
part of SFA
Presented as part of:
– Trade and bills payables (Note 25) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,343,432 44,362,409
Payments have been received by the suppliers from the
finance providers:
– Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,349,583 33,088,172
The range of payment due dates for the liabilities presented as trade and bills payables that are part of SFA
and those comparable trade payables that are not part of SFA had no significant changes. The payment days are
generally within 90 days.
32. FINANCIAL GUARANTEE CONTRACT
The Group has executed guarantees with respect to loans and factoring to its significant related parties and
third parties. Under the guarantees, the Group would be liable to pay the lender if the lender is unable to recover the
loans and factoring. As at 31 March 2025 and 31 December 2024, the outstanding balance of the loans and factoring
represents the Group’s maximum exposure under the financial guarantee contract.
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Guarantees to related parties
Original amount of loans and factoring /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,352,313 3,354,506
Guarantee amount executed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118678,098 678,221
Outstanding balance of guarantee amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118560,738 537,653
Guarantees to third parties
Original amount of loans and factoring /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,620,000 6,620,000
Guarantee amount executed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,512,000 10,512,000
Outstanding balance of guarantee amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,796,000 3,796,000
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-27 –


--- page 502 ---
33. PLEDGED ASSETS
The Group’s certain assets have been pledged to secure bills payable, borrowings and banking facilities granted
to the Group. The carrying amounts of the pledged assets of the Group as at 31 March 2025 and 31 December 2024
are as follows:
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,981,814 7,130,468
Prepaid lease payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,415,384 1,423,029
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118127,086 127,098
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118170,314 132,403
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,548,994 23,339,555
32,243,592 32,152,553
34. COMMITMENTS
(a) Capital commitments
As at 31 March 2025 and 31 December 2024, capital commitments contracted but not provided for in the
Interim Financial Information are as follows:
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Contracted, but not provided for, net of deposits
– Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,086,741 11,268,941
(b) As lessee
As at 31 March 2025 and 31 December 2024, the Group’s lease commitments for short-term leases are as
follows:
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118420,182 353,690
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-28 –


--- page 503 ---
35. RELATED PARTY TRANSACTIONS
Other than as disclosed in elsewhere to the Interim Financial Information, the Group entered into the following
material related party transactions during the three months ended 31 March 2025 and 2024.
(a) Relationships with related parties
Name of related party Relationship with the Group
Anmai Contemporary Intelligent Manufacturing (Ningde)
Co., Ltd.* (˾౽ঐႡி(ྐྵᅃ)ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
AutoFlightx Inc. and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Associate of the Group from August 2024
Avita Technology (Chongqing) Co., Ltd.* (Ҧ(ᅅ)
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Beijing Kuche Yimei Network Technology Co., Ltd.*
(ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Changzhou Liyuan New Energy Technology Co., Ltd.
(ʮ̡) and its subsidiaries /H1118/H1118/H1118/H1118/H1118
Associates of the Group
Changzhou Mengteng Intelligent Equipment Co., Ltd.*
(ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group before February
2025
China Automotive Battery Research Institute Co., Ltd.*
(ப΂ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
CMOC Group Limited (ʮ̡) and
its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Foshan Huapu Gas Technology Co., Ltd.* (߅
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Fujian Contemporary Nebula Technology Co., Ltd.* (ࣛܔ
ʮ̡)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Fujian Hongda Contemporary Amperex Technology Co.,
Ltd.* (ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Fujian Ningde Zhixiang Unlimited Technology Co., Ltd.*
(ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118
Associates of the Group
Fujian Yongfu Power Engineering Co., Ltd.* (͑၅ཥɢ
ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Ganghua Times Smart Energy Technology (Suzhou) Co.,
Ltd.* (Ҧ(ᘽψ)ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Geo Micro Devices (Xiamen) Co., Ltd.* (̒ኬ᜗(ژ)
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Guian New Area Zhongke Xingcheng Graphite Co., Ltd.*
(ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Guizhou Phosphating New Energy Technology Co., Ltd.*
(ப΂ʮ̡)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Guoning Xinchu (Fujian) Technology Co., Ltd.* ( ਷ྐྵอᎷ
(ܔ)ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group from April
2024
Hangzhou Anmaisheng Intelligent Technology Co., Ltd.*
(ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Henan Yuexin Times New Energy Technology Co., Ltd.*
(ʮ̡)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Jiangxi Chunyou Lithium Industry Co., Ltd.* (ʾ቞ุ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Jiangxi Shenghua New Materials Co., Ltd.* (ࣘ
ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group before August
2024
Newstride Technology Limited and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Associates of the Group
Ningde Huizhi Magnesium Aluminum Technology Co., Ltd.*
(ʮ̡) formerly known as Ningde
Wenda Magnesium Aluminum Technology Co., Ltd.*
(ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Ningde Times Kostar Technology Co., Ltd.* (ɻ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-29 –


--- page 504 ---
Name of related party Relationship with the Group
Ningxiang Jinli-Brunp Environmental Technology Co., Ltd.*
(ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
PT Sumberdaya Arindo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118An associate of the Group
PT. QMB New Energy Materials (ʮ
̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Qujing Lintie Technology Co., Ltd.* (ʮ
̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Shandong Genyuan New Materials Co., Ltd.* (㧄ʩอҿ
ʮ̡) and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Shanghai Core Times New Energy Technology Co., Ltd.*
(ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Shanghai Jieneng Zhidian New Energy Technology Co.,
Ltd.* (ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Shanghai Qiyuanxin Power Technology Co., Ltd.* ( ɪऎ઼๕
ʮ̡)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Shanghai Shanshan Lithium Battery Material Technology
Co., Ltd.* (ʮ̡) and its
subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Shenzhen Gecko New Energy Vehicle Technology Co., Ltd.*
(ʮ̡)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Shenzhen Geesun Intelligent Technology Co., Ltd. ( ଉέΛජ
ʮ̡) and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Shenzhen Shengde New Energy Technology Co., Ltd.* ( ଉέ
ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Times Guangqi Power Battery Co., Ltd.* (˾ਗɢཥϫ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Times Smart Technology (Fujian) Co., Ltd.* (Ҧ
(ܔ)ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
United Auto Battery System Co., Ltd. (˾ਗɢཥϫӻ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Wuxi Lead Intelligent Equipment Co., Ltd. ( ೌ፼΋ኬ౽ঐༀ
ʮ̡) and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group before March
2025
Xiamen Xinnengda Technology Co., Ltd.* (Ҧ
ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Yibin Tianyi Lithium Technology Innovation Co., Ltd.
(ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Yichun Longpan Era Lithium Industry Technology Co., Ltd.*
(ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An associate of the Group
Yifeng Huaqiao Yongtuo Mining Co., Ltd.* (ן
ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associates of the Group
Chengdu Electric Service Trading Investment Energy
Technology Co., Ltd.* (ʮ̡)/H1118/H1118
A joint venture of the Group
Jinjiang Min Investment Electric Power Storage Technology
Co., Ltd.* (ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A joint venture of the Group
Shanghai Kuaibu New Energy Technology Co., Ltd.*
(ʮ̡) and its subsidiary /H1118/H1118/H1118/H1118/H1118/H1118
Joint ventures of the Group
Hainan Yi’an Business Consulting Co., Ltd.* (͵τਠਕ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A related company controlled by a close-
member of the key management
personnel of the Company before
December 2024
* For Identification only
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-30 –


--- page 505 ---
(b) Transactions with related parties
Three months ended 31 March
2025 2024
RMB’000 RMB’000
(Unaudited) (Unaudited)
Sales transactions
– Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,318,925 1,764,084
– Joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,012 2,786
– A related company or key management personnel /H1118/H1118/H1118/H1118/H1118/H1118/H1118–1 2
1,327,937 1,766,882
Procurement transactions
– Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,718,840 5,035,944
– Joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118635 –
– A related company or key management personnel /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 250
6,719,475 5,036,194
(c) Balances with related parties
As at
31 March 2025
As at
31 December 2024
RMB’000 RMB’000
(Unaudited)
Amounts due from related parties
Trade and bills receivables
– Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,488,127 1,922,006
– Joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,227 28,021
Contract assets
– Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,973 1,974
Prepayments, deposits and other assets
– Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,113,857 13,568,530
– Joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,159 545
14,627,343 15,521,076
Amounts due to related parties
Trade and bills payables
– Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,219,582 4,979,245
– Joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118314 388
Contract liabilities
– Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118122,583 136,215
– Joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,106 17,213
Other payables and accruals
– Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118554,008 2,626,402
– Joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,411 5,423
5,958,004 7,764,886
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-31 –


--- page 506 ---
Note: Trade and bills receivables, contract assets, prepayments, deposits and other assets that related to
payment on construction and equipment, trade and bills payables, contract liabilities and other payables
and accruals are trade in nature.
The remaining receivable balances of RMB142 million and RMB128 million as at 31 March 2025 and
31 December 2024, respectively, mainly related to investing activities which are non-trade in nature,
unsecured and not expected to be settled before the completion of the initial listing of H Shares of the
Company on the Main Board of the Stock Exchange.
36. FAIR V ALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS
Financial assets and liabilities measured at fair value in the consolidated statements of financial position are
grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability and
significance of inputs to the measurements, as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly, and not using significant unobservable inputs.
Level 3: significant unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which the financial asset or liability is categorised in its entirety
is based on the lowest level of input that is significant to the fair value measurement.
(a) Fair value hierarchy
As at 31 March 2025 and 31 December 2024, the financial assets and liabilities measured at fair value on a
recurring basis by the above three levels are analysed below:
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 March 2025 (Unaudited)
Financial assets
Financial assets at FVTPL
– Equity investment at fair value /H1118/H1118 410,148 – 3,138,747 3,548,895
– Wealth management products and
structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 21,011,512 – 21,011,512
Financial assets at FVTOCI
– Equity investments at fair value /H1118/H1118 5,635,216 – 5,950,359 11,585,575
– Trade and bills receivables
measured at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 43,910,963 – 43,910,963
6,045,364 64,922,475 9,089,106 80,056,945
Financial liabilities
Derivative financial instruments /H1118/H1118/H1118899,889 – – 899,889
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-32 –


--- page 507 ---
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2024
Financial assets
Financial assets at FVTPL
– Equity investment at fair value /H1118/H1118/H1118 – – 3,135,658 3,135,658
– Wealth management products and
structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 14,282,253 – 14,282,253
Financial assets at FVTOCI
– Equity investments at fair value /H1118/H1118 6,141,783 – 5,759,118 11,900,901
– Trade and bills receivables
measured at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 53,309,701 – 53,309,701
6,141,783 67,591,954 8,894,776 82,628,513
Financial liabilities
Derivative financial instruments /H1118/H1118/H11182,116,017 – – 2,116,017
During the three months ended 31 March 2025 and 2024, there was no transfer among Level 1, Level 2 and
Level 3.
The following table presents the changes in Level 1, 2 and 3 fair value hierarchy for the three months ended
31 March 2025 and 2024:
Level 1 Level 2 Level 3
Listed
equity
investments
at FVTPL
Listed
equity
investments
at FVTOCI
Derivative
financial
instruments
Wealth
management
products
and
structured
deposits
Trade and
bills
receivables
measured at
FVTOCI
Unlisted
equity
investments
at FVTPL
Unlisted
equity
investments
at FVTOCI
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2025 /H1118/H1118/H1118 – 6,141,783 (2,116,017) 14,282,253 53,309,701 3,135,658 5,759,118
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118410,148 – – 6,706,783 – – 62,086
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (86,045) – – (9,400,472) – –
Fair value (loss)/gain,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (418,947) 1,216,128 22,476 1,734 3,089 129,343
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,575) –––– (188)
As at 31 March 2025
(Unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118410,148 5,635,216 (899,889) 21,011,512 43,910,963 3,138,747 5,950,359
As at 1 January 2024 /H1118/H1118/H1118 – 4,574,590 (3,941,410) 7,767 55,289,319 2,816,190 9,553,728
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 159,000 1,009,945 30,000 –
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (148,287) –––––
Fair value (loss)/gain,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (428,052) (813,344) 35 (37,400) (73,486) (424,435)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 34,93 4–––– 131,847
As at 31 March 2024
(Unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,033,185 (4,754,754) 166,802 56,261,864 2,772,704 9,261,140
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-33 –


--- page 508 ---
(b) Valuation techniques used to determine fair values
The fair value of financial instruments traded in an active market is determined at the quoted market price; and
the fair value of those not traded in an active market is determined by the Group using valuation technique. The
valuation models used mainly comprise market approach, adjusted net assets approach and recent transaction price
approach. The inputs of the valuation technique mainly include volatility, financial data of target companies, market
multiple of comparable companies and discount for lack of marketability.
Assets subject to Level 2 fair value measurement were mainly included wealth management products and
structured deposits and receivables measured at FVTOCI are evaluated by market approach.
Assets subject to Level 3 fair value measurement were mainly included equity investments in unlisted entities
at FVTPL and at FVTOCI. These assets were measured mainly using market approach, adjusted net assets approach
and recent transaction price approach. The judgment of Level 3 of the fair value hierarchy is based on the materiality
of unobservable inputs towards calculation of whole fair value. Significant unobservable inputs mainly include
discount for lack of marketability and price earnings ratio.
The Group did not change any valuation techniques in determining the Level 2 and Level 3 fair values.
37. SUBSEQUENT EVENTS
(a) The final dividends of RMB45.53 per 10 shares (tax inclusive) in respect of the year ended 31 December
2024 were approved in 2024 Annual General Meeting of the Group on 8 April 2025. The final dividends
were paid on 22 April 2025.
(b) As at 7 May 2025, a total of 6,640,986 A shares has been repurchased by the Company, and treasury
shares amounted to RMB1,551,197,674, including RMB387,703 transaction cost, therefore were
recognised. The shares were repurchased with an average price of approximately RMB233.58 per share.
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL INFORMATION
– IA-34 –


--- page 509 ---
The following information does not form part of the Accountants’ Report from Grant
Thornton Hong Kong Limited, Certified Public Accountants, Hong Kong, the reporting
accountants of the Company, as set out in Appendix I to this prospectus, and is included herein
for information purposes only. The unaudited pro forma financial information should be read
in conjunction with the section headed “Financial Information” in this prospectus and the
Accountants’ Report set out in Appendix I to this prospectus.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets
is prepared in accordance with paragraph 4.29 of the Listing Rules for illustrative purposes
only, and is set out below to illustrate the effect of the Global Offering on the consolidated net
tangible assets of the Group attributable to owners of the Company as at 31 December 2024,
as if the Global Offering had taken place on 31 December 2024.
The unaudited pro forma statement of adjusted consolidated net tangible assets has been
prepared for illustrative purposes only and because of its hypothetical nature, it may not give
a true picture of the consolidated net tangible assets of the Group attributable to owners of the
Company as at 31 December 2024 or at any future dates. It is prepared based on the audited
consolidated net tangible assets of the Group attributable to owners of the Company as at 31
December 2024 as set out in Accountants’ Report in Appendix I to this prospectus, and adjusted
as described below.
Audited
consolidated net
tangible assets of
the Group
attributable to
owners of the
Company as at
31 December 2024
Estimated
net proceeds
from the
Global
Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets of
the Group
attributable to
owners of the
Company as at
31 December 2024
Unaudited pro forma
adjusted consolidated net
tangible assets of the
Group attributable to
owners of the Company
per Share as at
31 December 2024
RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2) (Note 3) (Note 5)
Based on the Offer
Price of HK$263.00
per H Share /H1118/H1118/H1118/H1118/H1118242,288,390 28,534,185 270,822,575 60.11 64.71
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 510 ---
Notes:
(1) The audited consolidated net tangible assets of the Group attributable to owners of the Company as at 31
December 2024 is extracted from the Accountants’ Report set out in Appendix I to this prospectus, which is
based on the audited consolidated net assets of the Group attributable to owners of the Company as at 31
December 2024 of approximately RMB246,930,032,000 after deducting the Group’s goodwill and intangible
assets attributable to owners of the Company of approximately RMB667,687,000 and RMB3,973,955,000
respectively as at 31 December 2024.
(2) The estimated net proceeds from the Global Offering are based on 117,894,500 Offer Shares at the Offer Price
of HK$263.00 per H Share, after deduction of the estimated underwriting fees and other related expenses
expected to be incurred by the Group subsequent to 31 December 2024 and takes no account of any Shares
which may be allotted and issued by the Company upon the exercise of the Offer Size Adjustment Option and
the Over-allotment Option, any Shares which may be issued by the Company upon the exercise of any options
may be granted under the Share Incentive Plans or any Shares which may be issued or repurchased by the
Company.
(3) The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the
Company per Share is arrived at after the adjustments referred to in the preceding paragraphs and on the basis
that 4,505,297,887 Shares (representing 4,403,466,458 Shares in issue as at 31 December 2024, excluding
16,063,071 treasury shares as at 31 December 2024, adding 117,894,500 Offer Shares) were in issue, assuming
that the Global Offering had been completed on 31 December 2024 but does not take into account of any
Shares which may be allotted and issued by the Company upon the exercise of the Offer Size Adjustment
Option and the Over-allotment Option, any Shares which may be issued by the Company upon the exercise of
any options may be granted under the Share Incentive Plans or any Shares which may be issued or repurchased
by the Company.
(4) No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets of the Group
attributable to owners of the Company as at 31 December 2024 to reflect any trading results or other
transactions of the Group entered into subsequent to 31 December 2024. In particular, the unaudited pro forma
adjusted consolidated net tangible assets of the Group attributable to owners of the Company has not taken into
account payment of dividend of RMB19,975,848,000 which was approved by the Shareholders on 8 April
2025. The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners
of the Company per Share would have been HK$59.94 per Share if the dividend declaration had been
accounted for as at 31 December 2024.
(5) For the purpose of this unaudited pro forma statement of adjusted consolidated net tangible assets, the
translation of Renminbi amounts into Hong Kong dollars has been made at a rate of RMB0.92891 to HK$1.00.
No representation is made that Renminbi amounts have been, could have been or could be converted to Hong
Kong dollars, or vice versa, at that rate.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 511 ---
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following is the text of a report received from Grant Thornton Hong Kong Limited,
Certified Public Accountants, Hong Kong, the reporting accountants of the Company, in
respect of the Group’ s unaudited pro forma financial information prepared for the purpose of
incorporation in this prospectus.
INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of Contemporary Amperex Technology Co., Limited
We have completed our assurance engagement to report on the compilation of unaudited
pro forma financial information of Contemporary Amperex Technology Co., Limited (the
“Company”) and its subsidiaries (collectively the “Group”) by the directors of the Company
(the “Directors”) for illustrative purposes only. The unaudited pro forma financial information
consists of the unaudited pro forma statement of adjusted consolidated net tangible assets as
at 31 December 2024 and related notes as set out on pages II-1 to II-2 of Appendix II to the
prospectus issued by the Company dated 12 May 2025 (the “Prospectus”). The applicable
criteria on the basis of which the Directors have compiled the unaudited pro forma financial
information are described on pages II-1 to II-2 of Appendix II to the Prospectus.
The unaudited pro forma financial information has been compiled by the Directors to
illustrate the impact of the proposed global offering of the Company’s H shares on The Stock
Exchange of Hong Kong Limited (the “Global Offering”) on the Group’s financial position as
at 31 December 2024 as if the Global Offering had taken place as at 31 December 2024. As
part of this process, information about the Group’s financial position has been extracted by the
Directors from the Group’s financial information for the year ended 31 December 2024, on
which an accountants’ report has been published.
Directors’ Responsibilities for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the unaudited pro forma financial
information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to
Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in
Investment Circulars” (“AG 7”) issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”).
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 512 ---
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” issued by the HKICPA, which requires the firm to design,
implement and operate a system of quality management including policies or procedures
regarding compliance with ethical requirements, professional standards and applicable legal
and regulatory requirements.
Reporting Accountants’ Responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the
Listing Rules, on the unaudited pro forma financial information and to report our opinion to
you. We do not accept any responsibility for any reports previously given by us on any
financial information used in the compilation of the unaudited pro forma financial information
beyond that owed to those to whom those reports were addressed by us at the dates of their
issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 “Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus” issued by the HKICPA. This standard requires
that the reporting accountants plan and perform procedures to obtain reasonable assurance
about whether the Directors have compiled the unaudited pro forma financial information in
accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the
HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any
reports or opinions on any historical financial information used in compiling the unaudited pro
forma financial information, nor have we, in the course of this engagement, performed an audit
or review of the financial information used in compiling the unaudited pro forma financial
information.
The purpose of unaudited pro forma financial information included in the Prospectus is
solely to illustrate the impact of a significant event or transaction on unadjusted financial
information of the Group as if the event had occurred or the transaction had been undertaken
at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any
assurance that the actual outcome of the Global Offering as at 31 December 2024 would have
been as presented.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 513 ---
A reasonable assurance engagement to report on whether the unaudited pro forma
financial information has been properly compiled on the basis of the applicable criteria
involves performing procedures to assess whether the applicable criteria used by the Directors
in the compilation of the unaudited pro forma financial information provide a reasonable basis
for presenting the significant effects directly attributable to the event or transaction, and to
obtain sufficient appropriate evidence about whether:
 the related unaudited pro forma adjustments give appropriate effect to those criteria;
and
 the unaudited pro forma financial information reflects the proper application of
those adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgment, having regard to
the reporting accountants’ understanding of the nature of the Group, the event or transaction
in respect of which the unaudited pro forma financial information has been compiled, and other
relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the unaudited pro
forma financial information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion:
(a) the unaudited pro forma financial information has been properly compiled on the
basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purposes of the unaudited pro forma financial
information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Grant Thornton Hong Kong Limited
Certified Public Accountants
11th Floor, Lee Garden Two
28 Yun Ping Road
Causeway Bay
Hong Kong
12 May 2025
Ng Ka Kong
Practising Certificate No.: P06919
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 514 ---
TAXATION OF SECURITY HOLDERS
Income tax and capital gains tax of holders of the H shares is subject to the laws and
practices of mainland China 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 and 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 mainland China taxation other than
income tax, capital gains tax and profits tax, sales tax, V AT, stamp duty and estate duty.
Prospective investors are urged to consult their financial advisors regarding mainland China
and elsewhere tax consequences of owning and disposing of the H shares.
Taxation in Mainland China
Tax on Dividends
Individual Investors
Pursuant to the Individual Income Tax Law of the PRC (੻೼
), or the Individual Income Tax Law, lastly amended by the SCNPC on 31 August 2018
and effective on 1 January 2019, and the Implementation Rules of the Individual Income Tax
Law of the PRC (ૢԷ) lastly amended by the State
Council on 18 December 2018 and effective on 1 January 2019, dividends paid by mainland
China companies to individual investors are ordinarily subject to a withholding income tax
levied at a flat rate of 20%. Meanwhile, according to the Notice on Issues Concerning
Differentiated Individual Income Tax Policies on Dividends and Bonus of Listed Companies
() jointly issued by the
MOF, the SAT and the CSRC on 7 September 2015 and effective on 8 September 2015, where
an individual holds the shares of a listed company obtained 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 shares of a listed
company from the public offering and market transfer, if the holding period is within one
month (inclusive), the dividend 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 dividend 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%.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-1 –


--- page 515 ---
Pursuant to the Arrangement between the Mainland China and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with respect to Taxes on Income (ᅄ೼
τર), or the Arrangement for the Avoidance of Double Taxation and the
Prevention of Fiscal Evasion with respect to Taxes on Income, executed on 21 August 2006,
the government may impose tax on dividends paid by a company in mainland China 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 company in mainland China 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 company in mainland China. The Fifth Protocol
to the Arrangement between the Mainland China and the Hong Kong Special Administrative
Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with
Respect to Taxes on Income (׵<੻ᒒеᕐ
τર>), or the Fifth Protocol, issued by the SAT and
effective on 6 December 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 EIT Law, lastly amended by the SCNPC and effective on 29 December
2018, and the Implementation Rules of the EIT Law of the PRC (੻
ૢԷ), or the Implementation Rules of the EIT Law, lastly amended by the State
Council on 6 December 2024 and effective on 20 January 2025, a non-resident enterprise is
subject to a 10% EIT on mainland China-sourced income, including dividends paid by a PRC
resident enterprise that issues and lists shares in Hong Kong, if such non-resident enterprise
does not have an establishment or place of business in the mainland China or has an
establishment or place of business in the mainland China but the mainland China-sourced
income is not actually connected with such establishment or place of business in the mainland
China. The aforesaid income tax payable by non-resident enterprises shall be withheld at
source, and the payer shall be the withholding agent, and the tax shall be withheld by the
withholding agent from the payment or due payment every time it is paid or due. Such tax may
be reduced or exempted pursuant to an applicable treaty for the avoidance of double taxation.
Pursuant to the Notice on the Issues Concerning Withholding the EIT on the Dividends
Paid by Chinese Resident Enterprises to H Share Holders Which Are Overseas Non-resident
Enterprises (͏ΆุΣྤ̮H੻೼Ϟ
) issued by the SAT and effective on 6 November 2008, a PRC resident
enterprise is required to withhold EIT 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.
The Reply on the Collection of EIT on Dividends Received by Non-resident Enterprises from
Holding B Shares and Other Shares (͏Άุ՟੻B੻೼ਪ
ҭᔧ), promulgated by the SAT on 24 July 2009 and effective on the same day, further
provides that PRC-resident enterprises listed on mainland China and overseas stock exchanges
by issuing stocks must withhold EIT at a flat rate of 10% on dividends of 2008 and onwards
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-2 –


--- page 516 ---
that it distributes to non-resident enterprise shareholders. Such tax rates may be further
modified pursuant to the tax treaty or agreement that the PRC government has concluded with
a relevant country or region, where applicable.
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 mainland China company to a Hong Kong resident (including natural
person and legal entity), but such tax shall not exceed 10% of the total dividends payable by
the mainland China company. If a Hong Kong resident directly holds 25% or more of equity
interest in a mainland China company and the Hong Kong resident is the beneficial owner of
the dividends and meets other conditions, such tax shall not exceed 5% of the total dividends
payable by the mainland China 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.
Pursuant to applicable regulations, we intend to withhold tax at a rate of 10% from
dividends paid to non-PRC resident enterprise holders of our H Shares (including HKSCC
Nominees). Non-PRC resident enterprises that are entitled to be taxed at a reduced rate under
an applicable income tax treaty will be required to apply to the tax authorities in mainland
China for a refund of any amount withheld in excess of the applicable treaty rate, and payment
of such refund will be subject to the mainland China tax authorities’ verification.
Tax Related to Share Transfer Income
Individual Investors
Under 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. Pursuant to the Circular on Continuing the Temporary
Exemption of Individual Income Tax on Gains from Share Transfers by Individuals (ࡈ׵
), which was promulgated by the MOF and
the SAT on 30 March 1998 and effective on the same day, from 1 January 1997, income of
individuals from the transfer of shares in listed companies continues to be temporarily
exempted from individual income tax. The SAT does not specify whether to continue to exempt
individuals from individual income tax on the income from the transfer of shares in listed
company in the newly revised EIT Law and Implementation Rules of the EIT Law.
Enterprise Investors
Under the EIT Law and its implementation rules, a non-PRC resident enterprise is subject
to EIT at the rate of 10% with respect to mainland China-sourced income, including gains
derived from the disposal of shares in a mainland China resident enterprise, if it does not have
an establishment or place of business in the mainland China or has an establishment or place
of business in the mainland China but the mainland China-sourced income is not actually
connected with such establishment or place of business in the mainland China. The
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-3 –


--- page 517 ---
aforementioned income tax payable by non-PRC resident enterprises is subject to source
withholding, and the payer is the withholding agent. 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 under the applicable tax treaties or arrangements on the avoidance of
double taxation.
Shanghai-Hong Kong Stock Connect Taxation Policy
Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the
Shanghai-Hong Kong Stock Connect (݁
) promulgated by the MOF, the SAT and the CSRC on 31 October 2014 and
effective on 17 November 2014, transfer spread income derived by enterprises in mainland
China from stock investment listed on the Hong Kong Stock Exchange through Shanghai-Hong
Kong Stock Connect shall be included in their total income and subject to EIT according to law.
For dividends and bonuses received by individual investors in mainland China from investing
in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock
Connect, the H-share companies shall apply to CSDCC for providing the register of individual
investors in mainland China to the H-share companies and withhold individual income tax at
the rate of 20% on behalf of the H-share companies.
Pursuant 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 (ᚃ
ʮ
ѓ) which promulgated by the MOF, the SAT and the CSRC on 21 August 2023 and
implemented on the same day, the transfer spread income derived by individual investors in
mainland China from investing in shares listed on the Hong Kong Stock Exchange through
Shanghai-Hong Kong Stock Connect shall be exempted from individual income tax from 5
December 2019 to 31 December 2027.
Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the
Shanghai-Hong Kong Stock Connect (݁
), dividends derived by enterprise investors in mainland China 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 EIT according to law. Pursuant to which,
dividend income obtained by resident enterprises in mainland China from holding H shares for
12 consecutive months shall be exempted from EIT according to law. H-share companies shall
not withhold income tax on dividends and bonus income for enterprise investors in mainland
China. The tax payable shall be declared and paid by the enterprise itself.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-4 –


--- page 518 ---
Shenzhen-Hong Kong Stock Connect Taxation Policy
Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the
Shenzhen-Hong Kong Stock Connect (݁
) promulgated by the MOF, the SAT and the CSRC on 5 November 2016 and
effective on 5 December 2016, transfer spread income derived by enterprise investors in
mainland China from stock investment listed on the Hong Kong Stock Exchange through
Shenzhen-Hong Kong Stock Connect shall be included in their total income and subject to EIT
according to law. For dividends and bonuses received by individual investors in mainland
China from investing in H shares listed on the Hong Kong Stock Exchange through
Shenzhen-Hong Kong Stock Connect, the H-share companies shall apply to CSDCC for
providing the register of individual investors in mainland China to the H-share companies and
the H-share companies shall withhold individual income tax at the rate of 20% on behalf of the
investors.
Pursuant to the Announcement on the Continued Implementation of the Individual
Income Tax Policies on the Inter-connected Mechanisms for Trading on the Shanghai and
Hong Kong Stock Markets and for Trading on the Shenzhen and Hong Kong Stock Markets
and on the Mutual Recognition of Funds between the Mainland and Hong Kong (ᘱᚃ
ʮ
ѓ) promulgated by the MOF, the SAT and the CSRC on 4 December 2019 and effective on
5 December 2019, and the Announcement on Extending the Implementation of the Individual
Income Tax Policies Concerning the Shanghai-Hong Kong Stock Connect and the Shenzhen-
Hong Kong Stock Connect and the Mainland-Hong Kong Mutual Recognition of Funds ( ᗫ
݁
ʮѓ) which promulgated on 21 August 2023 and implemented on the same day, the
transfer spread income derived by individual investors in mainland China from investing in
shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect
shall be exempted from individual income tax from 5 December 2019 to 31 December 2027.
Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the
Shenzhen-Hong Kong Stock Connect (݁
), dividends derived by enterprise investors in mainland China 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 EIT according to law. In particular, dividends
and bonus income obtained by resident enterprises in mainland China from holding H shares
for 12 consecutive months shall be exempted from EIT according to law. H-share companies
shall not withhold income tax on dividends and bonus income for enterprise investors in
mainland China. The tax payable shall be declared and paid by the enterprise itself.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-5 –


--- page 519 ---
Stamp Duty
Pursuant to the Stamp Duty Law of the PRC (), which was
promulgated by the SCNPC on 10 June 2021 and came into effect on 1 July 2022, the purchase
and disposal of H shares by non-mainland China investors outside of mainland China are not
subject to the requirements of the Stamp Duty Law of the PRC.
Estate Duty
Pursuant to the laws of mainland China, no estate duty is currently levied in mainland
China.
MAJOR TAXATION OF OUR COMPANY IN MAINLAND CHINA
EIT
According to the EIT Law, enterprises and other income-generating organizations
(hereinafter collectively referred to as “enterprises”) within the territory of the mainland China
are the taxpayers of EIT and shall pay EIT in accordance with the provisions of the EIT Law.
The EIT rate is 25%.
Enterprises are classified into resident enterprises and non-resident enterprises. A
non-resident enterprise that does not have an establishment or place of business in the mainland
China, or has an establishment or place of business in the mainland China but the income has
no actual connection to such establishment or place of business, shall pay EIT on its income
within the mainland China and withhold at source, where the payer is the withholding agent.
The tax shall be withheld by the withholding agent from the payment or due payment every
time it is paid or due. Meanwhile, any gains realized on the transfer of shares by such investors
are subject to EIT and shall be withheld at source if such gains are regarded as income derived
from the transfer of property within the mainland China.
VAT
Pursuant to the Provisional Regulations on Value-added Tax of the PRC ( ʕശɛ͏΍
೼ᅲБૢԷ) lastly amended by the State Council on 19 November 2017 and
effective on the same day and the Detailed Rules for the Implementation of the Provisional
Regulations on Value-added Tax of the PRC ()
lastly amended by the MOF on 28 October 2011 and effective on 1 November 2011, all entities
and individuals in mainland China engaging in the sale of goods, the provision of processing,
repairs and replacement services, and the importation of goods are required to pay V AT. For
taxpayers selling or importing goods, the general tax rate shall be 17% unless otherwise
specified in the aforesaid regulations.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-6 –


--- page 520 ---
Pursuant to the Notice on the Adjustment to V AT Rates ()
(Cai Shui [2018] No. 32), promulgated by the MOF and the SAT on 4 April 2018, and became
effective as of 1 May 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.
Pursuant to the Announcement on Relevant Policies for Deepening V AT Reform (׵
ʮѓ) (2019 No. 39 of MOF, SAT and General Administration of
Customs), promulgated by the MOF, the SAT and the General Administration of Customs on
20 March 2019 and became effective on 1 April 2019, the V AT rates of 16% and 10%
applicable to the taxpayers who have V AT taxable sales activities or imported goods are
adjusted to 13% and 9%, respectively.
FOREIGN EXCHANGE ADMINISTRATION
The lawful currency of mainland China 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
਷̮ි၍ଣૢԷ) announced by the State Council on 5 August 2008 and effective on the
same day, all international payments and transfers are classified into current account items and
capital account items. Mainland China does not impose restrictions on international payments
and transfers under current account items. Foreign exchange income from the current account
of enterprises in mainland China may be retained or sold to financial institutions engaged in
the settlement and sale of foreign exchange in accordance with relevant provisions of the State.
The retention or sale of foreign exchange receipts under capital accounts to financial
institutions engaging in settlement and sale of foreign exchange shall be subject to the approval
of foreign exchange administrative authorities, unless otherwise stipulated by the State.
Pursuant to the Regulations for the Administration of Settlement, Sale and Payment of
Foreign Exchange () promulgated by the PBOC on 20 June
1996 and became effective on 1 July 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 mainland China, mainland China
enterprises (including foreign-invested enterprises) which require foreign exchange for
transactions relating to current account items, may, without the approval of SAFE, effect
payment from their foreign exchange accounts at the designated foreign exchange banks, on the
strength of valid receipts and proof of transactions. Foreign-invested enterprise that need to
distribute profits to their shareholders in foreign exchange and Chinese enterprise that need to
pay fixed dividends in foreign exchange in accordance with the requirements shall pay from
its foreign exchange account or pay at the designated foreign exchange bank by a resolution
of the board of directors on the distribution of profits.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-7 –


--- page 521 ---
Pursuant to the Decision of the State Council on Canceling and Adjusting a Group of
Administrative Approval Items and Other Matters (ᄲҭධ
) promulgated by the State Council and effective on 23 October 2014, the
administrative approval of the SAFE and its branches on matters concerning the repatriation
and settlement of foreign exchange of overseas-raised funds through overseas listing has been
canceled.
Pursuant to the Circular of the SAFE on Relevant Issues Concerning the Foreign
Exchange Administration of Overseas Listing (ྤ̮ɪ̹̮ි၍ଣϞᗫ
) promulgated by the SAFE on 26 December 2014 and effective on the same day,
the relevant provisions on foreign exchange administration of domestic joint stock companies
(hereinafter referred to as “domestic companies”) listed overseas are as follows:
(i) The SAFE and its branches and the Foreign Exchange Management Department, or
the Foreign Exchange Bureau, supervise, manage and inspect the business
registration, account opening and use, cross-border income and expenditure, and
capital exchange involved in the overseas listing of domestic companies.
(ii) A domestic company shall, within 15 working days after the completion of the
overseas listing and issuance, register the overseas listing with the Foreign
Exchange Bureau at the place where it is registered with relevant material.
(iii) A domestic company (other than banking financial institutions) shall, by virtue of its
registration certificate for overseas listing business, open a “special foreign
exchange account for overseas listing of domestic companies” with a domestic bank
for its initial offering (or additional offering) and repurchase business to handle the
remittance and transfer of funds for the relevant business.
According to the Notice of the State Administration of Foreign Exchange on Further
Simplifying and Improving Policies for the Foreign Exchange Administration of Direct
Investment () issued
on 13 February 2015 and effective on 1 June 2015, the SAFE has cancelled the confirmation
of foreign exchange registration under domestic direct investment and the confirmation of
foreign exchange registration under overseas direct investment, instead, banks shall directly
examine and handle foreign exchange registration under domestic direct investment and
foreign exchange registration under overseas direct investment, and the SAFE and its branch
offices shall indirectly regulate the foreign exchange registration of direct investment through
banks.
According to the Notice of the State Administration of Foreign Exchange of the PRC on
Revolutionize and Regulate Capital Account Settlement Management Policies (̮ි၍
) issued by the SAFE on 9 June 2016 and
effective on the same day, foreign currency earnings in capital account that relevant policies
of willingness exchange settlement have been clearly implemented on (including the recalling
of raised capital by overseas listing) may undertake foreign exchange settlement in the banks
according to actual business needs of the domestic institutions. The tentative percentage of
foreign exchange settlement for foreign currency earnings in capital account of domestic
institutions is 100%, subject to adjustment by the SAFE in due time in accordance with
international revenue and expenditure situations.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-8 –


--- page 522 ---
This Appendix summarizes certain aspects of the laws and regulations of Mainland China
which are relevant to our Company’s operations and business. Laws and regulations relating to
taxation in Mainland China are discussed separately in “Appendix III — Taxation and Foreign
Exchange” to this prospectus. This Appendix also contains a summary of laws and regulatory
provisions of the PRC Company Law. The principal objective of this summary is to provide
potential investors with an overview of the principal laws and regulatory provisions applicable
to our Company. This summary is not intended to include all the information which is
important to the potential investors. For a discussion of laws and regulations which are relevant
to our Company’s business, see “Regulatory Overview” in this prospectus.
THE LEGAL SYSTEM OF MAINLAND CHINA
The legal system of mainland China is based on the Constitution of the PRC ( ʕശɛ
), or the “ Constitution ,” and is made up of written laws, administrative
regulations, local regulations, separate regulations, rules and regulations of departments of the
State Council, rules and regulations of local governments, autonomous regulations, separate
regulations of autonomous regions, special administrative region laws and international treaties
and other regulatory documents signed by the PRC government. Court decisions do not
constitute binding precedents, although they are used for the purposes of judicial reference and
guidance.
According to the Constitution and the Legislation Law of the PRC ( ʕശɛ͏΍ձ਷ͭ
), or the “ Legislation Law ,” lastly amended by NPC on March 13, 2023 and effective
on March 15, 2023, the NPC and the SCNPC are empowered to exercise the legislative power
of the State. The NPC has the power to formulate and amend basic laws governing criminal and
civil 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 to supplement and amend
any parts of laws enacted by the NPC during the adjournment of the NPC, provided such
supplements and amendments are not in conflict with the basic principles of such laws.
The State Council is the highest organ of state administration and has the power to
formulate administrative regulations based on the Constitution and laws. The people’s
congresses of provinces, autonomous regions and municipalities and their respective standing
committees may formulate local regulations based on the specific circumstances and actual
needs of their respective administrative areas, provided that such local regulations do not
contravene any provisions of the Constitution, laws or administrative regulations. The people’s
congresses of cities divided into districts and their standing committees may formulate local
regulations on matters such as urban and rural construction and management, environmental
protection and historical and cultural protection 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 such provinces or
autonomous regions. Where laws have other stipulations on matters of local regulations
formulated by cities divided into districts, such stipulations shall prevail. The local regulations
of cities divided into autonomous regions shall be submitted for approval before
implementation.
APPENDIX IV SUMMARY OF PRINCIPAL LA WS AND REGULATORY PROVISIONS
– IV-1 –


--- page 523 ---
The standing committees of the people’s congresses of provinces or autonomous regions
shall 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 their respective provinces or autonomous
regions. People’s congresses of national autonomous areas have the power to enact autonomous
regulations and separate regulations in the light of the political, economic and cultural
characteristics of the nationality (nationalities) in the areas concerned. The ministries,
commissions, PBOC, National Audit Office of the State Council and institutions with
administrative functions directly under the State Council may formulate rules and regulations
within the jurisdiction of their respective departments based on the laws and the administrative
regulations, decisions and rulings of the State Council.
The Constitution has supreme legal authority and no laws, administrative regulations,
local regulations, autonomous regulations or separate regulations or rules may contravene the
Constitution. The authority of laws is greater than that of administrative regulations, local
regulations and rules. The authority of administrative regulations is greater than that of local
regulations and rules. The authority of the rules enacted by the people’s governments of the
provinces and autonomous regions is greater than that of the rules enacted by the people’s
governments of the cities divided into districts within their respective administrative regions.
The NPC has the power to amend or annul any inappropriate laws formulated by the
SCNPC, and to annul any autonomous regulations and separate regulations which have been
approved by the SCNPC but which contravene the Constitution and the Legislation Law. The
SCNPC has the power to annul administrative regulations that contravene the Constitution and
laws, to annul local regulations that contravene the Constitution, laws and administrative
regulations, and to annul autonomous regulations and separate regulations which have been
approved by the standing committees of the people’s congresses of the relevant provinces,
autonomous regions or municipalities directly under the Central Government, but which
contravene the Constitution and the Legislation Law. The State Council has the power to amend
or annul any inappropriate ministerial rules and rules of local governments. The people’s
congresses of provinces, autonomous regions and municipalities directly under the Central
Government have the power to alter or annul any inappropriate local regulations enacted or
approved by their respective standing committees. The standing committees of the local
people’s congresses have the power to annul inappropriate rules enacted by the people’s
governments at the corresponding level. The people’s governments of provinces and
autonomous regions have the power to amend or annul any inappropriate rules enacted by the
people’s governments at a lower level.
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According to the Constitution and the Legislation Law, the power to interpret laws
belongs to the SCNPC. According to the Decision of the SCNPC Regarding the Strengthening
of Interpretation of Laws (Ӕᙄ)
passed by the SCNPC and effective on June 10, 1981, the SCNPC shall give interpretation and
make provisions by means of decrees on issues related to the further clarification or
supplement of laws or decrees. The Supreme People’s Court shall give interpretations on
questions involving the specific application of laws and decrees in court trials. The Supreme
People’s Procuratorate shall interpret all issues involving the specific application of laws and
decrees in the procuratorial work. If there are principled differences in the interpretation of the
Supreme People’s Court and the Supreme People’s Procuratorate, they shall be submitted to the
SCNPC for interpretation or decision. Interpretation of questions involving the specific
application of laws and decrees in areas unrelated to judicial and procuratorial work shall be
provided by the State Council and competent authorities.
Where the scope of local regulations needs to be further defined or additional stipulations
need to be made, the standing committees of the people’s congresses of provinces, autonomous
regions and municipalities which have enacted these regulations shall provide interpretations
or make the stipulations. Interpretation of questions involving the specific application of local
regulations shall be provided by the competent departments of the people’s governments of
provinces, autonomous regions and municipalities.
JUDICIAL SYSTEM OF MAINLAND CHINA
According to the Constitution and the Law of the PRC of Organization of the People’s
Courts () lastly amended by the SCNPC on October 26,
2018 and effective on January 1, 2019, the People’s Court is made up of the Supreme People’s
Court, the local people’s courts, and other special people’s courts. The local people’s courts are
divided into three levels, namely the basic people’s courts, the intermediate people’s courts and
the higher people’s courts. The basic people’s courts may set up certain people’s tribunals
based on the status of the region, population and cases. The Supreme People’s Court shall be
the highest judicial organ of the state. The Supreme People’s Court shall supervise the
administration of justice by the local people’s courts at all levels and by the special people’s
courts. The people’s courts at higher levels shall supervise the judicial work of the people’s
courts at lower levels.
According to the Constitution and the Law of Organization of the People’s Procuratorate
of the PRC () lastly amended by SCNPC on October
26, 2018 and effective on January 1, 2019, the People’s Procuratorate is the law supervision
organ of the state. The Supreme People’s Procuratorate shall be the highest procuratorial organ.
The Supreme People’s Procuratorate shall direct the work of the local people’s procuratorates
at all levels and of the special people’s procuratorates; the people’s procuratorates at higher
levels shall direct the work of those at lower levels.
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The people’s courts employ a two-instance trial system, and judgments or rulings of the
second instance at the people’s courts are final. A party may appeal against the judgment or
ruling of the first instance of a local people’s courts. The people’s procuratorate may present
a protest to the people’s courts at the next higher level in accordance with the procedures
stipulated by the laws. In the absence of any appeal by the parties and any protest by the
people’s procuratorate within the stipulated period, the judgments or rulings of the people’s
courts become final. Judgments or rulings of the second instance of the intermediate people’s
courts, the higher people’s courts and the Supreme People’s Court and those of the first
instance of the Supreme People’s Court are final. However, if the Supreme People’s Court or
the people’s courts at the next higher level finds any definite errors in a legally effective final
judgment or ruling of the people’s court at a lower level, or if the president of a people’s court
at any level finds any definite errors in a legally effective final judgment or ruling of such
court, the case can be retried according to judicial supervision procedures.
The PRC Civil Procedure Law (), or the “ Civil
Procedure Law ” lastly amended by the SCNPC on September 1, 2023 and effective on January
1, 2024 sets forth the requirements for instituting a civil action, the jurisdiction of the people’s
courts, the procedures to be followed for conducting a civil action and the procedures for
enforcement of a civil judgment or order. All parties to a civil action conducted within the
mainland China must comply with the Civil Procedure Law. Civil cases are generally heard by
the courts where the defendants are located. The court of jurisdiction in a civil action may be
chosen by express agreement between the parties, provided that the court is located at a place
that has direct connection with the dispute, such as the plaintiff’s or the defendant’s place of
domicile, the place where the contract is performed or signed, or the object of the action is
located. However, the choice of the court cannot conflict with the regulations of different
jurisdictions and exclusive jurisdictions in any case.
A foreign individual, a person without nationality, a foreign enterprise or a foreign
organization must have the same litigation rights and obligations as a PRC citizen, legal person
or other organizations when initiating or defending any proceedings at a people’s court. If a
foreign court limits the litigation rights of PRC citizens, legal person or other organizations,
the PRC court may apply the same limitations to the citizens, legal person or other
organizations of such foreign country. A foreign individual, a person without nationality, a
foreign-invested enterprise or a foreign organization must engage a lawyer from Mainland
China if such person needs to engage a lawyer in initiating or defending any proceedings at a
people’s court. Under an international treaty or the principle of reciprocity signed or acceded
to by the mainland China, the people’s court and foreign courts may require each other to act
on their behalf to serve documents, conduct investigations, collect evidence and take other
actions on behalf of each other. If the request by a foreign court would result in the violation
of the PRC’s sovereignty, security or public interest, the people’s court shall decline the
request.
All parties involved must comply with legally effective civil judgments and rulings. If
any party to a civil action refuse to comply with a judgment or order made by a people’s court
or an award made by an arbitration tribunal, the other party may apply to the people’s court for
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enforcement within two years. Suspension or disruption of the time limit for applying for such
enforcement shall comply with the provisions of the applicable law concerning the suspension
or disruption of the time-barring of actions.
When a party applies to a people’s court for enforcing an effective judgment or ruling by
a people’s court against a party who is not located within the territory of the mainland China
or whose property is not within the mainland China, the party may apply to a foreign court with
proper jurisdiction for recognition and enforcement of the judgment or ruling. A foreign
judgment or ruling may also be recognized and enforced by the people’s court according to the
mainland China enforcement procedures if the mainland China has entered into, or acceded to,
an international treaty with the relevant foreign country, which provides for such recognition
and enforcement, or if the judgment or ruling satisfies the court’s examination according to the
principle of reciprocity, unless among other exceptions, the people’s court finds that the
recognition or enforcement of such judgment or ruling will result in a violation of the basic
legal principles of the mainland China, its sovereignty or security, or for reasons of social and
public interests.
THE PRC COMPANY LA W, OVERSEAS LISTING TRIAL MEASURES AND
GUIDELINES FOR ARTICLES OF ASSOCIATION
A joint stock limited company established in mainland China seeking a listing on Hong
Kong Stock Exchange is mainly subject to the following laws and regulations of Mainland
China.
The Company Law, was lastly revised on December 29, 2023 and came into effect on July
1, 2024.
The Overseas Listing Trial Measures and its five interpretative guidelines, were
promulgated by the CSRC on February 17, 2023 and came into effect on March 31, 2023 and
were applicable to the direct and indirect overseas offering and listing of PRC domestic
companies’ securities.
According to the Overseas Listing Trial Measures and its interpretative guidelines, where
a domestic company directly conducts offering and listing overseas, it shall formulate its
articles of association in line with the Guidelines for Articles of Association of Listed
Companies (ˏ), or the “ Guidelines for Articles of Association ,” which
was issued by the CSRC as amended and effective from time to time, in place of the Mandatory
Provisions for Articles of Association of Companies to be Listed Overseas ( Ցྤ̮ɪ̹ʮ̡
௝೻̀௪ૢಛ) which ceased to apply from March 31, 2023.
Set out below is a summary of the major provisions of the Company Law, the Overseas
Listing Trial Measures and the Guidelines for Articles of Association which are applicable to
our Company.
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General Provisions
A joint stock limited company means a corporate legal person incorporated under the
Company Law, whose registered capital is divided into shares of equal par value. The liability
of its shareholders is limited to the extent of the shares held by them and the liability of a
company is limited to the full value of all the property owned by it.
A company must conduct its business in accordance with laws and regulations as well as
public and commercial ethics, be honest and trustworthy and accept the supervision of the
government and the public. A company may invest in other companies. If it is prescribed by
any law that a company shall not become a capital contributor that shall bear the joint and
several liability for the debts of the enterprises it invests in, such provisions shall prevail.
Incorporation
A joint stock limited company may be incorporated by promotion or subscription. A joint
stock limited company may be incorporated by a minimum of one but not more than 200
promoters, and at least half of the promoters must have residence within the Mainland China.
The promoters of subscription of a joint stock company shall convene an inaugural
meeting of the company within 30 days after the share capital has been paid up and shall notify
all subscribers of the date of the meeting or make an announcement in this regard 15 days
before the meeting. The inaugural meeting may be held only with the presence of subscribers
holding more than 50% of the voting rights. The convening and voting procedures for the
inaugural meeting of a joint stock limited company incorporated by promotion shall be
stipulated in the agreement of the promoters. Powers to be exercised at the inaugural meeting
include but are not limited to the adoption of articles of association and the election of
members of the board of directors and the supervisory committee of a company. The aforesaid
matters shall be resolved by more than 50% of the votes to be cast by subscribers presented at
the meeting.
Within 30 days after the conclusion of the inaugural meeting, the board of directors shall
apply to the registration authority for registration of the incorporation of the joint stock limited
company. A company is formally established and has the status of a legal person after the
business license has been issued by the relevant registration authority.
Registered Shares
Under the Company Law, shareholders may make capital contributions in cash, or with
non-monetary property that may be valued in money and legally transferred, such as
contribution in kind or with an intellectual property rights, land use rights, shareholding or
claims.
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The Overseas Listing Trial Measures provides that domestic enterprises that are listed
overseas may raise funds and distribute dividends in foreign currencies or Renminbi.
Under the Company Law, a joint stock limited company is required to maintain a register
of shareholders, detailing the following information: (i) the name and domicile of each
shareholder; (ii) the class and number of shares subscribed for by each shareholder; (iii) the
serial number of shares if issued in paper form; and (iv) the date on which each shareholder
acquired the shares.
Allotment and Issue of Shares
All issues of shares of a joint stock limited company shall be based on the principles of
equality and fairness. The same class of shares must carry equal rights. Shares issued at the
same time and within the same class must be issued on the same conditions and at the same
price. A joint stock limited company may issue shares at a par value or at a premium, but it may
not issue shares below the par value.
Domestic enterprises issued and listed overseas shall file with the CSRC in accordance
with the Overseas Listing Trial Measures, submit filing reports, legal opinions and other
relevant materials, and truthfully, accurately and completely explain shareholders information
and other information. Where a domestic enterprise directly issues and is listed overseas, the
issuer itself shall file with the CSRC. If a domestic enterprise is indirectly listed overseas, the
issuer shall designate a major domestic operating entity as the domestic person responsible and
file with the CSRC.
Increase in Share Capital
Under the Company Law, in the case of a joint stock limited company issuing new shares,
resolutions shall be passed at the shareholders’ meeting in respect of the class and number of
new shares, the issue price of the new shares, the commencement and end dates for the issuance
of new shares and the class and number of the new shares proposed to be issued to original
shareholders, if any. If no par value stock is issued, more than one-half of the proceeds from
the issuance of the new stocks shall be included in the registered capital. Additionally, 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) to prepare a balance sheet and a property list; (ii) a
company makes a resolution at shareholders’ meeting to reduce its registered capital; (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
approval of resolution of reducing registered capital; (iv) the creditors shall have the right to
require a company to repay its debts or provide corresponding guarantees within 30 days after
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receiving the notice or within 45 days after the announcement if the creditors have not received
the notice; (v) when a company reduces its registered capital, it shall register the change with
a company registration authority in accordance with the law.
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 registered capital; (ii) merging with other company that holds the shares
of the company; (iii) using the shares for employee stocks plan or equity incentives; (iv) with
respect to shareholders voting against any resolution adopted at the shareholders’ meeting on
the merger or division of our Company, the right to demand our Company to acquire the shares
held by them; (v) using the shares for the conversion of convertible corporate bonds issued by
the listed company; (vi) as required for maintenance of the corporate value and shareholders’
rights and interests of a listed company.
The purchase of shares of a company for reasons specified in the case of (i) to (ii) above
shall be subject to the resolution of the shareholders’ meeting; the purchase of shares of a
company for reasons specified in the case of (iii), (v) and (vi) above shall be subject to the
resolution of the board meetings attended by more than two-thirds of the directors in
accordance with the provisions of the articles of association or the authorization from the
meeting.
Following the purchase of a company’s shares by a company in accordance with the above
provisions, such shares shall be canceled within 10 days from the date of buy-back in the case
of item (i) above; such shares shall be transferred or canceled within six months in the case of
items (ii) and (iv) above; the total numbers of share of our Company held by a company shall
not exceed 10% of the total issued shares of our Company, and shall be transferred or canceled
within three years in the case of items (iii), (v) and (vi) above.
Transfer of Shares
Shares held by a shareholder may be transferred according to the law. Under the Company
Law, a shareholder of a joint stock limited company should affect a transfer of his shares on
securities exchange established according to the law or by any other means as required by the
State Council. Registered 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 changes of
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registration in the share register provided in the foregoing requirement shall be affected during
a period of 20 days prior to the convening of shareholder’s meeting or 5 days prior to the record
date for a company’s distribution of dividends. If any law, administrative regulation, or any
provision by the securities regulatory authority of the State Council specifies otherwise for the
modification of the register of shareholders of a listed company, such provisions should
prevail.
Under the Company Law, shares issued by a company prior to the public offering of
shares shall not be transferred within one year from the date on which the shares of the
company are listed and traded on a securities exchange. The directors, supervisors and senior
management of the company should declare to the company the shares they hold and the
changes thereof. During the term of office as determined when they assume the posts, the
shares transferred each year should not exceed 25% of the total shares they hold of the
company. Shares of a company held by them shall not be transferred within one year from the
date of a company’s listing on a securities exchange, nor within six months after their
resignation from their positions with a company.
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 Guidelines for Articles of Association the rights of a
shareholder of a company 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 company’s shares
held according to the provisions of the laws, administrative regulations and the articles of
association; (v) to read and copy the articles of association, the register of Shareholders,
counterfoil of company debentures, General Meeting minutes, resolutions of meetings of the
board of directors, resolutions of meetings of the board of supervisors and financial and
accounting reports; (vi) shareholders who hold more than 3% of the company’s shares
individually or collectively for more than 180 consecutive days may inspect the company’s
accounting books and accounting vouchers in accordance with laws; (vii) to participate in the
distribution of the remaining assets of the company according to the proportion of shares held
upon our termination or liquidation; (viii) to require our company to acquire the shares from
Shareholders voting against any resolutions adopted at the General Meeting concerning the
merger and division of the company; (ix) other rights conferred by laws, administrative
regulations, regulations of the authorities or the articles of association.
The obligations of a shareholder of a company include: (i) to abide by laws,
administrative regulations and the articles of association; (ii) to provide share capital according
to the shares subscribed for and share participation methods; (iii) not to withdraw shares unless
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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, departmental rules and articles of association.
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 of directors; (iii) to examine and approve
reports of the supervisory committee; (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 company’s articles of association; (ix) other functions and powers specified
in provision of the articles of association.
Under the Company Law, annual shareholders’ meetings are required to be held once
every year. An interim 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 of association; (ii) when the unrecovered losses of a company amount to one-third of
the total paid-up share capital; (iii) shareholders individually or jointly holding 10% or more
of the company’s shares request; (iv) when deemed necessary by the board of directors; (v) the
supervisory committee proposes to convene the meeting; (vi) other circumstances as stipulated
in the articles of association.
Shareholders’ meeting shall be convened by the board of directors, and presided over by
the chairperson of the board of directors. In the event that the chairperson is incapable of
performing or not performing his duties, the meeting shall be presided over by the vice
chairperson. In the event that the vice chairperson is incapable of performing or not performing
his duties, a director nominated by more than half of directors shall preside over the meeting.
If the board of directors is incapable of performing or is not performing its duties to
convene the general meeting, the supervisory board should convene and preside over
shareholders’ meeting in a timely manner. If the supervisory board 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.
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If the shareholders who separately or aggregately hold more than 10% of the shares of the
company request to convene an interim shareholders’ meeting, the board of directors and the
board of supervisors should, within 10 days after the receipt of such request, decide whether
to hold an interim 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 interim
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 of directors in writing 10 days
before the shareholders’ meeting. The board of directors shall notify other shareholders within
two days after receiving the proposal and submit the interim proposal to the shareholders’
meeting for consideration.
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. However, shares held by
the company itself are not entitled to any voting rights.
The cumulative voting system may be adopted for the election of directors and
supervisors at the shareholders’ meeting in accordance with the provisions of the articles of
association or the resolutions of the shareholders’ meeting. Under the accumulative voting
system, 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.
Under the Company Law and the Guidelines for Articles of Association, the passing of
any resolution requires affirmative votes of shareholders representing more than half of the
voting rights represented by the shareholders who attend the shareholders’ meeting. Matters
relating to merger, division or dissolution of a company, increase or reduction of registered
capital, change of corporate form or amendments to the articles of association must be
approved by more than two-thirds of the voting rights held by the shareholders present at the
meeting.
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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 of association, but each term of offices hall not exceed three years. Directors may
serve consecutive terms if re-elected.
Meetings of the board of directors shall be convened at least twice a year. All directors
and supervisors shall be notified 10 days before the meeting for every meeting. The board of
directors exercises the following functions and powers: (i) to convene shareholder’s general
meetings and report its work to the shareholder’s general meetings; (ii) to implement the
resolutions of the shareholder’s general meeting; (iii) to decide on a company’s business plans
and investment plans; (iv) to formulate a company’s profit distribution plan and loss recovery
plan; (v) to formulate proposals for the increase or reduction of a company’s registered capital
and the issue of corporate bonds; (vi) to formulate plans for cake, division, dissolution or
change of corporate form of a company; (vii) to decide on the internal management structure
of a company; (viii) to decide on the appointment or dismissal of the manager of a company
and their remuneration; to decide on the appointment or dismissal of the deputy manager and
financial officer of a company based on the nomination of the manager and as well as
remuneration; (ix) to formulate a company’s basic management system; (x) other functions and
powers specified in the articles of association or granted by the shareholders’ meeting.
The board meetings shall be held only if more than half of the directors are present. If a
director is unable to attend a board meeting, he/she 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 of directors violates the laws, administrative
regulations or the articles of association, and as a result of which the company suffers serious
losses, the directors participating in the resolution shall be liable to compensate the company.
However, if it can be proved that a director expressly objected to the resolution when the
resolution was voted on, and that such objection was recorded in the minutes of the meeting,
such director may be exempt from such liability.
Under the Company Law, a person may not serve as a director of a company if he/she is:
(i) a person without capacity or with restricted capacity; (ii) a person who has been sentenced
to any criminal penalty due to an offense of corruption, bribery, encroachment of property,
misappropriation of property, or disrupting the order of the socialist market economy, or has
been deprived of political rights due to a crime, where a five-year period has not elapsed since
the date of completion of the sentence; if he/she is pronounced for suspension of sentence, a
two-year period has not elapsed since the expiration of the suspension period; (iii) a person
who was a director, factory manager or manager of a company or enterprise which has entered
into insolvent liquidation and who was personally liable for the insolvency of such company
or enterprise, where less than three years have elapsed since the date of the completion of the
insolvency and liquidation of such company or enterprise; (iv) a person who was legal
representative of a company or enterprise which had its business license revoked due to
violation of the law and had been closed down by order, and who were personally liable, where
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less than three years have elapsed since the date of the revocation of the business license of
the company or enterprise or the order for closure; and (v) being listed as one of “dishonest
persons subject to enforcement” by the people’s court due to his/her failure to pay off a
relatively large amount of due debts.
The board of directors shall have one chairperson, who shall be elected by more than half
of all the directors. The chairperson shall exercise the following functions and powers
(including but not limited to): (i) to preside over shareholders’ meetings and convene and
preside over board meetings; and (ii) to examine the implementation of resolutions of the board
of directors; (iii) to exercise other powers conferred by the board of directors.
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 of association. 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 exercises the following powers: (i) to examine the company’s
financial affairs; (ii) to supervise the directors and senior management in their performance of
their duties and to propose the removal of directors and senior management who have violated
laws, administrative regulations, the articles of association or resolutions of shareholders’
meetings; (iii) to demand rectification by a director or senior management when the acts of
such persons are harmful to the company’s interest; (iv) to propose the convening of interim
shareholders’ meetings, and to convene and preside over shareholders’ meetings when the
board of directors fails to perform the duty of convening and presiding over shareholders’
meetings under the Company Law; (v) to submit proposals to the shareholders’ meeting; (vi)
to initiate legal proceedings against directors and senior management in accordance with the
Company Law; (vii) other functions and powers specified in the articles of association.
Managers and Senior Management
According to the Company Law, a company should have a manager who is appointed or
removed by the board of directors. The manager is responsible to the board of directors and
exercise his/her functions and powers according to the articles of association or the
authorization of the board of directors. The manager attends the meetings of the board of
directors as a non-voting member.
According to the Company Law, senior management shall refer to the manager, deputy
manager(s), financial controller, secretary of the board of directors and other personnel as
stipulated in the articles of association of the company.
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Duties of Directors, Supervisors and Senior Management
Directors, supervisors and senior management of the company are required under the
Company Law to comply with the relevant laws, regulations and the articles of association, and
have fiduciary and diligent duties to the company. Directors, supervisors and senior
management are prohibited from abusing their powers to accept bribes or other unlawful
income and from misappropriating the company’s properties.
Directors, supervisors and senior management are prohibited from: (i) embezzling the
company’s property or misappropriating of the company’s capital; (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 business 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 of directors or the shareholders’
meeting, subject to the approval of the board of directors or the shareholders’ meeting
according to the articles of association.
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, concludes a contract or conducts a transaction with the company.
Neither director, supervisor or 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 of directors or the shareholders’ meeting and has been approved by a resolution of the
board of directors or the shareholders’ meeting according to the articles of association; or (ii)
where the company cannot make use of the business opportunity as stipulated by laws,
administrative regulations or the articles of association.
Where any director, supervisor or senior management fails to report to the board of
directors or the shareholders’ meeting and obtain an approval by resolution of the board of
directors or the shareholders’ meeting according to the articles of association, he/she may not
engage in any business that is similar to that of the company where he/she holds office for
himself/herself or for any other person.
A director, supervisor or senior management who contravenes any law, regulation or the
company’s articles of association in the performance of his/her duties resulting in any loss to
the company shall be personally liable for the damages to the company.
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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 financial and
accounting reports 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.
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
meeting of shareholders. A joint stock limited company issuing its shares in public must
publish its financial and accounting reports.
When distributing each year’s after-tax profits, the company shall set aside 10% of its
profits into its statutory reserve fund. The company can no longer withdraw statutory reserve
fund if it has accumulated to more than 50% of the registered capital. If the statutory reserve
fund of the company is insufficient to make up for the losses of the previous years, the current
year profits shall be used to make up for the losses before making allocations to the statutory
reserve in accordance with the preceding paragraph. After the company has made an allocation
to the statutory reserve fund from its after-tax profit, it may also make an allocation to the
discretionary reserve fund from its after-tax profit upon a resolution of the shareholders’
meeting.
A joint stock limited company may distribute profits in proportion to the number of shares
held by its shareholders, except for profit distributions that are not in proportion to the number
of shares held in accordance with the provisions of the articles of association of the joint stock
limited company.
The premium over the nominal value of the shares of a joint stock limited 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 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.
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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 shall be determined by a shareholders’ meeting, the
board of directors or the board of supervisors in accordance with the articles of association.
The accounting firm should be allowed to make representations when the shareholders’
meeting, the board of directors 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 of information.
The Guidelines for Articles of Association provides that the company guarantees to
provide true and complete accounting vouchers, accounting books, financial accounting reports
and other accounting materials to the employed accounting firm, and shall not refuse, conceal
or falsely report. 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 and directors, supervisors, and senior management who are responsible for
causing losses to the company shall bear compensation liability.
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 of association has expired or other events of
dissolution specified in the articles of association have occurred; (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 company is ordered to close down or
is revoked in accordance with laws; (v) where the company encounters serious difficulties in
its operation and management and its continuance shall cause a significant loss in the interest
of shareholders, and where this cannot be resolved through other means, shareholders who hold
more than 10% of the total shareholders’ voting rights of the company may present a petition
to a people’s court for the dissolution of the company.
If any of the situations as mentioned in the preceding paragraph arises, a company shall
publicize the situations through the National Enterprise Credit Information Publicity System
within ten days.
Where the company is dissolved in accordance with item (i) above, it may carry on its
existence by amending its articles of association or upon a resolution of the shareholders’
meeting, which must be approved by more than two-thirds of the voting rights held by the
shareholders present at the shareholders’ meeting. Where the company is dissolved pursuant to
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items (i), (ii), (iv) or (v) above, it shall be liquidated. The directors, who are the liquidation
obligors of the company, shall form a liquidation group to carry out liquidation within 15 days
from the date of occurrence of the cause of dissolution. The liquidation group shall be
composed of the directors, unless it is otherwise provided for in the company’s articles of
association or it is otherwise elected by the shareholders’ meeting. The liquidation obligors
shall be liable for compensation if they fail to fulfill their obligations of liquidation in a timely
manner, and thus any loss is caused to the company or the creditors.
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 to conduct liquidation. The people’s court shall
accept such request and organize a liquidation group to carry out the liquidation in a timely
manner.
The liquidation group 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 notice 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) to distribute the remaining property of the company after paying off debts; (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 or
within 45 days as of the issuance of the public announcement in the case of failing to receive
such notice.
The remaining property of the company after the payment of liquidation expenses,
employees’ wages, social insurance expenses and statutory compensation, outstanding taxes
and the company’s debts, shall be distributed to shareholders in proportion to their
shareholdings. 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 group, 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.
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Upon completion of the liquidation, the liquidation group shall prepare a liquidation
report to be submitted to the shareholders’ meeting or the people’s court for confirmation, and
submit to the company registration authority to apply for cancellation of the company’s
registration.
The members of the liquidation group performing their duties of liquidation are obliged
to loyalty and diligence. Any member of the liquidation group who neglects to fulfill his/her
liquidation duties, thus causing any loss to the company shall be liable for compensation, and
any member of the liquidation group who cause any loss to any creditor due to his/her
intentional or gross negligence shall be liable for compensation.
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 Overseas Listing 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 Article 16 of the Overseas Listing Trial Measures.
Moreover, if the filing materials are complete and meet the requirements, the CSRC shall
complete the filing within 20 working days from the date of receiving the filing materials, and
publicize the filing information through the website. If the filing materials are incomplete or
do not meet the requirements, the CSRC shall inform the issuer of the materials to be
supplemented within 5 working days after receiving the filing materials. The issuer shall
supplement the materials within 30 working days.
Loss of Share Certificates
A shareholder may, in accordance with the public notice procedures set out in the Civil
Procedure Law, apply to a people’s court if his share certificate(s) in registered form 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).
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Suspension and Termination of Listing
The Company Law has deleted provisions governing suspension and termination of
listing. The Securities Law has also deleted provisions regarding suspension of listing. Where
listed securities fall under the delisting circumstances stipulated by the stock exchange, the
stock exchange shall terminate its listing and trading in accordance with the business rules.
According to the Overseas Listing Trial Measures, in case of active or compulsory
termination of listing, the issuer shall report the specific situation to the CSRC within 3
working days from the date of occurrence and announcement of the relevant matters.
SECURITIES LA W 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 mainland China
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 companies in mainland China or
overseas, regulating the trading of securities, compiling securities-related statistics and
undertaking research and analysis. On March 29, 1998, the State Council consolidated the
above two departments and reformed the CSRC.
The Provisional Regulations Concerning the Issue and Trading of Shares (ୃ೯Бၾ
၍ଣᅲБૢԷ), promulgated by the State Council on April 22, 1993 and came into
effect on the same day, 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 (),
promulgated by the State Council on December 25, 1995 and came into effect on the same day,
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, which was lastly amended by the SCNPC 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 mainland China, and comprehensively regulates activities in the
securities market of mainland China. The Securities Law provides that a domestic enterprise
must comply with the relevant provisions of the State Council in issuing securities directly or
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indirectly outside the mainland China or listing and trading its securities outside the Mainland
China. 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.
ARBITRATION AND ENFORCEMENT OF ARBITRAL A W ARDS
Under the Arbitration Law of the PRC (), or the Arbitration
Law, last amended by the SCNPC on September 1, 2017 and effective on January 1, 2018, the
Arbitration Law is applicable to economic disputes involving foreign parties, and all parties
have entered into a written agreement to refer the matter to an arbitration committee constituted
in accordance with the Arbitration Law. An arbitration committee may, before the promulgation
by the PRC Arbitration Association of arbitration regulations, formulate interim arbitration
rules in accordance with relevant regulations under the Arbitration Law and the Civil
Procedure Law. Where both parties have agreed to settle disputes by means of arbitration, the
people’s court will refuse to take legal action brought by a party in the people’s court.
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 Civil Procedure Law. If there is evidence to prove that any of the
following circumstances exists: the parties have not stipulated an arbitration clause in the
contract or have not reached a written arbitration agreement afterwards; the respondent has not
been notified of the appointment of the Court of Arbitration or the arbitration proceedings or
failed to present views for other reasons for which the respondent is not responsible; the
composition of the arbitral tribunal or the arbitration procedures are not in accordance with the
arbitration rules; the matters awarded are outside the scope of the arbitration agreement, or the
arbitration committee has no jurisdiction to arbitrate, the people’s court may rule not to enforce
such award. A party seeking to enforce an arbitral award of foreign arbitration commission
against a party who or whose property is not within the mainland China shall 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 ( ௰৷ɛ
໾̂τર) promulgated by the
Supreme People’s Court on November 26, 2020 and effective on November 27, 2020, awards
made by arbitral authorities in mainland China can be applied for enforcement in Hong Kong,
and Hong Kong arbitration awards can also be applied for enforcement in the mainland China.
APPENDIX IV SUMMARY OF PRINCIPAL LA WS AND REGULATORY PROVISIONS
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This Appendix is primarily intended to provide potential investors with an overview of
the Articles of Association, the following information is a summary and therefore may not
contain all the information that is material to potential investors.
ISSUANCE OF SHARES
The shares of the Company shall be issued in a fair and equal manner. Each share of the
same class shall rank pari passu with each other. Shares of a class in each issuance shall be
issued under the same terms and at the same price. Subscribers shall pay the same price for
each share subscribed for.
INCREASE, DECREASE AND REPURCHASE OF SHARES
According to the operation and development needs of the Company, subject to the laws,
regulations, the Company may increase the share capital in the following ways upon approval
of resolutions at the shareholders’ meetings:
(i) Public issuance of shares;
(ii) Non-public issuance of shares;
(iii) Distribution of bonus shares to existing shareholders;
(iv) Converting the reserve funds into share capital;
(v) Other methods as provided for by laws and administrative regulations and approved
by the CSRC and other securities regulatory bodies in the places where the shares
of the company are listed.
The Company may decrease the registered share capital. When the Company reduces its
registered capital, it shall comply with the procedures stipulated in the Company Law and other
regulations, the Articles of Association.
The Company shall not repurchase its own shares, unless otherwise under the
circumstances:
(i) Reducing the Company’s registered share capital;
(ii) Merging with other companies which hold our shares;
(iii) Using the shares for an employee stock ownership plan or equity incentive plan;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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(iv) Purchasing its shares from shareholders who have voted against the resolutions on
the merger or division of the Company at a shareholders’ meeting upon their request;
(v) Use of shares for conversion of convertible corporate bonds issued by the Company;
(vi) Necessary for the Company to maintain its value and protect the interests of the
Shareholders.
The repurchase of the Company’s shares by the Company may be carried out through
public centralized trading on stock exchanges, or other methods recognized under laws and
regulations authorities at the place where the Company’s shares are listed.
A resolution shall be passed at the shareholders’ meeting when the Company is to
repurchase its own shares under the circumstances (i) and (ii) set out above. In case of the
circumstances stipulated in (iii), (v) and (vi) above, a resolution of the Company’s Board shall
be passed by more than two-thirds of the Directors attending the Board meeting in accordance
with the applicable securities regulatory rules of the place where the Company’s shares are
listed.
On the premise of complying with the securities regulatory rules of the place where the
company’s shares are listed, after the Company has repurchased its own shares in accordance
with the circumstances above, the shares repurchased shall be canceled within ten days from
the date of purchase (under the circumstance set out in (i) above), or shall be transferred or
canceled within six months (under the circumstances set out in (ii) and (iv) above). If the
Company repurchases its shares under the circumstances set out in (iii), (v) and (vi) above, the
total number of shares held by the Company shall not exceed 10% of the total issued shares
of the Company, and such shares shall be transferred or canceled within three years.
When the Company repurchases its own shares, it shall perform the obligation of
information disclosure in accordance with the Securities Law and the regulatory rules of
securities of the place where the Company’s shares are listed. If the share repurchase is made
under the circumstances stipulated in (iii), (v) or (vi) above, it shall be conducted through
public centralized trading.
TRANSFER OF SHARES
Shares issued prior to the initial public offering of A shares of the Company shall not be
transferred within one year from the date on which the A shares of the Company are listed and
traded on the stock exchange. Where laws, administrative regulations or the securities
regulatory authority of the state council have other provisions governing the transfer of
company shares held by shareholders and the actual controlling party of a company, those
provisions shall prevail.
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The Directors, Supervisors and senior management of the Company shall declare the
Company of their holdings of shares of the Company and the changes therein. The shares
transferred by them during each year of their tenures as determined at the time of appointment
shall not exceed 25% of their total holdings of shares of the Company. The shares of the
Company held by them shall not be transferred within one year from the date on which the
Company’s shares are listed for trading. The shares of the Company held by them shall not be
transferred within half a year from their departure from the Company.
If the shares are pledged within the restricted transfer period stipulated by laws and
administrative regulations, the pledgee shall not exercise the pledge within the restricted
transfer period.
Where the securities regulatory rules of the place where the Company’s shares are listed
provide otherwise with respect to the restrictions on the transfer, those provisions shall prevail.
Any gains from sale of Company’s shares or other securities with the nature of equity by
the Directors, Supervisors and senior management members or shareholders holding 5% or
more of the Company’s shares within six months after their purchase of the same, and any gains
from the purchase of the shares or other securities with the nature of equity by any of the
aforesaid parties within six months after sale of the same shall be disgorged and paid to the
Company, and the Board of Directors of the Company shall recover such gains from the
abovementioned parties. However, there is an exception for securities companies that hold
more than 5% of the shares due to the purchase of surplus shares after the package sale, and
other circumstances stipulated by the securities regulatory authority of the State Council.
Shares or other securities with the nature of equity held by Directors, Supervisors, senior
management and individual shareholders as mentioned in the preceding paragraph include
shares or other securities with the nature of equity held by their spouses, parents or children,
or held by them by using other people’s accounts.
If the Board of Directors of the Company fails to comply with the provision set forth
above, the Shareholders are entitled to request the Board of Directors to do so within 30 days.
If the Board of Directors of the Company fails to comply within the aforesaid period, the
Shareholders are entitled to initiate litigation directly in the People’s Court of the PRC in their
own names for the interest of the Company. And if the Board of Directors fails to implement
the provisions set forth above, the responsible Directors shall bear joint and several liability
in accordance with law.
FINANCIAL ASSISTANCE FOR THE ACQUISITION OF SHARES IN OUR COMPANY
The Company or its subsidiaries (including affiliates of enterprises) shall not offer gifts,
loans, guarantees and any financial assistance for others to acquire the shares of the Company
or its parent company except for those implemented by employee stock ownership plans by the
Company.
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Unless otherwise provided in the securities regulatory rules of the place where the
Company’s shares are listed, upon the resolution of the shareholders’ meeting or the resolution
adopted by the Board of Directors as authorized by the Articles of Association of the Company
or by the shareholders’ meeting, the Company or its Subsidiaries (including its affiliated
enterprises) may provide financial assistance for other persons to acquire shares in the
Company, provided that the aggregate amount of such financial assistance shall not exceed ten
percent of the total issued share capital of the Company. The resolution of the Board of
Directors shall be passed by two-thirds or more of all the directors.
Where the violation of the aforesaid provisions causes the Company to suffer losses, the
directors, supervisors and senior management personnel who are accountable shall bear
compensation liability.
SHAREHOLDERS AND SHAREHOLDERS’ MEETINGS
Shareholders
The Company shall establish a register of shareholders in accordance with evidentiary
documents provided by the securities registration authorities. The register of shareholders is
sufficient evidence to prove that the shareholders hold the Company’s Shares. The original
register of shareholders of H shares is kept in Hong Kong and is available for inspection by
shareholders, but the Company may suspend the registration of shareholders in accordance
with applicable laws and regulations and the securities regulatory rules of the place where the
Company’s shares are listed. Shareholders shall enjoy rights and assume obligations according
to the class of shares they hold. Shareholders holding shares of the same class shall enjoy the
same rights and assume the same obligations.
The rights of our shareholders are as follows:
(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 operations of the Company, provide suggestions or submit queries;
(iv) To transfer, grant or pledge the Company’s shares held according to the provisions
of the laws, administrative regulations and the Articles of Association;
(v) To read and copy the Articles of Association, the register of shareholders,
shareholders’ meeting minutes, resolutions of meetings of the Board of Directors,
resolutions of meetings of the Board of Supervisors and financial and accounting
reports;
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(vi) To participate in the distribution of the remaining assets of our Company according
to the proportion of shares held upon our termination or liquidation;
(vii) To require our Company to acquire the shares from shareholders voting against any
resolutions adopted at the shareholders’ meeting concerning the merger and division
of the Company;
(viii) Other rights conferred by laws, administrative regulations, regulations of the
authorities, regulatory rules where the Company’s shares are listed, or the Articles
of Association.
If the shareholders request access to or reproduction of relevant information mentioned
in the above article or ask for relevant materials, they shall provide the Company with written
documents evidencing the class and number of the shares held by them in the Company, upon
verification of their status as shareholders, the Company shall provide such shareholders with
the information as required by them. If a shareholder who individually or jointly holds 3% or
more of the Company’s shares for more than 180 consecutive days requests to inspect the
Company’s accounting books or accounting vouchers, the provisions of the second, third and
fourth paragraphs of Article 57 of the PRC Company Law shall apply.
The provisions of the above articles shall apply to shareholders who request to inspect or
replicate the relevant materials of a wholly-owned subsidiary of the company. Shareholders of
the company who inspect or replicate the relevant materials shall also comply with the
provisions of the Securities Law and related laws and administrative regulations.
If the content of the resolution of the Company’s shareholders’ meeting or Board of
Directors violates laws, administrative regulations, the shareholders have the right to request
the court to clarify it invalid. If the convening procedures or voting methods of the
shareholders’ meeting or the Board of Directors violate laws, administrative regulations or the
Articles of Association, or the content of the resolution violates laws, administrative
regulations and the Articles of Association, the shareholders have the right to request the court
to revoke the resolution within 60 days from the date on which the resolution is made.
In the event of any loss caused to the Company as a result of violation of any laws,
administrative regulations or Articles of Association by the Directors or senior management
when performing their duties in the Company, the shareholders holding more than 1% shares
separately or jointly for over 180 consecutive days may submit a written request to the Board
of Supervisors to file an action with the court. Where Board of Supervisors violate laws,
administrative regulations or the Articles of Association in their duty performance and cause
loss to the Company, the shareholders holding more than 1% shares separately or jointly for
over 180 consecutive days may submit a written request to the Board of Directors to file an
action with the court.
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In the event that the Board of Supervisors or the Board of Directors refuse to file an action
upon receipt of the shareholders’ written request specified in the preceding paragraph, or fail
to file an action within 30 days upon receipt thereof, or in the event that the failure to
immediately file an action in an emergency case will cause irreparable damage to the interests
of the Company, the shareholder(s) specified in the preceding paragraph may, in their own
name, directly file an action to the court for the interest of the Company. In the event of any
other person infringes upon the legitimate rights and interests of the Company and causes
losses thereto, the shareholder(s) specified in this Articles of Association may file an action
with the court pursuant to the provisions of the preceding paragraphs.
The obligations of shareholders are as follows:
(i) To abide by laws, administrative regulations and the Articles of Association;
(ii) To provide Share capital according to the Shares subscribed and the subscription
methods;
(iii) Not to withdraw Shares 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, departmental
rules, normative documents, the listing rules of the place(s) where the Company’s
shares are listed and the Articles of Association.
Shareholders of a company who abuse their shareholders’ rights and cause the company
or other shareholders to suffer damages shall bear compensation liability in accordance with
the law. Shareholders of a company who abuse the independent legal person status of the
company and limited liability of shareholders to evade debts and cause damage to the interests
of the creditors of the company shall bear joint liability for the company’s debt.
If the shareholders holding more than 5% of the voting shares of the Company pledge
their shares, they shall submit a written report to the Company on the day of such pledge.
The controlling shareholder and actual controller of the Company shall not use their
connected relationship to damage the legitimate interests of the Company; who violate the
rules and cause losses to the Company shall be liable for compensation.
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--- page 548 ---
The controlling shareholder and actual controller of the Company shall have a duty of
good faith to the Company and public shareholders. Controlling shareholder shall exercise its
investor’s rights in strict accordance with the law and shall not damage the legitimate rights
and interests of the Company or of public Shareholders in any way such as via the distribution
of profits, an asset reorganization, external investments, the capital occupation or the provision
of a loan guarantee, nor shall the controlling shareholder abuse its controlling positions to
damage the interests of the Company or of public shareholders.
General Provisions for Shareholders’ Meetings
The shareholders’ meeting is the organ of authority of the Company, which exercises its
powers in accordance with the law:
(i) To elect or replace the 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 of Directors;
(iii) To examine and approve reports of the Board of Supervisors;
(iv) To examine and approve the Company’s proposals for profit distribution plans and
loss recovery plans;
(v) To decide on any increase or decrease of the Company’s registered capital;
(vi) To decide on the issue of corporate bonds by the Company;
(vii) To decide on matters such as merger, division, dissolution and liquidation or change
of corporate form of the Company;
(viii) To amend the Articles of Association;
(ix) Resolution on appointment and dismissal of an accounting firm by the Company;
(x) To examine and approve the guarantees stipulated in the Articles of Association that
need to be examined and approved by the Shareholders’ meeting;
(xi) To examine matters relating to the purchases and sales of the Company’s material
assets within one year, which exceed 30% of the Company’s latest audited total
assets (excluding the purchase of raw materials, fuel and power, and the sale of
products, commodities and other assets relevant to daily operation, but excluding the
purchase and sale of such assets involved in asset replacement);
(xii) To examine and approve matters relating to changes in the use of proceeds;
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--- page 549 ---
(xiii) To examine and approve the equity incentive plans and employee stock ownership
plans;
(xiv) To examine other matters as required by the laws, administrative regulations,
departmental rules, the securities regulatory rules of the place where the Company’s
shares are listed or the Articles of Association of the Company, which shall be
decided by the shareholders’ meeting.
The shareholders’ meeting may authorize the board of directors to make resolutions on
issuance of bonds by the Company. Except for the above, the aforesaid powers of the
shareholders’ meeting shall not be exercised by the board of directors or any other institution
or individual on its behalf upon authorization.
The following acts of external guarantee of the Company shall be submitted to the
shareholders’ meeting for deliberation and approval:
(i) The single guarantee for an amount more than 10% of the Company’s net assets
audited in the latest period;
(ii) Any guarantee to be provided after the total amount of external guarantees provided
by the Company and the subsidiaries it controls has exceeded 50% of the Company’s
net assets as audited in the latest period;
(iii) Any guarantee to be provided after the total amount of external guarantees provided
by the Company has exceeded 30% of the Company’s total assets audited in the
latest period;
(iv) Any guarantee to be provided for a party whose ratio of liabilities to assets exceeds
70%;
(v) Basis of the cumulative guarantee amount within twelve consecutive months, the
total amount of external guarantees provided by the Company has exceeded 30% of
the Company’s total assets audited in the latest period;
(vi) The total amount of guarantee provided by a company exceeds 50% of the latest
audited net assets of the company within twelve consecutive months and the
absolute amount exceeds RMB50 million;
(vii) The guarantee to be provided to a shareholder, or to an actual controller or related
party thereof;
(viii) Other guarantees required by the laws, administrative regulations, departmental
rules, the securities regulatory rules of the place where the Company’s shares are
listed or the Articles of Association.
Matters requiring external guarantees to be submitted for review by the Company’s
shareholders’ meeting must first be reviewed and approved by the Company’s Board of
Directors before they can be submitted for review by the shareholders’ meeting. When the
Board of Directors reviews guarantee matters, approval must be obtained from more than
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--- page 550 ---
two-thirds of the Directors present at the Board meeting. When the shareholders’ meeting
reviews the guarantee matters mentioned in item (v) of the preceding paragraph, approval must
be obtained from more than two-thirds of the voting rights held by the shareholders present at
the meeting.
When the shareholders’ meeting reviews proposals for guarantees provided to
shareholders, actual controller, and their affiliates, the shareholder in question or the
shareholder under the control of the actual controller shall not participate in the voting on such
proposals. The voting on such proposals shall be passed by a majority of the voting rights held
by the other shareholders present at the shareholders’ meeting. If the company provides
guarantees for the controlling shareholders, actual controller, and their affiliates, the
controlling shareholder, actual controller, and their affiliates shall provide counter-guarantees.
The company may provide guarantees for wholly-owned subsidiaries, or for controlled
subsidiaries where other shareholders of the controlled subsidiary provide guarantees in
proportion to their equity interests, and in compliance with the securities regulatory rules of the
place where the company’s share is listed, such guarantees may be exempt from submission for
review by the shareholders’ meeting if they fall under items (i), (ii), (iv), or (vi) of the first
paragraph of this article.
The shareholders’ meetings are divided into annual shareholders’ meetings and
extraordinary shareholders’ meetings. The annual shareholders’ meeting shall be convened
once a year and be held within six months after the end of the previous fiscal year.
The Company shall convene an extraordinary shareholders’ meeting within two months
from the date of the occurrence of any of the following circumstances:
(i) The number of Directors is less than the number provided for in the PRC Company
Law or less than two-thirds of the number prescribed in the Articles of Association;
(ii) The uncovered losses of our Company reach one-third of its total paid-in share
capital;
(iii) A written request from shareholders who separately or jointly hold 10% or more
shares in the Company;
(iv) The Board of Directors considers it necessary;
(v) The Board of Supervisors proposes that such a meeting shall be held;
(vi) Other circumstances conferred by the laws, administrative regulations, departmental
rules, securities regulatory rules of the place where the Company’s shares are listed
and the Articles of Association.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 551 ---
Assembling of Shareholders’ Meetings
The shareholders’ meeting shall be convened by the Board of Directors, which shall
convene the shareholders’ meeting within the time limit specified in the Company’s Articles of
Association. If the Board of Directors is unable or fails to perform its duty to convene the
shareholders’ meeting, the supervisory board shall promptly convene and preside over it. If the
supervisory board does not convene and preside over the meeting, shareholders who
individually or collectively hold more than 10% of the company’s shares for a continuous
period of 90 days or more may convene and preside over the meeting on their own.
After obtaining the consent of a majority of all independent directors, an independent
director has the right to propose to the Board of Directors to convene a special shareholders’
meeting. Upon receiving such a proposal, the Board of Directors shall, in accordance with the
provisions of laws, administrative regulations, and the company’s Articles of Association,
provide a written response within 10 days of receipt, indicating whether it agrees or disagrees
to convene a special shareholders’ meeting. If the Board of Directors agrees to convene a
special shareholders’ meeting, it shall issue a notice of the shareholders’ meeting within 5 days
after making the board resolution. If the Board of Directors disagrees to convene a special
shareholders’ meeting, it shall state the reasons and make an announcement.
The supervisory board has the right to propose to the Board of Directors to convene a
special shareholders’ meeting and shall submit such proposal in writing to the Board of
Directors. The Board of Directors shall, in accordance with the provisions of laws,
administrative regulations, and this Articles of Association, provide a written response within
10 days of receipt, indicating whether it agrees or disagrees to convene a special shareholders’
meeting.
If the Board of Directors agrees to convene a special shareholders’ meeting, it shall issue
a notice of the shareholders’ meeting within 5 days after making the board resolution. Any
changes to the original proposal in the notice shall be subject to the consent of the supervisory
board. If the Board of Directors disagrees to convene a special shareholders’ meeting, or fails
to provide feedback within 10 days of receipt, it shall be deemed that the Board of Directors
is unable or fails to perform its duty to convene the shareholders’ meeting. In such cases, the
supervisory board may convene and preside over the meeting on its own.
Shareholders who individually or collectively hold more than 10% of the company’s
shares have the right to request the Board of Directors to convene a special shareholders’
meeting and shall submit such request in writing to the Board of Directors. The Board of
Directors shall, in accordance with the provisions of laws, administrative regulations, and the
company’s Articles of Association, provide a written response within 10 days of receipt,
indicating whether it agrees or disagrees to convene a special shareholders’ meeting. If the
Board of Directors agrees to convene a special shareholders’ meeting, it shall issue a notice of
the shareholders’ meeting within 5 days after making the board resolution. Any changes to the
original request in the notice shall be subject to the consent of the relevant shareholders. If the
Board of Directors disagrees to convene a special shareholders’ meeting, or fails to provide
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-10 –


--- page 552 ---
feedback within 10 days of receipt, shareholders who individually or collectively hold more
than 10% of the company’s shares have the right to propose to the supervisory board to convene
a special shareholders’ meeting and shall submit such request in writing to the supervisory
board. If the supervisory board agrees to convene a special shareholders’ meeting, it shall issue
a notice of the shareholders’ meeting within 5 days after receiving the request. Any changes to
the original proposal in the notice shall be subject to the consent of the relevant shareholders.
If the supervisory board fails to issue a notice of the shareholders’ meeting within the
prescribed period, it shall be deemed that the supervisory board does not convene and preside
over the shareholders’ meeting. In such cases, shareholders who individually or collectively
hold more than 10% of the company’s shares for a continuous period of 90 days or more may
convene and preside over the meeting on their own.
Proposals and Notices of Shareholders’ Meetings
The company may convene a shareholders’ meeting, and the Board of Directors, the
supervisory board, as well as shareholders who individually or collectively hold more than 1%
of the company’s shares, have the right to submit proposals to the company.
Shareholders who individually or collectively hold more than 1% of the company’s shares
may submit a temporary proposal in writing to the convener 10 days prior to the shareholders’
meeting. The temporary proposal must have a clear agenda and specific resolution items. The
convener shall issue a supplementary notice of the shareholders’ meeting within 2 days after
receiving the proposal, announcing the content of the temporary proposal. However, this does
not apply if the temporary proposal violates the provisions of laws, administrative regulations,
or the company’s Articles of Association, or if it is not within the scope of the shareholders’
meeting’s authority. If, according to the securities regulatory rules of the place where the
company’s stock is listed, the shareholders’ meeting must be postponed due to the issuance of
a supplementary notice, the meeting shall be postponed in accordance with the provisions of
the securities regulatory rules of the place where the company’s stock is listed.
Except for the circumstances specified in the preceding paragraph, after the convener has
issued the notice of the shareholders’ meeting, it shall not modify the proposals already listed
in the notice or add new proposals.
The shareholders’ meeting shall not vote on or make resolutions regarding proposals that
are not listed in the notice of the shareholders’ meeting or that do not comply with the
provisions of the company’s Articles of Association.
The convener shall notify each shareholder in writing (including by announcement) at
least 21 days before the annual shareholders’ meeting, and at least 15 days before the special
shareholders’ meeting.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-11 –


--- page 553 ---
A notice of a shareholders’ meeting shall include the following:
(i) the time, venue and duration of the meeting;
(ii) matters and proposals submitted to the meeting for consideration;
(iii) a prominent written statement that all Shareholders are entitled to attend
shareholders’ meeting and are entitled to appoint in writing a proxy to attend and
vote at the meeting and that such proxy need not be a shareholder of the Company;
(iv) the record date of registration of Shareholders entitled to attend the shareholders’
meeting;
(v) the name and telephone number of the regular contact person for the meeting;
(vi) the time and procedure for voting online or through other means;
(vii) Other requirements.
After the shareholders’ meeting notice has been issued, the meeting should not be
postponed or canceled without a valid reason, and the proposals listed in the notice should not
be canceled. In the event of a postponement or cancellation, the convener shall announce and
explain the reasons at least two trading days before the originally scheduled date. If the
securities regulatory rules of the place where the company’s stock is listed have special
provisions regarding the procedures for postponing or canceling a shareholders’ meeting, these
provisions shall be followed, provided that they do not violate the regulatory requirements of
the domestic jurisdiction.
Convening of Shareholders’ Meetings
All shareholders or their proxies registered on the record date for equity registration shall
be entitled to attend the shareholders’ meeting. They shall have the right to speak and exercise
voting rights at the meeting in accordance with relevant laws, regulations, and the company’s
Articles of Association (unless individual shareholders are required to abstain from voting on
certain matters under the securities regulatory rules of the place where the company’s stock is
listed). Shareholders may attend the shareholders’ meeting in person or appoint a proxy to
attend and vote on their behalf.
When the shareholders’ meeting is convened, all directors, supervisors, and the secretary
of the Board of Directors shall be present at the meeting, and the General Manager and other
senior management personnel shall attend the meeting as observers.
The shareholders’ meeting shall be presided over by the chairman of the board. If the
chairman is unable or fails to perform his duties, the meeting shall be presided over by the
co-chairman or vice-chairman elected by a majority of the directors; if the co-chairman and
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 554 ---
vice-chairman are unable or fail to perform their duties, one director shall be elected by a
majority of the directors to preside over the meeting. If the shareholders’ meeting is convened
by the supervisory board, it shall be presided over by the chairman of the supervisory board.
If the chairman of the supervisory board is unable or fails to perform his duties, one supervisor
shall be elected by a majority of the supervisors to preside over the meeting. If the
shareholders’ meeting is convened by the shareholders themselves, a representative shall be
elected by the conveners to preside over the meeting. If the presiding officer of the meeting
violates the rules of procedure and prevents the meeting from proceeding, upon the agreement
of more than half of the shareholders present and entitled to vote, the shareholders’ meeting
may elect one person to serve as the presiding officer to continue the meeting.
The company shall establish rules of procedure for the shareholders’ meeting, which shall
detail the procedures for convening and voting at the shareholders’ meeting, including
notification, registration, review of proposals, voting, counting of votes, announcement of
voting results, formation of resolutions, record-keeping and signing, and announcement. The
rules shall also specify the principles and specific content of the authorization granted by the
shareholders’ meeting to the Board of Directors. The rules of procedure for the shareholders’
meeting shall be an appendix to the company’s Articles of Association, drafted by the Board
of Directors, and approved by the shareholders’ meeting.
Voting at the Shareholders’ Meeting
The resolutions of the Shareholders’ meeting are divided into ordinary resolutions and
special resolutions. An ordinary resolution at a shareholders’ meeting shall be passed by more
than half of the voting rights held by the shareholders present at the shareholders’ meeting
(including proxies). A special resolution at a shareholders’ meeting shall be passed by at least
two-thirds of the voting rights held by the shareholders present at the shareholders’ meeting
(including proxies).
The following matters shall be approved by the shareholders’ meeting through ordinary
resolutions:
(i) Work reports of the Board of Directors and the Board of Supervisors;
(ii) Plans of earnings distribution and recovery of losses schemes drafted by the Board
of Directors;
(iii) Appointment or dismissal of the members of the Board of Directors and the Board
of Supervisors, their remunerations and the payment method;
(iv) Annual report of the Company and summaries of the annual report;
(v) Other matters other than those approved by special resolution stipulated in the laws,
administrative regulations, securities regulatory rules of the place where the
Company’s Shares are listed or the Articles of Association.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-13 –


--- page 555 ---
The following matters shall be approved by special resolution at the shareholders’
meeting:
(i) The increase or reduction of the registered capital of the Company;
(ii) The division, merger, dissolution and liquidation of the Company;
(iii) Any amendment to the Articles of Association;
(iv) The purchase and sale of material assets or amount of guarantee provided by the
Company within one year valued at more than 30% of the audited total assets of the
Company as at the most recent period;
(v) Share incentive plan;
(vi) other matters as required by the laws, administrative regulations, the securities
regulatory rules of the place where the shares of the Company are listed or the
Articles of Association, and considered by the shareholders’ meeting, by way of an
ordinary resolution, to be of a nature which may have a material impact on the
Company, shall be passed by a special resolution.
Shareholders (including proxies) shall exercise voting rights based on the number of
shares with voting rights held by them, and each share shall be entitled to one vote. Where the
securities regulatory rules at the place where the shares of the company are listed provide
otherwise, such provisions shall prevail.
Where material issues affecting the interests of minority shareholders are considered at
the shareholders’ meeting, the votes of minority shareholders shall be counted separately. The
separate votes counting results shall be disclosed publicly in a timely manner.
The Company’s own shares held by the Company do not carry voting rights and such
shares shall not count towards the total number of shares with voting rights at shareholders’
meeting. If a shareholder purchases shares with voting rights of the Company in violation of
the provisions of Article 63(1) and (2) of the “Securities Law,” the voting rights of such shares
in excess of the prescribed proportion shall not be exercised and shall not be counted towards
the total number of shares with voting rights present at the shareholders’ meeting for 36 months
after the purchase.
In accordance with the requirements of relevant laws and regulations and the securities
regulatory rules of the place where the Company’s shares are listed, if any shareholder is
required to abstain from voting on the relevant proposal, or restricts any shareholder from
voting only for or against the designated proposal, any vote taken by such shareholder or his
representative in violation of the aforesaid provisions or restrictions shall not be counted in the
voting results. The Board of Directors of a company, independent directors, shareholders
holding more than 1% of the voting shares, or investor protection institutions established in
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 556 ---
accordance with laws and regulations, may act as solicitors, either by themselves or by
entrusting securities companies or securities service institutions, to publicly request
shareholders to entrust them to attend shareholders’ meetings on their behalf and exercise
shareholder rights such as the right to propose and vote on their behalf, but shall not publicly
solicit shareholder rights in a paid or disguised paid manner. Except for the statutory
conditions, the Company shall not impose a minimum shareholding restriction on the
solicitation of voting rights. The solicitor shall disclose the solicitation announcement and
related solicitation documents in accordance with regulations, and disclose the progress and
results of the solicitation in accordance with regulations, and the Company shall cooperate. If
the solicitor holds the company’s shares, it shall promise not to transfer the shares held before
the announcement of the resolution of the shareholders’ meeting to deliberate the solicitation
proposal. The solicitor may use electronic means to publicly solicit shareholders’ rights to
facilitate the entrustment of shareholders, and the company shall cooperate. If the solicitor only
puts forward voting opinions on some of the proposals at the shareholders’ meeting, it shall
also solicit the voting opinions of shareholders on other proposals and vote on their behalf
according to their opinions.
When the shareholders’ meeting reviews matters related to related-party transactions,
associated shareholders shall not participate in the voting, and the number of shares they
represent with voting rights shall not be included in the total number of valid votes; the
announcement of the shareholders’ meeting resolution shall fully disclose the voting situation
of non-associated shareholders.
BOARD OF DIRECTORS
Directors
Directors may include executive Directors, non-executive Directors, and independent
Directors. The non-executive director means the director who does not hold a management
position in the Company.
Directors of the Company shall be individuals, and 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;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 557 ---
(iii) the person who is a former director, factory director or General Manager (President)
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 such revocation of the business license;
(v) the person listed as a judgment defaulter by the court of the PRC because the amount
of debt he bears is relatively large and the debt is not paid off when it is due;
(vi) the person has been banned by the CSRC from access to the securities market, and
the term of prohibition has not expired;
(vii) other contents stipulated by laws, administrative regulations or departmental rules or
the securities regulatory rules of the place where the shares of the Company are
listed.
Where a Director is elected or appointed in violation of the provisions above, the election,
appointment or appointment shall be invalid. If a Director falls under the provisions above
during his or her tenure, the Company shall dismiss him or her from office.
Directors are elected or replaced by the shareholders’ meeting and may be removed from
office by the shareholders’ meeting before the expiration of their term. The term of office for
directors is three years, and they may be re-elected for consecutive terms. If the securities
regulatory rules of the place where the company’s stock is listed have other provisions
regarding the re-election of directors, such provisions shall apply.
The term of office for directors begins on the date of their appointment and ends when
the current Board of Directors’ term expires. If the term of office for directors expires and a
timely re-election has not taken place, the outgoing directors shall continue to perform their
duties in accordance with laws, administrative regulations, departmental rules, and the
company’s Articles of Association until the newly elected directors take office.
Subject to the securities regulatory rules of the place where the company’s stock is listed,
if the Board of Directors appoints new directors to fill a temporary vacancy or to increase the
number of directors, the term of the appointed director shall only extend to the first annual
shareholders’ meeting following their appointment, at which time they shall be eligible for
re-election.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-16 –


--- page 558 ---
The company shall not replace more than half of the total number of directors within any
continuous twenty-four-month period; however, this limitation does not apply if a director
resigns or is removed from office for violating laws, administrative regulations, or the
company’s Articles of Association, resulting in the number of directors falling below the
number stipulated in the Articles of Association. Directors who are re-elected for consecutive
terms are not considered to be replaced or newly elected under this provision.
Directors may concurrently hold the position of General Manager or other senior
management positions, but the total number of directors who concurrently hold the position of
General Manager or other senior management positions shall not exceed half of the total
number of directors of the company.
Directors shall comply with laws, administrative regulations, and the company’s Articles
of Association and owe the following duties of diligence to the company:
(i) They shall exercise the rights granted to them by the company with prudence,
diligence, and care to ensure that the company’s business activities comply with
national laws, administrative regulations, and all national economic policies, and
that business operations do not exceed the scope of business specified in the
business license;
(ii) They shall treat all shareholders fairly;
(iii) They shall promptly understand the status of the company’s business operations and
management;
(iv) They shall sign a written confirmation on the company’s regular reports to ensure
that the information disclosed by the company is true, accurate, and complete;
(v) They shall provide relevant information and materials to the supervisory board
truthfully and shall not obstruct the supervisory board or supervisors from
exercising their powers;
(vi) They shall not provide any form of convenience or assistance that is detrimental to
the legitimate rights and interests of the company or shareholders to any
organization or individual and their acquisition actions that are intended to or are
implementing a hostile takeover of the company;
(vii) Other duties of diligence as stipulated by laws, administrative regulations,
departmental rules, the securities regulatory rules of the place where the company’s
stock is listed, and the company’s Articles of Association.
Directors may resign before the expiration of their term. Resignation of a director shall
be submitted to the Board of Directors in writing. The Board of Directors shall disclose the
relevant circumstances within two days. If the resignation of a director causes the number of
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-17 –


--- page 559 ---
directors on the board to fall below the statutory minimum, the outgoing director shall continue
to perform their duties in accordance with laws, administrative regulations, departmental rules,
and the company’s Articles of Association until the newly elected director takes office. Except
for the circumstances mentioned in the preceding paragraph, the resignation of a director shall
take effect upon the delivery of the resignation letter to the Board of Directors.
Without the provisions of the company’s Articles of Association or the lawful
authorization of the Board of Directors, no director shall act on behalf of the company or the
Board of Directors in their personal capacity. When a director acts in their personal capacity,
if a third party would reasonably believe that the director is acting on behalf of the company
or the Board of Directors, the director shall make a prior declaration of their position and
identity.
The qualifications, nomination, resignation, and other matters concerning independent
directors shall be carried out in accordance with the relevant provisions of laws, regulations,
other normative documents, the securities regulatory rules of the place where the company’s
stock is listed, and the company’s management system.
Board of Directors
The Company has established a Board of Directors which shall be accountable to the
shareholders’ meetings.
The Board of Directors shall consist of 9 directors, including 3 Independent Directors.
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’ meetings;
(iii) to resolve business operation plans and investment plans of the Company;
(iv) to formulate the profit distribution plans and plans for recovery of losses of the
Company;
(v) to formulate plans of the Company regarding increase or reduction of the registered
capital, issuance of bonds or other securities and listing;
(vi) to draft plans for significant acquisitions of the Company, the purchase of Shares of
the Company, merger, division, dissolution or change of the form of the Company;
(vii) to determine, to the extent authorized by the shareholders’ meeting, on such matters
as the external investments, purchase or sale of assets, assets mortgage, external
guarantee, entrusted wealth management, connected transactions of the Company;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-18 –


--- page 560 ---
(viii) to determine the internal management structure of the Company;
(ix) to determine the appointment or dismissal of the General Manager of the Company,
the Board secretary; and based on the nomination of the General Manager, to
determine the appointment or dismissal of the senior management including Deputy
General Managers and chief financial officer of the Company and determine their
remuneration, rewards and penalties;
(x) to formulate the basic management system of the Company;
(xi) to formulate proposals for any amendment of the Articles of Association;
(xii) to manage the information disclosure of the Company;
(xiii) to propose to the shareholders’ meeting for appointment or replacement of the
accounting firms which provide audit services to the Company;
(xiv) to listen to work reports of the General Manager of the Company and review his/her
work;
(xv) to take timely and effective measures to maintain the stability of the company and
the interests of the shareholders thereof in case of any crisis in the company
provided that mandatory provisions of laws and regulations are not violated;
(xvi) other duties as stipulated in laws, administrative regulations, departmental rules,
securities regulatory rules of the place where the shares of the Company are listed
and the Articles of Association.
Matters beyond the scope of such authorization shall be submitted to the shareholders’
meeting for consideration.
The Board of Directors shall establish special committees such as audit committee,
strategy committee, nomination committee, remuneration and appraisal committee, etc. The
special committees shall be accountable to the Board of Directors, perform duties pursuant to
the company’s Articles of Association and the authorization of the Board of Directors, and
submit motions to the Board of Directors for deliberation and decision. All members of the
special committees shall be directors, among which the audit committee, the nomination
committee and the remuneration and appraisal committee shall be chaired by independent
directors, while the audit committee shall be chaired by an accounting professional.
The Board of Directors shall have one Chairman, one Co-Chairman, and two Vice
Chairmen. The Chairman, Co-Chairman, and Vice Chairmen shall be elected by the Board of
Directors with the approval of a majority of all directors.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-19 –


--- page 561 ---
The Board of Directors shall convene at least four regular meetings per year, called by the
Chairman, and all directors and supervisors shall be notified in writing at least 14 days prior
to the meeting by personal delivery, mail, fax, or email. Shareholders representing more than
one-tenth of the voting rights, more than one-third of the directors, or the supervisory board
may propose to convene an extraordinary meeting of the Board of Directors. The Chairman
shall convene and preside over the Board of Directors meeting within 10 days after receiving
the proposal.
A meeting of the Board of Directors 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.
V oting on resolutions of the Board of Directors shall be conducted on a one person, one vote
basis.
If a director has an associated relationship with the subject matter of a resolution of the
Board of Directors, such director shall not exercise the voting right on such resolution, nor
shall such director act on behalf of other directors in exercising the voting right. A meeting of
the Board of Directors may be held if more than half of the directors without associated
relationships are present, and resolutions made at the meeting of the Board of Directors must
be passed by a majority of the directors without associated relationships. If the number of
directors without associated relationships attending the Board of Directors is less than three,
the matter shall be submitted to the shareholders’ meeting for review. If laws, regulations, or
the securities regulatory rules of the place where the company’s stock is listed impose
additional restrictions on directors’ participation in Board of Directors meetings and voting,
such provisions shall prevail.
When the Board of Directors reviews matters related to associated transactions, directors
(including authorized agents) who have an associated relationship with such matters may
attend the Board of Directors meeting and may explain their views to the attending directors
in accordance with the meeting procedures, but they must abstain from voting.
General Manager and Other Senior Management Members
The company shall have one General Manager, several Deputy General Managers, and
one Secretary to the Board of Directors, all of whom shall be appointed or dismissed by the
Board of Directors.
The General Manager, Deputy General Managers, Chief Financial Officer, Secretary to
the Board of Directors, and other senior management personnel confirmed by the Board of
Directors of the company are considered senior management personnel of the company.
The provisions in the company’s Articles of Association regarding the fiduciary duties
and duties of care of directors shall also apply to senior management personnel.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-20 –


--- page 562 ---
The General Manager is responsible to the Board of Directors and exercises the following
powers:
(i) To preside over the company’s production and business management activities,
implement the resolutions of the Board of Directors, and report work to the Board
of Directors;
(ii) To implement the company’s annual business plan and investment programs;
(iii) To draft proposals for the establishment of internal management institutions of the
company;
(iv) To draft the company’s basic management systems;
(v) To formulate specific regulations of the company;
(vi) To propose to the Board of Directors the appointment or dismissal of Deputy
General Managers and the Chief Financial Officer;
(vii) To decide on the appointment or dismissal of management personnel other than
those who should be appointed or dismissed by the Board of Directors;
(viii) Other powers granted by the company’s Articles of Association or the Board of
Directors.
The General Manager shall attend the meetings of the Board of Directors.
Senior management personnel of the company shall faithfully perform their duties and
safeguard the maximum interests of the company and all shareholders. If senior management
personnel fail to faithfully perform their duties or violate their fiduciary duties, causing
damage to the interests of the company and the public shareholders, they shall be liable for
compensation in accordance with the law.
SUPERVISORY COMMITTEE
Supervisory
The circumstances of disqualification for Directors prescribed in the Articles of
Association shall be applicable to Supervisors. Directors, the General Manager and other
senior management shall not concurrently serve as Supervisors.
A Supervisor shall serve for a term of 3 years and may serve consecutive terms if
re-appointed upon expiry of a term.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-21 –


--- page 563 ---
Where a re-election fails to be carried out in a timely manner upon the expiry of the term
of office of a Supervisor, or in the event that the resignation of the Supervisor during his/her
term of office results in the number of members of the Board of Supervisors falling below the
statutory minimum requirement, such Supervisor shall continue to perform his/her duties as a
Supervisor in accordance with the laws, administrative regulations, departmental rules and the
Articles of Association until the newly elected Supervisor assumes the office.
Supervisors shall not use their affiliated relationships to damage the interests of the
Company, and shall be liable for compensation if they cause losses to the Company.
If Supervisors of the Company violate the laws, administrative regulations, departmental
rules and the Articles of Association when conducting their duties, causing damage to the
Company, they shall be liable for compensation.
Board of Supervisors
The Company shall have a Board of Supervisors. The Board of Supervisors comprises 3
Supervisors including one supervisor who is the representative of employees. The Board of
Supervisors comprises with 1 chairman. The Chairman of the Board shall be elected by more
than half of all the Supervisors.
The Chairman of the Board shall convene and preside over supervisory board meetings.
Where the Chairman of the Board is unable or fails to perform his/her duties, the supervisory
board meetings shall be convened and presided over by a Supervisor jointly elected by more
than half of the Supervisors.
The Board of Supervisors shall include representatives of Shareholders and a proper
proportion of employee representatives of the Company. The proportion of employee
representatives shall be no less than one third of the Supervisors appointed. The employee
representatives of the Board of Supervisors shall be elected by the Company’s employees
through the employee representatives meeting, employee meeting or otherwise democratically.
The Board of Supervisors shall exercise the following duties and powers:
(i) to review the periodic reports of the Company prepared by the Board of Directors
and express its written opinion;
(ii) to check the financial condition of the Company;
(iii) to supervise the performance of Directors and senior management in the
performance of their duties, and propose the removal of Directors and senior
management who violate laws, administrative regulations, the Articles of
Association or the resolutions of the shareholders’ meetings;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-22 –


--- page 564 ---
(iv) to require Directors and the senior management to make corrections if their conduct
has damaged the interests of the Company, reporting to the shareholders’ meeting or
relevant competent governmental authorities if necessary;
(v) to propose the convening of extraordinary shareholders’ meetings and, in the event
that the Board of Directors fails to perform the obligations to convene and preside
over the shareholders’ meetings in accordance with the PRC Company Law, to
convene and preside over the shareholders’ meetings;
(vi) to propose proposals to the shareholders’ meetings;
(vii) To proposal to hold Interim Board meetings;
(viii) to file lawsuit against Directors and senior management in accordance with Article
189 of the PRC Company Law;
(ix) in case of any irregularity identified in the operations of the Company,
investigations may be conducted, and if necessary, professional institutions such as
accounting firms and law firms may be engaged to assist in their work at the expense
of the Company;
(x) Other functions and powers granted by laws, administrative regulations,
departmental rules, or the Articles of Association.
The Board of Supervisors shall convene at least one regular meeting every six months.
Supervisors may propose to convene an extraordinary supervisory board meeting.
Resolutions of the Board of Supervisors shall be passed by more than half of the
Supervisors with one vote for each Supervisor.
FINANCIAL ACCOUNTING SYSTEM, DISTRIBUTION OF PROFITS AND AUDIT
Financial Accounting System
The Company shall formulate its financial and accounting systems in accordance with
laws, administrative regulations, the securities regulatory rules of the place where the shares
of the Company are listed and regulations of relevant departments.
The company’s financial accounting reports are prepared, submitted, and disclosed in
accordance with the relevant provisions of laws, administrative regulations, departmental rules,
and the securities regulatory rules of the place where the company’s share is listed. The
company shall prepare and submit the annual report to the CSRC and the stock exchange where
the company’s share is listed within four months after the end of each fiscal year; submit and
disclose the interim report to the CSRC’s dispatched institutions and the stock exchange within
two months after the end of the first half of each fiscal year; and submit the quarterly reports
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-23 –


--- page 565 ---
within one month after the end of the first three months and the first nine months of each fiscal
year. The aforementioned annual reports, interim reports, and quarterly reports are prepared in
accordance with the relevant provisions of laws, administrative regulations, departmental rules,
and the securities regulatory rules of the place where the company’s stock is listed.
The Company shall not establish the statutory account books accounts other than those
provided by law. Any assets of the Company shall not be kept under any account opened in the
name of any individual.
Distribution of Profits
When distributing after-tax profits of the year, the Company shall allocate 10% of its
after-tax profits for the Company’s statutory reserve fund. When the aggregate balance in the
statutory reserve fund has reached 50% or more of the Company’s registered capital, the
Company needs not to make any further allocations to that fund. Where the Company’s
statutory reserve fund is not enough to make up losses of the Company for the preceding year,
the current year’s profits shall be applied firstly to make up the losses before being allocated
to the statutory reserve in accordance with the preceding provision.
After the company has extracted the statutory surplus reserve from the post-tax profit, it
may, upon resolution of the shareholders’ meeting, extract a discretionary surplus reserve from
the post-tax profit. The remaining post-tax profit after the company has made up for losses and
extracted surplus reserves shall be distributed in proportion to the shares held by the
shareholders. If the shareholders’ meeting violates the provisions of the preceding paragraph
and distributes profits to the shareholders before the company has made up for losses and
extracted the statutory surplus reserve, the shareholders must return the profits distributed in
violation of the regulations to the company. Shares held by the company itself do not
participate in the profit distribution. The company must appoint one or more collection agents
in Hong Kong for the H-shareholders. The collection agent shall collect and hold on behalf of
the relevant H-shareholders the dividends and other payments distributed by the company in
respect of the H-shares, pending payment to such H-shareholders. The collection agent
appointed by the company shall meet the requirements of laws and regulations and the
securities regulatory rules of the place where the company’s share is listed.
The company’s surplus reserves are used to make up for the company’s losses, to expand
the company’s production and operations, or to increase the company’s registered capital.
When using surplus reserves to make up for losses, the discretionary surplus reserve and the
statutory surplus reserve shall be used first; if they are still insufficient to make up for the
losses, the capital surplus reserve may be used in accordance with the regulations; if there are
still losses, the registered capital may be reduced to make up for the losses. When reducing the
registered capital to make up for losses, the company shall not distribute profits to the
shareholders, nor shall it exempt the shareholders from the obligation to pay contributions or
share payments. In accordance with the provisions of the preceding paragraph, the company
shall announce in the designated publications or the National Enterprise Credit Information
Publicity System (ʮͪӻ୕) within thirty days from the date the
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-24 –


--- page 566 ---
shareholders’ meeting makes a resolution to reduce the registered capital. After the company
reduces its registered capital in accordance with the provisions of the preceding two
paragraphs, it shall not distribute profits before the cumulative amount of the statutory surplus
reserve and the discretionary surplus reserve reaches fifty percent of the company’s registered
capital. When the statutory surplus reserve is converted into capital, the amount of such surplus
reserve retained shall not be less than twenty-five percent of the company’s registered capital
before the increase.
The company’s profit distribution policy maintains continuity and stability, while also
considering the company’s long-term interests, the overall interests of all shareholders, and the
company’s sustainable development. The company’s Board of Directors and shareholders’
meeting will fully consider the opinions of independent directors and public investors in the
decision-making and argumentation process of the profit distribution policy.
The company’s profit distribution may take the form of cash, shares, or a combination of
both. If the conditions for cash dividends are met, the company will in principle prioritize the
cash dividend method of profit distribution; when the company has major investment plans or
major cash expenditures, it may distribute dividends in the form of shares.
Internal Audit
The Company implements an internal audit system which is equipped with dedicated
audit personnel to conduct internal audits for supervision of financial income and expenditure
and economic activities of the Company.
The internal audit system of the Company and the duties of audit personnel shall be
implemented upon approval by the Board of Directors. The head of audit shall be accountable
and report to the Board of Directors.
Appointment of an Accounting Firm
The Company shall appoint such accounting firm which has complied with the Securities
Law, and the securities regulatory rules of the place where the shares of the Company are listed
for carrying out the audit for the accounting statements, net asset verification, and other
relevant consultancy services. The term of appointment shall be 1 year and can be re-appointed.
The appointment of accounting firm by the Company shall be subject to the approval of
shareholders’ meetings. The Board shall not appoint accounting firm before the approval of the
shareholders’ meeting.
The Company guarantees that it shall provide the appointed accounting firm with true and
complete accounting proofs, accounting books, financial and accounting reports and other
accounting information, and that it engages without any refusal, withholding, and
misrepresentation.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-25 –


--- page 567 ---
The auditing fee of the accounting firm or the method of determining audit fee shall be
determined by the shareholders’ meeting.
In the event of termination of the appointment or non-renewal of appointment of an
accounting firm, the Company shall notify the accounting firm 10 days in advance; when the
shareholders’ meeting votes on termination of appointment of an accounting firm, the
accounting firm shall be allowed to make its representation. An accounting firm proposing to
resign shall state its opinions in the shareholders’ meeting whether the Company has committed
any improper act.
MERGER, DIVISION, CAPITAL INCREASE, CAPITAL REDUCTION, DISSOLUTION
AND LIQUIDATION
Merger, Division, Capital Increase, and Capital Reduction
Merger of the Company may take the form of absorption or establishment of a new
company. In case of merger by absorption, a company absorbs any other company and the
absorbed company is dissolved. In case of merger by new establishment, two or more
companies merge into a new one and the parties to the merger are dissolved.
If the Company is involved in a merger, the parties to the merger shall enter into a merger
agreement, and shall prepare a balance sheet and a property list. The Company shall notify its
creditors within 10 days as of the date of the resolution for the merger and shall publish an
announcement on the designated press or the National Enterprise Credit Information Publicity
System (ʮͪӻ୕) within 30 days as of the date of such resolution. A
creditor may within 30 days as of the receipt of the notice or, in case where he/she fails to
receive such notice within 45 days of the date of the announcement, to demand the Company
to repay its debts or provide guarantees for such debts. Where the securities regulatory rules
at the place where the shares of the Company are listed have separate provisions, such
provisions shall also be complied with simultaneously.
When the Company is merged, the claims and debts of each party to the merger shall be
succeeded to by the company surviving the merger or the new company established subsequent
to the merger.
Where there is a division of the Company, its assets shall be divided accordingly. Where
there is a division of the Company, a balance sheet and property list shall be prepared. The
Company shall notify its creditors within 10 days as of the date of the resolution for the
division and shall publish an announcement on the designated press or the National Enterprise
Credit Information Publicity System (ʮͪӻ୕) within 30 days as of the
date of such resolution. Unless a written agreement has been entered into, before the division,
by the Company and its creditors in relation to the repayment of debts, debts of the Company
prior to the division shall be jointly assumed by the surviving companies after the division.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-26 –


--- page 568 ---
Where the Company needs to reduce its registered capital, it shall prepare a balance sheet
and property list. The Company shall notify its creditors within 10 days as of the date of the
resolution for the reduction of its registered capital and shall publish an announcement on the
designated press or the National Enterprise Credit Information Publicity System (ڦ
ʮͪӻ୕) within 30 days as of the date of such resolution. A creditor may within 30
days as of the receipt of the notice or, in case where he/she fails to receive such notice within
45 days of the date of the announcement, to demand the Company to repay its debts or provide
guarantees for such debts.
The registered capital of the Company after the reduction shall not be less than the
statutory minimum amount.
In the event of a merger or division of a company, if there is a change in the registration
items, the Company shall go through the change registration with the company registration
authority in accordance with the law; If the Company is dissolved, it shall go through the
deregistration of the procedures company in accordance with the law; If a new company is
established, the company establishment registration shall be completed in accordance with the
law. If the Company increases or decreases its registered capital, it shall go through the change
registration with the company registration authority in accordance with the law.
Dissolution and Liquidation
The Company shall be dissolved upon the occurrence of the following events:
(i) expiry of the term of business provided in the Articles of Association or other cause
of dissolution as specified therein;
(ii) a resolution on dissolution is passed by a shareholders’ meeting;
(iii) dissolution is required due to the merger or division of the Company;
(iv) the business license of the Company is revoked or the Company is ordered to close
down or dissolved in accordance with the laws;
(v) the Company suffers significant hardships in operation and management, and its
continued existence would cause significant losses to Shareholders’ interests, and
such issues cannot be resolved through other means, Shareholders representing 10%
or above of the total voting rights of the Company may plead the court to dissolve
the Company.
If the Company is in the situation as described in Item (i) of the preceding paragraph and
has not yet distributed its properties to shareholders, it can continue to exist by amending the
Articles of Association or through a resolution of the shareholders’ meeting. The amendment
of the Articles of Association or the resolution of the shareholders’ meeting as per the
preceding paragraph must be passed by more than two-thirds of the voting rights held by the
shareholders attending the shareholders’ meeting.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-27 –


--- page 569 ---
If the company is dissolved due to the provisions mentioned in items (i), (ii), (iv), and (v)
above, a liquidation shall be conducted. The directors shall be the obligors for the company’s
liquidation and must form a liquidation group within 15 days from the date the cause for
dissolution arises to carry out the liquidation. The liquidation group shall be composed of
directors or persons determined by the shareholders’ meeting. If the liquidation group is not
established within the prescribed period to conduct the liquidation, or if the liquidation group
is established but fails to conduct the liquidation, interested parties may apply to the People’s
Court to appoint relevant personnel to form a liquidation group to conduct the liquidation.
The liquidation group shall notify the creditors within 10 days from the date of its
establishment and announce it in the designated newspapers or the National Enterprise Credit
Information Publicity System within 60 days. Creditors shall declare their claims to the
liquidation group within 30 days from the date of receiving the notice, or within 45 days from
the date of the announcement if they have not received the notice.
When declaring claims, creditors shall specify the relevant matters of the claims and
provide supporting documents. The liquidation group shall register the claims.
During the period for declaring claims, the liquidation group shall not make repayments
to the creditors.
After the liquidation group has sorted out the company’s assets, prepared the balance
sheet and inventory of assets, it shall formulate a liquidation plan and submit it to the
shareholders’ meeting or the court for confirmation. The Company’s assets shall be used to pay
the liquidation expenses, employees’ wages, social insurance fees, and statutory compensation,
to pay the taxes owed, and to repay the company’s debts. The remaining assets shall be
distributed among the shareholders in proportion to their shareholdings.
During the liquidation period, the Company shall continue to exist but shall not engage
in any business activities unrelated to the liquidation. The Company’s assets shall not be
distributed to the shareholders before the aforementioned provisions have been complied with.
After sorting out the Company’s assets and preparing the balance sheet and inventory of
assets, the liquidation group finds that the Company’s assets are insufficient to repay the debts,
it shall apply to the court for bankruptcy liquidation in accordance with the law. After the court
accepts the bankruptcy application, the liquidation group shall transfer the liquidation affairs
to the bankruptcy administrator appointed by the court.
Upon the completion of the company’s liquidation, the liquidation group shall prepare a
liquidation report, submit it to the shareholders’ meeting or the court for confirmation, and file
it with the company registration authority to apply for the cancellation of the company
registration and announce the termination of the company.
If the company is declared bankrupt in accordance with the law, the bankruptcy
liquidation shall be carried out in accordance with the relevant laws on enterprise bankruptcy.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-28 –


--- page 570 ---
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Company shall amend the Articles of Association in any of the following
circumstances:
(i) after amendments are made to the PRC Company Law or other relevant laws,
administrative regulations and regulatory rules at the place where the shares of the
Company are listed, the matters stipulated in the Articles of Association are in
conflict with the provisions of the revised laws, administrative regulations and
regulatory rules at the place where the shares of the Company are listed;
(ii) if certain changes of the Company occur resulting in the inconsistency with certain
terms specified in the Articles of Association;
(iii) the shareholders’ meeting has resolved to amend the Articles of Association.
Where the amendments to the Articles of Association passed by resolutions of the
shareholders’ meetings require approval of the competent authorities, the amendments shall be
submitted to the relevant authorities for approval. Where the amendments involve registration
matters of the Company, the involved changes shall be registered in accordance with the laws.
The Board shall amend the Articles of Association in accordance with the resolution of
the shareholders’ meetings on amendment to the Articles of Association and the examination
and approval opinions from relevant authorities.
Any amendment to the Articles of Association that is required to be disclosed in
accordance with laws and regulations shall be announced in accordance with provisions
thereof.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-29 –


--- page 571 ---
1. FURTHER INFORMATION ABOUT OUR GROUP
A. Incorporation of Our Company
Our Company was incorporated in the PRC on December 16, 2011, and was converted
into a joint stock limited company on December 15, 2015. Our Company completed the listing
of our A Shares on the ChiNext of the Shenzhen Stock Exchange (stock code: 300750) in June
2018.
As of the date of this prospectus, our Company’s registered address and headquarters are
located at No. 2 Xingang Road, Zhangwan Town, Jiaocheng District, Ningde City, Fujian
Province, the PRC. Our Company’s corporate structure and Articles of Association are
governed by PRC laws and regulations.
The relevant PRC laws and regulations and a summary of the Articles of Association are
set out in “Appendix IV — Summary of Principal Laws and Regulatory Provisions” and
“Appendix V — Summary of the Articles of Association” to this prospectus, respectively.
Our principal place of business in Hong Kong is at 13/F, LKF29, 29 Wyndham Street,
Central, Hong Kong. Our Company is registered with the Registrar of Companies in Hong
Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance on June 2,
2022. Mr. Chau Yiu Keung ( մᘴ੶) has been appointed as the authorized representative of our
Company for the acceptance of service of process and notices on behalf of our Company in
Hong Kong. The address for the service of process is the same as our principal place of
business in Hong Kong.
B. Changes in the Share Capital of Our Company
Save as disclosed below, there has been no alteration in the share capital of our Company
within two years immediately preceding the date of this prospectus.
(i) As considered and approved at the 22nd meeting of the third session of the Board
on August 31, 2023, our Company issued 930,952 A Shares for the vesting of
restricted stocks under the 2022 Share Incentive Plan. Upon completion of this
issuance, our Company’s total share capital increased from 4,396,292,935 to
4,397,223,887.
(ii) As considered and approved at the 24th meeting of the third session of the Board on
October 19, 2023, our Company issued 1,033,810 A Shares for the vesting of
restricted stocks under the restricted share incentive plan approved and adopted on
October 29, 2020. Upon completion of this issuance, our Company’s total share
capital increased from 4,397,223,887 to 4,398,257,697.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-1 –


--- page 572 ---
(iii) As considered and approved at the 24th meeting of the third session of the Board on
October 19, 2023, our Company issued 783,539 A shares for the vesting of restricted
stocks under the 2021 Share Incentive Plan. Upon completion of this issuance, our
Company’s total share capital increased from 4,398,257,697 to 4,399,041,236.
(iv) As considered and approved at the 23rd meeting of the third session of the Board on
September 8, 2023, the 27th meeting of the third session of the Board on March 14,
2024 and the 2023 annual general meeting on April 19, 2024, our Company
repurchased and cancelled 126,720 and 107,294 A Shares granted to certain
participants but not yet unlocked under the restricted stock incentive plan approved
and adopted on July 26, 2018 and the restricted stock incentive plan approved and
adopted on July 16, 2019, respectively. Upon completion of this repurchase and
cancellation, our Company’s total share capital decreased from 4,399,041,236 to
4,398,807,222.
(v) As considered and approved at the 30th meeting of the third session of the Board on
September 9, 2024, our Company issued 3,568,447 A Shares for the vesting of
restricted stocks under the 2023 Share Incentive Plan and the 2022 Share Incentive
Plan. Upon completion of this issuance, our Company’s total share capital increased
from 4,398,807,222 to 4,402,375,669.
(vi) As considered and approved at the 24th meeting of the third session of the Board on
October 19, 2023, our Company issued 15 A Shares for the exercise of stock options
under the 2021 Share Incentive Plan. Upon completion of this issuance, our
Company’s total share capital increased from 4,402,375,669 to 4,402,375,684.
(vii) As considered and approved at the 30th meeting of the third session of the Board on
September 9, 2024, our Company issued one A Share for the exercise of stock
options under the 2022 Share Incentive Plan. Upon completion of this issuance, our
Company’s total share capital increased from 4,402,375,684 to 4,402,375,685.
(viii) As considered and approved at the 31st meeting of the third session of the Board on
October 18, 2024, our Company issued 1,090,773 A Shares for the vesting of
restricted stocks under the 2021 Share Incentive Plan. Upon completion of this
issuance, our Company’s total share capital increased from 4,402,375,685 to
4,403,466,458.
(ix) As considered and approved at the 2024 1st extraordinary general meeting on
December 26, 2024, our Company cancelled 71,547 A Shares granted to certain
participants but not yet unlocked under the restricted stock incentive plan approved
and adopted July 16, 2019. Upon completion of this cancellation on February 21,
2025, our Company’s total share capital decreased from 4,403,466,458 to
4,403,394,911.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-2 –


--- page 573 ---
C. Changes in the Share Capital of Our Major Subsidiaries
We have applied to the Stock Exchange for, and the Stock Exchange has granted us a
waiver from strict compliance with the requirements of paragraph 26 of Appendix D1A to the
Listing Rules in relation to the disclosure of information relating to the changes in the share
capital of any member of our Group within two years immediately preceding the date of this
prospectus. For details, see “Waivers and Exemptions — Particulars of Information of Our
Subsidiaries.”
From September 2023 to December 2024, the number of issued shares of CATL-HK
increased from 577,507,960 to 6,920,892,285, and its issued share capital increased from
HK$577,507,960 to HK$6,920,892,285.
In January 2025, the number of issued shares of CATL-HK increased from 6,920,892,285
to 8,990,247,066, and its issued share capital increased from HK$6,920,892,285 to
HK$8,990,247,066.
Save as disclosed above, there has been no alteration in the registered capital of our Major
Subsidiaries within two years preceding the date of this prospectus.
D. Shareholders’ Resolutions
At the general meeting of our Company held on January 17, 2025, the following
resolutions were passed by the Shareholders:
(i) the issuance of H Shares with a nominal value of RMB1.00 each by our Company
and such H Shares be listed on the Stock Exchange;
(ii) the number of H Shares to be issued pursuant to the Global Offering before the
exercise of the Over-allotment Option shall not exceed 5% of the enlarged share
capital of our Company upon completion of the Global Offering, and the
Over-allotment Option shall not exceed 15% of the above number of H Shares to be
issued;
(iii) subject to the completion of the Global Offering, the Articles of Association to
become effective on the Listing Date shall be conditionally adopted, and the Board
and its authorized person have been authorized to amend the Articles of Association
in accordance with any comments from the relevant regulatory authorities; and
(iv) to authorize the Board and its authorized person to handle the matters relating to,
among others, the Global Offering, the issuance and listing of the H Shares.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-3 –


--- page 574 ---
2. FURTHER INFORMATION ABOUT OUR BUSINESS
A. Summary of Material Contracts
The following contracts (not being contracts entered into in the ordinary course of
business) have been entered into by members of our Group within two years preceding the date
of this prospectus which are or may be material:
(a) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, Sinopec (Hong Kong) Limited ( ʕͩʷ(ಥ)ʮ̡) and Goldman
Sachs (Asia) L.L.C., pursuant to which Sinopec (Hong Kong) Limited ( ʕͩʷ(࠰
ಥ)ʮ̡) agreed to subscribe for H Shares at the Offer Price in the aggregate
amount of Hong Kong dollar equivalent of US$500 million;
(b) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, Kuwait Investment Authority and Goldman Sachs (Asia) L.L.C., pursuant
to which Kuwait Investment Authority agreed to subscribe for H Shares at the Offer
Price in the aggregate amount of Hong Kong dollar equivalent of US$500 million;
(c) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, HHLR CF, L.P., J.P. Morgan Securities (Far East) Limited and J.P.
Morgan Securities (Asia Pacific) Limited, pursuant to which HHLR CF, L.P. agreed
to subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong
dollar equivalent of US$200 million;
(d) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, CICC Financial Trading Limited and China International Capital
Corporation Hong Kong Securities Limited, pursuant to which CICC Financial
Trading Limited has agreed to subscribe for H Shares at the Offer Price in the
aggregate amount of Hong Kong dollar equivalent of US$120 million and hold such
H Shares on a non-discretionary basis to hedge a series of cross-border delta-one
OTC swap transactions entered into by CICC Financial Trading Limited, China
International Capital Corporation Limited and Shanghai Gaoyi Asset Management
Partnership (Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ(Υྫ)) as
investment manager for and on behalf of certain investment funds;
(e) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, Perseverance Asset Management International (Singapore) Pte. Ltd.
(acting for and on behalf of the portfolios under its management or investment
advisory services) and China International Capital Corporation Hong Kong
Securities Limited, pursuant to which Perseverance Asset Management International
(Singapore) Pte. Ltd. (acting for and on behalf of the portfolios under its
management or investment advisory services) agreed to subscribe for H Shares at
the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$80
million;
(f) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, Zenith Hop International Limited and Merrill Lynch (Asia Pacific)
Limited, pursuant to which Zenith Hop International Limited agreed to subscribe for
H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent
of US$110 million;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-4 –


--- page 575 ---
(g) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, Abstract Enigma Limited and UBS AG Hong Kong Branch, pursuant to
which Abstract Enigma Limited agreed to subscribe for H Shares at the Offer Price
in the aggregate amount of Hong Kong dollar equivalent of US$100 million;
(h) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, CICC Financial Trading Limited and China International Capital
Corporation Hong Kong Securities Limited, pursuant to which CICC Financial
Trading Limited has agreed to subscribe for H Shares at the Offer Price in the
aggregate amount of Hong Kong dollar equivalent of US$50 million and hold such
H Shares on a non-discretionary basis to hedge a series of cross-border delta-one
OTC swap transactions entered into by CICC Financial Trading Limited, China
International Capital Corporation Limited and Shanghai Greenwoods Asset
Management Co., Ltd. as investment manager for and on behalf of certain
investment funds;
(i) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, Greenwoods Asset Management Hong Kong Limited, J.P. Morgan
Securities (Far East) Limited and J.P. Morgan Securities (Asia Pacific) Limited,
pursuant to which Greenwoods Asset Management Hong Kong Limited agreed to
subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong
dollar equivalent of US$50 million;
(j) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, Pinpoint Asset Management Limited, J.P. Morgan Securities (Far East)
Limited and J.P. Morgan Securities (Asia Pacific) Limited, pursuant to which
Pinpoint Asset Management Limited agreed to subscribe for H Shares at the Offer
Price in the aggregate amount of Hong Kong dollar equivalent of US$100 million;
(k) the cornerstone investment agreement dated May 9, 2025 entered into among the
Company, UBS Asset Management (Singapore) Ltd. (in its capacity as the delegate
of the investment manager for and on behalf of the investors listed in the agreement)
and UBS AG Hong Kong Branch, pursuant to which UBS Asset Management
(Singapore) Ltd. (in its capacity as the delegate of the investment manager for and
on behalf of the investors listed in the agreement) agreed to subscribe for H Shares
at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of
US$100 million;
(l) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, WT Asset Management Limited and Goldman Sachs (Asia) L.L.C.,
pursuant to which WT Asset Management Limited agreed to subscribe for H Shares
at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of
US$100 million;
(m) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, CPE Redwood Investment Limited and Merrill Lynch (Asia Pacific)
Limited, pursuant to which CPE Redwood Investment Limited agreed to subscribe
for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar
equivalent of US$80 million;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-5 –


--- page 576 ---
(n) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, Oaktree Capital Management, L.P. (as the investment manager for and on
behalf of the investors listed in the agreement) and Merrill Lynch (Asia Pacific)
Limited, pursuant to which Oaktree Capital Management, L.P. (as the investment
manager for and on behalf of the investors listed in the agreement) agreed to
subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong
dollar equivalent of US$75 million;
(o) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, MX Bright Charm (BVI) Limited and China International Capital
Corporation Hong Kong Securities Limited, pursuant to which MX Bright Charm
(BVI) Limited agreed to subscribe for H Shares at the Offer Price in the aggregate
amount of Hong Kong dollar equivalent of US$70 million;
(p) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, Mirae Asset Securities Co., Ltd. and Merrill Lynch (Asia Pacific)
Limited, pursuant to which Mirae Asset Securities Co., Ltd. agreed to subscribe for
H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent
of US$40 million;
(q) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, Mirae Asset Global Investments Co., Ltd. and Merrill Lynch (Asia
Pacific) Limited, pursuant to which Mirae Asset Global Investments Co., Ltd.
agreed to subscribe for H Shares at the Offer Price in the aggregate amount of Hong
Kong dollar equivalent of US$20 million;
(r) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, RBC Global Asset Management (Asia) Limited (as sub-investment
manager for and on behalf of the investors listed in the agreement) and Merrill
Lynch (Asia Pacific) Limited, pursuant to which RBC Global Asset Management
(Asia) Limited (as sub-investment manager for and on behalf of the investors listed
in the agreement) agreed to subscribe for H Shares at the Offer Price in the aggregate
amount of Hong Kong dollar equivalent of US$53 million;
(s) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, Pacific Asset Management Co., Limited (ப΂ʮ̡)
and Morgan Stanley Asia Limited, pursuant to which Pacific Asset Management Co.,
Limited (ப΂ʮ̡) agreed to subscribe for H Shares at the
Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$40
million;
(t) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, CPIC Investment Management (H.K.) Company Limited (ҳ༟
၍ଣ(ಥ)ʮ̡) and Morgan Stanley Asia Limited, pursuant to which CPIC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-6 –


--- page 577 ---
Investment Management (H.K.) Company Limited (ҳ༟၍ଣ(ಥ)ʮ
̡) agreed to subscribe for H Shares at the Offer Price in the aggregate amount of
Hong Kong dollar equivalent of US$10 million;
(u) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, LMR Multi-Strategy Master Fund Limited and Goldman Sachs (Asia)
L.L.C., pursuant to which LMR Multi-Strategy Master Fund Limited agreed to
subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong
dollar equivalent of US$50 million;
(v) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, Luoyang Science Technology lnnvate Group, Ltd (ʮ
̡) and China International Capital Corporation Hong Kong Securities Limited,
pursuant to which Luoyang Science Technology lnnvate Group, Ltd (௴ණྠ
ʮ̡) agreed to subscribe for H Shares at the Offer Price in the aggregate
amount of Hong Kong dollar equivalent of US$50 million;
(w) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, PSBC Wealth Management Co., Ltd. (ப΂ʮ̡) and China
International Capital Corporation Hong Kong Securities Limited, pursuant to which
PSBC Wealth Management Co., Ltd. (ப΂ʮ̡) agreed to subscribe
for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar
equivalent of US$50 million;
(x) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, Taikang Life Insurance Co., Ltd and China Securities (International)
Corporate Finance Company Limited, pursuant to which Taikang Life Insurance Co.,
Ltd agreed to subscribe for H Shares at the Offer Price in the aggregate amount of
Hong Kong dollar equivalent of US$50 million;
(y) the cornerstone investment agreement dated May 8, 2025 entered into among the
Company, Lingotto Alternative Investments Master Fund ICA V on behalf of its
sub-fund Lingotto Innovation Master Fund, J.P. Morgan Securities (Far East)
Limited and J.P. Morgan Securities (Asia Pacific) Limited, pursuant to which
Lingotto Alternative Investments Master Fund ICA V on behalf of its sub-fund
Lingotto Innovation Master Fund agreed to subscribe for H Shares at the Offer Price
in the aggregate amount of Hong Kong dollar equivalent of US$30 million; and
(z) the Hong Kong Underwriting Agreement.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-7 –


--- page 578 ---
B. Intellectual Property Rights
(a) Trademarks
Registered Trademarks
As of December 31, 2024, we had registered the following trademarks which we
consider to be or may be material to our business:
No. Trademark
Place of
registration
Registration
number
Registered
owner Category Expiry Date
1 /H1118/H1118/H1118/H1118
 PRC 11130090 the Company 9 November 13, 2033
2 /H1118/H1118/H1118/H1118
 PRC 18794913 the Company 9 February 6, 2027
3 /H1118/H1118/H1118/H1118
 PRC 22773120 the Company 9 February 20, 2028
4 /H1118/H1118/H1118/H1118
 PRC 22773147 the Company 9 February 20, 2028
5 /H1118/H1118/H1118/H1118
 PRC 44916798 the Company 37 January 6, 2031
6 /H1118/H1118/H1118/H1118
 PRC 47026533 the Company 12 April 20, 2031
7 /H1118/H1118/H1118/H1118
 PRC 47029701 the Company 9 April 27, 2031
8 /H1118/H1118/H1118/H1118
 PRC 51537017 the Company 42 August 27, 2031
9 /H1118/H1118/H1118/H1118
 PRC 51561417 the Company 9 August 27, 2031
10 /H1118/H1118/H1118
 PRC 62274008 the Company 9 September 27, 2033
11 /H1118/H1118/H1118
 PRC 62293700 the Company 9 October 13, 2033
12 /H1118/H1118/H1118
 PRC 65308017 the Company 9 March 6, 2034
13 /H1118/H1118/H1118
 PRC 65312246 the Company 9 December 27, 2034
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-8 –


--- page 579 ---
No. Trademark
Place of
registration
Registration
number
Registered
owner Category Expiry Date
14 /H1118/H1118/H1118
 PRC 66899562 the Company 12 August 6, 2034
15 /H1118/H1118/H1118
 PRC 67303155 the Company 12 May 6, 2033
16 /H1118/H1118/H1118
 PRC 67325303 the Company 9 March 6, 2034
17 /H1118/H1118/H1118
 PRC 68050063 the Company 9 March 6, 2034
18 /H1118/H1118/H1118
 PRC 68062615 the Company 37 February 13, 2034
19 /H1118/H1118/H1118
 PRC 69184599 the Company 12 July 13, 2034
20 /H1118/H1118/H1118
 PRC 69675945 the Company 37 July 6, 2034
21 /H1118/H1118/H1118
 PRC 69711753 the Company 9 September 13, 2034
22 /H1118/H1118/H1118
 PRC 70677388 the Company 9 October 6, 2034
23 /H1118/H1118/H1118
 PRC 70964930 the Company 37 May 13, 2034
24 /H1118/H1118/H1118
 PRC 71095454 the Company 12 December 6, 2034
25 /H1118/H1118/H1118
 PRC 72027915 the Company 37 December 27, 2033
26 /H1118/H1118/H1118
 PRC 72434930 the Company 12 February 20, 2034
27 /H1118/H1118/H1118
 PRC 72474780 the Company 12 January 27, 2034
28 /H1118/H1118/H1118
 PRC 72964068 the Company 37 August 20, 2034
29 /H1118/H1118/H1118
 PRC 73407136 the Company 40 April 13, 2034
30 /H1118/H1118/H1118
 PRC 73408204 the Company 37 April 13, 2034
31 /H1118/H1118/H1118
 PRC 73415167 the Company 35 December 6, 2034
32 /H1118/H1118/H1118
 PRC 73416078 the Company 9 April 13, 2034
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-9 –


--- page 580 ---
No. Trademark
Place of
registration
Registration
number
Registered
owner Category Expiry Date
33 /H1118/H1118/H1118
 PRC 73426214 the Company 9 April 27, 2034
34 /H1118/H1118/H1118
 PRC 73430258 the Company 42 April 6, 2034
35 /H1118/H1118/H1118
 PRC 75620509 the Company 40 July 27, 2034
36 /H1118/H1118/H1118
 PRC 76994672 the Company 9 September 6, 2034
37 /H1118/H1118/H1118
 PRC 77398991 the Company 9 September 6, 2034
38 /H1118/H1118/H1118
 PRC 77527221 the Company 9 September 20, 2034
39 /H1118/H1118/H1118
 PRC 77736629 the Company 12 September 27, 2034
40 /H1118/H1118/H1118
 PRC 77737313 the Company 9 September 27, 2034
41 /H1118/H1118/H1118
 PRC 78179118 the Company 37 November 20, 2034
42 /H1118/H1118/H1118
 PRC 78571610 the Company 37 November 6, 2034
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-10 –


--- page 581 ---
(b) Patents
As of December 31, 2024, we had registered the following patents which we consider to
be or may be material to our business:
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
1 /H1118/H1118the Company Power battery top cover
structure and power
battery
Invention ZL201710078707.8 February 14, 2017 February 13,
2037
PRC
2 /H1118/H1118the Company Tab dislocation control
method and winding
device
Invention ZL201710822282.7 September 13, 2017 September 12,
2037
PRC
3 /H1118/H1118the Company An electrode pole piece,
electrochemical device
and safety coating
Invention ZL201711091767.X November 8, 2017 November 7,
2037
PRC
4 /H1118/H1118the Company Electrode pole piece,
electrochemical device
and safety coating
Invention ZL201711091766.5 November 8, 2017 November 7,
2037
PRC
5 /H1118/H1118the Company Electrode pole piece,
electrochemical device
and safety coating
Invention ZL201711092989.3 November 8, 2017 November 7,
2037
PRC
6 /H1118/H1118the Company Positive pole piece,
electrochemical device
and safety coating
Invention ZL201711091425.8 November 8, 2017 November 7,
2037
PRC
7 /H1118/H1118the Company Electrolyte and
electrochemical energy
storage device
Invention ZL201711097835.3 November 9, 2017 November 8,
2037
PRC
8 /H1118/H1118the Company Current collector, pole
piece thereof and battery
Invention ZL201711267311.4 December 5, 2017 December 4,
2037
PRC
9 /H1118/H1118the Company Side plate structure body,
shell of battery module
and battery module
Invention ZL201711478653.0 December 29, 2017 December 28,
2037
PRC
10 /H1118/H1118the Company Connecting elements and
rechargeable battery
Invention ZL201810039471.1 January 16, 2018 January 15,
2038
PRC
11 /H1118/H1118the Company Suspending agent for
lithium ion battery
cathode, lithium ion
battery cathode and
lithium ion battery
Invention ZL201810514684.5 May 25, 2018 May 24, 2038 PRC
12 /H1118/H1118the Company Positive plate and lithium
ion battery
Invention ZL201810558165.9 June 1, 2018 May 31, 2038 PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-11 –


--- page 582 ---
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
13 /H1118/H1118the Company Negative pole piece,
preparation method
thereof and
electrochemical device
Invention ZL201810712609.X June 29, 2018 June 28, 2038 PRC
14 /H1118/H1118the Company Negative pole piece,
preparation method
thereof and
electrochemical device
Invention ZL201810720748.7 June 29, 2018 June 28, 2038 PRC
15 /H1118/H1118the Company Sampling assembly and
battery module
Invention ZL201810813707.2 July 23, 2018 July 22, 2038 PRC
16 /H1118/H1118the Company Electrolyte and lithium ion
battery
Invention ZL201810884022.7 August 6, 2018 August 5,
2038
PRC
17 /H1118/H1118the Company Negative pole piece and
secondary battery
Invention ZL201810989451.0 August 28, 2018 August 27,
2038
PRC
18 /H1118/H1118the Company Roll press device Invention ZL201811038675.X September 6, 2018 September 5,
2038
PRC
19 /H1118/H1118the Company Battery module and
confluence assembly
thereof
Invention ZL201811075009.3 September 14, 2018 September 13,
2038
PRC
20 /H1118/H1118the Company Battery module and
converging member and
converging assembly
thereof
Invention ZL201811074071.0 September 14, 2018 September 13,
2038
PRC
21 /H1118/H1118the Company Secondary battery Invention ZL201811088576.2 September 18, 2018 September 17,
2038
PRC
22 /H1118/H1118the Company Lithium ion secondary
battery
Invention ZL201811094862.X September 19, 2018 September 18,
2038
PRC
23 /H1118/H1118the Company Non-aqueous electrolyte
and lithium ion battery
Invention ZL201811140346.6 September 28, 2018 September 27,
2038
PRC
24 /H1118/H1118the Company Positive electrode plate and
lithium ion secondary
battery
Invention ZL201811136888.6 September 28, 2018 September 27,
2038
PRC
25 /H1118/H1118the Company Lithium ion battery Invention ZL201811159878.4 September 30, 2018 September 29,
2038
PRC
26 /H1118/H1118the Company Electrolyte and secondary
battery
Invention ZL201811206883.6 October 17, 2018 October 16,
2038
PRC
27 /H1118/H1118the Company Conveying roller and
winding machine
Invention ZL201811290089.4 October 31, 2018 October 30,
2038
PRC
28 /H1118/H1118the Company Battery Box Invention ZL201811294488.8 November 1, 2018 October 31,
2038
PRC
29 /H1118/H1118the Company Lower box and battery case Invention ZL201811294857.3 November 1, 2018 October 31,
2038
PRC
30 /H1118/H1118the Company Battery Pack Invention ZL201811300970.8 November 2, 2018 November 1,
2038
PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-12 –


--- page 583 ---
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
31 /H1118/H1118the Company Battery pack Invention ZL201811361300.7 November 15, 2018 November 14,
2038
PRC
32 /H1118/H1118the Company Electrode plate and
electrochemical device
Invention ZL201811644244.8 December 29, 2018 December 28,
2038
PRC
33 /H1118/H1118the Company Lithium supplement agent,
positive pole piece,
isolating membrane and
lithium ion battery
Invention ZL201811637420.5 December 29, 2018 December 28,
2038
PRC
34 /H1118/H1118the Company Battery module Invention ZL201910080691.3 January 28, 2019 January 27,
2039
PRC
35 /H1118/H1118the Company Battery pack thermal
management system and
thermal management
system for electric
vehicle
Invention ZL201910152153.0 February 28, 2019 February 27,
2039
PRC
36 /H1118/H1118the Company Unwinding device and
unwinding equipment
Invention ZL201910185637.5 March 12, 2019 March 11,
2039
PRC
37 /H1118/H1118the Company Battery module and battery
pack
Invention ZL201910212474.5 March 20, 2019 March 19,
2039
PRC
38 /H1118/H1118the Company Positive pole piece and
electrochemical device
Invention ZL201910299937.6 April 15, 2019 April 14, 2039 PRC
39 /H1118/H1118the Company Drying and screening
device and drying and
screening equipment
Invention ZL201910344571.X April 26, 2019 April 25, 2039 PRC
40 /H1118/H1118the Company High temperature sintering
equipment and method
for negative electrode
material
Invention ZL201910346139.4 April 26, 2019 April 25, 2039 PRC
41 /H1118/H1118the Company Welding head and
ultrasonic welding device
Invention ZL201910423107.X May 21, 2019 May 20, 2039 PRC
42 /H1118/H1118the Company Negative pole piece,
battery cell and lithium
ion battery
Invention ZL201910471965.1 May 31, 2019 May 30, 2039 PRC
43 /H1118/H1118the Company Negative pole piece,
battery cell and lithium
ion battery
Invention ZL201910471884.1 May 31, 2019 May 30, 2039 PRC
44 /H1118/H1118the Company Temperature control unit
and battery pack
Invention ZL201910528787.1 June 18, 2019 June 17, 2039 PRC
45 /H1118/H1118the Company Temperature control unit
and battery pack
Invention ZL201910528260.9 June 18, 2019 June 17, 2039 PRC
46 /H1118/H1118the Company Temperature control unit
and battery pack
Invention ZL201910528792.2 June 18, 2019 June 17, 2039 PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-13 –


--- page 584 ---
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
47 /H1118/H1118the Company Positive electrode material,
preparation method
therefor, and use thereof
Invention ZL201910578163.0 June 28, 2019 June 27, 2039 PRC
48 /H1118/H1118the Company Positive electrode material,
preparation method
therefor, and use thereof
Invention ZL201910585849.2 July 1, 2019 June 30, 2039 PRC
49 /H1118/H1118the Company Pole piece winding
equipment
Invention ZL201910636229.7 July 15, 2019 July 14, 2039 PRC
50 /H1118/H1118the Company Negative electrode active
material and secondary
battery
Invention ZL201910688061.4 July 29, 2019 July 28, 2039 PRC
51 /H1118/H1118the Company Solid electrolyte membrane
and solid lithium metal
battery
Invention ZL201910802273.0 August 28, 2019 August 27,
2039
PRC
52 /H1118/H1118the Company Positive electrode active
material, positive
electrode plate and
lithium ion secondary
battery
Invention ZL201910845574.1 September 2, 2019 September 1,
2039
PRC
53 /H1118/H1118the Company Separator, process for
preparing the same,
lithium ion secondary
battery, battery module,
battery pack and
apparatus
Invention ZL201910874822.5 September 17, 2019 September 16,
2039
PRC
54 /H1118/H1118the Company Battery cell circulation
clamp, equipment and
method
Invention ZL201910903193.4 September 24, 2019 September 23,
2039
PRC
55 /H1118/H1118the Company Tab dislocation adjusting
method and device
Invention ZL201910907531.1 September 24, 2019 September 23,
2039
PRC
56 /H1118/H1118the Company Electrode sheet forming
device and electrode
sheet forming method
Invention ZL201910960331.2 October 10, 2019 October 9,
2039
PRC
57 /H1118/H1118the Company Electrode sheet forming
device and electrode
sheet forming method
Invention ZL201910960346.9 October 10, 2019 October 9,
2039
PRC
58 /H1118/H1118the Company Battery pack and vehicle Invention ZL201910975573.9 October 15, 2019 October 14,
2043
PRC
59 /H1118/H1118the Company Electrolyte for lithium ion
battery, battery module,
battery pack and device
Invention ZL201910996078.6 October 18, 2019 October 17,
2039
PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-14 –


--- page 585 ---
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
60 /H1118/H1118the Company Explosion-proof valve,
battery pack, and
apparatus
Invention ZL202010128393.X February 28, 2020 February 27,
2040
PRC
61 /H1118/H1118the Company Battery formation system Invention ZL202010513713.3 June 8, 2020 June 7, 2040 PRC
62 /H1118/H1118the Company Self-heating control method
and device for power
battery
Invention ZL202010664362.6 July 10, 2020 July 9, 2040 PRC
63 /H1118/H1118the Company Battery pack, electric
device, and method for
manufacturing battery
pack
Invention ZL202010757351.2 July 31, 2020 July 30, 2040 PRC
64 /H1118/H1118the Company Valve, battery and electric
equipment
Invention ZL202010901519.2 August 31, 2020 August 30,
2040
PRC
65 /H1118/H1118the Company Mounting seat, battery and
consumer
Invention ZL202011367674.7 November 27, 2020 November 26,
2040
PRC
66 /H1118/H1118the Company Battery cell, battery,
electric device, and
method for
manufacturing battery
cell
Invention ZL202011404806.9 December 2, 2020 December 1,
2040
PRC
67 /H1118/H1118the Company Microencapsulated
transition metal ion
capture agent and
preparation method
thereof
Invention ZL202110099606.5 January 25, 2021 January 24,
2041
PRC
68 /H1118/H1118the Company Microencapsulated
transition metal ion
scavenger for water
treatment and preparation
method thereof
Invention ZL202110099598.4 January 25, 2021 January 24,
2041
PRC
69 /H1118/H1118the Company Microencapsulated
transition metal ion
scavenger, preparation
method and diaphragm
Invention ZL202110099597.X January 25, 2021 January 24,
2041
PRC
70 /H1118/H1118the Company Electrode assembly,
preparation method
thereof, battery cell,
battery and power
utilization device
Invention ZL202110310578.7 March 23, 2021 March 22,
2041
PRC
71 /H1118/H1118the Company Adjustable winding needle
and pole piece winding
device
Invention ZL202110410222.0 April 16, 2021 April 15, 2041 PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-15 –


--- page 586 ---
No.
Registered
owner Patent
Type of
patent
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number
Application
date
Expiry
date
Place of
registration
72 /H1118/H1118the Company Welding device and
welding method
Invention ZL202110876155.1 July 30, 2021 July 29, 2041 PRC
73 /H1118/H1118the Company Secondary battery, battery
module, battery pack,
and power consumption
device
Invention ZL202110877250.3 July 31, 2021 July 30, 2041 PRC
74 /H1118/H1118the Company Battery cell and battery,
device, preparation
method, and preparation
device related thereto
Invention ZL202110995033.4 August 27, 2021 August 26,
2041
PRC
75 /H1118/H1118the Company Coating quality test method
and system
Invention ZL202111015359.2 August 31, 2021 August 30,
2041
PRC
76 /H1118/H1118the Company Heating device and heating
method
Invention ZL202111017043.7 August 31, 2021 August 30,
2041
PRC
77 /H1118/H1118the Company Welding apparatus for
battery belt
Invention ZL202111060674.7 September 10, 2021 September 9,
2041
PRC
78 /H1118/H1118the Company Composite graphite
material, preparation
method thereof, negative
electrode plate and
secondary battery
Invention ZL202111079771.0 September 15, 2021 September 14,
2041
PRC
79 /H1118/H1118the Company Rolling device and rolling
method
Invention ZL202 111101095.2 September 18, 2021 September 17,
2041
PRC
80 /H1118/H1118the Company Electricity core formation
anchor clamps and
electricity core formation
system
Invention ZL202 111126108.1 September 26, 2021 September 25,
2041
PRC
81 /H1118/H1118the Company Clamp, method for
clamping battery, heating
system and battery
heating and cold pressing
method
Invention ZL202 111138784.0 September 27, 2021 September 26,
2041
PRC
82 /H1118/H1118the Company Lithium ion battery, battery
module, battery pack and
electric apparatus
Invention ZL202 111159457.3 September 30, 2021 September 29,
2041
PRC
83 /H1118/H1118the Company Positive pole piece,
secondary battery, battery
module, battery pack and
electric device
Invention ZL202 111159354.7 September 30, 2021 September 29,
2041
PRC
84 /H1118/H1118the Company Phase-change microcapsule,
separator, electrode plate,
battery, and electrical
device
Invention ZL202 111189223.3 October 12, 2021 October 11,
2041
PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-16 –


--- page 587 ---
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
85 /H1118/H1118the Company Battery pack overturning
device and method
Invention ZL202 111190580.1 October 13, 2021 October 12,
2041
PRC
86 /H1118/H1118the Company Air filling device, air
tightness testing device,
air filling method and air
tightness testing method
Invention ZL202111223022.0 October 20, 2021 October 21,
2041
PRC
87 /H1118/H1118the Company Battery box body, crimping
device and
manufacturing method of
battery box body
Invention ZL202111258460.0 October 27, 2021 October 26,
2041
PRC
88 /H1118/H1118the Company Isolation film, secondary
battery, battery module,
battery pack and
electrical apparatus
Invention ZL202111269648.5 October 29, 2021 October 28,
2041
PRC
89 /H1118/H1118the Company Battery cell, battery and
power consumption
device
Invention ZL202210095200.4 January 26, 2022 January 25,
2042
PRC
90 /H1118/H1118the Company Positive electrode slurry,
method for preparing
positive electrode plate,
secondary battery, battery
module, battery pack and
electric device
Invention ZL202210178219.5 February 25, 2022 February 24,
2042
PRC
91 /H1118/H1118the Company Drain valve for battery
box, battery, electric
apparatus, and drainage
method
Invention ZL202210227264.5 March 8, 2022 March 7, 2042 PRC
92 /H1118/H1118the Company Battery box, battery and
power consumption
device
Invention ZL202210285589.9 March 23, 2022 March 22,
2042
PRC
93 /H1118/H1118the Company Clamping device and
battery manufacturing
equipment
Invention ZL202210501242.3 May 10, 2022 May 9, 2042 PRC
94 /H1118/H1118the Company Battery and electricity
utilization device
Invention ZL202210708033.6 June 22, 2022 June 21, 2042 PRC
95 /H1118/H1118the Company,
CATL-JS
End cover assembly,
battery cell, battery, and
power utilization device
Invention ZL202210929978.0 August 4, 2022 August 3,
2042
PRC
96 /H1118/H1118the Company,
CATL-JS
Adapter member, battery
cell, battery, and power
utilization device
Invention ZL202210935449.1 August 5, 2022 August 4,
2042
PRC
97 /H1118/H1118the Company Battery cell and battery and
electrical device
incorporating the same
Invention ZL202211289783.0 October 20, 2022 October 19,
2042
PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-17 –


--- page 588 ---
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
98 /H1118/H1118the Company Pole piece, electric core,
battery and electric
equipment
Invention ZL202211371202.8 November 3, 2022 November 2,
2042
PRC
99 /H1118/H1118the Company Pole piece, electric core,
battery and electric
equipment
Invention ZL202211370336.8 November 3, 2022 November 2,
2042
PRC
100 /H1118the Company Electrolyte, sodium ion
battery and electricity
utilization device
Invention ZL202310289538.8 March 23, 2023 March 22,
2043
PRC
101 /H1118the Company Battery cell, battery and
power consumption
device
Invention ZL202310363528.4 April 7, 2023 April 6, 2043 PRC
102 /H1118the Company Box, battery and electric
equipment
Invention ZL202310487798.6 May 4, 2023 May 3, 2043 PRC
103 /H1118the Company Positive pole piece, battery
and electric equipment
Invention ZL202310507530.4 May 8, 2023 May 7, 2043 PRC
104 /H1118the Company Positive pole piece, battery
and electric equipment
Invention ZL202310514842.8 May 9, 2023 May 8, 2043 PRC
105 /H1118the Company Positioning jig and
transportation system
Invention ZL202310520471.4 May 10, 2023 May 9, 2043 PRC
106 /H1118the Company Energy storage device and
control method thereof
Invention ZL202310573797.3 May 22, 2023 May 21, 2043 PRC
107 /H1118the Company Electrode assembly,
secondary battery, and
electricity using device
Invention ZL202310597446.6 May 25, 2023 May 24, 2043 PRC
108 /H1118the Company Composite conductive
agent, negative electrode
composition containing
same, negative electrode
plate, battery and electric
device
Invention ZL202310611703.7 May 26, 2023 May 25, 2043 PRC
109 /H1118the Company Secondary battery,
preparation method
thereof and power
utilization device
Invention ZL202310639708.0 June 1, 2023 May 31, 2043 PRC
110 /H1118the Company Positive pole piece, battery
and electric equipment
Invention ZL202310668403.2 June 7, 2023 June 6, 2043 PRC
111 /H1118the Company Cleaning device, impurity
removal system and
cleaning method
Invention ZL202310789225.9 June 30, 2023 June 29, 2043 PRC
112 /H1118the Company Image processing method,
apparatus, device,
storage medium, and
program product
Invention ZL202310820447.2 July 6, 2023 July 5, 2043 PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-18 –


--- page 589 ---
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
113 /H1118the Company Battery torsion detection
method, related device,
battery, equipment and
storage medium
Invention ZL202310830675.8 July 7, 2023 July 6, 2043 PRC
114 /H1118the Company Winding system and
winding method thereof
Invention ZL202310841090.6 July 11, 2023 July 10, 2043 PRC
115 /H1118the Company Electrode, preparation
method thereof, battery
and battery application
Invention ZL202310864130.9 July 14, 2023 July 13, 2043 PRC
116 /H1118the Company Polymer, preparation
method, dispersing agent,
positive electrode slurry,
positive electrode plate,
secondary battery and
electricity utilization
device
Invention ZL202310864117.3 July 14, 2023 July 13, 2043 PRC
117 /H1118the Company Polymer, preparation
method, dispersing agent,
positive electrode slurry,
positive electrode plate,
secondary battery and
electricity utilization
device
Invention ZL202310864261.7 July 14, 2023 July 13, 2043 PRC
118 /H1118the Company Image processing method,
apparatus, device,
storage medium, and
program product
Invention ZL202310877081.2 July 18, 2023 July 17, 2043 PRC
119 /H1118the Company Sensor, manufacturing
method, battery cell,
battery and electricity
utilization device
Invention ZL202310888754.4 July 19, 2023 July 18, 2043 PRC
120 /H1118the Company Liquid discharge valve of
battery, battery and
electricity utilization
device
Invention ZL202310891183.X July 20, 2023 July 19, 2043 PRC
121 /H1118the Company Pole piece, preparation
method thereof, battery
monomer, battery and
electricity utilization
device
Invention ZL202310904929.6 July 24, 2023 July 23, 2043 PRC
122 /H1118the Company Electrode assembly, battery
and electric equipment
Invention ZL202310919314.0 July 26, 2023 July 25, 2043 PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-19 –


--- page 590 ---
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
123 /H1118the Company Negative electrode plate,
preparation method
thereof, secondary
battery and power
utilization device
Invention ZL202310931325.0 July 27, 2023 July 26, 2043 PRC
124 /H1118the Company Surface coating layer
binding force detection
system, device and
method and coating
equipment
Invention ZL202311017645.1 August 14, 2023 August 13,
2043
PRC
125 /H1118the Company Epoxy resin powder
coating material, battery
case, secondary battery,
and electric device
Invention ZL202311052305.2 August 21, 2023 August 20,
2043
PRC
126 /H1118the Company Battery, power utilization
device and gas detection
method of battery
Invention ZL202311070144.X August 24, 2023 August 23,
2043
PRC
127 /H1118the Company Battery and electricity
utilization device
Invention ZL202311075799.6 August 25, 2023 August 24,
2043
PRC
128 /H1118the Company Gas sensor, battery cell,
battery and gas
concentration detection
method
Invention ZL202311080571.6 August 25, 2023 August 24,
2043
PRC
129 /H1118the Company Gas sensor, battery, power
consumption device, and
gas concentration
detection method
Invention ZL202311080575.4 August 25, 2023 August 24,
2043
PRC
130 /H1118the Company Battery and electricity
utilization device
Invention ZL202311084898.0 August 28, 2023 August 27,
2043
PRC
131 /H1118the Company Energy storage device and
gas concentration
detection method thereof
Invention ZL202311093473.6 August 29, 2023 August 28,
2043
PRC
132 /H1118the Company Cathode plate detection
system and method
Invention ZL202311157576.4 September 8, 2023 September 7,
2043
PRC
133 /H1118the Company Pole piece folding control
method and device, pole
piece folding device and
battery production
system
Invention ZL202311168982.0 September 12, 2023 September 11,
2043
PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-20 –


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No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
134 /H1118the Company Pole piece folding control
method and device, pole
piece folding device and
battery production
system
Invention ZL202311168985.4 September 12, 2023 September 11,
2043
PRC
135 /H1118the Company Bonding assembly, battery,
and electrical device
Invention ZL202311182630.0 September 14, 2023 September 13,
2043
PRC
136 /H1118the Company Separator, preparation
method thereof, battery
and power utilization
device
Invention ZL202311183984.7 September 14, 2023 September 13,
2043
PRC
137 /H1118the Company Negative current collector,
preparation method
thereof, negative
electrode plate, lithium
metal battery and power
utilization device
Invention ZL202311196336.5 September 18, 2023 September 17,
2043
PRC
138 /H1118the Company Support transfer device,
support method and
battery production
system
Invention ZL202311219355.5 September 21, 2023 September 20,
2043
PRC
139 /H1118the Company Winding needle assembly,
winding device and
winding method
Invention ZL202311229325.2 September 22, 2023 September 21,
2043
PRC
140 /H1118the Company Perovskite thin film,
perovskite precursor
liquid, perovskite battery
and electricity utilization
device
Invention ZL202311304817.3 October 10, 2023 October 9,
2043
PRC
141 /H1118the Company Electrode plate, secondary
battery, electricity
utilization device,
preparation method and
recycling method
Invention ZL202311318161.0 October 12, 2023 October 11,
2043
PRC
142 /H1118the Company Glue spreading detection
method and pole piece
glue spreading system
Invention ZL202311331418.6 October 16, 2023 October 15,
2043
PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-21 –


--- page 592 ---
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
143 /H1118the Company Positive electrode active
material, preparation
method thereof, positive
electrode plate,
secondary battery and
power utilization device
Invention ZL202311331958.4 October 16, 2023 October 15,
2043
PRC
144 /H1118the Company Polymer, preparation
method thereof and
secondary battery
containing same
Invention ZL202311349955.3 October 18, 2023 October 17,
2043
PRC
145 /H1118the Company Pressurizing device, system
and method for replacing
pressing block for
battery module
Invention ZL202311350713.6 October 18, 2023 October 17,
2043
PRC
146 /H1118the Company Positive electrode active
material, preparation
method thereof, positive
electrode plate, battery
and electricity utilization
device
Invention ZL202311380418.5 October 24, 2023 October 23,
2043
PRC
147 /H1118the Company Heat exchange device, box,
battery and power
utilization device
Invention ZL202311389712.2 October 25, 2023 October 24,
2043
PRC
148 /H1118the Company Lithium supplementing
agent, preparation
method thereof, positive
electrode plate, battery
and power utilization
device
Invention ZL202311392258.6 October 25, 2023 October 24,
2043
PRC
149 /H1118the Company Polymer, primer paste,
composite current
collector, secondary
battery and electricity
utilization device
Invention ZL202311392134.8 October 25, 2023 October 24,
2043
PRC
150 /H1118the Company Battery and electricity
utilization device
Invention ZL202311419343.7 October 30, 2023 October 29,
2043
PRC
151 /H1118the Company Battery and electricity
utilization device
Invention ZL202311419402.0 October 30, 2023 October 29,
2043
PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-22 –


--- page 593 ---
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
152 /H1118the Company Adhesive and preparation
method thereof, negative
electrode plate, battery
and power utilization
device
Invention ZL202311423953.4 October 31, 2023 October 30,
2043
PRC
153 /H1118the Company Negative electrode plate,
preparation method
thereof, battery and
electricity utilization
device
Invention ZL202311466654.9 November 7, 2023 November 6,
2043
PRC
154 /H1118the Company Battery monomer,
preparation method
thereof, battery and
power utilization device
Invention ZL202311480350.8 November 8, 2023 November 7,
2043
PRC
155 /H1118the Company Pole piece detection
method and system
Invention ZL202311484017.4 November 9, 2023 November 8,
2043
PRC
156 /H1118the Company Lithium supplementing
additive, positive pole
piece, battery and
electricity utilization
device
Invention ZL202311504784.7 November 13, 2023 November 12,
2043
PRC
157 /H1118the Company Pole piece, secondary
battery and electricity
utilization device
Invention ZL202311633510.8 December 1, 2023 November 30,
2043
PRC
158 /H1118the Company Polymer of polymer alkali
metal salt and
application thereof in
preparation of secondary
battery
Invention ZL202311633671.7 December 1, 2023 November 30,
2043
PRC
159 /H1118the Company Secondary battery and
electricity utilization
device
Invention ZL202311633137.6 December 1, 2023 November 30,
2043
PRC
160 /H1118the Company Paper tearing device, paper
tearing method,
rubberizing equipment
and rubberizing method
Invention ZL202410051829.8 January 15, 2024 January 14,
2044
PRC
161 /H1118the Company Rubberizing device,
rubberizing method and
battery production line
Invention ZL202410090142.5 January 23, 2024 January 22,
2044
PRC
162 /H1118the Company Evaluation method for
effective replenishment
level of active ions of
secondary ion battery
Invention ZL202410142206.1 February 1, 2024 January 31,
2044
PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-23 –


--- page 594 ---
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
163 /H1118the Company Welding method and
welding system for pole
Invention ZL202410143662.8 February 1, 2024 January 31,
2044
PRC
164 /H1118the Company Method and apparatus for
controlling battery
Invention ZL202410150478.6 February 2, 2024 February 1,
2044
PRC
165 /H1118the Company Battery liquid injection
system and battery liquid
injection method
Invention ZL202410156119.1 February 4, 2024 February 3,
2044
PRC
166 /H1118the Company Welding quality detection
system and method
Invention ZL202410161178.8 February 5, 2024 February 4,
2044
PRC
167 /H1118the Company Battery and electrical
device incorporating
the same
Invention ZL202410172611.8 February 6, 2024 February 5,
2044
PRC
168 /H1118the Company Heat exchange component,
battery, and electrical
equipment
Invention ZL202410171636.6 February 6, 2024 February 5,
2044
PRC
169 /H1118the Company Storage device, battery
assembly system, control
method and battery
production system
Invention ZL202410179109.X February 18, 2024 February 17,
2044
PRC
170 /H1118the Company Tab detection system and
tab detection method
Invention ZL202410200679.2 February 23, 2024 February 22,
2044
PRC
171 /H1118the Company Data processing system and
method
Invention ZL202410211570.9 February 27, 2024 February 26,
2044
PRC
172 /H1118the Company Material conveying line,
material conveying
method and pallet
material conveying
control method
Invention ZL202410233414.2 March 1, 2024 February 29,
2044
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173 /H1118the Company Detection system and
detection method for
pole piece
Invention ZL202410252548.9 March 6, 2024 March 5, 2044 PRC
174 /H1118the Company Battery production system Invention ZL202410347859.3 March 26, 2024 March 25,
2044
PRC
175 /H1118the Company Processing device, battery
production equipment
and processing method
of cylindrical battery
monomer
Invention ZL202410349028.X March 26, 2024 March 25,
2044
PRC
176 /H1118the Company Battery cell pairing system,
battery production
system and battery cell
pairing method
Invention ZL202410397475.2 April 3, 2024 April 2, 2044 PRC
177 /H1118the Company Fluid injection system and
fluid
Invention ZL202410452923.4 April 16, 2024 April 15, 2044 PRC
178 /H1118the Company Angle iron installation
equipment and angle iron
installation method
Invention ZL202410525332.5 April 29, 2024 April 28, 2044 PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-24 –


--- page 595 ---
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Type of
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Application
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Expiry
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Place of
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179 /H1118the Company Battery panning device,
production line, and
battery panning method
Invention ZL202410765534.7 June 14, 2024 June 13, 2044 PRC
180 /H1118the Company,
Shenzhen Times
Future Energy
Technology
Co., Ltd.
Energy storage device and
method for temperation
Invention ZL202410970505.4 July 19, 2024 July 18, 2044 PRC
181 /H1118CATL-JS Battery cell production
equipment and battery
cell manufacturing
method
Invention ZL202010685748.5 July 16, 2020 July 15, 2040 PRC
182 /H1118CATL-JS Air tightness detection
device and method
thereof
Invention ZL202011095453.9 October 14, 2020 October 13,
2040
PRC
183 /H1118CATL-JS Box, battery and device Invention ZL202011120254.9 October 19, 2020 October 18,
2040
PRC
184 /H1118CATL-JS End cover assembly,
battery cell, exhaust
method, battery and
power utilization device
Invention ZL202011276284.9 November 16, 2020 November 15,
2040
PRC
185 /H1118CATL-JS Battery equalization
method and apparatus,
and battery management
system
Invention ZL202011539345.6 December 23, 2020 December 22,
2040
PRC
186 /H1118CATL-JS Battery cell, method for
manufacturing same,
battery, and power
utilization device
Invention ZL202011600657.3 December 30, 2020 December 29,
2040
PRC
187 /H1118CATL-JS Battery cell, manufacturing
method and
manufacturing system
thereof, battery and
power utilization device
Invention ZL202110408588.4 April 16, 2021 April 15, 2041 PRC
188 /H1118CATL-JS Battery gas tightness test
fixture and gas tightness
test system
Invention ZL202110566868.8 May 24, 2021 May 23, 2041 PRC
189 /H1118CATL-JS Welding equipment and
welding process
Invention ZL202110660570.3 June 15, 2021 June 14, 2041 PRC
190 /H1118CATL-JS Box assembly, battery,
power utilization
equipment and
manufacturing method
and device of box
assembly
Invention ZL202110742242.8 July 1, 2021 June 30, 2041 PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-25 –


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Type of
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Place of
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191 /H1118CATL-JS Electrode assembly, battery
cell, battery and power
utilization equipment
Invention ZL202110791258.8 July 13, 2021 July 12, 2041 PRC
192 /H1118CATL-JS Winding needle, battery
cell manufacturing
equipment and battery
cell manufacturing
method
Invention ZL202110803567.2 July 16, 2021 July 15, 2041 PRC
193 /H1118CATL-JS Battery cell, battery, power
utilization device, and
method and apparatus for
manufacturing battery
cell
Invention ZL202111437751.6 November 30, 2021 November 29,
2041
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194 /H1118CATL-JS Battery shell flatness
adjustment method and
device, and battery
manufacturing system
Invention ZL202210764580.6 July 1, 2022 June 30, 2042 PRC
195 /H1118CATL-JS Battery module, battery,
and power utilization
device
Invention ZL202211107305.3 September 13, 2022 September 12,
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196 /H1118Guangdong Brunp,
Hunan Brunp
Method for recovering and
preparing lithium
cobaltate from waste
lithium ionic cell
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197 /H1118Hunan Brunp Treatment method of
nickel-cobalt-manganese
wastewater generated in
waste and old battery
treatment process
Invention ZL200910044152.0 August 18, 2009 August 17,
2029
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198 /H1118Hunan Brunp Method for recovering and
restoring anode material
graphite of waste lithium
ion battery
Invention ZL200910226670.4 December 18, 2009 December 17,
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199 /H1118Hunan Brunp Method for separating
impurities from cobalt
and/or nickel solution by
non-saponifiable
extraction
Invention ZL201010605139.0 December 24, 2010 December 23,
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200 /H1118Guangdong Brunp,
Hunan Brunp
Recovery method of
lithium in waste battery
Invention ZL201010605151.1 December 24, 2010 December 23,
2030
PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-26 –


--- page 597 ---
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
201 /H1118Guangdong Brunp,
Hunan Brunp
Method for recovering
lithium and iron from
lithium iron phosphate
power battery for
electromobile
Invention ZL201110147698.6 June 3, 2011 June 2, 2031 PRC
202 /H1118Guangdong Brunp,
Hunan Brunp
Method for recovering
lithium from lithium
power battery of electric
automobile
Invention ZL201110147696.7 June 3, 2011 June 2, 2031 PRC
203 /H1118Guangdong Brunp,
Hunan Brunp
Method for treating
ammonia nitrogen
wastewater
Invention ZL201110234027.3 August 16, 2011 August 15,
2031
PRC
204 /H1118Guangdong Brunp,
Hunan Brunp
Device and method for
treating ammonia
nitrogen wastewater by
using dioxygen
biological filler
Invention ZL201110300853.3 September 29, 2011 September 28,
2031
PRC
205 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling,
Ningde Brunp
Recycling
Technology Co.,
Ltd.
Method for recovering
power cells for NEVs
Invention ZL201110297933.8 October 8, 2011 October 7,
2031
PRC
206 /H1118Guangdong Brunp,
Hunan Brunp
Preparation method for
metallic oxide cladded
anode material of lithium
ion battery
Invention ZL201110250157.6 October 21, 2011 October 20,
2031
PRC
207 /H1118Guangdong Brunp,
Hunan Brunp
Chemical separating
method for aluminum
foil in waste lithium ion
battery positive plate
Invention ZL201110357947.4 November 14, 2011 November 13,
2031
PRC
208 /H1118Guangdong Brunp,
Hunan Brunp
Apparatus for treating iron-
containing acid waste
water generated from
power battery
disassembly, and method
thereof
Invention ZL201110425718.1 December 15, 2011 December 14,
2031
PRC
209 /H1118Hunan Brunp Method for recovering
valuable metals from
spent lithium-ion
batteries
Invention ZL201210004806.9 January 9, 2012 January 8,
2032
PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-27 –


--- page 598 ---
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
210 /H1118Guangdong Brunp,
Hunan Brunp
Method for modifying rich
lithium cobalt lithium
manganite cathode
material of lithium ion
battery
Invention ZL201210032537.7 February 14, 2012 February 13,
2032
PRC
211 /H1118Guangdong Brunp,
Hunan Brunp
Device for treating and
reusing wastewater
produced during scraped
car dismantling process
Invention ZL201210074666.2 March 20, 2012 March 19,
2032
PRC
212 /H1118Guangdong Brunp,
Hunan Brunp
Oxygen-deficient
incineration device for
treating discarded power
battery residue
Invention ZL201210211852.6 June 25, 2012 June 24, 2032 PRC
213 /H1118Guangdong Brunp,
Hunan Brunp
Method for preparing
nickel-cobalt lithium
manganate by waste and
old power batteries in
directional circulation
Invention ZL201210421198.1 October 29, 2012 October 28,
2032
PRC
214 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling,
Ningde Brunp
Recycling
Technology Co.,
Ltd.
Method for preparing
nickel-cobalt-manganese
hydroxide
Invention ZL201310076317.9 March 11, 2013 March 10,
2033
PRC
215 /H1118Hunan Brunp,
Guangdong
Brunp
Separation method for
current collectors and
active materials in
lithium ion battery
positive and negative
pole pieces
Invention ZL20131020 1111.4 May 27, 2013 May 26, 2033 PRC
216 /H1118Hunan Brunp,
Guangdong
Brunp
Method for recovering
valuable metals from
spent lithium-ion
batteries
Invention ZL201410032008.6 January 23, 2014 January 22,
2034
PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-28 –


--- page 599 ---
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
217 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling,
Ningde Brunp
Recycling
Technology Co.,
Ltd.
A kind of preparation
method of power type
nickel-cobalt lithium
manganate cathode
material
Invention ZL201410076330.9 March 4, 2014 March 3, 2034 PRC
218 /H1118Hunan Brunp,
Guangdong
Brunp
Method for preparing
battery-grade lithium
carbonate from recycled
lithium ion battery
material
Invention ZL201410443005.1 September 2, 2014 September 1,
2034
PRC
219 /H1118Hunan Brunp
Automobile
Recycling,
Guangdong
Brunp, Hunan
Brunp
Whole-vehicle on-line
system for recycling and
disassembling power
battery of electric
vehicle trunk
Invention ZL201510091147.0 February 28, 2015 February 27,
2035
PRC
220 /H1118Hunan Brunp,
Guangdong
Brunp
Method for recycling
lithium from waste
lithium ion battery
Invention ZL201510108230.4 March 12, 2015 March 11,
2035
PRC
221 /H1118Hunan Brunp
Automobile
Recycling,
Guangdong
Brunp, Hunan
Brunp
Wing type container for
layered transportation of
scrapped electric
automobile power
batteries
Invention ZL201510208687.2 April 28, 2015 April 27, 2035 PRC
222 /H1118Hunan Brunp,
Guangdong
Brunp
Comprehensive recovery
method of lithium iron
phosphate waste
Invention ZL201810460794.8 May 15, 2018 May 14, 2038 PRC
223 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling
A kind of preparation
method of high density
power type nickel-cobalt
lithium manganate
cathode material
Invention ZL201810505256.6 May 24, 2018 May 23, 2038 PRC
224 /H1118Guangdong Brunp,
Hunan Brunp
Preparation method of
nickel-cobalt lithium
manganate for coated
power battery
Invention ZL201810521420.2 May 28, 2018 May 27, 2038 PRC
225 /H1118Guangdong Brunp,
Hunan Brunp
A kind of preparation
method of power battery
nickel-cobalt lithium
manganate material
Invention ZL201811065579.4 September 13, 2018 September 12,
2038
PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-29 –


--- page 600 ---
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
226 /H1118Guangdong Brunp,
Hunan Brunp
Preparation method and
application of nickel
55 type nickel cobalt
lithium manganate
material
Invention ZL201811356940.9 November 15, 2018 November 14,
2038
PRC
227 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling
Method for purifying,
repairing and
regenerating graphite in
retired power battery
Invention ZL202010042366.0 January 15, 2020 January 14,
2040
PRC
228 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling
Graphite purification and
lattice reconstruction
method in power battery
Invention ZL202010485582.2 June 1, 2020 May 31, 2040 PRC
229 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling
Anaerobic cracking method
of power battery
Invention ZL202010518461.3 June 9, 2020 June 8, 2040 PRC
230 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling
Automated fine and deep
separating method for
power batteries, and
device
Invention ZL202010802939.5 August 11, 2020 August 10,
2040
PRC
231 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling
Vacuum cracking
equipment and cracking
method for power battery
Invention ZL202010858434.0 August 24, 2020 August 23,
2040
PRC
232 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling
Vacuum cracking method
and cracking apparatus
for traction battery
Invention ZL202010857403.3 August 24, 2020 August 23,
2040
PRC
233 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling
Method for preparing
nickel cobalt lithium
manganate through
reverse positioning of
power battery and
application
Invention ZL202011535963.3 December 23, 2020 December 22,
2040
PRC
234 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling
Method for safely recycling
waste pole pieces of
lithium ion battery and
application thereof
Invention ZL202110295469.2 March 19, 2021 March 18,
2041
PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-30 –


--- page 601 ---
No.
Registered
owner Patent
Type of
patent
Registration
number
Application
date
Expiry
date
Place of
registration
235 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling
High-performance lithium
nickel cobalt manganese
oxide positive electrode
material for power
battery and preparation
method of high-
performance lithium
nickel cobalt manganese
oxide positive electrode
material
Invention ZL202110885776.6 August 3, 2021 August 2,
2041
PRC
236 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling
Method for recycling
lithium-ion battery
positive electrode
material
Invention ZL202110944649.9 August 17, 2021 August 16,
2041
PRC
237 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling
Method for wet recovery of
valuable metals in
lithium-ion battery
Invention ZL202110943314.5 August 17, 2021 August 16,
2041
PRC
238 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling
Method for extracting
lithium from waste
lithium-ion batteries
Invention ZL202111036546.9 September 6, 2021 September 5,
2041
PRC
239 /H1118Guangdong Brunp,
Hunan Brunp,
Hunan Brunp
Automobile
Recycling
Method for separating and
recovering valuable
metals from waste
ternary lithium-ion
batteries
Invention ZL202 111159214.X September 30, 2021 September 29,
2041
PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-31 –


--- page 602 ---
(c) Copyrights
Software Copyrights
As of December 31, 2024, we had registered the following software copyrights
which we consider to be or may be material to our business:
No. Registered owner Software
Place of
registration
Registration
number
1 /H1118/H1118the Company Lithium ion battery performance
prediction platform V1.0
PRC 2023SR1569420
2 /H1118/H1118the Company Lithium ion battery lifespan
prediction platform V1.0
PRC 2023SR0321756
3 /H1118/H1118the Company Electrode strip winding tension
control analysis software in
pre-cell process V2.0
PRC 2023SR1538186
4 /H1118/H1118the Company Battery cell R&D data
convergence analysis system
V1.0
PRC 2023SR1649045
5 /H1118/H1118the Company Battery cells intelligent design
system V1.0
PRC 2023SR0414507
6 /H1118/H1118the Company First piece data automatic upload
software V1.0
PRC 2024SR0426225
7 /H1118/H1118the Company Taishan-equipment maintenance
management system V2.0
PRC 2024SR0212843
8 /H1118/H1118the Company Test equipment monitoring and
management system V1.0
PRC 2024SR0205379
9 /H1118/H1118the Company Offline instrument data acquisition
system V1.00
PRC 2023SR0096614
10 /H1118the Company Electrolyte error-proof system
V2.0
PRC 2022SR1596549
11 /H1118the Company Lifespan modeling and calculation
software for in-vehicle BMS
and energy storage power
electronic products V1.0
PRC 2023SR1092252
12 /H1118the Company Unmanned testing system V1.0 PRC 2023SR0834460
13 /H1118the Company Cell CT Image overhang
automatic measurement system
V1.0
PRC 2023SR0523995
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-32 –


--- page 603 ---
No. Registered owner Software
Place of
registration
Registration
number
14 /H1118the Company Cell CT image processing
software V1.0
PRC 2023SR0523996
15 /H1118the Company Cell Xray image processing
system V1.0
PRC 2023SR0523997
16 /H1118the Company Anode mixing center control
system V1.0
PRC 2022SR0913350
17 /H1118the Company AI-assisted winding defect
detection system V10.0
PRC 2020SR0921603
18 /H1118the Company Global traceability system V1.0 PRC 2020SR0907790
19 /H1118the Company Closed-loop system for injection
consistency V2.0
PRC 2024SR2237148
20 /H1118the Company CV data analysis report query
system of fault analysis
application center V1.0
PRC 2024SR1995424
21 /H1118the Company Energy-storage component model
management system V1.0
PRC 2024SR1567507
22 /H1118the Company Defective standard management
system V1.0
PRC 2024SR1571671
23 /H1118the Company Process cell lifespan risk
calculation system V1.0
PRC 2024SR1860963
(d) Domain Name
As of December 31, 2024, we had registered the following domain name which we
consider to be or may be material to our business:
No. Domain name
1. /H1118/H1118www.catl.com
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-33 –


--- page 604 ---
3. FURTHER INFORMATION ABOUT DIRECTORS, SUPERVISORS, CHIEF
EXECUTIVE AND SUBSTANTIAL SHAREHOLDERS OF OUR COMPANY
A. Disclosure of Interests of Directors, Supervisors and Chief Executive
To the best knowledge of our Directors, saved as disclosed below, immediately following
the completion of the Global Offering (assuming (i) the Offer Size Adjustment Option and the
Over-allotment Option are not exercised and (ii) no other changes are made to the issued share
capital of our Company between the Latest Practicable Date and the Listing), none of our
Directors, Supervisors or chief executive has any interests or short positions in the Shares,
underlying Shares and debentures of our Company or any 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 they are taken or deemed to have under such provisions of the SFO) or which
will be required, pursuant to Section 352 of the SFO, to be 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 Companies
contained in the Listing Rules (for this purpose, the relevant provisions of the SFO will be
interpreted as if they apply to the Supervisors).
(i) Interests in Shares of our Company
Name Position
Nature of
interest
Number and
description of
Shares
Approximate
% of the issued
Shares immediately
after the Global
Offering (1)
Mr. Zeng Yuqun /H1118Chairman of the
Board, executive
Director and
general manager
Interest in a
controlled
corporation
(2)
1,024,704,949
A Shares
22.66%
Mr. Pan Jian /H1118/H1118/H1118/H1118Co-chairman of the
Board and
executive Director
Interest in a
controlled
corporation
(3)
24,572,400
A Shares
0.54%
Mr. Li Ping /H1118/H1118/H1118/H1118Vice chairman of the
Board and
executive Director
Beneficial owner 201,510,277
A Shares
4.46%
Mr. Zhou Jia /H1118/H1118/H1118Vice chairman of the
Board and
executive Director
Beneficial owner
(4) 379,403
A Shares
0.01%
Mr. Zhao
Fenggang /H1118/H1118/H1118/H1118
Executive Director Beneficial owner (5) 327,149
A Shares
0.01%
Mr. Wu
Yingming /H1118/H1118/H1118/H1118
Chairman of the board
of Supervisors
Interest in a
controlled
corporation
(6)
24,572,400
A Shares
0.54%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-34 –


--- page 605 ---
Notes:
(1) Assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii)
no other changes are made to the issued share capital of our Company between the Latest Practicable
Date and the Listing.
(2) For details of the interest held by Mr. Zeng Yuqun, see “Substantial Shareholders.”
(3) As of the Latest Practicable Date, (i) Jiaxing Zeyu Runfeng Investment Partnership (Limited
Partnership) (“ Zeyu Runfeng ”) held 24,572,400 A Shares of our Company, (ii) Jiaxing Chunhe Ruize
Venture Capital Partnership (Limited Partnership) (“ Chunhe Ruize ”) held approximately 97.76% of the
partnership interests of Zeyu Runfeng, and (iii) Mr. Pan Jian held approximately 82.89% of the
partnership interests of Chunhe Ruize. Therefore, Mr. Pan Jian is deemed to be interested in the Shares
held by Zeyu Runfeng under the SFO.
(4) Mr. Zhou Jia is entitled to subscribe for 379,403 A Shares pursuant to the stock options granted to him
under the 2022 Share Incentive Plan, subject to the conditions thereof.
(5) Mr. Zhao Fenggang is entitled to subscribe for (i) 85,963 A Shares pursuant to the stock options granted
to him under the 2022 Share Incentive Plan, (ii) 32,834 A Shares pursuant to the restricted stocks granted
to him under the 2022 Share Incentive Plan, and (iii) 208,352 A Shares pursuant to the restricted stocks
granted to him under the 2023 Share Incentive Plan, subject to the conditions thereof.
(6) As of the Latest Practicable Date, (i) Zeyu Runfeng held 24,572,400 A Shares of our Company, (ii)
Ningbo Meishan Bonded Port Beidao Investment Management Co., Ltd. (“ Beidao Investment ”) was the
general partner of Zeyu Runfeng, and (iii) Beidao Investment was wholly owned by Mr. Wu Yingming.
Therefore, Mr. Wu Yingming is deemed to be interested in the Shares held by Zeyu Runfeng under the
SFO.
(ii) Interests in Our Associated Corporations
Name Position
Members of
our Group
Nature of
interests
Approximate
%o f
shareholding
Mr. Zeng Yuqun /H1118Chairman of
the Board,
executive
Director and
general manager
Ningbo
Contemporary
Brunp Lygend
Co., Ltd.
Interest in a
controlled
corporation
(1)
12.57%
Mr. Li Ping /H1118/H1118/H1118/H1118Vice chairman of
the Board and
executive
Director
Suzhou
Contemporary
Synland
Technology Co.,
Ltd.
Interest in a
controlled
corporation
(2)
10.00%
Notes:
(1) As of the Latest Practicable Date, Mr. Zeng Yuqun owned 55% of the equity interests in Xiamen Ruiting
and Ruihua Investment, which is wholly owned by Mr. Zeng Yuqun, owned 45% of the equity interests
in Xiamen Ruiting. Ningbo Contemporary Brunp Lygend Co., Ltd. was owned as to 12.57% by Xiamen
Ruiting. Therefore, Mr. Zeng Yuqun is deemed to be interested in the Shares of Ningbo Contemporary
Brunp Lygend Co., Ltd. held by Xiamen Ruiting under the SFO.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-35 –


--- page 606 ---
(2) As of the Latest Practicable Date, (i) Mr. Li Ping owned 90% of the equity interests in Shanghai Shida
Investment Management Co., Ltd. (“ Shanghai Shida ”), and (ii) Shanghai Shida owned 10% of the
equity interests in Suzhou Contemporary Synland Technology Co., Ltd. Therefore, Mr. Li Ping is
deemed to be interested in the Shares of Suzhou Contemporary Synland Technology Co., Ltd. held by
Shanghai Shida under the SFO.
B. Particulars of Service Contract
Our Company has entered into a service agreement or appointment letter with each of the
Directors and Supervisors. The principal particulars of these service agreements and
appointment letters are: (a) each of the agreement or letter is for a term of three years following
the commencement date of his/her term of office; and (b) each of the agreement or letter is
subject to termination in accordance with their respective terms. The service agreements and
appointment letters may be renewed in accordance with our Articles of Association and the
applicable laws, rules and regulations from time to time.
Save as disclosed above, our Directors or Supervisors has not entered into or propose to
enter into any service contracts with any member of our Group (other than contracts expiring
or determinable by the employer within one year without the payment of compensation (other
than statutory compensation)).
C. Directors’ and Supervisors’ remuneration
Under the current arrangements in effect, we estimate the total accrued pre-tax
remuneration in kind of our Directors and Supervisors for the year ending December 31, 2025
will be approximately RMB51 million. The actual remuneration of our Directors and
Supervisors in 2025 may differ from the expected remuneration.
For details of the Directors’ and Supervisors’ remuneration, see “Directors, Supervisors
and Senior Management — Remuneration of Directors, Supervisors and Five Highest Paid
Individuals” and Note 9 to the Accountants’ Report as set out in Appendix I to this prospectus.
D. Interests of Substantial Shareholders in Shares of Our Company and/or Our Major
Subsidiaries
(i) Interests in Our Company
Save as disclosed in “Substantial Shareholders,” our Directors were not aware of any
persons who would, immediately following the completion of the Global Offering (assuming
(i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii)
no other changes are made to the issued share capital of our Company between the Latest
Practicable Date and the Listing), having interests or short positions in our Shares or
underlying Shares which would 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 be interested,
directly or indirectly, in 10% or more of the nominal value of any class of share capital carrying
rights to vote in all circumstances at Shareholders’ general meetings of our Company.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-36 –


--- page 607 ---
(ii) Interests in Our Major Subsidiaries
Our Company has applied to the Stock Exchange for, and the Stock Exchange has granted
us a waiver from strict compliance with paragraph 45(2) of Part A of Appendix D1A to the
Listing Rules in relation to the disclosure of each person (apart from the Directors or chief
executive of our Company) who is, directly or indirectly, interested in 10% or more of the
issued voting shares of any other member of our Group and the amount of each of such person’s
interest in such securities, together with particulars of any options in respect of such securities.
For details, see “Waivers and Exemptions — Particulars of Information of Our Subsidiaries.”
As of the Latest Practicable Date, to the best knowledge of our Directors, the following
persons (other than members of our Group, the Directors or chief executive of our Company)
were interested in 10% or more of the voting rights at general meetings of our Major
Subsidiaries:
Name of Major Subsidiary Name of substantial shareholder
Approximate
% of voting rights
held by substantial
shareholder
UABC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118SAIC Motor Investment
Management Co., Ltd. ( ɪऎ
ʮ̡)
49.0%
CATL-SC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Luoyang Guohong Investment
Holding Group Co., Ltd.
(ࠢ
ʮ̡)
20.8%
E. Disclaimers
(i) Save as disclosed in this Appendix, none of the Directors, Supervisors of our
Company or any of the parties listed in “— 5. Other Information — G. Consents of
Experts” in this Appendix:
(A) is 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) is materially interested in any contract or arrangement subsisting at the date of
this prospectus that is significant in relation to our Company’s business; and
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-37 –


--- page 608 ---
(ii) none of the Directors or Supervisors of our Company or their close associates or any
Shareholders who, to the knowledge of our Directors, own more than 5% of our
issued share capital, have any interest in the top five customers or suppliers of our
Company.
4. SHARE INCENTIVE PLANS
The following is a summary of the key terms of the Share Incentive Plans currently being
implemented by our Company, including the 2021 Share Incentive Plan, the 2022 Share
Incentive Plan and the 2023 Share Incentive Plan. The terms of Share Incentive Plans do not
involve any grant of Share Incentives by our Company after the Listing and are not subject to
the provisions of Chapter 17 of the Listing Rules. The terms of the Share Incentive Plans are
summarized below.
A. Purposes
The purposes of the Share Incentive Plans are to further establish and improve our
long-term incentive mechanism, attract and retain outstanding talents, and fully motivate their
enthusiasm and innovation to enhance cohesion and core competitiveness of our Company. The
Share Incentive Plans are implemented to align the interests of our Shareholders, our Company
and our core team members, which is beneficial to the sustainable development of our Group
and ensures the realization of our development strategy and business objectives.
B. Type of Share Incentives
The Share Incentives are granted in two forms: (i) restricted stocks and (ii) stock options.
Under the 2021 Share Incentive Plan and the 2022 Share Incentive Plan, we may grant both
restricted stocks and stock options to eligible participants. Under the 2023 Share Incentive
Plan, we may grant restricted stocks to eligible participants only.
The major difference between restricted stock and the stock options is that (i) the initial
grant price of the restricted stock is the higher of 50% of the average trading price of the A
Shares over the following periods prior to the announcement of the draft Share Incentive Plans:
(A) one trading day or (B) 60 or 120 trading days; while (ii) the initial exercise price of the
stock option is the higher of the average trading price of the A Shares over the following
periods prior to the announcement of the draft Share Incentive Plans: (A) one trading day or
(B) 60 or 120 trading days.
The A Shares underlying the restricted stocks or the stock options under the Share
Incentive Plans can only be issued after the vesting or exercise thereof.
C. Administration
Each of the Share Incentive Plans is subject to the approval of our Company’s general
meeting, administration of the Board and the supervision of the Board of Supervisors and
independent non-executive Directors.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-38 –


--- page 609 ---
D. Participants
Participants under the Share Incentive Plans include (as the case may be), (i) middle-level
management personnels, (ii) core employees, and (iii) the Directors and senior management
members of our Company, but do not include (i) independent non-executive Directors, (ii)
Supervisors, and (iii) Shareholders who, individually or in aggregate, holding 5% or more of
the Shares of our Company, or actual controller(s) and their respective spouse, parents and
children.
E. Source and Maximum Number of Shares
The underlying Shares for the Share Incentives are new A Shares to be issued by our
Company. The number of Shares granted to any individual grantee under all the share incentive
plans of our Company currently in effect shall not exceed 1% of our Company’s total share
capital.
Subject to the adjustment mechanisms set out in paragraph K below, the maximum
number of Share Incentives initially available to be granted under each Share Incentive Plan
is as follows:
Share Incentive Plan
Maximum number
of Shares corresponding
to initial Share
Incentives
that may be granted
2021 Share Incentive Plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,161,040 A Shares
2022 Share Incentive Plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,134,064 A Shares
2023 Share Incentive Plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,595,589 A Shares
Save for the Share Incentives that have already been granted under the Share Incentive
Plans and disclosed in this prospectus, there are no additional Share Incentives available for
grant under the Share Incentive Plans.
F. Date of Grant and Term of the Plans
The grant date of Share Incentives shall be determined by the Board after the approval of
the Share Incentive Plans by the Shareholders at a general meeting. Unless otherwise stipulated
by laws and regulations, the grant date must be a trading day of the Shenzhen Stock Exchange.
The grant of Share Incentives is subject to the approval of the Board and shall be registered
and announced within 60 days after the approval of the Share Incentive Plans at a general
meeting.
The term of the Share Incentive Plans shall commence from the date of the completion
of the first tranche of the grant of Share Incentives under the relevant plans and continue until
the Share Incentives are fully exercised, canceled, vested, or lapsed, whichever is earlier. This
term shall not exceed 72 months, 75 months, or 84 months, as applicable.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-39 –


--- page 610 ---
G. Conditions to the Grant of Share Incentives
Share Incentives will only be granted to eligible participants if the following conditions
are fulfilled:
(i) With respect to our Company, none of the following circumstances having occurred:
(A) an audit report with an adverse opinion or a disclaimer of opinion has been
issued by the certified public accountant with respect to our accountant’s report
for the most recent fiscal year;
(B) an audit report with an adverse opinion or a disclaimer of opinion has been
issued by the certified public accountant with respect to the internal control
report contained in accountant’s report for the most recent fiscal year;
(C) our Company has failed to distributed profits in accordance with the laws and
regulations, our Articles of Association or our public commitment within the
last 36 months after its listing on the Shenzhen Stock Exchange;
(D) implementation of any share incentive plan is prohibited under applicable laws
and regulations; or
(E) any other circumstances determined by the CSRC.
(ii) With respect to a grantee, none of the following circumstances having occurred:
(A) he or she has been regarded as an inappropriate participant by a stock exchange
within the last 12 months;
(B) he or she has been regarded as an inappropriate participant by the CSRC or its
local office within the last 12 months;
(C) he or she has been punished or prohibited from entering into the securities
market by the CSRC or its local office due to material non-compliance of laws
and regulations within the last 12 months;
(D) he or she is not qualified to serve as a director or senior management according
to the PRC Company Law;
(E) he or she is prohibited from participating in any share incentive plans of listed
companies according to applicable laws and regulations; or
(F) any other circumstances determined by the CSRC.
No consideration is paid/payable for the eligible participants to be granted Share
Incentives under the Share Incentive Plans.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-40 –


--- page 611 ---
H. Lock-up Arrangements
The lock-up arrangements under the Share Incentive Plans are determined according to
the Articles of Association and applicable PRC laws and regulations:
(i) if the grantee is a Director or a senior management of our Company, the Shares to
be transferred each year during his or her tenure shall not exceed 25% of the total
Shares he or she holds. No Shares held by such Director or senior management may
be transferred within six months after termination of his or her employment;
(ii) if the grantee is a Director or senior management of our Company and their
respective spouse, parents and child(ren), income gained through sale of Shares of
our Company within six months of the purchase or repurchase of Shares of our
Company within six months of the sale, shall belong to our Company and be
reclaimed by the Board; and
(iii) if there is any change in the applicable laws and regulations or the relevant
provisions of the Articles of Association on the foregoing lock-up requirements
within the term of the Share Incentive Plan, the grantee shall comply with the
amended laws and regulations and the Articles of Association.
I. Vesting (Exercise) of Share Incentives
The Share Incentives will be vested or exercised when (i) the conditions set out under
paragraph G above are fulfilled; and (ii) the performance targets of our Company and the
grantees as set out under the relevant plans are achieved. The granted Share Incentives will be
vested (exercised) in accordance with the schedules under the relevant plans after the lock-up
period as follows:
Share Incentive Plan
Type of Share
Incentives
Vesting schedule (for restricted stock) and
exercise schedule (for stock options)
2021 Share Incentive Plan Restricted stocks and
stock options
(i) The restricted stocks may be vested and
the stock options may be exercised in
three tranches of 20%, 30% and 50%
during the respective 12-month periods
between the first trading date after the 12
months from the date of grant and the last
trading day within the 48 months of the
date of grant; or
(ii) The restricted stocks may be vested and
the stock options may be exercised in four
tranches of 20%, 25%, 25% and 30%
during the respective 12-month periods
between the first trading date after the 12
months from the date of grant and the last
trading day within the 60 months of the
date of grant.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-41 –


--- page 612 ---
Share Incentive Plan
Type of Share
Incentives
Vesting schedule (for restricted stock) and
exercise schedule (for stock options)
2022 Share Incentive Plan Restricted stocks and
stock options
(i) The restricted stocks may be vested and
the stock options may be exercised in
three tranches of 20%, 30% and 50%
during the respective 12-month periods
between the first trading date after the 12
months from the date of grant and the last
trading day within the 48 months of the
date of grant;
(ii) The restricted stocks may be vested and
the stock options may be exercised in four
tranches of 20%, 25%, 25% and 30%
during the respective 12-month periods
between the first trading date after the 12
months from the date of grant and the last
trading day within the 60 months of the
date of grant; or
(iii) The restricted stocks may be vested and
the stock options may be exercised in five
tranches of 15%, 15%, 20%, 20% and
30% during the respective 12-month
periods between the first trading date
after the 12 months from the date of grant
and the last trading day within the 72
months of the date of grant.
2023 Share Incentive Plan Restricted stocks (i) The restricted stocks may be vested in
two equal tranches of 50% each during
the respective 12-month periods between
the first trading date after the 12 months
from the date of grant and the last trading
day within the 36 months of the date of
grant; or
(ii) The restricted stocks may be vested in
five equal tranches of 20% each during
the respective 12-month periods between
the first trading date after the 12 months
from the date of grant and the last trading
day within the 72 months of the date of
grant.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-42 –


--- page 613 ---
The Share Incentives granted but not vested (exercised) shall not be transferred, used as
collateral or for repayment of debt. Stock options are exercised under a voluntary exercise
model. According to the actual operation of voluntary exercise procedures, the actual
exercisable period shall be from the date when the voluntary exercise procedures are completed
by the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited to
the last trading day within 12 months from the date when the exercise conditions are fulfilled.
The vesting (exercise) of the Share Incentives granted shall be on a trading day, which
shall not fall within any prohibited period stipulated by the CSRC and the Shenzhen Stock
Exchange.
J. Exercise Price
The exercise price of each Share Incentives shall not be lower than the nominal value of
each A Share and, in principle, shall not be lower than (as the case may be stipulated in the
relevant Share Incentive Plans):
Share Incentive Plan
Type of Share
Incentives Exercise price
2021 Share Incentive Plan Restricted stocks The higher of (i) 50% of the average
trading price of A Shares on the trading
day immediately preceding the
announcement of the 2021 Share
Incentive Plan; and (ii) 50% of the
average trading price of A Shares during
the 120 trading days immediately
preceding the announcement of the 2021
Share Incentive Plan
Stock options The higher of (i) the average trading price
of A Shares on the trading day
immediately preceding the
announcement of the 2021 Share
Incentive Plan; and (ii) the average
trading price of A Shares during the 120
trading days immediately preceding the
announcement of the 2021 Share
Incentive Plan
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-43 –


--- page 614 ---
Share Incentive Plan
Type of Share
Incentives Exercise price
2022 Share Incentive Plan Restricted stocks The higher of (i) 50% of the average
trading price of A Shares on the trading
day immediately preceding the
announcement of the 2022 Share
Incentive Plan; and (ii) 50% of the
average trading price of A Shares during
the 60 trading days immediately
preceding the announcement of the 2022
Share Incentive Plan
Stock options The higher of (i) the average trading price
of the A Shares on the trading day
immediately preceding the
announcement of the 2022 Share
Incentive Plan; and (ii) the average
trading price of the A Shares during the
60 trading days immediately preceding
the announcement of the 2022 Share
Incentive Plan
2023 Share Incentive Plan Restricted stocks The higher of (i) 50% of the average
trading price of A Shares on the trading
day immediately preceding the
announcement of the 2023 Share
Incentive Plan; and (ii) 50% of the
average trading price of A Shares during
the 60 trading days immediately
preceding the announcement of the 2023
Share Incentive Plan
K. Adjustment
Subject to the other terms and conditions contained in the Share Incentive Plans, the
number and/or exercise price of granted Share Incentives may be adjusted upon the occurrence
of certain events from the date of the announcement of the relevant Share Incentive Plan to the
completion of relevant registration or exercise by the grantee. These events include, as the case
may be, (i) capitalization of reserves, (ii) distribution of stock dividends, (iii) distribution of
cash dividends, (iv) share subdivision, and (v) share issuance or share consolidation.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-44 –


--- page 615 ---
L. Dividend and Voting Rights
Upon the vesting (exercise) of Share Incentives in accordance with the relevant plans, the
grantees will be entitled to exercise the right of Shareholders, including but not limited to the
right to receive dividends and right to vote at the general meeting.
M. Outstanding Share Incentives
As of the Latest Practicable Date, the number of the outstanding Share Incentives granted
under the Share Incentive Plans was 15,229,646, representing approximately 0.34% of the
issued Shares immediately following the completion of the Global Offering (assuming (i) the
Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii) no other
changes are made to the issued share capital of our Company between the Latest Practicable
Date and the Listing). If all outstanding Share Incentives granted under the Share Incentive
Plans (including both the restricted stocks and the stock options) are fully exercised, assuming
the Offer Size Adjustment Option and the Over-allotment Option are not exercised and no other
changes are made to the issued share capital of our Company between the Latest Practicable
Date and the Listing, the issued and outstanding Shares held by Shareholders following the
Listing will be diluted by approximately 0.34%. The dilutive effect on our earnings per share
will be approximately 0.34%.
The following table sets forth the details of outstanding Share Incentives granted to all
grantees (including Directors, senior management members, 12 other connected persons and
employees of our Company) under the Share Incentive Plans as of the Latest Practicable Date.
As our Supervisors are not eligible participants under the rules of the Share Incentive Schemes,
we did not grant any Share Incentive to them as of the Latest Practicable Date.
Name of
grantee
Position in
our Group Address
Date of
grant
Type of
Share
Incentives
Number of
outstanding
Share
Incentives
Exercise
price
(per Share)
Vesting
period (for
restricted
stocks)/
Exercise
period (for
stock
options)
Approximate
%o ft h e
issued
Shares
immediately
after the
Global
Offering (1)
Directors or senior management members
Mr. Zhou
Jia /H1118/H1118/H1118
Vice chairman of
the Board and
executive
Director
Room 406,
Building 16
Guanyunxuan
Community,
No. 6 Xingang
Road,
Zhangwan
Town,
Jiaocheng
District, Ningde
City, Fujian
September 8,
2022
Stock options 379,403 RMB279.91 48/60 months 0.01%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-45 –


--- page 616 ---
Name of
grantee
Position in
our Group Address
Date of
grant
Type of
Share
Incentives
Number of
outstanding
Share
Incentives
Exercise
price
(per Share)
Vesting
period (for
restricted
stocks)/
Exercise
period (for
stock
options)
Approximate
%o ft h e
issued
Shares
immediately
after the
Global
Offering (1)
Mr. Zhao
Fenggang
Executive Director Room 1402, Block
1 Fuzhuyuan,
Shizhuxin
Garden, No. 18
Hongtu Road,
Nancheng,
Dongguan City
Guangdong
September 8,
2022
Stock options 85,963 RMB279.91 48 months 0.00%*
September 8,
2022
Restricted
stocks
32,834 RMB133.67 60 months 0.00%*
September 8,
2023
Restricted
stocks
208,352 RMB101.90 72 months 0.00%*
Mr. Tan
Libin /H1118/H1118
Vice general
manager
Room 204,
Building 15
Guanyunxuan
Community,
No. 6 Xingang
Road,
Zhangwan
Town,
Jiaocheng
District,
Ningde, Fujian
September 8,
2022
Restricted
stocks
50,744 RMB133.67 48/60 months 0.00%*
September 8,
2023
Restricted
stocks
194,094 RMB101.90 72 months 0.00%*
Mr. Jiang
Li /H1118/H1118/H1118/H1118
Vice general
manager and
Board secretary
Room 1103,
Building 6
Guanyunxuan
Community,
No. 6 Xingang
Road,
Zhangwan
Town,
Jiaocheng
District,
Ningde, Fujian
September 8,
2022
Restricted
stocks
14,264 RMB133.67 48/72 months 0.00%*
September 8,
2023
Restricted
stocks
148,173 RMB101.90 72 months 0.00%*
Mr. Zheng
Shu /H1118/H1118/H1118
Chief financial
officer
Room 1803,
Building 16
Guanyunxuan
Community,
No. 6 Xingang
Road,
Zhangwan
Town,
Jiaocheng
District,
Ningde, Fujian
September 8,
2022
Restricted
stocks
11,609 RMB133.67 72 months 0.00%*
September 8,
2023
Restricted
stocks
151,507 RMB101.90 72 months 0.00%*
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-46 –


--- page 617 ---
Name of
grantee
Position in
our Group Address Date of grant
Type of Share
Incentives
Number of
grantees (1)
Number of
outstanding
Share
Incentives
Exercise
price
(per Share)
Vesting
period (for
restricted
stocks)/
Exercise
period (for
stock options)
Approximate
%o ft h e
issued Shares
immediately
after the
Global
Offering (2)
Connected persons
Other connected
persons (3) /H1118/H1118
Middle-level
management
personnels
– November 19,
2021
Stock options 3 30,623 RMB327.47 48/60 months 0.00%*
September 8,
2022
Stock options 2 12,739 RMB279.91 48 months 0.00%*
September 8,
2022
Restricted
stocks
6 57,166 RMB133.67 48/60/72
months
0.00%*
September 8,
2023
Restricted
stocks
10 757,055 RMB101.90 36/72 months 0.02%
Other grantees
Employee
(4) /H1118/H1118Middle-level
management
personnels or
core employees
– November 19,
2021/
September 8,
2022/
September 8,
2023
Stock options/
Restricted
stocks
5,049 13,095,120 RMB327.47/
RMB157.45/
RMB279.91/
RMB133.67/
RMB101.90
36/48/60/72
months
0.29%
Total /H1118/H1118/H1118/H1118/H1118 15,229,646 0.34%
Notes:
(1) Individual grantees may be granted restricted stocks and/or stock options under one or more Share
Incentive Plans.
(2) Assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii)
no other changes are made to the issued share capital of our Company between the Latest Practicable
Date and the Listing.
(3) Including other 12 connected persons who are either connected persons at subsidiary level, or associates
of a Director, Supervisor or substantial Shareholder of our Company.
(4) No employee grantees have been granted Share Incentives in excess of 1% of the issued Shares of our
Company immediately after the Global Offering on a standalone basis.
* Denotes less than 0.005%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-47 –


--- page 618 ---
The following table sets forth the details of outstanding Share Incentives granted to other
grantees (excluding Directors, Supervisors, senior management members and 12 other
connected persons of our Company) under the Share Incentive Plans as of the Latest
Practicable Date, by number range:
Range of
outstanding
Share
Incentives Date of grant
Type of Share
Incentives
Number of
grantees
(1)
Number of
outstanding
Share
Incentives
Exercise
price (per
Share)
Vesting period
(for restricted
stocks)/
Exercise period
(for stock
options)
Approximate
%o ft h e
issued Shares
immediately after
the Global
Offering (2)
1-10,000 /H1118/H1118/H1118November 19, 2021 Stock options 264 1,375,291 RMB327.47 48/60 months 0.03%
November 19, 2021 Restricted
stocks
240 346,676 RMB157.45 48/60 months 0.01%
September 8, 2022 Stock options 121 532,336 RMB279.91 48/60/72 months 0.01%
September 8, 2022 Restricted
stocks
3,932 1,580,727 RMB133.67 48/60/72 months 0.03%
September 8, 2023 Restricted
stocks
331 446,833 RMB101.90 36/72 months 0.01%
10,001-
100,000 /H1118/H1118/H1118
November 19, 2021 Stock options 42 614,172 RMB327.47 48/60 months 0.01%
September 8, 2022 Stock options 21 459,959 RMB279.91 48/60/72 months 0.01%
September 8, 2022 Restricted
stocks
30 697,444 RMB133.67 48/60/72 months 0.02%
September 8, 2023 Restricted
stocks
42 2,887,878 RMB101.90 36/72 months 0.06%
>100,000 /H1118/H1118/H1118September 8, 2022 Stock options 6 829,783 RMB279.91 48/60/72 months 0.02%
September 8, 2023 Restricted
stocks
20 3,324,021 RMB101.90 36/72 months 0.07%
Total /H1118/H1118/H1118/H1118/H1118 5,049 13,095,120 0.29%
Notes:
(1) Individual grantees may be granted restricted stocks and/or stock options under one or more Share
Incentive Plans.
(2) Assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii)
no other changes are made to the issued share capital of our Company between the Latest Practicable
Date and the Listing.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-48 –


--- page 619 ---
The following table sets forth the details of outstanding Share Incentives granted to other
grantees (excluding Directors, Supervisors, senior management members and 12 other
connected persons of our Company) under each Share Incentive Plan as of the Latest
Practicable Date:
Share
Incentive
Plans Date of grant
Type of Share
Incentives
Number of
grantees
(1)
Number of
outstanding
Share
Incentives
Exercise
price (per
Share)
Vesting period
(for restricted
stocks)/
Exercise period
(for stock
options)
Approximate
%o ft h e
issued Shares
immediately after
the Global
Offering (2)
2021 Share
Incentive
Plan /H1118/H1118/H1118/H1118
November 19, 2021 Stock options 306 1,989,463 RMB327.47 48/60 months 0.04%
November 19, 2021 Restricted
stocks
240 346,676 RMB157.45 48/60 months 0.01%
2022 Share
Incentive
Plan /H1118/H1118/H1118/H1118
September 8, 2022 Stock options 148 1,822,078 RMB279.91 48/60/72 months 0.04%
September 8, 2022 Restricted
stocks
3,962 2,278,171 RMB133.67 48/60/72 months 0.05%
2023 Share
Incentive
Plan /H1118/H1118/H1118/H1118
September 8, 2023 Restricted
stocks
393 6,658,732 RMB101.90 36/72 months 0.15%
Total /H1118/H1118/H1118/H1118/H1118 5,049 13,095,120 0.29%
Notes:
(1) Individual grantees may be granted restricted stocks and/or stock options under one or more Share
Incentive Plans.
(2) Assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii)
no other changes are made to the issued share capital of our Company between the Latest Practicable
Date and the Listing.
5. OTHER INFORMATION
A. 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.
B. Litigation
As of the Latest Practicable Date, we were not aware of any litigation or arbitration
proceedings of material importance pending or threatened against any member of our Group
that could have a material adverse effect on our financial condition or results of operations.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-49 –


--- page 620 ---
C. Joint Sponsors
The Joint Sponsors have applied to the Stock Exchange for the listing of, and permission
to deal in, our H Shares to be issued pursuant to the Global Offering. All necessary
arrangements have been made enabling the H Shares to be admitted into CCASS.
Each of Joint Sponsors satisfies the independence criteria applicable to sponsors set out
in Rule 3A.07 of the Listing Rules.
Each of the Joint Sponsors will be paid by our Company a fee of US$300,000 to act as
a sponsor to our Company in connection with the Listing.
D. Compliance Advisor
Our Company has appointed China Securities (International) Corporate Finance Company
Limited as our Compliance Advisor in compliance with Rule 3A.19 of the Listing Rules.
E. Preliminary Expenses
We have not incurred any material preliminary expenses in relation to the incorporation
of our Company.
F. 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 effected on the H Share register of members of our Company,
including in circumstances where such transaction is effected on the Stock Exchange. The
current rate of Hong Kong stamp duty for such sale, purchase and transfer is a 0.1% of the
consideration or, if higher, the fair value of the H Shares being sold or transferred.
Potential investors in the Global Offering are urged to consult their professional tax
advisors if they are in any doubt as to the taxation implications of subscribing for, purchasing,
holding or disposing of or dealing in our H Shares (or exercising rights attached to them). None
of our Company, our Directors, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead
Managers, or any other person or party involved in the Global Offering accept responsibility
for any tax effects on, or lawful liabilities of, any person, resulting from the subscription,
purchase, holding or disposal of, dealing in or the exercise of any rights in relation to our H
Shares.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-50 –


--- page 621 ---
G. Consents of Experts
The following experts have each given and have not withdrawn their respective written
consents to the issue of this prospectus with copies of their reports, letters, opinions or
summaries of opinions (as the case may be) and the references to their names included herein
in the form and context in which they are respectively included.
Name Qualification
China International Capital
Corporation Hong Kong
Securities Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Licensed to conduct Type 1 (dealing in securities),
Type 2 (dealing in futures contracts), Type 4
(advising on securities), Type 5 (advising on
futures contracts) and Type 6 (advising on
corporate finance) regulated activities under the
SFO
China Securities (International)
Corporate Finance Company
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation carrying on Type 1 (dealing
in securities) and Type 6 (advising on corporate
finance) regulated activities under the SFO
J.P. Morgan Securities (Far East)
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation under the SFO carrying on
Type 1 (dealing in securities), Type 4 (advising
on securities) and Type 6 (advising on corporate
finance) regulated activities under the SFO
Merrill Lynch (Asia Pacific)
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation carrying on Type 1 (dealing
in securities), Type 4 (advising on securities),
Type 5 (advising on futures contracts), and Type
6 (advising on corporate finance) regulated
activities under the SFO
Llinks Law Offices /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC legal advisors to our Company
Grant Thornton Hong Kong
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Certified Public Accountants under the
Professional Accountants Ordinance (Chapter
50 of the Laws of Hong Kong) and Registered
Auditors for Public Interest Entities under the
Accounting and Financial Reporting Council
Ordinance (Chapter 588 of the Laws of Hong
Kong)
GGII /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Independent industry consultant
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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Save as in connection with the Global Offering, none of the experts named above has any
shareholding interests in any member of our Group or the right (whether legally enforceable
or not) to subscribe for or to nominate persons to subscribe for securities in any member of our
Group.
H. Promoters
The promoters of our Company are as follows:
No. Name of promoters of our Company
1 /H1118/H1118/H1118Xiamen Ruiting
2 /H1118/H1118/H1118Mr. Huang Shilin
3 /H1118/H1118/H1118Ningbo United Innovation of New Energy Investment Management Partnership
(Limited Partnership)
4 /H1118/H1118/H1118Mr. Li Ping
Within the two years immediately preceding the date of this prospectus, no cash,
securities, amount or benefit has been paid, allotted or given, or has been proposed to be paid,
allotted or given, to any of the promoters named above in connection with the Global Offering
or the related transactions described in this prospectus.
I. Bilingual Document
The English language and Chinese language versions of this prospectus are being
published separately in reliance upon the exemption provided by section 4 of the Companies
Ordinance (Exemption of Companies and Prospectuses from Compliance with Provisions)
Notice (Chapter 32L of the Laws of Hong Kong).
J. 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.
K. No Material Adverse Change
Our Directors confirm that there has been no material adverse change in our financial,
business position or prospects since December 31, 2024, being the date of our consolidated
financial statements as set out in the Accountants’ Report as set out in Appendix I to this
prospectus, and up to the date of this prospectus.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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L. Miscellaneous
Save as disclosed in the section headed “Financial Information” and this Appendix, in
connection with the Global Offering or otherwise waived or exempted from disclosure pursuant
to the waivers and exemptions disclosed in the section headed “Waivers and Exemptions”,
(i) within the two years immediately preceding the date of this prospectus, to the best
of our knowledge,
(A) neither our Company nor any of our Major Subsidiaries has issued or agreed
to issue any share or loan capital fully or partly paid up either for cash or for
a consideration other than cash; and
(B) no commissions, discounts, brokerage fee 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 our Major Subsidiaries;
(ii) no share or loan capital of our Company or any of the Major Subsidiaries is under
option or is agreed conditionally or unconditionally to be put under option;
(iii) there are no arrangements under which future dividends are waived or agreed to be
waived;
(iv) there have been no interruptions in our business which may have or have had a
significant effect on our financial position in the 12 months proceeding the date of
this prospectus; and
(v) our Company has no outstanding convertible debt securities or debentures.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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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:
(i) the written consents referred to in “Appendix VI — Statutory and General
Information — 5. Other Information — G. Consents of Experts” to this prospectus;
and
(ii) a copy of each of the material contracts referred to in “Appendix VI — Statutory and
General Information — 2. Further Information about Our Business — A. Summary
of Material Contracts” to this prospectus.
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the Stock Exchange’s
website at www.hkexnews.hk and our Company’s website at www.catl.com during a period of
14 days from the date of this prospectus:
(i) the Articles of Association;
(ii) the Accountants’ Report from Grant Thornton Hong Kong Limited, the text of which
is set out in Appendix I to this prospectus;
(iii) the audited financial statements of our Group for the three years ended
December 31, 2024;
(iv) the report on review of the unaudited condensed consolidated interim financial
information of our Group for the three months ended March 31, 2025 from Grant
Thornton Hong Kong Limited, the text of which is set out in Appendix IA to this
prospectus;
(v) the report on unaudited pro forma financial information of our Group from Grant
Thornton Hong Kong Limited, the text of which is set out in Appendix II to this
prospectus;
(vi) the legal opinions issued by Llinks Law Offices, our PRC Legal Advisors in respect
of certain matters of our Group in the PRC;
(vii) the industry report prepared by GGII, the summary of which is set forth in “Industry
Overview;”
(viii) the PRC Company Law, the PRC Securities Law, and the Overseas Listing Trial
Measures together with their unofficial English translations;
(ix) the material contracts referred to in “Appendix VI — Statutory and General
Information — 2. Further Information about Our Business — A. Summary of
Material Contracts” to this prospectus;
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE ON DISPLAY
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(x) the written consents referred to in “Appendix VI — Statutory and General
Information — 5. Other Information — G. Consents of Experts” to this prospectus;
(xi) the service contracts referred to in “Appendix VI — Statutory and General
Information — 3. Further Information about Directors, Supervisors, Chief Executive
and Substantial Shareholders of Our Company” to this prospectus; and
(xii) the terms of the Share Incentive Plans.
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE ON DISPLAY
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寧德時代新能源科技股份有限公司
Contemporary Amperex Technology Co., Limited
寧德時代新能源科技股份有限公司
Contemporary Amperex Technology Co., Limited
